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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549





FORM 10K







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

FOR THE ANNUAL PERIOD ENDED DECEMBER 28, 2007

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 333-97427





JOHNSONDIVERSEY, INC.

(Exact name of registrant as specified in its charter)



|                                                               |  |                                  
|-------------------------------------------------------------- |  | ---------------------------------
|Delaware                                                       |  | 39-1877511                       
|(State or other jurisdiction of 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)





Securities registered pursuant to Section 12(b) of the Act: None.

Securities registered pursuant to Section 12(g) of the Act: None.





Indicate by check mark if the
registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes   ̈     No  x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange
Act.    Yes  x    No   ̈

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 if
disclosure of delinquent filers pursuant to Item 405 of Regulation SK is not contained herein, and will not be contained, to the best of registrants knowledge, in definitive proxy or information statements incorporated by reference
in Part III of this Form 10K or any amendment to this Form 10K.  x

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

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 February 29, 2008, there were 24,422 outstanding
shares of the registrants common stock, $1.00 par value.

DOCUMENTS INCORPORATED BY REFERENCE:None.



|* | 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 12 months.
|- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------









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INDEX



|         |  |                                                                                                                  |  |     
|-------- |  | ---------------------------------------------------------------------------------------------------------------- |  | ----
|Section  |  | Topic                                                                                                            |  | Page
|         |  | Forward-Looking Statements                                                                                       |  | i   
|         | 
|PART I   |  |                                                                                                                 
|Item 1   |  | Business                                                                                                         |  | 1   
|Item 1A  |  | Risk Factors                                                                                                     |  | 9   
|Item 1B  |  | Unresolved Staff Comments                                                                                        |  | 18  
|Item 2   |  | Properties                                                                                                       |  | 19  
|Item 3   |  | Legal Proceedings                                                                                                |  | 20  
|Item 4   |  | Submission of Matters to a Vote of Security Holders                                                              |  | 20  
|         | 
|PART II  |  |                                                                                                                 
|Item 5   |  | Market for the Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities |  | 21  
|Item 6   |  | Selected Financial Data                                                                                          |  | 21  
|Item 7   |  | Managements Discussion and Analysis of Financial Condition and Results of Operations                            |  | 24  
|Item 7A  |  | Quantitative and Qualitative Disclosure about Market Risk                                                        |  | 47  
|Item 8   |  | Financial Statements and Supplementary Data                                                                      |  | 48  
|Item 9   |  | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure                             |  | 48  
|Item 9A  |  | Disclosure Controls and Procedures                                                                               |  | 48  
|         | 
|PART III |  |                                                                                                                 
|Item 10  |  | Directors, Executive Officers and Corporate Governance                                                           |  | 50  
|Item 11  |  | Executive Compensation                                                                                           |  | 55  
|Item 12  |  | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters                   |  | 71  
|Item 13  |  | Certain Relationships and Related Transactions and Director Independence                                         |  | 76  
|Item 14  |  | Principal Accountant Fees and Services                                                                           |  | 96  
|         | 
|PART IV  |  |                                                                                                                 
|Item 15  |  | Exhibits and Financial Statement Schedules                                                                       |  | 98  



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Unless otherwise indicated, references to JohnsonDiversey, the Company,
we, our and us in this annual report refer to JohnsonDiversey, Inc. and its consolidated subsidiaries.

FORWARD-LOOKING STATEMENTS

We make statements in this Form 10K 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 (November 2005 Plan), including workforce reduction, achievement of cost
savings, as well as plant closures and disposition of assets;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | successful operation of outsourced functions, including information technology;
| | - |  | -------------------------------------------------------------------------------



| |  |  | changes in general economic and political conditions, interest rates and currency movements, including, in particular, exposure to foreign currency risks;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the vitality of the institutional and industrial cleaning and sanitation market;
| | - |  | --------------------------------------------------------------------------------



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



| |  |  | the loss or insolvency of a significant supplier or customer;
| | - |  | -------------------------------------------------------------



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



| |  |  | changes in 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;
| | - |  | ---------------------------------------



| |  |  | changes in 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 impact our markets;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | conditions affecting the food and lodging industry, including health-related, political and weather-related; and
| | - |  | ----------------------------------------------------------------------------------------------------------------



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



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PART I



|ITEM 1. | BUSINESS
|------- | --------

General

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, which we operate under the names JohnsonDiversey, Johnson Wax Professional, and DiverseyLever.

We sell our products in more than 170 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. For the year ended December 28, 2007, we had net sales of $3.1 billion, of which 52% were from Europe, 26% were from North America and 9% were from
Japan, with an increasing presence from the emerging markets in Asia Pacific and Latin America. For a discussion of financial results by segment and by geographical location, see Note 28 to our consolidated financial statements.

We are required to file annual reports on Form 10K, quarterly reports on Form 10Q, current reports on Form 8K and other information
with the SEC pursuant to JohnsonDiversey, Inc. U.S. dollar and euro indentures dated May 3, 2002. The public can obtain copies of these materials by visiting the SECs Public Reference Room at 100 F Street, NE, Washington, D.C. 20549, by
calling the SEC at 1-800-SEC-0330, or by accessing the SECs website at http://www.sec.gov. In addition, as soon as reasonably practicable after these materials are filed with or furnished to the SEC, we make copies available to the public free
of charge on or through our website at http://www.johnsondiversey.com. The information on our website is not incorporated into, and is not part of, this annual report.

History

We are a privately held business that was incorporated in Delaware in February 1997, under
the name S.C. Johnson Commercial Markets, Inc. From February 1997 until November 1999, we were a wholly owned subsidiary of S.C. Johnson & Son, Inc. (SCJ), a leading provider of innovative consumer home cleaning, maintenance and
storage products founded by Samuel Curtis Johnson in 1886. In November 1999, we were separated from SCJ in a tax-free spin-off. In connection with the spin-off, Commercial Markets Holdco, Inc. (Holdco), a Delaware corporation that is
majority-owned by descendants of Samuel Curtis Johnson, obtained substantially all of the shares of our common stock from SCJ and, in November 2001, contributed those shares to Johnson Professional Holdings, Inc., a wholly owned subsidiary of
Holdco.

In May 2002, we acquired DiverseyLever, an institutional and industrial cleaning and sanitation business, from Conopco, Inc., a
subsidiary of Unilever PLC and Unilever N.V. (together Unilever). Following the acquisition, we changed our name to JohnsonDiversey, Inc. and Johnson Professional Holdings changed its name to JohnsonDiversey Holdings,
Inc. In connection with the acquisition, Unilever acquired a one-third interest in JohnsonDiversey Holdings, Inc. (Holdings) and Holdco retained the remaining two-thirds interest. At the closing of the acquisition, we entered into
a Sales Agency Agreement with Unilever whereby we were appointed Unilevers exclusive agent to sell its consumer branded products, a business we did not acquire, to institutional and industrial customers. In October 2007, the Sales Agency
Agreement with Unilever, which expired in December 2007, was replaced by an umbrella agreement (the Umbrella 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 our subsidiaries a license to produce and sell professional size packs of
Unilevers consumer brand 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 Agreement became effective January 1, 2008, and, unless otherwise terminated or extended, will expire on December 31, 2017.



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In June 2006, Johnson Polymer, LLC (JP) and JohnsonDiversey Holdings II B.V. (Holdings
II), an indirectly owned subsidiary of the Company, 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).

Business Overview

Our business supplies cleaning, operational efficiency, hygiene and sanitizing products, including food service, beverage and food processing, floor
care, restroom/other housekeeping, laundry and industrial products, to institutional and industrial end-users such as food and lodging establishments, food processing facilities, building service contractors, educational institutions, retail
outlets, healthcare facilities and industrial plants. In addition, we provide a wide range of value-added services, including safety and application training, safety and hygiene consulting and hygiene auditing. We sell our professional products and
related services on a global basis to a broad range of customers in diverse industries. In fiscal year 2007, our business had net sales of $3.1 billion.

Our operating segments are defined according to the following geographic regions: 1) Europe, 2) North America, 3) Japan, 4) Latin America, 5) Asia Pacific, and 6) Eliminations/Other. For additional information
regarding our business by segment, including operating profit and total assets, see Note 28 to our consolidated financial statements, included elsewhere in this report.

Europe.Our European segment had $1.6 billion of net sales in fiscal year 2007. Our European segment consists of 30 operating units across Western Europe, Central and Eastern Europe, Africa, and the Middle
East. The largest operations comprising this segment are mainly in Western Europe and include the United Kingdom, Italy, France, Germany, the Netherlands, Spain, Switzerland, and Turkey.

North America.Net sales for North America was $798.6 million in fiscal year 2007. The North America business primarily consists of our operations
in the United States and Canada.

Japan. Net sales for Japan, our third largest segment, was $281.7 million in fiscal year 2007.

Latin America. Net sales for the Latin American region was $226.8 million in fiscal year 2007. Our Latin American segment consists
of 11 operating units across South America, Central America, and the Caribbean, with Brazil being our largest operation.

Asia Pacific.Net sales for the Asia Pacific region was $224.5 million in fiscal year 2007. This region consists of 12 operating units with China and Australia being our largest operations in the region.

Products

As the nature of our business is generally
similar across our geographic regions, the ensuing detailed description of our business and competitive environment is intended to be representative of all our regions unless specifically stated otherwise.

We are a worldwide, environmentally, responsible supplier of cleaning, hygiene and sanitizing products, equipment and related services to the
institutional and industrial cleaning and sanitation market. We offer a diversified line of products and related services to customers in more than 170 countries. We currently offer a wide range of products in each of six different
categoriesfood service, beverage and food processing, floor care, restroom/other housekeeping, laundry and industrial.

Food
Service. Food service products remove soil and eliminate microbiological contamination from food contact surfaces. Our food service products include chemicals for washing dishes, glassware, flatware, utensils and kitchen equipment; dish
machines; pre-rinse units; dish tables and racks; food handling and storage products; and safe floor systems and tools. We also manufacture and supply kitchen cleaning products, such as general purpose cleaners, lime scale removers,
bactericides/disinfectants, detergents, oven and grill cleaners, general surface degreasers, floor cleaners and food surface disinfectants. In addition, we support all cleaning tasks with documented cleaning methods and hygiene plans.



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Beverage and Food Processing. We offer detergents, cleaners, sanitizers and lubricants, as well as
cleaning systems, electronic dispensers and chemical injectors for the application of chemical products and improvement of operational efficiency. We also offer gel and foam products for manual open plant cleaning, acid and alkaline cleaners and
membrane cleaning products. In addition, we provide consulting services in the areas of food safety, water and energy use reduction, and quality management.

Floor Care. We manufacture a broad range of floor care products and systems, including finishes, buffable waxes, cleaners, polishes, sealers and strippers for all types of flooring surfaces, including vinyl,
terrazzo, granite, concrete, marble, linoleum and wood. We also provide a full range of carpet cleaners, such as extraction cleaners and shampoos; carpet powders; treatments, such as pre-sprays and deodorizers; and a full line of carpet spotters.
Our range of products also includes carpet cleaning and floor polishing machines, as well as utensils and tools, which support the floor cleaning and maintenance process.

Restroom/Other Housekeeping. We offer a fully integrated line of products and dispensing systems for hard surface cleaning, disinfecting and sanitizing, hand washing and air deodorizing and freshening. Our
restroom care and other housekeeping products include bowl and hard surface cleaners, hand soaps, sanitizers, air care products, general purpose cleaners, disinfectants and specialty cleaning products.

Laundry. We offer detergents, stain removers, fabric conditioners, softeners and bleaches in liquid, powder and concentrated forms to clean items
such as bed linen, clothing and table linen. Our range of products covers all of the requirements of fabric washing from domestic-sized machines in small hotels to continuous batch washers at on-premise laundries. We also offer customized washing
programs for different levels and types of soils, a comprehensive range of dispensing equipment and a selection of process control and management information systems.

Industrial. Primarily in our North American segment, we offer industrial cleaners and degreasers and a line of specialty vehicle cleaners that remove traffic film, road soil, dirt and grime from the surfaces of
vehicles, including automobiles, buses and trucks.

End-Users and Customers

We offer our professional products directly or through third-party distributors to end-users in eight sectorsfood and lodging, food and beverage,
building service contractors, education, retail, healthcare, industrial and other. During fiscal year 2007, no end-user customer accounted for more than 4% of our global consolidated net sales.

Food and Lodging. Food and lodging end-users include fast food and full service restaurants, first class, luxury and economy hotel chains,
independent hotels and nursing/care homes.

Food and Beverage. Food processing end-users include dairy plants, dairy farms,
breweries, soft-drink bottling plants and meat, poultry and other food processors.

Building Service Contractors. Building service
contractors and contract caterers clean, maintain and manage facility and food service operations in office buildings, retail stores, healthcare facilities, educational institutions and factories.

Education. Educational end-users include primary and secondary schools, technical schools, colleges and universities.

Retail. Retail end-users include supermarkets, drug stores, discounters, hypermarkets, and wholesale clubs.



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Healthcare. Healthcare end-users include both private and public hospitals, long-term care
facilities and other facilities where medical services are performed.

Industrial. Industrial end-users include factories,
industrial plants, including paper and pulp plants and water treatment facilities, and offices, primarily in our North American operating segment.

Other. End-users in this sector include cash and carry establishments, government institutions and on-premise laundries. Cash and carry customers are stores in which professional end-users purchase products for their own use.

We sell our products and systems in domestic and international markets through company-trained sales and service personnel, who also
advise and assist customers in the proper and efficient use of products and systems in order to meet a full range of cleaning and sanitation needs. We sell our products in more than 170 countries either directly to end-users or through a network of
distributors, wholesalers and third-party intermediaries. We employ a direct sales force to market and sell our products. We contract with local third-party distributors on an exclusive and non-exclusive basis. We estimate that direct sales to
end-users by our sales force typically account for about two thirds of our net sales, with indirect sales through third-party channels accounting for the remaining third.

In our larger customer sectors, such as food processing, the supply of cleaning, hygiene, operational efficiency and appearance enhancing products involves more than the physical distribution of detergents. In these
sectors, customers may contract for the provision of a complete hygiene system, which includes products as well as safety and application training, safety and hygiene consulting, hygiene auditing and after-sales services. We employ specialized sales
people who are trained to provide these specific services and, through our tailored cleaning solutions approach, we are able to address the specific needs of these customers.

For additional financial information regarding key financial measures of our business, including net sales and long-lived assets by geographical
location, see Note 28 to our consolidated financial statements, included elsewhere in this report.

Raw Materials

Suppliers for our cleaning, hygiene, operational efficiency and appearance enhancing products provide raw materials, packaging components, equipment,
accessories and contract manufactured goods. The key raw materials we use in our business are surfactants, polymers and resins, fragrances, solvents, caustic soda, waxes, chelates and phosphates. Packaging components include bag-in-the-box
containers, bottles, corrugated boxes, drums, pails, totes, aerosol cans, caps, triggers and valves. Equipment and accessories include dilution control, ware washing and laundry equipment, floor care machines, air care dispensers, mops, buckets,
carts and other items used in the maintenance of a facility.

We believe that the vast majority of our raw materials required for the
manufacture of our products and all components related to our equipment and accessories are available from multiple sources. Raw material costs for certain of our floor care products have also been unfavorably impacted by higher oil and natural gas
prices. We have absorbed significantly higher raw material costs and have implemented selling price increases in all of our global markets. Although we purchase some raw materials under long-term supply arrangements with third parties, these
arrangements follow market forces and are in line with our overall global sourcing strategy, which seeks to balance cost of acquisition and availability of supply.

Competition

The worldwide market for our products is both fragmented and highly competitive. Our principal global
competitor is Ecolab, Inc. (Ecolab), which is the largest supplier of cleaning and sanitizing products in the cleaning and sanitation market, mainly as result of its significant presence in the U.S. health and hospitality market. Outside
the U.S., we have either equal or greater market share in most geographies. We face significant competition from numerous national, regional and local companies within some or all of our product lines in each sector that we serve. Many of these
companies have increased in size as a result of recent consolidations in the industry. Barriers to entry and expansion in the institutional and industrial cleaning and sanitation industry are low. Other



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competitors in the market include 3M, The Procter & Gamble Company and The Clorox Company, which have expanded into the institutional sector from
their bases in consumer products, and Kimberly-Clark Corporation, which has expanded from paper accessories into personal care and washroom products.

We seek to differentiate our company from our competitors in our strategic sectors by becoming the preferred partner to our customers, and providing innovative, industry-leading products to make their facilities safer
and healthier for the workers who clean them and the people who occupy them. We believe the quality, ease of use and environmental profile of our products are unique competitive strengths. In addition, we have long-standing relationships with many
of our top customers. To achieve expected profitability levels, we must, among other things, maintain the service levels and competitive pricing necessary to retain existing customers and attract new customers.

Foreign Operations

We conduct business operations
through subsidiaries of our geographic regions in North America, Europe, Japan, Latin America and Asia Pacific. Because our business has significant manufacturing operations, sales offices and research and development activities in foreign
locations, fluctuations in currency exchange rates may have a significant impact on our consolidated financial statements. To a large extent, we use currency netting and forward foreign currency contracts to offset these fluctuations.

In addition, our foreign operations are potentially subject to a number of unique risks and limitations, including: exchange control regulations, wage
and price controls, employment regulations, regulatory approvals, foreign investment laws, import and trade restrictions, and governmental instability. See Item 1A. Risk Factors  We are subject to risks related to our operations outside
of North America and Item 1A. Risk Factors  Fluctuations in exchange rates may materially adversely affect our business, financial condition, results of operations and cash flows.

Intellectual Property

We strategically manage our
portfolio of patents, trade secrets, copyrights, trademarks and other intellectual property. Specifically, we rely upon trade secrets to protect the formulation of many of our chemical products, as well as our manufacturing processes. We own or have
licenses under patents and registered trademarks which are used in connection with our business. Some of these patents or licenses cover significant product formulation and processes used to manufacture our products. The trademarks of all major
products in each business are registered. Certain intellectual property is also protected, where appropriate, by confidentiality agreements or other agreements with suppliers, employees and other third parties. In part, our success can be
attributed to the existence and continued protection of these trademarks, patents, trade secrets, and licenses.

