ý | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from | to |
OHIO | 31-1414921 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |
14111 SCOTTSLAWN ROAD, MARYSVILLE, OHIO | 43041 | |
(Address of principal executive offices) | (Zip Code) |
Large accelerated filer | ý | Accelerated filer | ¨ | |||
Non-accelerated filer | o (Do not check if a smaller reporting company) | Smaller reporting company | ¨ |
Class | Outstanding at Feburary 4, 2013 | ||
Common Shares, $0.01 stated value, no par value | 61,620,780 common shares |
THE SCOTTS MIRACLE-GRO COMPANY INDEX | ||
PAGE NO. | ||
THREE MONTHS ENDED | |||||||
DECEMBER 29, 2012 | DECEMBER 31, 2011 | ||||||
Net sales | $ | 205.8 | $ | 199.6 | |||
Cost of sales | 174.7 | 174.0 | |||||
Gross profit | 31.1 | 25.6 | |||||
Operating expenses: | |||||||
Selling, general and administrative | 124.5 | 122.5 | |||||
Impairment, restructuring and other | (0.4 | ) | 2.4 | ||||
Product registration and recall matters | — | 0.3 | |||||
Other income, net | (1.1 | ) | (0.6 | ) | |||
Loss from operations | (91.9 | ) | (99.0 | ) | |||
Interest expense | 13.2 | 15.3 | |||||
Loss from continuing operations before income taxes | (105.1 | ) | (114.3 | ) | |||
Income tax benefit from continuing operations | (36.8 | ) | (41.2 | ) | |||
Loss from continuing operations | (68.3 | ) | (73.1 | ) | |||
Income (loss) from discontinued operations, net of tax | 0.6 | (0.8 | ) | ||||
Net loss | $ | (67.7 | ) | $ | (73.9 | ) | |
Basic income (loss) per common share: | |||||||
Loss from continuing operations | $ | (1.11 | ) | $ | (1.20 | ) | |
Income (loss) from discontinued operations | 0.01 | (0.01 | ) | ||||
Basic loss per common share | $ | (1.10 | ) | $ | (1.21 | ) | |
Weighted-average common shares outstanding during the period | 61.4 | 60.9 | |||||
Diluted income (loss) per common share: | |||||||
Loss from continuing operations | $ | (1.11 | ) | $ | (1.20 | ) | |
Income (loss) from discontinued operations | 0.01 | (0.01 | ) | ||||
Diluted loss per common share | $ | (1.10 | ) | $ | (1.21 | ) | |
Weighted-average common shares outstanding during the period plus dilutive potential common shares | 61.4 | 60.9 | |||||
Dividends declared per common share | $ | 0.33 | $ | 0.30 | |||
THREE MONTHS ENDED | |||||||
DECEMBER 29, 2012 | DECEMBER 31, 2011 | ||||||
Net loss | $ | (67.7 | ) | $ | (73.9 | ) | |
Other comprehensive income (loss), net of tax: | |||||||
Net foreign currency translation adjustment | (3.7 | ) | (3.5 | ) | |||
Net loss on derivatives | (0.8 | ) | (0.6 | ) | |||
Net change in pension and other post retirement benefits | 1.2 | 1.9 | |||||
Total other comprehensive loss | (3.3 | ) | (2.2 | ) | |||
Comprehensive loss | $ | (71.0 | ) | $ | (76.1 | ) |
THREE MONTHS ENDED | |||||||
DECEMBER 29, 2012 | DECEMBER 31, 2011 | ||||||
OPERATING ACTIVITIES | |||||||
Net loss | $ | (67.7 | ) | $ | (73.9 | ) | |
Adjustments to reconcile net loss to net cash used in operating activities: | |||||||
Impairment, restructuring and other | 4.6 | — | |||||
Share-based compensation expense | 1.9 | 1.6 | |||||
Depreciation | 13.6 | 12.9 | |||||
Amortization | 2.7 | 2.7 | |||||
Loss on sale of long-lived assets | — | 0.1 | |||||
Changes in assets and liabilities, net of acquired businesses: | |||||||
Accounts receivable | 163.6 | 141.8 | |||||
Inventories | (231.8 | ) | (269.2 | ) | |||
Prepaid and other assets | (2.3 | ) | — | ||||
Accounts payable | 48.2 | 76.4 | |||||
Other current liabilities | (92.2 | ) | (90.4 | ) | |||
Restructuring reserves | (3.1 | ) | (3.0 | ) | |||
Other non-current items | (3.7 | ) | (0.7 | ) | |||
Other, net | (2.4 | ) | 0.6 | ||||
Net cash used in operating activities | (168.6 | ) | (201.1 | ) | |||
INVESTING ACTIVITIES | |||||||
Proceeds from sale of long-lived assets | 0.1 | — | |||||
Investments in property, plant and equipment | (25.0 | ) | (16.4 | ) | |||
Investment in acquired business, net of cash acquired | (3.2 | ) | — | ||||
Net cash used in investing activities | (28.1 | ) | (16.4 | ) | |||
FINANCING ACTIVITIES | |||||||
Borrowings under revolving and bank lines of credit | 463.8 | 447.0 | |||||
Repayments under revolving and bank lines of credit | (264.2 | ) | (205.7 | ) | |||
Dividends paid | (19.9 | ) | (18.9 | ) | |||
Purchase of common shares | — | (17.5 | ) | ||||
Excess tax benefits from share-based payment arrangements | 0.4 | 3.8 | |||||
Cash received from the exercise of stock options | 0.7 | 5.6 | |||||
Net cash provided by financing activities | 180.8 | 214.3 | |||||
Effect of exchange rate changes on cash | (0.4 | ) | 0.1 | ||||
Net decrease in cash and cash equivalents | (16.3 | ) | (3.1 | ) | |||
Cash and cash equivalents, beginning of period | 131.9 | 130.9 | |||||
Cash and cash equivalents, end of period | $ | 115.6 | $ | 127.8 | |||
SUPPLEMENTAL CASH FLOW INFORMATION | |||||||
Interest paid | $ | (11.4 | ) | $ | (13.0 | ) | |
Income taxes paid | (2.8 | ) | (10.0 | ) |
DECEMBER 29, 2012 | DECEMBER 31, 2011 | SEPTEMBER 30, 2012 | |||||||||
(UNAUDITED) | (UNAUDITED) | ||||||||||
ASSETS | |||||||||||
Current assets: | |||||||||||
Cash and cash equivalents | $ | 115.6 | $ | 127.8 | $ | 131.9 | |||||
Accounts receivable, less allowances of $8.7, $12.4 and $10.5, respectively | 168.4 | 166.5 | 330.9 | ||||||||
Accounts receivable pledged | — | 14.3 | — | ||||||||
Inventories | 646.7 | 654.8 | 414.9 | ||||||||
Prepaid and other current assets | 126.2 | 148.8 | 122.3 | ||||||||
Total current assets | 1,056.9 | 1,112.2 | 1,000.0 | ||||||||
Property, plant and equipment, net of accumulated depreciation of $556.4, $520.1 and $542.6, respectively | 424.0 | 391.4 | 427.4 | ||||||||
Goodwill | 314.4 | 309.1 | 309.4 | ||||||||
Intangible assets, net | 303.3 | 316.2 | 307.1 | ||||||||
Other assets | 29.5 | 35.4 | 30.5 | ||||||||
Total assets | $ | 2,128.1 | $ | 2,164.3 | $ | 2,074.4 | |||||
LIABILITIES AND SHAREHOLDERS’ EQUITY | |||||||||||
Current liabilities: | |||||||||||
Current portion of debt | $ | 4.3 | $ | 8.1 | $ | 1.5 | |||||
Accounts payable | 185.5 | 220.4 | 152.3 | ||||||||
Other current liabilities | 186.6 | 220.6 | 279.8 | ||||||||
Total current liabilities | 376.4 | 449.1 | 433.6 | ||||||||
Long-term debt | 981.9 | 1,026.1 | 781.1 | ||||||||
Other liabilities | 256.0 | 224.9 | 257.8 | ||||||||
Total liabilities | 1,614.3 | 1,700.1 | 1,472.5 | ||||||||
Commitments and contingencies (note 11) | |||||||||||
Shareholders’ equity: | |||||||||||
Common shares and capital in excess of $.01 stated value per share, 61.5, 60.8 and 61.3 shares issued and outstanding, respectively | 405.3 | 410.3 | 408.6 | ||||||||
Retained earnings | 542.2 | 511.6 | 630.2 | ||||||||
Treasury shares, at cost: 6.7, 7.4 and 6.8 shares, respectively | (343.1 | ) | (377.5 | ) | (349.6 | ) | |||||
Accumulated other comprehensive loss | (90.6 | ) | (80.2 | ) | (87.3 | ) | |||||
Total shareholders’ equity | 513.8 | 464.2 | 601.9 | ||||||||
Total liabilities and shareholders’ equity | $ | 2,128.1 | $ | 2,164.3 | $ | 2,074.4 |
THREE MONTHS ENDED | |||||||
DECEMBER 29, 2012 | DECEMBER 31, 2011 | ||||||
(In millions) | |||||||
Net sales | $ | — | $ | 11.6 | |||
Operating costs | (0.8 | ) | 12.9 | ||||
Impairment, restructuring and other charges | — | 0.2 | |||||
Other income, net | — | (0.3 | ) | ||||
Income (loss) from discontinued operations before income taxes | 0.8 | (1.2 | ) | ||||
Income tax expense (benefit) from discontinued operations | 0.2 | (0.4 | ) | ||||
Income (loss) from discontinued operations | $ | 0.6 | $ | (0.8 | ) |
Amounts reserved for restructuring and other charges at September 30, 2012 | $ | 10.2 | |
Restructuring and other charges | — | ||
Payments and other | (3.1 | ) | |
Amounts reserved for restructuring and other charges at December 29, 2012 | $ | 7.1 |
DECEMBER 29, 2012 | DECEMBER 31, 2011 | SEPTEMBER 30, 2012 | |||||||||
(In millions) | |||||||||||
Finished goods | $ | 411.2 | $ | 435.9 | $ | 224.6 | |||||
Work-in-process | 63.3 | 52.0 | 48.3 | ||||||||
Raw materials | 172.2 | 166.9 | 142.0 | ||||||||
Total inventories | $ | 646.7 | $ | 654.8 | $ | 414.9 |
THREE MONTHS ENDED | |||||||
DECEMBER 29, 2012 | DECEMBER 31, 2011 | ||||||
(In millions) | |||||||
Gross commission | $ | — | $ | — | |||
Contribution expenses | (5.0 | ) | (5.0 | ) | |||
Amortization of marketing fee | (0.2 | ) | (0.2 | ) | |||
Net commission loss | (5.2 | ) | (5.2 | ) | |||
Reimbursements associated with Marketing Agreement | 13.7 | 17.9 | |||||
Total net sales associated with Marketing Agreement | $ | 8.5 | $ | 12.7 |
DECEMBER 29, 2012 | DECEMBER 31, 2011 | SEPTEMBER 30, 2012 | |||||||||
(In millions) | |||||||||||
Credit facility – revolving loans | $ | 575.5 | $ | 621.7 | $ | 377.1 | |||||
Senior Notes – 7.25% | 200.0 | 200.0 | 200.0 | ||||||||
Senior Notes – 6.625% | 200.0 | 200.0 | 200.0 | ||||||||
MARP Agreement | — | 5.4 | — | ||||||||
Other | 10.7 | 7.1 | 5.5 | ||||||||
986.2 | 1,034.2 | 782.6 | |||||||||
Less current portions | 4.3 | 8.1 | 1.5 | ||||||||
Total long-term debt | $ | 981.9 | $ | 1,026.1 | $ | 781.1 |
Notional Amount (in millions) | Effective Date (a) | Expiration Date | Fixed Rate | |||
50 | 2/14/2012 | 2/14/2016 | 3.78% | |||
150 | (b) | 2/7/2012 | 5/7/2016 | 2.42% | ||
150 | (c) | 11/16/2009 | 5/16/2016 | 3.26% | ||
50 | (c) | 2/16/2010 | 5/16/2016 | 3.05% | ||
100 | (b) | 2/21/2012 | 5/23/2016 | 2.40% | ||
150 | (b) | 12/20/2011 | 6/20/2016 | 2.61% | ||
50 | (d) | 12/6/2012 | 9/6/2017 | 2.96% | ||
150 | (c) | 2/7/2017 | 5/7/2019 | 2.12% | ||
50 | (b) | 2/7/2017 | 5/7/2019 | 2.45% | ||
100 | (c) | 12/20/2016 | 6/20/2019 | 2.11% | ||
100 | (c) | 12/20/2016 | 6/20/2019 | 2.14% |
(a) | The effective date refers to the date on which interest payments were, or will be, first hedged by the applicable swap agreement. |
(b) | Interest payments made during the three-month period of each year that begins with the month and day of the effective date are hedged by the swap agreement. |
(c) | Interest payments made during the six-month period of each year that begins with the month and day of the effective date are hedged by the swap agreement. |
(d) | Interest payments made during the nine-month period of each year that begins with the month and day of the effective date are hedged by the swap agreement. |
THREE MONTHS ENDED | |||||||||||||||||||||||
DECEMBER 29, 2012 | DECEMBER 31, 2011 | ||||||||||||||||||||||
U.S. Pension | International Pension | U.S. Medical | U.S. Pension | International Pension | U.S. Medical | ||||||||||||||||||
(In millions) | |||||||||||||||||||||||
Service cost | $ | — | $ | 0.4 | $ | 0.1 | $ | — | $ | 0.3 | $ | 0.1 | |||||||||||
Interest cost | 1.0 | 2.5 | 0.3 | 1.1 | 2.4 | 0.4 | |||||||||||||||||
Expected return on plan assets | (1.3 | ) | (2.7 | ) | — | (1.4 | ) | (2.2 | ) | — | |||||||||||||
Net amortization | 1.2 | 0.4 | 0.1 | 1.3 | 0.2 | 0.1 | |||||||||||||||||
Curtailment loss | — | — | — | 0.2 | — | — | |||||||||||||||||
Net periodic benefit cost | $ | 0.9 | $ | 0.6 | $ | 0.5 | $ | 1.2 | $ | 0.7 | $ | 0.6 |
THREE MONTHS ENDED | |||||||
DECEMBER 29, 2012 | DECEMBER 31, 2011 | ||||||
Restricted stock units (including deferred stock units) | 8,693 | 1,134 | |||||
Total share-based awards | 8,693 | 1,134 | |||||
Aggregate fair value at grant dates (in millions) | $ | 0.4 | $ | 0.1 |
THREE MONTHS ENDED | |||||||
DECEMBER 29, 2012 | DECEMBER 31, 2011 | ||||||
