The Scotts Miracle-Gro Company (SMG)
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AGM 2012

Jan 19, 2012

Jim Hagedorn
CEO and Chairman, The ScottsMiracle-Gro Company

Good morning, everyone. Welcome to The Annual Meeting Of T he Shareholders of The ScottsMiracle-Gro Company. I'm Jim Hagedorn, the Chief Executive Officer and Chairman of the Board. Before we begin the formal portion of this meeting, I'd like to introduce other members of our Board of Directors who are here with us today. If you guys could please stand and remain standing until the last person is called. Alan Berry, Joe Flannery, Adam Hanft, Steve Johnson, Jerry Juergensen, Tom Kelly, Carl Court, our Lead Director, Kate Hagedorn Littlefield, Nancy Mistretta, Stephanie Schern, and John Shiely. Alan, Tom, Carl, and John are standing for reelection at this board meeting. Next, I'd like to introduce all the members of the leadership team at ScottsMiracle-Gro, a group that plays a vital role in the success of your company.

Barry Sanders, President and Chief Operator , Vincent Brockman, Executive Vice President, General Counsel, Corporate Secretary, and Chief Ethics and Compliance Officer. Dave Evans, Chief Financial Officer, Executive Vice President of Strategy and Business Development. Jim Lyski, Executive Vice President, Chief Marketing Officer. Denise Stump, Executive Vice President, Global Human Resources. Just a few more introductions to make before we move on. First, I'd like to introduce Bill Marsh from IVS Associates, who will serve as our Inspector of Elections. I'd also like to recognize some special guests from our outside legal and accounting firms. Steve Patterson of Hunt & Williams, would you please stand and be recognized? Also in attendance are John McEwan and Chris Wisecup from Deloitte & Touche LLP. Please stand and be recognized. Thanks for all your attendance.

In addition, John, on behalf of Deloitte, will be available to answer any questions regarding the company's financial statements. With that, the business portion of the meeting will now please come to order. Vince Brockman, our General Counsel and Corporate Secretary, will assume the chair to conduct the business as outlined in the proxy statement.

Vince Brockman
EVP, General Counsel, Corporate Secretary, Chief Ethics and Compliance Officer, The ScottsMiracle-Gro Company

Thank you, Jim. I would like to add my welcome to the annual meeting. This is the more formal part of our meeting where we address the matters which were set forth in the proxy statement sent to our shareholders. When we have finished, I'll turn the podium back over to Jim to discuss results of business operations and other matters related to our recently completed fiscal year. During the course of our discussions this morning, we may make forward-looking statements regarding the company's future performance. I want to remind everyone that actual events and results could differ materially from what we discuss based on a variety of risk factors. We encourage investors to familiarize themselves with these risk factors, which are spelled out in detail in our Form 10-K, which is filed with the SEC.

In addition, copies of the company's 2011 annual report are available now and after the meeting. We can now proceed with the business of our meeting. First, with regard to last year's annual shareholders' meeting, I would like the record to reflect that minutes of that meeting have been filed with the records of the company. Next, I would like to recognize our Senior Vice President of Investor Relations and Corporate Affairs, Jim King.

Jim King
SVP of Investor Relations and Corporate Affairs, The ScottsMiracle-Gro Company

Thank you, Vince. I would like to present the affidavit of Broadridge Financial Solutions, pursuant to which Broadridge has confirmed that the notice of this meeting, the proxy statement, the form of the proxy, and the 2011 annual report were timely mailed to the shareholders of the company.

Vince Brockman
EVP, General Counsel, Corporate Secretary, Chief Ethics and Compliance Officer, The ScottsMiracle-Gro Company

Thanks, Jim. The affidavit and proxy materials are directed to be filed with the records of the company.

Jim King
SVP of Investor Relations and Corporate Affairs, The ScottsMiracle-Gro Company

Vince, I would also like to present a list of the shareholders of the company's common shares as of the close of business on November 28, 2011, the record date for this meeting.

Vince Brockman
EVP, General Counsel, Corporate Secretary, Chief Ethics and Compliance Officer, The ScottsMiracle-Gro Company

Thank you. The list of shareholders is directed to be filed with the records of the company. Next, I'd like to offer the opportunity to any shareholder present who wishes to vote by ballot at this time to please raise his or her hand. Mr. Marsh, please present your report regarding the number of common shares present at today's meeting.

