The Scotts Company Second Quarter EPS Up 65%.

COLUMBUS, Ohio--(BUSINESS WIRE)--April 22, 1999--

The Scotts Company (NYSE:SMG) today reported that second quarter fiscal 1999 net sales increased 47% to $631.5 million, net earnings before a previously announced extraordinary charge increased 63% to $54.7 million, and diluted earnings per share before the extraordinary charge increased 65% to $1.81. Including the previously announced extraordinary charge for the early extinguishment of debt, net earnings increased 50% to $49.3 million and diluted earnings per share increased 51% to $1.63.

For the six months ended April 3, 1999, Scotts reported that net sales increased 47% to $815.9 million, net earnings before the extraordinary charge increased 60% to $44.7 million, and diluted earnings per share before the extraordinary charge increased 59% to $1.48.

Charles M. Berger, Scotts' chairman, president and chief executive officer said, "Our pre-acquisition business, led by our core North American consumer group, is turning in another highly successful year achieving strong double-digit sales and continued growth in profitability."

The company said that second quarter and year-to-date results benefited from non-recurring items related to the timing and structure of recent acquisitions. The company's pre-acquisition business (i.e. excluding the international businesses acquired from Rhone Poulenc and ASEF, the Ortho(R) business acquired from Monsanto, and the consumer Roundup(R) marketing agreement with Monsanto) had growth of approximately 15-20% for the six-month period.

"In addition, our newly-acquired international and Ortho businesses and consumer Roundup agency agreement are performing at the top end of our range of expectations," said Mr. Berger. "Even excluding one-time acquisition-related gains, their underlying operations were accretive year-to-date. The contribution to diluted earnings per share from our newly-acquired businesses was about equally split between the international businesses and the pesticides businesses."

"As a result of this strong and broad-based growth, we expect to report diluted earnings per share before extraordinary items for fiscal 1999 somewhat above our previously stated target of 15% growth."

On a pro forma basis that includes recent acquisitions as if they had been owned throughout both periods, second quarter fiscal 1999 sales increased 16% to $643.2 million and diluted earnings per share excluding the extraordinary charge increased 22% to $1.80 compared with $1.48 for the second quarter of fiscal 1998.

For the six months ended April 3, 1999, pro forma net sales increased 14% to $850.2 million, and diluted earnings per share before the extraordinary charge increased 16% to $1.01.

Scotts' North American consumer lawn products sales showed sales growth of 28% both for the second quarter and six months. In a similar pattern to last year's highly successful North American consumer lawn season, this year reflects strong early buying by Scotts' largest retailers. While meaningful sell-through data is not yet available, early indicators are that consumer sales are moving briskly and the major retailers have been placing replacement orders in April.

North American consumer garden products sales also showed strong double-digit growth, with sales increasing 19% for the second quarter and 17% for the six months. About half of the sales growth has come in the core Miracle-Gro(R) water soluble fertilizer line and half from new products. The most successful new products include a line of fertilizer spikes for trees, a water-soluble fertilizer for early blooming plants, and a new plastic-package option for rose fertilizer.

North American consumer growing media sales grew 13% for the second quarter and 15% for the six months. On a pro forma basis as if Scotts had owned recently acquired operations throughout both periods, growing media sales increased by 7% for the six months. Value-added products led growing media growth with an 18% increase over last year's six months.

Scotts' recently-acquired Ortho pesticides business contributed $69.5 million in sales for the two months in which it was included in Scotts' results for the second quarter. On a pro forma basis as if Scotts had owned the Ortho business throughout all periods, Ortho's sales increased 9% for the second quarter and 13% for the six months.

Reflecting a recent restructuring to focus on greater profitability, sales in Scotts' North American professional business were $40.9 million in the second quarter compared to $44.5 million in last year's comparable period, and were $73.4 million in the six months compared to $76.9 million in last year's comparable period.

