To
the
Participants and Administrator of
The
Scotts Company LLC Retirement Savings Plan
Marysville,
Ohio
We
have
audited the accompanying Statement of Net Assets Available for Benefits of
THE
SCOTTS COMPANY LLC RETIREMENT SAVINGS PLAN as of December 31, 2007 and 2006
and
the related Statement of Changes in Net Assets Available for Benefits for
the
years then ended. These financial statements are the responsibility of the
Plan's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We
conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that
we plan
and perform the audits to obtain reasonable assurance about whether the
financial statements are free of material misstatement. The Plan is not required
to have, nor were we engaged to perform, an audit of its internal control
over
financial reporting. Our audits included consideration of internal control
over
financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Plan's internal control over financial
reporting. Accordingly, we express no such opinion. An audit includes examining,
on a test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating
the
overall financial statement presentation. We believe that our audit provides
a
reasonable basis for our opinion.
In
our
opinion, the financial statements referred to above present fairly, in all
material respects, the net assets available for benefits of The Scotts Company
LLC Retirement Savings Plan as of December 31, 2007 and 2006 and the changes
in
its net assets available for benefits for the years then ended, in conformity
with accounting principles generally accepted in the United States of
America.
Our
audit
was performed for the purpose of forming an opinion on the financial statements
taken as a whole. The accompanying supplemental schedule of assets (held
at end
of year) as of December 31, 2007, is presented for the purposes of additional
analysis and is not a required part of the financial statements but is
supplemental information required by the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974. The supplemental schedule is the responsibility of
the
Plan's management. The supplemental information has been subjected to the
auditing procedures applied in our audit of the financial statements and,
in our
opinion, is fairly stated in all material respects in relation to the financial
statements taken as a whole.
MEADEN
& MOORE, LTD.
Certified
Public Accountants
June
4,
2008
Cleveland,
Ohio
The
Scotts Company LLC
Retirement
Savings Plan
|
|
December
31
|
|
|
|
2007
|
|
2006
|
|
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Receivables:
|
|
|
|
|
|
|
|
Employer
contribution receivable
|
|
$
|
-
|
|
$
|
1,873
|
|
Employee
contribution receivable
|
|
|
675
|
|
|
1,143
|
|
Other
receivable
|
|
|
18,728
|
|
|
41,688
|
|
|
|
|
19,403
|
|
|
44,704
|
|
Investments,
at Fair Value:
|
|
|
|
|
|
|
|
CRM
Small Cap Value Fund
|
|
|
3,334,050
|
|
|
3,094,157
|
|
Dodge
and Cox Stock Fund
|
|
|
17,596,623
|
|
|
15,501,108
|
|
EuroPacific
Growth Fund-Class A
|
|
|
19,174,580
|
|
|
14,143,510
|
|
Fidelity
Blue Chip Fund
|
|
|
22,712,543
|
|
|
21,493,816
|
|
Fidelity
Contrafund
|
|
|
26,696,055
|
|
|
21,571,540
|
|
Fidelity
Freedom Income Fund
|
|
|
1,134,444
|
|
|
819,344
|
|
Fidelity
Freedom 2000 Fund
|
|
|
1,071,999
|
|
|
1,136,651
|
|
Fidelity
Freedom 2005 Fund
|
|
|
329,790
|
|
|
-
|
|
Fidelity
Freedom 2010 Fund
|
|
|
5,055,818
|
|
|
4,489,628
|
|
