##### Table of Contents





UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10Q



| ̈ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ---------------------------------------------------------------------------------------

FOR THE QUARTERLY PERIOD ENDED APRIL 3, 2009

OR



| ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------

FOR THE TRANSITION PERIOD FROM _______ TO _______

COMMISSION FILE NUMBER
333-108853

JOHNSONDIVERSEY HOLDINGS, INC.

(Exact name of registrant as specified in its charter)



|                                                              |  |                                  
|------------------------------------------------------------- |  | ---------------------------------
|Delaware                                                      |  | 80-0010497                       
|(State or other jurisdictionof incorporation or organization) |  | (IRS Employer Identification No.)

8310 16thStreet

Sturtevant, Wisconsin 53177-0902

(Address of Principal Executive Offices, Including Zip Code)

(262) 631-4001

(Registrants Telephone Number, Including Area Code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90
days.    Yes   ̈    No  x*

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule-405 of
Regulation S-T (§232.405 of this chapter) during the preceding 12 month (or for such shorter period that the registrant was required to submit and post such files).    Yes   ̈    No   ̈

Indicate by check mark whether
the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of accelerated filer and large accelerated filer in Rule 12b-2 of the Exchange Act (Check one):



|                           |  |                      |  |                                               |  |                             
|-------------------------- |  | -------------------- |  | --------------------------------------------- |  | ----------------------------
|Large accelerated filer   ̈ |  | Accelerated filer   ̈ |  | Non-accelerated filer  x                      |  | Smaller reporting company   ̈
|                           |  |                      |  | (Do not check if a smaller reporting company) |  |                             

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Act).    Yes   ̈    No  x

There is no public trading market for the registrants common stock. As of May 8, 2009, there were 3,920 outstanding shares of the registrants class A common stock, $0.01 par value, and there were
1,960 outstanding shares of the registrants class B common stock, $0.01 par value, which is subject to put and call options.



|* | Note: As a voluntary filer not subject to filing requirements, the registrant filed all reports under Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 3 months.
|- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------









---

##### Table of Contents

INDEX



|                               |  |                                                                                                    |  |     
|------------------------------ |  | -------------------------------------------------------------------------------------------------- |  | ----
|                               |  |                                                                                                   
|Section                        |  | Topic                                                                                              |  | Page
|                               |  |                                                                                                   
|                               |  | Forward-Looking Statements                                                                         |  | i   
|                               | 
|PART I  FINANCIAL INFORMATION |  |                                                                                                   
|                               |  |                                                                                                   
|Item 1                         |  | Financial Statements (unaudited)                                                                   |  |     
|                               |  |                                                                                                   
|                               |  | Balance Sheets as of April 3, 2009 and December 31, 2008                                           |  | 1   
|                               |  |                                                                                                   
|                               |  | Consolidated Statements of Operations for the first quarter ended April 3, 2009 and March 28, 2008 |  | 2   
|                               |  |                                                                                                   
|                               |  | Consolidated Statements of Cash Flows for the first quarter ended April 3, 2009 and March 28, 2008 |  | 3   
|                               |  |                                                                                                   
|                               |  | Notes to Consolidated Financial Statements                                                         |  | 4   
|                               |  |                                                                                                   
|Item 2                         |  | Managements Discussion and Analysis of Financial Condition and Results of Operations              |  | 19  
|                               |  |                                                                                                   
|Item 3                         |  | Quantitative and Qualitative Disclosure about Market Risk                                          |  | 31  
|                               |  |                                                                                                   
|Item 4                         |  | Controls and Procedures                                                                            |  | 32  
|                               | 
|PART II  OTHER INFORMATION    |  |                                                                                                   
|                               |  |                                                                                                   
|Item 1                         |  | Legal Proceedings                                                                                  |  | 33  
|                               |  |                                                                                                   
|Item 6                         |  | Exhibits                                                                                           |  | 33  
|                               | 
|SIGNATURES                     |  | 34                                                                                                



---

##### Table of Contents

Unless otherwise indicated, references to JohnsonDiverseyHoldings, the Company,
we, our and us in this quarterly report refer to JohnsonDiversey Holdings, Inc. and its consolidated subsidiaries, and references to JDI refer to JohnsonDiversey, Inc., a wholly owned subsidiary of
Holdings.

FORWARD-LOOKING STATEMENTS

We make statements in this Form 10Q that are not historical facts. These forward-looking statements can be identified by the use of
terms such as may, intend, might, will, should, could, would, expect, believe, estimate, anticipate,
predict, project, potential, or the negative of these terms, and similar expressions. You should be aware that these forward-looking statements are subject to risks and uncertainties that are beyond our control.
Further, any forward-looking statement speaks only as of the date on which it is made, and except as required by law, we undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which it is
made or to reflect the occurrence of anticipated or unanticipated events or circumstances. New factors emerge from time to time that may cause our business not to develop as we expect, and it is not possible for us to predict all of them. Factors
that may cause actual results to differ materially from those expressed or implied by the forward-looking statements include, but are not limited to, the following:



| |  |  | our ability to execute our business strategies;
| | - |  | -----------------------------------------------



| |  |  | our ability to successfully execute and complete our restructuring program, including workforce reduction, achievement of cost savings, as well as plant closures
and disposition of assets;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | successful operation of outsourced functions, including information technology and certain financial shared services;
| | - |  | ---------------------------------------------------------------------------------------------------------------------



| |  |  | general economic and political conditions, interest rates, exposure to foreign currency risks and financial market volatility;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------



| |  |  | the vitality of the institutional and industrial cleaning and sanitation market and conditions affecting the industry, including health-related, political and
weather-related;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | restraints on pricing flexibility due to competitive conditions in the professional market;
| | - |  | -------------------------------------------------------------------------------------------



| |  |  | the loss or insolvency of a significant supplier or customer, or the inability of a significant supplier or customer to fulfill their obligations to us;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | effectiveness in managing our manufacturing processes, including our inventory, fixed assets and system of internal control;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------



| |  |  | energy costs, the costs of raw materials and other operating expenses;
| | - |  | ----------------------------------------------------------------------



| |  |  | our ability and the ability of our competitors to introduce new products and technical innovations;
| | - |  | ---------------------------------------------------------------------------------------------------



| |  |  | the costs and effects of complying with laws and regulations relating to the environment and to the manufacture, storage, distribution and labeling of our products;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the occurrence of litigation or claims;
| | - |  | ---------------------------------------



| |  |  | tax, fiscal, governmental and other regulatory policies;
| | - |  | --------------------------------------------------------



| |  |  | the effect of future acquisitions or divestitures or other corporate transactions;
| | - |  | ----------------------------------------------------------------------------------



| |  |  | adverse or unfavorable publicity regarding us or our services;
| | - |  | --------------------------------------------------------------



| |  |  | the loss of, or changes in, executive management or other key personnel;
| | - |  | ------------------------------------------------------------------------



| |  |  | natural and manmade disasters, including acts of terrorism, hostilities, war, and other such events that cause business interruptions or affect our markets; and
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | other factors listed from time to time in reports that we file with the Securities and Exchange Commission (SEC).
| | - |  | -------------------------------------------------------------------------------------------------------------------



i



---

##### Table of Contents

PART I. FINANCIAL INFORMATION



|ITEM 1. | FINANCIAL STATEMENTS
|------- | --------------------

JOHNSONDIVERSEY HOLDINGS, INC.

CONSOLIDATED BALANCE SHEETS

(dollars in thousands, except share data)



|                                                                                                                                    |  |               |           |   |                   |   |           |  
|----------------------------------------------------------------------------------------------------------------------------------- |  | ------------- | --------- | - | ----------------- | - | --------- | -
|                                                                                                                                    |  | April 3, 2009 |           |   | December 31, 2008 |  
|                                                                                                                                    |  | (unaudited)   |           |   |                   |  
|ASSETS                                                                                                                              |  |               |           |   |                   |   |           |  
|Current assets:                                                                                                                     |  |               |           |   |                   |   |           |  
|Cash and cash equivalents                                                                                                           |  | $             | 78,626    |   |                   | $ | 107,923   |  
|Restricted cash                                                                                                                     |  |               | 47,277    |   |                   |   | 49,463    |  
|Accounts receivable, less allowance of $21,392 and $20,487, respectively                                                            |  |               | 490,650   |   |                   |   | 553,170   |  
|Accounts receivable  related parties                                                                                               |  |               | 18,582    |   |                   |   | 17,484    |  
|Inventories                                                                                                                         |  |               | 284,259   |   |                   |   | 255,330   |  
|Deferred income taxes                                                                                                               |  |               | 30,425    |   |                   |   | 29,114    |  
|Other current assets                                                                                                                |  |               | 154,156   |   |                   |   | 136,062   |  
|Current assets of discontinued operations                                                                                           |  |               | 948       |   |                   |   | 1,746     |  
|                                                                                                                                    |  |               |           |   |                   |   |           |  
|Total current assets                                                                                                                |  |               | 1,104,923 |   |                   |   | 1,150,292 |  
|Property, plant and equipment, net                                                                                                  |  |               | 393,988   |   |                   |   | 412,022   |  
|Capitalized software, net                                                                                                           |  |               | 44,917    |   |                   |   | 43,864    |  
|Goodwill                                                                                                                            |  |               | 1,182,443 |   |                   |   | 1,226,014 |  
|Other intangibles, net                                                                                                              |  |               | 219,973   |   |                   |   | 231,590   |  
|Long-term receivables  related parties                                                                                             |  |               | 78,782    |   |                   |   | 79,808    |  
|Other assets                                                                                                                        |  |               | 82,471    |   |                   |   | 65,901    |  
|Non current assets of discontinued operations                                                                                       |  |               | 4,521     |   |                   |   | 5,681     |  
|                                                                                                                                    |  |               |           |   |                   |   |           |  
|Total assets                                                                                                                        |  | $             | 3,112,018 |   |                   | $ | 3,215,172 |  
|                                                                                                                                    |  |               |           |   |                   |   |           |  
|LIABILITIES, CLASS B COMMON STOCK AND STOCKHOLDERS EQUITY                                                                          |  |               |           |   |                   |   |           |  
|Current liabilities:                                                                                                                |  |               |           |   |                   |   |           |  
|Short-term borrowings                                                                                                               |  | $             | 32,220    |   |                   | $ | 26,448    |  
|Current portion of long-term debt                                                                                                   |  |               | 18,765    |   |                   |   | 19,805    |  
|Accounts payable                                                                                                                    |  |               | 329,151   |   |                   |   | 359,032   |  
|Accounts payable  related parties                                                                                                  |  |               | 28,104    |   |                   |   | 28,492    |  
|Accrued expenses                                                                                                                    |  |               | 464,897   |   |                   |   | 460,367   |  
|Current liabilities of discontinued operations                                                                                      |  |               | 3,582     |   |                   |   | 3,746     |  
|                                                                                                                                    |  |               |           |   |                   |   |           |  
|Total current liabilities                                                                                                           |  |               | 876,719   |   |                   |   | 897,890   |  
|Pension and other post-retirement benefits                                                                                          |  |               | 278,758   |   |                   |   | 294,086   |  
|Long-term borrowings                                                                                                                |  |               | 1,413,205 |   |                   |   | 1,424,556 |  
|Long-term payables  related parties                                                                                                |  |               | 29,483    |   |                   |   | 29,920    |  
|Deferred income taxes                                                                                                               |  |               | 77,871    |   |                   |   | 70,927    |  
|Other liabilities                                                                                                                   |  |               | 139,207   |   |                   |   | 130,966   |  
|Non current liabilities of discontinued operations                                                                                  |  |               | 6,621     |   |                   |   | 6,197     |  
|                                                                                                                                    |  |               |           |   |                   |   |           |  
|Total liabilities                                                                                                                   |  |               | 2,821,864 |   |                   |   | 2,854,542 |  
|Commitments and contingencies                                                                                                       |  |               |           |   |                   |   |           |  
|Class B common stock subject to put and call options $0.01 par value; 3,000 shares authorized; 1,960 shares issued and
outstanding |  |               | 457,038   |   |                   |   | 456,875   |  
|Stockholders equity:                                                                                                               |  |               |           |   |                   |   |           |  
|Class A common stock  $0.01 par value; 7,000 shares authorized; 3,920 shares issued and outstanding                                |  |               |          |   |                   |   |          |  
|Capital in excess of par value                                                                                                      |  |               | 85,235    |   |                   |   | 85,344    |  
|Retained deficit                                                                                                                    |  |               | (322,478  | ) |                   |   | (293,806  | )
|Accumulated other comprehensive income                                                                                              |  |               | 70,359    |   |                   |   | 112,217   |  
|                                                                                                                                    |  |               |           |   |                   |   |           |  
|Total stockholders equity (deficit)                                                                                                |  |               | (166,884  | ) |                   |   | (96,245   | )
|                                                                                                                                    |  |               |           |   |                   |   |           |  
|Total liabilities, class B common stock and stockholders equity                                                                    |  | $             | 3,112,018 |   |                   | $ | 3,215,172 |  
|                                                                                                                                    |  |               |           |   |                   |   |           |  

The accompanying notes are an integral part of the consolidated financial statements.



1



---

##### Table of Contents

JOHNSONDIVERSEY HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(dollars in thousands)



|                                                                                 |  |                    |         |   |                |   |         |  
|-------------------------------------------------------------------------------- |  | ------------------ | ------- | - | -------------- | - | ------- | -
|                                                                                 |  | Three Months Ended |        
|                                                                                 |  | April 3, 2009      |         |   | March 28, 2008 |  
|                                                                                 |  | (unaudited)        |        
|Net sales:                                                                       |  |                    |         |   |                |   |         |  
|Net product and service sales                                                    |  | $                  | 698,893 |   |                | $ | 771,380 |  
|Sales agency fee income                                                          |  |                    | 5,719   |   |                |   | 8,457   |  
|                                                                                 |  |                    |         |   |                |   |         |  
|                                                                                 |  |                    | 704,612 |   |                |   | 779,837 |  
|Cost of sales                                                                    |  |                    | 435,265 |   |                |   | 460,424 |  
|                                                                                 |  |                    |         |   |                |   |         |  
|Gross profit                                                                     |  |                    | 269,347 |   |                |   | 319,413 |  
|Selling, general and administrative expenses                                     |  |                    | 235,147 |   |                |   | 268,974 |  
|Research and development expenses                                                |  |                    | 13,671  |   |                |   | 17,530  |  
|Restructuring expenses                                                           |  |                    | 707     |   |                |   | 6,497   |  
|                                                                                 |  |                    |         |   |                |   |         |  
|Operating profit                                                                 |  |                    | 19,822  |   |                |   | 26,412  |  
|Other (income) expense:                                                          |  |                    |         |   |                |   |         |  
|Interest expense                                                                 |  |                    | 36,463  |   |                |   | 37,995  |  
|Interest income                                                                  |  |                    | (1,396  | ) |                |   | (1,915  | )
|Other income, net                                                                |  |                    | (901    | ) |                |   | (799    | )
|                                                                                 |  |                    |         |   |                |   |         |  
|Loss from continuing operations before income taxes                              |  |                    | (14,344 | ) |                |   | (8,869  | )
|Income tax provision                                                             |  |                    | 13,573  |   |                |   | 14,674  |  
|                                                                                 |  |                    |         |   |                |   |         |  
|Loss from continuing operations                                                  |  |                    | (27,917 | ) |                |   | (23,543 | )
|Income (loss) from discontinued operations, net of income taxes of $0 and $1,095 |  |                    | (755    | ) |                |   | 1,807   |  
|                                                                                 |  |                    |         |   |                |   |         |  
|Net loss                                                                         |  | $                  | (28,672 | ) |                | $ | (21,736 | )
|                                                                                 |  |                    |         |   |                |   |         |  

The accompanying notes are an integral part of the consolidated financial statements.