International sales, which include recent acquisitions, increased 90% to $131.7 million for the second quarter and 105% to $210.8 for the six months. On a pro forma basis as if Scotts had owned all of the international businesses throughout all periods, international sales increased 15% for the second quarter and 8% for the six months. Strong sales in France, Germany and the Benelux countries offset weaker results in the U.K., where Scotts has been integrating and restructuring two companies it acquired over the past two years.

Scotts' gross margins increased to 42.6% in the second quarter compared to 39.6% in last year's comparable period, and increased to 40.9% for the six months compared to 38.2% for last year's comparable period. The increased gross margins are attributable to favorable raw materials costs, productivity improvements from recent capital investments and the larger scale of the business.

For more information on The Scotts Company please visit our web site at www.scottscompany.com.

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 turf care and horticulture as well. The company owns what are by far the industry's most recognized brands. In the U.S., consumer awareness of the company's Scotts(R), Miracle-Gro(R) and Ortho(R) brands outscores the nearest competitors in their categories by several times, as does awareness of the consumer Roundup(R) brand which is owned by Monsanto. Scotts has entered into an agreement with Monsanto to be the exclusive marketing agent for consumer Roundup(R) worldwide. 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), the leading plant fertilizer. The Company's leading brands in continental Europe include KB(R) and Fertiligene(R) in France and NexaLotte(R) and Celaflor(R) in Germany.

Statement under the Private Securities Litigation Act of 1995: Certain of the statements contained in this press release, including, but not limited to, information regarding the future economic performance and financial condition of the company, the plans and objectives of the company's management, and the company's assumptions regarding such performance and plans are forward looking in nature. Actual results could differ from the forward looking information in this release, due to a variety of factors, including, but not limited to:

- Continued marketplace acceptance of the Company's "pull"

advertising marketing strategies;

- The ability to maintain profit margins and to produce products

and add production capacity on a timely basis;

- Competition in the North American and European consumer and

professional segments;

- Competition between and the recent consolidation within the

retail outlets selling the Company's products;

- Public perceptions regarding the safety of the Company's

products;

- Changes in economic conditions, interest rates and currency

exchange rates in the countries in which the company operates;

- The possibility of new competitors entering into the Company's

business;

- The ability to improve processes and business practices to keep

pace with the economic, competitive and technological

environment, including successful completion of the Company's

Enterprise Resource Planning project;

- The Company's ability, and that of its third party suppliers and

customers, to address information technology issues related to

the year 2000; and

- The ability to integrate several recent acquisitions.

Additional detailed information concerning a number of the important factors that could cause actual results to differ materially from the forward looking information contained in this release is readily available in the company's publicly filed quarterly, annual, and other reports. -0-

                  THE SCOTTS COMPANY AND SUBSIDIARIES
            Results of Operations for the Three and Twelve
             Months Ended April 3, 1999 and April 4, 1998
                 (in millions, except per share data)
                              (Unaudited)
              Note: See Accompanying Footnotes on Page 9

           Three Months Ended   Six Months Ended  Twelve Months Ended
                    Apr. 3, Apr. 4,   Apr. 3, Apr. 4, Apr. 3,  Apr. 4,
         Footnotes  1999     1998     1999    1998   1999       1998

Net sales            631.5   430.1   815.9   554.9  1,374.0  1,008.4
Cost of sales        362.6   259.6   482.3   343.1    854.1    641.3
Gross profit         268.9   170.5   333.6   211.8    519.9    367.1
% of sales            42.6%   39.6%   40.9%   38.2%    37.8%    36.4%

Commission from
  agency
  agreements          12.6      --    17.6     --      17.6      --

Operating expenses:
  Advertising and
   promotion          86.0    50.7   102.7    61.0    146.1     93.5
  S,G&A               72.5    46.2   126.4    78.1    215.4    149.8
  Amortization of
   goodwill &
   other
   intangibles         5.3     3.4    10.2     6.1     16.9     11.4
  Restructuring
   & other charges(1)   --      --     1.4      --     16.8   --
  Other expense        0.4     1.8     0.3     1.5      2.9      4.3
Income from
  operations         117.3    68.4   110.2    65.1    139.4    108.1
% of sales            18.6%   15.9%   13.5%   11.7%    10.1%    10.7%

