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                       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, 2000

                                       OR

             [ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE

                        SECURITIES EXCHANGE ACT OF 1934

             FOR THE TRANSITION PERIOD FROM          TO
                                           ----------  -----------

                        COMMISSION FILE NUMBER 33-47073

           A. Full title of the plan and the address of the plan, if
              different from that of the issuer named below:

                               THE SCOTTS COMPANY
                            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 Company
                              41 South High Street
                                   Suite 3500
                              Columbus, Ohio 43215
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THE SCOTTS COMPANY RETIREMENT SAVINGS PLAN

INDEX TO FINANCIAL STATEMENTS
DECEMBER 31, 2000 AND 1999
- --------------------------------------------------------------------------------

                                                                         PAGE

Report of Independent Accountants                                          1

Financial Statements:

    Statements of Net Assets Available for Benefits as of
      December 31, 2000 and 1999                                           2

    Statements of Changes in Net Assets Available for Benefits
      for the Years Ended December 31, 2000 and 1999                       3

    Notes to Financial Statements                                          4
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                        REPORT OF INDEPENDENT ACCOUNTANTS

To the Participants and Administrative Committee of
The Scotts Company
Retirement Savings Plan

In our opinion, the accompanying statements of net assets available for benefits
and the related statements 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") as of December 31,
2000 and 1999, and the changes in net assets available for benefits for the
years then ended 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 audits. We conducted our audits of these
statements in accordance with auditing standards generally accepted in the
United States of America which 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
audits provide a reasonable basis for our opinion.


/s/ PricewaterhouseCoopers LLP

Columbus, Ohio
April 20, 2001
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THE SCOTTS COMPANY RETIREMENT SAVINGS PLAN

STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
AS OF DECEMBER 31, 2000 AND 1999
- ------------------------------------------------------------------------------------ 2000 1999 Net assets available for benefits: Cash and cash equivalents $ - $ 77,808 Investments Mutual funds, at fair value - 120,732,789 Common trust fund, at fair value - 12,858,898 The Scotts Company Common Shares, at fair value - 7,401,532 Loans to participants, at cost - 2,415,972 Investment in master trust 144,078,513 - Employer contribution receivable 1,564,861 1,307,312 Employee contribution receivable 1,156,191 940,022 Receivable from broker - 63,857 ------------ ------------ Total net assets available for benefits $146,799,565 $145,798,190 ============ ============
The accompanying notes are an integral part of the financial statements. - 2 - 5 THE SCOTTS COMPANY RETIREMENT SAVINGS PLAN STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS FOR THE YEARS ENDED DECEMBER 31, 2000 AND 1999
- ----------------------------------------------------------------------------------- 2000 1999 Increases: Interest and dividends $ - $ 7,194,049 Net appreciation in fair value of investments - 10,479,748 Employer contributions 8,396,112 8,572,712 Participant contributions 9,812,290 9,377,515 ------------ ------------ Total increases 18,208,402 35,624,024 ------------ ------------ Decreases: Net loss from master trust 4,041,545 - Benefits paid to participants 13,165,482 11,503,900 Administrative expenses - 16,366 ------------ ------------ Total decreases 17,207,027 11,520,266 ------------ ------------ Net increase in net assets available for benefits 1,001,375 24,103,758 Net assets available for benefits, beginning of year 145,798,190 121,694,432 ------------ ------------ Net assets available for benefits, end of year $146,799,565 $145,798,190 ============ ============
The accompanying notes are an integral part of the financial statements. - 3 - 6 THE SCOTTS COMPANY RETIREMENT SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2000 AND 1999 - -------------------------------------------------------------------------------- 1. PLAN DESCRIPTION The plan is a contributory defined contribution benefit plan sponsored by The Scotts Company. The following brief description of The Scotts Company (the Company) Retirement Savings Plan (the Plan) provides only general information. Participants should refer to the Plan document for a more complete description of Plan provisions, such as eligibility, vesting, allocation and funding. ELIGIBILITY Regular domestic employees of the Company are eligible to participate in the Plan on the first day of the month immediately following or coincident with their date of employment. Regular employees of 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 90 days of service prior to January 1, 2001 (60 days of service after January 1, 2001). Temporary employees are eligible to participate on the January 1 or July 1 subsequent to completing one year of eligibility service and attaining age 21. EMPLOYEE CONTRIBUTIONS The Plan provides for participants to make pre-tax or after-tax contributions up to 15% 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 remits transition contributions to certain participants who were also participants of certain retirement plans previously sponsored by The Scotts Company or its subsidiaries. VESTING Participants are immediately vested in their contributions plus actual earnings thereon. Matching contributions made by the Company vest immediately. However, base and transitional contributions made by the Company vest after three years of service, or upon attaining age 65 prior to terminating employment. FORFEITURES The nonvested portions of participant account balances are forfeitable and used to reduce employer contributions to the Plan. Plan forfeitures totaled $579,486 for the year ended December 31, 2000. INVESTMENTS All investments are participant-directed. Participants can change their investment options on a daily basis. The following investment options are available to participants: - 4 - 7 THE SCOTTS COMPANY RETIREMENT SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2000 AND 1999 - -------------------------------------------------------------------------------- - FIDELITY PURITAN FUND--assets are invested in high-yielding U.S. and foreign securities, common and preferred stocks, and bonds of any maturity. - FIDELITY CONTRAFUND--assets are primarily invested in U.S. and foreign common stocks that are believed to be undervalued. - FIDELITY BLUE CHIP FUND--assets are primarily invested in common stock of established and/or rapidly growing companies. Approximately 65% of this fund's total assets invest in common stock of blue chip companies. - FIDELITY WORLDWIDE FUND--assets are invested in stocks and other securities of companies located around the world. - FIDELITY FREEDOM INCOME FUND--assets are primarily invested in bond and money market funds. A smaller percentage of assets are invested in equity mutual funds. - FIDELITY FREEDOM 2000 FUND--assets are invested in a combination of equity, fixed income and money market mutual funds. Assets are allocated among these funds according to an asset allocation strategy which becomes more conservative over time. - FIDELITY FREEDOM 2010 FUND--assets are invested in a combination of equity, fixed income and money market mutual funds of Fidelity Investments. The asset mix becomes more conservative as year 2010 approaches. - FIDELITY FREEDOM 2020 FUND--assets are invested in a combination of equity, fixed income and money market mutual funds of Fidelity Investments. The asset mix becomes more conservative as year 2020 approaches. - FIDELITY FREEDOM 2030 FUND--assets are invested in a combination of equity, fixed income and money market mutual funds. The asset mix becomes more conservative as year 2030 approaches. - FIDELITY MANAGED INCOME PORTFOLIO--assets are invested in investment contracts of major insurance companies and other approved financial institutions, and in other fixed income securities. A small percentage of assets are invested in money market funds to provide daily liquidity. - SPARTAN U.S. EQUITY INDEX FUND--assets are invested in stocks and in approximately the same proportions as the Standard & Poor's 500 Stock Index. - BARON ASSET FUND--assets are invested in stocks with prices perceived as low relative to the related companies' profits, assets, and other value measures. - PIMCO TOTAL RETURN FUND--assets are invested in various types of bonds, including U.S. government, corporate, mortgage, and foreign bonds with an average portfolio duration of three to six years (approximately equal to an average maturity of five to twelve years). - THE SCOTTS COMPANY COMMON SHARES--assets consist entirely of The Scotts Company common shares and cash equivalents. BENEFIT PAYMENTS 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. The Plan also provides for hardship and in-service withdrawals for active employees under certain circumstances. PARTICIPANT LOANS Loans are available to participants from their individual accounts subject to the terms of the Plan. - 5 - 8 THE SCOTTS COMPANY RETIREMENT SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2000 AND 1999 - -------------------------------------------------------------------------------- 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. The Plan presents in the statement of changes in net assets available for benefits the net appreciation 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. Net appreciation in fair value for each significant class of investments for the year ended December 31, 1999 is as follows: 1999 Mutual funds $ 9,949,037 The Scotts Company Common Shares 530,711 ----------- Total net appreciation $10,479,748 =========== ADMINISTRATIVE EXPENSES The Company pays for all administrative fees except those that are participant specific, such as loan establishment and maintenance fees. PAYMENTS OF BENEFITS Benefits are recorded when paid. USE OF ESTIMATES The preparation of the Plan's 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. 