(In millions) | |||||||
Share-based compensation | $ | 1.9 | $ | 1.6 |
Commodity | DECEMBER 29, 2012 | DECEMBER 31, 2011 | |||
Urea | 40,500 | tons | 40,500 | tons | |
Diesel | 5,796,000 | gallons | 5,250,000 | gallons | |
Gasoline | 350,000 | gallons | 217,000 | gallons | |
Heating Oil | 4,746,000 | gallons | 2,268,000 | gallons |
ASSETS / (LIABILITIES) | ||||||||||||||
DERIVATIVES DESIGNATED AS HEDGING INSTRUMENTS | DECEMBER 29, 2012 | DECEMBER 31, 2011 | SEPTEMBER 30, 2012 | |||||||||||
BALANCE SHEET LOCATION | FAIR VALUE | |||||||||||||
(In millions) | ||||||||||||||
Interest rate swap agreements | Other current liabilities | $ | (8.2 | ) | $ | (8.4 | ) | $ | (8.2 | ) | ||||
Other liabilities | (20.9 | ) | (18.9 | ) | (20.6 | ) | ||||||||
Commodity hedging instruments | Prepaid and other current assets | 0.1 | — | 1.0 | ||||||||||
Other current liabilities | (0.7 | ) | (2.1 | ) | — | |||||||||
Total derivatives designated as hedging instruments | $ | (29.7 | ) | $ | (29.4 | ) | $ | (27.8 | ) | |||||
DERIVATIVES NOT DESIGNATED AS HEDGING INSTRUMENTS | ||||||||||||||
Foreign currency swap contracts | Prepaid and other current assets | $ | 0.8 | $ | 3.5 | $ | — | |||||||
Other current liabilities | (0.5 | ) | (0.6 | ) | (1.0 | ) | ||||||||
Commodity hedging instruments | Prepaid and other current assets | 0.2 | — | 1.0 | ||||||||||
Other current liabilities | — | (0.2 | ) | — | ||||||||||
Total derivatives not designated as hedging instruments | $ | 0.5 | $ | 2.7 | $ | — | ||||||||
Total derivatives | $ | (29.2 | ) | $ | (26.7 | ) | $ | (27.8 | ) |
DERIVATIVES IN CASH FLOW HEDGING RELATIONSHIPS | AMOUNT OF GAIN / (LOSS) RECOGNIZED IN AOCI | |||||||
THREE MONTHS ENDED | ||||||||
DECEMBER 29, 2012 | DECEMBER 31, 2011 | |||||||
(In millions) | ||||||||
Interest rate swap agreements | $ | (0.9 | ) | $ | (2.2 | ) | ||
Commodity hedging instruments | (1.0 | ) | (1.4 | ) | ||||
Total | $ | (1.9 | ) | $ | (3.6 | ) |
DERIVATIVES IN CASH FLOW HEDGING RELATIONSHIPS | RECLASSIFIED FROM AOCI INTO STATEMENT OF OPERATIONS | AMOUNT OF GAIN / (LOSS) | ||||||||
THREE MONTHS ENDED | ||||||||||
DECEMBER 29, 2012 | DECEMBER 31, 2011 | |||||||||
(In millions) | ||||||||||
Interest rate swap agreements | Interest expense | $ | (1.2 | ) | $ | (3.1 | ) | |||
Commodity hedging instruments | Cost of sales | 0.1 | 0.1 | |||||||
Total | $ | (1.1 | ) | $ | (3.0 | ) |
DERIVATIVES NOT DESIGNATED AS HEDGING INSTRUMENTS | RECOGNIZED IN STATEMENT OF OPERATIONS | AMOUNT OF GAIN / (LOSS) | ||||||||
THREE MONTHS ENDED | ||||||||||
DECEMBER 29, 2012 | DECEMBER 31, 2011 | |||||||||
(In millions) | ||||||||||
Foreign currency swap contracts | Interest expense | $ | (1.6 | ) | $ | 6.7 | ||||
Commodity hedging instruments | Cost of sales | (0.5 | ) | 0.4 | ||||||
Total | $ | (2.1 | ) | $ | 7.1 |
Quoted Prices in Active Markets for Identical Assets (Level 1) | Significant Other Observable Inputs (Level 2) | Unobservable Inputs (Level 3) | Total | ||||||||||||
(In millions) | |||||||||||||||
Assets | |||||||||||||||
Cash equivalents | $ | 83.3 | $ | — | $ | — | $ | 83.3 | |||||||
Derivatives | |||||||||||||||
Foreign currency swap contracts | — | 0.8 | — | 0.8 | |||||||||||
Commodity hedging instruments | — | 0.3 | — | 0.3 | |||||||||||
Other | 6.5 | — | — | 6.5 | |||||||||||
Total | $ | 89.8 | $ | 1.1 | $ | — | $ | 90.9 | |||||||
Liabilities | |||||||||||||||
Derivatives | |||||||||||||||
Interest rate swap agreements | $ | — | $ | (29.1 | ) | $ | — | $ | (29.1 | ) | |||||
Foreign currency swap contracts | — | (0.5 | ) | — | (0.5 | ) | |||||||||
Commodity hedging instruments | — | (0.7 | ) | — | (0.7 | ) | |||||||||
Total | $ | — | $ | (30.3 | ) | $ | — | $ | (30.3 | ) |
Quoted Prices in Active Markets for Identical Assets (Level 1) | Significant Other Observable Inputs (Level 2) | Unobservable Inputs (Level 3) | Total | ||||||||||||
(In millions) | |||||||||||||||
Assets | |||||||||||||||
Cash equivalents | $ | 83.5 | $ | — | $ | — | $ | 83.5 | |||||||
Derivatives | |||||||||||||||
Foreign currency swap contracts | — | 3.5 | — | 3.5 | |||||||||||
Other | 6.5 | — | — | 6.5 | |||||||||||
Total | $ | 90.0 | $ | 3.5 | $ | — | $ | 93.5 | |||||||
Liabilities | |||||||||||||||
Derivatives | |||||||||||||||
Interest rate swap agreements | $ | — | $ | (27.3 | ) | $ | — | $ | (27.3 | ) | |||||
Foreign currency swap contracts | — | (0.6 | ) | — | (0.6 | ) | |||||||||
Commodity hedging instruments | — | (2.3 | ) | — | (2.3 | ) | |||||||||
Total | $ | — | $ | (30.2 | ) | $ | — | $ | (30.2 | ) |
Quoted Prices in Active Markets for Identical Assets (Level 1) | Significant Other Observable Inputs (Level 2) | Unobservable Inputs (Level 3) | Total | ||||||||||||
(In millions) | |||||||||||||||
Assets | |||||||||||||||
Cash equivalents | $ | 41.1 | $ | — | $ | — | $ | 41.1 | |||||||
Derivatives | |||||||||||||||
Commodity hedging instruments | — | 2.0 | — | 2.0 | |||||||||||
Foreign currency swap contracts | — | — | — | — | |||||||||||
Other | 6.4 | — | — | 6.4 | |||||||||||
Total | $ | 47.5 | $ | 2.0 | $ | — | $ | 49.5 | |||||||
Liabilities | |||||||||||||||
Derivatives | |||||||||||||||
Interest rate swap agreements | $ | — | $ | (28.8 | ) | $ | — | $ | (28.8 | ) | |||||
Commodity hedging instruments | — | (1.0 | ) | — | (1.0 | ) | |||||||||
Total | $ | — | $ | (29.8 | ) | $ | — | $ | (29.8 | ) |
Quoted Prices in Active Markets for Identical Assets (Level 1) | Significant Other Observable Inputs (Level 2) | Unobservable Inputs (Level 3) | Total Losses | ||||||||||||
(In millions) | |||||||||||||||
Global Consumer insect repellent technology | $ | — | $ | — | $ | — | $ | 4.3 |
THREE MONTHS ENDED | |||||||
DECEMBER 29, 2012 | DECEMBER 31, 2011 | ||||||
(In millions) | |||||||
Net sales: | |||||||
Global Consumer | $ | 153.2 | $ | 149.1 | |||
Scotts LawnService® | 44.8 | 37.6 | |||||
Segment total | 198.0 | 186.7 | |||||
Corporate & Other | 7.8 | 12.9 | |||||
Consolidated | $ | 205.8 | $ | 199.6 | |||
Loss from continuing operations before income taxes: | |||||||
Global Consumer | $ | (68.7 | ) | $ | (69.5 | ) | |
Scotts LawnService® | (0.9 | ) | (4.6 | ) | |||
Segment total | (69.6 | ) | (74.1 | ) | |||
Corporate & Other | (20.2 | ) | (19.7 | ) | |||
Intangible asset amortization | (2.5 | ) | (2.5 | ) | |||
Product registration and recall matters | — | (0.3 | ) | ||||
Impairment, restructuring and other charges | 0.4 | (2.4 | ) | ||||
Interest expense | (13.2 | ) | (15.3 | ) | |||
Consolidated | $ | (105.1 | ) | $ | (114.3 | ) |
DECEMBER 29, 2012 | DECEMBER 31, 2011 | SEPTEMBER 30, 2012 | |||||||||
(In millions) | |||||||||||
Total assets: | |||||||||||
Global Consumer | $ | 1,751.2 | $ | 1,723.8 | $ | 1,676.4 | |||||
Scotts LawnService® | 166.4 | 162.2 | 181.5 | ||||||||
Corporate & Other | 210.5 | 278.3 | 216.5 | ||||||||
Consolidated | $ | 2,128.1 | $ | 2,164.3 | $ | 2,074.4 |
Parent | Subsidiary Guarantors | Non- Guarantors | Eliminations | Consolidated | |||||||||||||||
Net sales | $ | — | $ | 153.3 | $ | 52.5 | $ | — | $ | 205.8 | |||||||||
Cost of sales | — | 132.0 | 42.7 | — | 174.7 | ||||||||||||||
Gross profit | — | 21.3 | 9.8 | — | 31.1 | ||||||||||||||
Operating expenses: | |||||||||||||||||||
Selling, general and administrative | — | 97.8 | 26.7 | — | 124.5 | ||||||||||||||
Impairment, restructuring and other | — | (0.4 | ) | — | — | (0.4 | ) | ||||||||||||
Other income, net | — | (1.0 | ) | (0.1 | ) | — | (1.1 | ) | |||||||||||
Loss from operations | — | (75.1 | ) | (16.8 | ) | — | (91.9 | ) | |||||||||||
Equity income in subsidiaries | 60.0 | 11.8 | — | (71.8 | ) | — | |||||||||||||
Other non-operating income | (4.0 | ) | — | — | 4.0 | — | |||||||||||||
Interest expense | 10.5 | 3.8 | 1.4 | (2.5 | ) | 13.2 | |||||||||||||
Loss from continuing operations before income taxes | (66.5 | ) | (90.7 | ) | (18.2 | ) | 70.3 | (105.1 | ) | ||||||||||
Income tax benefit from continuing operations | (0.2 | ) | (30.2 | ) | (6.4 | ) | — | (36.8 | ) | ||||||||||
Loss from continuing operations | (66.3 | ) | (60.5 | ) | (11.8 | ) | 70.3 | (68.3 | ) | ||||||||||
Income from discontinued operations, net of tax | — | 0.6 | — | — | 0.6 | ||||||||||||||
Net Loss | $ | (66.3 | ) | $ | (59.9 | ) | $ | (11.8 | ) | $ | 70.3 | $ | (67.7 | ) |
Parent | Subsidiary Guarantors | Non- Guarantors | Eliminations | Consolidated | |||||||||||||||
Net loss | $ | (66.3 | ) | $ | (59.9 | ) | $ | (11.8 | ) | $ | 70.3 | $ | (67.7 | ) | |||||
Other comprehensive income (loss), net of tax: | |||||||||||||||||||
Net foreign currency translation adjustment | — | — | (3.7 | ) | — | (3.7 | ) | ||||||||||||
Net loss on derivatives | 0.3 | (1.1 | ) | — | — | (0.8 | ) | ||||||||||||
Net change in pension and other post retirement benefits | — | 1.3 | (0.1 | ) | — | 1.2 | |||||||||||||
Total other comprehensive income (loss) | 0.3 | 0.2 | (3.8 | ) | — | (3.3 | ) | ||||||||||||
Comprehensive loss | $ | (66.0 | ) | $ | (59.7 | ) | $ | (15.6 | ) | $ | 70.3 | $ | (71.0 | ) |
Parent | Subsidiary Guarantors | Non- Guarantors | Eliminations | Consolidated | |||||||||||||||
NET CASH USED IN OPERATING ACTIVITIES | $ | (5.8 | ) | $ | (131.6 | ) | $ | (31.2 | ) | $ | — | $ | (168.6 | ) | |||||
INVESTING ACTIVITIES | |||||||||||||||||||
Proceeds from sale of long-lived assets | — | 0.1 | — | — | 0.1 | ||||||||||||||
Investments in property, plant and equipment | — | (21.9 | ) | (3.1 | ) | — | (25.0 | ) | |||||||||||
Investment in acquired business, net of cash acquired | — | (3.2 | ) | — | — | (3.2 | ) | ||||||||||||
Net cash used in investing activities | — | (25.0 | ) | (3.1 | ) | — | (28.1 | ) | |||||||||||
FINANCING ACTIVITIES | |||||||||||||||||||
Borrowings under revolving and bank lines of credit | — | 451.0 | 12.8 | — | 463.8 | ||||||||||||||
Repayments under revolving and bank lines of credit | — | (26.5 | ) | (237.7 | ) | — | (264.2 | ) | |||||||||||
Dividends paid | (19.9 | ) | — | — | — | (19.9 | ) | ||||||||||||
Excess tax benefits from share-based payment arrangements | — | 0.4 | — | — | 0.4 | ||||||||||||||
Cash received from the exercise of stock options | 0.7 | — | — | — | 0.7 | ||||||||||||||
Intercompany financing | 25.0 | (270.0 | ) | 245.0 | — | — | |||||||||||||
Net cash provided by financing activities | 5.8 | 154.9 | 20.1 | — | 180.8 | ||||||||||||||
Effect of exchange rate changes on cash | — | — | (0.4 | ) | — | (0.4 | ) | ||||||||||||
Net decrease in cash and cash equivalents | — | (1.7 | ) | (14.6 | ) | — | (16.3 | ) | |||||||||||
Cash and cash equivalents, beginning of period | — | 2.6 | 129.3 | — | 131.9 | ||||||||||||||
Cash and cash equivalents, end of period | $ | — | $ | 0.9 | $ | 114.7 | $ | — | $ | 115.6 |
Parent | Subsidiary Guarantors | Non- Guarantors | Eliminations | Consolidated | |||||||||||||||
ASSETS | |||||||||||||||||||
Current assets: | |||||||||||||||||||
Cash and cash equivalents | $ | — | $ | 0.9 | $ | 114.7 | $ | — | $ | 115.6 | |||||||||
Accounts receivable, net | — | 97.0 | 71.4 | — | 168.4 | ||||||||||||||
Inventories | — | 531.6 | 115.1 | — | 646.7 | ||||||||||||||
Prepaid and other current assets | — | 87.3 | 38.9 | — | 126.2 | ||||||||||||||
Total current assets | — | 716.8 | 340.1 | — | 1,056.9 | ||||||||||||||
Property, plant and equipment, net | — | 366.0 | 58.0 | — | 424.0 | ||||||||||||||
Goodwill | — | 313.8 | 0.6 | — | 314.4 | ||||||||||||||
Intangible assets, net | — | 260.6 | 42.7 | — | 303.3 | ||||||||||||||