Bill Marsh
Inspector of Elections, The ScottsMiracle-Gro Company

Mr. Brockman, the minimum of 56,560,521, where an excess of 92% of the common shares are present in person or by proxy.

Vince Brockman
EVP, General Counsel, Corporate Secretary, Chief Ethics and Compliance Officer, The ScottsMiracle-Gro Company

Thank you, Mr. Marsh. The proxy substitutions and the proxies and ballots presented to the meeting are hereby ordered to be filed with the records of the company. According to Mr. Marsh's report, a quorum is present so that business may be properly conducted. As set forth in the proxy, the business of this meeting includes four proposals. Proposal number one is to elect four directors, each for a three-year term to expire at the annual shareholders' meeting to be held in the year 2015. Proposal number two is to conduct an advisory vote on the compensation of the company's named officers. Proposal number three is to conduct an advisory vote on the frequency with which future advisory votes on executive compensation will occur.

Proposal number four is to ratify the audit committee's selection of Deloitte & Touche as the company's independent registered public accounting firm for the fiscal year ending September 30th, 2012. Proceeding to proposal number one, I recognize Denise Stump, Executive Vice President, Global Human Resources, for the purpose of nominating the four directors.

Denise Stump
EVP and Global Human Resources, The ScottsMiracle-Gro Company

Thank you, Vince. I hereby move that the following persons be elected as directors of the company, each to hold office until the annual meeting of shareholders to be held in the year 2015 and until their successors are duly elected and qualified, or until their earlier death, resignation, or removal. Alan Berry, Tom Kelly, Carl Court, and John Shiely.

Vince Brockman
EVP, General Counsel, Corporate Secretary, Chief Ethics and Compliance Officer, The ScottsMiracle-Gro Company

Is there a second to the motion?

Jim King
SVP of Investor Relations and Corporate Affairs, The ScottsMiracle-Gro Company

I second the motion and move that voting for the election of directors be closed.

Vince Brockman
EVP, General Counsel, Corporate Secretary, Chief Ethics and Compliance Officer, The ScottsMiracle-Gro Company

Is there a second to the motion to close the voting?

Denise Stump
EVP and Global Human Resources, The ScottsMiracle-Gro Company

Vince, I second the motion.

Vince Brockman
EVP, General Counsel, Corporate Secretary, Chief Ethics and Compliance Officer, The ScottsMiracle-Gro Company

Voting for the election of directors is hereby closed. As a person appointed as an official proxy, I report that I have voted in accordance with the proxies received from shareholders. Mr. Marsh, may I have your report of the vote regarding the election of the four directors?

Bill Marsh
Inspector of Elections, The ScottsMiracle-Gro Company

Mr. Brockman, I report that each of the four nominees for election as a director received not less than 53,424,728 votes.

Vince Brockman
EVP, General Counsel, Corporate Secretary, Chief Ethics and Compliance Officer, The ScottsMiracle-Gro Company

I hereby declare that Alan Berry, Tom Kelly, Carl Court, and John Shiely have been duly reelected as directors of the company. The meeting will now proceed to consideration of proposal number two. I recognize Denise Stump for the purpose of presenting the proposal.

Denise Stump
EVP and Global Human Resources, The ScottsMiracle-Gro Company

I hereby move that the compensation of the company's named executive officers be approved.

Vince Brockman
EVP, General Counsel, Corporate Secretary, Chief Ethics and Compliance Officer, The ScottsMiracle-Gro Company

Is there a second to the motion?

Jim King
SVP of Investor Relations and Corporate Affairs, The ScottsMiracle-Gro Company

I second the motion, and further move that voting on proposal number two be closed.

Vince Brockman
EVP, General Counsel, Corporate Secretary, Chief Ethics and Compliance Officer, The ScottsMiracle-Gro Company

Is there a second to the motion to close the voting?

Denise Stump
EVP and Global Human Resources, The ScottsMiracle-Gro Company

Vince, I second the motion.

Vince Brockman
EVP, General Counsel, Corporate Secretary, Chief Ethics and Compliance Officer, The ScottsMiracle-Gro Company

Voting on proposal number two is hereby closed. As a person appointed as an official proxy, I report that I have voted in accordance with the proxies received from shareholders. Mr. Marsh, may I have your report of the advisory vote regarding the compensation of the company's named executive officers?

