Marysville, Ohio
October 1, 2002

The Scotts Company (NYSE: SMG), the global leader in the consumer lawn and garden industry, announced today that its management has elected to postpone its proposed offering of 4.5 million common shares due to adverse market conditions. The Company may renew the offering when market conditions are more favorable, but has no immediate plan for doing so.

The Company had planned to use the proceeds from the offering to accelerate its debt reduction efforts and for general corporate purposes.

"Given the overall level of uneasiness in the market, and in particular at the current market valuation, we don't believe completing this offering right now is in the best interest of our existing shareholders," said Jim Hagedorn, president and chief executive officer. "However, we remain encouraged by the current strength of our business and our prospects for fiscal 2003 and beyond. Retail sales to consumers at our largest accounts will increase double digits this fiscal year, and we expect to grow faster than the lawn and garden category."

Hagedorn said Scotts also remains on track to continue lowering its overall debt levels. Its debt rating goal is to be at or near investment grade by the end of 2004.

"Our focus on working capital management should allow us to continue to increase free cash flow, which will help us continue to reduce our current debt levels. In fact, free cash flow for fiscal 2002 is expected to be approximately double our original estimate. Although proceeds from a stock offering would have allowed us to accelerate our debt reduction efforts, our balance sheet remains strong and we are comfortable with our current capital structure. We remain focused on executing our strategic plan to grow our business and enhance shareholder value."

While marketing the potential offering, the Company met with dozens of institutional investors throughout the United States and Europe.

"The feedback we received was consistently positive," Hagedorn said. "Our investment banking team did an outstanding job helping us market this transaction and share the strength of the Scotts story with a new group of investors."

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).