Fidelity
Freedom 2015 Fund
|
|
|
535,376
|
|
|
-
|
|
Fidelity
Freedom 2020 Fund
|
|
|
10,950,002
|
|
|
9,589,363
|
|
Fidelity
Freedom 2025 Fund
|
|
|
58,106
|
|
|
-
|
|
Fidelity
Freedom 2030 Fund
|
|
|
6,357,045
|
|
|
5,735,821
|
|
Fidelity
Freedom 2035 Fund
|
|
|
210,102
|
|
|
-
|
|
Fidelity
Freedom 2040 Fund
|
|
|
2,050,515
|
|
|
1,328,362
|
|
Fidelity
Freedom 2045 Fund
|
|
|
59,141
|
|
|
-
|
|
Fidelity
Freedom 2050 Fund
|
|
|
180,548
|
|
|
-
|
|
Fidelity
Low Price Stock Fund
|
|
|
6,374,267
|
|
|
6,889,830
|
|
Fidelity
Managed Income Portfolio
|
|
|
25,182,677
|
|
|
27,211,156
|
|
Fidelity
Puritan Fund
|
|
|
23,140,365
|
|
|
24,388,839
|
|
Managers
Special Equity Fund
|
|
|
13,468,313
|
|
|
13,559,000
|
|
PIMCO
Total Return Fund
|
|
|
5,892,397
|
|
|
5,035,844
|
|
Spartan
U.S. Equity Index Fund
|
|
|
19,832,975
|
|
|
20,253,923
|
|
The
Scotts Miracle-Gro Company Common Shares
|
|
|
16,449,323
|
|
|
16,686,541
|
|
Participant
Loans
|
|
|
6,123,133
|
|
|
5,190,321
|
|
|
|
|
|
|
|
|
|
Total
Investments
|
|
|
233,970,187
|
|
|
218,118,754
|
|
|
|
|
|
|
|
|
|
Total
Assets
|
|
|
233,989,590
|
|
|
218,163,458
|
|
|
|
|
|
|
|
|
|
LIABILITIES
|
|
|
-
|
|
|
-
|
|
|
|
|
|
|
|
|
|
Net
Assets Available for Benefits at Fair Value
|
|
|
233,989,590
|
|
|
218,163,458
|
|
|
|
|
|
|
|
|
|
Adjustment
from fair value to contract value for fully benefit-responsive
investment
contracts
|
|
|
273,673
|
|
|
273,491
|
|
|
|
|
|
|
|
|
|
Net
assets available for benefits
|
|
$
|
234,263,263
|
|
$
|
218,436,949
|
|
See
accompanying notes.
The
Scotts Company LLC
Retirement
Savings Plan
|
|
Year
Ended December 31
|
|
|
|
2007
|
|
2006
|
|
Additions
to Net Assets Attributed to:
|
|
|
|
|
|
|
|
Contributions:
|
|
|
|
|
|
|
|
Employer
|
|
$
|
10,150,672
|
|
$
|
10,258,531
|
|
Participant
|
|
|
11,335,621
|
|
|
10,752,334
|
|
Rollovers
|
|
|
2,239,639
|
|
|
1,023,783
|
|
|
|
|
23,725,932
|
|
|
22,034,648
|
|
|
|
|
|
|
|
|
|
Interest
on participant loans
|
|
|
412,588
|
|
|
321,102
|
|
Interest
income and dividends
|
|
|
20,519,192
|
|
|
11,897,580
|
|
Net
appreciation (depreciation) of investments
|
|
|
(7,129,322
|
)
|
|
10,714,247
|
|
|
|
|
|
|
|
|
|
Total
Additions
|
|
|
37,528,390
|
|
|
44,967,577
|
|
|
|
|
|
|
|
|
|
Deductions
from Net Assets Attributed to:
|
|
|
|
|
|
|
|
Benefits
paid to participants
|
|
|
21,649,937
|
|
|
22,096,699
|
|
Other
|
|
|
52,139
|
|
|
37,498
|
|
|
|
|
|
|
|
|
|
Total
Deductions
|
|
|
21,702,076
|
|
|
22,134,197
|
|
|
|
|
|
|
|
|
|
Net
Increase before Plan Transfer
|
|
|
15,826,314
|
|
|
22,833,380
|
|
|
|
|
|
|
|
|
|
Plan
Transfer
|
|
|
-
|
|
|
1,570,975
|
|
|
|
|
|
|
|
|
|
Net
Assets Available for Benefits:
|
|
|
|
|
|
|
|
Beginning
of Year
|
|
|
218,436,949
|
|
|
194,032,594
|
|
|
|
|
|
|
|
|
|
End
of Year
|
|
$
|
234,263,263
|
|
$
|
218,436,949
|
|
See
accompanying notes.
The
Scotts Company LLC
Retirement
Savings Plan
The
following description of The Scotts Company LLC Retirement Savings Plan (the
"Plan") provides only general information. Participants should refer to the
Plan
document for a complete description of the Plan's provisions, such as
eligibility, vesting, allocation and funding.
General:
The
Plan
is a defined contribution plan covering all eligible employees of The Scotts
Company LLC (the "Company") who meet the eligibility requirements. It is
subject
to the provisions of the Employee Retirement Income Security Act of 1974
(ERISA).
