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April 12, 2024
Matthew Garth
Chief Financial Officer
Scotts Miracle-Gro Co
14111 Scottslawn Road
Marysville, Ohio 43041
Re: Scotts Miracle-Gro
Co
Form 10-K filed
November 22, 2023
Form 8-K filed
November 1, 2023
Response filed
February 9, 2024
File No. 001-11593
Dear Matthew Garth:
We have reviewed your February 9, 2024 response to our comment
letter and have the
following comment.
Please respond to this letter within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe
the comment applies to your facts and circumstances, please tell us why
in your response.
After reviewing your response to this letter, we may have
additional comments. Unless
we note otherwise, any references to prior comments are to comments in
our January 26,
2024 letter.
Form 10-K for the Year Ended September 30, 2023
Non-GAAP Measures, page 43
1. We note your response
to prior comment 1. Notwithstanding their scope and magnitude,
the inventory
impairment charges recognized following the decision to discontinue and
exit the market for the
majority of your lighting brands and product lines do not appear to
be outside the normal
course of your operations. With reference to Question 100.01 of the
Compliance and
Disclosure Interpretations for Non-GAAP Financial Measures and ASC
420-10-S99-3, please
confirm that you will no longer exclude these inventory
impairments from your
non-GAAP measures.
Please contact Jeanne Baker at 202-551-3691 or Terence O'Brien at
202-551-3355 if you
have questions regarding comments on the financial statements and
related matters.
Matthew Garth
Scotts Miracle-Gro Co
April 12, 2024
Page 2
Sincerely,
FirstName LastNameMatthew Garth
Division of Corporation Finance
Comapany NameScotts Miracle-Gro Co
Office of Industrial Applications and
April 12, 2024 Page 2 Services
FirstName LastName