Bill Marsh
Inspector of Elections, The ScottsMiracle-Gro Company

Mr. Brockman, I report that not less than 50,838,009 shares were voted in favor of the compensation of the company's named executive officers.

Vince Brockman
EVP, General Counsel, Corporate Secretary, Chief Ethics and Compliance Officer, The ScottsMiracle-Gro Company

I hereby declare that the compensation of the company's named executive officers has been approved on an advisory basis. The meeting will now proceed to consideration of proposal number three. I recognize Denise Stump for the purpose of presenting the proposal.

Denise Stump
EVP and Global Human Resources, The ScottsMiracle-Gro Company

I hereby move that future advisory votes on executive compensation occur every one year.

Vince Brockman
EVP, General Counsel, Corporate Secretary, Chief Ethics and Compliance Officer, The ScottsMiracle-Gro Company

Is there a second to the motion?

Jim King
SVP of Investor Relations and Corporate Affairs, The ScottsMiracle-Gro Company

Yes, I second that motion, and further move the voting on proposal number three be closed.

Vince Brockman
EVP, General Counsel, Corporate Secretary, Chief Ethics and Compliance Officer, The ScottsMiracle-Gro Company

Is there a second to the motion to close the voting?

Denise Stump
EVP and Global Human Resources, The ScottsMiracle-Gro Company

I second the motion.

Vince Brockman
EVP, General Counsel, Corporate Secretary, Chief Ethics and Compliance Officer, The ScottsMiracle-Gro Company

Voting on proposal number three is hereby closed. As a person appointed as an official proxy, I report that I have voted in accordance with the proxies received from shareholders. Mr. Marsh, may I have your report of the vote regarding the preferred frequency of future advisory votes on executive compensation?

Bill Marsh
Inspector of Elections, The ScottsMiracle-Gro Company

Mr. Brockman, I report that the option of every one year as the preferred frequency of future advisory votes on executive compensation received not less than 52,239,467 advisory votes.

Vince Brockman
EVP, General Counsel, Corporate Secretary, Chief Ethics and Compliance Officer, The ScottsMiracle-Gro Company

I hereby declare that every one year is the preferred frequency of future advisory votes on executive compensation. The meeting will now proceed to consideration of proposal number four. I recognize Dave Evans, Chief Financial Officer and Executive Vice President, Strategy and Business Development, for the purpose of presenting the proposal.

Dave Evans
CFO and EVP of Strategy and Business Development, The ScottsMiracle-Gro Company

Thank you, Vince. I hereby move that the Audit Committee's selection of Deloitte & Touche as the company's independent registered public accounting firm for the fiscal year ending September 30, 2012, be ratified.

Vince Brockman
EVP, General Counsel, Corporate Secretary, Chief Ethics and Compliance Officer, The ScottsMiracle-Gro Company

Is there a second to the motion?

Jim King
SVP of Investor Relations and Corporate Affairs, The ScottsMiracle-Gro Company

I second the motion and move that voting on proposal number four be closed.

Vince Brockman
EVP, General Counsel, Corporate Secretary, Chief Ethics and Compliance Officer, The ScottsMiracle-Gro Company

Is there a second to the motion to close the voting?

Dave Evans
CFO and EVP of Strategy and Business Development, The ScottsMiracle-Gro Company

I second the motion.

Vince Brockman
EVP, General Counsel, Corporate Secretary, Chief Ethics and Compliance Officer, The ScottsMiracle-Gro Company

Voting on proposal number four is hereby closed. As a person appointed as an official proxy, I report that I have voted in accordance with the proxies received from shareholders. Mr. Marsh, may I have your report regarding the ratification of the Audit Committee's selection of Deloitte & Touche as the company's independent registered public accounting firm?

Bill Marsh
Inspector of Elections, The ScottsMiracle-Gro Company

Mr. Brockman, I report that the ratification of the Audit Committee's selection of Deloitte & Touche LLP as the company's independent registered public accounting firm for the fiscal year ending September 30, 2012, received not less than 56,362,752 votes.

