UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

The Scotts Miracle-Gro Company

(Exact name of registrant as specified in its charter)

Ohio		001-11593		31-1414921
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

14111 Scottslawn Road, Marysville, Ohio		43041
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (937) 644-0011

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

Item 7.01 Regulation FD Disclosure

In December 2010, The Scotts Miracle-Gro Company (the “Company”) accepted a binding offer (the “Offer Letter”) from Israel Chemicals Ltd. (“ICL”) to acquire a significant majority of the assets of the Company’s global professional business (excluding the non-European professional seed business, “Global Pro”) for $270 million in an all-cash transaction, subject to certain adjustments at closing. ICL, the Company and The Scotts Company LLC (“Scotts”), a wholly-owned subsidiary of the Company, intend to enter into a definitive share and business sale agreement providing for the sale of Global Pro by Scotts to ICL in accordance with the Offer Letter. The transaction is expected to close by the end of the Company’s second quarter of fiscal 2011, subject to regulatory review and the satisfaction of certain other conditions.

On February 10, 2011, the Company filed its Quarterly Report on Form 10-Q for the quarterly period ended January 1, 2011, reflecting Global Pro as discontinued operations separate from the results of continuing operations and, accordingly, reclassified the Company’s historical results to reflect Global Pro as discontinued operations. Furthermore, the Company’s reportable segments were revised to reflect the reclassification of Global Pro as discontinued operations. Following this revision, the Company now divides its business into the following reportable segments — Global Consumer and Scotts LawnService^®. Finally, reclassifications were also made to prior period segment amounts to reflect changes in the allocation of certain shared expenses among the segments, which in management’s judgment better align those expenses with the associated drivers and benefits.

The Company is filing this Current Report on Form 8-K to retrospectively reflect Global Pro as discontinued operations and retrospectively reflect the Company’s current reportable segments. Attached hereto as Exhibit 99.1 are the following unaudited condensed consolidated selected financial data of the Company:

•

Reported and adjusted annual results of operations for fiscal 2010, 2009, 2008 and 2007;

•

Reported and adjusted quarterly results of operations for fiscal 2010;

•

Net Sales and Income from Continuing Operations before Income Taxes by Segment by quarter and on an annual basis for fiscal 2010 and on an annual basis for fiscal 2009; and

•

Condensed, Consolidated Quarterly Balance Sheets for fiscal 2010 to reflect Global Pro as held for sale.

This Current Report on Form 8-K should be read in conjunction with the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2010, the Company’s Quarterly Report on Form 10-Q for the quarterly period ended January 1, 2011 and other Company filings with the Securities and Exchange Commission.

Item 9.01 Financial Statements and Exhibits

Exhibit No.		Description of Exhibit
99.1		Unaudited Condensed, Consolidated Selected Financial Data

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

INDEX TO EXHIBITS

Exhibit No.		Description
99.1		Unaudited Condensed, Consolidated Selected Financial Data

Exhibit 99.1

THE SCOTTS MIRACLE-GRO COMPANY
INDEX TO UNAUDITED CONDENSED CONSOLIDATED SELECTED FINANCIAL DATA

		PAGE
Results of Operations and Reconciliation of Non-GAAP Disclosure Items for the:
Fiscal year ended September 30, 2010			1
Fiscal year ended September 30, 2009			2
Fiscal year ended September 30, 2008			3
Fiscal year ended September 30, 2007			4
Three months ended January 2, 2010			5
Three months ended April 3, 2010			6
Three months ended July 3, 2010			7
Three months ended September 30, 2010			8
Net Sales and Income from Continuing Operations before Income Taxes by Segment by quarter and on an annual basis for fiscal 2010 and on an annual basis for fiscal 2009			9
Condensed, Consolidated Balance Sheets — January 2, 2010, April 3, 2010, July 3, 2010 and September 30, 2010			10
Footnotes to Condensed, Consolidated Selected Financial Data			11

THE SCOTTS MIRACLE-GRO COMPANY
Results of Operations and Reconciliation of Non-GAAP Disclosure Items
For the fiscal year ended September 30, 2010
(Unaudited) (in millions, except per share data)
Note: See Accompanying Footnotes on Page 11