We believe that the
Johnson housemark and the Diversey trademark are important to our business. SCJ has granted us a license to use specified trade names, housemarks and trademarks that incorporate Johnson, including Johnson Wax Professional,
and to use the Johnson name, with our owned trade name Diversey, in the commercial and industrial channels of trade. See Item 13. Certain Relationships and Related Transactions and Director Independence. We own
the Diversey trademark and have registrations of that trademark in various jurisdictions. These registrations are renewable, potentially indefinitely, as long as we continue to use the Diversey trademark. Other than the Johnson and Diversey marks,
we do not believe that our overall business is materially dependent on any individual trade name, trademark or patent.

In connection with
our acquisition of the DiverseyLever business in May 2002, we entered into several license agreements with Unilever under which Unilever granted us a license of specified trademarks, patents, design rights, copyrights and know-how used in the
DiverseyLever business, including the Lever name, that were retained by Unilever. In addition, under a transferred technology license agreement, we have granted a license to Unilever to use specified intellectual property rights and
patents and registered designs that were transferred to us in the acquisition. The licenses granted under these agreements generally terminate with the expiration of the particular patent, design right, copyright or know-how, unless terminated
earlier. With respect to the Lever mark, the license terminated in most geographies in 2006, with certain regional extensions that terminated as of December 2007.



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Research and Development

Innovative technologies and manufacturing expertise are important to our business. Through our research, we aim to develop new, more innovative and competitive products, applications, services and processes while
providing technical assistance to customers helping them improve their operations. In particular, our ability to compete effectively is materially dependent upon the technology used in supporting the manufacturing process. We conduct most of our
research and development activities at our research facilities located in Sturtevant, Wisconsin, Santa Cruz, California, Sharonville, Ohio, Utrecht, the Netherlands and Muenchwilen, Switzerland. We also have regional development and application
support in our Asia Pacific region, Latin America region, Japan and other locations in Europe. In addition, we have entered into a technology disclosure and license agreement with SCJ, under which each party may disclose to the other new
technologies that it develops internally, acquires or licenses from third parties.

Substantially all of our principal products have been
developed by our research and development and engineering personnel. Research and development expenses were $68.0 million, $60.5 million and $56.5 million, respectively, for the fiscal years ended December 28, 2007, December 29, 2006
and December 30, 2005.

Employees

As of February 29, 2008, we employed over 11,500 employees, of which about 2,000 were located in the United States.

About 3%
of our employees in the United States are covered by a collective bargaining agreement, which expires March 1, 2012. In Europe, the majority of our employees are represented by labor unions and are covered by collective bargaining agreements.
Collective bargaining agreements are generally renewable on an annual basis. In several European countries, local co-determination legislation or practice requires employees of companies that are over a specified size, or that operate in more than
one European country, to be represented by a works council. Works councils typically meet between two and four times a year to discuss management plans or decisions that impact employment levels or conditions within the company, including closures
of facilities. Certain employees in Australia, Japan, Latin America, New Zealand and South Africa also belong to labor unions and are covered by collective bargaining agreements. Local employment legislation may impose significant requirements in
these and other jurisdictions, including consultation requirements.

We believe that we have a satisfactory working relationship with
organized labor and employee works councils around the world, and have not had any major work stoppages since incorporation in 1997.

Environmental
Regulation

Our operations are regulated under a number of federal, state, local and foreign environmental, health and safety laws and
regulations that govern, among other things, the discharge of hazardous materials into the air, soil and water as well as the use, handling, storage and disposal of these materials. These laws and regulations include the Clean Air Act, the Clean
Water Act, the Resource Conservation and Recovery Act, and the Comprehensive Environmental Response, Compensation and Liability Act (CERCLA), as well as analogous state, local and foreign laws. Compliance with these environmental laws is
a major consideration for us because we use hazardous materials in some of our manufacturing processes. In addition, because we are a generator of hazardous wastes, we, along with any other person who disposes or arranges for the disposal of our
wastes, may be subject to financial exposure for costs associated with an investigation and any remediation of sites at which we have disposed or arranged for the disposal of hazardous wastes if those sites become contaminated, even if we fully
complied with applicable environmental laws at the time of disposal. Furthermore, process wastewater from our manufacturing operations is discharged to various types of wastewater management systems. We may incur significant costs relating to
contamination that may have been, or is currently being, caused by this practice. We are also subject to numerous federal, state, local and foreign laws that regulate the manufacture, storage,



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distribution and labeling of many of our products, including some of our disinfecting, sanitizing and antimicrobial products. Some of these laws require us
to have operating permits for our production facilities, warehouse facilities and operations, and we may not have some of these permits or some of the permits we have may not be current. In the event of a violation of these laws, we may be liable
for damages and the costs of remedial actions and may also be subject to revocation, non-renewal or modification of our operating and discharge permits, and revocation of product registrations. Any revocation, non-renewal or modification may require
us to cease or limit the manufacture and sale of products at one or more of our facilities and may have a material adverse effect on our business, financial condition, results of operations and cash flows. Environmental laws may also become more
stringent over time, imposing greater compliance costs and increasing risks and penalties associated with any violation, which also may have a material adverse effect on our business, financial condition, results of operations and cash flows.

Environmental regulations most significant to us are summarized below:

Toxic Substances. We are subject to various federal, state, local and foreign laws and regulations governing the production, transport and import
of industrial chemicals. Notably, the Toxic Substances Control Act gives the U.S. Environmental Protection Agency (EPA) the authority to track, test and/or ban chemicals that may pose an environmental or human-health hazard. We are
required to comply with certification, testing, labeling and transportation requirements associated with regulated chemicals. To date, compliance with these laws and regulations has not had a material adverse effect on our business, financial
condition, results of operations or cash flows.

Pesticide Regulation. Some of our facilities are subject to various federal, state,
local and foreign laws and regulations governing the manufacture and/or use of pesticides. We manufacture and sell certain disinfecting and sanitizing products that kill micro-organisms, such as bacteria, viruses and fungi. These products are
considered pesticides or antimicrobial pesticides and, in the United States, are governed primarily by the Federal Insecticide Fungicide and Rodenticide Act, as amended by the Food Quality Protection Act of 1996. To register
these products, we must meet various efficacy, toxicity and labeling requirements and must pay initial and ongoing registration fees. In addition, some states or foreign jurisdictions may impose taxes on sales of pesticides. Although the cost of
maintaining and delays associated with pesticide registration have increased in recent years, compliance with the various laws and regulations governing the manufacture and sale of pesticides has not had a material adverse effect on our business,
financial condition, results of operations or cash flows.

Ingredient Regulation. Numerous federal, state, local and foreign laws
and regulations relate to the sale of products containing phosphorous or other ingredients that may impact human health and the environment. Specifically, the State of California has enacted Proposition 65, which requires us to disclose specified
listed ingredient chemicals on the labels of our products. To date, compliance with these laws and regulations has not had a material adverse effect on our business, financial condition, results of operations or cash flows.

Other Environmental Regulation. Many of our facilities are subject to various federal, state, local or foreign laws and regulations governing the
discharge, transportation, use, handling, storage and disposal of hazardous substances. In the United States, these statutes include the Clean Air Act, the Clean Water Act and the Resource Conservation and Recovery Act. We are also subject to the
Superfund Amendments and Reauthorization Act of 1986, including the Emergency Planning and Community Right-to-Know Act, which imposes reporting requirements when toxic substances are released into the environment. Each year we make various capital
investments and expenditures necessary to comply with applicable laws and regulations and satisfy our environmental stewardship principles. To date, these investments and expenditures have not had a material adverse effect on our business, financial
condition, results of operations or cash flows.

Environmental Remediation and Proceedings. We may be jointly and severally liable
under CERCLA or its state, local or foreign equivalent for the costs of environmental contamination on or from our properties and at off-site locations where we disposed of or arranged for the disposal or treatment of hazardous wastes. Generally,
CERCLA imposes joint and several liability on each potentially responsible party (PRP) that actually contributed hazardous waste to a site. Customarily, PRPs will work with the EPA to agree on and implement a plan for site investigation
and remediation. Based on our experience with these environmental proceedings, our estimate of the contribution to be made by other PRPs with the financial ability to pay their shares, and our third



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party indemnification rights at certain sites (including indemnities provided by SCJ), we believe that our share of the costs at these sites will not have a
material adverse effect on our business, financial condition, results of operations or cash flows.

In addition to the liabilities imposed
by CERCLA or its state, local or foreign equivalent, we may be liable for costs of investigation and remediation of environmental contamination on or from our current or former properties or at off-site locations under numerous other federal, state,
local and foreign laws. Our operations involve the handling, transportation and use of numerous hazardous substances. We are aware that there is or may be soil or groundwater contamination at some of our facilities resulting from past operations and
practices. Based on available information and our indemnification rights, explained below, we believe that the costs to investigate and remediate known contamination at these sites will not have a material adverse effect on our business, financial
condition, results of operations or cash flows. In many of the foreign jurisdictions in which we operate, however, the laws that govern our operations are still undeveloped or evolving.

Many of the environmental laws and regulations discussed above apply to properties and operations of the DiverseyLever business that we acquired from
Unilever in May 2002. Under the acquisition agreement, Unilever made representations and warranties to us with respect to the DiverseyLever business and has agreed to indemnify us for damages in respect of breaches of its warranties and for
specified types of environmental liabilities if the aggregate amounts of damages meet various dollar thresholds. Unilever will not be liable for any damages resulting from environmental matters (1) in the case of known environmental matters or
breaches, that are less than $250,000 in the aggregate, and (2) in the case of unknown environmental matters or breaches, that are less than $50,000 individually and $2 million in the aggregate.

In the case of clause (1) above, we will bear the first $250,000 in damages. In the case of clause (2) above, once the $2 million threshold is
reached, Unilever will not be liable for any occurrence where the damages are less than $50,000 or for the first $1 million of damages that exceed the $50,000 per occurrence threshold. In no event will Unilever be liable for any damages arising out
of or resulting from environmental claims that exceed $250 million in the aggregate.

Given the nature of our business, we believe that it
is possible that, in the future, we will be subject to more stringent environmental laws or regulations that may result in restrictions imposed on our manufacturing, processing and distribution activities, which may result in possible violations,
substantial fines, penalties, damages or other significant costs. The potential cost to us relating to environmental matters, including the cost of complying with the foregoing legislation and remediation of contamination, is uncertain due to such
factors as the unknown magnitude and type of possible pollution and clean-up costs, the complexity and evolving nature of laws and regulations, including those outside the United States, and the timing, variable costs and effectiveness of
alternative clean-up methods. We have accrued our best estimate of probable future costs relating to such known sites, but we cannot estimate at this time the costs associated with any contamination that may be discovered as a result of future
investigations, and we cannot provide assurance that those costs or the costs of any required remediation will not have a material adverse effect on our business, financial condition, results of operations or cash flows.

Environmental Permits and Licensing. In the ordinary course of our business, we are continually subject to environmental inspections and
monitoring by governmental enforcement authorities. In addition, our production facilities, warehouse facilities and operations require operating permits that are subject to renewal, modification, and, in specified circumstances, revocation. While
we believe that we are currently in material compliance with existing permit and licensing requirements, we may not be in compliance with permit or licensing requirements at some of our facilities. Based on available information and our
indemnification rights, we believe that costs associated with our permit and licensing obligations will not have a material adverse effect on our business, financial condition, results of operations or cash flows.



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Product Registration and Compliance

Various federal, state, local and foreign laws and regulations regulate some of our products and require us to register our products and to comply with specified requirements. In the United States, we must register
our sanitizing and disinfecting products with the EPA. When we register these products, we must also submit to the EPA information regarding the chemistry, toxicology and antimicrobial efficacy for the agencys review. Data must be consistent
with the desired claims stated on the product label. In addition, each state where these products are sold requires registration and payment of a fee.

We are also subject to various federal, state, local and foreign laws and regulations that regulate products manufactured and sold by us for controlling microbial growth on humans, animals and processed foods. In the
United States, these requirements are generally administered by the U.S. Food and Drug Administration (FDA). The FDA regulates the manufacture and sale of food, drugs and cosmetics, which includes antibacterial soaps and products used in
food preparation establishments. The FDA requires companies to register antibacterial hand care products and imposes specific criteria that the products must meet in order to be marketed for these regulated uses. Before we are able to advertise our
product as an antibacterial soap or food-related product, we must generate, and maintain in our possession, information about the product that is consistent with the appropriate FDA monograph. FDA monographs dictate the necessary requirements for
various product types such as antimicrobial hand soaps. In addition, the FDA regulates the labeling of these products. If the FDA determines that any of our products do not meet its standards for an antibacterial product, we will not be able to
market the product as an antibacterial product. Some of our business operations are subject to similar restrictions and obligations under an order of the U.S. Federal Trade Commission which was issued in 1999 and will remain in effect until at least
2019.

The statements above are also illustrative of similar product registration regulations and other compliance programs around the
world.

To date, the cost of complying with product registration and compliance has not had a material adverse effect on our business,
financial condition, results of operations or cash flows.



|ITEM 1A. | RISK FACTORS
|-------- | ------------

In addition to the other information
contained in this annual report on Form 10-K, certain risk factors should be considered carefully in evaluating our business. The risk factors include, but are not limited to, those discussed below. These and many other factors described in
this report could adversely affect our results of operations, cash flows and financial condition.

We may not realize the anticipated cost savings from
the restructuring contemplated by the November 2005 Plan.

We have realized significant cost savings as a result of our restructuring
program announced in November 2005 (November 2005 Plan), which is expected to take one to two more years to complete. The restructuring program includes redesigning our organization structure, closing a number of manufacturing and other
facilities, outsourcing the majority of IT support worldwide, outsourcing financial services in Western Europe, and reducing our workforce by approximately 10%. In addition to the divestitures that we have completed, which most notably included the
divestiture of the Polymer Business in 2006, we are also considering the potential divestiture of, or exit from, certain other non-core or underperforming businesses.

Our ability to divest or exit non-core or underperforming businesses is limited by restrictions in the indentures for our senior subordinated notes, our senior secured credit facilities and the Stockholders
Agreement among Holdings, Holdco and Unilever (as amended and restated in January 2008). See The indentures for our senior subordinated notes, our senior secured credit facilities and the Stockholders Agreement among Holdings, Holdco and
Unilever restrict our ability to engage in some business and financial transactions. Further, restructuring programs are inherently risky given that a successful outcome is dependent on the ability to successfully execute and manage
significant changes to the business. Our assumptions underlying estimates of anticipated cost savings from these restructuring initiatives may be inaccurate, and future business conditions and events may impede our ability to



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complete our restructuring initiatives. If we are unable to complete these initiatives in a timely manner, or if we do not realize the anticipated cost
savings, our business, financial condition, results of operations and cash flows may be materially adversely affected.

Our substantial indebtedness may
adversely affect our financial condition.

We have substantial indebtedness. As of December 28, 2007, we had total indebtedness of
about $1.1 billion, consisting of $630.8 million of senior subordinated notes, $438.5 million of borrowings under our senior secured credit facilities, $13.3 million of other long-term borrowings and $18.9 million in short-term credit lines. In
addition, we had $190.2 million in operating lease commitments, $2.6 million in capital lease commitments and $8.3 million committed under letters of credit.

The degree to which we are leveraged may have important consequences to our company. For example, it may:



| |  |  | make it more difficult for us to make payments on our indebtedness;
| | - |  | -------------------------------------------------------------------



| |  |  | increase our vulnerability to general economic and industry conditions, including recessions and periods of significant inflation;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------



| |  |  | require us to use a substantial portion of our cash flow from operations to service our indebtedness, thereby reducing our ability to fund working capital, capital
expenditures, research and development efforts and other expenses;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | limit our flexibility in planning for, or reacting to, changes in our business and the industries in which we operate;
| | - |  | ----------------------------------------------------------------------------------------------------------------------



| |  |  | place us at a competitive disadvantage compared to competitors that have less indebtedness; and
| | - |  | -----------------------------------------------------------------------------------------------



| |  |  | limit our ability to borrow additional funds that may be needed to operate and expand our business.
| | - |  | ---------------------------------------------------------------------------------------------------

The indentures for our senior subordinated notes and our senior secured credit facilities contain financial and other restrictive covenants that limit our
ability to engage in activities that may be in our long-term best interests. Those covenants include restrictions on, among others, the incurrence of indebtedness and liens, consolidations and mergers, the purchase and sale of assets, the issuance
of stock, loans and investments, voluntary payments and modifications of indebtedness, and affiliate transactions. Our failure to comply with those covenants could result in an event of default, which, if not cured or waived, could result in the
acceleration of all of our indebtedness. See also The indentures for our senior subordinated notes, our senior secured credit facilities and the Stockholders Agreement among Holdings, Holdco and Unilever restrict our ability to engage in
some business and financial transactions.

In addition, the terms of the indentures for our senior subordinated notes do not fully
prohibit us or our subsidiaries from incurring additional indebtedness. If we or our subsidiaries are in compliance with the financial covenants set forth in our senior secured credit facilities and the indentures for our senior subordinated notes,
we and our subsidiaries may be able to incur substantial additional indebtedness, which may increase the risks created by our current substantial indebtedness.

We require a significant amount of cash to service our indebtedness. The ability to generate cash depends on many factors beyond our control.

Our ability to make payments on our indebtedness and to fund planned capital expenditures, research and development efforts and other corporate expenses depend on our future operating performance and on economic,
financial, competitive, legislative, regulatory and other factors. Many of these factors are beyond our control. We cannot assure you that our business will generate sufficient cash flow from operations, that currently anticipated cost savings and
operating improvements will be realized or that future borrowings will be available to us in an amount sufficient to enable us to repay our indebtedness or to fund our other needs. In order to repay our indebtedness and fund our planned capital
expenditures, we must continue to execute our business strategy and the



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November 2005 Plan. If we are unable to do so, we may need to reduce or delay our planned capital expenditures or refinance all or a portion of our
indebtedness on or before maturity. Any delay in our planned capital expenditures may materially and adversely affect our future revenue prospects. In addition, we cannot assure you that we will be able to refinance any of our indebtedness on
commercially reasonable terms or at all.