2



---

##### Table of Contents

JOHNSONDIVERSEY HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(dollars in thousands)



|                                                                                                              |  |                    |         |   |                |   |         |  
|------------------------------------------------------------------------------------------------------------- |  | ------------------ | ------- | - | -------------- | - | ------- | -
|                                                                                                              |  | Three Months Ended |        
|                                                                                                              |  | April 3, 2009      |         |   | March 28, 2008 |  
|                                                                                                              |  | (unaudited)        |        
|Cash flows from operating activities:                                                                         |  |                    |         |   |                |   |         |  
|Net loss                                                                                                      |  | $                  | (28,672 | ) |                | $ | (21,736 | )
|Adjustments to reconcile net loss to net cash provided by (used in) operating activities:                     |  |                    |         |   |                |   |         |  
|Depreciation and amortization                                                                                 |  |                    | 21,280  |   |                |   | 27,414  |  
|Amortization of intangibles                                                                                   |  |                    | 4,748   |   |                |   | 5,941   |  
|Amortization of debt issuance costs                                                                           |  |                    | 1,228   |   |                |   | 1,273   |  
|Interest accreted on notes payable                                                                            |  |                    | 12,223  |   |                |   | 11,848  |  
|Interest accrued on long-term receivables  related parties                                                   |  |                    | (714    | ) |                |   | (665    | )
|Deferred income taxes                                                                                         |  |                    | 7,183   |   |                |   | 1,829   |  
|(Gain) loss on disposal of discontinued operations                                                            |  |                    | 153     |   |                |   | (8      | )
|Gain from divestitures                                                                                        |  |                    | (93     | ) |                |   | (2,481  | )
|Gain on property, plant and equipment disposals                                                               |  |                    | (140    | ) |                |   | (136    | )
|Compensation costs associated with a former long-term incentive plan                                          |  |                    | 54      |   |                |   | 100     |  
|Other                                                                                                         |  |                    | (2,655  | ) |                |   | (12,112 | )
|Changes in operating assets and liabilities, net of effects from acquisitions and divestitures of businesses: |  |                    |         |   |                |   |         |  
|Accounts receivable securitization                                                                            |  |                    | (6,100  | ) |                |   | (4,400  | )
|Accounts receivable                                                                                           |  |                    | 50,561  |   |                |   | 47,121  |  
|Inventories                                                                                                   |  |                    | (36,261 | ) |                |   | (34,184 | )
|Other current assets                                                                                          |  |                    | (20,233 | ) |                |   | (7,519  | )
|Accounts payable and accrued expenses                                                                         |  |                    | (8,357  | ) |                |   | (27,077 | )
|Other assets                                                                                                  |  |                    | (18,739 | ) |                |   | 5,311   |  
|Other liabilities                                                                                             |  |                    | 10,637  |   |                |   | (294    | )
|                                                                                                              |  |                    |         |   |                |   |         |  
|Net cash used in operating activities                                                                         |  |                    | (13,897 | ) |                |   | (9,775  | )
|Cash flows from investing activities:                                                                         |  |                    |         |   |                |   |         |  
|Capital expenditures                                                                                          |  |                    | (12,218 | ) |                |   | (19,958 | )
|Expenditures for capitalized computer software                                                                |  |                    | (4,853  | ) |                |   | (2,552  | )
|Proceeds from property, plant and equipment disposals                                                         |  |                    | 561     |   |                |   | 479     |  
|Acquisitions of businesses and other intangibles                                                              |  |                    | (1,144  | ) |                |   |        |  
|Net proceeds from (costs of) divestiture of businesses                                                        |  |                    | (60     | ) |                |   | 67,999  |  
|                                                                                                              |  |                    |         |   |                |   |         |  
|Net cash provided by (used in) investing activities                                                           |  |                    | (17,714 | ) |                |   | 45,968  |  
|Cash flows from financing activities:                                                                         |  |                    |         |   |                |   |         |  
|Proceeds from short-term borrowings, net                                                                      |  |                    | 7,047   |   |                |   | 6,636   |  
|Payment of debt issuance costs                                                                                |  |                    |        |   |                |   | (123    | )
|                                                                                                              |  |                    |         |   |                |   |         |  
|Net cash provided by financing activities                                                                     |  |                    | 7,047   |   |                |   | 6,513   |  
|Effect of exchange rate changes on cash and cash equivalents                                                  |  |                    | (4,733  | ) |                |   | 1,238   |  
|                                                                                                              |  |                    |         |   |                |   |         |  
|Change in cash and cash equivalents                                                                           |  |                    | (29,297 | ) |                |   | 43,944  |  
|Beginning balance                                                                                             |  |                    | 107,923 |   |                |   | 97,176  |  
|                                                                                                              |  |                    |         |   |                |   |         |  
|Ending balance1                                                                                               |  | $                  | 78,626  |   |                | $ | 141,120 |  
|                                                                                                              |  |                    |         |   |                |   |         |  
|Supplemental cash flows information                                                                           |  |                    |         |   |                |   |         |  
|Cash paid during the period:                                                                                  |  |                    |         |   |                |   |         |  
|Interest                                                                                                      |  | $                  | 50,837  |   |                | $ | 7,048   |  
|Income taxes                                                                                                  |  |                    | 4,562   |   |                |   | 8,078   |  
|Non-financing activities:                                                                                     |  |                    |         |   |                |   |         |  
|Contribution from Holdco associated with a former long-term incentive plan                                    |  | $                  | 54      |   |                | $ | 100     |  



|1 | Includes cash and cash equivalents for discontinued operations of $231 at March 28, 2008.
|- | -----------------------------------------------------------------------------------------

The accompanying notes are an integral part of the consolidated financial statements.



3



---

##### Table of Contents

JOHNSONDIVERSEY HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

April 3, 2009

(Unaudited)



|1. | Description of the Company
|-- | --------------------------

JohnsonDiversey
Holdings, Inc. (Holdings or the Company) directly owns all of the shares of JohnsonDiversey, Inc. (JDI), except for one share which is owned by S.C. Johnson & Son, Inc. (SCJ). The Company is a
holding company and its sole business interest is the ownership and control of JDI and its subsidiaries. JDI is a leading global marketer and manufacturer of cleaning, hygiene, operational efficiency and appearance enhancing products and equipment,
and related services for the institutional and industrial cleaning and sanitation markets.



|2. | Basis of Presentation
|-- | ---------------------

The accompanying
unaudited consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (U.S. GAAP) for interim financial information and pursuant to the rules and regulations of the SEC.
Accordingly, they do not include all of the information and footnotes required for complete financial statements. The first quarter ended April 3, 2009 consisted of 13 weeks and 2 days, while the prior years first quarter ended
March 28, 2008 consisted of exactly 13 weeks. The additional 2 calendar days is a consequence of the Companys change in fiscal year in 2008 from the Friday nearest December 31 to December 31. In the opinion of management, all
normal recurring adjustments considered necessary to present fairly the financial position of the Company as of April 3, 2009 and its results of operations for the quarter ended April 3, 2009 and cash flows for the quarter ended
April 3, 2009 have been included. The results of operations for the quarter ended April 3, 2009 are not necessarily indicative of the results to be expected for the full fiscal year. It is recommended that the accompanying consolidated
financial statements be read in conjunction with the audited consolidated financial statements and notes thereto included in the Companys annual report on Form 10-K for the fiscal year ended December 31, 2008.

Reclassifications

Except where noted, the
consolidated financial statements and related notes, excluding the consolidated statements of cash flows, reflect the results of continuing operations excluding the divestiture of DuBois Chemicals (DuBois) and the Polymer Business
segment (Polymer Business) (see Note 7).

The Company has accounted for the divestiture of DuBois, which occurred in September
2008, as a discontinued operation, resulting in the reclassification of certain prior period amounts in the accompanying consolidated statements of operations and consolidated balance sheets (see Note 7). The reclassification had no effect on net
loss reported for any period.

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of JohnsonDiversey, Inc. and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated on consolidation.

Use of Estimates

The preparation of
financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial
statements, and the reported amounts of revenues and expenses during the reporting period.

We use estimates and assumptions in accounting
for the following significant matters, among others:



| |  |  | Allowances for doubtful accounts
| | - |  | --------------------------------



| |  |  | Inventory valuation and allowances
| | - |  | ----------------------------------



| |  |  | Valuation of acquired assets and liabilities
| | - |  | --------------------------------------------



| |  |  | Useful lives of property and equipment and intangible assets
| | - |  | ------------------------------------------------------------



| |  |  | Goodwill and other long-lived asset impairment
| | - |  | ----------------------------------------------



| |  |  | Contingencies
| | - |  | -------------



| |  |  | Accounting for income taxes
| | - |  | ---------------------------



4



---

##### Table of Contents

JOHNSONDIVERSEY HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

April 3, 2009

(Unaudited)



Actual results may differ from previously estimated amounts, and such differences may be material to
our consolidated financial statements. We periodically review estimates and assumptions, and the effects of revisions are reflected in the period in which the revision is made. No significant revisions to estimates or assumptions were made during
the periods presented in the accompanying consolidated financial statements.

Unless otherwise indicated, all monetary amounts, except for
share data, are stated in thousand dollars.



|3. | Recent Accounting Pronouncements
|-- | --------------------------------

In April
2009, the Financial Accounting Standards Board (FASB) issued FASB Staff Position (FSP) FAS 157-4, Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and
Identifying Transactions That Are Not Orderly (FSP FAS 157-4).This FSP provides additional guidance for estimating fair value in accordance with FASB Statement No. 157, Fair Value Measurements(SFAS
157), when the volume and level of activity for the asset or liability have significantly decreased. In the Boards view, a significant decrease in the volume and level of activity for the asset or liability is an indication that
transactions or quoted prices may not be determinative of fair value because in such market conditions there may be increased instances of transactions that are not orderly. In those circumstances, further analysis of transactions or quoted prices
is needed, and a significant adjustment to the transactions or quoted prices may be necessary to estimate fair value in accordance with SFAS 157. This requires an entity to disclose a change in valuation technique resulting from the application of
this FSP and to quantify its effects, if practicable. FSP FAS 157-4 applies to all fair value measurements when appropriate. FSP FAS 157-4 must be applied prospectively and retrospective application is not permitted. FSP FAS 157-4 is effective for
interim and annual periods ending after June 15, 2009, with early adoption permitted for periods ending after March 15, 2009. The Company has not early adopted this FSP.The adoption of this statement is not expected to have a
material effect on the Companys financial position or results of operations or cash flows.

In April 2009, the FASB issued FSP FAS
107-1 and APB 28-1, Interim Disclosures about Fair Value of Financial Instruments (FSP FAS 107-1 and APB 28-1). This FSP amends FASB Statement No. 107, Disclosures about Fair Value of Financial Instruments
(SFAS 107), to require an entity to provide disclosures about fair value of financial instruments in interim financial information. This FSP also amends APB Opinion No. 28, Interim Financial Reporting, to require those
disclosures in summarized financial information at interim reporting periods. Under this FSP, a publicly traded company shall include disclosures about the fair value of its financial instruments whenever it issues summarized financial information
for interim reporting periods. In addition, an entity shall disclose in the body or in the accompanying notes of its summarized financial information for interim reporting periods and in its financial statements for annual reporting periods the fair
value of all financial instruments for which it is practicable to estimate that value, whether recognized or not recognized in the statement of financial position, as required by SFAS 107. FSP FAS 107-1 and APB 28-1 are effective for interim periods
ending after June 15, 2009, with early adoption permitted for periods ending after March 15, 2009. The company did not early adopt this FSP.The adoption of this statement is not expected to have a material effect on the
Companys financial position or results of operations or cash flows.

In December 2008, the FASB issued FSP FAS 132(R)-1,
Employers Disclosures about Postretirement Benefit Plan Assets(FSP 132(R)-1), as an amendment to SFAS No. 132 (revised 2003), to require additional disclosures about assets held in an employers pension and other
postretirement benefit plans. FSP 132(R)-1 is effective for fiscal years ending after December 15, 2009. The Company is currently evaluating the effects that FSP 132(R)-1 may have on its financial statements.

In November 2008, the SEC issued a proposed roadmap regarding the potential use of International Financial Reporting Standards (IFRS) for the
preparation of financial statements by U.S. registrants. IFRS are standards and interpretations adopted by the International Accounting Standards Board. Under the proposed roadmap, we would be required to prepare financial statements in accordance
with IFRS in fiscal 2016, including comparative information also prepared under IFRS for fiscal 2014 and fiscal 2015. The SEC is expected to make a determination in 2011 regarding the mandatory adoption of IFRS. The Company is currently assessing
the potential impact of IFRS on our financial statements, including early adoption of IFRS, and will continue to review developments with respect to the proposed roadmap.



5



---

##### Table of Contents

JOHNSONDIVERSEY HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

April 3, 2009

(Unaudited)



In April 2008, the FASB issued FSP FAS 142-3, Determination of the Useful Life of Intangible
Assets (FSP 142-3). FSP 142-3 amends the factors to be considered in determining the useful life of intangible assets. Its intent is to improve the consistency between the useful life of an intangible asset and the period of expected
cash flows used to measure its fair value by allowing an entity to consider its own historical experience in renewing or extending the useful life of a recognized intangible asset. FSP 142-3 is effective for fiscal years beginning after
December 15, 2008. Early adoption was prohibited. The adoption of FSP 142-3 in 2009 did not have any impact on the Companys financial condition, results of operations or cash flows.

In March 2008, the FASB issued SFAS No. 161, Disclosures about Derivative Instruments and Hedging Activities  an Amendment of
FASB Statement No. 133 (SFAS 161). SFAS 161 requires companies to provide enhanced disclosures about the objectives and strategies for using derivatives, quantitative data about the fair value of and gains and losses
on derivative contracts, and details of credit-risk-related contingent features in their hedged positions. The statement also requires companies to disclose more information about the location and amounts of derivative instruments in financial
statements, how derivatives and related hedges are accounted for under SFAS 133, Accounting for Derivative Instruments and Hedging Activities and how the hedges affect the entitys financial condition, results of operations and
cash flows.SFAS 161 is effective prospectively for fiscal years and interim periods beginning after November 15, 2008, which, for the Company, is fiscal year 2009. The disclosure requirements of SFAS 161 are presented in Note 14 to
the consolidated financial statements.

In December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in Consolidated
Financial Statements (SFAS 160), an amendment of ARB No. 51. SFAS 160 requires that ownership interests in subsidiaries held by parties other than the parent, and the amount of consolidated net income, be clearly identified,
labeled, and presented in the consolidated financial statements within equity, but separate from the parents equity. It also requires that once a subsidiary is deconsolidated, any retained noncontrolling equity investment in the former
subsidiary be initially measured at fair value. Sufficient disclosures are required to clearly identify and distinguish between the interests of the parent and the interests of the noncontrolling owners. The provisions of SFAS 160 must be applied
retrospectively upon adoption. The provisions of SFAS 160 are effective for the fiscal year beginning on or after December 15, 2008, which, for the Company, is fiscal year 2009. The adoption of SFAS 160 in 2009 did not have any impact on the
Companys financial condition, results of operations or cash flows.

In December 2007, the FASB issued SFAS No. 141(R),
Business Combinations (SFAS 141(R)), which replaces SFAS No. 141, Business Combinations (SFAS 141). SFAS 141(R) retains the underlying concepts of SFAS 141 in that all business combinations are still
required to be accounted for at fair value under the acquisition method of accounting, but SFAS 141(R) changed the method of applying the acquisition method in a number of significant aspects. Acquisition costs will generally be expensed as
incurred; noncontrolling interests will be valued at fair value at the acquisition date; in-process research and development will be recorded at fair value as an indefinite-lived intangible asset at the acquisition date; restructuring costs
associated with a business combination will generally be expensed subsequent to the acquisition date; and changes in deferred tax asset valuation allowances and income tax uncertainties after the acquisition date generally will affect income tax
expense. SFAS 141(R) is effective on a prospective basis for all business combinations for which the acquisition date is on or after the beginning of the first annual period subsequent to December 15, 2008, with the exception of the accounting
for valuation allowances on deferred taxes and acquired tax contingencies. SFAS 141(R) amends SFAS 109 such that adjustments made to valuation allowances on deferred taxes and acquired tax contingencies associated with acquisitions that closed prior
to the effective date of SFAS 141(R) would also apply the provisions of SFAS 141(R). Early adoption is not permitted. The provisions of SFAS 141(R) are effective for the fiscal year beginning on or after December 15, 2008, which, for the
Company, is fiscal year 2009. The adoption of SFAS 141(R) in 2009 did not have any impact on the Companys financial condition, results of operations or cash flows.



