SCOTTS VALLEY CYCLESPORT, LLC

participation. The contribution rate is automatically escalated by an additional 1 % of compensation up to a maximum of 6 % of compensation. Employees also receive the applicable Company matching contribution. The Company provides matching contributions of 200 % of employees’ initial 3 % contribution and 50 % of their remaining contribution up to 6 %. At the end of each Plan year, the Company provides, if necessary, an additional true-up matching contribution to employees, based on their total elective contributions and eligible compensation for the Plan year. The Company may make additional discretionary profit sharing matching contributions to eligible employees on their initial 4 % contribution. The Company may also make additional discretionary employer special contributions to the Pl

to the benefit provided from the participant’s vested account balance. 4 THE SCOTTS COMPANY LLC Retirement Savings Plan Notes to Financial Statements Vesting All participants are immediately vested in their contributions to the Plan plus actual earnings thereon. Company matching contributions and discretionary employer special contributions vest immediately, however, base retirement contributions made by the Company prior to January 1, 2011 vested after three years of service or immediately upon death, attainment of age 65 or permanent and total disability. Forfeitures The non-vested portions of participant account balances are forfeitable and used to reduce Company contributions to the Plan and to pay reasonable Plan expenses. Forfeitures used to reduce Company contributions or to offset

age 50 or older by the end of the calendar year may make catch-up contributions, with an enhanced catch-up limit available to those between ages 60 and 63. Eligible employees are automatically enrolled in the Plan at a pre-tax contribution rate of 3 % of compensation for those who do not opt out of such participation. The contribution rate is automatically escalated by an additional 1 % of compensation up to a maximum of 6 % of compensation. Employees also receive the applicable Company matching contribution. The Company provides matching contributions of 200 % of employees’ initial 3 % contribution and 50 % of their remaining contribution up to 6 %. At the end of each Plan year, the Company provides, if necessary, an additional true-up matching contribution to employees, based on their t

318 Net appreciation in fair value of investments 100,690,955 88,751,830 Total investment income 108,261,366 96,302,148 Benefits paid to participants ( 86,083,744 ) ( 81,454,184 ) Administrative expenses ( 243,759 ) ( 237,740 ) Net increase in net assets 78,191,056 69,589,526 Net assets available for benefits: Beginning of year 691,419,657 621,830,131 End of year $ 769,610,713 $ 691,419,657 See Notes to Financial Statements. 3 THE SCOTTS COMPANY LLC Retirement Savings Plan Notes to Financial Statements NOTE 1. DESCRIPTION OF PLAN The Scotts Company LLC Retirement Savings Plan (the “Plan”) is a defined contribution plan covering substantially all employees of The Scotts Company LLC (the “Company”) and certain of its affiliates who meet the eligibility requirements. The Plan is subject to th