						For the fiscal year ended September 30, 2010
															Product
															Registration
						Previously					Revised				And								Revised
		Footnotes				Reported (1)					Reported (1)				Recall Matters				Impairment				Adjusted (5)
Net sales						$	3,139.9				$	2,898.0			$	—			$	—			$	2,898.0
Gross profit							1,147.3					1,075.9				(3.0	)			—				1,078.9
% of sales							36.5	%				37.1	%											37.2	%
Income from operations							384.6					363.1				(8.7	)			(18.5	)			390.3
% of sales							12.2	%				12.5	%											13.5	%
Interest expense							46.8					43.2				—				—				43.2
Income from continuing operations before income taxes							337.8					319.9				(8.7	)			(18.5	)			347.1
Income tax expense							125.4					119.4				(3.1	)			(5.8	)			128.3
Income from continuing operations							212.4					200.5			$	(5.6	)		$	(12.7	)		$	218.8
Income (loss) from discontinued operations, net of tax			(2	)			(8.3	)				3.6
Net income						$	204.1				$	204.1
Basic income (loss) per common share:			(3	)
Income from continuing operations						$	3.20				$	3.03			$	(0.08	)		$	(0.19	)		$	3.30
Income (loss) from discontinued operations							(0.12	)				0.05
Net income						$	3.08				$	3.08
Diluted income (loss) per common share:			(4	)
Income from continuing operations						$	3.14				$	2.97			$	(0.08	)		$	(0.19	)		$	3.24
Income (loss) from discontinued operations							(0.12	)				0.05
Net income						$	3.02				$	3.02
Common shares used in basic income (loss) per share calculation							66.3					66.3				66.3				66.3				66.3
Common shares and potential common shares used in diluted income (loss) per share calculation							67.6					67.6				67.6				67.6				67.6

THE SCOTTS MIRACLE-GRO COMPANY
Results of Operations and Reconciliation of Non-GAAP Disclosure Items
For the fiscal year ended September 30, 2009
(Unaudited) (in millions, except per share data)
Note: See Accompanying Footnotes on Page 11

						For the fiscal year ended September 30, 2009
															Product
															Registration
						Previously					Revised				And				Revised
		Footnotes				Reported (1)					Reported (1)				Recall Matters				Adjusted (5)
Net sales						$	2,980.7				$	2,746.4			$	(0.3	)		$	2,746.7
Gross profit							1,057.6					977.7				(11.8	)			989.5
% of sales							35.5	%				35.6	%							36.0	%
Income from operations							297.6					260.5				(28.6	)			289.1
% of sales							10.0	%				9.5	%							10.5	%
Interest expense							56.4					52.4				—				52.4
Income from continuing operations before income taxes							241.2					208.1				(28.6	)			236.7
Income tax expense							86.6					75.5				(10.5	)			86.0
Income from continuing operations						$	154.6				$	132.6			$	(18.1	)		$	150.7
Income (loss) from discontinued operations, net of tax			(2	)			(1.3	)				20.7
Net income						$	153.3				$	153.3
Basic income (loss) per common share:			(3	)
Income from continuing operations						$	2.38				$	2.04			$	(0.28	)		$	2.32
Income (loss) from discontinued operations							(0.02	)				0.32
Net income						$	2.36				$	2.36
Diluted income (loss) per common share:			(4	)
Income from continuing operations						$	2.34				$	2.01			$	(0.27	)		$	2.28
Income (loss) from discontinued operations							(0.02	)				0.31
Net income						$	2.32				$	2.32
Common shares used in basic income (loss) per share calculation							65.0					65.0				65.0				65.0
Common shares and potential common shares used in diluted income (loss) per share calculation							66.1					66.1				66.1				66.1

THE SCOTTS MIRACLE-GRO COMPANY
Results of Operations and Reconciliation of Non-GAAP Disclosure Items
For the fiscal year ended September 30, 2008
(Unaudited) (in millions, except per share data)
Note: See Accompanying Footnotes on Page 11

