By Corporate Watch UK
Completed September 2003

2. Who, where, how much?

a) Structure/Ownership

Scotts is a publicly traded company. The company's operations are divided into four business segments: North American Consumer, Scotts LawnService, International Consumer and Global Professional (see Products/Projects)
World Headquarters¹⁷

14111 Scottslawn Road Marysville Ohio 43041 (937) 644-0011
Freephone number in the US: 1-888-270-3714 Consumer website: www.scotts.com Investor website: www.smgnyse.com

Other Addresses
A list of some of the company's UK facilities can be found on the Peat Alert website at: www.peatalert.org.uk/scotts/scottsintheuk.htm , and details of some of the company's worldwide offices and stockists are available at: www.peatalert.org.uk/scotts/scottsworld.htm .

In the US Scotts has peat extraction works in Monteverde in Lake County, Florida; Morrison in Whiteside County, Illinois; Nobelsville in Hamilton County, Indiana; and Imlay City in Lapeer County, Michigan.¹⁸

Financial Data

The company's net sales in 2002 were $1.76 billion. The company's North American Consumer sector accounted for 70% of sales ($1.25 billion) Scotts Lawn Service 5% ($75.6 million), International Consumer 15% ($249 million) and Global Professional 10% ($181.2 million). The company's net income was $82.5 million.¹⁹
Number of employees 3,411 at the last reported count.²⁰

Management team
James Hagedorn (47)
Chairman of the Board (since 2003) and Chief Executive Officer (since 2001), in 2002 Scotts paid Hagedorn a cool $1.2 million.²¹ Hagedorn joined Scotts as Senior Vice President, Consumer Gardens Group, when the company merged with Stern’s Miracle-Gro Products, Inc. In 1995. Hagedorn became Executive Vice President, U.S. Business Groups in 1996 and was elected President, Scotts North America in 1998.

Hagedorn is a graduate of The Harvard Business School’s Advanced Management Program and holds a degree in Aeronautical Science from Embry Riddle Aeronautical University. He is also an Associate Trustee of the North Shore Hospital in Manhasset, NY and Chairman of the Board of Farms for City Kids Foundation, Inc. in Reading, VT. Mr. Hagedorn also served for seven years as a captain and an F-16 fighter pilot in the United States Air Force.²²

Christopher L. Nagel
Executive Vice President and Chief Financial Officer (since Jan 2003) A certified public accountant, Nagel was chief financial officer of Borden Chemicals and Plastics Limited Partnership prior to joining Scotts. He spent the first 10 years of his career as an auditor with Price Waterhouse.²³

Mike Kelty (52)
Vice Chairman and Executive Vice President of Strategic Planning, Information Services and the Professional Group ²⁴
Michel Farkouh (45) Senior Vice President, International Consumer Division Farkouh joined The Scotts Company in January 1999. Before joining Scotts, Mr. Farkouh had extensive experience at Monsanto. Beginning as Sales Manager, he rose to become Vice President and Worldwide General Manager of the Solaris Group, the former consumer Lawn & Garden unit of Monsanto. He was instrumental in selling the business to Scotts in 1998.²⁵

David Aronowitz (46)
Executive Vice President and General Counsel (since 2001) Before joining Scotts, Aronowitz worked for Insilco Corporation in Dublin, Ohio, where he served as Assistant General Counsel for its subsidiary, Taylor Publishing Company. Before joining Insilco, he was Vice President, General Counsel and Secretary at Grimes Aerospace Company, Columbus, Ohio. He began his career at the New York office of Skadden, Arps, Slate, Meagher and Flom. He received his Bachelor of Arts degree from Haverford College and a Juris Doctorate from The Yale Law School.²⁶

Robert F Bernstock (52)
Executive Vice President, North American Consumer (since May 2003) Before joining Scotts, Bernstock served as Senior Vice President and General Manager of The Dial Company. Before that, he was President and CEO of Vlasic Foods, which was spun-off from the Campbell Soup Company, where he worked for 13 years. Bernstock began his career as an Assistant Product Manager with General Foods Corp. after completing his MBA from Harvard Business School.²⁷

UK Management
The names, addresses and contact details of key personnel in the UK can be found at: www.peatalert.org.uk/scotts/people.htm
Scotts' PR contact in the UK is Paul Hallat – (01483) 410210

Board Of Directors

James Hagedorn -see biography above.