6



---

##### Table of Contents

JOHNSONDIVERSEY HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

April 3, 2009

(Unaudited)



In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements (SFAS
157). SFAS 157 defines fair value, establishes a framework for measuring fair value in accordance with generally accepted accounting principles, and expands disclosures about fair value measurements. Relative to SFAS 157, the FASB issued FSP157-2,
which delayed the effective date of SFAS 157 for one year for certain nonfinancial assets and nonfinancial liabilities, except those that are recognized or disclosed at fair value in the financial statements on a recurring basis. The Company adopted
SFAS 157 at the beginning of fiscal year 2008, as it pertains to financial assets and liabilities and for nonfinancial assets and liabilities that are remeasured at least annually, and, at the beginning of fiscal year 2009 as it pertains to
nonfinancial assets and nonfinancial liabilities. The adoption of SFAS 157 did not have any significant effect on the Companys financial condition, results of operations or cash flows. See Note 15 to the consolidated financial statements for
further discussion.



|4. | Master Sales Agency Terminations and Umbrella Agreement
|-- | -------------------------------------------------------

In connection with the May 2002 acquisition of the DiverseyLever business, the Company entered into a master sales agency agreement (the Sales Agency Agreement) with Unilever, whereby the Company acts as
an exclusive sales agent in the sale of Unilevers consumer branded products to various institutional and industrial end-users. At acquisition, the Company assigned an intangible value to the Sales Agency Agreement of $13,000.

An agency fee is paid by Unilever to the Company in exchange for its sales agency services. An additional fee is payable by Unilever to the Company in
the event that conditions for full or partial termination of the Sales Agency Agreement are met. The Company elected, and Unilever agreed, to partially terminate the Sales Agency Agreement in several territories resulting in payment by Unilever to
the Company of additional fees. In association with the partial terminations, the Company recognized sales agency fee income of $148 and $185 during the three months ended April 3, 2009 and March 28, 2008, respectively.

In October 2007, the Company and Unilever agreed on an Umbrella Agreement (the Umbrella), to replace the previous Sales Agency Agreement,
which includes; i) a new agency agreement with terms similar to the previous Sales Agency Agreement, covering Ireland, the United Kingdom, Portugal and Brazil, and ii) a Master Sub-License Agreement (the License Agreement) under which
Unilever has agreed to grant 31 of the Companys subsidiaries a license to produce and sell professional size packs of Unilevers consumer branded cleaning products. The entities covered by the License Agreement will also enter agreements
with Unilever to distribute Unilevers consumer branded products. Except for some transitional arrangements in certain countries, the Umbrella became effective January 1, 2008, and, unless otherwise terminated or extended, will expire on
December 31, 2017.

Under the License Agreement, the Company recorded net product and service sales of $31,928 and $35,048 during the
three months ended April 3, 2009 and March 28, 2008, respectively.



|5. | Acquisitions
|-- | ------------

In June 2008, JDI purchased
certain intangible assets relating to a cleaning technology for an aggregate purchase price of $8,020. The purchase price includes a $1,000 non-refundable deposit made in July 2007; $5,020 paid at closing; and $2,000 of future payments that are
contingent upon, among other things, achieving commercial production. Assets acquired include primarily intangible assets, consisting of trademarks, patents, technological know-how, customer relationships and a non-compete agreement. The Company
paid the sellers $1,000 in both September 2008 and December 2008 having met certain contingent requirements.

In conjunction with the
acquisition, the Company and the sellers entered into a consulting agreement, under which the Company is required to pay to the sellers $1,000 in fiscal 2009 and $1,000 in fiscal 2010, subject to certain conditions. The Company paid the sellers $500
in January 2009, as the sellers met certain contingent requirements.



7



---

##### Table of Contents

JOHNSONDIVERSEY HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

April 3, 2009

(Unaudited)



|6. | Divestitures
|-- | ------------

In December 2007, in
conjunction with its November 2005 Plan (see Note 11), the Company executed a sales agreement for its Auto-Chlor Master Franchise and substantially all of its remaining Auto-Chlor branch operations in North America, a business that marketed and sold
low-energy dishwashing systems, kitchen chemicals, laundry and housekeeping products and services to foodservice, lodging, healthcare, and institutional customers, for $69,800.

The sales agreement was subject to the approval of the Companys Board of Directors and Unilever consent, both of which the Company considered
necessary in order to meet held for sale criteria under SFAS No. 144 Accounting for Asset Impairment. Accordingly, these assets were classified as held and used as of December 28, 2007. The
Company obtained approval from its Board of Directors and consent from Unilever in January 2008.

The transaction closed on
February 29, 2008, resulting in a net book gain of approximately $1,292 after taxes and related costs, of which $2,481 was recorded in the three months ended March 28, 2008. The gain associated with these divestiture activities is included
as a component of selling, general and administrative expenses in the consolidated statements of operations. During the three months ended April 3, 2009, the Company recorded an adjustment to closing costs, increasing the gain by $93. The gain
is subject to additional adjustment relating to potential pension-related settlement charges.

Net sales associated with these businesses
were approximately $9,882 for the three months ended March 28, 2008.



|7. | Discontinued Operations
|-- | -----------------------

DuBois Chemicals

On September 26, 2008, JDI and JohnsonDiversey Canada, Inc., a wholly-owned subsidiary of JDI, sold substantially all of the assets of DuBois
Chemicals (DuBois) to DuBois Chemicals, Inc. and DuBois Chemicals Canada, Inc., subsidiaries of The Riverside Company (collectively, Riverside) for approximately $69,700, of which, $5,000 was escrowed subject to meeting
fiscal year 2009 performance measures and $1,000 was escrowed subject to resolution of certain environmental representations by JDI. The purchase price was also subject to certain post-closing adjustments that were based on net working capital
targets. Finalization of this adjustment in the first quarter of 2009 did not require any purchase price adjustment. JDI and Riverside are expected to finalize the environmental related adjustments during the second quarter of 2009 and the
performance related adjustments during the second quarter of 2010.

DuBois is a North American based manufacturer and marketer of specialty
chemicals, control systems and related services primarily for use by industrial manufacturers. DuBois was a non-core asset of JDI and a component of the North American business segment. The sale resulted in a gain of approximately $14,744 ($6,211
after tax) being recorded in the fiscal year ended December 31, 2008, net of related costs. The Company recorded $144 of additional one-time costs for the three months ended April 3, 2009. The gain is subject to additional post-closing
adjustments including evaluation of potential pension related settlement related charges.

Net sales from discontinued operations relating
to DuBois were $23,557 (including $2,352 of intercompany sales) for the three month period ended March 28, 2008.



8



---

##### Table of Contents

JOHNSONDIVERSEY HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

April 3, 2009

(Unaudited)



Income from discontinued operations for the three months ended April 3, 2009 and March 28,
2008 were comprised of the following:



|                                                                    |  |                    |      |   |                |   |       |  
|------------------------------------------------------------------- |  | ------------------ | ---- | - | -------------- | - | ----- | -
|                                                                    |  | Three Months Ended |     
|                                                                    |  | April 3, 2009      |      |   | March 28, 2008 |  
|Income from discontinued operations before taxes and gain from sale |  | $                  |     |   |                | $ | 2,358 |  
|Taxes on discontinued operations                                    |  |                    |     |   |                |   | (881  | )
|Loss on sale of discontinued operations before taxes                |  |                    | (144 | ) |                |   |      |  
|Taxes on gain from sale of discontinued operations                  |  |                    |     |   |                |   |      |  
|                                                                    |  |                    |      |   |                |   |       |  
|Income (loss) from discontinued operations                          |  | $                  | (144 | ) |                | $ | 1,477 |  
|                                                                    |  |                    |      |   |                |   |       |  

Polymer Business

On June 30, 2006, Johnson Polymer, LLC (JP) and JohnsonDiversey Holdings II B.V. (Holdings II), an indirectly owned subsidiary of JDI, completed the sale of substantially all of the assets
of JP, certain of the equity interests in, or assets of certain JP subsidiaries and all of the equity interests owned by Holdings II in Johnson Polymer B.V. (collectively, the Polymer Business) to BASF Aktiengesellschaft
(BASF) for approximately $470,000 plus an additional $8,119 in connection with the parties estimate of purchase price adjustments that are based upon the closing net asset value of the Polymer Business. Further, BASF paid the
Company $1,500 for the option to extend the tolling agreement by up to six months. In December 2006, the Company and BASF finalized purchase price adjustments related to the net asset value and the Company received an additional $4,062. The Polymer
Business developed, manufactured and sold specialty polymers for use in the industrial print and packaging industry, industrial paint and coatings industry and industrial plastics industry. The Polymer Business was a non-core asset of the Company
and had been reported as a separate business segment. During the fiscal year ended December 29, 2006, the Company recorded an estimated gain of $352,907 ($256,693 after tax), net of related costs.

During the fiscal year ended December 28, 2007, the Company finalized and paid certain pension related adjustments, adjusted net assets disposed and
recorded additional closing costs, reducing the gain by $1,742 ($305 after tax gain). During the fiscal year ended December 31, 2008, the Company recorded and refined additional closing costs, reducing the gain by $192 ($226 after tax loss) of
which the Company had recorded an increased gain of $7 ($8 after tax) in the three months ended March 28, 2008. During the three months ended April 3, 2009, the Company recorded and refined additional closing costs reducing the gain by $9
($9 after tax). Further adjustments are not expected to be significant.

The Company recorded income (loss) from discontinued operations,
net of tax, relating to the tolling agreement of ($602) and $322, during the three months ended April 3, 2009 and March 28, 2008, respectively.



|8. | Accounts Receivable Securitization
|-- | ----------------------------------

JDI and
certain of its subsidiaries entered into an agreement (the Receivables Facility) whereby they sell, on a continuous basis, certain trade receivables to JWPR Corporation (JWPRC), a wholly-owned, consolidated, special purpose,
bankruptcy-remote subsidiary of JDI. JWPRC was formed for the sole purpose of buying and selling receivables generated by JDI and certain of its subsidiaries party to the Receivables Facility. JWPRC, in turn, sells an undivided interest in the
accounts receivable to a nonconsolidated financial institution (the Conduit) for an amount equal to the value of all eligible receivables (as defined under the receivables sale agreement between JWPRC and the Conduit) less the applicable
reserve.

The total potential for securitization of trade receivables under this program at April 3, 2009 and December 31, 2008
was $75,000. In December 2008, the Receivables facility was amended and restated to include the Companys Canadian subsidiary and to extend the maturity of the agreement to December 2009.



9



---

##### Table of Contents

JOHNSONDIVERSEY HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

April 3, 2009

(Unaudited)



As of April 3, 2009 and December 31, 2008, the Conduit held $37,600 and $43,700,
respectively, of accounts receivable that are not included in the accounts receivable balance reflected in the Companys consolidated balance sheet.

As of April 3, 2009 and December 31, 2008, JDI had a retained interest of $84,752 and $74,712, respectively, in the receivables of JWPRC. The retained interest is included in the accounts receivable balance
and is reflected in the consolidated balance sheet at estimated fair value.



|9. | Income Taxes
|-- | ------------

For the fiscal year ending
December 31, 2009, the Company is projecting an effective income tax rate on income from continuing operations of approximately 250%. The projected effective income tax rate for the fiscal year exceeds the statutory income tax rate primarily as
a result of increased valuation allowances against net deferred tax assets in certain jurisdictions and increases in reserves for uncertain tax positions.

The Company reported an effective income tax rate of -94.6% on pre-tax loss from continuing operations for the three month period ended April 3, 2009. When compared to the estimated annual effective income tax
rate, the negative effective income tax rate on the pre-tax loss for the three month period ended April 3, 2009 is higher primarily due to actual pacing of pre-tax income (loss) and income tax expense (benefit) in certain key jurisdictions. For
example, the pre-tax loss from continuing operations for the three month period ended April 3, 2009 includes a relatively high proportion of the projected U.S. annual pre-tax loss from continuing operations, for which no income tax benefit is
claimed due to the U.S. valuation allowance.

The Company reported no income tax benefit on the pre-tax loss from discontinued operations
for the three month period ended April 3, 2009. The effective income tax rate is lower than the statutory income tax rate because no income tax benefit is claimed due to the U.S. valuation allowance.

The Company is projecting a charge to income tax expense of approximately $12,900 for the 2009 fiscal year related to uncertain income tax positions,
primarily related to certain intercompany transactions. As of December 31, 2009, the Company is projecting total unrecognized tax benefits for uncertain tax positions of $133,100, including positions impacting only the timing of tax benefits,
of which $44,800, if recognized, would favorably affect the effective income tax rate in future periods (after considering the impact of valuation allowances). As of December 31, 2009, the Company is projecting accrued interest and penalties of
$18,300 related to unrecognized tax benefits, of which $3,800 is expected to be recorded as income tax expense during the fiscal year ending December 31, 2009.

The Company is currently under audit by various state and international tax authorities. Based on the anticipated outcomes of these tax audits and the potential lapse of statutes of limitation, it is reasonably
possible there could be a reduction of $19,400 in unrecognized tax benefits during the next twelve months.



|10. | Inventories
|--- | -----------

The components of inventories
are summarized as follows:



|                             |  |               |         |                   |   |        
|---------------------------- |  | ------------- | ------- | ----------------- | - | -------
|                             |  | April 3, 2009 |         | December 31, 2008
|Raw materials and containers |  | $             | 65,658  |                   | $ | 57,832 
|Finished goods               |  |               | 218,601 |                   |   | 197,498
|                             |  |               |         |                   |   |        
|Total inventories            |  | $             | 284,259 |                   | $ | 255,330
|                             |  |               |         |                   |   |        

Inventories are stated in the consolidated balance sheets net of allowance for excess and obsolete
inventory of $22,676 and $22,726 on April 3, 2009 and December 31, 2008, respectively.



10



---

##### Table of Contents

JOHNSONDIVERSEY HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

April 3, 2009

(Unaudited)



|11. | Restructuring Liabilities
|--- | -------------------------

November 2005 Restructuring
Program

On November 7, 2005, the Companys Board of Directors approved a restructuring program (November 2005
Plan), which will take the remainder of 2009 to implement, and includes a redesign of the Companys organization structure, the closure of a number of manufacturing and other facilities and a workforce reduction of approximately 10%, in
addition to previously planned divestitures. In addition to the divestiture of the Polymer Business and DuBois (see Note 7), the Company is considering the potential divestiture of, or exit from, certain other non-core or underperforming businesses.

In connection with the November 2005 Plan, the Company recognized liabilities of $707 for the involuntary termination of 35 employees
during the three months ended April 3, 2009, most of which are associated with the European business segment. The Company recognized liabilities of $6,497 for the three months ended March 28, 2008 for the involuntary termination of 130
employees, most of which was associated with the Japanese business segment.