						For the fiscal year ended September 30, 2008
															Product
															Registration
						Previously					Revised				And								Revised
		Footnotes				Reported (1)					Reported (1)				Recall Matters				Impairment				Adjusted (5)
Net sales						$	2,823.2				$	2,552.0			$	(22.3	)		$	—			$	2,574.3
Gross profit							911.7					831.1				(38.4	)			(1.3	)			870.8
% of sales							32.3	%				32.6	%											33.8	%
Income from operations							139.8					125.2				(51.1	)			(91.2	)			267.5
% of sales							5.0	%				4.9	%											10.4	%
Interest expense							82.2					77.6				—				—				77.6
Income from continuing operations before income taxes							57.6					47.6				(51.1	)			(91.2	)			189.9
Income tax expense							24.8					15.6				(17.8	)			(32.8	)			66.2
Income from continuing operations						$	32.8				$	32.0			$	(33.3	)		$	(58.4	)		$	123.7
Loss from discontinued operations, net of tax			(2	)			(43.7	)				(42.9	)
Net loss						$	(10.9	)			$	(10.9	)
Basic income (loss) per common share:			(3	)
Income from continuing operations						$	0.51				$	0.50			$	(0.52	)		$	(0.90	)		$	1.92
Loss from discontinued operations							(0.68	)				(0.67	)
Net loss						$	(0.17	)			$	(0.17	)
Diluted income (loss) per common share:			(4	)
Income from continuing operations						$	0.50				$	0.49			$	(0.51	)		$	(0.89	)		$	1.89
Loss from discontinued operations							(0.67	)				(0.66	)
Net loss						$	(0.17	)			$	(0.17	)
Common shares used in basic income (loss) per share calculation							64.5					64.5				64.5				64.5				64.5
Common shares and potential common shares used in diluted income (loss) per share calculation							65.4					65.4				65.4				65.4				65.4

THE SCOTTS MIRACLE-GRO COMPANY
Results of Operations and Reconciliation of Non-GAAP Disclosure Items
For the fiscal year ended September 30, 2007
(Unaudited) (in millions, except per share data)
Note: See Accompanying Footnotes on Page 11

						For the fiscal year ended September 30, 2007
															Impairment,				Cost related
						Previously					Revised				Restructuring				to				Revised
		Footnotes				Reported (1)					Reported (1)				and Other				Refinancings				Adjusted (5)
Net sales						$	2,687.8				$	2,472.9			$	—			$	—			$	2,472.9
Gross profit							952.8					878.0				—				—				878.0
% of sales							35.4	%				35.5	%											35.5	%
Income from operations							318.0					284.2				(8.8	)			—				293.0
% of sales							11.8	%				11.5	%											11.8	%
Costs related to refinancings							18.3					18.3								18.3				—
Interest expense							70.7					65.5				—				—				65.5
Income from continuing operations before income taxes							229.0					200.4				(8.8	)			(18.3	)			227.5
Income tax expense							79.7					70.4				(3.4	)			(6.9	)			80.7
Income from continuing operations						$	149.3				$	130.0			$	(5.4	)		$	(11.4	)		$	146.8
Loss from discontinued operations, net of tax			(2	)			(35.9	)				(16.6	)
Net income						$	113.4				$	113.4
Basic income (loss) per common share:			(3	)
Income from continuing operations						$	2.29				$	1.99			$	(0.08	)		$	(0.18	)		$	2.25
Loss from discontinued operations							(0.55	)				(0.25	)
Net income						$	1.74				$	1.74
Diluted income (loss) per common share:			(4	)
Income from continuing operations						$	2.23				$	1.94			$	(0.08	)		$	(0.17	)		$	2.19
Loss from discontinued operations							(0.54	)				(0.25	)
Net income						$	1.69				$	1.69
Common shares used in basic income (loss) per share calculation							65.2					65.2				65.2				65.2				65.2
Common shares and potential common shares used in diluted income (loss) per share calculation							67.0					67.0				67.0				67.0				67.0

THE SCOTTS MIRACLE-GRO COMPANY
Results of Operations and Reconciliation of Non-GAAP Disclosure Items
For the three months ended January 2, 2010
(Unaudited) (in millions, except per share data)
Note: See Accompanying Footnotes on Page 11

						For the three months ended January 2, 2010
															Product
															Registration
						Previously					Revised				And				Revised
		Footnotes				Reported (1)					Reported (1)				Recall Matters				Adjusted (5)
Net sales						$	302.2				$	252.4			$	—			$	252.4
Gross profit							65.1					52.8				(0.9	)			53.7
% of sales							21.5	%				20.9	%							21.3	%
Loss from operations							(67.6	)				(69.0	)			(2.6	)			(66.4	)
% of sales							-22.4	%				-27.3	%							-26.3	%
Interest expense							10.7					9.7				—				9.7
Loss from continuing operations before income taxes							(78.3	)				(78.7	)			(2.6	)			(76.1	)
Income tax benefit							(28.5	)				(28.6	)			(0.9	)			(27.7	)
Loss from continuing operations							(49.8	)				(50.1	)		$	(1.7	)		$	(48.4	)
Loss from discontinued operations, net of tax			(2	)			(7.9	)				(7.6	)
Net loss						$	(57.7	)			$	(57.7	)
Basic loss per common share:			(3	)
Loss from continuing operations						$	(0.76	)			$	(0.76	)		$	(0.03	)		$	(0.73	)
Loss from discontinued operations							(0.12	)				(0.12	)
Net loss						$	(0.88	)			$	(0.88	)
Diluted loss per common share:			(4	)
Loss from continuing operations						$	(0.76	)			$	(0.76	)		$	(0.03	)		$	(0.73	)
Loss from discontinued operations							(0.12	)				(0.12	)
Net loss						$	(0.88	)			$	(0.88	)
Common shares used in basic loss per share calculation							65.9					65.9				65.9				65.9
Common shares and potential common shares used in diluted loss per share calculation							65.9					65.9				65.9				65.9