Interest expense      24.6    10.1    34.4    16.5     50.3     28.4

Income before
 taxes                92.7    58.3    75.8    48.6     89.1     79.7

Income tax
  expense             38.0    24.8    31.1    20.6     35.3     34.1

Net income
 before
 extraordinary
 item                 54.7    33.5    44.7    28.0     53.8     45.6

Extraordinary
 loss on early
 extinguishment
 of debt, net
 of tax                5.4     0.7     5.8     0.7      5.8      0.7

Net income            49.3    32.8    38.9    27.3     48.0     44.9

Preferred stock
 dividends             2.5     2.5     4.9     4.9      9.8      9.8

Income applicable
 to common
 shareholders         46.8    30.3    34.0    22.4     38.2     35.1

Basic earnings
 per share:
 Before
  extraordinary
  loss                 2.86    1.66    2.17    1.24     2.38     1.92
 Extraordinary
  loss, net of
  tax                  0.30    0.04    0.32    0.04     0.31     0.04
Basic earnings
 per share(2)          2.56    1.62    1.85    1.20     2.07     1.88

Diluted earnings
 per share:
  Before
   extraordinary
   loss                1.81    1.10    1.48    0.93     1.78     1.52
  Extraordinary
   loss, net
    of tax             0.18    0.02    0.19    0.02     0.19     0.02
Diluted earnings
 per share(3)          1.63    1.08    1.29    0.91     1.59     1.50

Common shares
 used in basic
 earnings per
 share calculation    18.3    18.7    18.3    18.7     18.5     18.7

Common shares
 and potential
 common  shares
 used in diluted
 earnings per
 share calculation    30.3    30.4    30.2    30.1     30.3     30.0


                  THE SCOTTS COMPANY AND SUBSIDIARIES
     Pro Forma Results of Operations for the Three and Six Months
                 Ended April 3, 1999 and April 4, 1998
                 (in millions, except per share data)
                              (Unaudited)
              Note: See Accompanying Footnotes on Page 9
                         Pro Forma (4)        Pro Forma (4)
                      Three Months Ended    Six Months Ended
                   Apr. 3, Apr. 4,  %     Apr. 3, Apr. 4,      %
  Footnotes         1999   1998   Change   1999    1998      Change

Net sales          643.2   552.9    16.3%  850.2   746.4     13.9%
Cost of sales      370.9   329.0   -12.7%  513.9   458.4    -12.1%
Gross profit       272.3   223.9    21.6%  336.3   288.0     16.8%
% of sales          42.3%   40.5%   39.6%   38.6%
Commission
 from agency
 agreements         12.6    12.2     3.3%   17.6    18.4     -4.3%
Operating
 expenses:
  S,G&A            160.6   129.6   -23.9%  246.0   208.1    -18.2%
  Amortization
   of goodwill
   & other
   intangibles       5.6     5.6     0.0%   12.0    11.7     -2.6%
  Restructuring
   & other
   charges(1)        --      0.2     nm      1.4     0.5   -180.0%
  Other expense      0.2     1.9   -89.5%    0.1     1.6     93.8%
Income from
 operations        118.5    98.8    19.9%   94.4    84.5     11.7%
% of sales          18.4%   17.9%   11.1%   11.3%
Interest expense    26.1    20.7   -26.1%   42.5    39.0     -9.0%
Income before
 taxes              92.4    78.1    18.3%   51.9    45.5     14.1%
Income tax
 expense            37.9    33.0   -14.8%   21.3    19.2    -10.9%
Net income
 before
 extraordinary
 item               54.5    45.1    20.8%   30.6    26.3     16.3%
Extraordinary
 loss on early
 extinguishment
 of debt, net
 of tax              5.4     0.7  -671.4%    5.8     0.7   -728.6%
Net income          49.1    44.4    10.6%   24.8    25.6     -3.1%
Preferred stock
 dividends           2.5     2.5     0.0%    4.9     4.9      0.0%
Income applicable
 to common
 shareholders       46.6    41.9    11.2%   19.9    20.7     -3.9%
Basic earnings
 per share:
 Before
  extraordinary
  loss               2.84    2.28   24.6%    1.41    1.14    23.7%
 Extraordinary
  loss, net of
  tax                0.30    0.04 -650.0%    0.32    0.04  -700.0%
 Basic earnings
  per share(2)       2.54    2.24   13.4%    1.09    1.10    -0.9%
Diluted earnings
 per share:
 Before
  extraordinary
  loss               1.80    1.48   21.6%    1.01    0.87    16.1%
 Extraordinary
  loss, net of
  tax                0.18    0.02 -800.0%    0.19    0.02  -850.0%
Diluted earnings
 per share(3)        1.62    1.46   11.0%    0.82    0.85    -3.5%
Common shares
 used in basic
 earnings
 per share
 calculation        18.3    18.7    -2.1%   18.3    18.7     -2.1%
Common shares
 and potential
 common shares
 used in
 diluted
 earnings per
 share
 calculation        30.3    30.4    -0.3%   30.2    30.1      0.3%