Vince Brockman
EVP, General Counsel, Corporate Secretary, Chief Ethics and Compliance Officer, The ScottsMiracle-Gro Company

I hereby declare that the Audit Committee's selection of Deloitte & Touche as the company's independent registered public accounting firm for the fiscal year ending September 30, 2012, has been ratified. Mr. Chairman, this concludes the formal portion of our meeting.

Jim Hagedorn
CEO and Chairman, The ScottsMiracle-Gro Company

Thanks, Vince. For the next few minutes, we'll be a little less formal. Based on kind of a practice I've gotten into, because I think I sound better and look better, we've kind of recorded the state of the business as a video. After we're done with that, we'll proceed to a Q&A and answer anybody's questions that they may have. That'll be the end of the annual meeting. If we could show the video, that'd be awesome. Then we'll talk if you guys want.

Everyone, and welcome to our annual meeting of shareholders. I want to start this morning by thanking you for being here and for your support. I also want to thank you for continuing to give me and the entire management team the privilege of directing this company, your company. Our team brings a lot of passion to this business every day, hopefully the same level of passion that gardeners bring to our category. As the Chairman and CEO, I'm proud that ScottsMiracle-Gro continues to evolve as one of the best consumer products companies in the world. All of us here are privileged to be stewards of the best brands in the lawn and garden industry and some of the best brands in any category.

Moreover, we're part of an industry that is unlike any other, an industry that truly enables consumers to take their little corner of the earth and express themselves however they would like. There's no doubt we have a long way to go to meet our full potential. Fiscal 2011 reminded us that we aren't immune to issues like the weather, commodity costs, and macroeconomic trends. Both sales and profits declined last year due to the challenges in the U.S. consumer business. We were pleased with the strong performance of our international consumer businesses, as well as Scotts Lawn Service. While disappointing, we don't see this as a long-term trend. In fact, I'm optimistic as we look into next year. We have great new products coming to the market and a new advertising campaign, which I'll elaborate on in a few minutes.

If we can combine those facts with a relatively normal weather year, we expect our overall sales growth to exceed 6% in 2012, this time led by the U.S. consumer business. Back to 2011 for a moment. The story of our year goes way beyond just looking at the numbers. Frankly, the progress we made since last year's shareholders' meeting has been significant, and it keeps us on a clear path to success. Over the past year, we've gained new insights that allowed us to make refinements to our regionalization efforts. We've made dramatic changes to the leadership of our marketing organization. We've launched a new strategic planning and business development team. We restructured our debt to fund the long-term needs of the business. We've streamlined our management ranks, and we've completed the sale of our global professional business.

In fact, entering fiscal 2012, and for the first time in decades, our company is exclusively focused on consumer-facing businesses. What does that mean for our future? What is it we're trying to achieve? The past 12 months have been a reflective time for all of us here, myself included. The challenges we faced in fiscal 2011 caused us to take a look at our company in a different light, frankly, a more critical light. That evaluation has taught us a lot. Are we making progress against our overall strategy to transform ourselves from a retail-centric company to a consumer-centric company? Yes, we're making progress. If we're being honest, we're not making this change swiftly or decisively enough. Therefore, you'll see bold changes in the year ahead.

Our long-term success, especially in the U.S., will be determined by our ability to grow the lawn and garden category and then capture the majority of that growth. Doing so means we need a keen awareness of the environment around us. When I became CEO in 2001, we hardly ever spoke about commodity prices. Over the last five to seven years, they have had a bigger and bigger impact on our business. Over that period of time, we took an aggressive stance to increase prices in order to cover commodity costs. This allowed us to continue growing the business while also enhancing our margins. It also resulted in dramatic price increases to consumers. That, in part, has led to fewer units being sold, especially in our lawn fertilizer business.

If we're going to grow our category over the long- term, we can't get there by taking steps that result in unit volume declines. This year, we've decided to forego price increases. Will it impact our margins in 2012? Yes. Am I happy about it? No. I do think it's the right step for our business and for our consumers, without a doubt. We're making another bold move in 2012 that I want to explain. We're increasing our advertising spending by $40 million, increasing our working media investment in the U.S. by about 50%. When we launched our regionalization efforts, we shifted away from a national advertising strategy and became more focused on local spending. The argument was that it allowed us to advertise the right products at the right time in the right markets. Given the geographic differences in our business, this is the right approach.