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. - 6 - 9 THE SCOTTS COMPANY RETIREMENT SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2000 AND 1999 - -------------------------------------------------------------------------------- RECLASSIFICATIONS Certain reclassifications have been made to the prior year's financial statements to conform to current year classifications. 3. MASTER TRUST Effective January 1, 2000, a master trust was established to invest certain assets of the Plan and certain assets of the Company's other defined contribution plan, The Scotts Company Union Retirement Savings Plan. Each plan's accounting is maintained separately; the respective plan's value is a percentage of the master trust. Plan activities, such as contributions and benefit payments, are recorded in the individual plan's accounting records. 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, 2000 are as follows:
NET APPRECIATION (DEPRECIATION) INTEREST AND IN FAIR VALUE ADMINISTRATION DIVIDENDS OF SECURITIES EXPENSES TOTAL ---------------- ------------------- ------------------- ---------------- Mutual funds $ 7,548,026 $ (12,332,300) $ (14,347) $(4,798,621) Common trust fund 698,257 - (2,681) 695,576 The Scotts Company Common Shares 31,542 (179,130) (1,451) (149,039) Loans to participants 212,344 - - 212,344 ---------------- ------------------- ------------------- ---------------- Total $ 8,490,169 $ (12,511,430) $ (18,479) $(4,039,740) ---------------- ------------------- ------------------- ----------------
- 7 - 10 THE SCOTTS COMPANY RETIREMENT SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2000 AND 1999 - -------------------------------------------------------------------------------- Total assets held in the master trust at December 31, 2000 were as follows: Cash and cash equivalents $ 439,536 Investments Mutual funds, at fair value 119,120,168 Common trust fund, at fair value 12,901,238 The Scotts Company Common Shares, at fair value 8,538,029 Loans to participants, at cost 2,938,128 ------------ Total investments 143,497,563 ------------ Receivable from broker 226,447 ------------ Total master trust net assets 144,163,546 ============ The Scotts Company Retirement Savings Plan interest in master trust net assets 99.942% ============ Accounting policies discussed in Note 1 also apply to the master trust. Cash equivalents include short-term, investments with original term to maturity of 90 days or less. Cost approximates fair value. At December 31, 2000, the master trust had investments in the Company's common shares, as follows: 2000 ---------------------------------- FAIR MARKET SHARES VALUE ---------------- --------------- The Scotts Company Common Shares 231,148 $ 8,538,029 ================ =============== The Company's common shares are valued at quoted market prices, which were $36.94 per share at December 31, 2000. - 8 - 11 THE SCOTTS COMPANY RETIREMENT SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2000 AND 1999 - -------------------------------------------------------------------------------- 4. INVESTMENTS IN THE SCOTTS COMPANY At December 31, 1999, the Plan had investments in the Company's common shares, as follows: 1999 ---------------------------------- FAIR MARKET SHARES VALUE ---------------- ---------------- The Scotts Company Common Shares 183,889 $7,401,532 ================ ================ The Company's common shares are valued at quoted market prices, which were $40.25 per share at December 31, 1999. 5. TAX STATUS The Plan obtained a determination letter on January 28, 1997, in which the Internal Revenue Service stated that the Plan was in compliance with the applicable requirements of the Internal Revenue Code. The Plan has been amended since receiving the determination letter; however, the plan administrator and the Plan's legal counsel believe that the Plan is currently designed and being operated in compliance with the applicable requirements of the Internal Revenue Code, and is therefore not subject to income taxes. 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 the Employee Retirement Income Security Act of 1974. In the event the Plan is terminated, participants will become fully vested in their accounts. - 9 - 12 THE SCOTTS COMPANY RETIREMENT SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2000 AND 1999 - -------------------------------------------------------------------------------- 7. RECONCILIATION TO FORM 5500 The following is a reconciliation of net assets available for benefits per the financial statements to the Form 5500: YEAR ENDED YEAR ENDED DECEMBER 31, DECEMBER 31, 2000 1999 ------------- ------------- Net assets available for benefits per the financial statements $ 146,799,565 $ 145,798,190 Amounts allocated to withdrawing participants (50,607) (337,505) ------------- ------------- Net assets available for benefits per Form 5500 $ 146,748,958 $ 145,460,685 ============= ============= The following is a reconciliation of benefits paid to participants per the financial statements to the Form 5500: YEAR ENDED YEAR ENDED DECEMBER 31, DECEMBER 31, 2000 1999 ------------ ------------- Benefits paid to participants per the financial statements $ 13,165,482 $ 11,503,900 Amounts allocated to withdrawing participants at December 31, 2000 50,607 - Amounts allocated to withdrawing participants at December 31, 1999 (337,505) 337,505 ------------ ------------ Benefits paid to participants per the Form 5500 $ 12,878,584 $ 11,841,405 ============ ============ - 10 - 13 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 RETIREMENT SAVINGS PLAN Date: June 28, 2001 By: /s/ Hadia Lefavre Printed Name: Hadia Lefavre Title: Executive Vice President, Human Resources Worldwide 14 THE SCOTTS COMPANY RETIREMENT SAVINGS PLAN ANNUAL REPORT ON FORM 11-K FOR FISCAL YEAR ENDED DECEMBER 31, 2000 INDEX TO EXHIBITS Exhibit No. Description - ----------- ----------- 23 Consent of Independent Public Accountants
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                                                                 Exhibit 23



                       CONSENT OF INDEPENDENT ACCOUNTANTS
                       ----------------------------------

We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 (File No. 33-47073) of The Scotts Company of our report
dated April 20, 2001 relating to the financial statements of The Scotts Company
Retirement Savings Plan, which appears in this Form 11-K.


/s/ PricewaterhouseCoopers LLP

Columbus, Ohio
June 28, 2001