Other assets | 28.9 | 11.2 | 31.4 | (42.0 | ) | 29.5 | |||||||||||||
Equity investment in subsidiaries | 748.4 | — | — | (748.4 | ) | — | |||||||||||||
Intercompany assets | 748.8 | 200.3 | — | (949.1 | ) | — | |||||||||||||
Total assets | $ | 1,526.1 | $ | 1,868.7 | $ | 472.8 | $ | (1,739.5 | ) | $ | 2,128.1 | ||||||||
LIABILITIES AND SHAREHOLDERS’ EQUITY | |||||||||||||||||||
Current liabilities: | |||||||||||||||||||
Current portion of debt | $ | — | $ | 2.3 | $ | 2.0 | $ | — | $ | 4.3 | |||||||||
Accounts payable | — | 127.8 | 57.7 | — | 185.5 | ||||||||||||||
Other current liabilities | 16.5 | 90.0 | 80.1 | — | 186.6 | ||||||||||||||
Total current liabilities | 16.5 | 220.1 | 139.8 | — | 376.4 | ||||||||||||||
Long-term debt | 975.5 | 526.3 | 55.6 | (575.5 | ) | 981.9 | |||||||||||||
Other liabilities | 20.3 | 224.9 | 52.8 | (42.0 | ) | 256.0 | |||||||||||||
Equity investment in subsidiaries | — | 319.2 | — | (319.2 | ) | — | |||||||||||||
Intercompany liabilities | — | — | 373.6 | (373.6 | ) | — | |||||||||||||
Total liabilities | 1,012.3 | 1,290.5 | 621.8 | (1,310.3 | ) | 1,614.3 | |||||||||||||
Shareholders’ equity | 513.8 | 578.2 | (149.0 | ) | (429.2 | ) | 513.8 | ||||||||||||
Total liabilities and shareholders’ equity | $ | 1,526.1 | $ | 1,868.7 | $ | 472.8 | $ | (1,739.5 | ) | $ | 2,128.1 |
Parent | Subsidiary Guarantors | Non- Guarantors | Eliminations | Consolidated | |||||||||||||||
Net sales | $ | — | $ | 145.5 | $ | 54.1 | $ | — | $ | 199.6 | |||||||||
Cost of sales | — | 132.4 | 41.6 | — | 174.0 | ||||||||||||||
Gross profit | — | 13.1 | 12.5 | — | 25.6 | ||||||||||||||
Operating expenses: | |||||||||||||||||||
Selling, general and administrative | — | 95.0 | 27.5 | — | 122.5 | ||||||||||||||
Impairment, restructuring and other | — | 2.4 | — | — | 2.4 | ||||||||||||||
Product registration and recall matters | — | 0.3 | — | — | 0.3 | ||||||||||||||
Other income, net | (2.8 | ) | (0.2 | ) | (0.4 | ) | 2.8 | (0.6 | ) | ||||||||||
Income (loss) from operations | 2.8 | (84.4 | ) | (14.6 | ) | (2.8 | ) | (99.0 | ) | ||||||||||
Equity income in subsidiaries | 66.2 | 9.8 | — | (76.0 | ) | — | |||||||||||||
Interest expense | 10.8 | 6.6 | 0.7 | (2.8 | ) | 15.3 | |||||||||||||
Loss from continuing operations before income taxes | (74.2 | ) | (100.8 | ) | (15.3 | ) | 76.0 | (114.3 | ) | ||||||||||
Income tax benefit from continuing operations | (0.3 | ) | (35.4 | ) | (5.5 | ) | — | (41.2 | ) | ||||||||||
Loss from continuing operations | (73.9 | ) | (65.4 | ) | (9.8 | ) | 76.0 | (73.1 | ) | ||||||||||
Loss from discontinued operations, net of tax | — | (0.8 | ) | — | — | (0.8 | ) | ||||||||||||
Net Loss | $ | (73.9 | ) | $ | (66.2 | ) | $ | (9.8 | ) | $ | 76.0 | $ | (73.9 | ) |
Parent | Subsidiary Guarantors | Non- Guarantors | Eliminations | Consolidated | |||||||||||||||
Net loss | $ | (73.9 | ) | $ | (66.2 | ) | $ | (9.8 | ) | $ | 76.0 | $ | (73.9 | ) | |||||
Other comprehensive income (loss), net of tax: | |||||||||||||||||||
Net foreign currency translation adjustment | — | — | (3.5 | ) | — | (3.5 | ) | ||||||||||||
Net loss on derivatives | 0.8 | (1.4 | ) | — | — | (0.6 | ) | ||||||||||||
Net change in pension and other post retirement benefits | — | 0.8 | 1.1 | — | 1.9 | ||||||||||||||
Total other comprehensive income (loss) | 0.8 | (0.6 | ) | (2.4 | ) | — | (2.2 | ) | |||||||||||
Comprehensive loss | $ | (73.1 | ) | $ | (66.8 | ) | $ | (12.2 | ) | $ | 76.0 | $ | (76.1 | ) |
Parent | Subsidiary Guarantors | Non- Guarantors | Eliminations | Consolidated | |||||||||||||||
NET CASH USED IN OPERATING ACTIVITIES | $ | (8.0 | ) | $ | (144.7 | ) | $ | (48.4 | ) | $ | — | $ | (201.1 | ) | |||||
INVESTING ACTIVITIES | |||||||||||||||||||
Investments in property, plant and equipment | — | (13.3 | ) | (3.1 | ) | — | (16.4 | ) | |||||||||||
Net cash used in investing activities | — | (13.3 | ) | (3.1 | ) | — | (16.4 | ) | |||||||||||
FINANCING ACTIVITIES | |||||||||||||||||||
Borrowings under revolving and bank lines of credit | — | 321.9 | 125.1 | — | 447.0 | ||||||||||||||
Repayments under revolving and bank lines of credit | — | (30.7 | ) | (175.0 | ) | — | (205.7 | ) | |||||||||||
Dividends paid | (18.9 | ) | — | — | — | (18.9 | ) | ||||||||||||
Purchase of common shares | (17.5 | ) | — | — | — | (17.5 | ) | ||||||||||||
Excess tax benefits from share-based payment arrangements | — | 3.8 | — | — | 3.8 | ||||||||||||||
Cash received from the exercise of stock options | 5.6 | — | — | — | 5.6 | ||||||||||||||
Intercompany financing | 38.8 | (131.3 | ) | 92.5 | — | — | |||||||||||||
Net cash provided by financing activities | 8.0 | 163.7 | 42.6 | — | 214.3 | ||||||||||||||
Effect of exchange rate changes on cash | — | — | 0.1 | — | 0.1 | ||||||||||||||
Net increase (decrease) in cash and cash equivalents | — | 5.7 | (8.8 | ) | — | (3.1 | ) | ||||||||||||
Cash and cash equivalents, beginning of period | — | 4.3 | 126.6 | — | 130.9 | ||||||||||||||
Cash and cash equivalents, end of period | $ | — | $ | 10.0 | $ | 117.8 | $ | — | $ | 127.8 |
Parent | Subsidiary Guarantors | Non- Guarantors | Eliminations | Consolidated | |||||||||||||||
ASSETS | |||||||||||||||||||
Current assets: | |||||||||||||||||||
Cash and cash equivalents | $ | — | $ | 10.0 | $ | 117.8 | $ | — | $ | 127.8 | |||||||||
Accounts receivable, net | — | 92.7 | 73.8 | — | 166.5 | ||||||||||||||
Accounts receivable pledged | — | 14.3 | — | — | 14.3 | ||||||||||||||
Inventories | — | 543.6 | 111.2 | — | 654.8 | ||||||||||||||
Prepaid and other current assets | — | 102.2 | 46.6 | — | 148.8 | ||||||||||||||
Total current assets | — | 762.8 | 349.4 | — | 1,112.2 | ||||||||||||||
Property, plant and equipment, net | — | 343.2 | 48.2 | — | 391.4 | ||||||||||||||
Goodwill | — | 308.4 | 0.7 | — | 309.1 | ||||||||||||||
Intangible assets, net | — | 269.6 | 46.6 | — | 316.2 | ||||||||||||||
Other assets | 32.1 | 13.3 | 27.6 | (37.6 | ) | 35.4 | |||||||||||||
Equity investment in subsidiaries | 699.2 | — | — | (699.2 | ) | — | |||||||||||||
Intercompany assets | 788.3 | 207.7 | — | (996.0 | ) | — | |||||||||||||
Total assets | $ | 1,519.6 | $ | 1,905.0 | $ | 472.5 | $ | (1,732.8 | ) | $ | 2,164.3 | ||||||||
LIABILITIES AND SHAREHOLDERS’ EQUITY | |||||||||||||||||||
Current liabilities: | |||||||||||||||||||
Current portion of debt | $ | — | $ | 7.8 | $ | 0.3 | $ | — | $ | 8.1 | |||||||||
Accounts payable | — | 165.6 | 54.8 | — | 220.4 | ||||||||||||||
Other current liabilities | 15.3 | 118.6 | 86.7 | — | 220.6 | ||||||||||||||
Total current liabilities | 15.3 | 292.0 | 141.8 | — | 449.1 | ||||||||||||||
Long-term debt | 1,021.7 | 547.4 | 78.7 | (621.7 | ) | 1,026.1 | |||||||||||||
Other liabilities | 18.4 | 200.5 | 43.6 | (37.6 | ) | 224.9 | |||||||||||||
Equity investment in subsidiaries | — | 336.1 | — | (336.1 | ) | — | |||||||||||||
Intercompany liabilities | — | — | 374.3 | (374.3 | ) | — | |||||||||||||
Total liabilities | 1,055.4 | 1,376.0 | 638.4 | (1,369.7 | ) | 1,700.1 | |||||||||||||
Shareholders’ equity | 464.2 | 529.0 | (165.9 | ) | (363.1 | ) | 464.2 | ||||||||||||
Total liabilities and shareholders’ equity | $ | 1,519.6 | $ | 1,905.0 | $ | 472.5 | $ | (1,732.8 | ) | $ | 2,164.3 |
Parent | Subsidiary Guarantors | Non- Guarantors | Eliminations | Consolidated | |||||||||||||||
ASSETS | |||||||||||||||||||
Current assets: | |||||||||||||||||||
Cash and cash equivalents | $ | — | $ | 2.6 | $ | 129.3 | $ | — | $ | 131.9 | |||||||||
Accounts receivable, net | — | 248.4 | 82.5 | — | 330.9 | ||||||||||||||
Inventories | — | 332.1 | 82.8 | — | 414.9 | ||||||||||||||
Prepaid and other current assets | — | 88.5 | 33.8 | — | 122.3 | ||||||||||||||
Total current assets | — | 671.6 | 328.4 | — | 1,000.0 | ||||||||||||||
Property, plant and equipment, net | — | 368.2 | 59.2 | — | 427.4 | ||||||||||||||
Goodwill | — | 308.7 | 0.7 | — | 309.4 | ||||||||||||||
Intangible assets, net | — | 264.2 | 42.9 | — | 307.1 | ||||||||||||||
Other assets | 29.8 | 11.2 | 32.8 | (43.3 | ) | 30.5 | |||||||||||||
Equity investment in subsidiaries | 828.5 | — | — | (828.5 | ) | — | |||||||||||||
Intercompany assets | 556.6 | — | — | (556.6 | ) | — | |||||||||||||
Total assets | $ | 1,414.9 | $ | 1,623.9 | $ | 464.0 | $ | (1,428.4 | ) | $ | 2,074.4 | ||||||||
LIABILITIES AND SHAREHOLDERS’ EQUITY | |||||||||||||||||||
Current liabilities: | |||||||||||||||||||
Current portion of debt | $ | — | $ | 1.2 | $ | 0.3 | $ | — | $ | 1.5 | |||||||||
Accounts payable | — | 105.4 | 46.9 | — | 152.3 | ||||||||||||||
Other current liabilities | 15.9 | 177.4 | 86.5 | — | 279.8 | ||||||||||||||
Total current liabilities | 15.9 | 284.0 | 133.7 | — | 433.6 | ||||||||||||||
Long-term debt | 777.1 | 99.8 | 281.3 | (377.1 | ) | 781.1 | |||||||||||||
Other liabilities | 20.0 | 227.2 | 54.0 | (43.4 | ) | 257.8 | |||||||||||||
Equity investment in subsidiaries | — | 303.7 | — | (303.7 | ) | — | |||||||||||||
Intercompany liabilities | — | 50.9 | 128.5 | (179.4 | ) | — | |||||||||||||
Total liabilities | 813.0 | 965.6 | 597.5 | (903.6 | ) | 1,472.5 | |||||||||||||
Shareholders’ equity | 601.9 | 658.3 | (133.5 | ) | (524.8 | ) | 601.9 | ||||||||||||
Total liabilities and shareholders’ equity | $ | 1,414.9 | $ | 1,623.9 | $ | 464.0 | $ | (1,428.4 | ) | $ | 2,074.4 |
• | Executive summary |
• | Results of operations |
• | Segment results |
• | Liquidity and capital resources |
• | Regulatory matters |
• | Critical accounting policies and estimates |
Percent of Net Sales from Continuing Operations by Quarter | ||||||||
2012 | 2011 | 2010 | ||||||
First Quarter | 7.1 | % | 8.1 | % | 8.6 | % | ||
Second Quarter | 41.4 | % | 40.1 | % | 36.4 | % | ||
Third Quarter | 37.3 | % | 37.4 | % | 40.6 | % | ||
Fourth Quarter | 14.2 | % | 14.4 | % | 14.4 | % |
THREE MONTHS ENDED | |||||
DECEMBER 29, 2012 | DECEMBER 31, 2011 | ||||
Net sales | 100.0 | % | 100.0 | % | |
Cost of sales | 84.9 | 87.2 | |||
Gross profit | 15.1 | 12.8 | |||
Operating expenses: | |||||
Selling, general and administrative | 60.5 | 61.4 | |||
Impairment, restructuring and other | (0.2 | ) | 1.2 | ||
Product registration and recall matters | — | 0.2 | |||
Other income, net | (0.5 | ) | (0.4 | ) | |
Loss from operations | (44.7 | ) | (49.6 | ) | |
Interest expense | 6.4 | 7.7 | |||
Loss from continuing operations before income taxes | (51.1 | ) | (57.3 | ) | |
Income tax benefit from continuing operations | (17.9 | ) | (20.7 | ) | |
Loss from continuing operations | (33.2 | ) | (36.6 | ) | |
Income (loss) from discontinued operations, net of tax | 0.3 | (0.4 | ) | ||
Net loss | (32.9 | )% | (37.0 | )% |
THREE MONTHS ENDED | ||
DECEMBER 29, 2012 | ||
Volume | 2.7 | % |
Pricing | — | |
Foreign exchange rates | 0.3 | |
Acquisitions | 0.1 | |
Net sales increase | 3.1 | % |
• | increased volume within our Scotts LawnService® segment due to increased customer count and a weather driven delay of sales from the fourth quarter of fiscal 2012 to the first quarter of 2013; |
• | increased volume in our Global Consumer segment, driven by an increase in U.S. sales of fertilizers and control products, partially offset by a decline in Europe and wild bird food products; |
• | favorable impact of foreign exchange rates as a result of a slight weakening of the U.S. dollar relative to other currencies; |