Eligibility:
Regular
domestic employees of the Company are eligible to participate in the Plan
on the
first day of the month coincident with or immediately following their date
of
employment. Regular employees of EG Systems, Inc. doing business as Scotts
LawnService®, a subsidiary of the Company, are eligible to receive base
retirement contributions on the first day of the month after completing one
year
of eligibility service and are eligible to make contributions and receive
matching contributions on the first day of the month coincide with or after
completing 60 days of service. Effective January 1, 2003, temporary employees
are not eligible to participate in the Plan.
Employee
Contributions:
The
Plan
provides for a participant to make pre-tax contributions up to 75% of eligible
wages, not to exceed the annual Internal Revenue Service ("IRS") maximum
deferral amount. The maximum pre-tax contributions for the years ended December
31, 2007 and 2006 were $15,500 and $15,000 respectively. The Plan also provides
that participants who are projected to be age 50 or older by the end of the
calendar year and who are making deferral contributions to the Plan may also
make catch-up contributions of up to $5,000 during each of the years ended
December 31, 2007 and 2006.
Employer
Contributions:
The
Plan
provides a base retirement contribution for all eligible employees. Generally,
eligible employees receive an allocation equal to 2% of monthly compensation.
This percentage increases to 4% when employees' year-to-date compensation
exceeds 50% of the social security taxable wage base. The Company also matches
participant pre-tax contributions dollar for dollar for the first 3% of pay
and
matches $0.50 on the dollar for the next 2% of participant pre-tax
contributions.
Contributions
are subject to limitations on annual additions and other limitations imposed
by
the Internal Revenue Code as defined in the Plan agreement.
NOTES
TO
FINANCIAL STATEMENTS
The
Scotts Company LLC
Retirement
Savings Plan
1 |
Description
of Plan, Continued
|
Participants'
Accounts:
401(k)
Accounts - Each participant's account is credited with the participant's
elective contributions, employer matching contributions, earnings and losses
thereon.
Rollover
contributions from other Plans are also accepted, providing certain specified
conditions are met.
Vesting:
All
participants are immediately vested in their contributions plus actual earnings
thereon. Matching and transition contributions made by the Company vest
immediately. However, base contributions made by the Company vest after three
years of service or immediately upon death or disability.
Forfeitures:
The
nonvested portions of participant account balances are forfeitable and used
to
reduce employer contributions to the Plan. Plan forfeitures used totaled
$767,029 and $411,470 for the years ended December 31, 2007 and 2006,
respectively.
Participants'
Loans:
Loans
are
permitted under certain circumstances and are subject to limitations.
Participants may borrow from their account up to a maximum equal to the lesser
of $50,000 or 50% of their account balance. Loans are repaid over a period
not
to exceed 5 years with exceptions for the purchase of a primary residence.
The
loans are secured by the balance in the participant's account and bear interest
at rates established by Fidelity Management Trust Company. Principal and
interest are paid ratably through monthly payroll deductions.
Other
Plan Provisions:
Normal
retirement age is 65, however the Plan also provides for in-service withdrawals
for active employees under certain circumstances.
Payment
of Benefits:
Participants
are eligible to receive benefit payments upon termination, retirement, death
or
disability equal to the vested balance of the participant's account as of
the
business day the trustee processes the distribution.
NOTES
TO
FINANCIAL STATEMENTS
The
Scotts Company LLC
Retirement
Savings Plan
1 |
Description
of Plan, Continued
|
Hardship
Withdrawals:
Hardship
withdrawals are permitted in accordance with Internal Revenue Service
guidelines.
Investment
Options:
Upon
enrollment in the Plan, a participant may direct their contributions in any
or
all of the investment options under the Plan.
2 |
Summary
of Significant Accounting
Policies
|
Basis
of Accounting:
The
financial statements of the Plan have been prepared on the accrual basis
of
accounting in accordance with generally accepted accounting
principles.
Investments:
The
Plan’s investments are stated at fair value. Quoted market prices are used to
value investments. Shares of mutual funds are valued at the net asset value
of
shares held by the Plan at year-end.
As
described in Financial Accounting Standards Board Staff Position, FSP AAG
INV-1
and SOP 94-4-1, "Reporting of Fully Benefit-Responsive Investment Contracts
Held
by Certain Investment Companies Subject to the AICPA Investment Company Guide
and Defined-Contribution Health and Welfare and Pension Plans" (the FSP),
investment contracts held by a defined-contribution plan are required to
be
reported at fair value. However, contract value is the relevant measurement
attribute for that portion of the net assets available for benefits of a
defined-contribution plan attributable to fully benefit-responsive investment
contracts because contract value is the amount participants would receive
if
they were to initiate permitted transactions under the terms of the Plan.