Lynn J. Beasley (44)
Beasley was elected to the board in 2003. She is also president and chief operating officer of RJ Reynolds Tobacco Company.²⁸ Beasley is also a member of the Senior Services Board and the Tanglewood Park Foundation Board.²⁹

Arnold W. Donald (47)
Donald was elected by the Board in October 2000. Since March 2000, he has been Chairman and Chief Executive Officer of the Merisant Company, whose products include the sweetener brands Equal(R) and Canderel(R). From January 1998 to March 2000, he served as Senior Vice President of the Monsanto Company (n/k/a Pharmacia Corporation). From February 1997 to January 1998, he was Co-President of the Agriculture Sector, of Monsanto. Donald also serves as a director of the Crown Cork & Seal Company, Belden, Inc., the Oil-Dri Corporation of America, GenAmerica Financial, and the Carnival Corporation. In 1998, Donald was appointed by President Clinton to serve on the President's Export Council for international trade. He is also a member of the Executive Leadership Council.³⁰
Joseph P. Flannery (70) Flannery has been the President, Chief Executive Officer and Chairman of the Board of Directors of Uniroyal Holding, Inc., since 1986. He is also a director of the Kmart Corporation, the Newmont Mining Corporation and ArvinMeritor Industries, Inc.³¹

Albert E. Harris (70)
Harris is co-founder and the retired President of EDBH, Inc., a privately-held company which develops international optical businesses. Between 1988 and July 1997, he served as either Chairman or President of EDBH, which established a chain of approximately 200 'Vision Express' shops located primarily in the United Kingdom. From 1992 until September 2001, Harris was a trustee of Fifth Third Funds (previously named Fountain Square Funds), a mutual fund family established by The Fifth Third Bank. He also served as the Chairman of that group of funds.³²

Katherine Hagedorn Littlefield (47)
Littlefield has been a director of the Company since July 2000 and is the Chair of the Hagedorn Partnership, a private investment partnership which owns 37% of Scotts' common shares.³³ She is James Hagedorn's sister.³⁴

Karen G. Mills (49)
Mills has been Managing Director and Founder of Solera Capital, a private equity firm based in New York, since 1999. Prior to that, she was President of MMP Group, Inc., an advisory company serving leveraged buy-out firms, company owners and chief executive officers. Mills is currently a director of Arrow Electronics, Inc. (a publicly traded company), Latina Media Ventures and Annie's Homegrown, Inc. (both privately-held companies).³⁵

Patrick J. Norton (52)
Norton was named Executive Vice President and Chief Financial Officer of Scotts in May 2000, having served as interim Chief Financial Officer since February 2000. From 1983 until February 1997, he was the President, Chief Executive Officer and a director of Barefoot Inc., the second largest lawn care company in the United States prior to its acquisition in February 1997 by ServiceMaster. Norton is an independent director for various privately-held companies and partnerships, including Svoboda Collins LLC, In The Swim, Inc. and Baird Capital Partners.³⁶

Stephanie M. Shern (54)
Founder and CEO of Shern Associates, a retail consulting and business advisory firm. Shern was previously vice chairman and global director of Retail and Consumer Products for Ernst & Young. Shern also serves as a financial expert on the Scott's audit committee.³⁷

John M. Sullivan (67)
Sullivan served as Chairman, President and Chief Executive Officer of Prince Holdings, Inc., a corporation which, through its subsidiaries, manufactures sporting goods, from 1987 until his retirement in 1994. He currently sits on the board of directors of Atlas Copco N.A., a company traded on the Stockholm Stock Exchange.³⁸