• | partially offset by a decrease in sales for the three months ended December 29, 2012, related to ICL supply agreements, which were entered into in connection with the sale of Global Pro in February 2011. |
THREE MONTHS ENDED | |||||||
DECEMBER 29, 2012 | DECEMBER 31, 2011 | ||||||
(In millions) | |||||||
Materials | $ | 96.0 | $ | 93.7 | |||
Manufacturing labor and overhead | 26.6 | 26.4 | |||||
Distribution and warehousing | 38.4 | 36.0 | |||||
Roundup® reimbursements | 13.7 | 17.9 | |||||
$ | 174.7 | $ | 174.0 |
THREE MONTHS ENDED | |||
DECEMBER 29, 2012 | |||
(In millions) | |||
Material costs | $ | 1.0 | |
Volume and product mix | 3.5 | ||
Roundup® reimbursements | (4.2 | ) | |
Foreign exchange rates | 0.4 | ||
Change in cost of sales | $ | 0.7 |
• | higher costs resulting from the impact of higher sales volume; |
• | unfavorable impact of foreign exchange rates as a result of a slight weakening of the U.S. dollar relative to other currencies; |
• | partially offset by lower reimbursements attributable to our marketing agreement with Monsanto. |
THREE MONTHS ENDED | ||
DECEMBER 29, 2012 | ||
Pricing | — | % |
Material costs | (0.5 | ) |
Product mix and volume: | ||
Roundup® commissions and reimbursements | 0.3 | |
Corporate & Other | 0.2 | |
Scotts LawnService® | 2.0 | |
Global Consumer mix and volume | 0.3 | |
Change in gross profit rate | 2.3 | % |
• | increased volume within our Scotts LawnService® segment due to increased customer count and a weather driven delay of sales from the fourth quarter of fiscal 2012 to the first quarter of 2013; |
• | improved sales mix in our Global Consumer segment, primarily the result of increased sales in the U.S. of fertilizer and control products; |
• | reduced activity attributable to our marketing agreement with Monsanto, which historically does not generate profit until the second quarter; |
• | decreased sales in the first quarter associated with our supply agreements with ICL, which commenced with the sale of Global Pro in February of 2011 and do not generate gross profit. |
THREE MONTHS ENDED | |||||||
DECEMBER 29, 2012 | DECEMBER 31, 2011 | ||||||
(In millions) | |||||||
Advertising | $ | 9.5 | $ | 9.2 | |||
Share-based compensation | 1.9 | 1.6 | |||||
Research and development | 10.4 | 12.1 | |||||
Amortization of intangibles | 2.0 | 2.1 | |||||
Other selling, general and administrative | 100.7 | 97.5 | |||||
$ | 124.5 | $ | 122.5 |
THREE MONTHS ENDED | |||||||
DECEMBER 29, 2012 | DECEMBER 31, 2011 | ||||||
(In millions) | |||||||
Global Consumer | $ | 153.2 | $ | 149.1 | |||
Scotts LawnService® | 44.8 | 37.6 | |||||
Segment total | 198.0 | 186.7 | |||||
Corporate & Other | 7.8 | 12.9 | |||||
Consolidated | $ | 205.8 | $ | 199.6 |
THREE MONTHS ENDED | |||||||
DECEMBER 29, 2012 | DECEMBER 31, 2011 | ||||||
(In millions) | |||||||
Global Consumer | $ | (68.7 | ) | $ | (69.5 | ) | |
Scotts LawnService® | (0.9 | ) | (4.6 | ) | |||
Segment total | (69.6 | ) | (74.1 | ) | |||
Corporate & Other | (20.2 | ) | (19.7 | ) | |||
Intangible asset amortization | (2.5 | ) | (2.5 | ) | |||
Product registration and recall matters | — | (0.3 | ) | ||||
Impairment, restructuring and other | 0.4 | (2.4 | ) | ||||
Interest expense | (13.2 | ) | (15.3 | ) | |||
Consolidated | $ | (105.1 | ) | $ | (114.3 | ) |
(a) | Issuer Purchases of Equity Securities |
Period | Total Number of Common Shares Purchased(1) | Average Price Paid per Common Share(2) | Total Number of Common Shares Purchased as Part of Publicly Announced Plans or Programs(3) | Approximate Dollar Value of Common Shares That May Yet be Purchased Under the Plans or Programs(3) | |||||||||
October 1 through October 27, 2012 | 183 | $ | 41.81 | — | $ | 298,816,786 | |||||||
October 28, 2012 through November 24, 2012 | 181 | $ | 41.63 | — | $ | 298,816,786 | |||||||
November 25, 2012 through December 29, 2012 | 1,283 | $ | 42.05 | — | $ | 298,816,786 | |||||||
Total | 1,647 | $ | 41.98 | — |
(1) | Amounts in this column represent Common Shares purchased by the trustee of the rabbi trust established by the Company as permitted pursuant to the terms of The Scotts Company LLC Executive Retirement Plan (the “ERP”). The ERP is an unfunded, non-qualified deferred compensation plan which, among other things, provides eligible employees the opportunity to defer compensation above specified statutory limits applicable to The Scotts Company LLC Retirement Savings Plan and with respect to any Executive Management Incentive Pay (as defined in the ERP), Performance Award (as defined in the ERP) or other bonus awarded to such eligible employees. Pursuant to the terms of the ERP, each eligible employee has the right to elect an investment fund, including a fund consisting of Common Shares (the “Scotts Miracle-Gro Common Stock Fund”), against which amounts allocated to such employee's account under the ERP, including employer contributions, will be benchmarked (all ERP accounts are bookkeeping accounts only and do not represent a claim against specific assets of the Company). Amounts allocated to employee accounts under the ERP represent deferred compensation obligations of the Company. The Company established the rabbi trust in order to assist the Company in discharging such deferred compensation obligations. When an eligible employee elects to benchmark some or all of the amounts allocated to such employee's account against the Scotts Miracle-Gro Common Stock Fund, the trustee of the rabbi trust purchases the number of Common Shares equivalent to the amount so benchmarked. All Common Shares purchased by the trustee are purchased on the open market and are held in the rabbi trust until such time as they are distributed pursuant to the terms of the ERP. All assets of the rabbi trust, including any Common Shares purchased by the trustee, remain, at all times, assets of the Company, subject to the claims of its creditors. The terms of the ERP do not provide for a specified limit on the number of Common Shares that may be purchased by the trustee of the rabbi trust. |
(2) | The average price paid per Common Share is calculated on a settlement basis and includes commissions. |
(3) | In August 2010, the Scotts Miracle-Gro Board of Directors authorized the repurchase of up to $500 million of the Common Shares over a four-year period (through September 30, 2014). On May 4, 2011, the Scotts Miracle-Gro Board of Directors authorized the repurchase of up to an additional $200 million of the Common Shares, resulting in authority to repurchase up to a total of $700 million of the Common Shares through September 30, 2014. The dollar amounts in the “Approximate Dollar Value” column reflect the total $700 million authorized repurchase program. |
THE SCOTTS MIRACLE-GRO COMPANY | ||
Date: February 7, 2013 | /s/ DAVID C. EVANS | |
David C. Evans | ||
Chief Financial Officer and Executive Vice President, | ||
Strategy and Business Development | ||
(Principal Financial and Principal Accounting Officer) | ||
(Duly Authorized Officer) |
EXHIBIT NO. | DESCRIPTION | LOCATION | ||
10.1 | The Scotts Miracle-Gro Company Long-Term Incentive Plan (effective as of January 17, 2013) | Incorporated herein by reference to the Registrant's Current Report on Form 8-K filed January 24, 2013 (File No. 1-11593) [Exhibit 10.1] | ||
10.2 | Specimen form of Deferred Stock Unit Award Agreement for Nonemployee Directors (with Related Dividend Equivalents) used to evidence grants of Deferred Stock Units which may be made under The Scotts Miracle-Gro Company Long-Term Incentive Plan (Deferral of Cash Retainer — post-January 17, 2013 version) | * | ||
10.3 | Specimen form of Deferred Stock Unit Award Agreement for Nonemployee Directors (with Related Dividend Equivalents) used to evidence grants of Deferred Stock Units which may be made under The Scotts Miracle-Gro Company Long-Term Incentive Plan (post-January 17, 2013 version) | * | ||
10.4 | Specimen form of Deferred Stock Unit Award Agreement for Nonemployee Directors (with Related Dividend Equivalents) used to evidence grants of Deferred Stock Units made on January 18, 2013 to William G. Jurgensen under The Scotts Miracle-Gro Company Long-Term Incentive Plan | * | ||
10.5 | Specimen form of Restricted Stock Unit Award Agreement for Employees (with Related Dividend Equivalents) used to evidence grants of Restricted Stock Units which may be made under The Scotts Miracle-Gro Company Long-Term Incentive Plan (post-January 17, 2013 version) | * | ||
10.6 | Specimen form of Performance Unit Award Agreement for Employees (with Related Dividend Equivalents) used to evidence grants of Performance Units which may be made under The Scotts Miracle-Gro Company Long-Term Incentive Plan (post-January 17, 2013 version) | * | ||
10.7 | Specimen form of Nonqualified Stock Option Award Agreement for Employees used to evidence grants of Nonqualified Stock Options which may be made under The Scotts Miracle-Gro Company Long-Term Incentive Plan (post-January 17, 2013 version) | * | ||
10.8 | First Amendment to The Scotts Company LLC Executive Retirement Plan, as Amended and Restated as of January 1, 2011 (effective as of January 1, 2011) | * | ||
10.9 | Second Amendment to The Scotts Company LLC Executive Retirement Plan, as Amended and Restated as of January 1, 2011 (effective as of January 1, 2012) | * | ||
10.10 | Third Amendment to The Scotts Company LLC Executive Retirement Plan, as Amended and Restated as of January 1, 2011 (effective as of January 1, 2013) | * | ||
31.1 | Rule 13a-14(a)/15d-14(a) Certifications (Principal Executive Officer) | * | ||
31.2 | Rule 13a-14(a)/15d-14(a) Certifications (Principal Financial Officer) | * | ||
32 | Section 1350 Certifications (Principal Executive Officer and Principal Financial Officer) | * | ||
101.INS | XBRL Instance Document | * | ||
101.SCH | XBRL Taxonomy Extension Schema | * | ||
101.CAL | XBRL Taxonomy Extension Calculation Linkbase | * | ||
101.DEF | XBRL Taxonomy Extension Definition Linkbase | * | ||
101.LAB | XBRL Taxonomy Extension Label Linkbase | * | ||
101.PRE | XBRL Taxonomy Extension Presentation Linkbase | * |
* | Included herewith |
[Director’s Name] By: ________________________________ Date signed: _________________________ | THE SCOTTS MIRACLE-GRO COMPANY By: ___________________________________ [Name of Company Representative] [Title of Company Representative] Date signed: ___________________________ |
Conversion Date | Amount Deferred | Applicable Share Price | Number of Deferred Stock Units |
January 18, 2013 | $[amount] | $[price] | [# TBD] |
April 1, 2013 | $[amount] | $[price] | [# TBD] |
July 1, 2013 | $[amount] | $[price] | [# TBD] |
October 1, 2013 | $[amount] | $[price] | [# TBD] |
2. | INCORPORATION OF PLAN AND DEFINITIONS. |
(a) | This Award Agreement and your DSUs are granted pursuant to and in accordance with the terms of The Scotts Miracle-Gro Company Long-Term Incentive Plan as amended and restated January 17, 2013 (the “Plan”). All provisions of the Plan are incorporated herein by reference, and your DSUs are subject to the terms of the Plan and this Award Agreement. To the extent there is a conflict between this Award Agreement and the Plan, the Plan will govern. |
(b) | Capitalized terms that are not defined in this Award Agreement have the same meanings as in the Plan. |
3. | VESTING. The DSUs described in this Award Agreement will vest as follows: |
