UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2004
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from _____________ to ___________
Commission file number 033-47073
A. Full title of the plan and the address of the plan, if different
from that of the issuer named below:
The Scotts Company LLC Retirement Savings Plan
(formerly known as The Scotts Company Retirement Savings Plan)
B. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office:
The Scotts Miracle-Gro Company
(public company successor to The Scotts Company)
14111 Scottslawn Road
Marysville, Ohio 43041
REQUIRED INFORMATION
The following financial statements and supplemental schedule for The
Scotts Company LLC Retirement Savings Plan (formerly known as The Scotts Company
Retirement Savings Plan) are being filed herewith:
Audited Financial Statements
Reports of Independent Registered Public Accounting Firms
Financial Statements:
Statement of Net Assets Available
for Benefits as of December 31, 2004 and 2003
Statement of Changes in Net Assets Available
for Benefits for the Years Ended December 31, 2004 and
2003
Notes to Financial Statements
Supplemental Schedule:
Schedule of Assets Held for Investment Purposes at End of Year,
Schedule H, Line 4i - December 31, 2004
Note: Other supplemental schedules required by Section 252.103-10 of
the Department of Labor's Rules and Regulations for Reporting
and Disclosure under ERISA have been omitted because they are
not applicable.
The following exhibits are being filed herewith:
Exhibit No. Description
----------- -----------
23.1 Consent of Independent Registered Public Accounting Firm -
Meaden & Moore, Ltd.
23.2 Consent of Independent Registered Public Accounting Firm -
PricewaterhouseCoopers LLP
2
SIGNATURES
The Plan. Pursuant to the requirements of the Securities Exchange Act
of 1934, the trustees (or other persons who administer the employee benefit
plan) have duly caused this annual report to be signed on its behalf by the
undersigned hereunto duly authorized.
THE SCOTTS COMPANY LLC RETIREMENT SAVINGS
PLAN (formerly known as The Scotts Company
Retirement Savings Plan)
Date: June 29, 2005 By: /s/ CHRISTOPHER L. NAGEL
---------------------------------------
Printed Name: CHRISTOPHER L. NAGEL
Title: Executive Vice President and Chief
Financial Officer of The Scotts
Company LLC and Member of the
Administrative Committee
3
THE SCOTTS COMPANY LLC RETIREMENT SAVINGS PLAN (formerly known as The Scotts
Company Retirement Savings Plan)
INDEX TO FINANCIAL STATEMENTS
DECEMBER 31, 2004 AND 2003
PAGE
----
Reports of Independent Registered Public Accounting Firms 5
Financial Statements:
Statement of Net Assets Available for Benefits as of
December 31, 2004 and 2003 7
Statement of Changes in Net Assets Available for Benefits
for the Years Ended December 31, 2004 and 2003 8
Notes to Financial Statements 9
SUPPLEMENTAL SCHEDULE:
Schedule of Assets Held for Investment Purposes at end of year,
Schedule H, Line 4i - December 31, 2004 16
Note: Other supplemental schedules required by Section 252.103-10 of the
Department of Labor's Rules and Regulations for Reporting and
Disclosure under ERISA have been omitted because they are not
applicable.
4
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
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 THE SCOTTS COMPANY LLC RETIREMENT SAVINGS PLAN (formerly known as The
Scotts Company Retirement Savings Plan) and the related Statement of Changes in
Net Assets Available for Benefits for the year ended December 31, 2004. 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 audit. The financial statements of THE SCOTTS COMPANY RETIREMENT SAVINGS
PLAN as of December 31, 2003 and for the year then ended, were audited by other
auditors whose report dated June 18, 2004 expressed an unqualified opinion on
these financial statements.
We conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. 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 (formerly known as The Scotts Company
Retirement Savings Plan) as of December 31, 2004, and the changes in its net
assets available for benefits for the year 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, 2004, is presented for the purposes of
additional analysis and is not a required part of the financial statements but
is supplementary 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.
/s/ MEADEN & MOORE, LTD.