                  THE SCOTTS COMPANY AND SUBSIDIARIES
          Net Sales by Business Unit - Three, Six and Twelve
             Months Ended April 3, 1999 and April 4, 1998
                            (in millions)
                             (unaudited)
              Note: See Accompanying Footnotes on Page 9


                          Second Quarter            % Change
                          1999       1998                    Pro
           Footnotes     Actual     Actual        Actual    Forma (4)

Consumer
 Lawns                    $ 245.6   $ 191.9        28.0%      na
Consumer
 Gardens                     64.3      53.9        19.3%      na
Growing Media                79.5      70.5        12.8%     7.9%
Ortho                        69.5       na          na       8.8%
Domestic Consumer           458.9     316.3        45.1%    19.4%

Profesional                  40.9      44.5        -8.1%     na
International(5)            131.7      69.3        90.0%    15.2%
Consolidated              $ 631.5   $ 430.1        46.8%    16.3%


                            Six Months Ended         % Change
                            1999       1998                   Pro
            Footnotes      Actual     Actual       Actual    Forma(4)

Consumer
 Lawns                    $ 284.8    $ 222.1       28.2%       na
Consumer
 Gardens                     77.8       66.3       17.4%       na
Growing Media                99.6       86.6       15.0%      7.1%
Ortho                        69.5        na         na       12.7%
Domestic Consumer           531.7      375.0       41.8%     19.5%

Profesional                  73.4       76.9       -4.6%       na
International(5)            210.8      103.0      104.7%      7.6%
Consolidated              $ 815.9    $ 554.9       47.0%     13.9%


                              Twelve Months Ended       % Change
                             Apr. 3         Apr. 4
                              1999           1998         Actual

Consumer
 Lawns                    $ 431.8         $ 341.9          26.3%
Consumer
 Gardens                    144.6           130.9          10.5%
Growing Media               244.5           198.9          22.9%
Ortho                        69.5               -
Domestic Consumer           890.4           671.7          32.6%

Profesional                 175.9           174.4           0.9%
International               307.7           162.3          89.6%
Consolidated            $ 1,374.0       $ 1,008.4          36.3%


                  THE SCOTTS COMPANY AND SUBSIDIARIES
                      Consolidated Balance Sheets
                              (Unaudited)
              (in millions, except shares & share prices)

                            April 3,      April 4,     September 30,
                             1999          1998           1998

ASSETS
  Current assets
     Cash                        18.9          11.3          10.6
     Accounts
      receivable,
      net                       584.6         413.8         146.6
     Inventories,
      net                       339.6         194.3         177.7
     Deferred tax
       asset                     22.3          19.5          20.8
     Other current
       assets                    52.6          10.6          11.5
                              --------      --------      --------

 Total current
   assets                     1,018.0         649.5         367.2
                             --------      --------      --------

  Property, plant
   and equipment, net           240.8         186.1         197.0
  Intangible assets,
    net                         808.7         429.9         435.1
  Other assets                   48.7           6.3          35.9
                             --------      --------      --------

