Marysville, Ohio
October 31, 2002

- Expects Adjusted Earnings to Grow at Least 15% for 2003
- Adjusted Earnings Per Share of $3.29;
- Reported Earnings Per Share of $2.61
- $161 Million in Free Cash Flow
- Consumer Purchases Up 10 Percent in the U.S.
- ROIC Up Approximately 100 Basis Points from 2001

The Scotts Company (NYSE: SMG), the global leader in the consumer lawn and garden industry, today announced record full-year results for both sales and net income. Sales in the fourth quarter, ended September 30, 2002, also set a company record for the period.

The Company reported sales for fiscal 2002 of $1.76 billion, up 4 percent from $1.69 billion a year earlier. Adjusted earnings for the year increased to $104.3 million, or $3.29 per diluted share, up 64 percent from $63.7 million, or $2.10 per diluted share, for the same period last year. Adjusted earnings exclude an impairment charge of $18.5 million, restructuring and other non- recurring charges of $6.9 million, and a gain on sale of assets of $3.6 million, all net of tax. Including these items, net income
in fiscal 2002 was $82.5 million, or $2.61 per diluted share, compared to $15.5 million, or $.51 for the same period last year.

Adjusted earnings before interest, taxes, depreciation and amortization (EBITDA) was $317.7 million, compared with $255.7 million for the same period last year. Including restructuring and non-recurring items, EBITDA was $282.6 million in 2002 compared with $180.0 million in 2001.

"Our outstanding results in 2002 were due to our steady focus on executing the key elements of our strategic plan," said James Hagedorn, president and chief executive officer. "Not only did we report record sales and net income, but our return on invested capital improved approximately 100 basis points to nearly 9 percent, keeping us on track to achieve our long-term goals. We also saw significant improvements in customer service, working capital management and free cash flow."

Consumer purchases of the company's branded products in the U.S. increased 10 percent for the full year. Customer service -- a major initiative at Scotts -- improved to record levels for the year. Customer fill rates improved to 98 percent in fiscal 2002, compared with 92 percent in fiscal 2001. The company also benefited from improvements in working capital, including a reduction in inventories between years of $99 million, or 27 percent. Those improvements helped Scotts achieve free cash flow -- or operating cash flows including option exercises and net of capital expenditures and acquisitions -- of $161 million for the year, significantly above previous projections.

"Clearly, we finished 2002 with a lot of momentum and feel great about where our business is headed going into 2003," Hagedorn said. "With anticipated retailer purchases closer to matching consumer take-away, we expect sales to grow mid to high single digits in fiscal 2003. On a bottom line basis, we expect net income before impairment, restructuring and non- recurring items to increase at least 15 percent in spite of significant investments in our long-term growth initiatives in 2003."

Twelve Month Results

North American consumer sales were $1.25 billion for the year, up 3 percent from last year. Lawns was up 6 percent to $523 million, Growing Media increased 11 percent to $331 million, Ortho decreased 1 percent to $221 million and Gardens, which was negatively impacted by a rainy May -- its busiest month for consumer takeaway -- decreased 6 percent to $141 million.

Scotts LawnService, the company's fastest growing business, had revenues of $76 million, up 84 percent from 2001, which reflected the integration of several acquisitions and its continued successful marketing efforts.

In International Consumer, which was impacted by an inventory reduction strategy implemented by both retailers and distributors, sales were $249 million compared with $252 million last year. Excluding the impact of foreign exchange rates current year sales were $244 million. Global Professional sales were $181 million, or $179 million excluding the impact of foreign exchange rates, compared with $186 million last year.

Consolidated gross margins improved 90 basis points to 36.1 percent. The improvement was due to favorable product mix, especially in Growing Media, as well as improvements from the North American Supply Chain in 2002 and higher restructuring charges in fiscal year 2001. Some of those improvements were offset by margin declines in Global Professional.

Net Roundup commission for the year was $16 million, compared with $21 million a year earlier. The decline is due almost entirely to higher contribution expenses paid to Monsanto in accordance with the agreement.

Fourth Quarter Results

The Company reported record sales in the period of $303 million, up 28 percent from $237 million last year. On an adjusted basis, Scotts reported a net loss in the quarter of $9.7 million, or $0.33 per share, compared with a net loss of $28.4 million, or $1.00 per share for the same period last year. Current period adjusted earnings exclude restructuring and other non-recurring charges of $3.0 million, net of tax. Including these restructuring and non- recurring items, the net loss in the quarter was $12.7
million, or $0.43 per share.

Adjusted EBITDA was $11.3 million, compared with a negative $15.3 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 Winterizer(R), as well as Miracle-Gro Potting Mix(R). The quarter also was benefited by a shift in purchasing strategy by the Company's largest retail partners. Some purchases by retailers that were historically made earlier in the season, moved into the fourth quarter to more closely align with consumer purchases.

The Company's North American consumer business reported a 35 percent increase in sales in the quarter to $193 million. Within that business, Lawns reported a 62 percent increase in sales to $91 million, Growing Media reported a 15 percent increase to $43 million and Ortho saw sales increase by 24 percent to $37 million. The Gardens category increased 23 percent to $16 million.

Scotts LawnService(R) reported sales in the quarter of $31 million, an increase of 86 percent from the same period last year.

International Consumer sales were $39 million, or $36 million excluding the impact of foreign exchange rates, compared with $34 million for the same period last year. Global Professional sales were $41 million in the quarter, or $40 million when excluding the impact of foreign exchange rates, compared with $44 million for the same period last year.

Consolidated gross margin rose to 30.8 percent in the quarter from 23.2 percent for the same period last year due to higher volumes, more favorable product mix particularly in Lawns and Growing Media, as well as improvements in the Company's North American Supply Chain in 2002 and higher restructuring charges in fiscal year 2001.

Worldwide Roundup sales increased 67% over the prior period due partially to a shift in quarterly sales to retailers as they more closely tracked consumer purchases. As a result, the net Roundup commission was $3 million, compared with expense of $3 million a year earlier. Contribution expense related to the agency agreement was $5 million, compared with $3.7 million last 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).