As that occurred, however, we began supporting more and more products without significantly increasing our media spend. In fact, because spending locally is less efficient than spending nationally, our advertising investment became too diffused and less impactful. We are making a step change in fiscal 2012 and setting a new benchmark for our advertising investment. Do I expect this investment to help drive sales this year? I do. We are not obsessed with seeing a dollar-for-dollar return on this investment in the near term. As I said at the outset, we have some of the best brands in the world, and this change is ultimately designed to enhance the equity of those brands with the consumer. That will happen not only by investing more heavily, but also changing our message to the consumer. This spring, both our Scotts and Miracle-Gro brands will be supported by completely new advertising campaigns.

While we continue to support individual products in each commercial, we will do so with a consistent approach and a message that creates a halo effect for the brand. I believe this is some of the best creative work we've ever done, and I'm confident it will impact our business, not just in 2012, but over the longer term as well. Since we are still quite a few weeks away from the launch of the campaign, I do not want to show the spots here today. We will debut them publicly a month from now when we meet with our investors at our Analyst Day in New York. There is another important lesson that we are putting to work in 2012. This is one that I believe is the most important.

The past season was probably the most challenging I can recall, and I have been around this industry my entire life. The challenges helped me realize that our organization would benefit greatly by a clearer articulation of our vision, our mission, and those things I believe are critical to living up to those statements. Let me be clear. Nothing about our strategies changed. To better articulate our vision and mission, I have sought input from every level of our organization. I have met with small groups of associates and given speeches to large groups as well. Along the way, I shared some initial thoughts and also got some important feedback. I am sharing the outcome of that process for the first time today.

I want to start by talking about brands. I have said several times already in this message that we have some of the best brands in the world, and I believe that. What is a brand anyway? Is it a product, a name, a logo? Given all the changes we're making to our advertising in 2012, you might ask, is it based on advertising? I don't think it's any of those. To me, the foundation of all great brands lies in a simple concept, a promise. That promise has to go beyond a product, a name, a logo, or a slogan. What is our promise? It's not to make the world's best fertilizer or plant food. It's not to have the best active ingredients in our controlled products. No. Although we do bring superior value-added products to the marketplace, our promise is much deeper than that.

We promise consumers that we will help them create and enjoy outdoor space where they can celebrate with their friends and family, play tag with their kids, fetch with their dog, and grow beautiful and plentiful gardens. If that's our promise, then to me, our vision statement is this: to enable people of all ages to express themselves on their piece of the earth. We shouldn't care if someone's garden is a showcase in a wealthy suburb or consists of a single potted plant on the balcony of a high rise in the city. We shouldn't care if a consumer wants a perfectly manicured lawn or is willing to live with a few weeds here and there. We shouldn't care whether our consumer has decades of experience in the garden or is a six-year-old planting a seed for the first time.

All of those people are gardeners, and all of them are our consumers. The fact that I'm sharing this message at an annual meeting of shareholders highlights the fact that our mission is broader than delivering on this promise. We have a wide variety of stakeholders, and we have obligations to all of them. It is in that context I've developed the following mission statement. ScottsMiracle-Gro is committed to helping consumers around the world by providing them with innovative solutions to create beautiful and healthy lawns and gardens. We will be responsible stewards of our planet. We will provide a dynamic workplace for our associates to succeed and grow in their careers. In return, we will be rewarded with an improved market presence and profitable growth that enhances shareholder value. Vision and mission statements like these can be critical to a company's success.

They can also cause confusion if not put in the proper context. They beg answers to a simple yet important question: will our company's performance be measured by these statements? The answer is yes. Let me explain. As I've already said, our business is going through significant and exciting changes. While those changes are neither quick nor easy, I'm confident they'll be successful. In my view, how we succeed is as important as that we succeed. To that end, and in support of our vision and mission statements, I've also established these 10 core convictions that I believe will provide a roadmap for our success. We must do the following. First, possess a deep understanding of our consumer and instill a love of gardening in every generation. Second, be stewards of our brands. They are the core of our business.