The indentures for our senior subordinated notes, our senior secured credit facilities and the
Stockholders Agreement among Holdings, Holdco and Unilever restrict our ability to engage in some business and financial transactions.

Indentures for the senior subordinated notes. The indentures for our senior subordinated notes restrict our ability and the ability of our restricted subsidiaries to, among other things:



| |  |  | incur additional indebtedness;
| | - |  | ------------------------------



| |  |  | pay dividends on, redeem or repurchase capital stock;
| | - |  | -----------------------------------------------------



| |  |  | issue or allow any person to own preferred stock of restricted subsidiaries;
| | - |  | ----------------------------------------------------------------------------



| |  |  | in the case of non-guarantor subsidiaries under the indentures, guarantee indebtedness without also guaranteeing the senior subordinated notes;
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | in the case of restricted subsidiaries, create or permit to exist dividend or payment restrictions with respect to us;
| | - |  | ----------------------------------------------------------------------------------------------------------------------



| |  |  | make investments;
| | - |  | -----------------



| |  |  | incur or permit to exist liens;
| | - |  | -------------------------------



| |  |  | enter into transactions with affiliates;
| | - |  | ----------------------------------------



| |  |  | merge, consolidate or amalgamate with another company; and
| | - |  | ----------------------------------------------------------



| |  |  | transfer or sell assets.
| | - |  | ------------------------

Senior
secured credit facilities. Our senior secured credit facilities contain a number of covenants that:



| |  |  | require us to meet specified financial ratios and financial tests;
| | - |  | ------------------------------------------------------------------



| |  |  | limit our capital expenditures;
| | - |  | -------------------------------



| |  |  | restrict our ability to declare dividends;
| | - |  | ------------------------------------------



| |  |  | restrict our ability to redeem and repurchase capital stock;
| | - |  | ------------------------------------------------------------



| |  |  | limit our ability to incur additional liens;
| | - |  | --------------------------------------------



| |  |  | limit our ability to engage in sale-leaseback transactions; and
| | - |  | ---------------------------------------------------------------



| |  |  | limit our ability to incur additional indebtedness and make investments.
| | - |  | ------------------------------------------------------------------------

Our senior secured credit facilities also contain other covenants customary for credit facilities of this nature. Our ability to borrow under these
credit facilities depends upon satisfaction of these covenants. Events beyond our control can affect our ability to meet these covenants.

Stockholders Agreement. Under the Stockholders Agreement that Holdings, Holdco and Unilever entered into in connection with the acquisition of the DiverseyLever business, Unilever must approve specified transactions and
actions by Holdings and its subsidiaries, including us. Among the transactions and actions requiring Unilevers approval are expenditures in excess of $50 million individually, or $100 million collectively (and $10 million individually for
aggregation purposes) over a twelve month period, future borrowings, investments in new ventures, exiting specified lines of businesses, specified acquisitions and divestitures and the issuance



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of additional capital stock. See Some decisions affecting our business require approval of Unilever and Item 13. Certain Relationships and
Related Transactions and Director IndependenceRelationships with Unilever.

We face significant competition and expect to face more
competition in the future.

The worldwide market for our products is highly competitive. Our principal competitor on a worldwide basis
is Ecolab, which is the largest supplier of cleaning and sanitizing products to the institutional and industrial cleaning and sanitation industry. Ecolab has significant capacity, technology, expertise and financial resources, which enables it to
compete effectively with us. We also face significant competition from numerous national, regional and local companies within some or all of our product lines in each sector that we serve. Many of these companies have increased in size as a result
of recent consolidations in the industry. Barriers to entry and expansion in the institutional and industrial cleaning and sanitation industry are low. Other competitors in the market include The Procter & Gamble Company and The Clorox
Company, which have expanded into the institutional sector from their bases in consumer products, and Kimberly-Clark Corporation, which has expanded from paper accessories into personal care and washroom products.

To achieve expected profitability levels, we must, among other things, maintain the service levels and competitive pricing necessary to retain existing
customers and attract new customers. Our failure to address these challenges adequately could put us at a competitive disadvantage relative to our competitors.

The volatility of our raw material costs may adversely affect our operations.

The key raw materials we use in our business
are surfactants, polymers and resins, fragrances, solvents, caustic soda, waxes, chelates and phosphates. The prices of many of these raw materials are cyclical and have recently reached record levels. Supply and demand factors, which are beyond our
control, generally affect the price of our raw materials. We try to minimize the effect of price increases through production efficiency and the use of effective global sourcing strategies. If we are unable to minimize the effects of increased raw
material costs, our business, financial condition, results of operations and cash flows may be materially adversely affected.

We may lose substantial
amounts in agency fees or sales revenue if our new agency agreement or License Agreement and distribution arrangements with Unilever are terminated.

In connection with the DiverseyLever acquisition, we entered into a Sales Agency Agreement with Unilever under which we have agreed to act as Unilevers sales agent in specified territories for the sale into the
institutional and industrial markets of product of Unilever consumer brands. With the exception of some transitional arrangements for certain countries, on January 1, 2008, in all territories except the UK, Ireland, Portugal and Brazil, the
Sales Agency Agreement was replaced with the License Agreement for professional packs and a distribution arrangement for consumer packs; in the UK, Ireland, Portugal and Brazil, a new agency agreement is in place. If we are unable to comply with our
obligations under the new agency agreement or if Unilever terminates all or any of the agreements for any other reason, including if we are insolvent or our sales drop below 75% of targeted sales for a given year in a region/operating segment, we
may lose significant amounts in agency fees or sales revenue. If any or all of the agreements are terminated prior to their scheduled termination date or we and Unilever are unable to agree to mutually acceptable replacement agreements, we may lose
substantial amounts in agency fees or sales revenue, which may have a material adverse effect on our business, financial condition, results of operations and cash flows.

If we are not able to protect our trade secrets or maintain our trademarks, patents and other intellectual property, we may not be able to prevent competitors from developing similar products or from marketing in a
manner that capitalizes on our trademarks, and this loss of a competitive advantage could decrease our profitability and liquidity.

Our
ability to compete effectively with other companies also depends, in part, on our ability to maintain the proprietary nature of our owned and licensed intellectual property. If we were unable to maintain the proprietary nature of our intellectual
property and our significant current or proposed products, this loss of a competitive advantage could result in decreased sales or increased operating costs, either of which would decrease our liquidity and profitability.



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We rely on trade secrets to protect the formulation and manufacturing techniques of many of our products.
As such, we have not sought U.S. or international patent protection for some of our principal product formula and manufacturing processes. Accordingly, we may not be able to prevent others from developing products that are similar to or competitive
with our products.

We own several patents and pending patent applications on our products, aspects thereof, methods of use, and/or methods
of manufacturing. There is a risk that our patents may not provide meaningful protection and patents may never be issued for our pending patent applications.

We own, or have licenses to use, all of the material trademark and trade name rights used in connection with the packaging, marketing and distribution of our major products both in the United States and in other
countries where our products are principally sold. Trademark and trade name protection is important to our business. Although most of our trademarks are registered in the United States and in the foreign countries in which we operate, we may not be
successful in asserting trademark or trade name protection. In addition, the laws of some foreign countries may not protect our intellectual property rights to the same extent as the laws of the United States. The costs required to protect our
trademarks and trade names may be substantial.

The market for our products depends to a significant extent upon the goodwill associated
with our brand names. We currently hold licenses under agreements with SCJ to sell certain SCJ products and to use specified technology, trade names, housemarks and brand names of SCJ incorporating Johnson, including Johnson Wax
Professional and the Johnson name, including Johnson with our owned trade name Diversey, in the institutional and industrial channels of trade. If our rights under these license agreements are terminated, we
may lose the ability to sell specified SCJ products or to use these brand names and technology, which may have a material adverse effect on our business, financial condition, results of operations and cash flows.

We cannot be certain that we will be able to assert these intellectual property rights successfully in the future or that they will not be invalidated,
circumvented or challenged. Other parties may infringe on our intellectual property rights and may thereby dilute the value of our intellectual property in the marketplace. Third parties, including competitors, may assert intellectual property
infringement or invalidity claims against us that could be upheld. Intellectual property litigation, which could result in substantial cost to and diversion of effort by us, may be necessary to protect our trade secrets or proprietary technology or
for us to defend against claimed infringement of the rights of others and to determine the scope and validity of others proprietary rights. We may not prevail in any such litigation, and if we are unsuccessful, we may not be able to obtain any
necessary licenses on reasonable terms or at all.

Similarly, other parties may infringe on intellectual property rights that SCJ licenses
to us. The protection of these licensed intellectual property rights are under the control of SCJ and, therefore, we cannot assure the protection of those trademarks or other intellectual property rights or prevent dilution in the marketplace of the
value of those brands. Any failure by us or SCJ to protect our trademarks, or any adverse judgment with respect to infringement by us of others intellectual property rights, may have a material adverse effect on our business, financial
condition, results of operations and cash flows. Finally, we may infringe on others intellectual property rights.

We are subject to risks related
to our operations outside of North America.

We have substantial operations outside of North America, which mainly consists of our U.S.
operations. In the fiscal year ended December 28, 2007, approximately 74% of net sales were derived outside of North America. We face risks related to our foreign operations such as:



| |  |  | foreign currency fluctuations;
| | - |  | ------------------------------



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| |  |  | unstable political, economic, financial and market conditions;
| | - |  | --------------------------------------------------------------



| |  |  | import and export license requirements;
| | - |  | ---------------------------------------



| |  |  | trade restrictions;
| | - |  | -------------------



| |  |  | increases in tariffs and taxes;
| | - |  | -------------------------------



| |  |  | high levels of inflation;
| | - |  | -------------------------



| |  |  | restrictions on repatriating foreign profits back to the United States;
| | - |  | -----------------------------------------------------------------------



| |  |  | greater difficulty collecting accounts receivable and longer payment cycles;
| | - |  | ----------------------------------------------------------------------------



| |  |  | less favorable intellectual property laws;
| | - |  | ------------------------------------------



| |  |  | unfamiliarity with foreign laws and regulations; and
| | - |  | ----------------------------------------------------



| |  |  | changes in labor conditions and difficulties in staffing and managing international operations.
| | - |  | -----------------------------------------------------------------------------------------------

All of these risks have affected our business in the past and may have a material adverse effect on our business, financial condition, results of
operations and cash flows in the future.

Fluctuations in exchange rates may materially adversely affect our business, financial condition, results of
operations and cash flows.

Our results of operations are reported in U.S. dollars. Outside the United States, however, our sales and
costs are denominated in a variety of currencies including the euro, British pound, Japanese yen, Brazilian real and Turkish lira. A significant weakening of the currencies in which we generate sales relative to the U.S. dollar may adversely affect
our ability to meet our U.S. dollar obligations.

In addition, we are required to maintain compliance with financial covenants under our
senior secured credit facilities. The covenants are measured in U.S. dollar terms; therefore, an adverse shift in currency exchange rates may cause us to be in breach of these covenants, which, if not cured or waived, may result in the acceleration
of all of our indebtedness.

In all jurisdictions in which we operate, we are also subject to laws and regulations that govern foreign
investment, foreign trade and currency exchange transactions. These laws and regulations may limit our ability to repatriate cash as dividends or otherwise to the United States and may limit our ability to convert foreign currency cash flows into
U.S. dollars. A weakening of the currencies in which we generate sales relative to the currencies in which our costs are denominated may lower our operating profits and cash flows.

If we are unable to retain key employees and other personnel, our operations and growth may be adversely affected.

Our success depends largely on the efforts and abilities of our management team and other key personnel. Their experience and industry contacts significantly benefit us, and we need their expertise to execute on-going
restructuring activities. If any of our senior management or other key personnel ceases to work for us, our business, financial condition, results of operations and cash flows may be materially adversely affected.

We are subject to a variety of environmental and product registration laws that expose us to potential financial liability and increased operating costs.

Our operations are regulated under a number of federal, state, local, and foreign environmental, health and safety laws and regulations
that govern, among other things, the discharge of hazardous materials into the air, soil and water as well as the use, handling, storage and disposal of these materials. These laws and regulations include the Clean Air Act, the Clean Water Act, the
Resource, Conservation and Recovery Act and CERCLA, as well as analogous state, local, and foreign laws. Compliance with these environmental laws is a major consideration for us because we use hazardous materials in some of our manufacturing
processes. In addition, because we are a generator of hazardous wastes, we, along with any other person who disposes or arranges for the disposal



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of our wastes, may be subject to financial exposure for costs associated with an investigation and any remediation of sites at which we have disposed or
arranged for the disposal of hazardous wastes if those sites become contaminated, even if we fully complied with applicable environmental laws at the time of disposal. Furthermore, process wastewater from our manufacturing operations is discharged
to various types of wastewater management systems. We may incur significant costs relating to contamination that may have been, or is currently being, caused by this practice. We are also subject to numerous federal, state, local, and foreign laws
that regulate the manufacture, storage, distribution and labeling of many of our products, including some of our disinfecting, sanitizing and antimicrobial products. Some of these laws require us to have operating permits for our production
facilities, warehouse facilities and operations and we may not have some of these permits or some of the permits we have may not be current. Various state, local and foreign jurisdictions also require us to register our products and to comply with
specified requirements with respect to those products. In the event of a violation of any of these laws, we may be liable for damages and the costs of remedial actions, and may also be subject to revocation, non-renewal or modification of our
operating and discharge permits and revocation of our product registrations. Any revocation, modification or non-renewal may require us to cease or limit the manufacture and sale of products at one or more of our facilities, and may have a material
adverse effect on our business, financial condition, results of operations and cash flows. Any revocation, non-renewal or modification may also result in an event of default under the indentures for our senior subordinated notes, the indenture for
the senior discount notes of Holdings and our senior secured credit facilities, which, if not cured or waived, may result in the acceleration of that indebtedness.

The potential cost to us relating to environmental and product registration matters, including the cost of complying with the foregoing legislation and remediating contamination, is uncertain due to factors such as
the unknown magnitude and type of possible contamination and clean-up costs, the complexity and evolving nature of laws and regulations, including those outside of the United States, and the timing, variable costs and effectiveness of clean-up and
compliance methods. Environmental and product registration laws may also become more stringent over time, imposing greater compliance costs and increasing risks and penalties associated with any violation, which may also negatively impact our
operating results. Accordingly, we may become subject to additional liabilities and increased operating costs in the future under these laws and regulations that may have a material adverse effect on our business, financial condition, results of
operations and cash flows.

We expect significant future environmental compliance obligations in our European operations as a result of a
European Community Directive Registration, Evaluation, Authorization, and Restriction of Chemicals (EU Directive No. 2006/1907) enacted on December 18, 2006. The directive imposes several requirements related to the
identification and management of risks related to chemical substances manufactured or marketed in Europe. Our environmental costs and operating expenses will be subject to evolving regulatory requirements and will depend on the scope and timing of
the effectiveness of requirements in these various jurisdictions. As a result of the directive, we may be subject to an increased regulatory burden, and we expect significant future environmental compliance obligations in our European operations.
This directive may have a material adverse effect on our business, financial condition, results of operations and cash flows.

We will not receive
indemnification from Unilever for breaches of warranty or for environmental costs under the acquisition agreement until the aggregate amount of damages exceeds agreed dollar thresholds.

Under the acquisition agreement for the DiverseyLever business, Unilever made warranties to us with respect to the DiverseyLever business. In addition,
Unilever agreed to indemnify us for damages in respect of breaches of its warranties and for specified types of environmental liabilities if the aggregate amount of damages meets various dollar thresholds. Unilever will not be liable for any damages
resulting from environmental matters (1) in the case of known environmental matters or breaches, that are less than $250,000 in the aggregate, and (2) in the case of unknown environmental matters or breaches, that are less than $50,000
individually and $2 million in the aggregate. In the case of clause (1) above, we will bear the first $250,000 in damages. In the case of clause (2) above, once the $2 million threshold is reached, Unilever will not be liable for any
occurrence where the damages are less than $50,000 or for the first $1 million of damages that exceed the $50,000 per occurrence threshold. In no event will Unilever be liable for any damages arising out of or resulting from environmental claims
that exceed $250 million in the aggregate. The Company must notify Unilever of any environmental indemnification claims by May 3, 2008. Any environmental claims pending after this date, for which the Company has notified Unilever, remain
subject to indemnification until completed in accordance with the acquisition



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agreement. As a result, if we incur damages or liabilities that do not meet the indemnity thresholds under the acquisition agreement, or if we fail to notify
Unilever of an environmental indemnity claim within the period specified in the acquisition agreement, or if the aggregate limits on indemnity payments under the acquisition agreement become applicable, we would not be entitled to indemnity from
Unilever and would be required to bear the costs ourselves. We cannot be certain that we will have sufficient funds available to bear these costs. Further, the payment of these costs may have a material adverse effect on our business, financial
condition, results of operations and cash flows.

In addition, we have reached agreement with Unilever regarding indemnification claims for
three former DiverseyLever locations and may file additional claims in the future. We anticipate filing additional claims in the future, and there can be no assurance that we will be able to recover any amounts relating to these indemnification
claims from Unilever. If we are unable to recover costs relating to the sites for which we seek indemnification, we cannot be certain that we will have sufficient funds to bear these costs relating to environmental matters, which may have a material
adverse effect on our business, financial condition, results of operations or cash flows.

Descendants of Samuel Curtis Johnson beneficially own the
majority of our common equity interests and the common equity interests of SCJ, with which we have material arrangements.

Descendants
of Samuel Curtis Johnson beneficially own a majority of the common equity interests in Holdco. Under the Stockholders Agreement that Holdco, Holdings and Unilever entered into in connection with the DiverseyLever acquisition, the descendants
of Samuel Curtis Johnson, through their controlling interest in Holdco, may nominate and elect nine of the eleven directors of Holdings. Holdings, as the owner of all of our common equity interests, except for one share, has the sole right to elect
our directors. As a result, subject to the provisions of the Stockholders Agreement, the descendants of Samuel Curtis Johnson can effectively control the management and affairs of our company.