(a) | General Vesting. If your Board services continue from the Grant Date until the third anniversary of the Grant Date, in this case [Vesting Date] (the “Vesting Date”), your DSUs described in this Award Agreement will become 100% vested on the Vesting Date, including any DSUs received pursuant to Section 5 on or prior to the Vesting Date. Any DSUs received pursuant to Section 5 following the Vesting Date will be 100% vested on the date they are credited to you; or |
(b) | Accelerated Vesting. Under the following circumstances, your DSUs described in this Award Agreement will vest earlier than the Vesting Date: |
(i) | If you Terminate because of your death or because you become Disabled (as defined below), all of your DSUs will become 100% vested as of the date of such event. For purposes of this Award Agreement, “Disabled” means that you have been determined to be totally disabled by the Social Security Administration; or |
(ii) | If you Terminate for a reason other than Cause after completing at least five full years of continuous service and are at least age 50, all DSUs will become 100% vested as of the date of such event. |
(a) | Subject to the terms of the Plan and this Award Agreement, your vested DSUs shall ordinarily be settled in a lump sum as soon as administratively practicable, but no later than 90 days following the earliest date to occur of: (i) your Termination; or (ii) the third anniversary of the Grant Date (the “Settlement Date”). Your whole DSUs shall be settled in full Shares, and any fractional DSU shall be settled in cash, determined based upon the Fair Market Value of a Share on the Settlement Date. |
(b) | Except as provided in Section 5 below, you will have none of the rights of a shareholder with respect to Shares underlying the DSUs unless and until you become the record holder of such Shares. |
(c) | Normally, your DSUs will vest and be settled only under the circumstances described above. However, if there is a Change in Control, your DSUs will become 100% vested on the date of the Change in Control and will be settled as described in the Plan. See the Plan for further details. |
(a) | If a cash dividend is declared and paid on the Shares underlying the DSUs, you will receive an additional number of DSUs equal to the quotient of: |
(i) | The product of (I) the number of DSUs granted under this Award Agreement (including additional DSUs previously received in accordance with this |
(ii) | The Fair Market Value (which shall be equal to the closing price) of a Share on the date such cash dividend is paid. |
(b) | If a Share dividend is declared and paid on the Shares underlying the DSUs, you will receive an additional number of DSUs equal to the product of: |
(i) | The number of DSUs granted under this Award Agreement (including additional DSUs previously received in accordance with this Section 5) that have not been settled as of the dividend payment date, multiplied by |
(ii) | The dividend paid per Share. |
(c) | Any additional DSUs credited pursuant to this Section 5 shall be subject to the same terms and conditions as the DSUs granted pursuant to Section 1 above. |
(d) | Any fractional number of DSUs resulting from the calculations under this Section 5 shall be rounded to the nearest whole Share. |
(c) | You will consent (on your own behalf and on behalf of your beneficiaries and transferees and without any further consideration) to any necessary change to your Award or this Award Agreement to comply with any law and to avoid paying penalties under Section 409A of the Code, even if those changes affect the terms of your Award and reduce its value or potential value; and |
(d) | You must return a signed copy of this Award Agreement to the address given above before [Date 30 Days After Grant Date]. |
[Director’s Name] By: ______________________________ Date signed: ________________________ | THE SCOTTS MIRACLE-GRO COMPANY By: ___________________________________ [Name of Company Representative] [Title of Company Representative] Date signed: ____________________________ |
[Director’s Name] By: ______________________________ Date signed: ________________________ | THE SCOTTS MIRACLE-GRO COMPANY By: ___________________________________ [Name of Company Representative] [Title of Company Representative] Date signed: ____________________________ |
2. | INCORPORATION OF PLAN AND DEFINITIONS. |
(a) | This Award Agreement and your RSUs are granted pursuant to and in accordance with The Scotts Miracle-Gro Company Long-Term Incentive Plan as amended and restated January 17, 2013 (the “Plan”). All provisions of the Plan are incorporated herein by reference, and your RSUs and related dividend equivalents are subject to the terms of the Plan and this Award Agreement. To the extent there is a conflict between this Award Agreement and the Plan, the Plan will govern. |
(b) | Capitalized terms that are not defined in this Award Agreement have the same meanings as in the Plan. |
(a) | General Vesting. If your employment continues from the Grant Date until the third anniversary of the Grant Date, in this case [Vesting Date] (the “Vesting Date”), your |
(b) | Accelerated Vesting. Under the following circumstances, your RSUs described in this Award Agreement will become 100% vested earlier than the Vesting Date: |
(i) | If you Terminate because of your death or because you become Disabled (as defined below), your RSUs described in this Award Agreement will become 100% vested as of the date of such event and will be settled in accordance with Section 4 of this Award Agreement. For purposes of this Award Agreement, “Disabled” means (A) you are unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, (B) you are, by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering Employees of your employer, or (C) you are determined to be totally disabled by the Social Security Administration or Railroad Retirement Board; or |
(ii) | If you Terminate for a reason other than Cause after reaching age 55 and completing at least 10 years of employment with the Company, its Affiliates and/or its Subsidiaries, your RSUs described in this Award Agreement will become 100% vested as of the date of such event and will be settled in accordance with Section 4 of this Award Agreement. |
(a) | Subject to the terms of the Plan and this Award Agreement, your vested RSUs, minus any shares that are withheld for taxes as provided under Section 4(c), shall be settled in a lump sum as soon as administratively practicable, but no later than 90 days following the earliest date to occur of: (i) your Termination due to your death or Disability; or (ii) the third anniversary of the Grant Date (the “Settlement Date”). Your whole RSUs shall be settled in full Shares, and any fractional RSU shall be settled in cash, determined based upon the Fair Market Value of a Share on the Settlement Date. |
(b) | Except as provided in Section 5 of this Award Agreement, you will have none of the rights of a shareholder with respect to Shares underlying the RSUs unless and until you become the record holder of such Shares. |
(c) | You may use one of the following methods to pay the required withholding taxes related to the vesting of your RSUs. You will decide on the method at the time |
(i) | CASH PAYMENT: If you elect this alternative, you will be responsible for paying the Company through the Third Party Administrator cash equal to the minimum statutory withholding requirements applicable on your RSUs. |
(ii) | NET SETTLEMENT: If you elect this alternative, the Company will retain the number of shares with a Fair Market Value equal to the minimum statutory withholding requirements applicable on your RSUs. |
(d) | Normally, your RSUs will vest and be settled only under the circumstances described above. However, if there is a Change in Control, your RSUs will become 100% vested on the date of the Change in Control and will be settled as described in the Plan. See the Plan for further details. |
(a) | Except as otherwise provided in Section 3 or Section 4(d) of this Award Agreement, you will forfeit your unvested RSUs if you Terminate prior to the Vesting Date. |
(b) | If you engage in “Conduct That Is Harmful To The Company” (as described below), you will forfeit your RSUs and related dividend equivalents and must return to the Company all Shares and other amounts you have received through the Plan or this Award Agreement if, without the Company’s written consent, you do any of the following within 180 days before and 730 days after you Terminate: |
(i) | You breach any confidentiality, nondisclosure, and/or noncompetition obligations under any agreement or plan with the Company or any Affiliate or Subsidiary; |
(ii) | You fail or refuse to consult with, supply information to or otherwise cooperate with the Company or any Affiliate or Subsidiary after having been requested to do so; |
(iii) | You deliberately engage in any action that the Company concludes has caused substantial harm to the interests of the Company or any Affiliate or Subsidiary; |
(iv) | You fail to return all property (other than personal property), including vehicles, computer or other equipment or electronic devices, keys, notes, memoranda, writings, lists, files, reports, customer lists, correspondence, tapes, disks, cards, surveys, maps, logs, machines, technical data, formulae or any other tangible property or document and any and all copies, duplicates or reproductions that you have produced or received or have otherwise been provided to you in the course of your employment with the Company or any Affiliate or Subsidiary; or |
(v) | You engaged in conduct that the Committee reasonably concludes would have given rise to a Termination for Cause had it been discovered before you Terminated. |
(c) | You will consent (on your own behalf and on behalf of your beneficiaries and transferees and without any further consideration) to any necessary change to your Award or this Award Agreement to comply with any law and to avoid paying penalties under Section 409A of the Code, even if those changes affect the terms of your Award and reduce its value or potential value; and |
(d) | You must return a signed copy of this Award Agreement to the address given above before [Date 30 Days After Grant Date]. |
[Grantee’s Name] By: ______________________________ Date signed: ________________________ | THE SCOTTS MIRACLE-GRO COMPANY By: ___________________________________ [Name of Company Representative] [Title of Company Representative] Date signed: ____________________________ |
1. | DESCRIPTION OF YOUR PERFORMANCE UNITS. You have received a grant of [Number] Performance Units (“Performance Units”), based on a target level of performance, and an equal number of related dividend equivalents. If the minimum performance is achieved (and if all other service and vesting requirements are met), the Performance Units and related dividend equivalents that will actually be awarded to you may be more or less than the number of Performance Units granted. See Sections 3, 6 and Exhibit A for more details. |
2. | INCORPORATION OF PLAN AND DEFINITIONS. |