Certified Public Accountants
June 13, 2005
Cleveland, Ohio
5
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Participants and Administrator of
The Scotts Company Retirement Savings Plan
In our opinion, the accompanying statement of net assets available for benefits
and the related statement of changes in net assets available for benefits
present fairly, in all material respects, the net assets available for benefits
of The Scotts Company Retirement Savings Plan (the "Plan") at December 31, 2003,
and the changes in net assets available for benefits for the year ended December
31, 2003 in conformity with accounting principles generally accepted in the
United States of America. 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 audit. We conducted our audit of these
statements in accordance with the standards of the Public Company Accounting
Oversight Board (United States). Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant estimates
made by management, and evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
Our audit was conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule of Assets (Held
at End of Year) is presented for the purpose of additional analysis and is not a
required part of the basic financial statements but is supplementary information
required by the Department of Labor's Rules and Regulations for Reporting and
Disclosure under the Employee Retirement Income Security Act of 1974. This
supplemental schedule is the responsibility of the Plan's management. The
supplemental schedule has been subjected to the auditing procedures applied in
the audit of the basic financial statements and, in our opinion, is fairly
stated in all material respects in relation to the basic financial statements
taken as a whole.
/s/ PricewaterhouseCoopers LLP
Columbus, Ohio
June 18, 2004
6
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
The Scotts Company LLC
Retirement Savings Plan
(formerly known as The Scotts Company
Retirement Savings Plan)
December 31
2004 2003
------------ ------------
ASSETS
Cash and cash equivalents $ 811,228 $ -
Receivables:
Employer contribution receivable 731 -
Employee contribution receivable 1,501 -
Interest receivable 1,180 -
------------ ------------
3,412 -
Investments, at fair value:
Investment in master trust - 160,253,715
CRM Small Cap Value Fund 990,898 -
Dodge and Cox Stock Fund 8,555,313 -
EuroPacific Growth Fund-Class A 6,912,464 -
Fidelity Blue Chip Fund 25,069,881 -
Fidelity Contrafund 15,655,108 -
Fidelity Freedom Income Fund 833,449 -
Fidelity Freedom 2000 Fund 1,341,944 -
Fidelity Freedom 2010 Fund 5,483,073 -
Fidelity Freedom 2020 Fund 7,621,442 -
Fidelity Freedom 2030 Fund 4,470,502 -
Fidelity Freedom 2040 Fund 436,234 -
Fidelity Low Price Stock Fund 6,453,964 -
Fidelity Managed Income Portfolio 22,105,985 -
Fidelity Puritan Fund 26,888,749 -
Managers Special Equity Fund 13,570,085 -
PIMCO Total Return Fund 5,402,096 -
Spartan U.S. Equity Index Fund 20,369,611 -
The Scotts Company Common Shares 11,055,423 -
Participant Loans 4,448,271 3,619,444
------------ ------------
Total Investments 187,664,492 163,873,159
------------ ------------
Total Assets 188,479,132 163,873,159
LIABILITIES - -
------------ ------------
Net Assets Available for Benefits $188,479,132 $163,873,159
============ ============
See accompanying notes.
7
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
The Scotts Company LLC
Retirement Savings Plan
(formerly known as The Scotts Company
Retirement Savings Plan)
Year Ended December 31
2004 2003
------------ ------------
Additions to Net Assets Attributed to:
Contributions:
Employer $ 10,519,245 $ 8,767,066
Participant 10,708,371 9,502,254
------------ ------------
21,227,616 18,269,320
Interest on participant loans 219,098 197,669
Interest income and dividends 4,450,701 -
Net appreciation of investments 13,124,409 -
Net gain from master trust - 28,002,305
------------ ------------
Total Additions 39,021,824 46,469,294
Deductions from Net Assets Attributed to:
Benefits paid to participants 14,381,897 10,072,477
Other 33,954 27,265
------------ ------------
Total Deductions 14,415,851 10,099,742
------------ ------------
Net Increase 24,605,973 36,369,552
Net Assets Available for Benefits:
Beginning of Year 163,873,159 127,503,607
------------ ------------
End of Year $188,479,132 $163,873,159
============ ============
See accompanying notes.