Third, provide consumers with innovative and sustainable products that make gardening easier, more accessible, and more enjoyable. Fourth, invest heavily in advertising because we know it works. Fifth, out innovate, out market, outsell, and outperform the competition. Sixth, be the lowest cost manufacturer in our industry. Seventh, develop confident and decisive leaders. Eighth, truly understand the facts of our business. Ninth, nurture effective long-term partnerships with our retailers with strong service and products, including private label. Tenth, recognize that every associate, every job is important to our success. It's not by accident the first four of these convictions focus on the consumer. While I consider all 10 important, I believe that ScottsMiracle-Gro will never reach its potential if we forget that we ultimately work for our consumer. For generations, they've trusted us because we have delivered on the promise I outlined earlier.

Now, more than ever, it's essential that we build upon that trust. Why? The landscape is littered with companies that lost their way because they compromised on quality, overpriced their products, failed to innovate, reduced their investment in advertising, and took their consumers for granted. If we stay true to these convictions, our shareholders can be confident that our century-long relationship with consumers will grow even stronger. That strength will make us an even more important supplier to our key retailers. By staying true to these convictions, you should also be confident that we can continue to grow the lawn and garden category and drive shareholder value. Personal accountability has to be a part of the equation if we're to succeed at delivering on our vision, our mission, and our core convictions.

It's not up to me to set the goals for each department, each leader, and each member of our team. However, I do believe I can and should outline the core attributes I believe should be part of everything we do. These attributes suggest three important questions. First, how we act. Nothing to me is more integral to our success than passion. Enthusiasm for our business must be contagious. I also want us to be respectful, not only of each other, but of our consumers, our shareholders, and other stakeholders. Of course, we must be ethical in everything we do. A second question, who we are. We have and will enhance a corporate culture that is accountable, empowered, collaborative, and flexible. I'm proud to say that I believe we hold true to these values every day, but it's important that we look for ways to continue improving.

The final question, how we grow? We cannot thrive by operating in a vacuum, so diversity is critical. When we talk about diversity here, it goes well beyond the issues of race, gender, or affiliations. Those are critically important. I also want to foster a diversity of thought. What does that mean? It means we need to challenge the norm or the status quo. That's why being innovative is so important to our growth. Innovation goes well beyond what we do with our products. Although we have benefited from having a world-class R&D team, we see innovation all around us. It's found in the work of our marketing team, which is finding new ways to interact with today's consumers. It's found in our HR team, which is finding new ways to help our associates grow.

It's found in our legal team, which is taking a new and creative approach to compliance programs and dealing with both internal and external issues. It's even found in our outreach efforts. With increased frequency, we are improving our dialogue with key outside stakeholders. For example, our dialogue with environmental groups is stronger than ever, and hopefully will improve even further when we publish a robust sustainability report this spring. Our first ever that's designed around GRI guidelines. Our innovative outreach efforts are also evident in a partnership announcement we're making today with the U.S. Conference of Mayors. This supports our Grow 1000 initiative, a multi-year commitment to create 1,000 community gardens across America. Being innovative is in perfect harmony with the final attribute that will help drive our success, being entrepreneurial. That brings me back to where I started this discussion.

There is no doubt that ScottsMiracle-Gro has become one of the world's best consumer products companies. There is no doubt in my mind that we've only scratched the surface. We got here and will continue to succeed because of our entrepreneurial spirit. Think about the leaders who helped guide us here: Owen Scott, his son Dwight, Otto Stern, and my father Horace, who founded Miracle-Gro. All of them succeeded because they focused on what can be done and did not worry about what cannot be done. All of them succeeded because they were not afraid to fail. If even one of them had taken a different approach, there is a real possibility that none of us would be assembled here today. While I've shared with you my vision for the company, it is not really so different from what those who preceded me had to say.

Horace told us, "Respect the gardener, for she is a trusted friend." My direct predecessor and mentor, Chuck Berger, reminded us that our brands were some of the foremost in the world, and he told us to respect them, to think of them like a lighthouse or a beacon on the horizon. Long before I arrived on the scene, Chid Mills, who was named our CEO in 1948, defined our mission as making a significant contribution to beautifying America. His successor, Paul Williams, who served from 1956 to 1967, put his own spin on our mission when he said, and I quote, "In order to maintain our leadership position, our focus on the consumer must be outstanding. Neither yesterday's performance nor today's is good enough." For nearly 145 years, we've made our home in Marysville, Ohio. A lot about our company has changed during that period of time.