Gordon F. Brunner (64)
Appointed to Scotts' board in July 2003, Brumner is a member of the audit committee. Brunner was formerly chief technology officer and a director of Procter & Gamble. He has been chairman of the Science Advisory Board at Scotts since its inception in 2000.³⁹

John Walker (62)
Since September 1994, Walker has been the Chairman of Advent International plc, Europe, a London based, private equity management company which manages over $3 billion on a global basis.⁴⁰

Director and Executive
Pay For details of the directors' and executives' salaries see: http://yahoo.multexinvestor.com/Officers.aspx?target=executiveofficers/list&ticker=SMG

Major Shareholders

he Hagedorn Partnership L.P. Beneficially owns approximately 37% of Scotts' common shares on a fully diluted basis and has sufficient voting power to influence the election of directors and the approval of other actions requiring the approval of the company's shareholders.⁴¹

*Institutional holdings as a percentage of the current shares outstanding.
**Hypothetical value based on price of $54.15 as of 14-Jul-03. Position may have increased or decreased since the report date. Share price Information regarding the company's share price, including a graph showing share-price fluctuations can be found at: http://finance.yahoo.com/q?s=smg&d=1y

Analysts

The following analysts follow Scotts:

b) Subsidiaries & alliances

Subsidiaries

The company's subsidiaries include:

This list is not comprehensive. For details of some of the company's global brand and recent acquisitions see Brands and History respectively.

Scotts is currently in the process of buying the Australian gardening business Yates, whose products include Zero herbicide and Thrive fertiliser. The sale is expected to be completed in October 2003 and is subject to a number of conditions including regulatory and shareholder approval.⁴⁴

Alliances

• Scotts Japan Ltd
  In 2001 Scotts established Scotts Japan Ltd.,which markets lawn fertilizers and pesticides in Japan, in partnership with the Japanese chemical companies Mitsui & Co., Ltd and Ishihara Sangyo.⁴⁵  

• Monsanto
  In 1998 Scotts entered into a collaboration with the Monsanto company to “bring the benefits of biotechnology to the multi-billion dollar turfgrass and ornamental plants business.”⁴⁶ Under the agreement, Scotts and Monsanto have agreed to share technologies, including Monsanto's extensive genetic library of plant traits and Scotts' proprietary gene gun technology to produce 'improved' transgenic turfgrass and ornamental plants. As from 1999, Scotts also have an agreement with Monsanto for exclusive US, Canada, UK, France, Germany and Austria agency and marketing rights to its consumer Roundup herbicide products.⁴⁷

• New Zealand's Crop & Food Research
  In 2002, the company signed a research and commercialisation agreement with New Zealand's Crop & Food Research that could lay the groundwork for the production of flowering ornamental plants 'enhanced' by biotechnology. The company announced that the research will initially focus on 'improved' geraniums, although these are unlikely to be available commercially for several years.⁴⁸

• Large US Retailers
  The company has a close relationship with several of the big US retailers which account for a large percentage of the company's sales. The company's top four retail customers together accounted for over 75% of the company's North American Consumer net sales in 2002 and 42% of its outstanding accounts receivable as of September 30th, 2002. The North American Consumer segment in turn makes up 70% of the company's worldwide net sales. Home Depot, Wal-Mart, Lowe's and Kmart accounted for approximately 37%, 18%, 11% and 10%, respectively, of the company's North American Consumer net sales in 2002.⁴⁹ In April 2003, Scotts was named 'Supplier of the Year' by Wal-Mart reflecting the closeness of their relationship.⁵⁰
  Scotts has an exclusive marketing deal with Home Depot which is the sole stockist of the company's Turf Builder Grass Seed. The company has a similar agreement with Lowe's as the sole stockist of its Miracle-Gro Select Plants.⁵

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