Generally, the same descendants of Samuel Curtis Johnson beneficially own a majority of the common equity interests in SCJ, and, by virtue of their
controlling interest, effectively control the management and affairs of SCJ. As a result of these ownership interests, conflicts of interest may arise with respect to business dealings between us and SCJ, including with respect to various agreements
with SCJ that are important to our business and acquisitions of businesses or properties. Disputes may also arise between us and SCJ in the course of these business dealings. Because the same shareholders control both us and SCJ, we cannot be
certain that those shareholders will not, directly or indirectly, resolve these conflicts or decide any dispute in favor of SCJ. Furthermore, under some of our agreements with SCJ, the chairman of the board or the board of directors of SCJ has the
ultimate authority to resolve disputes under those agreements, and, if a dispute is decided in favor of SCJ, we cannot challenge that decision. Any such decision may have a material adverse effect on our business, financial condition, results of
operations and cash flows.

Our relationship with SCJ is important to our future operations.

We are party to various agreements with SCJ, including a trademark license agreement, a technology disclosure and license agreement, supply and
manufacturing agreements and several leases. See Item 13. Certain Relationships and Related Transactions and Director Independence. Under the trademark license agreement, SCJ has granted us the right to sell certain SCJ products and to
use specified technology, trade names, housemarks and brand names incorporating Johnson, including Johnson Wax Professional and the Johnson name, including Johnson with our owned trade name
Diversey, which we believe are important to our business. Further, our rights to sell products, including DiverseyLever products, in some channels of trade that are not exclusively institutional and industrial, which we refer to as
cross-over channels of trade, are subject to the approval of SCJ, in its sole discretion, under the trademark license agreement. SCJs approval is also needed to sell certain restricted products (Unilever branded
products) into cross-over channels. Failure to receive such approval could remove our ability to sell certain products into certain channels and accounts. Our sales in these channels of trade have historically been significant.



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Under the technology disclosure and license agreement, SCJ has granted us the right to use specified
technology of SCJ. In addition, we lease our principal manufacturing facilities in Sturtevant, Wisconsin from SCJ. If we default under the trademark license agreement or technology disclosure and license agreement and either agreement is terminated,
we will no longer be able to use the Johnson name or the technology of SCJ. Furthermore, SCJ will then have the right to terminate the leases governing our manufacturing facilities in Sturtevant, Wisconsin. Finally, in some countries, we depend on
SCJ to produce or sell some of our products. If our relationship with SCJ is damaged or severed, or if SCJ were to limit significantly our rights to sell some products in specified channels of trade, it could have a material adverse effect on our
business, financial condition, results of operations and cash flows.

Our relationship with Unilever is important to our future operations.

In connection with the DiverseyLever acquisition in 2002, we entered into agreements with Unilever, including license and supply
agreements. See Item 13. Certain Relationships and Related Transactions and Director Independence. If Unilever fails to observe its commitments under these agreements, we may not be able to operate in accordance with our business plans
and we may incur additional costs. Any failure by Unilever to observe its obligations may have a material adverse effect on our business, financial condition, results of operations and cash flows. If these agreements are terminated before the end of
their terms, we may not be able to obtain similar services, intellectual property or products on the same terms from third parties or at all.

As a result of the DiverseyLever acquisition, we own the name Diversey. We also hold licenses to use some trademarks and technology of Unilever in the institutional and industrial channels of trade under license agreements with
Unilever. We believe that these license agreements are critical to our business and the termination of our rights under any of these agreements may have a material adverse effect on our business, financial condition, results of operations and cash
flows.

Some decisions affecting our business require approval of Unilever.

Unilever beneficially owns one-third of the common stock of Holdings. Also, two of the eleven members of the board of directors of Holdings are
officers of Unilever. As a result, conflicts of interest may arise with respect to business dealings between us and Unilever. Under the Stockholders Agreement among Unilever, Holdco and Holdings, Unilever generally must approve specified
transactions and actions by Holdings and its subsidiaries, including us. Among the transactions and actions requiring Unilever approval are capital expenditures in excess of $50 million individually, or $100 million collectively (and $10 million
individually for aggregation purposes) with other transactions entered into in the immediately preceding twelve month period, future borrowings, investments in new ventures, exiting specified lines of business, specified acquisitions and
divestitures and the issuance of additional capital stock. While Unilever does not have the ability to exercise control or decisive influence over our strategic business affairs, Unilever may prevent us from engaging in specified transactions or
acts that may be beneficial to our business or that may be in our long-term best interest. Because the Stockholders Agreement does not contain any arbitration or tie-breaking provisions, if we have disagreements with Unilever, we have no
remedies or procedures to challenge its veto rights. As with any similar arrangement, differences in views between Unilever and us may result in delayed decisions or the failure to agree on major matters, each of which may have a material adverse
effect on our business, financial condition, results of operations and cash flows.

General economic downturns are likely to have an adverse impact on
our business, financial condition, results of operations and cash flows.

General economic downturns adversely impact some of our
end-users, such as hotels, restaurants, food and beverage processors and other end-users that are sensitive to business travel and leisure. These end-users typically reduce their volume of purchases of cleaning, hygiene, operational efficiency and
appearance enhancing products during economic downturns. Any future general economic downturn would likely have an adverse impact on our business, financial condition, results of operations and cash flows.



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|ITEM 1B. | UNRESOLVED STAFF COMMENTS
|-------- | -------------------------

Not applicable.



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##### Table of Contents

|ITEM 2. | PROPERTIES
|------- | ----------

We have a total of 33 manufacturing
facilities in 24 countries, including Brazil, Canada, China, France, Germany, India, Italy, Japan, the Netherlands, Spain, Switzerland, Turkey, the U.K. and the U.S. One of our principal manufacturing facilities is located at Waxdale in Sturtevant,
Wisconsin. We lease this manufacturing facility from SCJ under leases expiring in 2009, with renewal options. See Item 13. Certain Relationships and Related Transactions and Director IndependenceRelationships with S.C. Johnson &
SonLeases. Our corporate and North American headquarters are located in Sturtevant, Wisconsin. We believe our facilities are in good condition and are adequate to meet the existing production needs of our businesses.

The following table summarizes our principal plants and other physical properties that are important to our business. Unless indicated otherwise, all
owned properties listed below are subject to mortgages.



|                               |  |                                 |        |  |         |     |                            |                                                                      |  |              
|------------------------------ |  | ------------------------------- | ------ |  | ------- | --- | -------------------------- | -------------------------------------------------------------------- |  | -------------
|                               |  | Approximate SquareFeet Occupied |        |  |         |     | Primary SegmentUsed In (3)
|Location                       |  | Owned                           |        |  | Leased  |     |                            | Principal Activity                                                   | 
|United States:                 |  |                                 |        |  |         |     |                            |                                                                      |  |              
|Madera, California             |  |                                 |        |  | 90,000  |     |                            | Manufacturing and warehouse                                          |  | North America
|Santa Cruz, California         |  |                                 |        |  | 75,000  |     |                            | Manufacturing and research and development                           |  | North America
|Sharonville, Ohio              |  | 284,000                         |        |  |         |     |                            | Manufacturing and research and development                           |  | North America
|Mt. Pleasant, Wisconsin        |  |                                 |        |  | 150,000 |     |                            | Warehousing logistics                                                |  | North America
|Mt. Pleasant, Wisconsin        |  | 50,000                          |        |  |         |     |                            | General and administrative office                                    |  | North America
|Sturtevant, Wisconsin          |  |                                 |        |  | 180,000 | (2) |                            | Manufacturing                                                        |  | North America
|Sturtevant, Wisconsin          |  |                                 |        |  | 550,000 |     |                            | Warehousing logistics                                                |  | North America
|Sturtevant, Wisconsin          |  | 278,000                         |        |  |         |     |                            | International headquarters, data center, andresearch and development |  | Other        
|Watertown, Wisconsin           |  | 125,000                         |        |  |         |     |                            | Manufacturing                                                        |  | North America
|                               |  |                                 |        | 
|International:                 |  |                                 |        |  |         |     |                            |                                                                      |  |              
|Villa Bosch, Argentina         |  | 77,000                          |        |  |         |     |                            | Manufacturing                                                        |  | Latin America
|Socorro, Brazil                |  | 123,000                         | (1)    |  | 97,000  |     |                            | Manufacturing                                                        |  | Latin America
|London, Ontario, Canada        |  | 193,000                         |        |  |         |     |                            | Manufacturing                                                        |  | North America
|Guangdong, China               |  | 75,000                          |        |  |         |     |                            | Manufacturing                                                        |  | Asia Pacific 
|Villefranche-sur-Soane, France |  | 181,000                         | (1)    |  |         |     |                            | Manufacturing                                                        |  | Europe       
|Kirchheimbolanden, Germany     |  | 302,000                         |        |  | 86,000  |     |                            | Manufacturing                                                        |  | Europe       
|Nalagarh, India                |  | 19,000                          |        |  |         |     |                            | Manufacturing                                                        |  | Asia Pacific 
|Bagnolo, Italy                 |  | 594,000                         | (1)    |  |         |     |                            | Manufacturing                                                        |  | Europe       
|Shizuoka-Ken, Kakegawa, Japan  |  | 115,000                         |        |  |         |     |                            | Manufacturing                                                        |  | Japan        
|Tsukuba, Japan                 |  | 25,000                          | (1)(4) |  |         |     |                            | Manufacturing                                                        |  | Japan        
|Enschede, The Netherlands      |  | 289,000                         |        |  |         |     |                            | Manufacturing                                                        |  | Europe       
|Utrecht, The Netherlands       |  | 44,000                          |        |  | 68,000  |     |                            | Office and research and development                                  |  | Europe       
|Valdemoro, Spain               |  |                                 |        |  | 45,000  |     |                            | Manufacturing                                                        |  | Europe       
|Munchwilen, Switzerland        |  | 112,000                         |        |  |         |     |                            | Manufacturing and research and development                           |  | Europe       
|Gebze, Turkey                  |  |                                 |        |  | 50,000  |     |                            | Manufacturing                                                        |  | Europe       
|Cotes Park, United Kingdom     |  | 583,000                         |        |  |         |     |                            | Manufacturing and warehouse                                          |  | Europe       



|(1) | Property not mortgaged.
|--- | -----------------------

|(2) | Leased from SCJ.
|--- | ----------------

|(3) | In general, our manufacturing facilities primarily serve the segment listed in the table above. However, certain facilities manufacture products for export to other segments, which
use or sell the product.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(4) | Tsukuba, Japan manufacturing plant is scheduled to transfer production and ownership of the property to a third party contract manufacturer in the second quarter of 2008.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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|ITEM 3. | LEGAL PROCEEDINGS
|------- | -----------------

We 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. While
the final outcome of these proceedings is uncertain, we believe that, taking into account our insurance and reserves and the valid defenses with respect to legal matters currently pending against us, the ultimate resolution of these proceedings will
not, individually or in the aggregate, have a material adverse effect on our business, financial position, results of operations or cash flows.



|ITEM 4. | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
|------- | ---------------------------------------------------

No matters were submitted to a vote of our security holders, through the solicitation of proxies or otherwise, during the fourth quarter of fiscal 2007.



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PART II



|ITEM 5. | MARKET FOR THE REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
|------- | ----------------------------------------------------------------------------------------------------------------

As of February 29, 2008, there were 24,422 shares of our common stock outstanding. Holdings owns all of the outstanding shares of our common stock, except
for one share owned by SCJ. There is no established public trading market for our common stock.

The following table sets forth the amount
of cash dividends we paid to our stockholders in fiscal years 2007 and 2006 on a per share basis:



|         |  |      |        |      |   |  
|-------- |  | ---- | ------ | ---- | - | -
|         |  | 2007 |        | 2006
|November |  |      | 887.57 |      |   | 
|         |  |      |        |      |   |  
|         |  | $    | 887.57 |      | $ | 
|         |  |      |        |      |   |  

The dividend issued in November 2007 was used by Holdings to pay interest on its 10.67% senior
discount notes. Interest payments on these notes are due semiannually in May and November beginning with the November 2007 payment.

Our
ability to pay dividends is restricted by covenants in the indentures governing our senior subordinated notes and in our senior secured credit facilities.



|ITEM 6. | SELECTED FINANCIAL DATA
|------- | -----------------------

We report our results of operations on a 52/53week year ending on the Friday nearest to
December 31. Accordingly, references in this annual report to our fiscal year 2007 relate to the period from December 30, 2006 to December 28, 2007. Our fiscal year 2006 commenced on December 31, 2005 and ended on December 29, 2006. Our fiscal year
2005 commenced on January 1, 2005 and ended on December 30, 2005. Our fiscal year 2004 commenced on January 3, 2004 and ended December 31, 2004. Our fiscal year 2003 commenced on January 4, 2003 and ended on January 2, 2004. Operations included 52
weeks in fiscal years 2007, 2006, 2005, 2004 and 2003.

We derived the following selected historical consolidated financial data
from our consolidated financial statements as of and for the fiscal years ended December 28, 2007, December 29, 2006, December 30, 2005, December 31, 2004 and January 2, 2004. Those consolidated financial statements have been prepared under
accounting principles generally accepted in the United States (U.S. GAAP). You should read the following selected historical consolidated financial data in conjunction with the financial statements and related notes included elsewhere in
this annual report and with the information included in this annual report under Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations.

Except for Cash Flow and EBITDA measures, the selected historical data is presented on a continuing operations basis. The operational results and gains
associated with the divestitures of Chemical Methods Associates, divested in September 2006, the Polymer Business divested in June 2006, and Whitmire Micro-Gen Research Laboratories, Inc., divested in June 2004, are presented in Income from
discontinued operations, net of tax. Accordingly, fiscal years prior to fiscal year ended December 29, 2006 have been restated to conform to current year presentation.



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|                                                        |  |                        |           |   |                  |   |           |                  |  |   |                  |   |  |                |           |   |  |   |           |  
|------------------------------------------------------- |  | ---------------------- | --------- | - | ---------------- | - | --------- | ---------------- |  | - | ---------------- | - |  | -------------- | --------- | - |  | - | --------- | -
|                                                        |  | Fiscal Year Ended      |          
|                                                        |  | December 28,2007       |           |   | December 29,2006 |   |           | December 30,2005 |  |   | December 31,2004 |   |  | January 2,2004 |          
|                                                        |  | (dollars in thousands) |          
|Selected Income Statement Data:                         |  |                        |           |   |                  |   |           |                  |  |   |                  |   |  |                |           |   |  |   |           |  
|Net sales:                                              |  |                        |           |   |                  |   |           |                  |  |   |                  |   |  |                |           |   |  |   |           |  
|Net product and service sales                           |  | $                      | 3,038,120 |   |                  | $ | 2,842,737 |                  |  | $ | 2,854,417        |   |  | $              | 2,756,706 |   |  | $ | 2,535,797 |  
|Sales agency fee income (1)                             |  |                        | 91,928    |   |                  |   | 85,516    |                  |  |   | 94,105           |   |  |                | 92,975    |   |  |   | 86,907    |  
|Cost of sales (3)                                       |  |                        | 1,802,086 |   |                  |   | 1,702,784 |                  |  |   | 1,691,903        |   |  |                | 1,588,403 |   |  |   | 1,420,103 |  
|Gross profit                                            |  |                        | 1,327,962 |   |                  |   | 1,225,469 |                  |  |   | 1,256,619        |   |  |                | 1,261,278 |   |  |   | 1,202,601 |  
|Selling, general and administrative expenses (2)(3)     |  |                        | 1,154,734 |   |                  |   | 1,159,242 |                  |  |   | 1,104,940        |   |  |                | 1,059,829 |   |  |   | 1,018,828 |  
|Research and development expenses                       |  |                        | 68,018    |   |                  |   | 60,526    |                  |  |   | 56,533           |   |  |                | 60,928    |   |  |   | 57,938    |  
|Restructuring expenses                                  |  |                        | 27,165    |   |                  |   | 114,787   |                  |  |   | 17,677           |   |  |                | 20,525    |   |  |   | 12,917    |  
|Operating profit (loss) (2)                             |  |                        | 78,045    |   |                  |   | (109,086  | )                |  |   | 77,469           |   |  |                | 119,996   |   |  |   | 112,918   |  
|Interest expense, net                                   |  |                        | 96,560    |   |                  |   | 107,583   |                  |  |   | 133,997          |   |  |                | 117,876   |   |  |   | 123,875   |  
|Other (income) expense, net (2)                         |  |                        | (796      | ) |                  |   | 5,232     |                  |  |   | 960              |   |  |                | 5,389     |   |  |   | (6,905    | )
|Income tax (benefit) provision                          |  |                        | 70,037    |   |                  |   | (87,085   | )                |  |   | 138,828          |   |  |                | 8,687     |   |  |   | 6,156     |  
|Minority interests in net income (loss) of subsidiaries |  |                        |          |   |                  |   | 25        |                  |  |   | (65              | ) |  |                | 186       |   |  |   | 33        |  
|Loss from continuing operations                         |  |                        | (87,756   | ) |                  |   | (134,841  | )                |  |   | (196,251         | ) |  |                | (12,142   | ) |  |   | (10,241   | )
|Income from discontinued operations, net of tax         |  |                        | 1,125     |   |                  |   | 253,123   |                  |  |   | 29,654           |   |  |                | 25,808    |   |  |   | 34,382    |  
|Net income (loss)                                       |  | $                      | (86,631   | ) |                  | $ | 118,282   |                  |  | $ | (166,597         | ) |  | $              | 13,666    |   |  | $ | 24,141    |  
|                                                        |  |                        |           |   |                 
|Selected Other Financial Data:                          |  |                        |           |   |                  |   |           |                  |  |   |                  |   |  |                |           |   |  |   |           |  
|EBITDA (4)                                              |  | $                      | 235,551   |   |                  | $ | 465,192   |                  |  | $ | 303,629          |   |  | $              | 348,265   |   |  | $ | 327,943   |  
|Depreciation and amortization                           |  |                        | 156,746   |   |                  |   | 198,410   |                  |  |   | 183,448          |   |  |                | 194,269   |   |  |   | 159,463   |  
|Capital expenditures (5)                                |  |                        | 111,159   |   |                  |   | 93,381    |                  |  |   | 92,169           |   |  |                | 129,802   |   |  |   | 135,153   |  
|Net cash provided by (used in) operating activities     |  |                        | 33,296    |   |                  |   | (6,492    | )                |  |   | 135,170          |   |  |                | 198,776   |   |  |   | 275,678   |  
|Net cash provided by (used in) investing activities     |  |                        | (102,362  | ) |                  |   | 390,828   |                  |  |   | (71,590          | ) |  |                | (73,319   | ) |  |   | (134,788  | )
|Net cash provided by (used in) financing activities     |  |                        | (55,972   | ) |                  |   | (343,471  | )                |  |   | 74,718           |   |  |                | (109,423  | ) |  |   | (203,608  | )
|Gross profit margin (6)                                 |  |                        | 42.4      | % |                  |   | 41.8      | %                |  |   | 42.6             | % |  |                | 44.3      | % |  |   | 45.9      | %
|Operating margin (7)                                    |  |                        | 2.5       | % |                  |   | -3.7      | %                |  |   | 2.6              | % |  |                | 4.2       | % |  |   | 4.3       | %