(a) | This Award Agreement and your Performance Units are granted pursuant to the terms and conditions of The Scotts Miracle-Gro Company Long-Term Incentive Plan as amended and restated January 17, 2013 (the “Plan”) and this Award Agreement. All provisions of the Plan are incorporated herein by reference, and your Performance Units and related dividend equivalents are subject to the terms of the Plan. To the extent there is a conflict between this Award Agreement and the Plan, the Plan will govern. |
(b) | Capitalized terms that are not defined in this Award Agreement have the same meanings as in the Plan. |
(a) | General Vesting. If your employment continues from the Grant Date until [Third Anniversary of Grant Date] (the “Vesting Date”) the number of Performance Units Achieved shall become 100% vested on the Vesting Date; or |
(b) | Accelerated Vesting. Under the following circumstances, the Performance Units Achieved will be deemed to become 100% vested, even if you Terminate prior to the Vesting Date (subject to the performance criteria as described in Section 3 and Exhibit A): |
(i) | If you Terminate because of your death or because you become Disabled (as defined below), the number of Performance Units Achieved, as described in this Award Agreement, will be deemed to become 100% vested as of the Vesting Date. For purposes of this Award Agreement, “Disabled” means (A) you are unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, (B) you are, by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering Employees of your employer, or (C) you are determined to be totally disabled by the Social Security Administration or Railroad Retirement Board; or |
(ii) | If you Terminate for a reason other than Cause after reaching age 55 and completing at least 10 years of employment with the Company, its Affiliates and/or its Subsidiaries, the number of Performance Units Achieved, as described in this Award Agreement, will be deemed to become 100% vested as of the Vesting Date. |
(a) | Subject to the terms of the Plan and this Award Agreement, the number of vested Performance Units Achieved, minus any shares that are withheld for taxes as provided under Section 5(c), shall be settled in a lump sum as soon as administratively practicable, but no later than 90 days following the Vesting Date (the “Settlement Date”). Your whole Performance Units Achieved shall be settled in full Shares, and any fractional Performance Unit Achieved shall be settled in cash, determined based upon the Fair Market Value of a Share on the Settlement Date. |
(b) | Except as provided in Section 6 of this Award Agreement, you will have none of the rights of a shareholder with respect to Shares underlying the Performance Units unless and until you become the record holder of such Shares. |
(c) | You may use one of the following methods to pay the required withholding taxes related to the settlement of your Performance Units Achieved. You will decide on the method at the time prescribed by the Company. If you do not elect one of these methods, the Company will apply the Net Settlement method described below: |
(i) | CASH PAYMENT: If you elect this alternative, you will be responsible for paying the Company through the Third Party Administrator cash equal to the minimum statutory withholding requirements applicable on your Performance Units. |
(ii) | NET SETTLEMENT: If you elect this alternative, the Company will retain the number of shares with a Fair Market Value equal to the minimum statutory withholding requirements applicable on your Performance Units. |
(d) | Normally, the number of Performance Units Achieved will vest and be settled only under the circumstances described above. However, if there is a Change in Control, your Performance Units will become 100% vested on the date of the Change in Control and will be settled as described in the Plan. See the Plan for further details. |
(a) | Except as otherwise provided in Section 4 or Section 5(d) of this Award Agreement, you will forfeit your unvested Performance Units if you Terminate prior to the Vesting Date, whether the performance criteria are achieved or not. |
(b) | If you engage in “Conduct That Is Harmful To The Company” (as described below), you will forfeit your Performance Units and related dividend equivalents and must return to the Company all Shares and other amounts you have received through the Plan or this Award Agreement if, without the Company’s written consent, you do any of the following within 180 days before and 730 days after you Terminate: |
(i) | You breach any confidentiality, nondisclosure, and/or noncompetition obligations under any agreement or plan with the Company or any Affiliate or Subsidiary; |
(ii) | You fail or refuse to consult with, supply information to or otherwise cooperate with the Company or any Affiliate or Subsidiary after having been requested to do so; |
(iii) | You deliberately engage in any action that the Company concludes has caused substantial harm to the interests of the Company or any Affiliate or Subsidiary; |
(iv) | You fail to return all property (other than personal property), including vehicles, computer or other equipment or electronic devices, keys, notes, memoranda, writings, lists, files, reports, customer lists, correspondence, tapes, disks, cards, surveys, maps, logs, machines, technical data, formulae or any other tangible property or document and any and all copies, duplicates or reproductions that you have produced or received or have otherwise been provided to you in the course of your employment with the Company or any Affiliate or Subsidiary; or |
(v) | You engaged in conduct that the Committee reasonably concludes would have given rise to a Termination for Cause had it been discovered before you Terminated. |
(c) | You will consent (on your own behalf and on behalf of your beneficiaries and transferees and without any further consideration) to any necessary change to your Award or this Award Agreement to comply with any law and to avoid paying penalties under Section 409A of the Code, even if those changes affect the terms of your Award and reduce its value or potential value; and |
(d) | You must return a signed copy of this Award Agreement to the address given above before [Date 30 Days After Grant Date]. |
[Grantee’s Name] By: ______________________________ Date signed: ________________________ | THE SCOTTS MIRACLE-GRO COMPANY By: ___________________________________ [Name of Company Representative] [Title of Company Representative] Date signed: ____________________________ |
FY13 Performance Period | ||||
Measurement Level | Measure | Weight | Minimum² | |
Total Company | Earnings Per Share¹ | 100% | $1.00 EPS | |
Payout Percentage | 100% |
2. | INCORPORATION OF PLAN AND DEFINITIONS. |
(a) | This Award Agreement and your NSO are granted pursuant to and in accordance with The Scotts Miracle-Gro Company Long-Term Incentive Plan as amended and restated January 17, 2013 (the “Plan”). All provisions of the Plan are incorporated herein by reference, and your NSO is subject to the terms of the Plan. To the extent there is a conflict between this Award Agreement and the Plan, the Plan will govern. |
(b) | Capitalized terms that are not defined in this Award Agreement have the same meanings as in the Plan. |
(a) | General Vesting. If your employment continues from the Grant Date until the third anniversary of the Grant Date, in this case [Vesting Date] (the “Vesting Date”), your NSO described in this Award Agreement will vest (and become exercisable) on the Vesting Date; |
(b) | Accelerated Vesting. Under the following circumstances, the NSO described in this Award Agreement will vest earlier than the Vesting Date: |
(i) | If you Terminate because of your death or because you become Disabled (as defined below), your NSO described in this Award Agreement will become fully vested and expire on the Expiration Date. For purposes of this Award Agreement, “Disabled” means (A) you are unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, (B) you are, by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering Employees of your employer, or (C) you are determined to be totally disabled by the Social Security Administration or Railroad Retirement Board; |
(ii) | If you Terminate for a reason other than Cause after reaching age 55 and completing at least 10 years of employment with the Company, its Affiliates and/or its Subsidiaries, your NSO described in this Award Agreement will become fully vested and expire on the Expiration Date; or |
(iii) | If there is a Change in Control, your NSO may vest earlier. See the Plan for further details. |
5. | EXERCISING YOUR NSO. |
(a) | After your NSO vests, you may exercise the NSO at any time prior to the Expiration Date. To exercise the NSO you must complete an Exercise Notice on the form provided by the Company, which is available from Third Party Administrator. At any one time, you must exercise your NSO to buy no fewer than 100 Shares, or, you must exercise the balance of your NSO if the value is less than 100 Shares. |
(b) | You may use one of the following three methods to exercise your NSO and to pay any taxes related to that exercise. You will decide on the method at the time of exercise. If you do not elect one of these methods, the Company will apply the Broker-Assisted Cashless Exercise and Sell method described below: |
(i) | BROKER-ASSISTED CASHLESS EXERCISE AND SELL: If you elect this alternative, you will be deemed to have simultaneously exercised the NSO and to have sold the Shares underlying the portion of the NSO you |
(ii) | COMBINATION EXERCISE: If you elect this alternative, you will be deemed to have simultaneously exercised the NSO and to have sold a number of those Shares with a Fair Market Value equal to the aggregate Exercise Price and for taxes that are required to be withheld on account of the exercise. When the transaction is complete, the balance of the Shares subject to the portion of the NSO you exercised will be transferred to you. |
(iii) | EXERCISE AND HOLD: If you elect this alternative, you must pay the full Exercise Price plus related taxes (in cash, a cash equivalent or in Shares having a Fair Market Value equal to the Exercise Price and which you have owned for at least six months before the exercise date). When the transaction is complete, you will receive the number of Shares purchased. |
(c) | You may never exercise your NSO to purchase a fractional Share. Any fractional Share shall be redeemed for cash equal to the Fair Market Value of such fractional Share. |
(a) | General Expiration Rules. In general, your NSO will expire on the Expiration Date. |
(b) | Forfeiture Rules. In the following instances, your NSO will expire and you will forfeit your NSO prior to the Expiration Date: |
(i) | If you Terminate before the Vesting Date, except as provided in Section 3 above, you will forfeit your NSO in its entirety; |
(ii) | If you engage in “Conduct That Is Harmful To The Company” (as described below), you will forfeit your NSO and must return to the Company all Shares and other amounts you have received through the Plan or this Award Agreement if, without the Company’s written consent, you do any of the following within 180 days before and 730 days after you Terminate: |
1) | You breach any confidentiality, nondisclosure, and/or noncompetition obligations under any agreement or plan with the Company or any Affiliate or Subsidiary; |