8
NOTES TO FINANCIAL STATEMENTS
The Scotts Company LLC
Retirement Savings Plan
(formerly known as The Scotts Company
Retirement Savings Plan)
1 DESCRIPTION OF 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. Also,
refer to Note 9 regarding a subsequent event and its effect on the Plan.
GENERAL:
The Plan is a defined contribution plan covering all eligible employees of
The Scotts Company LLC 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 immediately following their date of
employment. Regular employees of E.G. Systems, Inc. doing business as
Scotts Lawn Service, 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 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 or after-tax
contributions up to 75% of eligible wages, not to exceed the annual
Internal Revenue Service ("IRS") maximum deferral amount.
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. Additionally, the
Company remitted transitional contributions for 1998 to 2002 to certain
participants who were also participants of certain retirement plans
previously sponsored by The Scotts Company or its subsidiaries.
Contributions are subject to limitations on annual additions and other
limitations imposed by the Internal Revenue Code as defined in the Plan
agreement.
9
NOTES TO FINANCIAL STATEMENTS
The Scotts Company LLC
Retirement Savings Plan
(formerly known as The Scotts Company
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 $158,230 and $147,011 for the years ended December 31, 2004 and
2003, respectively.
PARTICIPANTS' LOANS:
Loans are available to participants from their individual accounts subject
to the terms of the Plan.
OTHER PLAN PROVISIONS:
Normal retirement age is 65, however, a participant may elect early
retirement on or after age 55 and completing five years of vested service.
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.
10
NOTES TO FINANCIAL STATEMENTS
The Scotts Company LLC
Retirement Savings Plan
(formerly known as The Scotts Company
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 his or her
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:
Excluding participant loans, investments are stated at quoted market
prices. Participants' loans are valued at cost, which approximates fair
value.
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 2004 statements of changes in net assets
available for benefits the net appreciation (depreciation) in the fair
value of 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.
The Plan presents in the 2003 statement of changes in net assets available
for benefits its proportionate share of the net gain or loss of master
trust investments (Note 3). The net gain includes the net appreciation in
the fair value of investments, which consists of the realized gains or
losses and the unrealized appreciation (depreciation) on those
investments. Gains and losses on sales of investments within the master
trust 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.
11
NOTES TO FINANCIAL STATEMENTS
The Scotts Company LLC
Retirement Savings Plan
(formerly known as The Scotts Company
Retirement Savings Plan)
2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED
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 for 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.
3 MASTER TRUST
Effective January 1, 2000, a master trust was established to commingle
certain assets of the Plan and certain assets of the Company's other
defined contribution plan, The Scotts Company Union Retirement Savings
Plan ("Union Plan"). Each plan's accounting is maintained separately. The
Plan's proportionate share of master trust investments and gains and
losses is displayed on the accompanying financial statements. Plan
activities, such as contributions and benefit payments, are recorded in
the individual plan's accounting records.
The Union Plan has been terminated. The distribution of the Union Plan's
assets was completed during 2003, and there is no longer a master trust in
2004.
Net earnings of the master trust are allocated between the plans based on
a weighted average of assets related to each plan. Total net earnings for
the master trust for the year ended December 31, 2003, are as follows:
2003
-------------------------------------------------------------------
Net
Appreciation
Interest and in Fair Value Administration
Dividends of Securities Expenses Total
--------- ------------- -------------- ------------
Mutual funds $ 2,189,222 $ 23,614,605 $ (16,698) $ 25,787,129
Common trust fund 872,067 - (7,655) 864,412
The Scotts Stock Fund - 1,364,621 (2,617) 1,362,004
------------ ------------ ------------ ------------
$ 3,061,289 $ 24,979,226 $ (26,970) $ 28,013,545
============ ============ ============ ============
12
NOTES TO FINANCIAL STATEMENTS
The Scotts Company LLC
Retirement Savings Plan
(formerly known as The Scotts Company
Retirement Savings Plan)
3 MASTER TRUST, CONTINUED
Total assets held in the master trust at December 31, 2003, were as
follows:
INVESTMENTS
Mutual funds, at fair value $130,949,241
Common trust fund, at fair value 20,299,693
The Scotts Stock Fund, at fair value 9,004,781
------------
Total investments 160,253,715
------------
Total master trust net assets $160,253,715
============
The Scotts Company LLC Retirement Savings Plan interest in master trust net assets 100%
Accounting policies discussed in Note 2 also apply to the master trust.