In fact, I doubt my predecessors would recognize our business today. One thing has not changed, and hopefully never will. That is the vision and mission that has stood the test of time. It is my hope that the next generation of leaders will look back on what we did here and be pleased. I hope they will agree that they must continue to deliver on the promise of our brands, and a vision that enables people of all ages to express themselves in their own little piece of the earth. It is my honor to be chief steward of this great company. I want to thank our shareholders and our Board of Directors for their continued support. I want to thank you for listening. Damn. I thought that was pretty good. What do you think? I thought it was good. All right. No, it's hard work. Listen, man.

You know that's weeks of work too. My younger brother, Rob. Thank you, Rob. I'm glad that I'm finally getting it. It's probably been a bad time. I'm sure the Board feels that way. Does anybody have any questions about what we talked about or any other questions? Thanks, Rob.

Nope. The ideas for innovation sometimes come from unexpected places. They're mavericks, and sometimes it's not from the R&D department. If somebody comes up with a really big idea, how can they get adequately rewarded? Like 3M, I don't know if they don't give them the patent on the Post-it Note, but somehow they make it so they can write their own ticket at work or something.

It's a good question. When you go down to R&D, R&D, maybe this is my fantasy of what sort of R&D life is like. My view is that we've got some really excellent folks across history in R&D and really around the world working in our research group. Everyone is like a racehorse and wants to race and wants to win a race. It seems to me that within a career in R&D, there's sort of two or three or maybe more major projects and successes. When I go across the street and I have monthly walk-arounds with R&D, and you're talking to a young PhD who's really pleased with some of the new innovation and projects that are going to take this company to the next level, you really see all the pride. I think it starts right there, Rob.

I think the trick is sort of paying people fairly and allowing kind of the sun to shine on them when they have a success. Little things like their name goes on a patent. I think these are really actually the internal things that make people feel really good that are in the sort of that really own the idea of taking something that's just some crazy idea and taking it to a point where the management team's going over and looking at it. The marketing team's got a plan to launch the products. I've told this to Lyski before, which is some of the best advocates for product innovation are the people who develop the product. The people, I'm pushing to see if we can include some of those people in our advertising so that you have these people who just completely go back to this issue of passion.

They're really passionate. They've spent five, six years working on this project. It's ready to be launched. Who's the best person to say, tell me about it? What does it do? What's so special about it? It's the person who developed it. I think that's the big reward. I generally, I think people who become heroes in R&D have longer careers than people who are not productive. I think that they do get a lot of pats on the back. Barry, would you add anything to what comes with success within the development process?

Barry Sanders
President and COO, The ScottsMiracle-Gro Company

Probably a big thing, Jim, is how we're reorganizing our company. I think R&D is doing a much better job. What we're also trying to do with regionalization is collect ideas from people all over the world. Whether it's an idea from Florida or an idea from China, we take those ideas and not only bring them into the company where they're at, but take those ideas and leverage them on a global basis. We're really opening it up. I would say 10 years ago, we were very insular to ideas. It was not invented here. The concept of regionalization, decentralization, and Jim, one of your core convictions of every job matters, that anybody in the company can bring us ideas and we take advantage of those ideas. It's a big shift on where we're going and where we collect ideas from.

Jim Hagedorn
CEO and Chairman, The ScottsMiracle-Gro Company

I think we're a small enough company that cool ideas filter all the way up to upstairs. Therefore, we're not so big that people don't say, you know where that idea came from, right? It was like, you know, out in the field or some awesome person across the street. Okay. Any other questions? Come on. Yes, sir.

This may or may not be pertinent, but I've heard that Monsanto is developing genetically modified vegetables. Does that impact you? What is your relationship with Monsanto? Can you talk about those things?

You bet. I'll mostly talk about us, maybe a little bit just about what I know. I've got a pretty good relationship with you, Grant, who's the CEO over there. Our relationship with Monsanto is important. We market globally to consumers their Roundup business, and that's been a terrific relationship for both Scotts and for Monsanto. It was a product that was coming off patents, I don't know, almost a decade ago. I think Monsanto was really concerned volumes would drop off. The business is just a very robust and powerful business for us and very important to this company as well as Monsanto. Last I heard, I think we were making more money on consumer Roundup than Ag Roundup was making, which is a big deal. Biotechnology is a very interesting area.