As
required by the FSP, the Statement of Net Assets Available for Benefits presents
the fair value of the investment contracts as well as the adjustment of the
fully benefit-responsive investment contracts from fair value to contract
value.
The Statement of Changes in Net Assets Available for Benefits is prepared
on a
contract value basis.
The
fair
value of the wrapper investment is calculated by discounting the related
cash
flows based on current yields of similar instruments with comparable
durations.
Participants'
loans are valued at their outstanding balances, which approximates fair
value.
NOTES
TO
FINANCIAL STATEMENTS
The
Scotts Company LLC
Retirement
Savings Plan
2 |
Summary
of Significant Accounting Policies,
Continued
|
Investments,
Continued:
Cash
equivalents include short-term investments with original term to maturity
of 90
days or less. Cost approximates fair value.
The
Plan
presents in the statement of changes in net assets available for benefits
the
net appreciation (depreciation) in the fair value of its investments, which
consists of the realized gains or losses and the unrealized appreciation
(depreciation) on those investments. Gains and losses on sales of investments
are based on the average cost method.
Use
of Estimates:
The
preparation of financial statements in conformity with generally accepted
accounting principles requires the Plan to make estimates and assumptions
that
affect the reported amounts of net assets available for benefits at the date
of
the financial statements, changes in net assets available for benefits during
the reporting period and, when applicable, disclosures of contingent assets
and
liabilities at the date of the financial statements. Actual results could
differ
from those estimates.
Payments
of Benefits:
Benefits
are recorded when paid.
Administrative
Fees:
The
Company pays for all administrative fees except those that are participant
specific, such as loan establishment and maintenance fees.
Risks
and Uncertainties:
The
Plan
provides various investment options, which are subject to various risks,
such as
interest rate, market and credit risks. Due to the level of risk associated
with
certain investment securities, it is at least reasonably possible that changes
in the values of investment securities will occur in the near term and that
such
changes could materially affect participant account balances and the amounts
reported in the statement of net assets available for
benefits.
NOTES
TO
FINANCIAL STATEMENTS
The
Scotts Company LLC
Retirement
Savings Plan
The
following fair values of the investments individually represent 5% or more
of
net assets available for benefits as of December 31:
|
|
2007
|
|
2006
|
|
Dodge
and Cox Stock Fund
|
|
$
|
17,596,623
|
|
$
|
15,501,108
|
|
EuroPacific
Growth Fund-Class A
|
|
|
19,174,580
|
|
|
14,143,510
|
|
Fidelity
Blue Chip Fund
|
|
|
22,712,543
|
|
|
21,493,816
|
|
Fidelity
Contrafund
|
|
|
26,696,055
|
|
|
21,571,540
|
|
Fidelity
Managed Income Portfolio
|
|
|
25,182,677
|
|
|
27,211,156
|
|
Fidelity
Puritan Fund
|
|
|
23,140,365
|
|
|
24,388,839
|
|
Managers
Special Equity Fund
|
|
|
13,468,313
|
|
|
13,559,000
|
|
Spartan
U.S. Equity Index Fund
|
|
|
19,832,975
|
|
|
20,253,923
|
|
The
Scotts Miracle-Gro Company Common Shares
|
|
|
16,449,323
|
|
|
16,686,541
|
|
NOTES
TO
FINANCIAL STATEMENTS
The
Scotts Company LLC
Retirement
Savings Plan
4 |
Investment
Contract with Fidelity Trust
Company
|
The
Plan
holds a stable value investment contract, Fidelity Managed Income Portfolio,
(the Portfolio) with Fidelity Investments, the trustee. The Portfolio is
an
open-end commingled pool dedicated exclusively to the management of assets
of
defined contribution plans. The Portfolio invests in underlying assets
(typically fixed-income securities or bond funds and may include derivative
instruments such as futures contracts and swap agreements) and enters into
"wrapper" contracts issued by a third party. The account is credited with
earnings on the underlying investments and charged for participant withdrawals
and administrative expenses. The wrap issuer agrees to pay the Portfolio
an
amount sufficient to cover unitholder redemptions and certain other payments
(such as portfolio expenses), provided all the terms of the wrap contract
have
been met. Wrappers are normally purchased from issuers rated in the top three
long-term rating categories (A- or the equivalent and above).