At December 31, 2003, the master trust held certain investments in mutual
funds managed by the Trustee. Purchases and sales of these mutual funds
are open market transactions at fair value. Consequently, such
transactions are permitted under the provisions of the Plan and exempt
from prohibition of party-in-interest transactions under the IRS Code and
the Employee Retirement Income Security Act of 1974 ("ERISA")
4 INVESTMENTS
At December 31, 2003, the master trust had investments in The Scotts Stock
Fund, which invests in the common stock of the Company, as follows:
Fair Market
Units Value
----- -----
523,230 $ 9,004,781
======= ===========
13
NOTES TO FINANCIAL STATEMENTS
The Scotts Company LLC
Retirement Savings Plan
(formerly known as The Scotts Company
Retirement Savings Plan)
4 INVESTMENTS, CONTINUED
The following fair values of the investments individually represent 5% or
more of net assets available for benefits as of December 31:
2004
-----------
Fidelity Blue Chip Fund $25,069,881
Fidelity Contrafund $15,655,108
Fidelity Managed Income Portfolio $22,105,985
Fidelity Puritan Fund $26,888,749
Managers Special Equity Fund $13,570,085
Spartan U.S. Equity Index Fund $20,369,611
The Scotts Company Common Shares $11,055,423
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.
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,
2004 2003
------------- -------------
Net assets available for benefits per the
financial statements $ 188,479,132 $ 163,873,159
Amounts allocated to withdrawing participants - (224,485)
------------- -------------
Net assets available for benefits per the
Form 5500 $ 188,479,132 $ 163,648,674
============= =============
14
NOTES TO FINANCIAL STATEMENTS
The Scotts Company LLC
Retirement Savings Plan
(formerly known as The Scotts Company
Retirement Savings Plan)
7 RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500, CONTINUED
The following is a reconciliation of the benefits paid to participants per
the financial statements to the Form 5500:
Year Ended December 31
2004 2003
------------ ------------
Benefits paid to participants per the financial statements $ 14,381,897 $ 10,072,477
Amounts allocated to withdrawing participants at December 31, 2003 (224,485) 224,485
Amounts allocated to withdrawing participants at December 31, 2002 - (128,732)
------------ ------------
Benefits paid to participants per the Form 5500 $ 14,157,412 $ 10,168,230
============ ============
8 PARTY-IN-INTEREST TRANSACTIONS
Certain Plan investments are shares of mutual funds managed by Fidelity
Trust Company, the Trustees 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 SUBSEQUENT EVENT
On March 18, 2005 (the "Effective Time"), The Scotts Company ("Scotts")
consummated the restructuring of Scotts' corporate structure into a
holding company structure by merging Scotts into a newly-created,
wholly-owned, second-tier Ohio limited liability company subsidiary, The
Scotts Company LLC ("Scotts LLC"), pursuant to an Agreement and Plan of
Merger, dated as of December 13, 2004, by and among Scotts, Scotts LLC and
The Scotts Miracle-Gro Company ("Scotts Miracle-Gro"). This merger is
referred to as the "Restructuring Merger."
Upon consummation of the Restructuring Merger, each of Scotts' common
shares, without par value (the "Scotts Common Shares"), issued and
outstanding immediately prior to the Effective Time was automatically
converted into one fully paid and nonassessable common share, without par
value, of Scotts Miracle-Gro (the "Scotts Miracle-Gro Common Shares").