The activities associated with the November 2005 Plan for the
three months ended April 3, 2009 were as follows:



|                                                 |  |                  |         |   |       |   |       |       |  |   |         |  
|------------------------------------------------ |  | ---------------- | ------- | - | ----- | - | ----- | ----- |  | - | ------- | -
|                                                 |  | Employee-Related |         |   | Other |   |       | Total | 
|Liability balances as of December 31, 2008       |  | $                | 57,121  |   |       | $ | 2,949 |       |  | $ | 60,070  |  
|Liability recorded as restructuring expense, net |  |                  | 707     |   |       |   |      |       |  |   | 707     |  
|Cash paid1                                       |  |                  | (10,362 | ) |       |   | (39   | )     |  |   | (10,401 | )
|                                                 |  |                  |         |   |       |   |       |       |  |   |         |  
|Liability balances as of April 3, 2009           |  | $                | 47,466  |   |       | $ | 2,910 |       |  | $ | 50,376  |  
|                                                 |  |                  |         |   |       |   |       |       |  |   |         |  



|1 | Cash paid is increased by $168 due to the effects of foreign exchange.
|- | ----------------------------------------------------------------------

In connection with the November 2005 Plan, the Company recorded long-lived asset impairment charges of $0 and $3,219 for the three months ended
April 3, 2009 and March 28, 2008, respectively. The impairment charges are included in selling, general and administrative costs.

Total plan-to-date expense, net associated with the November 2005 Plan, by reporting segment is summarized as follows:



|              |  |                   |               |                    |   |                |   |  |   |       |  
|------------- |  | ----------------- | ------------- | ------------------ | - | -------------- | - |  | - | ----- | -
|              |  | Total PlanTo-Date |               | Three Months Ended |  
|              |  |                   | April 3, 2009 |                    |   | March 28, 2008 |  
|North America |  | $                 | 34,152        |                    | $ | 58             |   |  | $ | 789   |  
|Europe        |  |                   | 124,940       |                    |   | 921            |   |  |   | (567  | )
|Japan         |  |                   | 11,827        |                    |   | 148            |   |  |   | 5,043 |  
|Latin America |  |                   | 5,658         |                    |   | 29             |   |  |   | 387   |  
|Asia Pacific  |  |                   | 1,744         |                    |   |               |   |  |   | 43    |  
|Other         |  |                   | 26,138        |                    |   | (449           | ) |  |   | 802   |  
|              |  |                   |               |                    |   |                |   |  |   |       |  
|              |  | $                 | 204,459       |                    | $ | 707            |   |  | $ | 6,497 |  
|              |  |                   |               |                    |   |                |   |  |   |       |  

In December 2008, the Company transferred $49,463 to irrevocable trusts for the settlement of
certain obligations associated with the November 2005 Restructuring Plan, a majority of which it expects to utilize during fiscal year 2009. The Company classified the trust balances as restricted cash on its April 3, 2009 and December 31,
2008 consolidated balance sheets.



11



---

##### Table of Contents

JOHNSONDIVERSEY HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

April 3, 2009

(Unaudited)



|12. | Other Income, Net
|--- | -----------------

The components of other
income, net in the consolidated statements of operations are as follows:



|                                         |  |                    |        |   |                |   |         |  
|---------------------------------------- |  | ------------------ | ------ | - | -------------- | - | ------- | -
|                                         |  | Three Months Ended |       
|                                         |  | April 3, 2009      |        |   | March 28, 2008 |  
|Foreign currency translation (gain) loss |  | $                  | 4,123  |   |                | $ | (11,307 | )
|Forward contracts (gain) loss            |  |                    | (5,064 | ) |                |   | 10,297  |  
|Other, net                               |  |                    | 40     |   |                |   | 211     |  
|                                         |  |                    |        |   |                |   |         |  
|                                         |  | $                  | (901   | ) |                | $ | (799    | )
|                                         |  |                    |        |   |                |   |         |  



|13. | Defined Benefit Plans and Other Post-Employment Benefit Plans
|--- | -------------------------------------------------------------

The components of net periodic benefit costs for the Companys defined benefit pension plans and other post-employment benefit plans for the three months ended April 3, 2009 and March 28, 2008 are as
follows:



|                                                           |  |                                                  |        |   |                |   |         |  
|---------------------------------------------------------- |  | ------------------------------------------------ | ------ | - | -------------- | - | ------- | -
|                                                           |  | Defined Pension BenefitsThree Months
Ended       |       
|                                                           |  | April 3, 2009                                    |        |   | March 28, 2008 |  
|Service cost                                               |  | $                                                | 3,320  |   |                | $ | 6,715   |  
|Interest cost                                              |  |                                                  | 8,344  |   |                |   | 10,240  |  
|Expected return on plan assets                             |  |                                                  | (8,151 | ) |                |   | (11,364 | )
|Amortization of net loss                                   |  |                                                  | 2,207  |   |                |   | 1,202   |  
|Amortization of transition obligation                      |  |                                                  | 55     |   |                |   | 63      |  
|Amortization of prior service credit                       |  |                                                  | (214   | ) |                |   | (230    | )
|Curtailments, settlements and special termination benefits |  |                                                  |       |   |                |   | 45      |  
|                                                           |  |                                                  |        |   |                |   |         |  
|Net periodic pension cost                                  |  | $                                                | 5,561  |   |                | $ | 6,671   |  
|                                                           |  |                                                  |        |   |                |   |         |  
|                                                           | 
|                                                           |  | Other Post-Employment BenefitsThree Months Ended |       
|                                                           |  | April 3, 2009                                    |        |   | March 28, 2008 |  
|Service cost                                               |  | $                                                | 429    |   |                | $ | 517     |  
|Interest cost                                              |  |                                                  | 1,259  |   |                |   | 1,296   |  
|Amortization of net loss                                   |  |                                                  | 22     |   |                |   | 68      |  
|Amortization of prior service credit                       |  |                                                  | (50    | ) |                |   | (48     | )
|Curtailments and settlements                               |  |                                                  |       |   |                |   | 44      |  
|                                                           |  |                                                  |        |   |                |   |         |  
|Net periodic benefit cost                                  |  | $                                                | 1,660  |   |                | $ | 1,877   |  
|                                                           |  |                                                  |        |   |                |   |         |  

The Company made contributions to its defined benefit pension plans of $10,161 and 11,202, during
the three months ended April 3, 2009 and March 28, 2008, respectively



|14. | Financial Instruments
|--- | ---------------------

The Company sells its
products in more than 160 countries and approximately 80% of the Companys revenues are generated outside North America. The Companys activities expose it to a variety of market risks, including the effects of changes in foreign currency
exchange rates and interest rates. These financial risks are monitored and managed by the Company as an integral part of its overall risk management program.



12



---

##### Table of Contents

JOHNSONDIVERSEY HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

April 3, 2009

(Unaudited)



The Company maintains a foreign currency risk management strategy that uses derivative instruments
(foreign currency forward contracts) to protect its interests from fluctuations in earnings and cash flows caused by the volatility in currency exchange rates. Movements in foreign currency exchange rates pose a risk to the Companys operations
and competitive position, since exchange rate changes may affect the profitability and cash flow of the Company, and business and/or pricing strategies of competitors.

Certain of the Companys foreign business unit sales and purchases are denominated in the customers or vendors local currency. The Company purchases foreign currency forward contracts as hedges of
foreign currency denominated receivables and payables and as hedges of forecasted foreign currency denominated sales and purchases. These contracts are entered into to protect against the risk that the future dollar-net-cash inflows and outflows
resulting from such sales, purchases, firm commitments or settlements will be adversely affected by changes in exchange rates.

At
April 3, 2009, JDI held 34 foreign currency forward contracts as hedges of foreign currency denominated receivables and payables with aggregate notional amounts of $267,210. Because the terms of such contracts are primarily less than three
months, JDI did not elect hedge accounting treatment for these contracts. JDI records the changes in the fair value of those contracts within other (income) expense, net, in the consolidated statements of operations. Total net realized and
unrealized (gains) losses recognized on these contracts was ($5,064) during the three month period ended April 3, 2009.

As of
April 3, 2009, JDI held 81 foreign currency forward contracts as hedges of forecasted foreign currency denominated sales and purchases with aggregate notional amounts of $28,970. The maximum length of time over which JDI typically hedges cash
flow exposures is twelve months. To the extent that these contracts are designated and qualify as cash flow hedging instruments, the effective portion of the gain or loss on the derivative instrument is recorded in other comprehensive income and
reclassified as a component to net income (loss) in the same period or periods during which the hedged transaction affects earnings. Net unrealized gains on cash flow hedging instruments of $724 were included in accumulated other comprehensive
income, net of tax, at April 3, 2009. There was no ineffectiveness related to cash flow hedging instruments during the three months ended April 3, 2009. Unrealized gains and losses existing at April 3, 2009, which are expected to be
reclassified into the consolidated statements of operations from other comprehensive income during the next year, are not expected to be significant.

JDI is currently party to four interest rate swaps with expiration dates of May 2009 and May 2010. These swaps were purchased to hedge the Companys floating interest rate exposure on term loan B with a final
maturity of December 2011. Under the terms of these swaps, the Company pays fixed rates of 4.825%, 4.845%, 4.9% and 5.26% and receives three-month LIBOR on the notional amount for the life of the swaps. There was no ineffectiveness related to these
swaps during the three months ended April 3, 2009.

All interest rate swaps are designated and qualify as cash flows hedging
instruments and, therefore, the effective portion of the gain or loss on the derivative instrument is recorded in other comprehensive income and reclassified as a component to net income (loss) in the same period or periods during which the hedged
exposure (interest) affects earnings. The net unrealized loss included in accumulated other comprehensive income, net of tax, was $5,740 for the three months ended April 3, 2009.



13



---

##### Table of Contents

JOHNSONDIVERSEY HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

April 3, 2009

(Unaudited)



At April 3, 2009 the location and fair value amounts of derivative instruments is as follows:



|                                                                      |  |                                |  |                                    |       |                        |                   |            |   |       
|--------------------------------------------------------------------- |  | ------------------------------ |  | ---------------------------------- | ----- | ---------------------- | ----------------- | ---------- | - | ------
|                                                                      |  | Asset DerivativesApril 3, 2009 |  | Liability DerivativesApril 3,
2009
|                                                                      |  | Balance Sheet Location         |  | Fair Value                         |       | Balance Sheet Location |                   | Fair Value
|Derivatives designated as hedging instruments under Statement 133     |  |                                |  |                                    |       |                        |                   |           
|Interest rate swap contracts                                          |  |                                |  |                                    |       |                        | Accrued expenses  |            | $ | 175   
|                                                                      |  |                                |  |                                    |       |                        | Other Liabilities |            |   | 6,493 
|Foreign currency forward contracts                                    |  | Other current assets           |  | $                                  | 2,515 |                        | Accrued expenses  |            |   | 1,450 
|                                                                      |  |                                |  |                                   
|Derivatives not designated as hedging instruments under Statement 133 |  |                                |  |                                    |       |                        |                   |           
|Foreign currency forward contracts                                    |  | Other current assets           |  |                                    | 1,096 |                        | Accrued expenses  |            |   | 3,458 
|                                                                      |  |                                |  |                                    |       |                        |                   |            |   |       
|Total Derivatives                                                     |  |                                |  | $                                  | 3,611 |                        |                   |            | $ | 11,576
|                                                                      |  |                                |  |                                    |       |                        |                   |            |   |       

At April 3, 2009 the amounts of gain (loss) recognized in Other Comprehensive Income
(OCI) and income and reclassified into income from OCI for the three months ended April 3, 2009 were as follows:



|                                                             |  |                                                                                                         |                                                                       |   |  |                   |                                                                                                                     |   |       |  
|------------------------------------------------------------ |  | ------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------- | - |  | ----------------- | ------------------------------------------------------------------------------------------------------------------- | - | ----- | -
|                                                             |  | Amount of (gain) lossrecognized in OCI on derivatives(effective portion)Three months
endedApril 3, 2009 |                                                                       |   |  |                   | Amount of (gain) lossreclassified from accumulatedOCI into
income(effective portion)Three months endedApril 3, 2009 |  
|Derivatives in Statement 133 cash flow hedging relationships |  |                                                                                                         | Location of (gain) loss reclassified from accumulated OCI into income |  
|Interest rate swap contracts                                 |  | $                                                                                                       | 6,668                                                                 |   |  | Interest expense  |                                                                                                                     | $ | 1,581 |  
|Foreign currency forward contracts                           |  |                                                                                                         | (1,065                                                                | ) |  | Other income, net |                                                                                                                     |   | (783  | )
|                                                             |  |                                                                                                         |                                                                       |   |  |                   |                                                                                                                     |   |       |  
|Total                                                        |  | $                                                                                                       | 5,603                                                                 |   |  | Total             |                                                                                                                     | $ | 798   |  
|                                                             |  |                                                                                                         |                                                                       |   |  |                   |                                                                                                                     |   |       |  



|15. | Fair Value Measurements
|--- | -----------------------

The fair value of
financial assets and liabilities measured at fair value on a recurring basis was as follows:



|                                   |  |                         |        |         |   |         |  |         |        |  |   |  
|---------------------------------- |  | ----------------------- | ------ | ------- | - | ------- |  | ------- | ------ |  | - | -
|                                   |  | Balance atApril 3, 2009 |        | Level 1 |   | Level 2 |  | Level 3
|Assets:                            |  |                         |        |         |   |         |  |         |        |  |   |  
|Foreign currency forward contracts |  | $                       | 3,611  |         | $ |        |  | $       | 3,611  |  | $ | 
|                                   |  |                         |        |         |   |         |  |         |        |  |   |  
|Liabilities:                       |  |                         |        |         |   |         |  |         |        |  |   |  
|Foreign currency forward contracts |  | $                       | 4,908  |         | $ |        |  | $       | 4,908  |  | $ | 
|Interest rate swap contracts       |  |                         | 6,668  |         |   |        |  |         | 6,668  |  |   | 
|                                   |  |                         |        |         |   |         |  |         |        |  |   |  
|                                   |  | $                       | 11,576 |         | $ |        |  | $       | 11,576 |  | $ | 
|                                   |  |                         |        |         |   |         |  |         |        |  |   |  

We utilize the market approach to measure fair value for our financial assets and liabilities. The
market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities.



14



---

##### Table of Contents

JOHNSONDIVERSEY HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

April 3, 2009

(Unaudited)



|16. | Comprehensive Income (Loss)
|--- | ---------------------------

Comprehensive
income (loss) for the three month period ended April 3, 2009 and March 28, 2008 was as follows:



|                                                                   |  |                    |         |   |                |   |         |  
|------------------------------------------------------------------ |  | ------------------ | ------- | - | -------------- | - | ------- | -
|                                                                   |  | Three Months Ended |        
|                                                                   |  | April 3, 2009      |         |   | March 28, 2008 |  
|Net loss                                                           |  | $                  | (28,672 | ) |                | $ | (21,736 | )
|Foreign currency translation adjustments                           |  |                    | (47,288 | ) |                |   | 70,198  |  
|Adjustments to pension and post-retirement liabilities, net of tax |  |                    | 5,577   |   |                |   | (4,366  | )
|Unrealized losses on derivatives, net of tax                       |  |                    | (147    | ) |                |   | (5,121  | )
|                                                                   |  |                    |         |   |                |   |         |  
|Total comprehensive income (loss)                                  |  | $                  | (70,530 | ) |                | $ | 38,975  |  
|                                                                   |  |                    |         |   |                |   |         |  



|17. | Stockholders Agreement and Class B Common Stock Subject to Put and Call Options
|--- | --------------------------------------------------------------------------------

In connection with the acquisition of the DiverseyLever business, the Company entered into a Stockholders Agreement with its stockholders,
Commercial Markets Holdco, Inc. (Holdco) and Marga B.V., a wholly owned subsidiary of Unilever N.V. (Unilever), as amended and restated in December 2008. The Stockholders Agreement relates to, among other things:



| |  |  | restrictions on the transfer of the Companys shares held by the stockholders;
| | - |  | ------------------------------------------------------------------------------



| |  |  | the Companys corporate governance, including board and committee representation and stockholder approval provisions;
| | - |  | ---------------------------------------------------------------------------------------------------------------------



| |  |  | the put and call options and rights of first offer and refusal with respect to shares held by Marga B.V.;
| | - |  | ---------------------------------------------------------------------------------------------------------



| |  |  | certain payments to Marga B.V. as described below; and
| | - |  | ------------------------------------------------------



| |  |  | various other rights and obligations of the Company and its stockholders, such as provisions relating to delivery of and access to financial and other information,
payment of dividends and indemnification of directors, officers and stockholders.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Marga B.V.s obligations under
the Stockholders Agreement are guaranteed by Unilever.