       Total assets           2,116.2       1,271.8       1,035.2
                             ========      ========      ========


LIABILITIES AND
  SHAREHOLDERS' EQUITY
  Current liabilities
     Short term debt            213.9           1.9          13.3
     Accounts payable           178.2         104.5          77.8
     Other current
      liabilities               220.8         148.1         140.8
                             --------      --------      --------

 Total current
  liabilities                   612.9         254.5         231.9
                             --------      --------      --------

  Long-term debt              1,015.9         566.5         359.2
  Other liabilities              55.7          40.3          40.2
                             --------      --------      --------

  Total liabilities           1,684.5         861.3         631.3

  Shareholders' equity          431.7         410.5         403.9
                             --------      --------      --------

  Total liabilities
    and equity                2,116.2       1,271.8       1,035.2
                             ========      ========      ========

Key Statistics:
  Debt to
   capitalization                74.0%         58.1%         48.0%

  Market
   capitalization:
  Common shares
   outstanding and
   dilutive common
   share equivalents             30.2          30.1          30.3

Share price on
 balance sheet date              37.88         35.50         30.63
                              ========      ========      ========
                              1,144.4       1,069.0         928.5
                              ========      ========      ========


                  THE SCOTTS COMPANY AND SUBSIDIARIES
              Footnotes to Preceding Financial Statements
                 (in millions, except per share data)

General:

Acquisitions:

    The Scotts Company ("The Company") has made four significant
acquisitions during the last two years:

-    The assets of Monsanto's consumer lawn and garden business,
     exclusive of the Roundup business ("Ortho"), effective
     January 1999

-    Rhone-Poulenc Jardin ("RPJ") effective October 1998;

-    Earthgro, Inc. ("Earthgro") effective February 1998; and

-    Levington Group Limited ("Levington") effective December 1997

     The Company's actual results of operations include the operating
results of these acquired entities from their respective dates of
acquisition.

Reclassifications

     Certain reclassifications have been made to the Results of
Operations and Consolidated Balance Sheets for the three and six
months ended April 4, 1998 to conform to fiscal 1999 classifications.


Results of Operations - Actual and Pro Forma

  (1)         Results for the six months ended April 3, 1999
              include a restructuring charge of $1.9, of which $0.5
              is included in SG&A. This charge includes the cost of
              reorganizing the North American Professional Business
              Group to strengthen distribution and technical sale
              support, integrate brand management across market
              segments and reduce annual operating expenses.

              Results for the twelve months ended April 3, 1999
              also include special charges of $20.4, of which $2.9
              and $2.1 are recorded in cost of sales and SG&A,
              respectively. These charges primarily include the
              cost of consolidating the Company's two U.K.
              operations into a single lower-cost business, the
              cost of closing several composting sites in the U.S.
              that collect yard and compost waste under contracts
              with municipalities, and the cost of divesting the
              AgrEvo pesticides business.

  (2)         Basic earnings per common share is calculated by
              dividing income applicable to common shareholders by
              average common shares outstanding during the period.

  (3)         Diluted earnings per common share is calculated by
              dividing net income, before preferred stock
              dividends, by the average common shares and dilutive
              potential common shares (Class A Convertible
              Preferred Stock, and common stock warrants and
              options) outstanding during the period.

  (4)         Pro forma results of operations for the three and six
              months ended April 3, 1999 and April 4, 1998 include
              the results of Ortho, RPJ, Levington and Earthgro as
              if each of these businesses had been acquired
              effective October 1997, and as if the Roundup Agency
              Agreement had been in effect during said periods.

              Note: the pro forma information provided does not
              purport to be indicative of actual results of
              operations if the Ortho, RPJ, Levington and Earthgro
              acquisitions had occurred as of October 1, 1997, and
              is not intended to be indicative of future results or
              trends.

Net Sales by Business Unit

  (5)         Excluding the adverse impact of currency translation,
              pro forma sales for the three and six months ended
              April 3, 1999 would have been 17.3% and 14.4% higher
              than the prior year, respectively.