Also, the entire class of Scotts Miracle-Gro Common Shares became
registered under Section 12(b) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), in accordance with Rule 12g-3 under the
Exchange Act. As a result of the Restructuring Merger, Scotts Miracle-Gro
is the new parent holding company and the public company successor to
Scotts. Scotts LLC is the successor to Scotts and is a direct,
wholly-owned subsidiary of Scotts Miracle-Gro.
As of the Effective Time, Scotts maintained The Scotts Company Retirement
Savings Plan (the "Retirement Savings Plan"). As of the Effective Time,
Scotts LLC assumed the obligations of Scotts under the Retirement Savings
Plan. The Scotts Common Shares attributable to the accounts of
participants under the Retirement Savings Plan relating to common share
units immediately prior to the Effective Time were, by virtue of the
Restructuring Merger, converted into the same number of Scotts Miracle-Gro
Common Shares and those Scotts Miracle-Gro Common Shares are attributable
to the accounts of those participants upon the same terms and subject to
the same conditions as were in effect at the Effective Time.
All provisions of the Retirement Savings Plan remain the same following
the Restructuring Merger, except that the Retirement Savings Plan has been
amended to change the name of the Retirement Savings Plan from "The Scotts
Company Retirement Savings Plan" to "The Scotts Company LLC Retirement
Savings Plan" and to revise certain definitions and other provisions of
the Retirement Savings Plan to reflect the assumption of the Retirement
Savings Plan by Scotts LLC and the ability to invest in Scotts Miracle-Gro
Common Shares instead of Scotts Common Shares under the Retirement Savings
Plan. From and after the Effective Time, all amounts contributed to the
Retirement Savings Plan's "Scotts Miracle-Gro Stock Fund" will be invested
in securities of Scotts Miracle-Gro.
15
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES AT END OF YEAR
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, 2004
(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 $ 990,898
Dodge and Cox Stock Fund Registered Investment Company N/A 8,555,313
EuroPacific Growth Fund-Class A Registered Investment Company N/A 6,912,464
* Fidelity Blue Chip Fund Registered Investment Company N/A 25,069,881
* Fidelity Contrafund Registered Investment Company N/A 15,655,108
* Fidelity Freedom Income Fund Registered Investment Company N/A 833,449
* Fidelity Freedom 2000 Fund Registered Investment Company N/A 1,341,944
* Fidelity Freedom 2010 Fund Registered Investment Company N/A 5,483,073
* Fidelity Freedom 2020 Fund Registered Investment Company N/A 7,621,442
* Fidelity Freedom 2030 Fund Registered Investment Company N/A 4,470,502
* Fidelity Freedom 2040 Fund Registered Investment Company N/A 436,234
* Fidelity Low Price Stock Fund Registered Investment Company N/A 6,453,964
* Fidelity Managed Income Portfolio Common Collective Trust N/A 22,105,985
* Fidelity Puritan Fund Registered Investment Company N/A 26,888,749
Managers Special Equity Fund Registered Investment Company N/A 13,570,085
PIMCO Total Return Fund Registered Investment Company N/A 5,402,096
Spartan U.S. Equity Index Fund Registered Investment Company N/A 20,369,611
The Scotts Company Common Shares Employer Securities N/A 11,055,423
* Participant Loans Notes receivable (interest at rates ranging from 5.0%
to 10.5% due through January 12, 2009) N/A 4,448,271
------------
$187,664,492
============
* Party-in-interest to the Plan.
16
THE SCOTTS COMPANY LLC
RETIREMENT SAVINGS PLAN (formerly known as The Scotts Company Retirement
Savings Plan)
ANNUAL REPORT ON FORM 11-K
FOR FISCAL YEAR ENDED DECEMBER 31, 2004
INDEX TO EXHIBITS
Exhibit No. Description
----------- -----------
23.1 Consent of Independent Registered Public Accounting Firm -
Meaden & Moore, Ltd.
23.2 Consent of Independent Registered Public Accounting Firm -
PricewaterhouseCoopers LLP
17