Put and Call Options. Under the Stockholders Agreement, at any
time after May 3, 2008, Unilever has the right to require the Company to purchase the shares then beneficially owned by Unilever. The Company has the option to purchase the shares beneficially owned by Unilever at any time after May 3,
2010. Any exercise by the Company of its call option must be for at least 50% of the shares beneficially owned by Unilever. Any exercise by Unilever of its put option must be for all of its shares.

Before May 3, 2010, the Companys obligations in connection with a put by Unilever are conditioned on a refinancing of JDIs and the
Companys indebtedness, including indebtedness under JDIs senior subordinated notes and JDIs senior secured credit facilities. In connection with the put, the Company must use its reasonable best efforts prior to May 3, 2009,
and its best efforts after that date, to consummate a refinancing and may be required to purchase less than all of the shares subject to the put under some circumstances. If the Company purchases less than all of the shares subject to a put,
Unilever may again put its remaining shares after a specified suspension period.

Following the exercise by Unilever of its put rights, if
the Company fails to purchase all of Unilevers shares for cash by May 3, 2010, it must issue a promissory note to Unilever in exchange for the remaining shares. The maturity date of the promissory note will be either 90 days or one year
after its issuance, depending on the level of Unilevers ownership interest in the Company at that time. The terms of the promissory note will provide Unilever with rights similar to its rights as a stockholder under the Stockholders
Agreement, including board representation, veto and access and informational rights. The promissory note will contain various subordination provisions in relation to JDIs and the Companys indebtedness.



15



---

##### Table of Contents

JOHNSONDIVERSEY HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

April 3, 2009

(Unaudited)



If, after May 3, 2010, Unilever has not been paid cash with respect to its put option, Unilever
may also:



| |  |  | require the Company to privately sell Unilevers shares or other shares of Holdings capital stock to a third party; and
| | - |  | ------------------------------------------------------------------------------------------------------------------------



| |  |  | require the Company to explore the sale of designated businesses that may be identified for sale by a special committee of the Companys board of directors.
The special committee is required to identify such other business or businesses after May 3, 2009 and prior to May 3, 2010 and to engage an investment banking firm to assist it with such identification and evaluation.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The exercise of these remedies, other than sales of Unilevers shares, is subject to compliance with the agreements
relating to JDIs and the Companys indebtedness.

The price for the Companys shares subject to a put or call option will
be based on the Companys enterprise value at the time the relevant option is exercised, plus its cash and minus its indebtedness. The Company enterprise value cannot be less than eight times the EBITDA of the Company and its subsidiaries, on a
consolidated basis, for the preceding four fiscal quarters, as calculated in accordance with the terms of the Stockholders Agreement. If the Company, Unilever and their respective financial advisors cannot agree on an enterprise value, the
issue will be submitted to an independent third-party for determination.

If the Company purchases less than all of the shares beneficially
owned by Unilever in connection with the exercise of the put or call option, Unilever may elect to fix the price for its remaining shares not purchased. If Unilever does not elect to fix the price, the price will float and a new price will be
determined based on the enterprise value the next time a put or call option is exercised.

Contingent Payments. Under the
Stockholders Agreement, the Company may be required to make payments to Unilever in each year from 2007 through 2010 so long as Unilever continues to beneficially own 5% or more of the Companys outstanding shares. The amount of each
payment will be equal to 25% of the amount by which the cumulative cash flows of the Company and its subsidiaries, on a consolidated basis, for the period from May 3, 2002, through the end of the fiscal year preceding the payment (not including
any cash flow with respect to which Unilever received a payment in a prior year), exceeds:



| |  |  | $727,000 in 2006;
| | - |  | -----------------



| |  |  | $975,000 in 2007;
| | - |  | -----------------



| |  |  | $1,200,000 in 2008; and
| | - |  | -----------------------



| |  |  | $1,425,000 in 2009.
| | - |  | -------------------

The aggregate
amount of all these payments cannot exceed $100,000. Payment of these amounts is subject to compliance with the agreements relating to the Company and JDIs senior indebtedness including, without limitation, the senior discount notes of the
Company, JDIs senior subordinated notes and JDIs senior secured credit facilities.

Holdings did not meet the cumulative cash
flow requirement for the measurement periods ended December 31, 2008, December 28, 2007 and December 29, 2006 and will not be required to make a contingent payment.

Transfer of Shares. Under the Stockholders Agreement, a stockholder controlled by Unilever may transfer its shares of the Company to another
entity of which Unilever owns at least an 80% interest, and a stockholder controlled by Holdco may transfer its shares of the Company to another entity of which Holdco owns at least an 80% interest.



16



---

##### Table of Contents

JOHNSONDIVERSEY HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

April 3, 2009

(Unaudited)



Purchase of Additional Shares from Holdco. Under the Stockholders Agreement, on the
earlier of May 3, 2010 and the date on which Unilever sells all of its shares of the Company to the Company or a third party in accordance with the terms of the Stockholders Agreement, Unilever will have the right to buy from Holdco that
number of class A common shares of the Company (the Additional Shares) equal to the lesser of (i) 1.5% of the total outstanding shares of the Company and (ii) the largest whole number of class A common shares, the aggregate
value (as determined pursuant to the Stockholders Agreement) of which does not exceed $40 million. The purchase price to be paid by Unilever to Holdco for such Additional Shares would be $.01 per share. Unilever may then require the immediate
repurchase by Holdco of the Additional Shares at a price determined in accordance with the Stockholders Agreement. The obligations to transfer the Additional Shares and repurchase those shares are obligations solely of Holdco.



|18. | Commitments and Contingencies
|--- | -----------------------------

The Company
is subject to various legal actions and proceedings in the normal course of business. Although litigation is subject to many uncertainties and the ultimate exposure with respect to these matters cannot be ascertained, the Company does not believe
the final outcome of any current litigation will have a material effect on the Companys consolidated financial position, results of operations or cash flows.

The Company has purchase commitments for materials, supplies and property, plant and equipment entered into in the ordinary course of business. In the aggregate, such commitments are not in excess of current market
prices. Additionally, the Company normally commits to some level of marketing related expenditures that extend beyond the fiscal period. These marketing expenses are necessary in order to maintain a normal course of business and the risk associated
with them is limited. It is not expected that these commitments will have a material effect on the Companys consolidated financial position, results of operations or cash flows.

The Company maintains environmental reserves for remediation; monitoring and related expenses for one of its domestic facilities. While the ultimate
exposure to further remediation expense at this site continues to be evaluated, the Company does not anticipate a material effect on its consolidated financial position or results of operations.

In connection with the acquisition of the DiverseyLever business, the Company conducted environmental assessments and investigations at DiverseyLever
facilities in various countries. These investigations disclosed the likelihood of soil and/or groundwater contamination or potential environmental regulatory matters. An estimate of costs has been made and maintained based on the expected extent of
contamination and the expected likelihood of recovery for some of these costs from Unilever under the purchase agreement for the acquisition. As of April 3, 2009, the Company maintained related reserves of $6,800 on a discounted basis (using
country specific discount rates ranging from 8.2% to 13.6%) and $9,100 on an undiscounted basis. The Company intends to seek recovery from Unilever under indemnification clauses contained in the purchase agreement.

JDI is a licensee of certain chemical production technology used globally. The license agreement provides for guaranteed minimum royalty payments during
a term ending on December 31, 2014. Under the terms of agreement and based on current financial projections, JDI does not expect to meet the minimum guaranteed payments. In accordance with the requirements of SFAS No. 5, JDI has estimated
its possible range of loss as $2,879 to $4,397 and, in accordance with FASB Interpretation No. 14, maintained a loss reserve of $2,879 at April 3, 2009 and December 31, 2008.



17



---

##### Table of Contents

JOHNSONDIVERSEY HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

April 3, 2009

(Unaudited)



|19. | Segment Information
|--- | -------------------

Business segment
information is summarized as follows:



|                                                              |  |                                   |         |        |   |           |  |   |              |   |             |   |                      |  |   |              |  |   |         |   |  |   |          
|------------------------------------------------------------- |  | --------------------------------- | ------- | ------ | - | --------- |  | - | ------------ | - | ----------- | - | -------------------- |  | - | ------------ |  | - | ------- | - |  | - | ---------
|                                                              |  | Three Months Ended April 3, 2009 
|                                                              |  | NorthAmerica                      |         | Europe |   | Japan     |  |   | LatinAmerica |   | AsiaPacific |   | Eliminations /Other1 |  |   | TotalCompany
|Net sales                                                     |  | $                                 | 154,080 |        | $ | 379,411   |  | $ | 66,140       |   |             | $ | 54,713               |  | $ | 54,208       |  | $ | (3,940  | ) |  | $ | 704,612  
|Operating profit                                              |  |                                   | 5,666   |        |   | 14,850    |  |   | 388          |   |             |   | 1,738                |  |   | 197          |  |   | (3,017  | ) |  |   | 19,822   
|Depreciation and amortization                                 |  |                                   | 3,034   |        |   | 10,706    |  |   | 1,592        |   |             |   | 1,863                |  |   | 1,980        |  |   | 6,853   |   |  |   | 26,028   
|Interest expense                                              |  |                                   | 3,527   |        |   | 13,459    |  |   | 171          |   |             |   | 440                  |  |   | 272          |  |   | 18,594  |   |  |   | 36,463   
|Interest income                                               |  |                                   | 361     |        |   | 1,528     |  |   | 1            |   |             |   | 78                   |  |   | 68           |  |   | (640    | ) |  |   | 1,396    
|Total assets                                                  |  |                                   | 334,855 |        |   | 1,850,346 |  |   | 280,244      |   |             |   | 200,235              |  |   | 180,674      |  |   | 265,664 |   |  |   | 3,112,018
|Goodwill                                                      |  |                                   | 126,273 |        |   | 747,062   |  |   | 117,574      |   |             |   | 69,266               |  |   | 56,434       |  |   | 65,834  |   |  |   | 1,182,443
|Capital expenditures, including capitalized computer software |  |                                   | 2,637   |        |   | 6,366     |  |   | 343          |   |             |   | 1,543                |  |   | 1,180        |  |   | 5,002   |   |  |   | 17,071   
|Long-lived assets2                                            |  |                                   | 179,973 |        |   | 1,014,097 |  |   | 164,902      |   |             |   | 101,530              |  |   | 83,695       |  |   | 311,862 |   |  |   | 1,856,059
|                                                              | 
|                                                              |  | Three Months Ended March 28, 2008
|                                                              |  | NorthAmerica                      |         | Europe |   | Japan     |  |   | LatinAmerica |   | AsiaPacific |   | Eliminations /Other1 |  |   | TotalCompany
|Net sales                                                     |  | $                                 | 160,777 |        | $ | 431,087   |  | $ | 72,160       |   |             | $ | 58,756               |  | $ | 63,496       |  | $ | (6,439  | ) |  | $ | 779,837  
|Operating profit                                              |  |                                   | 11,029  |        |   | 21,943    |  |   | (156         | ) |             |   | 3,280                |  |   | 2,574        |  |   | (12,258 | ) |  |   | 26,412   
|Depreciation and amortization                                 |  |                                   | 3,839   |        |   | 16,230    |  |   | 1,430        |   |             |   | 2,440                |  |   | 2,278        |  |   | 7,138   |   |  |   | 33,355   
|Interest expense                                              |  |                                   | 2,907   |        |   | 17,456    |  |   | 201          |   |             |   | 462                  |  |   | 555          |  |   | 16,414  |   |  |   | 37,995   
|Interest income                                               |  |                                   | 861     |        |   | 2,330     |  |   | 4            |   |             |   | 27                   |  |   | 141          |  |   | (1,448  | ) |  |   | 1,915    
|Total assets                                                  |  |                                   | 352,238 |        |   | 2,163,513 |  |   | 301,279      |   |             |   | 227,114              |  |   | 211,241      |  |   | 330,873 |   |  |   | 3,586,258
|Goodwill                                                      |  |                                   | 123,382 |        |   | 889,442   |  |   | 117,703      |   |             |   | 87,369               |  |   | 68,412       |  |   | 68,272  |   |  |   | 1,354,580
|Capital expenditures, including capitalized computer software |  |                                   | 3,740   |        |   | 10,417    |  |   | 620          |   |             |   | 2,550                |  |   | 1,641        |  |   | 3,542   |   |  |   | 22,510   
|Long-lived assets2                                            |  |                                   | 181,704 |        |   | 1,219,732 |  |   | 171,589      |   |             |   | 126,245              |  |   | 99,291       |  |   | 357,554 |   |  |   | 2,156,115



|1 | Eliminations/Other includes the Companys corporate operating and holding entities, discontinued operations and
corporate level eliminations and consolidating entries.
|- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------



|2 | Long-lived assets includes property, plant and equipment,
capital software, intangible items and investments in unconsolidated subsidiaries.
|- | --------------------------------------------------------------------------------------------------------------------------------------------



18



---

##### Table of Contents

|ITEM 2. | MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|------- | -------------------------------------------------------------------------------------



Executive Overview

The following management discussion and analysis describes material changes in the financial condition and results of operations of JohnsonDiversey
Holdings, Inc. and its consolidated subsidiaries since December 31, 2008. This discussion should be read in conjunction with our consolidated financial statements as of, and for the first quarter ended April 3, 2009, our annual report on
Form 10-K for the year ended December 31, 2008, and the section entitled Forward-Looking Statements immediately preceding Part I of this report.

We operate our business through Holdings sole subsidiary, JDI, and its subsidiaries. We are an environmentally responsible, leading global marketer and manufacturer of cleaning, hygiene, operational efficiency,
appearance enhancing products and equipment and related services for the institutional and industrial cleaning and sanitation market. We have net product and service sales (net sales) in more than 160 countries through our direct sales
force, wholesalers and third-party distributors. Our sales are balanced geographically, with our principal markets being Europe, North America and Japan, with an increasing presence in the emerging markets of Asia Pacific and Latin America.

Except where noted, the management discussion and analysis below, excluding the consolidated statements of cash flows, reflects the
results of continuing operations, which excludes the divestiture of DuBois Chemicals (DuBois), and the Polymer Business segment (Polymer Business) as discussed in Note 7 to the consolidated financial statements.

As indicated in the following table, after excluding the impact of foreign currency exchange rates, acquisitions and divestitures, sales agency fee
income (SAF), and sales from our Master Sub-License Agreement (the License Agreement), our net sales increased 4.3% for the first quarter ended April 3, 2009 compared to the same period in the prior year.



|                              |  |                     |       |   |                |   |        |        |  |      |  
|----------------------------- |  | ------------------- | ----- | - | -------------- | - | ------ | ------ |  | ---- | -
|                              |  | First Quarter Ended |       |   |                |  
|(dollars in millions)         |  | April 3, 2009       |       |   | March 28, 2008 |   |        | Change | 
|Net sales                     |  | $                   | 704.6 |   |                | $ | 779.8  |        |  | -9.6 | %
|Variance due to:              |  |                     |       |   |                |   |        |        |  |      |  
|Foreign currency exchange     |  |                     |       |   |                |   | (86.8  | )      |  |      |  
|Acquisitions and divestitures |  |                     |       |   |                |   | (9.9   | )      |  |      |  
|Sales agency fee income       |  |                     | (5.7  | ) |                |   | (8.5   | )      |  |      |  
|License Agreement revenue     |  |                     | (31.9 | ) |                |   | (35.0  | )      |  |      |  
|                              |  |                     |       |   |                |   |        |        |  |      |  
|                              |  |                     | (37.6 | ) |                |   | (140.2 | )      |  |      |  
|                              |  |                     |       |   |                |   |        |        |  |      |  
|                              |  | $                   | 667.0 |   |                | $ | 639.6  |        |  | 4.3  | %
|                              |  |                     |       |   |                |   |        |        |  |      |  

Net sales increased by 4.3% despite challenging global economic conditions, reflecting growth in
all of our regions except Japan. This growth was primarily due to successful price increases in all our geographic areas and customer sectors and the continued expansion of developing markets in Latin America and Central and Eastern Europe.