As
described in Note 2, because the stable value investment contract is fully
benefit-responsive, contract value is the relevant measurement attribute
for
that portion of the net assets available for benefits attributable to the
stable
value investment contract. Contract value, as reported by Fidelity, represents
contributions made under the contract, plus earnings, less participant
withdrawals and administrative expenses. Participants may ordinarily direct
the
withdrawal or transfer of all or a portion of their investment at contract
value.
There
are
no reserves against contract value for credit risk of the contract issuer
or
otherwise. The crediting interest rate is based on a formula agreed upon
with
the issuer. Such interest rates are reviewed on a quarterly basis for
resetting.
Certain
events limit the ability of the Plan to transact at contract value with the
issuer. Such events include the following: (1) amendments to the Plan documents
(including complete or partial plan termination or merger with another plan),
(2) changes to Plan’s prohibition on competing investment options or deletion of
equity wash provisions, (3) bankruptcy of the Plan sponsor or other Plan
sponsor
events (for example, divestitures or spin-offs of a subsidiary) that cause
a
significant withdrawal from the Plan, or (4) the failure of the trust to
qualify
for exemption from federal income taxes or any required prohibited transaction
exemption under Employee Retirement Income Security Act of 1974. The Plan
administrator does not believe that the occurrence of any such value event,
which would limit the Plan’s ability to transact at contract value with
participants, is probable.
The
guaranteed bank investment contract does not permit Fidelity to terminate
the
agreement prior to the scheduled maturity date.
NOTES
TO
FINANCIAL STATEMENTS
The
Scotts Company LLC
Retirement
Savings Plan
4 |
Investment
Contract with Fidelity Trust Company,
Continued
|
The
following are the average yields for the guaranteed bank investment contract
for
2007 and 2006:
Average
Yields:
|
|
2007
|
|
2006
|
|
|
|
|
|
|
|
Based
on actual earnings
|
|
|
4.31
|
%
|
|
3.90
|
%
|
Based
on interest rates credited to participants
|
|
|
4.40
|
%
|
|
4.27
|
%
|
5 Tax
Status
The
Plan
obtained a determination letter dated September 24, 2003, in which the Internal
Revenue Service stated that the Plan, as amended through February 4, 2002,
was
in compliance with the applicable requirements of the Internal Revenue Code.
The
Plan administrator, the Company and the Plan's legal counsel believe that
the
Plan is designed and has been operated in compliance with the applicable
requirements of the Internal Revenue Code. On January 31, 2007, the Company
applied for a new determination letter to cover all amendments to the Plan
subsequent to February 4, 2002. Accordingly, no provision for federal income
taxes has been made.
6 Plan
Termination
Although
it has not expressed any intent to do so, the Company has the right under
the
Plan to terminate the Plan or its contributions subject to the provisions
of
ERISA. In the event the Plan is terminated, participants will become fully
vested in their accounts.
7 Reconciliation
of Financial Statements to Form 5500
The
following is a reconciliation of net assets available for benefits per the
financial statements to the Form 5500:
|
|
December
31
|
|
December
31
|
|
|
|
2007
|
|
2006
|
|
Net
assets available for benefits per the financial statements
|
|
$
|
234,263,263
|
|
$
|
218,436,949
|
|
|
|
|
|
|
|
|
|
Adjustment
from fair value to contract value for fully benefit-responsive
investment
contracts
|
|
|
(273,673
|
)
|
|
(273,491
|
)
|
|
|
|
|
|
|
|
|
Rounding
|
|
|
-
|
|
|
(3
|
)
|
|
|
|
|
|
|
|
|
Net
assets available for benefits per the Form 5500
|
|
$
|
233,989,590
|
|
$
|
218,163,455
|
|
NOTES
TO
FINANCIAL STATEMENTS
The
Scotts Company LLC
Retirement
Savings Plan
7 |
Reconciliation
of Financial Statements to Form 5500,
Continued
|
The
following is a reconciliation of investment income per the financial statements
to the Form 5500.
|
|
Year Ended
|
|
|
|
December 31, 2007
|
|
Investment income per the
financial statements
|
|
$
|
13,802,458
|
|
|
|
|
|
|
Adjustment
from fair value to contract value for fully benefit-responsive
investment
contracts - current year
|
|
|
(273,673
|
)
|
|
|
|
|
|
Adjustment
from fair value to contract value for fully benefit-responsive
investment
contracts - prior year
|
|
|
273,491
|
|
|
|
|
|
|
Rounding
|
|
|
4
|
|
|
|
|
|
|
|
|
$
|
13,802,280
|
|
8 |
Party-in-Interest
Transactions
|
Certain
Plan investments are shares of mutual funds managed by Fidelity, the Trustee
as
defined by the Plan and therefore, these transactions qualify as
party-in-interest. Usual and customary fees were paid by the mutual fund
for the
investment management services.