|                                      |  |                        |           |                  |   |                  |  |                  |           |                |   |           |  |   |          
|------------------------------------- |  | ---------------------- | --------- | ---------------- | - | ---------------- |  | ---------------- | --------- | -------------- | - | --------- |  | - | ---------
|                                      |  | As of                 
|                                      |  | December 28,2007       |           | December 29,2006 |   | December 30,2005 |  | December 31,2004 |           | January 2,2004
|                                      |  | (dollars in thousands)
|Selected Balance Sheet Data:          |  |                        |           |                  |   |                  |  |                  |           |                |   |           |  |   |          
|Cash and cash equivalents             |  | $                      | 97,071    |                  | $ | 208,313          |  | $                | 158,186   |                | $ | 26,057    |  | $ | 21,153   
|Accounts receivable, net              |  |                        | 641,093   |                  |   | 551,321          |  |                  | 505,322   |                |   | 526,431   |  |   | 617,894  
|Inventories                           |  |                        | 286,296   |                  |   | 261,015          |  |                  | 251,692   |                |   | 251,929   |  |   | 232,504  
|Accounts payable                      |  |                        | 409,385   |                  |   | 405,623          |  |                  | 373,042   |                |   | 395,131   |  |   | 328,929  
|Working capital (8)                   |  |                        | 518,004   |                  |   | 406,713          |  |                  | 383,972   |                |   | 383,229   |  |   | 521,469  
|Property, plant and equipment, net    |  |                        | 453,625   |                  |   | 421,712          |  |                  | 432,245   |                |   | 508,916   |  |   | 531,790  
|Total assets                          |  |                        | 3,436,529 |                  |   | 3,302,772        |  |                  | 3,308,893 |                |   | 3,612,009 |  |   | 3,665,327
|Total debt, including current portion |  |                        | 1,101,530 |                  |   | 1,095,545        |  |                  | 1,406,262 |                |   | 1,342,555 |  |   | 1,488,830
|Stockholders equity                  |  |                        | 958,267   |                  |   | 944,671          |  |                  | 728,178   |                |   | 1,045,825 |  |   | 994,895  



|(1) | Sales agency termination fees of $3.2 million, $1.1 million, $7.7 million, $4.4 million and $1.8 million were included in sales agency fees in fiscal years ended December 28,
2007, December 29, 2006, December 30, 2005, December 31, 2004 and January 2, 2004, respectively, of which, $4.1 million and $0.1 million were reclassified from other (income) expense in fiscal years 2004, and 2003,
respectively. The sales agency agreement was entered into in May 2002.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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|(2) | In March 2005, we reclassified gains and losses on fixed asset and product line disposals from other (income) expense to selling, general and administrative expenses. Accordingly,
in the above selected historical consolidated financial data, (gains) losses on fixed asset and product line disposals of $0.2 million and $1.6 million were reclassified to selling, general and administrative expenses for the fiscal years ended
December 31, 2004 and January 2, 2004, respectively.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

In March 2005, we reclassified gains and losses on business
divestitures from other (income) expense to selling, general and administrative expenses. Accordingly, in the above selected historical consolidated financial data, (gains) losses on business divestitures of ($1.1) million and ($3.4) million were
reclassified to selling, general and administrative expenses for the fiscal years ended December 31, 2004 and January 2, 2004, respectively.

|(3) | In January 2005, in order to achieve alignment with our functional cost structure, we reclassified certain customer support costs. Accordingly, in the above selected historical
consolidated financial data for the fiscal years ended December 30, 2005, December 31, 2004 and January 2, 2004, certain customer support costs of $0.9 million, $5.2 million and $4.1 million, respectively, have been reclassified
to cost of sales.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(4) | 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 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 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 annual 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 annual report may not be comparable to similarly titled measures of other companies.

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 each of the periods for which EBITDA is presented.



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|                                                                                                             |  |                        |          |   |                  |   |          |                  |  |   |                  |   |  |                |          |   |  |   |          |  
|------------------------------------------------------------------------------------------------------------ |  | ---------------------- | -------- | - | ---------------- | - | -------- | ---------------- |  | - | ---------------- | - |  | -------------- | -------- | - |  | - | -------- | -
|                                                                                                             |  | Fiscal Year Ended      |         
|                                                                                                             |  | December 28,2007       |          |   | December 29,2006 |   |          | December 30,2005 |  |   | December 31,2004 |   |  | January 2,2004 |         
|                                                                                                             |  | (dollars in thousands) |         
|Net cash flows provided by (used in) operating activities                                                    |  | $                      | 33,296   |   |                  | $ | (6,492   | )                |  | $ | 135,170          |   |  | $              | 198,776  |   |  | $ | 275,678  |  
|Changes in operating assets and liabilities, net of effects from acquisitions and divestitures of businesses |  |                        | 93,261   |   |                  |   | 95,069   |                  |  |   | 76,116           |   |  |                | 3,664    |   |  |   | (113,630 | )
|Depreciation and amortization expense                                                                        |  |                        | (156,746 | ) |                  |   | (198,410 | )                |  |   | (183,448         | ) |  |                | (194,269 | ) |  |   | (159,463 | )
|Amortization of debt issuance costs                                                                          |  |                        | (4,747   | ) |                  |   | (5,848   | )                |  |   | (28,738          | ) |  |                | (12,464  | ) |  |   | (13,126  | )
|Interest accrued on long-term receivablesrelated parties                                                    |  |                        | 2,583    |   |                  |   | 2,464    |                  |  |   | 3,317            |   |  |                | 3,399    |   |  |   | 4,365    |  
|Changes in deferred income taxes                                                                             |  |                        | (41,618  | ) |                  |   | 10,395   |                  |  |   | (157,983         | ) |  |                | 16,126   |   |  |   | 39,656   |  
|Gain (loss) from divestitures                                                                                |  |                        | (538     | ) |                  |   | 234,974  |                  |  |   | 667              |   |  |                | 2,099    |   |  |   | 3,372    |  
|Gain (loss) on property disposals                                                                            |  |                        | 4,218    |   |                  |   | (581     | )                |  |   | (5,715           | ) |  |                | 936      |   |  |   | (12,026  | )
|Compensation costs for long-term incentives                                                                  |  |                        |         |   |                  |   | (393     | )                |  |   | (5,136           | ) |  |                |         |   |  |   |         |  
|Other                                                                                                        |  |                        | (16,340  | ) |                  |   | (12,896  | )                |  |   | (847             | ) |  |                | (4,601   | ) |  |   | (685     | )
|                                                                                                             |  |                        |          |   |                  |   |          |                  |  |   |                  |   |  |                |          |   |  |   |          |  
|Net income (loss)                                                                                            |  |                        | (86,631  | ) |                  |   | 118,282  |                  |  |   | (166,597         | ) |  |                | 13,666   |   |  |   | 24,141   |  
|Minority interests in net income (loss) of subsidiaries                                                      |  |                        |         |   |                  |   | 25       |                  |  |   | (57              | ) |  |                | 285      |   |  |   | 262      |  
|Income tax provision                                                                                         |  |                        | 68,811   |   |                  |   | 40,610   |                  |  |   | 152,096          |   |  |                | 21,613   |   |  |   | 19,774   |  
|Interest expense, net                                                                                        |  |                        | 96,625   |   |                  |   | 107,865  |                  |  |   | 134,739          |   |  |                | 118,432  |   |  |   | 124,303  |  
|Depreciation and amortization expense                                                                        |  |                        | 156,746  |   |                  |   | 198,410  |                  |  |   | 183,448          |   |  |                | 194,269  |   |  |   | 159,463  |  
|                                                                                                             |  |                        |          |   |                  |   |          |                  |  |   |                  |   |  |                |          |   |  |   |          |  
|EBITDA                                                                                                       |  | $                      | 235,551  |   |                  | $ | 465,192  |                  |  | $ | 303,629          |   |  | $              | 348,265  |   |  | $ | 327,943  |  
|                                                                                                             |  |                        |          |   |                  |   |          |                  |  |   |                  |   |  |                |          |   |  |   |          |  



|(5) | Capital expenditures include expenditures for capitalized computer software.
|--- | ----------------------------------------------------------------------------

|(6) | Gross profit margin is gross profit as a percentage of net sales.
|--- | -----------------------------------------------------------------

|(7) | Operating margin is operating profit as a percentage of net sales.
|--- | ------------------------------------------------------------------

|(8) | Working capital is defined as net accounts receivable plus inventories less accounts payable.
|--- | ---------------------------------------------------------------------------------------------



|ITEM 7. | MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|------- | -------------------------------------------------------------------------------------

This discussion summarizes the significant factors affecting our consolidated operating results, financial condition and liquidity for the three-year
period ended December 28, 2007. This discussion should be read in conjunction with our consolidated financial statements and notes to the consolidated financial statements included in this annual report as well as the section entitled
Forward-Looking Statements located before Part I of this report.

Executive Overview

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 170 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.



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Except where noted, and except for discussion on the consolidated statements of cash flows, the
management discussion and analysis below reflects the results of continuing operations, specifically excluding the results from operations and the divestitures of the Chemical Methods Associates subsidiary (CMA), the former Polymer
Business segment (Polymer Business), and Whitmire Micro-Gen Research Laboratories, Inc. (Whitmire) as discussed in Note 7 to the consolidated financial statements.

In the fiscal year ended December 28, 2007, net sales increased by $201.8 million compared to the prior year. As indicated in the following table,
excluding the impact of foreign currency exchange rates, acquisitions and divestitures, and sales agency fee income, our net sales increased by 3.5% for the fiscal year ended December 28, 2007, compared to the prior year.



|                              |  |                   |           |   |                   |   |           |        |  |     |  
|----------------------------- |  | ----------------- | --------- | - | ----------------- | - | --------- | ------ |  | --- | -
|                              |  | Fiscal Year Ended |           |   |                   |  
|(dollars in thousands)        |  | December 28, 2007 |           |   | December 29, 2006 |   |           | Change | 
|Net sales                     |  | $                 | 3,130,048 |   |                   | $ | 2,928,253 |        |  | 6.9 | %
|                              |  |                   |          
|Variance due to:              |  |                   |           |   |                   |   |           |        |  |     |  
|Foreign currency exchange     |  |                   |           |   |                   |   | 144,271   |        |  |     |  
|Acquisitions and divestitures |  |                   |           |   |                   |   | (52,038   | )      |  |     |  
|Sales agency fee income       |  |                   | (91,928   | ) |                   |   | (85,516   | )      |  |     |  
|                              |  |                   |           |   |                   |   |           |        |  |     |  
|                              |  |                   | (91,928   | ) |                   |   | 6,717     |        |  |     |  
|                              |  |                   |           |   |                   |   |           |        |  |     |  
|                              |  | $                 | 3,038,120 |   |                   | $ | 2,934,970 |        |  | 3.5 | %
|                              |  |                   |           |   |                   |   |           |        |  |     |  

Net sales in the fiscal year ended December 28, 2007 was impacted by our decision to withdraw
from a majority of the service-oriented laundry and ware washing business in the United States, which we announced in March 2006. Excluding this impact as well as the impact of foreign currency exchange rates, acquisitions and divestitures, and
sales agency fee income, the growth rate was 4.8% for the fiscal year ended 2007. We continue to show net sales growth in Europe, Latin America, and Asia Pacific driven primarily by increased sales volume, along with selective price increases in
certain business sectors and global geographic areas combined with general pricing actions, and the continued expansion of developing markets in Asia Pacific, Latin America, Central and Eastern Europe, Africa and the Middle East.

Our gross profit percentage improved in 2007, increasing 60 basis points compared to 2006, primarily due to selective price increases implemented
throughout most of our regions, cost savings from various supply chain optimization projects, and the favorable impact of our cost reduction programs. Our gross profit percentages for the two most recent fiscal years are set forth below:



|                  |   |  |                   |  
|----------------- | - |  | ----------------- | -
|Fiscal Year Ended |  
|December 28, 2007 |   |  | December 29, 2006 |  
|42.4              | % |  | 41.8              | %
|                  |   |  |                   |  

In November 2005, in response to structural changes in raw material markets that gave rise to
significant increases in our input costs, we announced the November 2005 Plan to implement an operational restructuring of our Company. The program also considers the potential divestiture of, or exit from, certain non-core or underperforming
businesses.

During the fiscal year 2007, we continued to make significant progress with the operational restructuring of our Company in
accordance with the November 2005 Plan. A number of key elements of this restructuring program were completed in 2007, while some were announced or commenced during the year. Elements of particular significance were:



| |  |  | completed the outsourcing of IT support work covering most of our major operating entities;
| | - |  | -------------------------------------------------------------------------------------------



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| |  |  | closed our manufacturing plant located in Bobigny, France, successfully completed the closure of our manufacturing plant in Polinya (Barcelona), Spain, and
reorganized the Valdemoro plant in Madrid to improve the utilization of our manufacturing assets;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | redesigned our North American supply chain footprint, including a reconfiguration of our manufacturing operations and the completion of a new, leased, 550,000
square foot consolidated warehouse in Sturtevant, Wisconsin, which achieved Gold Leadership in Environmental Energy and Design (LEED) certification;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | redesigned our European operations, initiating the transition to one centrally managed European region to strengthen the focus of our local organizations on sales
and marketing execution;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | initiated the divestiture of our factory and other related assets in Tsukuba (near Tokyo), Japan;
| | - |  | -------------------------------------------------------------------------------------------------



| |  |  | transitioned certain shared service finance activities in Western Europe to a third party provider, and the continued global transition of payroll and human
resource information systems to new providers; and
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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

In connection with the aforementioned and other activities under the November 2005 Plan, we recorded restructuring charges of approximately $27.2
million, which consisted primarily of severance costs, in the fiscal year ended December 28, 2007. In addition, we recorded $91.6 million for selling, general and administrative costs and a $0.6 million reduction to cost of sales (represents an
adjustment of previous inventory reserves) related to the November 2005 Plan for the fiscal year ended December 28, 2007, of which $12.8 million related to long-lived asset impairments, $2.0 million related to impairment of other tangible
related non-cash items, and $76.2 million related to other period costs associated with restructuring activities. The other period costs primarily included $28.2 million related to human resource, employee retention, benefit and outplacement costs,
$15.8 million of consulting services, and $14.3 million for information technology project expenses.

Critical Accounting Policies

The preparation of our 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 as of the date of the financial statements and the reported amounts of revenues and expenses during the reported periods. Actual results may differ from these
estimates under different assumptions or conditions. The following are the accounting policies that we believe are most critical to our financial condition and results of operations and that involve managements judgment and/or evaluation of
inherent uncertain factors:

Revenue Recognition. We recognize revenue on product sales when risk of loss and title to the product
is transferred to the customer. We record an estimated reduction to revenue for customer discount programs and incentive offerings, including allowances and other volume-based incentives. If market conditions were to decline, we may take actions to
increase customer incentive offerings, possibly resulting in a reduction of gross profit margins in the period during which the incentive is offered. Revenues are reflected in the consolidated statement of operations net of taxes collected from
customers and remitted to governmental authorities.

In arriving at net sales, we estimate the amounts of sales deductions likely to be
earned by customers in conjunction with incentive programs such as volume rebates and other discounts. Such estimates are based on written agreements and historical trends and are reviewed periodically for possible revision based on changes in facts
and circumstances.

Estimating Reserves and Allowances. We estimate inventory reserves based on periodic reviews of our inventory
balances to identify slow-moving or obsolete items. This determination is based on a number of factors, including new product introductions, changes in customer demand patterns, product life cycle, and historic usage trends.



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We estimate the allowance for doubtful accounts by analyzing accounts receivable balances by age,
applying historical trend rates, analyzing market conditions and specifically reserving for identified customer balances, based on known facts, which are deemed probable as uncollectible. For larger accounts greater than 90 days past due, an
allowance for doubtful accounts is recorded based on the customers ability and likelihood to pay and based on managements review of the facts and circumstances. For other customers, we recognize an allowance based on the length of time
the receivable is past due based on historical experience.

We accrue for losses associated with litigation and environmental claims based
on managements best estimate of future costs when such losses are probable and reasonably able to be estimated. We record those costs based on what management believes is the most probable amount of the liability within the ranges or, where no
amount within the range is a better estimate of the potential liability, at the minimum amount within the range. The accruals are adjusted as further information becomes available or circumstances change.

Pension and Post-Retirement Benefits. We sponsor separately funded pension and post-retirement plans in various countries, including the United
States. Several statistical and judgmental factors, which attempt to anticipate future events, are used in calculating the expense and liability related to the plans. These factors include assumptions about the discount rate, expected return on plan
assets, rate of future compensation increases and healthcare cost trends, as determined by us and our actuaries. In addition, our actuarial consultants also use subjective factors, such as withdrawal and mortality rates, to estimate these factors.
We use actuarial assumptions that may differ materially from actual results due to changing market and economic conditions, higher or lower withdrawal rates, longer or shorter life spans of participants and changes in actual costs of healthcare.
Actual results may significantly affect the amount of pension and other post-retirement benefit expenses recorded by us.