Although the Companys gross profit percentage improved from the fourth quarter of 2008 to the current quarter, our gross profit
percentage (based on net sales as reported) declined by 280 basis points for the first quarter of 2009 compared to the first quarter of 2008. Excluding the impact of SAF, our gross profit percentage declined 260 basis points for the first quarter of
2009 compared to the first quarter of 2008.



19



---

##### Table of Contents

Margin on Net Sales as Reported First Quarter EndedApril 3, 2009

March 28, 200838.2%

41.0%


Margin on Net Sales Adjusted for SAF First Quarter EndedApril 3, 2009

March 28, 200837.7%

40.3%




The
decline in gross margin is largely the result of the following:



| |  |  | unprecedented increases in key raw material costs during the second half of 2008 that have outpaced pricing actions taken to date;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------



| |  |  | downward inventory revaluation adjustments resulting from the recent deflation in certain raw material costs; and
| | - |  | -----------------------------------------------------------------------------------------------------------------



| |  |  | unfavorable product sales mix, in part associated with the evolving economic crisis, which is driving customers reduced purchases of higher margin products.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------

Recently, the costs of certain raw materials have dropped. This impact, coupled with our focus on value propositions to
our customers, through cleaning efficiency solutions and water management programs, will help our future gross margin results. In addition, we will continue to pursue the execution of various product cost savings projects from our global strategic
sourcing, manufacturing, and delivery initiatives.

We remain well within our financial covenants under our senior secured credit
facilities, in spite of the deteriorating global economy. A continued decline in the global economy may adversely affect a number of our end-users which could cause further negative impact on our business, financial condition, results of operations
and cash flows. We will continue to monitor economic conditions closely and pursue cost saving opportunities through our restructuring program and other cost reduction initiatives as well as growth opportunities through certain strategic investments
and innovations.

In November 2005, in response to structural changes in raw material markets that gave rise to significant increases in
our input costs, we announced a program (November 2005 Plan) to implement an operational restructuring of our Company. The program also considered the potential divestiture of, or exit from, certain non-core or underperforming
businesses. As we prepare for and continue to experience a similar pattern of events with volatile fuel costs and raw material costs in 2009, our restructuring program has positioned us to confront these challenges more effectively.

During the first quarter of 2009, we continued to make significant progress with the operational restructuring of our Company in accordance with the
November 2005 Plan. In particular, key activities during the quarter included the following:



| |  |  | continued plans to transition to new organizational models in our Americas and Asia Pacific regions and our existing European region;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------



| |  |  | continued the transition of certain general ledger accounting functions in Western Europe to a third party provider;
| | - |  | --------------------------------------------------------------------------------------------------------------------



| |  |  | continued the redesign of the Japanese sales and marketing functions, in preparation for Enterprise Resources Planning (ERP) system upgrades to be completed in late
2009 through 2010;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | completed the implementation of a global human resource information system in over 60 countries; and
| | - |  | ----------------------------------------------------------------------------------------------------



| |  |  | continued progress on various supply chain optimization projects to improve capacity utilization and efficiency.
| | - |  | ----------------------------------------------------------------------------------------------------------------



20



---

##### Table of Contents

In connection with the aforementioned and other activities under the November 2005 Plan, we recorded
restructuring charges of approximately $0.7 million in the first quarter of 2009, consisting primarily of severance costs. In addition, we recorded period costs of $6.2 million related to the November 2005 Plan in the first quarter of 2009,
consisting of the following:



| |  |  | $3.1 million for personnel related costs of employees and consultants connected to restructuring initiatives;
| | - |  | -------------------------------------------------------------------------------------------------------------



| |  |  | $0.9 million related to value chain and cost savings projects;
| | - |  | --------------------------------------------------------------



| |  |  | $0.4 million related to asset impairments; and
| | - |  | ----------------------------------------------



| |  |  | $1.8 million related to various other costs.
| | - |  | --------------------------------------------

Our restructuring activity will be winding down in 2009, with the associated reserves expected to be largely paid out by the end of the fiscal year or early 2010, mostly through our restricted cash balance. The main restructuring focus for
the remainder of this year will be the move towards a new organizational model consisting of three regions. We believe that this reorganization will better position us to address consolidation and globalization trends among our customers while also
enabling us to more effectively deploy resources against the most compelling market and customer growth opportunities. We also believe this move will boost our efforts to more rapidly deploy innovation globally. We remain on target to substantially
complete this reorganization at the end of fiscal 2009.

Critical Accounting Policies and Estimates

There have been no material changes to the Companys critical accounting policies as described in its annual report on Form 10-K for the year ended
December 31, 2008.

Recent Accounting Pronouncements

For information with respect to recent accounting pronouncements and the impact of these pronouncements on our consolidated financial statements, see Note 3 to the consolidated financial statements in Part I, Item I
of this report.



21



---

##### Table of Contents

First Quarter Ended April 3, 2009 Compared to First Quarter Ended March 28, 2008

Net Sales:



|                              |  |                     |       |                |   |        |  |   |            |   |  |       |  
|----------------------------- |  | ------------------- | ----- | -------------- | - | ------ |  | - | ---------- | - |  | ----- | -
|                              |  | First Quarter Ended |       | Change         |  
|(dollars in millions)         |  | April 3, 2009       |       | March 28, 2008 |   | Amount |  |   | Percentage |  
|Net product and service sales |  | $                   | 698.9 |                | $ | 771.4  |  | $ | (72.5      | ) |  | -9.4  | %
|Sales agency fee income       |  | $                   | 5.7   |                | $ | 8.4    |  | $ | (2.7       | ) |  | -31.6 | %
|                              |  |                     |       |                |   |        |  |   |            |   |  |       |  
|                              |  | $                   | 704.6 |                | $ | 779.8  |  | $ | (75.2      | ) |  | -9.6  | %
|                              |  |                     |       |                |   |        |  |   |            |   |  |       |  





| |  |  | The comparability of net sales reported in the two periods is significantly affected by the impact of foreign exchange rate movements. As measured against prior
periods results, the strengthening of the U.S. dollar against the euro and certain other foreign currencies resulted in an $86.8 million decline in net product and service sales.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Excluding the impact of foreign currency exchange rates, SAF income and sales under the License Agreement, net sales increased by 4.3% despite challenging global
economic conditions, reflecting growth in all of our regions except Japan. This growth was primarily due to successful price increases in all our geographic areas and business sectors and the continued expansion of developing markets in Latin
America and Central and Eastern Europe. The following is a review of the sales performance for each of our segments:
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | In our Europe, Middle East and Africa markets, net sales increased by 5.7% in the first quarter of 2009 compared to the same period in the prior year. Overall
growth was primarily driven by successful price increases and continued growth in Central and Eastern Europe.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | In Latin America, net sales increased by 18.1% in the first quarter of 2009 compared to the same period in the prior year, further increasing the growth trend from
the prior period. Growth came from most countries in the region with both pricing and volume growth contributing to the overall increase.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | In North America, net sales increased by 6.8% in the first quarter of 2009 compared to the same period in the prior year primarily due to price increases across all
sectors and volume growth in the food and beverage sector, including strong performance with our largest customers.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | In Asia Pacific, net sales increased by 1.3 % in the first quarter of 2009 compared to the same period in the prior year. This increase is mainly attributable
to volume improvement associated with the developing markets in India and distributor purchases in Australia, offset by volume decreases in the remainder of the region primarily caused by lower traffic in the lodging sector and general slowdown in
purchases by distributors.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | In Japan, net sales decreased by 17.7% in the first quarter of 2009 compared to the same period in the prior year. The majority of the decline is driven by choices
made to exit certain non-core and/or underperforming accounts in both direct and indirect channels and an overall reduction in purchases by distributors and end-users in the food service and building service contractor sectors, offset by growth in
the food and beverage sector.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Sales Agency Fee and License Agreement. As explained in Note 4 to our consolidated financial statements, the Company entered into an Umbrella Agreement with
Unilever consisting of a new sales agency (Sales Agency Agreement) and License Agreement, which became effective January 1, 2008, and unless otherwise terminated or extended, will expire on December 31, 2017.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The amounts of Sales Agency Fees and License Agreement revenues earned under these agreements are reported in the
preceding tables.



22



---

##### Table of Contents

Gross Profit:

Our gross profit percentages for the first quarters ended April 3, 2009 and March 28, 2008 were as follows:



|                                                                                |  |                     |       |   |                |   |       |        |  |   |            |   |  |       |  
|------------------------------------------------------------------------------- |  | ------------------- | ----- | - | -------------- | - | ----- | ------ |  | - | ---------- | - |  | ----- | -
|                                                                                |  | First Quarter Ended |       |   | Change         |  
|(dollars in millions)                                                           |  | April 3, 2009       |       |   | March 28, 2008 |   |       | Amount |  |   | Percentage |  
|Gross Profit                                                                    |  | $                   | 269.3 |   |                | $ | 319.4 |        |  | $ | (50.1      | ) |  | -15.7 | %
|                                                                                |  |                     |       |  
|Gross profit as a percentage of net sales as reported:                          |  |                     | 38.2  | % |                |   | 41.0  | %      |  |   |            |   |  |       |  
|                                                                                |  |                     |       |  
|Gross profit as a percentage of net sales adjusted for sales agency fee income: |  |                     | 37.7  | % |                |   | 40.3  | %      |  |   |            |   |  |       |  





| |  |  | The comparability of gross profit between the two periods is significantly affected by the impact of foreign exchange rate movements. As measured against prior
periods results, the strengthening of the U.S. dollar against the euro and certain other foreign currencies resulted in a $36.5 million decline in gross profit.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Our gross profit percentage (based on net sales as reported) declined by 280 basis points for the first quarter of 2009 compared to the same period in the prior
year. Excluding the impact of SAF income, our gross profit percentage declined 260 basis points for the first quarter of 2009 compared to the same period in the prior year.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | The decline is largely a result of (a) unprecedented increases in key raw material costs during the second half of 2008 that have outpaced pricing actions
taken to date, (b) downward inventory revaluation adjustments resulting from the recent deflation in certain raw material costs, and (c) unfavorable product sales mix partly due to customers reduced purchases of higher margin
products.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Recently, the costs of certain raw materials have dropped. This impact, coupled with our focus on value propositions to our customers, through cleaning efficiency
solutions and water management programs, will help our future gross margin results. In addition, we will continue to pursue the execution of various product cost savings projects from our global strategic sourcing, manufacturing, and delivery
initiatives.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Operating Expenses:



|                                               |  |                     |       |    |                |   |       |        |  |   |            |   |  |       |  
|---------------------------------------------- |  | ------------------- | ----- | -- | -------------- | - | ----- | ------ |  | - | ---------- | - |  | ----- | -
|                                               |  | First Quarter Ended |       |    | Change         |  
|(dollars in millions)                          |  | April 3, 2009       |       |    | March 28, 2008 |   |       | Amount |  |   | Percentage |  
|Selling, general and administrative expenses   |  | $                   | 235.1 |    |                | $ | 269.0 |        |  | $ | (33.9      | ) |  | -12.6 | %
|Research and development expenses              |  |                     | 13.7  |    |                |   | 17.5  |        |  | $ | (3.8       | ) |  | -21.4 | %
|Restructuring expenses                         |  |                     | 0.7   |    |                |   | 6.5   |        |  | $ | (5.8       | ) |  | -89.1 | %
|                                               |  |                     |       |    |                |   |       |        |  |   |            |   |  |       |  
|                                               |  | $                   | 249.5 |    |                |   | 293.0 |        |  | $ | (43.5      | ) |  | -14.8 | %
|                                               |  |                     |       |    |                |   |       |        |  |   |            |   |  |       |  
|As a percentage of net sales:                  |  |                     |       |    |                |   |       |        |  |   |            |   |  |       |  
|Selling, general and administrative expenses   |  |                     | 33.4  | %  |                |   | 34.5  | %      |  |   |            |  
|Research and development expenses              |  |                     | 1.9   | %  |                |   | 2.2   | %      | 
|Restructuring expenses                         |  |                     | 0.1   | %  |                |   | 0.8   | %      | 
|                                               |  |                     |       |    |                |   |       |        | 
|                                               |  |                     | 35.4  | %  |                |   | 37.5  | %      | 
|                                               |  |                     |       |    |                |   |       |        | 
|As a percentage of net sales adjusted for SAF: |  |                     |       |    |                |   |       |        | 
|Selling, general and administrative expenses   |  |                     | 33.6  | %* |                |   | 34.9  | %*     | 
|Research and development expenses              |  |                     | 2.0   | %  |                |   | 2.3   | %      | 
|Restructuring expenses                         |  |                     | 0.1   | %  |                |   | 0.8   | %      | 
|                                               |  |                     |       |    |                |   |       |        | 
|                                               |  |                     | 35.7  | %  |                |   | 38.0  | %      | 
|                                               |  |                     |       |    |                |   |       |        | 



|* | The percentages for 2009 and 2008 are 32.8% and 33.8%, respectively, when period costs associated with the November 2005 Plan are excluded from selling, general and administrative
expenses.
|- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



23



---

##### Table of Contents

Operating expenses. The comparability of operating expenses between the two periods is significantly affected by
the impact of foreign exchange rate movements. As measured against prior periods results, the strengthening of the U.S. dollar against the euro and certain other foreign currencies resulted in a $31.6 million decline in operating expenses.





| |  |  | Selling, general and administrative expenses. Excluding period costs associated with the November 2005 Plan, selling, general and administrative expenses as
a percentage of net sales adjusted for SAF were 32.8% for the first quarter of 2009 compared to 33.8% for the same period in the prior year. Excluding the impact of foreign currency, selling, general and administrative costs declined $3.9 million
during the first quarter of 2009 compared to the same period in the prior year. This favorable decline is mainly due to cost savings under our November 2005 Plan and our aggressive expense control management in response to the current economic
conditions.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Research and development expenses. Excluding the impact of foreign currency, research and development expenses decreased $2.3 million during the first
quarter of 2009 compared to the same period in the prior year. This favorable decline is largely due to globalization of the function and investments in technology, which have improved our efficiency.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Restructuring expenses. Excluding the impact of foreign currency, restructuring expenses decreased $5.7 million during the first quarter of 2009 compared to
the same period in the prior year. This was primarily due to decreased employee severance and other expenses related to the November 2005 Plan.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Restructuring and Integration:

A summary of all costs associated with the November 2005 Plan for the first quarters ended
April 3, 2009 and March 28, 2008, and since inception of the program in November 2005, is outlined below:



|                                                                        |  |                     |       |   |                                    |   |      |   |  |   |        |  
|----------------------------------------------------------------------- |  | ------------------- | ----- | - | ---------------------------------- | - | ---- | - |  | - | ------ | -
|                                                                        |  | First Quarter Ended |       |   | Total Project to DateApril 3,
2009 |  
|(dollars in millions)                                                   |  | April 3, 2009       |       |   | March 28, 2008                     |   |     
|Reserve balance at beginning of period                                  |  | $                   | 60.1  |   |                                    | $ | 46.2 |   |  | $ |       |  
|Restructuring costs charged to income                                   |  |                     | 0.7   |   |                                    |   | 6.5  |   |  |   | 204.6  |  
|Liability adjustments                                                   |  |                     |      |   |                                    |   |     |   |  |   | 0.3    |  
|Payments of accrued costs                                               |  |                     | (10.4 | ) |                                    |   | (6.3 | ) |  |   | (154.5 | )
|                                                                        |  |                     |       |   |                                    |   |      |   |  |   |        |  
|Reserve balance at end of period                                        |  | $                   | 50.4  |   |                                    | $ | 46.4 |   |  | $ | 50.4   |  
|                                                                        |  |                     |       |   |                                    |   |      |   |  |   |        |  
|                                                                        |  |                     |      
|Period costs classified as selling, general and administrative expenses |  |                     | 5.8   |   |                                    |   | 8.2  |   |  |   | 277.1  |  
|Period costs classified as cost of sales                                |  |                     | 0.4   |   |                                    |   |     |   |  |   | 4.8    |  
|Capital expenditures                                                    |  |                     | 4.3   |   |                                    |   | 3.5  |   |  |   | 66.1   |  



| |  |  | During the first quarter of 2009 and 2008, we recorded $0.7 million and $6.5 million, respectively, of restructuring costs related to our November 2005 Plan. Costs
for the first quarter of 2009 consisted primarily of involuntary termination costs associated with our European business segment, and the costs for the first quarter of 2008 consisted primarily of involuntary termination costs associated with our
Japanese business segment.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Period costs of $5.8 and $8.2 million for 2009 and 2008, respectively, included in selling, general and administrative expenses, and $0.4 million and $0 million for
2009 and 2008, respectively, included in cost of sales pertained to: (a) $3.1 million in 2009 ($3.6 million in 2008) for personnel related costs of employees and consultants associated with restructuring initiatives, (b) $0.9 million in
2009 ($0.6 million in 2008) for value chain and cost savings projects, (c) $0.4 million in 2009 ($3.2 million in 2008) related to tangible asset impairments, and (d) $1.8 million in 2009 ($0.8 million in 2008) related to various other
costs. The overall decrease in these expenses over the prior period was mainly due to a reduction in restructuring activities within our European business segment as well as the Corporate Center.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



24



---

##### Table of Contents

Non-Operating Results:



|                      |  |                     |      |   |                |   |      |        |  |   |            |   |  |       |  
|--------------------- |  | ------------------- | ---- | - | -------------- | - | ---- | ------ |  | - | ---------- | - |  | ----- | -
|                      |  | First Quarter Ended |      |   | Change         |  
|(dollars in millions) |  | April 3, 2009       |      |   | March 28, 2008 |   |      | Amount |  |   | Percentage |  
|Interest expense      |  | $                   | 36.5 |   |                | $ | 37.9 |        |  | $ | (1.4       | ) |  | -3.8  | %
|Interest income       |  |                     | (1.4 | ) |                |   | (1.9 | )      |  |   | (0.5       | ) |  | -27.1 | %
|                      |  |                     |      |   |                |   |      |        |  |   |            |   |  |       |  
|Net interest expense  |  | $                   | 35.1 |   |                | $ | 36.0 |        |  | $ | (0.9       | ) |  | -2.5  | %
|                      |  |                     |      |  
|Other income, net     |  |                     | 0.9  |   |                |   | 0.8  |        |  |   | 0.1        |   |  | 12.8  | %



| |  |  | Net interest expense decreased in the first quarter of 2009 compared to the same period in the prior year primarily due to lower interest rates on borrowings,
offset by decreased interest income on lower cash balances and a lower yield on investments.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Income Taxes:



|                                |  |                     |       |   |                |   |        |        |  |   |            |   |  |      |  
|------------------------------- |  | ------------------- | ----- | - | -------------- | - | ------ | ------ |  | - | ---------- | - |  | ---- | -
|                                |  | First Quarter Ended |       |   | Change         |  
|(dollars in millions)           |  | April 3, 2009       |       |   | March 28, 2008 |   |        | Amount |  |   | Percentage |  
|Loss from continuing operations |  | $                   | (14.3 | ) |                | $ | (8.9   | )      |  | $ | (5.4       | ) |  | 60.6 | %
|Provision for income taxes      |  |                     | 13.6  |   |                |   | 14.7   |        |  |   | (1.1       | ) |  | -7.5 | %
|Effective income tax rate       |  |                     | -94.6 | % |                |   | -165.5 | %      |  |   |            |   |  |      |  



| |  |  | For the fiscal year ending December 31, 2009, we are projecting an effective income tax rate of approximately 250%. The projected effective income tax rate for
the fiscal year exceeds the statutory income tax rate primarily as a result of increased valuation allowances against net deferred tax assets in certain jurisdictions and increases in reserves for uncertain tax positions.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | We reported an effective income tax rate of -94.6% on the pre-tax loss from continuing operations for the fiscal quarter ended April 3, 2009. When compared to
the estimated annual effective income tax rate, the effective income tax rate for the fiscal quarter ended April 3, 2009 is higher primarily due to actual pacing of pre-tax income (loss) and income tax expense (benefit) in certain key
jurisdictions. For example, the pre-tax loss from continuing operations for the first quarter of 2009 includes a relatively high proportion of the projected U.S. annual pre-tax loss from continuing operations, for which no income tax benefit is
claimed due to the U.S. valuation allowance.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | We reported an effective income tax rate of -165.5% on the pre-tax income from continuing operations for the fiscal quarter ended March 28, 2008. The high
effective income tax rate is primarily the result of increased valuation allowances against net deferred tax assets in certain jurisdictions and increases in reserves for uncertain tax positions.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



25



---

##### Table of Contents

Discontinued operations:



|                                                        |  |                     |      |        |                |   |        |  |   |            |   |  |        |  
|------------------------------------------------------- |  | ------------------- | ---- | ------ | -------------- | - | ------ |  | - | ---------- | - |  | ------ | -
|                                                        |  | First Quarter Ended |      | Change |               
|(dollars in millions)                                   |  | April 3, 2009       |      |        | March 28, 2008 |   | Amount |  |   | Percentage |  
|Income (loss) from discontinued operations              |  | $                   | (0.8 | )      |                | $ | 2.9    |  | $ | (3.7       | ) |  | -126.0 | %
|Provision for income taxes                              |  |                     |     |        |                |   | 1.1    |  |   | (1.1       | ) |  | -100.0 | %
|                                                        |  |                     |      |        |                |   |        |  |   |            |   |  |        |  
|Income(loss) from discontinued operations, net of taxes |  | $                   | (0.8 | )      |                | $ | 1.8    |  | $ | (2.6       | ) |  | -141.8 | %

The loss from discontinued operations during the first quarter ended April 3, 2009 includes
$0.2 million related to additional one-time costs associated with the Dubois divestiture ($1.5 million after-tax income in 2008), and $0.6 million related to the Polymer tolling agreement ($0.3 million after-tax income in 2008).

Net Loss:

Our net loss increased by $7.0 million to
$28.7 million for the first quarter of 2009. Excluding the impact of foreign currency exchange of $4.9 million, our net loss increased by $2.1 million, mainly due to the decrease in gross profit of $13.6 million, offset by the decrease in operating
expenses by $11.9 million. As previously discussed, the decline in gross profit was a result of increased raw materials costs outpacing pricing actions, downward inventory adjustments and unfavorable product mix. The reduction in operating expenses
is generally due to savings from our November 2005 Plan.

EBITDA:

EBITDA is a non-U.S. GAAP financial measure, and you should not consider EBITDA as an alternative to U.S. GAAP financial measures such as (a) operating profit or net income (loss) as a measure of our operating
performance or (b) cash flows provided by operating, investing and financing activities (as determined in accordance with U.S. GAAP) as a measure of our ability to meet cash needs.

We believe that, in addition to operating profit, net income (loss), and cash flows from operating activities, EBITDA is a useful financial measurement
for assessing liquidity as it provides management, investors, lenders and financial analysts with an additional basis to evaluate our ability to incur and service debt and to fund capital expenditures. In addition, various covenants under our senior
secured credit facilities are based on EBITDA, as adjusted pursuant to the provisions of those facilities.

In evaluating EBITDA,
management considers, among other things, the amount by which EBITDA exceeds interest costs for the period, how EBITDA compares to principal repayments on outstanding debt for the period and how EBITDA compares to capital expenditures for the
period. Management believes many investors, lenders and financial analysts evaluate EBITDA for similar purposes. To evaluate EBITDA, the components of EBITDA, such as net sales and operating expenses and the variability of such components over time,
should also be considered.

Accordingly, we believe that the inclusion of EBITDA in this report permits a more comprehensive analysis of
our liquidity relative to other companies and our ability to service debt requirements. Because all companies do not calculate EBITDA identically, the presentation of EBITDA in this report may not be comparable to similarly titled measures of other
companies.



26



---

##### Table of Contents

EBITDA should not be construed as a substitute for, and should be considered together with, net cash
flows provided by operating activities as determined in accordance with U.S. GAAP. The following table reconciles EBITDA to net cash flows provided by operating activities, which is the U.S. GAAP measure most comparable to EBITDA for the first
quarters ended April 3, 2009 and March 28, 2008.



|                                                                                                            |  |                     |       |   |                |   |       |  
|----------------------------------------------------------------------------------------------------------- |  | ------------------- | ----- | - | -------------- | - | ----- | -
|                                                                                                            |  | First Quarter Ended |      
|(dollars in millions)                                                                                       |  | April 3, 2009       |       |   | March 28, 2008 |  
|Net cash flows used in operating activities                                                                 |  | $                   | (13.9 | ) |                | $ | (9.8  | )
|Changes in operating assets and liabilities, net of effectsfrom acquisitions and divestitures of businesses |  |                     | 28.5  |   |                |   | 21.1  |  
|Changes in deferred income taxes                                                                            |  |                     | (7.2  | ) |                |   | (1.8  | )
|Gain (loss) from divestitures                                                                               |  |                     | (0.1  | ) |                |   | 2.5   |  
|Gain (loss) on property disposals                                                                           |  |                     | 0.1   |   |                |   | 0.1   |  
|Depreciation and amortization expense                                                                       |  |                     | (26.0 | ) |                |   | (33.4 | )
|Amortization of debt issuance costs                                                                         |  |                     | (1.2  | ) |                |   | (1.3  | )
|Interest accreted on notes payable                                                                          |  |                     | (12.2 | ) |                |   | (11.8 | )
|Interest accrued on long-term receivables-related parties                                                   |  |                     | 0.7   |   |                |   | 0.7   |  
|Other, net                                                                                                  |  |                     | 2.6   |   |                |   | 12.0  |  
|                                                                                                            |  |                     |       |   |                |   |       |  
|Net loss                                                                                                    |  |                     | (28.7 | ) |                |   | (21.7 | )
|Provision for income taxes                                                                                  |  |                     | 13.6  |   |                |   | 14.7  |  
|Interest expense, net                                                                                       |  |                     | 35.1  |   |                |   | 36.0  |  
|Depreciation and amortization expense                                                                       |  |                     | 26.0  |   |                |   | 33.4  |  
|Effect of foreign currency exchange to prior period EBITDA                                                  |  |                     |      |   |                |   | (9.1  | )
|                                                                                                            |  |                     |       |   |                |   |       |  
|                                                                                                            |  | $                   | 46.0  |   |                | $ | 53.3  |  
|                                                                                                            |  |                     |       |   |                |   |       |  

EBITDA, net of foreign currency impact, decreased by $7.3 million for the first quarter ended
April 3, 2009 compared to the same period in the prior year. This was primarily due to decreased gross profit arising from increased raw materials costs outpacing pricing actions, downward inventory adjustments and unfavorable product mix, but
offset by the following favorable operating results (amounts are net of foreign exchange impact):



| |  |  | decrease of $3.9 million in selling, general and administrative expenses, primarily driven by our November 2005 Plan;
| | - |  | ---------------------------------------------------------------------------------------------------------------------



| |  |  | decrease of $5.7 million in restructuring expenses; and
| | - |  | -------------------------------------------------------



| |  |  | decrease of $2.3 million in research and development expenses.
| | - |  | --------------------------------------------------------------

Liquidity and Capital Resources

The following table sets forth, for the periods presented,
information relating to our liquidity and capital resources as summarized from our consolidated statements of cash flows and consolidated balance sheets:



|                                                    |  |                     |         |   |                   |   |         |        |  |   |            |   |  |        |  
|--------------------------------------------------- |  | ------------------- | ------- | - | ----------------- | - | ------- | ------ |  | - | ---------- | - |  | ------ | -
|                                                    |  | First Quarter Ended |         |   | Change            |  
|(dollars in millions)                               |  | April 3, 2009       |         |   | March 28, 2008    |   |         | Amount |  |   | Percentage |  
|Net cash used in operating activities               |  | $                   | (13.9   | ) |                   | $ | (9.8    | )      |  | $ | (4.1       | ) |  | -42.2  | %
|Net cash provided by (used in) investing activities |  |                     | (17.7   | ) |                   |   | 46.0    |        |  |   | (63.7      | ) |  | -138.5 | %
|Net cash provided by financing activities           |  |                     | 7.0     |   |                   |   | 6.5     |        |  |   | 0.5        |   |  | 8.2    | %
|Capital expenditures                                |  |                     | (17.1   | ) |                   |   | (22.5   | )      |  |   | 5.4        |   |  | 24.2   | %
|                                                    |  |                    
|                                                    |  | As of               |         |   | Change            |  
|                                                    |  | April 3, 2009       |         |   | December 31, 2008 |   |         | Amount |  |   | Percentage |  
|Cash and cash equivalents                           |  | $                   | 78.6    |   |                   | $ | 107.9   |        |  | $ | (29.3      | ) |  | -27.1  | %
|Working capital*                                    |  | $                   | 436.2   |   |                   | $ | 438.5   |        |  |   | (2.3       | ) |  | -0.5   | %
|Total debt                                          |  | $                   | 1,464.2 |   |                   | $ | 1,470.8 |        |  |   | (6.6       | ) |  | -0.5   | %



|* | Working capital is defined as net accounts receivable, plus inventories less accounts payable.
|- | ----------------------------------------------------------------------------------------------



27



---

##### Table of Contents

| |  |  | The decrease in cash and cash equivalents at April 3, 2009 compared to December 31, 2008 resulted primarily from cash used in operating activities,
including a $6.1 million reduction in the utilization of the asset securitization program, and capital expenditures. This was partially offset by an increase in short-term borrowings.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | The increase in net cash used in operating activities during the first quarter ended April 3, 2009 compared to the first quarter of 2008 was primarily due to a
larger increase in other assets, partially offset by a decrease in accounts payable and accrued expenses, and other liabilities.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | The decrease in net cash provided by (used in) investing activities during the first quarter of 2009 compared to the first quarter of 2008 was primarily due to a
decrease in proceeds from divestitures, related to the divestiture of the Auto-Chlor business in February 2008. This was partially offset by slightly lower capital expenditures in the first quarter of 2009 as compared to 2008. Our investments tend
to be in dosing and feeder equipment with new and existing customer accounts as well as ongoing expenditures in information technology and manufacturing. We may also make significant cash expenditures in an effort to capitalize on cost savings
opportunities.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | The increase in cash flow provided by financing activities during the first quarter of 2009 compared to the first quarter of 2008 was due to a slight increase in
short term borrowings.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Working capital declined by $2.2 million during the first quarter of 2009. This resulted from a $61.4 million decrease in accounts receivable, partially offset by a
$28.9 million increase in inventories and a $30.3 million decrease in accounts payable. The increase in inventories is a result of a seasonal build in inventory levels and build from factory closures. The decrease in accounts receivable was due to
the foreign exchange impact of a stronger US dollar against the euro and other foreign currencies, and improved receivable turnover.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Restricted Cash.In December 2008, the Company transferred $49.5 million to irrevocable trusts for the settlement of obligations associated with the November 2005 Restructuring Plan, a majority of which it
expects to utilize during fiscal year 2009. As of April 3, 2009, we carry a balance of $47.3 million, classified as restricted cash in our consolidated balance sheets.