2) | You fail or refuse to consult with, supply information to or otherwise cooperate with the Company or any Affiliate or Subsidiary after having been requested to do so; |
3) | You deliberately engage in any action that the Company concludes has caused substantial harm to the interests of the Company or any Affiliate or Subsidiary; |
4) | You fail to return all property (other than personal property), including vehicles, computer or other equipment or electronic devices, keys, notes, memoranda, writings, lists, files, reports, customer lists, correspondence, tapes, disks, cards, surveys, maps, logs, machines, technical data, formulae or any other tangible property or document and any and all copies, duplicates or reproductions that you have produced or received or have otherwise been provided to you in the course of your employment with the Company or any Affiliate or Subsidiary; or |
5) | You engaged in conduct that the Committee reasonably concludes would have given rise to a Termination for Cause had it been discovered before you Terminated. |
(iii) | If you Terminate for Cause after the Vesting Date, the portion of your NSO that has not been exercised will be forfeited (whether or not then vested) on the date you Terminate; or |
(iv) | If you Terminate for any other reason after the Vesting Date, the portion of your NSO that is vested but has not been exercised will expire on the earlier of the Expiration Date or 90 days after you Terminate. |
(c) | You will consent (on your own behalf and on behalf of your beneficiaries and transferees and without any further consideration) to any necessary change to your NSO or this Award Agreement to comply with any law and to avoid paying penalties under Section 409A of the Code, even if those changes affect the terms of your NSO and reduce its value or potential value; and |
(d) | You must return a signed copy of this Award Agreement to the address given above before [Date 30 Days After Grant Date]. |
[Grantee’s Name] | THE SCOTTS MIRACLE-GRO COMPANY |
BY:__________________________________ | BY:__________________________________ |
Date signed: ________________________ | [Name of Company representative] |
[Title of Company representative] | |
Date signed:______________________ |
(a) | Each Eligible Employee may, on such terms and conditions as the Committee may specify, elect to have a percentage of his or her Base Salary attributable to Compensation in excess of the Pay Cap, for all pay periods commencing with the pay period in which the Participant’s RSP Compensation reaches or first exceeds the Pay Cap, deferred and allocated to his or her Deferred Compensation Account and paid pursuant to the terms of the Plan. |
(b) | Each Eligible Employee may, on such terms and conditions as the Committee may specify, elect to have a percentage of his or her Base Salary attributable to Compensation not in excess of the Pay Cap, for all pay periods commencing with the first pay period of the Plan Year and ending with the pay period prior to the pay period in which the Participant’s RSP Compensation reaches or first exceeds the Pay Cap, deferred and allocated to his or her Deferred Compensation Account and paid pursuant to the terms of the Plan. |
(a) | Such Base Salary Deferral Election with respect to Base Salary attributable to Compensation in excess of the Pay Cap shall apply for all pay periods commencing with the pay period in which the Participant’s RSP Compensation reaches or first exceeds the Pay Cap. |
(b) | Such Base Salary Deferral Election with respect to Base Salary attributable to Compensation not in excess of the Pay Cap shall apply for all pay periods commencing with the first pay period beginning after the date on which the Base Salary Deferral Election is received by the recordkeeper and ending with the pay period prior to the pay period in which the Participant’s RSP Compensation reaches or first exceeds the Pay Cap. |
(3) | If Base Salary Deferral Elections are submitted to the recordkeeper in accordance with this Section IV.C., the Employer will allocate to the Participant’s Deferred Compensation Account the amount of Base Salary determined in accordance with this Section IV.C. All Base Salary Deferral Elections made under Section IV.C.(1) become irrevocable no later than December 31 of the calendar year preceding the Plan Year to which a Participant’s Base Salary Deferral Election relates. All Base Salary Deferral Elections made under Section IV.C.(2) become irrevocable as of the end of the applicable 30-day period. |
(a) | Each Eligible Employee may, on such terms and conditions as the Committee may specify, elect to have a percentage of his or her Base Salary and an equal percentage of any LTI Offset Payment attributable to Compensation in excess of the Pay Cap, for all pay periods commencing with the pay period in which the Participant’s RSP Compensation reaches or first exceeds the Pay Cap, deferred and allocated to his or her Deferred Compensation Account and paid pursuant to the terms of the Plan. |
(b) | Each Eligible Employee may, on such terms and conditions as the Committee may specify, elect to have a percentage of his or her Base Salary and an equal percentage of any LTI Offset Payment attributable to Compensation not in excess of the Pay Cap, for all pay periods commencing with the first pay period of the Plan Year and ending with the pay period prior to the pay period in which the Participant’s RSP Compensation reaches or first exceeds the Pay Cap, deferred and allocated to his or her Deferred Compensation Account and paid pursuant to the terms of the Plan. |
(a) | Such Base Salary Deferral Election with respect to Base Salary and LTI Offset Payments attributable to Compensation in excess of the Pay Cap shall apply for all pay periods commencing with the pay period in which the Participant’s RSP Compensation reaches or first exceeds the Pay Cap. |
(b) | Such Base Salary Deferral Election with respect to Base Salary and LTI Offset Payments attributable to Compensation not in excess of the Pay Cap shall apply for all pay periods commencing with the first pay period beginning after the date on which the Base Salary Deferral Election is received by the recordkeeper and ending with the pay period prior to the pay period in which the Participant’s RSP Compensation reaches or first exceeds the Pay Cap. |
1. | I have reviewed this Quarterly Report on Form 10-Q of The Scotts Miracle-Gro Company for the quarterly period ended December 29, 2012; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
(a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
(b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
(c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
(d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
5. | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
(a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
(b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
Date: February 7, 2013 | By: | /s/ JAMES HAGEDORN | ||
Printed Name: James Hagedorn | ||||
Title: Chief Executive Officer and Chairman of the Board |
1. | I have reviewed this Quarterly Report on Form 10-Q of The Scotts Miracle-Gro Company for the quarterly period ended December 29, 2012; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
(a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
(b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
(c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
(d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
5. | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
(a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
(b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
Date: February 7, 2013 | By: | /s/ DAVID C. EVANS | ||
Printed Name: David C. Evans | ||||
Title: Chief Financial Officer and Executive Vice President, Strategy and Business Development |
1) | The Report fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934; and |
2) | The information contained in the Report fairly presents, in all material respects, the consolidated financial condition and results of operations of the Company and its subsidiaries. |
/s/ JAMES HAGEDORN | /s/ DAVID C. EVANS | |||
James Hagedorn | David C. Evans | |||
Chief Executive Officer | Chief Financial Officer and Executive Vice President, | |||
and Chairman of the Board | Strategy and Business Development | |||
February 7, 2013 | February 7, 2013 |
* | THESE CERTIFICATIONS ARE BEING FURNISHED AS REQUIRED BY RULE 13a-14(b) UNDER THE SECURITIES EXCHANGE ACT OF 1934 (THE “EXCHANGE ACT”) AND SECTION 1350 OF CHAPTER 63 OF TITLE 18 OF THE UNITED STATES CODE, AND SHALL NOT BE DEEMED “FILED” FOR PURPOSES OF SECTION 18 OF THE EXCHANGE ACT OR OTHERWISE SUBJECT TO THE LIABILITY OF THAT SECTION. THESE CERTIFICATIONS SHALL NOT BE DEEMED TO BE INCORPORATED BY REFERENCE INTO ANY FILING UNDER THE SECURITIES ACT OF 1933 OR THE EXCHANGE ACT, EXCEPT TO THE EXTENT THAT THE COMPANY SPECIFICALLY INCORPORATES THESE CERTIFICATIONS BY REFERENCE. |
Inventories for Continuing Operations, net of Reserves for Excess and Obsolete Inventories (Detail) (USD $)
In Millions, unless otherwise specified |
Dec. 29, 2012
|
Sep. 30, 2012
|
Dec. 31, 2011
|
---|---|---|---|
Inventory Disclosure [Line Items] | |||
Finished goods | $ 411.2 | $ 224.6 | $ 435.9 |
Work-in-process | 63.3 | 48.3 | 52.0 |
Raw materials | 172.2 | 142.0 | 166.9 |
Total inventories | $ 646.7 | $ 414.9 | $ 654.8 |
Financial Assets and Liabilities Measured at Fair Value on Recurring and Nonrecurring Basis (Detail) (USD $)
In Millions, unless otherwise specified |
3 Months Ended | 3 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Dec. 29, 2012
|
Dec. 31, 2011
|
Dec. 29, 2012
Fair Value, Measurements, Recurring [Member]
|
Sep. 30, 2012
Fair Value, Measurements, Recurring [Member]
|
Dec. 31, 2011
Fair Value, Measurements, Recurring [Member]
|
Dec. 29, 2012
Fair Value, Measurements, Recurring [Member]
Fair Value, Inputs, Level 1 [Member]
|
Sep. 30, 2012
Fair Value, Measurements, Recurring [Member]
Fair Value, Inputs, Level 1 [Member]
|
Dec. 31, 2011
Fair Value, Measurements, Recurring [Member]
Fair Value, Inputs, Level 1 [Member]
|
Dec. 29, 2012
Fair Value, Measurements, Recurring [Member]
Fair Value, Inputs, Level 2 [Member]
|
Sep. 30, 2012
Fair Value, Measurements, Recurring [Member]
Fair Value, Inputs, Level 2 [Member]
|
Dec. 31, 2011
Fair Value, Measurements, Recurring [Member]
Fair Value, Inputs, Level 2 [Member]
|
Dec. 29, 2012
Fair Value, Measurements, Recurring [Member]
Fair Value, Inputs, Level 3 [Member]
|
Sep. 30, 2012
Fair Value, Measurements, Recurring [Member]
Fair Value, Inputs, Level 3 [Member]
|
Dec. 31, 2011
Fair Value, Measurements, Recurring [Member]
Fair Value, Inputs, Level 3 [Member]
|
Dec. 29, 2012
Fair Value, Measurements, Recurring [Member]
Interest Rate Swap [Member]
|
Sep. 30, 2012
Fair Value, Measurements, Recurring [Member]
Interest Rate Swap [Member]
|
Dec. 31, 2011
Fair Value, Measurements, Recurring [Member]
Interest Rate Swap [Member]
|
Dec. 29, 2012
Fair Value, Measurements, Recurring [Member]
Interest Rate Swap [Member]
Fair Value, Inputs, Level 1 [Member]
|
Sep. 30, 2012
Fair Value, Measurements, Recurring [Member]
Interest Rate Swap [Member]
Fair Value, Inputs, Level 1 [Member]
|
Dec. 31, 2011
Fair Value, Measurements, Recurring [Member]