Goodwill and
Long-Lived Assets. We periodically conduct an impairment review on long-lived assets, including non-amortizing intangible assets and goodwill, and assess whether significant events or changes in business circumstances indicate that the carrying
value of the assets may not be recoverable. An impairment loss is recognized when the carrying amount of an asset exceeds the anticipated future undiscounted cash flows expected to result from the use of the asset and its eventual disposition. The
amount of the impairment loss to be recorded, if any, is calculated by the excess of the assets carrying value over its estimated fair value. We also periodically reassess the estimated remaining useful lives of our amortizing intangible
assets and our other long-lived assets. Changes to estimated useful lives would impact the amount of depreciation and amortization expense recorded in our consolidated financial statements. We annually complete an impairment analysis of goodwill and
non-amortizing intangible assets. Moreover, where indicators of impairment are identified for long-lived assets, we prepare a future undiscounted cash flow analysis, determine any impairment impact and record, if necessary, a reduction in the
affected asset(s). Based on our business approach to decision-making, planning and resource allocation, we have determined that we have five reporting units for purposes of evaluating goodwill for impairment, which is aligned with our five
geographic segments. Goodwill balances are typically recorded at the reporting unit level; however, where applicable, balances may be allocated to reporting units based upon geographic alignment. We performed the required impairment tests for fiscal
years 2007, 2006, and 2005, recording charges of $0.2 million, $0.2 million, and $0.7 million, respectively, to selling, general and administrative expenses for the impairment of indefinite-lived intangible assets. In connection with the November
2005 Plan, we recorded impairment charges on certain intangible assets and long-lived assets of $12.8 million, $41.8 million, and $4.2 million, during the twelve months ended December 28, 2007, December 29, 2006, and December 30,
2005, respectively.

New Accounting Pronouncements

In December 2007, the Financial Accounting Standards Board (FASB) issued SFAS No. 141(R), Business Combinations (SFAS No. 141(R)), which replaces SFAS No. 141,
Business Combinations. SFAS No. 141(R) retains the underlying concepts of SFAS No. 141 in that all business combinations are still required to be accounted for at fair value under the acquisition method of accounting,
but SFAS No. 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



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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 No. 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 No. 141(R) amends SFAS No. 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 No. 141(R) would also apply the provisions of SFAS No. 141(R). Early adoption is not permitted. The provisions of SFAS No. 141(R) are effective for the
fiscal year beginning on or after December 15, 2008, which for us is our fiscal year 2009. We are currently evaluating the impact of the provisions of SFAS No. 141(R).

In December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in Consolidated Financial Statements (SFAS
No. 160), an amendment of ARB No. 51. SFAS No. 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 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 No. 160 are effective for the fiscal year
beginning on or after December 15, 2008, which for us is our fiscal year 2009. We are currently evaluating the impact of the provisions of SFAS No. 160.

In January 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities  Including an amendment of FASB Statement No. 115 (SFAS
No. 159). SFAS No. 159 is intended to improve financial reporting by providing entities with the opportunity to mitigate volatility in reported earnings caused by measuring related assets and liabilities differently without having to
apply complex hedge accounting provisions. It also establishes presentation and disclosure requirements designed to facilitate comparisons between entities that choose different measurement attributes for similar types of assets and liabilities. The
statement does not affect any existing accounting literature that requires certain assets and liabilities to be carried at fair value, and it does not establish requirements for recognizing dividend income, interest income or interest expense. It
also does not eliminate disclosure requirements included in other accounting standards. The provisions of SFAS No. 159 are effective for the fiscal year beginning after November 15, 2007, which for us is our fiscal year 2008. The adoption
of SFAS No. 159 is not expected to have a significant effect on our financial condition, results of operations or cash flows.

In
September 2006, the FASB issued SFAS No. 157, Fair Value Measurements (SFAS No. 157). SFAS No. 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. The provisions of SFAS No. 157 are effective for the fiscal year beginning after November 15, 2007, which for us is our fiscal year 2008. The adoption
of SFAS No. 157 is not expected to have a significant effect on our financial condition, results of operations or cash flows.

In
September 2006, the FASB issued SFAS No. 158, Employers Accounting for Defined Benefit Pension and Other Postretirement Plans (SFAS No. 158), an amendment of FASB Statements No. 87, 88, 106, and
132 (R). SFAS No. 158 requires an employer to recognize the over-funded or under-funded status of a defined benefit postretirement plan as an asset or liability in its consolidated balance sheets and to recognize changes in that funded status
in the year in which the changes occur through comprehensive income. SFAS No. 158 also requires the measurement of defined benefit plan assets and obligations as of the date of the employers fiscal year-end consolidated balance sheets
(with limited exceptions).

We adopted the recognition and disclosure provisions of SFAS No. 158 effective December 28, 2007, the
incremental effects of which are presented in the table below. The adoption of SFAS No. 158 had no effect on our consolidated statement of operations for year ended December 28, 2007. Had we not been required to adopt SFAS No. 158 at
December 28, 2007, we would have recognized an additional minimum liability pursuant to the provision of SFAS No. 87. The effect of recognizing the additional minimum liability is included in the table below in the column labeled
Prior to Adopting SFAS No. 158.



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|                                                |  |                              |         |                               |   |         |                                |  |   |        
|----------------------------------------------- |  | ---------------------------- | ------- | ----------------------------- | - | ------- | ------------------------------ |  | - | -------
|                                                |  | Prior toAdopting SFASNo. 158 |         | Effect ofAdopting SFASNo. 158 |   |         | As Reported atDecember 28,2007
|Other intangibles, net                          |  | $                            | 302,311 |                               | $ | (236    | )                              |  | $ | 302,075
|Other assets                                    |  |                              | 116,383 |                               |   | (27,309 | )                              |  |   | 89,074 
|Accrued expenses                                |  |                              | 479,268 |                               |   | 6,746   |                                |  |   | 486,014
|Pension and other post-retirement benefits      |  |                              | 223,138 |                               |   | 10,539  |                                |  |   | 233,677
|Deferred income taxes (non-current liabilities) |  |                              | 91,137  |                               |   | (1,270  | )                              |  |   | 89,867 
|Accumulated other comprehensive income          |  |                              | 341,578 |                               |   | (46,100 | )                              |  |   | 295,478

The requirement to measure plan assets and benefit obligations as of the date of the
employers fiscal year-end consolidated balance sheets will be effective in fiscal year 2008.

In June 2006, the FASB issued FASB
Interpretation No. 48, Accounting for Uncertainty in Income Taxes  an Interpretation of FASB Statement No. 109 (FIN No. 48), which clarifies the accounting for uncertainty in income taxes
recognized in an enterprises financial statements in accordance with SFAS No. 109, Accounting for Income Taxes. The interpretation prescribes a recognition threshold and measurement attribute criteria for the financial
statement recognition and measurement of a tax position taken or expected to be taken in a tax return. See Note 17 (Income Taxes) to our consolidated financial statements, included elsewhere in this report, for further discussion.

For an additional discussion of our critical accounting policies and a discussion of new accounting pronouncements, see Note 2 to our consolidated
financial statements included elsewhere in this report.

Fiscal Year Ended December 28, 2007, Compared to Fiscal Year Ended December 29, 2006

Net Sales:



|                              |  |                   |           |                   |   |           |  |            |         |  |     |  
|----------------------------- |  | ----------------- | --------- | ----------------- | - | --------- |  | ---------- | ------- |  | --- | -
|                              |  | Fiscal Year Ended |           | Change            |  
|(dollars in thousands)        |  | December 28, 2007 |           | December 29, 2006 |   | Amount    |  | Percentage |        
|Net product and service sales |  | $                 | 3,038,120 |                   | $ | 2,842,737 |  | $          | 195,383 |  | 6.9 | %
|Sales agency fee income       |  |                   | 91,928    |                   |   | 85,516    |  |            | 6,412   |  | 7.5 | %
|                              |  |                   |           |                   |   |           |  |            |         |  |     |  
|                              |  | $                 | 3,130,048 |                   | $ | 2,928,253 |  | $          | 201,795 |  | 6.9 | %
|                              |  |                   |           |                   |   |           |  |            |         |  |     |  



| |  |  | The weakening of the U.S. dollar against the euro and certain other foreign currencies contributed $151.2 million to the increase in net sales.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Excluding the impact of foreign currency exchange rates, acquisitions and divestitures, and sales agency fee income, net sales increased by 3.5% in 2007 compared to
the prior year. When the withdrawal from a majority of the service-oriented laundry and ware washing business in the United States is also excluded, the growth rate was 4.8%. This growth was primarily due to strong growth in our European, Latin
America, and Asia Pacific regions where growth rates were 6.3% or higher. These gains were partially offset by declining sales in Japan and North America.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | In Europe, which includes our African and Middle Eastern markets, net sales increased 6.3% compared to the prior year. This growth was primarily driven by higher
sales volumes throughout most countries in our European region, resulting from top customer growth, retention, and growing new product platforms.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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| |  |  | In Latin America, net sales increased 9.8% compared to the prior year, primarily driven by higher sales volumes throughout most of the region. Significant factors
contributing to that increase include growth from our food and lodging, food and beverage, and retail sectors. Strong relationships and growth within our indirect channel partners, who access a variety of sectors, also made a significant
contribution.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | In Asia Pacific, net sales increased 10.8% compared to the prior year, led by strong sales volume growth in the food and beverage, food and lodging, and retail
sectors.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | In Japan, net sales decreased 3.8% compared to the prior year, primarily due to a challenging Japanese economy and a decline in the facilities solutions business
driven by a reduction in the frequency of cleaning and a movement to different types of floor surfaces.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | In North America, net sales decreased 2.3 % compared to the prior year. This sales decline reflects the impact of our withdrawal from a majority of the
service-oriented laundry and ware washing business in the United States. Excluding the impact of this withdrawal, our North American sales increased 2.2%.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Excluding a $7.0 million increase from the weakening of the U.S. dollar against the euro and certain other foreign currencies, net sales under our Sales Agency
Agreement decreased by $0.5 million, or 0.6%, in 2007 compared to the same period in the prior year. This decline includes an increase in partial termination fees of $2.0 million in our European segment.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

In October 2007, we agreed on the Umbrella Agreement with Unilever, 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
our subsidiaries a license to produce and sell professional size packs of Unilevers consumer brand 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 Agreement became effective January 1, 2008, and unless otherwise terminated or extended, will expire on December 31, 2017.

Gross Profit:



|                                           |  |                   |           |   |                   |   |           |        |  |            |         |  |     |  
|------------------------------------------ |  | ----------------- | --------- | - | ----------------- | - | --------- | ------ |  | ---------- | ------- |  | --- | -
|                                           |  | Fiscal Year Ended |           |   | Change            |  
|(dollars in thousands)                     |  | December 28, 2007 |           |   | December 29, 2006 |   |           | Amount |  | Percentage |        
|Gross Profit                               |  | $                 | 1,327,962 |   |                   | $ | 1,225,469 |        |  | $          | 102,493 |  | 8.4 | %
|Gross profit as a percentage of net sales: |  |                   | 42.4      | % |                   |   | 41.8      | %      |  |            |         |  |     |  



| |  |  | The weakening of the U.S. dollar against the euro and certain other foreign currencies increased gross profit by $65.7 million in 2007 compared to the prior year.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Excluding the impact of foreign currency exchange rates, gross profit increased $36.8 million in 2007 compared to the prior year, primarily due to higher sales
volumes in our European, Latin America, and Asia Pacific regions as mentioned above.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Our gross profit percentage for 2007 improved 60 basis points over 2006 with higher margins in all of our regions except Japan. Selective price increases, cost
savings from various supply chain optimization projects, and the favorable impact of our cost reduction programs from our November 2005 Plan contributed to the increased margin.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



30



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##### Table of Contents

Operating Expenses:



|                                             |  |                   |           |   |                   |   |           |        |  |   |            |   |  |       |  
|-------------------------------------------- |  | ----------------- | --------- | - | ----------------- | - | --------- | ------ |  | - | ---------- | - |  | ----- | -
|                                             |  | Fiscal Year Ended |           |   | Change            |  
|(dollars in thousands)                       |  | December 28, 2007 |           |   | December 29, 2006 |   |           | Amount |  |   | Percentage |  
|Selling, general and administrative expenses |  | $                 | 1,154,734 |   |                   | $ | 1,159,242 |        |  | $ | (4,508     | ) |  | -0.4  | %
|Research and development expenses            |  |                   | 68,018    |   |                   |   | 60,526    |        |  |   | 7,492      |   |  | 12.4  | %
|Restructuring expenses                       |  |                   | 27,165    |   |                   |   | 114,787   |        |  |   | (87,622    | ) |  | -76.3 | %
|                                             |  |                   |           |   |                   |   |           |        |  |   |            |   |  |       |  
|                                             |  | $                 | 1,249,917 |   |                   | $ | 1,334,555 |        |  | $ | (84,638    | ) |  | -6.3  | %
|                                             |  |                   |           |   |                   |   |           |        |  |   |            |   |  |       |  
|As a percentage of net sales:                |  |                   |           |   |                   |   |           |        |  |   |            |   |  |       |  
|Selling, general and administrative expenses |  |                   | 36.9      | % |                   |   | 39.6      | %      |  |   |            |   |  |       |  
|Research and development expenses            |  |                   | 2.2       | % |                   |   | 2.1       | %      |  |   |            |   |  |       |  
|Restructuring expenses                       |  |                   | 0.9       | % |                   |   | 3.9       | %      |  |   |            |   |  |       |  
|                                             |  |                   |           |   |                   |   |           |        |  |   |            |   |  |       |  
|                                             |  |                   | 40.0      | % |                   |   | 45.6      | %      |  |   |            |   |  |       |  
|                                             |  |                   |           |   |                   |   |           |        |  |   |            |   |  |       |  



| |  |  | The weakening of the U.S. dollar against the euro and certain other foreign currencies increased operating expenses by $55.5 million in 2007 compared to the prior
year.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Excluding costs associated with the November 2005 Plan, selling, general, and administrative costs, as a percentage of net sales were 34.0% in the 2007 compared to
35.4% for the prior year due to accelerated savings from our November 2005 Plan and controlled spending achieved in most of our regions. Excluding the impact of foreign currency and costs associated with our restructuring programs under the November
2005 Plan, selling, general and administrative costs declined $22.5 million in 2007 compared to the prior year.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Excluding the impact of foreign currency exchange rates, research and development expenses increased $5.9 million in 2007 compared to the prior year.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Excluding the impact of foreign currency exchange rates, restructuring expenses declined $93.2 million compared to the prior year period, primarily due to decreased
employee severance and other expenses related to the November 2005 Plan in our North American and European business segments as well as our Corporate Center.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Restructuring and Integration:

A summary of all costs associated with the November 2005 Plan during
2007, and since its inception in November 2005, is outlined below:



|                                                                        |  |                   |         |   |                      |   |         |   |  |   |          |  
|----------------------------------------------------------------------- |  | ----------------- | ------- | - | -------------------- | - | ------- | - |  | - | -------- | -
|                                                                        |  | Fiscal Year Ended |         |   | Total Projectto Date |  
|(dollars in thousands)                                                  |  | December 28, 2007 |         |   | December 29, 2006    |   |        
|Reserve balance at beginning of period                                  |  | $                 | 70,225  |   |                      | $ | 2,347   |   |  | $ |         |  
|Restructuring costs charged to income                                   |  |                   | 27,239  |   |                      |   | 114,787 |   |  |   | 146,535  |  
|Liability adjustments                                                   |  |                   | (70     | ) |                      |   |        |   |  |   | 313      |  
|Payments of accrued costs                                               |  |                   | (51,168 | ) |                      |   | (46,909 | ) |  |   | (100,622 | )
|                                                                        |  |                   |         |   |                      |   |         |   |  |   |          |  
|Reserve balance at end of period                                        |  | $                 | 46,226  |   |                      | $ | 70,225  |   |  | $ | 46,226   |  
|                                                                        |  |                   |         |   |                      |   |         |   |  |   |          |  
|Period costs classified as selling, general and administrative expenses |  | $                 | 91,614  |   |                      | $ | 121,880 |   |  | $ | 229,142  |  
|Period costs (reductions) classified as cost of sales                   |  |                   | (562    | ) |                      |   | 4,314   |   |  |   | 3,752    |  
|Capital expenditures                                                    |  |                   | 22,084  |   |                      |   | 17,943  |   |  |   | 40,998   |  



| |  |  | During the fiscal years 2007 and 2006, we recorded $27.2 million and $114.8 million, respectively, of restructuring costs related to our November 2005 Plan in our
consolidated statements of operations. These costs consisted primarily of involuntary termination and other costs incurred mainly throughout North America and Europe. In addition, during fiscal years 2007 and 2006, we recorded $91.6 million and
$121.9 million, respectively, of selling, general and administrative expenses and $(0.6) million (represents an adjustment of previous inventory reserves) and $4.3 million, respectively, for
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