Debt and Contractual Obligations. As a result of the DiverseyLever acquisition, we and JDI have a significant amount of indebtedness. On
May 3, 2002, in connection with the acquisition, we issued senior discount notes with a principal amount at maturity of $406.3 million to Unilever. Under the indenture for the senior discount notes, the principal amount of the senior discount
notes accreted at a rate of 10.67% per annum through May 15, 2007. After May 15, 2007, interest accrues on the accreted value of the senior discount notes at this rate, and is payable in cash semiannually in arrears to the extent that
JDI can distribute to us the cash necessary to make the payments in accordance with the restrictions contained in the indentures for the JDI senior subordinated notes and the JDI senior secured credit facilities. The failure by us to make all or any
portion of a semiannual interest payment on the senior discount notes will not constitute an event of default under the indenture for the senior discount notes if that failure results from JDIs inability to distribute the cash necessary to
make that payment in accordance with these restrictions. Instead, interest will continue to accrue on any unpaid interest at a rate of 10.67% per annum, and the unpaid interest will be payable on the next interest payment date on which JDI is
able to distribute us the cash necessary to make the payment in accordance with the provisions contained in the indentures for the JDI senior subordinated notes and the JDI senior secured credit facilities. We have no income from operations and no
meaningful assets other than our interest in JDI. We receive all of our income from JDI and substantially all of our assets consist of our investment in JDI. The senior discount notes mature on May 15, 2013.

In addition, on May 3, 2002, in connection with the acquisition, JDI issued its senior subordinated notes and entered into a $1.2 billion senior
secured credit facility. JDI used the proceeds of the sale of the JDI senior subordinated notes and initial borrowings under the JDI senior secured credit facilities, together with other available funds, to finance the cash portion of the purchase
price for the DiverseyLever business and the related fees and expenses and to refinance then-existing indebtedness.



28



---

##### Table of Contents

The JDI senior secured credit facilities were amended and restated in December 2005. The amended
facilities, among other things, permit the global restructuring under the November 2005 Plan and modify the financial covenants contained in our previous credit facilities. The amended facilities consist of a revolving loan facility in an aggregate
principal amount not to exceed $175 million, including a letter of credit sub-limit of $50 million and a swingline loan sub-limit of $30 million, that matures on December 16, 2010, as well as a term loan facility that matures on
December 16, 2011. In addition, the amended facilities include a committed delayed draw term facility of up to $100 million, which was fully drawn on July 14, 2006. The amended facilities also provide for an increase in the revolving
credit facility of up to $25 million under specified circumstances. As of April 3, 2009, we had $5.2 million in letters of credit outstanding under the revolving portion of the senior secured credit facilities and therefore had the ability to
borrow $169.8 million under those revolving facilities.

As of April 3, 2009, excluding indebtedness held by JDI, our only
indebtedness consisted of the senior discount notes with a book value of $390.0 million. As of April 3, 2009, our subsidiaries had total indebtedness of $1.1 billion, consisting of $602.2 million of senior subordinated notes, $429.8 million of
borrowings under the senior secured credit facilities, $10.0 million of other long-term borrowings and $32.2 million in short-term credit lines. In addition, JDI had $178.6 million in operating lease commitments, $2.2 million in capital lease
commitments and $5.2 million committed under letters of credit.

We believe that the cash flows from continuing operations, including the
effects of divestitures made as part of the November 2005 Plan, together with available cash, borrowings available under the JDI senior secured credit facilities, and the proceeds from the JDI receivables securitization facility will generate
sufficient cash flow to meet our liquidity needs for the foreseeable future, including those related to the November 2005 Plan. We do not expect the divestitures of the Polymer Business and other businesses, made as part of the November 2005 Plan
and included as part of continuing and discontinued operations, to significantly affect our future liquidity or our ability to meet our debt service obligations.

We have obligations related to our pension and post-retirement plans that are discussed in detail in Note 13 to the consolidated financial statements. As of the most recent actuarial estimation, we anticipate making
$34.3 million of contributions to pension plans in fiscal year 2009. Post-retirement medical claims are paid as they are submitted and are anticipated to be $4.4 million in fiscal year 2009.

Our operations are subject to volatility because of currency fluctuations, inflation changes and changes in political and economic conditions in the
countries where we conduct business. Sales and expenses are frequently denominated in local currencies, and results of operations may be affected adversely as currency fluctuations affect product prices and operating costs. Consequently, we engage
in hedging activities, including forward foreign exchange contracts, to reduce the exposure of our cash flows to fluctuations in foreign currency rates. See Notes 12 and 14 to the consolidated financial statements for gains and losses associated
with these contracts.

Off-Balance Sheet Arrangements. JDI and certain of its subsidiaries entered into an agreement (the
Receivables Facility) in March 2001, as amended, whereby JDI and each participating subsidiary sell, on a continuous basis, certain trade receivables to JWPR Corporation (JWPRC), JDIs wholly owned, consolidated, special
purpose, bankruptcy-remote subsidiary. JWPRC was formed for the sole purpose of buying and selling receivables generated by JDI and certain of its subsidiaries party to the Receivables Facility. JWPRC, in turn, sells an undivided interest in the
accounts receivable to non-consolidated financial institutions (the Conduits) for an amount equal to the value of all eligible receivables (as defined under the receivables sale agreement between JWPRC and the Conduits) less the
applicable reserve. The accounts receivable securitization arrangement is accounted for as a sale under the provisions of SFAS No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishment of LiabilitiesA
replacement of FASB Statement No. 125.As of April 3, 2009 and December 31, 2008, the size of JDIs Receivables Facility for securitization was $75 million.

As of April 3, 2009 and December 31, 2008, the Conduits held $37.6 million and $43.7 million, respectively, of accounts receivable that are not
included in the accounts receivable balance reflected in our consolidated balance sheets.

As of April 3, 2009 and December 31,
2008, JDI had a retained interest of $84.8 million and $74.7 million, respectively, in the receivables of JWPRC. The retained interest is included in the accounts receivable balance and is reflected in the consolidated balance sheets at estimated
fair value.



29



---

##### Table of Contents

For the quarter ended April 3, 2009, JWPRCs cost of borrowing under the Receivables Facility
was at a weighted average rate of 4.25% per annum.

Under the terms of the JDI senior secured credit facilities, JDI must use any net
proceeds from the Receivables Facility first to prepay loans outstanding under the JDI senior secured credit facilities. In addition, the net amount of trade receivables at any time outstanding under this and any other securitization facility that
JDI may enter into may not exceed $200 million in the aggregate.

FIN No. 48 Liabilities.For the fiscal year ending
December 31, 2009, we expect to increase liabilities related to FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes, an interpretation of FASB Statement No.109,by $4.8 million, resulting in total FIN
No. 48 liabilities of $69.8 million. Total FIN No. 48 liabilities for which payments are expected in less than one year are $6.8 million. We are not able to provide a reasonably reliable estimate of the timing of future payments relating
to non-current FIN No. 48 liabilities.

Financial Covenants under the JDI Senior Secured Credit Facilities

Under the amended terms of JDIs senior secured credit facilities, JDI is subject to certain financial covenants. JDI remains well within its
financial covenants under its senior secured credit facilities, even as the global economy has been greatly affected by the ongoing credit crisis with many lenders and institutional investors ceasing to provide funding to even the most credit-worthy
borrowers. JDI continues to believe that it is positioned to deal with the current crisis: however, we are not able to predict how much more severe the crisis may become and how it may affect JDIs business or JDIs customers
businesses going forward. A further weakening in the global economy may affect a number of JDIs end-users who may reduce the volume of their purchases from JDI during economic downturns. This would likely have an adverse impact on JDIs
business, financial condition, results of operations and cash flows. We continue to monitor economic conditions closely and pursue cost saving opportunities through our restructuring program and other cost reduction initiatives as well as growth
opportunities through certain strategic investments and innovations.

The financial covenants under JDIs senior secured credit
facilities require JDI to meet the following targets and ratios.

Maximum Leverage Ratio. JDI is required to maintain a leverage
ratio for each financial covenant period of no more than the maximum ratio specified in the senior secured credit facilities for that financial covenant period. The maximum leverage ratio is the ratio of (1) JDIs consolidated indebtedness
(excluding up to $55.0 million of indebtedness incurred under the Receivables Facility and indebtedness relating to specified interest rate hedge agreements) as of the last day of a financial covenant period using a weighted-average exchange rate
for the relevant fiscal three-month period to (2) JDIs consolidated EBITDA, as defined in the JDI senior secured credit facilities, for that same financial covenant period.

The JDI senior secured credit facilities require that JDI maintain a leverage ratio of no more than the ratio set forth below for each of the financial
covenant periods ending nearest the corresponding date set forth below:



|                                  |  |                      
|--------------------------------- |  | ---------------------
|                                  |  | MaximumLeverage Ratio
|March 31, 2009                    |  | 4.25 to 1            
|June 30, 2009                     |  | 4.25 to 1            
|September 30, 2009                |  | 3.75 to 1            
|December 31, 2009                 |  | 3.75 to 1            
|March 31, 2010                    |  | 3.75 to 1            
|June 30, 2010                     |  | 3.75 to 1            
|September 30, 2010 and thereafter |  | 3.50 to 1            



30



---

##### Table of Contents

Minimum Interest Coverage Ratio.JDI is required to maintain an interest coverage ratio for each
financial covenant period of no less than the minimum ratio specified in the JDI senior secured credit facilities for that financial covenant period. The minimum interest coverage ratio is the ratio of (1) JDIs consolidated EBITDA, as
defined in the JDI senior secured credit facilities, for a financial covenant period to (2) JDIs cash interest expense for the same financial covenant period.

The JDI senior secured credit facilities require that it maintain an interest coverage ratio of no less than the ratio set forth below for each of the financial covenant periods ending nearest the corresponding date
set for the below:



|                                  |  |                               
|--------------------------------- |  | ------------------------------
|                                  |  | Minimum InterestCoverage Ratio
|March 31, 2009                    |  | 2.50 to 1                     
|June 30, 2009                     |  | 2.50 to 1                     
|September 30, 2009                |  | 2.75 to 1                     
|December 31, 2009                 |  | 2.75 to 1                     
|March 31, 2010                    |  | 2.75 to 1                     
|June 30, 2010                     |  | 2.75 to 1                     
|September 30, 2010 and thereafter |  | 3.00 to 1                     

Compliance with Maximum Leverage Ratio and Minimum Interest Coverage Ratio. For JDIs
financial covenant period ended on April 3, 2009, JDI was in compliance with the maximum leverage ratio and minimum interest coverage ratio covenants contained in the JDI senior secured credit facilities.

Capital Expenditures. Capital expenditures are limited under the JDI senior secured credit facilities to $130 million per fiscal year. To the
extent that JDI makes capital expenditures of less than the limit in any fiscal year, however, JDI may carry forward into the subsequent year the difference between the limit and the actual amount JDI expended, provided that the amounts that JDI
carries forward from the previous year will be allocated to capital expenditures in the current fiscal year only after the amount allocated to the current fiscal year is exhausted. As of April 3, 2009, JDI was in compliance with the limitation
on capital expenditures for fiscal year 2009.

Restructuring Charges. The senior secured credit facilities limit the amount of cash
payments (i) arising in connection with the November 2005 Plan at any time from fiscal year 2006 through the end of fiscal year 2009 to $355 million in the aggregate and (ii) arising in connection with permitted divestitures at any time from fiscal
year 2006 through the end of fiscal year 2008 to $45 million. As of April 3, 2009, JDI was in compliance with the limitation on spending for restructuring and permitted divestiture-related activities.

In addition, the JDI senior secured credit facilities contain covenants that restrict JDIs ability to declare dividends and to redeem and
repurchase capital stock. The JDI senior secured credit facilities also limit JDIs ability to incur additional liens, engage in sale-leaseback transactions and incur additional indebtedness and make investments.



|ITEM 3. | QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
|------- | ---------------------------------------------------------

There have been no significant changes to our market risk since December 31, 2008. For a discussion of our exposure to market risk, refer to Part II, Item 7A, Quantitative and Qualitative Disclosures about Market Risk,
contained in our Annual Report on Form 10-K for the year ended December 31, 2008.



31



---

##### Table of Contents

|ITEM 4. | CONTROLS AND PROCEDURES
|------- | -----------------------

Evaluation of
JohnsonDiversey Holdings Disclosure Controls and Internal Controls. As of the end of the period covered by this quarterly report, we evaluated the effectiveness of the design and operation of our disclosure controls and
procedures (Disclosure Controls). The controls evaluation was done under the supervision and with the participation of management, including our Chief Executive Officer (CEO) and Chief Financial Officer
(CFO).

CEO & CFO Certifications. Attached as exhibits 31.1 and 31.2 to this quarterly report are
certifications of the CEO and the CFO required in accordance with Rule 13a-14 of the Securities Exchange Act of 1934, as amended (the Exchange Act). This portion of our quarterly report includes the information concerning the controls
evaluation referred to in the certifications and should be read in conjunction with the certifications for a more complete understanding of the topics presented.

Pursuant to Section 404 of the Sarbanes-Oxley Act of 2002, the Companys independent registered public accounting firm will provide an attestation report regarding the Companys internal control over
financial reporting with the issuance of its Annual Report on Form 10-K for fiscal 2009.

Disclosure Controls.As of the end of the
period covered by this quarterly report, we evaluated the effectiveness of the design and operation of our Disclosure Controls as such term is defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act. Based upon the controls evaluation,
our CEO and CFO have concluded that, as of the end of the period covered by this quarterly report, our Disclosure Controls are effective in recording, processing, summarizing, and reporting, on a timely basis, information required to be disclosed by
the Company in the reports that it files or submits under the Exchange Act, and that information is accumulated and communicated to the CEO and CFO, as appropriate, to allow timely discussions regarding required disclosure.

Changes in Internal Control Over Financial Reporting. There has not been any change in our internal control over financial reporting during the
quarter ended April 3, 2009, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Limitations on the Effectiveness of Controls.Our management, including the CEO and CFO, does not expect that our Disclosure Controls will prevent all error and all fraud. A control system, no matter how well
designed and operated, can provide only reasonable assurance of achieving the designed control objectives, and management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Because of
the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities
that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by
management override of the control. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals
under all potential future conditions. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.



32



---

##### Table of Contents

PART II. OTHER INFORMATION



|ITEM 1. | LEGAL PROCEEDINGS
|------- | -----------------

We and JDI are party to various
legal proceedings in the ordinary course of our business which may, from time to time, include product liability, intellectual property, contract, environmental and tax claims as well as government or regulatory agency inquiries or investigations.
We believe that, taking into account our insurance and reserves and the valid defenses with respect to legal matters currently pending against us and JDI, the ultimate resolution of these proceedings will not, individually or in the aggregate, have
a material adverse effect on our business, financial condition, results of operations or cash flows.



|ITEM 6. | EXHIBITS
|------- | --------



|     |  |                                                                                                                        
|---- |  | -----------------------------------------------------------------------------------------------------------------------
|31.1 |  | Principal Executive Officers Certifications Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                
|     | 
|31.2 |  | Principal Financial Officers Certifications Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                
|     | 
|32.1 |  | Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.



33



---

##### Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.



|                   |  |  |  |                                                                        
|------------------ |  |  |  | -----------------------------------------------------------------------
|                   |  |  |  | JOHNSONDIVERSEY HOLDINGS, INC.                                         
|                   |  | 
|Date: May 14, 2009 |  |  |  | /s/ Joseph F. Smorada                                                  
|                   |  |  |  | Joseph F. Smorada, Executive Vice President and Chief Financial Officer



34



---

##### Table of Contents

JOHNSONDIVERSEY HOLDINGS, INC.

EXHIBIT INDEX



|     |  |                                                                                                                        
|---- |  | -----------------------------------------------------------------------------------------------------------------------
|31.1 |  | Principal Executive Officers Certifications Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                
|     | 
|31.2 |  | Principal Financial Officers Certifications Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                
|     | 
|32.1 |  | Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.



35