9 |
Transfers
into the Plan
|
On
June
1, 2006, the Morning Song Wild Bird Food 401(k) Savings Retirement Plan
("Morning Song Plan") transferred its net assets into the Plan in the amount
of
$1,570,975. Prior to the merger, the Morning Song Plan covered eligible
employees of Gutwein & Co., Inc. Also, the Plan was amended so that the
participants of the Morning Song Plan could immediately participant in the
Plan.
NOTES
TO
FINANCIAL STATEMENTS
The
Scotts Company LLC
Retirement
Savings Plan
10 |
Recently
Issued Accounting
Pronouncements
|
In
September 2006, the Financial Accounting Standards Board (“FASB”)
issued Statement of Financial Accounting Standards (“SFAS”)
No. 157, “Fair
Value Measurements” (“SFAS 157”).
SFAS 157
defines fair value, establishes a framework for measuring fair value, and
expands disclosures about fair value measurements. The Plan will be required
to
adopt SFAS 157 no later than January 1, 2008. The effect of this pronouncement
on these financial statements has not been determined.
On
February 15, 2007, the FASB issued SFAS No. 159, “The Fair Value
Option for Financial Assets and Financial Liabilities” (“SFAS
159”), which
allows an
entity the irrevocable option to elect fair value for the initial and subsequent
measurement for certain financial assets and liabilities on a
contract-by-contract basis. Subsequent changes in fair value of these financial
assets and liabilities would be recognized in earnings when they occur. SFAS
159
further establishes certain additional disclosure requirements. SFAS 159
is
effective for the Plan’s financial statements for the fiscal year beginning on
January 1, 2008, with earlier adoption permitted. The effect of this
pronouncement on these financial statements has not been
determined.
In
March
2008, the FASB issued SFAS No. 161, “Disclosure
about
Derivative Instruments and Hedging Activities” (“SFAS
161”),
which amends
the disclosure requirements of SFAS 133. SFAS 161 requires increased disclosures
about derivative instruments and hedging activities and their effects on
an
entity's financial position, financial performance, and cash flows. SFAS
161 is
effective for fiscal years beginning after November 15, 2008, with early
adoption permitted. SFAS 161 is not expected to have a material impact on
the
Plan’s
financial statements.
In
May
2008, the FASB issued SFAS No. 162, “The Hierarchy
of
Generally Accepted Accounting Principles” (“SFAS
162”),
which is
intended to improve financial reporting by identifying the sources of accounting
principles and a consistent framework, or hierarchy, for selecting accounting
principles to be used in preparing financial statements that are presented
in
conformity with U.S. GAAP for nongovernmental entities. SFAS 162 will be
effected 60 days after U.S. Securities and Exchange Commission approves the
Public Company Accounting Oversight Board's amendments to AU section 411,
"The
Meaning of Present Fairly in Conformity With Generally Accepted Accounting
Principles". SFAS 162 is not expected to have a material impact on the Plan's
financial statements.