THE SCOTTS MIRACLE-GRO COMPANY
Results of Operations and Reconciliation of Non-GAAP Disclosure Items
For the three months ended April 3, 2010
(Unaudited) (in millions, except per share data)
Note: See Accompanying Footnotes on Page 11

						For the three months ended April 3, 2010
															Product
															Registration
						Previously					Revised				And				Revised
		Footnotes				Reported (1)					Reported (1)				Recall Matters				Adjusted (5)
Net sales						$	1,123.1				$	1,050.7			$	—			$	1,050.7
Gross profit							436.0					415.0				(0.6	)			415.6
% of sales							38.8	%				39.5	%							39.6	%
Income from operations							206.3					196.7				(1.7	)			198.4
% of sales							18.4	%				18.7	%							18.9	%
Interest expense							15.1					14.1				—				14.1
Income from continuing operations before income taxes							191.2					182.6				(1.7	)			184.3
Income tax expense							71.3					68.4				(0.6	)			69.0
Income from continuing operations							119.9					114.2			$	(1.1	)		$	115.3
Income (loss) from discontinued operations, net of tax			(2	)			(1.4	)				4.3
Net income						$	118.5				$	118.5
Basic income (loss) per common share:			(3	)
Income from continuing operations						$	1.81				$	1.72			$	(0.02	)		$	1.74
Income (loss) from discontinued operations							(0.02	)				0.07
Net income						$	1.79				$	1.79
Diluted income (loss) per common share:			(4	)
Income from continuing operations						$	1.78				$	1.69			$	(0.02	)		$	1.71
Income (loss) from discontinued operations							(0.02	)				0.07
Net income						$	1.76				$	1.76
Common shares used in basic income (loss) per share calculation							66.2					66.2				66.2				66.2
Common shares and potential common shares used in diluted income (loss) per share calculation							67.4					67.4				67.4				67.4

THE SCOTTS MIRACLE-GRO COMPANY
Results of Operations and Reconciliation of Non-GAAP Disclosure Items
For the three months ended July 3, 2010
(Unaudited) (in millions, except per share data)
Note: See Accompanying Footnotes on Page 11

						For the three months ended July 3, 2010
															Product
															Registration
						Previously					Revised				And				Revised
		Footnotes				Reported (1)					Reported (1)				Recall Matters				Adjusted (5)
Net sales						$	1,238.9				$	1,172.6			$	—			$	1,172.6
Gross profit							504.8					481.8				—				481.8
% of sales							40.7	%				41.1	%							41.1	%
Income from operations							290.5					280.1				(1.5	)			281.6
% of sales							23.4	%				23.9	%							24.0	%
Interest expense							11.9					11.2				—				11.2
Income from continuing operations before income taxes							278.6					268.9				(1.5	)			270.4
Income tax expense							102.7					99.4				(0.5	)			99.9
Income from continuing operations							175.9					169.5			$	(1.0	)		$	170.5
Income from discontinued operations, net of tax			(2	)			—					6.4
Net income						$	175.9				$	175.9
Basic income per common share:			(3	)
Income from continuing operations						$	2.65				$	2.55			$	(0.01	)		$	2.56
Income from discontinued operations							—					0.10
Net income						$	2.65				$	2.65
Diluted income per common share:			(4	)
Income from continuing operations						$	2.59				$	2.50			$	(0.01	)		$	2.51
Income from discontinued operations							—					0.09
Net income						$	2.59				$	2.59
Common shares used in basic income per share calculation							66.5					66.5				66.5				66.5
Common shares and potential common shares used in diluted income per share calculation							67.9					67.9				67.9				67.9