In the context of my brother Rob's question of innovation, there's a lot of innovation that can happen in plants. To some extent, we're in the plant business, in the garden business. Conventional breeding can take you so far. There are certain things that at least probably in our generation, your kids' generation, can't be done through conventional breeding and positively could happen through biotechnology. As you know, we talked probably a decade ago a lot about a partnership we had with Monsanto in regard to biotech grass. We submitted an application to USDA to deregulate Roundup-ready grass. This would be grass that's just like any other grass, except you could put Roundup on it, a very benign active ingredient, and keep it clean. I now own a home in Florida.

Keeping grass sort of free of other bad grasses that affect the appearance is very difficult to do, and there's no real good chemistry today for that. Biotechnology offers an opportunity. The product we're talking about was a professional golf course product. We have no idea when that will ever be approved, if ever. The government is not making it simple to deregulate a product. It's just frustrating for me as a leader of this company where the genetic traits that's installed in that grass is something you're eating every day, with Roundup-ready corn and soy. This is the majority of those acres planted in America on the ag side, which goes into the food supply. I think it's clearly not a safety issue.

Because of the, I think, regulatory issues regarding new applications for deregulation, which is what they've called, and that my understanding of what Monsanto is doing is I'm sure they're working on, you know, sort of agricultural vegetables to, you know, keep them fresher, to enhance the flavor, to enhance the nutrition. I think what I've heard from Monsanto is they're doing a lot of, you know, sort of conventional sort of vector, is what they'd call it, I think. Their breeding is a very efficient sort of conventional breeding that's not biotechnology, that doesn't require a deregulation petition, and all the issues that go along in today's world politically, I think, maybe and morally with biotechnology. My understanding is that there's a lot of work going on in enhancing a lot of vegetable plants.

I'm sure some of that is biotech, but I think generally, Monsanto would be pleased if they could get their technology in without using biotechnology. I think they're making some success there. If there was an opportunity to sell some of these enhanced plants, at the end of the day, I think the future for our business and the future of our marketing will go toward this idea. I view Martha Stewart as really one of the real early innovators on bringing home life, the kitchen, being a woman, gardening, family, all together, and, you know, sort of to the kitchen table, where you can combine really the joy of what you do when you garden and the output of it, and it comes to your kitchen table or into your kitchen.

I think if we can be part of that, and if you just look at the success of sort of cooking shows and sort of home shows today, I think that this very much is the future. My, you know, advice to Jim, and I think we share this, is that if we can make that connection where we're a part of that pleasure in family, that I think that's really positive for our business. If any of the innovators in sort of plant life were bringing products that could be easily marketed where the consumer, where it was really obvious that this was a better tomato, more disease-resistant, had better flavor, produced more output, and it was safe, we would want to be involved in that. I don't know if that was a long answer to a question. I'm sorry. I'm really looking to the people who aren't wearing suits and ties and welcome to our place. Anybody have any questions or comments? You're more than welcome, sir. Let's get the stock price up too.

People have bucket lists, and one of mine was to attend a National Company Annual Meeting. Since I live in Delaware, Scotts seemed like a logical company to buy, and I'm very pleased that I bought them, and I'm here to cross off one of my bucket lists.

That's an easy one. I hope you have a lot more stuff on your list. Sitting in the back of me. Okay. Anybody else with a tie or a dress on? Look, I just want to sort of end the meeting with the sort of dedication that at least I personally feel, and I think the management team feels toward this business. 2011, you know, it was a tough year. I look at that year now as that it sort of paid a dividend as well in that it, you know, if the weather had been better, I don't think we would have been as reflective about things we could improve. The struggle of last year and the weather and commodity prices forced us to look at what we're doing.

I think what we saw, it offered us an opportunity to improve some things and to sort of focus and create this roadmap, which is really the subject of what I talked about in my talk. I think this is, so 2011, I think we can look back on and say it was a very important year in driving this company to the next level. We take it really seriously. We're a very committed group to make this company a better company than it looked like in 2011. I want to thank everybody for their support and basically say it's on my bucket list to get the stock to beyond $60, which is where it should be based on the terrific opportunities and the terrific sort of category that we play in. Thank you very much. Thank you everyone for coming.

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