Marysville, Ohio
July 25, 2002

- Company Increases Adjusted Earnings Projection for Fiscal 2002
- Adjusted Earnings Per Share of $3.01
- Reported Earnings Per Share of $3.02
- Year-to-date point of sale data from major customers shows 13% growth
- Cash flow from operations more than doubles from 2001 levels
- ROIC initiatives and debt reduction remain on track
- Customer service performance at all-time highs

The Scotts Company (NYSE: SMG), the global leader in the consumer lawn and garden industry, today announced record third quarter results for both sales and net income. Net income for the period ended June 29, 2002, was higher than any other quarter in company history.

As a result of strong year-to-date results, the Company said it now expects fiscal 2002 adjusted earnings -- excluding restructuring and other non-recurring gains and charges -- to increase 50 to 60 percent from last year's results, compared to a previous range of 45 to 50 percent.

"At the beginning of the year, we said our success in 2002 would be dependent on a single word -- execution," said James Hagedorn, president and chief executive officer. "These results show that our team is executing on all fronts. As we increase our earnings guidance for this year, we also are increasingly confident in our ability to improve upon these results in fiscal 2003."

Third Quarter Results

The Company reported sales in the period of $692 million, up nearly 16 percent from $599 million last year. Adjusted earnings in the quarter were $95.6 million, or $3.01 per diluted share, compared with $58.4 million, or $1.91 per diluted share, for the same period last year. Current period adjusted earnings exclude restructuring and other non-recurring charges of $3.2 million and a gain on sale of assets of $3.4 million, all net of tax. Including these restructuring and non-recurring items, net income in the quarter was $95.8 million, or $3.02 per share.

Adjusted earnings before interest, taxes, depreciation and amortization (EBITDA) were $186.5 million, compared with $135.1 million for the same period last year.

Sales growth in the quarter was fueled by a high consumer demand for products like Turf Builder(R) with SummerGuard(TM) and Miracle-Gro Potting Mix(R), as well as a shift in buying patterns by the Company's largest retail partners. Purchases by retailers that were historically made earlier in the year, have moved into the third quarter to more closely align with consumer purchases. The Company's largest retail partners reported that purchases of Scotts products by consumers increased 10 percent
during the quarter, and 13 percent on a fiscal year-to-date basis.

The Company's North American consumer business reported a 15 percent increase in sales in the quarter to $532 million. Within that business, Lawns reported a 35 percent increase in sales to $182 million, Growing Media reported a 19 percent increase to $174 million and Ortho saw sales increase by 6 percent to $101 million. The Gardens category, which was particularly impacted by a wet May, reported an 8 percent decline in shipments to $61 million. However, consumer purchases of garden fertilizers increased 14 percent in June compared to last year, resulting in a 5 percent increase for the third quarter.

Scotts LawnService(R) reported sales of $29 million in the quarter, up almost 90 percent from last year, reflecting successful marketing efforts and the integration of several acquisitions.

International Consumer sales increased 10 percent to $82 million compared to $75 million for the same period last year. Excluding the impact of foreign exchange rates, International Consumer sales were $78 million. Global Professional sales were $50 million in the quarter. Excluding the impact of foreign exchange rates, Global Professional sales were $48 million, flat with last year.

Gross margin rose to 39.1 percent in the quarter from 36.5 percent for the same period last year due to more favorable product mix particularly in Lawns and Growing Media.

Net Roundup commission was $16.6 million, compared with $16.1 million a year earlier. Contribution expense related to the agency agreement was $5 million, compared with $3.8 million last year. Consumer purchases of Roundup increased 14 percent in the quarter.

"We've got a lot of great stories right now," Hagedorn said. "First, it's clear that the consumer remains enthusiastic about the lawn and garden category. Second, Scotts LawnService continues to provide significant growth that will enhance our long-term profitability. Third, our investments in technology and the supply chain are providing cost savings as well as a competitive advantage in allowing Scotts to meet the changing needs of our retail partners without disrupting our business. This has helped us more than double our cash flow from operations this year and improve working capital management.

"Also, our customer fill rates are now 98 percent, a 5-percentage point improvement from last year. We remain focused on driving this measure even higher."

Nine Month Results

For the first nine months, Scotts reported company-wide sales of $1.46 billion, flat with last year's levels during that period. Adjusted earnings were $115.1 million, or $3.64 per diluted share, compared with $91.9 million, or $3.04 per diluted share, for the same period last year. Adjusted earnings for the first nine months of fiscal 2002 exclude an impairment charge of $18.5 million, restructuring and other non-recurring charges of $4.8 million and a gain on sale of assets of $3.4 million, all net of tax. Including the impairment charge, restructuring and non-recurring items, year-to-date net income was $95.2 million, or $3.01 per share, compared with $78.9 million, or $2.61 per diluted share, for the same period last year.

Adjusted EBITDA was $279.3 million, compared with $270.9 million for the same period last year. Including restructuring and non-recurring items, EBITDA was $276 million on a year-to-date basis.

North American consumer sales were $1.1 billion during the first nine months of 2002, essentially flat with last year. Scotts LawnService had revenue growth of 83 percent in the first nine months to $45 million.

International Consumer sales were $210 million compared with $219 million last year. Excluding the impact of foreign exchange rates current year sales were $209 million. Global Professional year-to-date sales were $140 million compared with $142 million last year.

Gross margins through the first nine months were 37.2 percent compared with 37.1 percent for the same period last year.

On a year-to-date basis, Net Roundup commission was $13.3 million, compared with $23.4 million a year earlier. The decline is due to lower sales volume and higher contribution expenses. On a year-to-date basis, consumer purchases of Roundup have increased 11 percent at the Company's largest retail partners.

Separately, the Company's Board of Directors this week approved a plan to significantly improve the profitability of the International businesses -- both consumer and professional. The plan includes implementation of a SAP platform throughout Europe, as well efforts to optimize operations in the UK, France and Germany and create a global supply chain.

The company will host a live audio webcast today at 10:00 a.m. EDT at http://www.scotts.com to discuss second quarter results and the outlook for the balance of the year.

The Scotts Company is the world's leading supplier of consumer products for lawn and garden care, with a full range of products for professional horticulture as well. The company owns the industry's most recognized brands. In the U.S., the company's Scotts(R), Miracle-Gro(R) and Ortho(R) brands are market leading in their categories, as is the consumer Roundup(R) brand which is marketed in North America and most of Europe exclusively by Scotts and owned by Monsanto. In the U.K., Scotts' brands include Weedol(R) and Pathclear(R), the top-selling consumer herbicides; Evergreen(R), the leading lawn fertilizer line; the Levington(R) line of lawn and garden products; and Miracle-Gro(R).