Interest Rate Swap [Member]
Fair Value, Inputs, Level 1 [Member]
|
Dec. 29, 2012
Fair Value, Measurements, Recurring [Member]
Interest Rate Swap [Member]
Fair Value, Inputs, Level 2 [Member]
|
Sep. 30, 2012
Fair Value, Measurements, Recurring [Member]
Interest Rate Swap [Member]
Fair Value, Inputs, Level 2 [Member]
|
Dec. 31, 2011
Fair Value, Measurements, Recurring [Member]
Interest Rate Swap [Member]
Fair Value, Inputs, Level 2 [Member]
|
Dec. 29, 2012
Fair Value, Measurements, Recurring [Member]
Interest Rate Swap [Member]
Fair Value, Inputs, Level 3 [Member]
|
Sep. 30, 2012
Fair Value, Measurements, Recurring [Member]
Interest Rate Swap [Member]
Fair Value, Inputs, Level 3 [Member]
|
Dec. 31, 2011
Fair Value, Measurements, Recurring [Member]
Interest Rate Swap [Member]
Fair Value, Inputs, Level 3 [Member]
|
Dec. 29, 2012
Fair Value, Measurements, Recurring [Member]
Foreign currency swap contracts
|
Sep. 30, 2012
Fair Value, Measurements, Recurring [Member]
Foreign currency swap contracts
|
Dec. 31, 2011
Fair Value, Measurements, Recurring [Member]
Foreign currency swap contracts
|
Dec. 29, 2012
Fair Value, Measurements, Recurring [Member]
Foreign currency swap contracts
Fair Value, Inputs, Level 1 [Member]
|
Sep. 30, 2012
Fair Value, Measurements, Recurring [Member]
Foreign currency swap contracts
Fair Value, Inputs, Level 1 [Member]
|
Dec. 31, 2011
Fair Value, Measurements, Recurring [Member]
Foreign currency swap contracts
Fair Value, Inputs, Level 1 [Member]
|
Dec. 29, 2012
Fair Value, Measurements, Recurring [Member]
Foreign currency swap contracts
Fair Value, Inputs, Level 2 [Member]
|
Sep. 30, 2012
Fair Value, Measurements, Recurring [Member]
Foreign currency swap contracts
Fair Value, Inputs, Level 2 [Member]
|
Dec. 31, 2011
Fair Value, Measurements, Recurring [Member]
Foreign currency swap contracts
Fair Value, Inputs, Level 2 [Member]
|
Dec. 29, 2012
Fair Value, Measurements, Recurring [Member]
Foreign currency swap contracts
Fair Value, Inputs, Level 3 [Member]
|
Sep. 30, 2012
Fair Value, Measurements, Recurring [Member]
Foreign currency swap contracts
Fair Value, Inputs, Level 3 [Member]
|
Dec. 31, 2011
Fair Value, Measurements, Recurring [Member]
Foreign currency swap contracts
Fair Value, Inputs, Level 3 [Member]
|
Dec. 29, 2012
Fair Value, Measurements, Recurring [Member]
Commodity hedging instruments
|
Sep. 30, 2012
Fair Value, Measurements, Recurring [Member]
Commodity hedging instruments
|
Dec. 31, 2011
Fair Value, Measurements, Recurring [Member]
Commodity hedging instruments
|
Dec. 29, 2012
Fair Value, Measurements, Recurring [Member]
Commodity hedging instruments
Fair Value, Inputs, Level 1 [Member]
|
Sep. 30, 2012
Fair Value, Measurements, Recurring [Member]
Commodity hedging instruments
Fair Value, Inputs, Level 1 [Member]
|
Dec. 31, 2011
Fair Value, Measurements, Recurring [Member]
Commodity hedging instruments
Fair Value, Inputs, Level 1 [Member]
|
Dec. 29, 2012
Fair Value, Measurements, Recurring [Member]
Commodity hedging instruments
Fair Value, Inputs, Level 2 [Member]
|
Sep. 30, 2012
Fair Value, Measurements, Recurring [Member]
Commodity hedging instruments
Fair Value, Inputs, Level 2 [Member]
|
Dec. 31, 2011
Fair Value, Measurements, Recurring [Member]
Commodity hedging instruments
Fair Value, Inputs, Level 2 [Member]
|
Dec. 29, 2012
Fair Value, Measurements, Recurring [Member]
Commodity hedging instruments
Fair Value, Inputs, Level 3 [Member]
|
Sep. 30, 2012
Fair Value, Measurements, Recurring [Member]
Commodity hedging instruments
Fair Value, Inputs, Level 3 [Member]
|
Dec. 31, 2011
Fair Value, Measurements, Recurring [Member]
Commodity hedging instruments
Fair Value, Inputs, Level 3 [Member]
|
Dec. 29, 2012
Trade Names [Member]
|
Dec. 29, 2012
Trade Names [Member]
Fair Value, Inputs, Level 1 [Member]
|
Dec. 29, 2012
Trade Names [Member]
Fair Value, Inputs, Level 2 [Member]
|
Dec. 29, 2012
Trade Names [Member]
Fair Value, Inputs, Level 3 [Member]
|
|
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Impairment and other charges | $ 4.6 | $ 0 | $ 4.3 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Indefinite-lived Intangible Assets (Excluding Goodwill), Fair Value Disclosure | 0 | 0 | 0 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Cash equivalents | 83.3 | 41.1 | 83.5 | 83.3 | 41.1 | 83.5 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||||||||||||||||||||
Derivative assets | 0.8 | 0 | 3.5 | 0 | 0 | 0 | 0.8 | 0 | 3.5 | 0 | 0 | 0 | 0.3 | 2.0 | 0 | 0 | 0.3 | 2.0 | 0 | 0 | ||||||||||||||||||||||||||||||||||
Other | 6.5 | 6.4 | 6.5 | 6.5 | 6.4 | 6.5 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||||||||||||||||||||||
Total | 90.9 | 49.5 | 93.5 | 89.8 | 47.5 | 90.0 | 1.1 | 2.0 | 3.5 | 0 | 0 | 0 | ||||||||||||||||||||||||||||||||||||||||||
Derivative liabilities | 29.1 | (28.8) | 27.3 | 0 | 0 | (29.1) | (28.8) | (27.3) | 0 | 0 | 0.5 | 0.6 | 0 | 0 | (0.5) | (1.0) | (0.6) | 0 | 0 | (0.7) | (1.0) | (2.3) | 0 | 0 | (0.7) | (2.3) | 0 | 0 | ||||||||||||||||||||||||||
Total | $ 30.3 | $ (29.8) | $ 30.2 | $ 0 | $ 0 | $ 0 | $ (30.3) | $ (29.8) | $ (30.2) | $ 0 | $ 0 | $ 0 |
INCOME TAXES - Additional Information (Detail)
|
3 Months Ended | |
---|---|---|
Dec. 29, 2012
|
Dec. 31, 2011
|
|
Income Taxes [Line Items] | ||
Effective income tax rate-continuing operations | 35.00% | 36.00% |
Minimum Tax Year [Member] | Foreign Country [Member]
|
||
Income Taxes [Line Items] | ||
Tax years under examination | 2008 | |
Minimum Tax Year [Member] | U.S. state and local tax authorities
|
||
Income Taxes [Line Items] | ||
Tax years under examination | 1997 | |
Maximum Tax Year [Member] [Member] | Foreign Country [Member]
|
||
Income Taxes [Line Items] | ||
Tax years under examination | 2011 | |
Maximum Tax Year [Member] [Member] | U.S. state and local tax authorities
|
||
Income Taxes [Line Items] | ||
Tax years under examination | 2011 |
Share-Based Compensation Awards Granted (Detail) (USD $)
In Millions, except Share data, unless otherwise specified |
1 Months Ended | 3 Months Ended | |
---|---|---|---|
Feb. 07, 2013
|
Dec. 29, 2012
|
Dec. 31, 2011
|
|
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total share-based awards | 300,000 | 8,693 | 1,134 |
Aggregate fair value at grant dates (in millions) | $ 14.7 | $ 0.4 | $ 0.1 |
Employees | Restricted Stock Units (RSUs)
|
|||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based compensation awards granted | 8,693 | 1,134 |
FINANCIAL INFORMATION FOR SUBSIDIARY GUARANTORS AND NON-GUARANTORS (Tables)
|
3 Months Ended |
---|---|
Dec. 29, 2012
|
|
Notes To Financial Statements [Abstract] | |
Condensed Financial Information Of Parent Subsidiary Guarantors And Subsidiary Non Guarantors [Table Text Block] |
INVENTORIES (Tables)
|
3 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Dec. 29, 2012
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Inventories for Continuing Operations | Inventories consisted of the following for each of the periods presented:
|
Components of Long-Term Debt (Detail) (USD $)
In Millions, unless otherwise specified |
Dec. 29, 2012
|
Sep. 30, 2012
|
Dec. 31, 2011
|
---|---|---|---|
Debt Instrument [Line Items] | |||
Long-term Debt | $ 986.2 | $ 782.6 | $ 1,034.2 |
Less current portions | 4.3 | 1.5 | 8.1 |
Total long-term debt | 981.9 | 781.1 | 1,026.1 |
Credit Facilities | Revolving loans
|
|||
Debt Instrument [Line Items] | |||
Long-term Debt | 575.5 | 377.1 | 621.7 |
Senior Notes - 7.25%
|
|||
Debt Instrument [Line Items] | |||
Long-term Debt | 200.0 | 200.0 | 200.0 |
Senior Notes - 6.625%
|
|||
Debt Instrument [Line Items] | |||
Long-term Debt | 200.0 | 200.0 | 200.0 |
MARP Agreement
|
|||
Debt Instrument [Line Items] | |||
Long-term Debt | 0 | 0 | 5.4 |
Other
|
|||
Debt Instrument [Line Items] | |||
Long-term Debt | $ 10.7 | $ 5.5 | $ 7.1 |
Summary of Activities Related to Liabilities Associated with Restructuring and Other Charges (Detail) (USD $)
In Millions, unless otherwise specified |
3 Months Ended |
---|---|
Dec. 29, 2012
|
|
Restructuring Cost and Reserve [Line Items] | |
Amounts reserved for restructuring and other charges at September 30, 2011 | $ 10.2 |
Restructuring and other charges | 0 |
Payments and other | (3.1) |
Amounts reserved for restructuring and other charges at March 31, 2012 | $ 7.1 |
Fair Values of Company's Derivative Instruments (Detail) (USD $)
In Millions, unless otherwise specified |
Dec. 29, 2012
|
Sep. 30, 2012
|
Dec. 31, 2011
|
---|---|---|---|
Derivatives, Fair Value [Line Items] | |||
Total derivatives instruments | $ (29.2) | $ (27.8) | $ (26.7) |
DERIVATIVES DESIGNATED AS HEDGING INSTRUMENTS
|
|||
Derivatives, Fair Value [Line Items] | |||
Total derivatives instruments | (29.7) | (27.8) | (29.4) |
DERIVATIVES DESIGNATED AS HEDGING INSTRUMENTS | Interest Rate Swap [Member] | Other current liabilities
|
|||
Derivatives, Fair Value [Line Items] | |||
Derivative liability | (8.2) | (8.2) | (8.4) |
DERIVATIVES DESIGNATED AS HEDGING INSTRUMENTS | Interest Rate Swap [Member] | Other Liabilities
|
|||
Derivatives, Fair Value [Line Items] | |||
Derivative liability | (20.9) | (20.6) | (18.9) |
DERIVATIVES DESIGNATED AS HEDGING INSTRUMENTS | Commodity hedging instruments | Prepaid Expenses And Other Current Assets [Member]
|
|||
Derivatives, Fair Value [Line Items] | |||
Derivative asset | 0.1 | 1.0 | 0 |
DERIVATIVES DESIGNATED AS HEDGING INSTRUMENTS | Commodity hedging instruments | Other current liabilities
|
|||
Derivatives, Fair Value [Line Items] | |||
Derivative liability | (0.7) | 0 | (2.1) |
DERIVATIVES NOT DESIGNATED AS HEDGING INSTRUMENTS
|
|||
Derivatives, Fair Value [Line Items] | |||
Total derivatives instruments | 0.5 | 0 | 2.7 |
DERIVATIVES NOT DESIGNATED AS HEDGING INSTRUMENTS | Commodity hedging instruments | Prepaid Expenses And Other Current Assets [Member]
|
|||
Derivatives, Fair Value [Line Items] | |||
Derivative asset | 0.2 | 1.0 | 0 |
DERIVATIVES NOT DESIGNATED AS HEDGING INSTRUMENTS | Commodity hedging instruments | Other current liabilities
|
|||
Derivatives, Fair Value [Line Items] | |||
Derivative liability | 0 | 0 | (0.2) |
DERIVATIVES NOT DESIGNATED AS HEDGING INSTRUMENTS | Foreign currency swap contracts | Prepaid Expenses And Other Current Assets [Member]
|
|||
Derivatives, Fair Value [Line Items] | |||
Derivative Asset, Fair Value, Net | 0.3 | 3.5 | |
Derivative asset | 0.8 | 0 | 3.5 |
DERIVATIVES NOT DESIGNATED AS HEDGING INSTRUMENTS | Foreign currency swap contracts | Other current liabilities
|
|||
Derivatives, Fair Value [Line Items] | |||
Derivative liability | $ (0.5) | $ (1.0) | $ (0.6) |
Total Share-Based Compensation Recognized (Detail) (USD $)
In Millions, unless otherwise specified |
3 Months Ended | |
---|---|---|
Dec. 29, 2012
|
Dec. 31, 2011
|
|
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation | $ 1.9 | $ 1.6 |
ACQUISITIONS
|
3 Months Ended |
---|---|
Dec. 29, 2012
|
|
Business Combinations [Abstract] | |
ACQUISITIONS | ACQUISITIONS During the three months ended December 29, 2012, Scotts LawnService® completed the acquisition of two franchisee businesses that individually and in the aggregate were not significant. The aggregate purchase price of these acquisitions was $7.2 million. The condensed consolidated financial statements include the results of operations from these business combinations from the date of each acquisition. |