31



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##### Table of Contents

| | cost of sales, of which $12.8 million related to long-lived asset impairments, $2.0 million related to impairment of other tangible related non-cash items,
and $76.2 million related to other period costs associated with restructuring activities. The decrease in these expenses over the prior year was mainly due to reduced restructuring activity within our North American business related to the
withdrawal from a majority of the service-oriented laundry and ware washing business.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | In connection with the acquisition of the DiverseyLever business, we recorded liabilities for the involuntary termination of former DiverseyLever employees and
other exit costs associated with former DiverseyLever facilities. During the fiscal years 2007 and 2006, we paid cash of $1.0 million and $2.7 million, respectively, representing contractual obligations associated with involuntary termination and
lease payments on closed facilities, primarily in Europe and North America. The restructuring reserve balances associated with the exit plans and the acquisition-related restructuring plans was $1.6 million and $2.8 million as of December 28,
2007 and December 29, 2006, respectively. We continue to make cash payments representing contractual obligations associated with involuntary terminations and lease payments on closed facilities.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Based on the continued historical U.S. tax losses and the anticipated additional expenses to be incurred in the U.S. as part of the November 2005 Plan, we continued
to conclude that it was not more likely than not that U.S. deferred tax assets would be fully realized. Accordingly, we recorded a charge for an additional U.S. valuation allowance of $26.3 million and $2.1 million for continuing operations for the
years ended December 28, 2007 and December 29, 2006, respectively. We do not believe the valuation allowances recorded in fiscal years 2007 and 2006 are indicative of future cash tax expenditures. If the November 2005 Plan produces the
anticipated results, we anticipate that all or a portion of the valuation allowance would reverse in future periods, similar to the partial reduction of valuation allowance in discontinued operations for fiscal year 2006 related to the divestiture
of the former Polymer Business segment.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Non-Operating Results:



|                            |  |                   |         |   |                   |   |         |        |  |   |            |   |  |        |  
|--------------------------- |  | ----------------- | ------- | - | ----------------- | - | ------- | ------ |  | - | ---------- | - |  | ------ | -
|                            |  | Fiscal Year Ended |         |   | Change            |  
|(dollars in thousands)      |  | December 28, 2007 |         |   | December 29, 2006 |   |         | Amount |  |   | Percentage |  
|Interest expense            |  | $                 | 106,603 |   |                   | $ | 120,578 |        |  | $ | (13,975    | ) |  | -11.6  | %
|Interest income             |  |                   | (10,043 | ) |                   |   | (12,995 | )      |  |   | 2,952      |   |  | -22.7  | %
|                            |  |                   |         |   |                   |   |         |        |  |   |            |   |  |        |  
|Net interest expense        |  | $                 | 96,560  |   |                   | $ | 107,583 |        |  | $ | (11,023    | ) |  | -10.2  | %
|                            |  |                   |         |   |                   |   |         |        |  |   |            |   |  |        |  
|Other (income) expense, net |  |                   | (796    | ) |                   |   | 5,232   |        |  |   | (6,028     | ) |  | -115.2 | %



| |  |  | Net interest expense decreased during 2007 compared to the prior year primarily due to lower average debt balances in 2007. The lower average debt balances resulted
from the June 2006 repayment of $420.0 million of term debt using the proceeds from the sale of the Polymer Business, partially offset by the drawing of the $100.0 million delayed draw term loan in July of 2006. In addition, interest income
decreased as a result of lower average cash balances during the period as compared to the same period last year. The decrease in cash balances resulted from cash used to fund activities related to the November 2005 Plan and capital expenditures
during the year.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Other (income)/expense, net, increased compared to the prior year, primarily due to net gains from foreign currency translation and transactions.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------



32



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##### Table of Contents

Income Taxes:



|                                                                                                               |  |                   |         |   |                   |   |          |        |  |            |         |  |        |  
|-------------------------------------------------------------------------------------------------------------- |  | ----------------- | ------- | - | ----------------- | - | -------- | ------ |  | ---------- | ------- |  | ------ | -
|                                                                                                               |  | Fiscal Year Ended |         |   | Change            |  
|(dollars in thousands)                                                                                         |  | December 28, 2007 |         |   | December 29, 2006 |   |          | Amount |  | Percentage |        
|Loss from continuing operations, including minority interests, before income taxes and discontinued operations |  | $                 | (17,719 | ) |                   | $ | (221,926 | )      |  | $          | 204,207 |  | 92.0   | %
|Provision for (benefit from) income taxes                                                                      |  |                   | 70,037  |   |                   |   | (87,085  | )      |  |            | 157,122 |  | -180.4 | %
|Effective income tax rate                                                                                      |  |                   | -395.3  | % |                   |   | 39.2     | %      |  |            |         |  |        |  



| |  |  | We reported an effective income tax rate of -395.3% on the pre-tax loss from continuing operations for the fiscal year ended December 28, 2007. The high
effective income tax rate is primarily the result of increased valuation allowances against deferred tax assets for U.S. and international tax loss and credit carryforwards, increased valuation allowances against other net deferred tax assets, and
increases in tax contingency reserves.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | We reported an effective income tax rate of 39.2% on the pre-tax loss from continuing operations for the fiscal year ended December 29, 2006. In fiscal year
2006, the provision for income taxes on the pre-tax loss exceeded the statutory tax rate of 35% primarily due to the Companys ability to claim tax benefit for continuing operations for the use of the current year U.S. and state losses and U.S.
foreign tax credits to offset tax on the gain from the divestiture of the Polymer Business segment. In addition, as a result of the Tax Increase Prevention and Reconciliation Act of 2006, the Company has determined that earnings of certain foreign
subsidiaries are no longer subject to immediate U.S. tax and will now be considered permanently reinvested. A decrease in income tax expense results as the foreign subsidiaries were, collectively, subject to a rate of tax lower than the U.S.
statutory tax rate. These income tax benefits were partially offset by charges to income tax expense for an increase in valuation allowance on U.S. tax credits and losses of international subsidiaries.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Net Income:

Our net income decreased by $204.9
million, to a net loss of $86.6 million in fiscal year 2007 compared to income of $118.3 million for in fiscal year 2006, primarily due to decreased income of $252.0 million from discontinued operations driven by the divestiture of the Polymer
Business in June 2006, which increased income by $235.9 million (net of tax) in 2006, and an increase in the income tax provision of $157.1 million in 2007 compared to the prior year. This was offset by decreased net interest expense of $11.0
million from lower average debt balances and an increased operating profit of $187.1 million in 2007, which mainly resulted from a $122.8 million decrease in restructuring expenses and other period costs associated with the November 2005 Plan, a
$102.5 million increase in gross profit, and controlled selling, general and administrative spending (excluding restructuring costs).

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 profit 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 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



33



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##### Table of Contents

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.

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.

EBITDA for fiscal year 2007 was $235.6 million, which decreased by $229.6 million in 2007 compared to the prior year, primarily due to the divestiture of
the Polymer Business, which increased EBITDA by $352.9 million in 2006. In 2007, this was partially offset by a $93.8 million decrease in restructuring costs and period costs included in selling, general and administrative costs related to our
November 2005 Plan, primarily in North America, Europe, and the Corporate Center.

Fiscal Year Ended December 29, 2006, Compared to Fiscal Year
Ended December 30, 2005

Net Sales:



|                              |  |                   |           |                   |   |           |  |   |            |   |  |      |  
|----------------------------- |  | ----------------- | --------- | ----------------- | - | --------- |  | - | ---------- | - |  | ---- | -
|                              |  | Fiscal Year Ended |           | Change            |  
|(dollars in thousands)        |  | December 29, 2006 |           | December 30, 2005 |   | Amount    |  |   | Percentage |  
|Net product and service sales |  | $                 | 2,842,737 |                   | $ | 2,854,417 |  | $ | (11,680    | ) |  | -0.4 | %
|Sales agency fee income       |  |                   | 85,516    |                   |   | 94,105    |  |   | (8,589     | ) |  | -9.1 | %
|                              |  |                   |           |                   |   |           |  |   |            |   |  |      |  
|                              |  | $                 | 2,928,253 |                   | $ | 2,948,522 |  | $ | (20,269    | ) |  | -0.7 | %
|                              |  |                   |           |                   |   |           |  |   |            |   |  |      |  



| |  |  | The U.S. dollar remained largely unchanged against the euro and certain other foreign currencies during 2006, and consequently, changes in foreign exchange rates
had a negligible impact on the decrease in net product and service sales compared to the prior year.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Excluding the impact of foreign currency exchange rates, acquisitions and divestitures, and sales agency fee income, net sales increased 1.0% in 2006 compared to
the prior year, primarily due to price increases taking hold globally, a strong performance from North Americas core businesses and the expansion of developing markets in Asia Pacific, Latin America, Central and Eastern Europe, Africa and the
Middle East, which more than offset the impact of our withdrawal from a majority of the service-oriented laundry and ware washing business in the United States.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | In North America, net sales decreased 2.4% compared to the prior year. This sales decline reflects the impact of our withdrawal from a majority of the
service-oriented laundry and ware washing business in the United States. Excluding the impact of the withdrawal from the service-oriented laundry and ware washing business and divestitures of other non-core businesses, our core North American
business grew over 6%, driven by a balance of volume growth and price increases implemented in 2005 and 2006.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | In our Europe, Africa and Middle East markets, net sales increased 2.7% compared to the prior year. This growth rate was impacted by a correction in the accounting
treatment for certain equipment leases that increased net sales by $15.3 million in the first quarter of 2005. Excluding the impact of this adjustment, net sales in the region grew by 3.8% in 2006 compared to 2005. This growth was primarily due to
price increases taking hold and increased sales volume in our Central European area and in developing countries in Eastern Europe, Africa and the Middle East.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



34



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##### Table of Contents

| |  |  | In Asia Pacific, net sales increased 6.8% compared to the prior year, primarily due to growth in the food and beverage business and the lodging, retail and
quick-service restaurant sectors.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | In Latin America, net sales increased 8.2% compared to the prior year, driven by increased sales in most geographic areas, with growth from the food and beverage
business, retail and lodging sectors and distribution, partially offset by lower health and hospitality sales in Mexico, where tourism has been adversely affected by hurricane damage, and the planned withdrawal from the cruise ship business in the
Caribbean.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | In Japan, net sales decreased by 5.2% compared to the prior year, primarily as a result of the restructuring of the service relationship at a core Japanese retail
customer, the planned withdrawal from low margin filter sales in the food and beverage business and a change from direct selling to a joint venture for sales and distribution to select food service customers in the Tokyo metropolitan market.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Excluding the impact of foreign currency exchange rates, agency fee income under our Sales Agency Agreement with Unilever decreased by $9.6 million, or
10.1%, in 2006, primarily as a result of an additional $6.9 million in partial termination fees recorded in 2005.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Gross Profit:



|                                           |  |                   |           |   |                   |   |           |        |  |   |            |   |  |      |  
|------------------------------------------ |  | ----------------- | --------- | - | ----------------- | - | --------- | ------ |  | - | ---------- | - |  | ---- | -
|                                           |  | Fiscal Year Ended |           |   | Change            |  
|(dollars in thousands)                     |  | December 29, 2006 |           |   | December 30, 2005 |   |           | Amount |  |   | Percentage |  
|Gross Profit                               |  | $                 | 1,225,469 |   |                   | $ | 1,256,619 |        |  | $ | (31,150    | ) |  | -2.5 | %
|                                           |  |                   |           |  
|Gross profit as a percentage of net sales: |  |                   | 41.8      | % |                   |   | 42.6      | %      |  |   |            |   |  |      |  



| |  |  | Changes in foreign exchange rates had a negligible impact on the decrease in gross profit during 2006 compared to the prior year.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------



| |  |  | The decline in gross profit in 2006 was primarily due to pricing actions taken in 2005 and in the first half of 2006 not fully offsetting the impact of raw material
cost increases, which had a particularly strong impact on our floor care business, where acrylic-based polymers are common in product formulations. Gross profit was also adversely impacted by higher freight and transportation costs, primarily
attributable to the rise in crude oil prices and changes in U.S. transportation legislation that has affected driver hours and carrier availability. In Europe, gross profit in the first quarter of 2005 included a correction in accounting treatment
for certain equipment leases which increased our gross profit by $5.8 million. In addition, costs associated with the transition to a new logistics provider at one of our Asia Pacific operations contributed to the margin deterioration.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | We continue to pursue cost reduction initiatives under our November 2005 Plan.
| | - |  | ------------------------------------------------------------------------------

Operating Expenses:



|                                             |  |                   |           |   |                   |   |           |        |  |            |         |  |       |  
|-------------------------------------------- |  | ----------------- | --------- | - | ----------------- | - | --------- | ------ |  | ---------- | ------- |  | ----- | -
|                                             |  | Fiscal Year Ended |           |   | Change            |  
|(dollars in thousands)                       |  | December 29, 2006 |           |   | December 30, 2005 |   |           | Amount |  | Percentage |        
|Selling, general and administrative expenses |  | $                 | 1,159,242 |   |                   | $ | 1,104,940 |        |  | $          | 54,302  |  | 4.9   | %
|Research and development expenses            |  |                   | 60,526    |   |                   |   | 56,533    |        |  |            | 3,993   |  | 7.1   | %
|Restructuring expenses                       |  |                   | 114,787   |   |                   |   | 17,677    |        |  |            | 97,110  |  | 549.4 | %
|                                             |  |                   |           |   |                   |   |           |        |  |            |         |  |       |  
|                                             |  | $                 | 1,334,555 |   |                   | $ | 1,179,150 |        |  | $          | 155,405 |  | 13.2  | %
|                                             |  |                   |           |   |                   |   |           |        |  |            |         |  |       |  
|As a percentage of net sales:                |  |                   |           |   |                   |   |           |        |  |            |         |  |       |  
|Selling, general and administrative expenses |  |                   | 39.6      | % |                   |   | 37.5      | %      |  |            |         |  |       |  
|Research and development expenses            |  |                   | 2.1       | % |                   |   | 1.9       | %      |  |            |         |  |       |  
|Restructuring expenses                       |  |                   | 3.9       | % |                   |   | 0.6       | %      |  |            |         |  |       |  
|                                             |  |                   |           |   |                   |   |           |        |  |            |         |  |       |  
|                                             |  |                   | 45.6      | % |                   |   | 40.0      | %      |  |            |         |  |       |  
|                                             |  |                   |           |   |                   |   |           |        |  |            |         |  |       |  



35



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##### Table of Contents

| |  |  | Changes in foreign exchange rates had a negligible impact on the change in operating expenses during 2006 compared to the prior year.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Excluding the impact of foreign currency and costs associated with our restructuring programs and reflecting the initial impact of our progress under the November
2005 Plan, selling, general and administrative costs declined $24.0 million compared to the prior year. The decline was due to controlled spending and accelerated savings from our November 2005 Plan, primarily in our North American and European
business segments.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Excluding the impact of foreign currency, research and development expenses increased $4.1 million compared to the prior year.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------



| |  |  | Excluding the impact of foreign currency, restructuring expenses increased $96.8 million compared to the prior year, primarily due to employee severance and other
expenses related to the November 2005 Plan, which were incurred by our North American and European business segments as well as our Corporate Center.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Restructuring and Integration:

A summary of all costs associated with the November 2005 Plan during
2006, and since its inception in November 2005, is outlined below:



|                                                                        |  |                   |         |   |                      |   |        |   |  |   |         |  
|----------------------------------------------------------------------- |  | ----------------- | ------- | - | -------------------- | - | ------ | - |  | - | ------- | -
|                                                                        |  | Fiscal Year Ended |         |   | Total Projectto Date |  
|(dollars in thousands)                                                  |  | December 29, 2006 |         |   | December 30, 2005    |   |       
|Reserve balance at beginning of period                                  |  | $                 | 2,347   |   |                      | $ |       |   |  | $ |        |  
|Restructuring costs charged to income                                   |  |                   | 114,787 |   |                      |   | 4,509  |   |  |   | 119,296 |  
|Liability adjustments                                                   |  |                   |        |   |                      |   | 383    |   |  |   | 383     |  
|Payments of accrued costs                                               |  |                   | (46,909 | ) |                      |   | (2,545 | ) |  |   | (49,454 | )
|                                                                        |  |                   |         |   |                      |   |        |   |  |   |         |  
|Reserve balance at end of period                                        |  | $                 | 70,225  |   |                      | $ | 2,347  |   |  | $ | 70,225  |  
|                                                                        |  |                   |         |   |                      |   |        |   |  |   |         |  
|Period costs classified as selling, general and administrative expenses |  | $                 | 121,880 |   |                      | $ | 15,648 |   |  | $ | 137,528 |  
|Period costs classified as cost of sales                                |  |                   | 4,314   |   |                      |   |       |   |  |   | 4,314   |  
|Capital expenditures                                                    |  |                   | 17,943  |   |                      |   | 971    |   |  |   | 18,914  |  



| |  |  | During fiscal years 2006 and 2005, we recorded $114.8 million and $4.5 million, respectively, of restructuring costs related to our November 2005 Plan in our
consolidated statements of operations. These costs consisted primarily of involuntary termination and other costs incurred by our North American and European business segments as well as our Corporate Center. In addition, during fiscal years 2006
and 2005, we recorded $121.9 million and $15.6 million, respectively, of selling, general and administrative expenses and $4.3 million and $0, respectively for cost of sales, of which $41.8 million and $0, respectively, related to long-lived asset
impairments, $11.1 million and $0, respectively, related to impairment of other tangible related non-cash items and $73.3 million and $15.6 million, respectively, related to other period costs associated with restructuring activities. The increase
in these expenses over the prior year was mainly due to restructuring initiatives at our North American and European segments as well as charges incurred at the Corporate Center.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | In connection with the acquisition of the DiverseyLever business, we recorded liabilities for the involuntary termination of former DiverseyLever employees and
other exit costs associated with former DiverseyLever facilities. During fiscal years 2006 and 2005, we paid cash of $2.7 million and $16.5 million, respectively, representing contractual obligations associated with involuntary terminations and
lease payments on closed facilities, primarily in Europe and North America. The restructuring reserve balances associated with the exit plans and the acquisition-related restructuring plans was $2.8 million and $5.7 million as of December 29,
2006 and December 30, 2005, respectively. We continue to make cash payments representing contractual obligations associated with involuntary terminations and lease payments on closed facilities.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Based on the continued historical U.S. tax losses and the anticipated additional expenses to be incurred in the U.S. as part of the November 2005 Plan, the Company
continued to conclude that it was not more likely than not that U.S. deferred tax
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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| | assets would be fully realized. Accordingly, the Company recorded a charge for an additional U.S. valuation allowance of $2.1 million for continuing
operations for the year ended December 29, 2006. The Company does not believe the valuation allowances recorded in fiscal years 2005 and 2006 are indicative of future cash tax expenditures. If the November 2005 Plan produces the results
anticipated by management, the Company anticipates that all or a portion of the valuation allowance would reverse in future periods, similar to the partial reduction of valuation allowance in discontinued operations for fiscal year 2006 related to
the divestiture of the former Polymer Business segment.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Non-Operating Results:



|                       |  |                   |         |   |                   |   |         |        |  |   |            |   |  |       |  
|---------------------- |  | ----------------- | ------- | - | ----------------- | - | ------- | ------ |  | - | ---------- | - |  | ----- | -
|                       |  | Fiscal Year Ended |         |   | Change            |  
|(dollars in thousands) |  | December 29, 2006 |         |   | December 30, 2005 |   |         | Amount |  |   | Percentage |  
|Interest expense       |  | $                 | 120,578 |   |                   | $ | 142,853 |        |  | $ | (22,275    | ) |  | -15.6 | %
|Interest income        |  |                   | (12,995 | ) |                   |   | (8,856  | )      |  |   | (4,139     | ) |  | 46.7  | %
|                       |  |                   |         |   |                   |   |         |        |  |   |            |   |  |       |  
|Net interest expense   |  | $                 | 107,583 |   |                   | $ | 133,997 |        |  | $ | (26,414    | ) |  | -19.7 | %
|                       |  |                   |         |   |                   |   |         |        |  |   |            |   |  |       |  
|Other expense, net     |  |                   | 5,232   |   |                   |   | 960     |        |  |   | 4,272      |   |  | 445.0 | %



| |  |  | Net interest expense decreased during 2006 compared to the prior year period. In 2005, we recorded $8.7 million of interest expense due to the ineffectiveness of
our EURIBOR-based interest rate swap agreements arising from the repayment of the euro portion of our term loan B in April 2005. Also in 2005, we wrote off $11.7 million of unamortized debt issuance costs in connection with the December 2005
amendments to our senior secured credit facilities. In addition, interest expense in 2006 was lower than the prior year due to lower average net debt levels in 2006.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Other expense, net, increased compared to the prior year, primarily due to higher net losses from foreign currency translation and transactions.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------