Form
5500, Schedule H, Part IV, Line 4i
The
Scotts Company LLC
Retirement
Savings Plan (formerly known as The Scotts Company Retirement Savings
Plan)
EIN
31-1414921
Plan
Number 001
December
31, 2007
|
|
(b) Identity of Issue,
|
|
(c) Description of Investment Including
|
|
|
|
(e)
|
|
|
|
Borrower, Lessor,
|
|
Maturity Date, Rate of Interest,
|
|
(d)
|
|
Current
|
|
(a)
|
|
or Similar Party
|
|
Collateral, Par or Maturity Value
|
|
Cost
|
|
Value
|
|
|
|
|
CRM Small Cap Value Fund
|
|
|
Registered Investment Company
|
|
|
N/A
|
|
$
|
3,334,050
|
|
|
|
|
Dodge
and Cox Stock Fund
|
|
|
Registered
Investment Company
|
|
|
N/A
|
|
|
17,596,623
|
|
|
|
|
EuroPacific
Growth Fund-Class A
|
|
|
Registered
Investment Company
|
|
|
N/A
|
|
|
19,174,580
|
|
*
|
|
|
Fidelity
Blue Chip Fund
|
|
|
Registered
Investment Company
|
|
|
N/A
|
|
|
22,712,543
|
|
*
|
|
|
Fidelity
Contrafund
|
|
|
Registered
Investment Company
|
|
|
N/A
|
|
|
26,696,055
|
|
*
|
|
|
Fidelity
Freedom Income Fund
|
|
|
Registered
Investment Company
|
|
|
N/A
|
|
|
1,134,444
|
|
*
|
|
|
Fidelity
Freedom 2000 Fund
|
|
|
Registered
Investment Company
|
|
|
N/A
|
|
|
1,071,999
|
|
*
|
|
|
Fidelity
Freedom 2005 Fund
|
|
|
Registered
Investment Company
|
|
|
N/A
|
|
|
329,790
|
|
*
|
|
|
Fidelity
Freedom 2010 Fund
|
|
|
Registered
Investment Company
|
|
|
N/A
|
|
|
5,055,818
|
|
*
|
|
|
Fidelity
Freedom 2015 Fund
|
|
|
Registered
Investment Company
|
|
|
N/A
|
|
|
535,376
|
|
*
|
|
|
Fidelity
Freedom 2020 Fund
|
|
|
Registered
Investment Company
|
|
|
N/A
|
|
|
10,950,002
|
|
*
|
|
|
Fidelity
Freedom 2025 Fund
|
|
|
Registered
Investment Company
|
|
|
N/A
|
|
|
58,106
|
|
*
|
|
|
Fidelity
Freedom 2030 Fund
|
|
|
Registered
Investment Company
|
|
|
N/A
|
|
|
6,357,045
|
|
*
|
|
|
Fidelity
Freedom 2035 Fund
|
|
|
Registered
Investment Company
|
|
|
N/A
|
|
|
210,102
|
|
*
|
|
|
Fidelity
Freedom 2040 Fund
|
|
|
Registered
Investment Company
|
|
|
N/A
|
|
|
2,050,515
|
|
*
|
|
|
Fidelity
Freedom 2045 Fund
|
|
|
Registered
Investment Company
|
|
|
N/A
|
|
|
59,141
|
|
*
|
|
|
Fidelity
Freedom 2050 Fund
|
|
|
Registered
Investment Company
|
|
|
N/A
|
|
|
180,548
|
|
*
|
|
|
Fidelity
Low Price Stock Fund
|
|
|
Registered
Investment Company
|
|
|
N/A
|
|
|
6,374,267
|
|
*
|
|
|
Fidelity
Managed Income Portfolio
|
|
|
Common
Collective Trust
|
|
|
N/A
|
|
|
25,182,677
|
|
*
|
|
|
Fidelity
Puritan Fund
|
|
|
Registered
Investment Company
|
|
|
N/A
|
|
|
23,140,365
|
|
|
|
|
Managers
Special Equity Fund
|
|
|
Registered
Investment Company
|
|
|
N/A
|
|
|
13,468,313
|
|
|
|
|
PIMCO
Total Return Fund
|
|
|
Registered
Investment Company
|
|
|
N/A
|
|
|
5,892,397
|
|
|
|
|
Spartan
U.S. Equity Index Fund
|
|
|
Registered
Investment Company
|
|
|
N/A
|
|
|
19,832,975
|
|
*
|
|
|
The
Scotts Miracle-Gro Company Common Shares
|
|
|
Employer
Securities
|
|
|
N/A
|
|
|
16,449,323
|
|
*
|
|
|
Participant
Loans
|
|
|
Notes
receivable (interest at rates ranging from 5.0% to 10%
due through June 11, 2012)
|
|
|
N/A
|
|
|
6,123,133
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
233,970,187
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
*
|
|
|
Party-in-interest
to the Plan.
|
|
|
|
|
|
|
|
|
|
|
THE
SCOTTS COMPANY LLC RETIREMENT SAVINGS PLAN
ANNUAL
REPORT ON FORM 11-K
FOR
FISCAL YEAR ENDED DECEMBER 31, 2007
INDEX
TO
EXHIBITS
EXHIBIT
NO.
|
|
DESCRIPTION
|
|
|
|
|
|
23.1
|
|
Consent
of Independent Registered Public
Accounting
Firm - Meaden & Moore, Ltd.
|
|