Income Taxes:



|                                                                                                               |  |                   |          |   |                   |   |         |        |  |   |            |   |  |        |  
|-------------------------------------------------------------------------------------------------------------- |  | ----------------- | -------- | - | ----------------- | - | ------- | ------ |  | - | ---------- | - |  | ------ | -
|                                                                                                               |  | Fiscal Year Ended |          |   | Change            |  
|(dollars in thousands)                                                                                         |  | December 29, 2006 |          |   | December 30, 2005 |   |         | Amount |  |   | Percentage |  
|Loss from continuing operations, including minority interests, before income taxes and discontinued operations |  | $                 | (221,926 | ) |                   | $ | (57,423 | )      |  | $ | (164,503   | ) |  | 286.5  | %
|Provision for (benefit from) income taxes                                                                      |  |                   | (87,085  | ) |                   |   | 138,828 |        |  |   | (225,913   | ) |  | -162.7 | %
|Effective income tax rate                                                                                      |  |                   | 39.2     | % |                   |   | -241.8  | %      |  |   |            |   |  |        |  



| |  |  | In fiscal year 2006, the provision for income taxes decreased from the prior year primarily due to the Companys ability to claim tax benefit for continuing
operations for the use of the current year U.S. and state losses and U.S. foreign tax credits to offset tax on the gain from the divestiture of the Polymer Business segment. In addition, as a result of the Tax Increase Prevention and Reconciliation
Act of 2006, the Company has determined that earnings of certain foreign subsidiaries are no longer subject to immediate U.S. tax and will now be considered permanently reinvested. A decrease in income tax expense results as the foreign subsidiaries
were, collectively, subject to a rate of tax lower than the U.S. statutory tax rate. These income tax benefits were partially offset by charges to income tax expense for an increase in valuation allowance on U.S. tax credits and losses of
international subsidiaries.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | In fiscal year 2005, the negative effective tax rate on a pre-tax loss is primarily due to charges for increases in valuation allowances against U.S. and
international deferred tax assets of $140.2 million and $11.6 million, respectively, and because a tax benefit could not be claimed for book goodwill considered disposed as part of divestitures occurring in fiscal year 2005.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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Net Income:

We recorded net income of $118.3 million in fiscal year 2006 compared to a net loss of $166.6 million in fiscal year 2005. The difference of $284.9 million was primarily due to the gain of $235.9 million (net of tax) on the sale of our
Polymer Business, a decrease in the income tax provision on continuing operations of $225.9 million, and a decrease in net interest expense of $26.4 million. These factors were partially offset by an increase of $179.3 million in restructuring costs
and other period costs associated with the November 2005 Plan, primarily in North America, Europe, and the Corporate Center, as well as raw material cost increases not fully offset by pricing actions in the North American, European, and Asia Pacific
regions.

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 profit 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 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 annual 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 annual report may not be comparable to similarly titled measures of other companies.

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.

EBITDA for fiscal year 2006 was $464.8 million, which increased by $161.1 million in 2006 compared to the prior year, primarily due to the divestiture of
the Polymer Business, which increased EBITDA by $352.9 million, partially offset by a $137.5 million increase in restructuring costs and period costs included in selling, general and administrative costs related to our November 2005 Plan, primarily
in North America, Europe, and the Corporate Center, and raw material cost increases not fully offset by pricing actions. In addition, EBITDA in fiscal year 2005 included a correction in accounting treatment for certain equipment leases in Europe
which increased our EBITDA by $5.8 million. For a reconciliation of EBITDA to net cash flows provided by operating activities, see Item 6. Selected Financial Data.



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Liquidity and Capital Resources



|                                                    |  |                   |          |   |                   |   |          |        |  |   |            |   |  |        |  
|--------------------------------------------------- |  | ----------------- | -------- | - | ----------------- | - | -------- | ------ |  | - | ---------- | - |  | ------ | -
|                                                    |  | Fiscal Year Ended |          |   | Change            |  
|(dollars in thousands)                              |  | December 28, 2007 |          |   | December 29, 2006 |   |          | Amount |  |   | Percentage |  
|Net cash provided by (used in) operating activities |  | $                 | 33,296   |   |                   | $ | (6,492   | )      |  | $ | 39,788     |   |  | -612.9 | %
|Net cash provided by (used in) investing activities |  |                   | (102,362 | ) |                   |   | 390,828  |        |  |   | (493,190   | ) |  | -126.2 | %
|Net cash used in financing activities               |  |                   | (55,972  | ) |                   |   | (343,471 | )      |  |   | 287,499    |   |  | -83.7  | %
|Capital expenditures                                |  |                   | (111,159 | ) |                   |   | (93,381  | )      |  |   | (17,778    | ) |  | 19.0   | %



|                          |  |                   |           |                   |   |           |  |   |            |   |  |       |  
|------------------------- |  | ----------------- | --------- | ----------------- | - | --------- |  | - | ---------- | - |  | ----- | -
|                          |  |                   |           | Change            |  
|                          |  | December 28, 2007 |           | December 29, 2006 |   | Amount    |  |   | Percentage |  
|Cash and cash equivalents |  | $                 | 97,071    |                   | $ | 208,313   |  | $ | (111,242   | ) |  | -53.4 | %
|Working capital (1)       |  |                   | 518,004   |                   |   | 406,713   |  |   | 111,291    |   |  | 27.4  | %
|Total debt                |  |                   | 1,101,530 |                   |   | 1,095,545 |  |   | 5,985      |   |  | 0.5   | %



|(1) | Working capital is defined as net accounts receivable, plus inventories less accounts payable.
|--- | ----------------------------------------------------------------------------------------------



| |  |  | The decrease in cash and cash equivalents during fiscal year 2007 resulted primarily from cash used to fund activities related to the November 2005 Plan and capital
expenditures, and a reduction of $10.4 million in the utilization of the Asset Securitization program.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | The increase in net cash provided by (used in) operating activities during fiscal year 2007 compared to the prior year was primarily due to greater operating
profits, a lower reduction in the utilization of the Asset Securitization program, and a greater increase in accrued expenses partially offset by a greater increase in working capital (increase in accounts receivable and inventories and a decrease
in accounts payable) and other current assets compared to the prior year period.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | The decrease in net cash used in investing activities during fiscal year 2007 compared to the prior year was primarily due to lower proceeds from divestitures,
resulting from the divestiture of the Polymer Business in the second quarter of 2006. 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 decrease in cash flow used in financing activities during fiscal year 2007 compared to the prior year was due to lower repayments on long-term debt in the
current year. In the second quarter of 2006, we repaid $420.0 million of obligations under our term loan B facility using a majority of the proceeds from the divestiture of the Polymer Business. This decrease was partially offset by an increase in
dividends paid during fiscal year 2007 as compared to the prior year. During the fourth quarter of 2007, we paid a $21.8 million dividend to Holdings that was used to fund a cash interest payment on Holdings senior discount notes.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | While we improved days sales outstanding, the increase in net sales and the weakening U.S. dollar offset this improvement and contributed to the increase in working
capital during fiscal year 2007. This included an $89.8 million increase in accounts receivable, a $3.8 million increase in accounts payable, which partially offset the increase in working capital, and a $25.3 million increase in inventories. The
increase in inventories resulted from safety stock inventory builds associated with factory closure initiatives related to our November 2005 Plan.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Debt and Contractual Obligations. As a result of the DiverseyLever acquisition, we have a significant amount of indebtedness. On May 3, 2002, in connection with the acquisition, we issued senior
subordinated notes and entered into a $1.2 billion senior secured credit facility. We used the proceeds of the sale of the senior subordinated notes and initial borrowings under the 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.

The 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



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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
December 28, 2007, we had $8.3 million in letters of credit outstanding under the revolving portion of the senior secured credit facilities and therefore had the ability to borrow $166.7 million under those revolving facilities.

The senior secured credit facilities were amended in June 2007. The amendment reduced the interest rate payable on the term B loan facility and the
delayed draw term loan facility from LIBOR plus 250 basis points to LIBOR plus 200 basis points, thereby reducing borrowing costs over the remaining life of the credit facilities.

As of December 28, 2007, we had total indebtedness of approximately $1.1 billion, consisting of $630.8 million of senior subordinated notes, $438.5
million of borrowings under the senior secured credit facilities, $13.3 million of other long-term borrowings and $18.9 million in short-term credit lines. In addition, we had $190.2 million in operating lease commitments, $2.6 million in capital
lease commitments and $8.3 million committed under letters of credit.



|                              |                        |                         |           |      |   |           |  |           |         |                    |   |           |  |   |       
|----------------------------- | ---------------------- | ----------------------- | --------- | ---- | - | --------- |  | --------- | ------- | ------------------ | - | --------- |  | - | ------
|                              |                        | Payments Due by Period:
|Contractual Obligations       |                        | Total                   |           | 2008 |   | 2009-2010 |  | 2011-2012 |         | 2013 andThereafter
|                              | (dollars in thousands)
|Long-term debt obligations:   |                        |                         |           |      |   |           |  |           |         |                    |   |           |  |   |       
|Term credit facilities        |                        | $                       | 451,792   |      | $ | 13,181    |  | $         | 122,361 |                    | $ | 316,250   |  |   |       
|Senior subordinated notes (1) |                        |                         | 896,783   |      |   | 60,718    |  |           | 121,737 |                    |   | 714,328   |  |   |       
|Operating leases              |                        |                         | 190,161   |      |   | 56,144    |  |           | 64,574  |                    |   | 24,791    |  |   | 44,652
|Capital leases                |                        |                         | 2,619     |      |   | 933       |  |           | 1,175   |                    |   | 510       |  |   |       
|Purchase commitments (2)      |                        |                         | 26,380    |      |   | 7,570     |  |           | 12,800  |                    |   | 6,010     |  |   |       
|                              |                        |                         |           |      |   |           |  |           |         |                    |   |           |  |   |       
|Total contractual obligations |                        | $                       | 1,567,735 |      | $ | 138,546   |  | $         | 322,647 |                    | $ | 1,061,889 |  | $ | 44,652
|                              |                        |                         |           |      |   |           |  |           |         |                    |   |           |  |   |       



|(1) | Includes scheduled annual interest payments at 9.625%.
|--- | ------------------------------------------------------

|(2) | Represents maximum penalties that would be contractually binding if we do not meet any portion of our volume commitments, primarily for the purchase of floor care related polymers.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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 our senior secured credit facilities, and the proceeds from our 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 discontinuing
operations, to significantly impact our future liquidity or our ability to meet our debt service obligations. With regards to the divestiture of the Polymer Business, we anticipate that the interest savings from the repayment of the term B loan with
$420.0 million of proceeds from the sale will largely offset the operating cash flows that would have been generated by this business.

We
have obligations related to our pension and post-retirement plans that are discussed in detail in Notes 18 and 19 to our consolidated financial statements. As of the most recent actuarial estimation, we anticipate making $47.5 million of
contributions to pension plans in fiscal year 2008. Post-retirement medical claims are paid as they are submitted and are anticipated to be $3.8 million in fiscal year 2008.

Off-Balance Sheet Arrangements. We and certain of our subsidiaries entered into an agreement (the Receivables Facility) in March 2001,
as amended, whereby we and each participating subsidiary sell, on a continuous basis, certain trade receivables to JWPR Corporation (JWPRC), our wholly owned, consolidated, special purpose, bankruptcy-remote subsidiary. JWPRC was formed
for



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the sole purpose of buying and selling receivables generated by us and certain of our subsidiaries party to the Receivables Facility. JWPRC, in turn, sells
an undivided interest in the accounts receivable to nonconsolidated 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 December 28, 2007, and December 29, 2006, our total potential for securitization of trade receivables was $75.0 million.

As of December 28, 2007 and December 29, 2006, the Conduits held $53.9 million and $64.3 million, respectively, of accounts receivable that are
not included in the accounts receivable balance reflected in our consolidated balance sheets.

As of December 28, 2007 and
December 29, 2006, we had a retained interest of $95.3 million and $78.1 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.

For the year ended December 28, 2007, JWPRCs cost of borrowing under the Receivables Facility
was at a weighted average rate of 6.48% per annum.

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

FIN No. 48. As a result of the adoption of FIN No. 48 and changes
during fiscal year 2007, we increased FIN No. 48 liabilities by $8.2 million, resulting in total FIN No. 48 liabilities of $53.7 million at December 28, 2007. Total FIN No. 48 liabilities for which payments are expected in less
than one year are $7.7 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 Our Senior Secured Credit Facilities

Under the amended terms of our senior
secured credit facilities, we are subject to certain financial covenants. The financial covenants under our senior secured credit facilities require us to meet the following targets and ratios.

Maximum Leverage Ratio. We are 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) our consolidated indebtedness (excluding up to $55 million of indebtedness incurred under our 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) our consolidated EBITDA,
as defined in the senior secured credit facilities, for that same financial covenant period.

The senior secured credit facilities require
that we 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
|December 31, 2007  |  | 4.75 to 1            
|March 31, 2008     |  | 4.75 to 1            
|June 30, 2008      |  | 4.75 to 1            
|September 30, 2008 |  | 4.25 to 1            



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|                                  |  |          
|--------------------------------- |  | ---------
|December 31, 2008                 |  | 4.25 to 1
|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

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

The senior secured credit facilities require that we 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
|December 31, 2007                 |  | 2.25 to 1                     
|March 31, 2008                    |  | 2.25 to 1                     
|June 30, 2008                     |  | 2.25 to 1                     
|September 30, 2008                |  | 2.50 to 1                     
|December 31, 2008                 |  | 2.50 to 1                     
|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 our
financial covenant period ended on December 28, 2007, we were in compliance with the maximum leverage ratio and minimum interest coverage ratio covenants contained in the senior secured credit facilities.

Capital Expenditures. Capital expenditures are limited under the senior secured credit facilities to $150 million in fiscal year 2006 and to $130
million for subsequent fiscal years. To the extent that we make capital expenditures of less than the limit in any fiscal year, however, we may carry forward into the subsequent year the difference between the limit and the actual amount we
expended, provided that the amounts we carry 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 December 28, 2007,
we were in compliance with the limitation on capital expenditures for fiscal year 2007.

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 December 28, 2007, we were in compliance with the limitation on spending for restructuring and permitted divestiture-related
activities.



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

Senior Discount Notes of Holdings

In connection with
the acquisition of the DiverseyLever business, our parent, Holdings, issued senior discount notes with a principal amount at maturity of $406.3 million to Unilever. In addition, Unilever received a one-third equity interest in Holdings. Under the
indenture for the Holdings senior discount notes, the principal amount of the senior discount notes accretes 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, but will be payable in cash semiannually in arrears to the extent that we can distribute to Holdings the cash necessary to make the payments in accordance with the restrictions contained in the indentures for our senior
subordinated notes and senior secured credit facilities. The failure by Holdings 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 our 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 we are able to distribute to Holdings the cash necessary to make the payment in accordance with the provisions contained in the indentures for the senior
subordinated notes and the senior secured credit facilities. Holdings has no income from operations and no meaningful assets. Holdings receives all of its income from us and substantially all of its assets consist of its investment in us. The senior
discount notes mature on May 15, 2013. In September 2003, Unilever sold the Holdings senior discount notes to certain institutional investors.

Related Party Transactions

Until 1999, we were part of SCJ. In connection with our spin-off from SCJ in November 1999, we
entered into a number of agreements relating to the separation and our ongoing relationship with SCJ after the spin-off. A number of these agreements relate to our ordinary course of business, while others pertain to our historical relationship with
SCJ and our former status as a wholly owned subsidiary of SCJ.

We are also party to various agreements with Unilever entered into in
connection with the acquisition of the DiverseyLever business. All of the agreements with Unilever were negotiated before Unilever acquired its equity interest in our parent, Holdings, and the senior discount notes of Holdings. These agreements with
Unilever are on arms-length terms.

For further discussion of the related party transactions, see Note 24 to our consolidated financial
statements and Item 13. Certain Relationships and Related Transactions and Director Independence, included elsewhere in this annual report.

Discontinued Operations

Chemical Methods Associates

On September 30, 2006, in connection with the November 2005 Plan we sold our equity interest in Chemical Methods Associates (CMA) to Ali SpA, an Italian-based manufacturer of equipment for the food
service industry, for $17.0 million. The purchase price is subject to various post-closing adjustments, principally with regard to changes in working capital. In December 2006, we recorded an additional purchase price of approximately $0.3 million
based on its preliminary assessment of closing working capital. The sale resulted in a gain of $2.3 million ($0.5 million after tax), net of related costs. CMA was a non-core asset.

During the twelve months ended December 28, 2007, we finalized and collected the closing working capital adjustment and recorded additional closing
costs, resulting in a reduction to the gain of $0.3 million ($0.3 million after tax). Further adjustments are not expected to be significant.



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Net sales from discontinued operations relating to CMA, excluding sales to us, were $16.9 million and
$18.6 million, during the twelve months ended December 29, 2006 and December 30, 2005, respectively.

Income from discontinued
operations relating to CMA was comprised of the following (000s):



|                                                                    |  |                   |      |   |                   |   |        |                   |  |   |        |  
|------------------------------------------------------------------- |  | ----------------- | ---- | - | ----------------- | - | ------ | ----------------- |  | - | ------ | -
|                                                                    |  | Fiscal Year Ended |     
|                                                                    |  | December 28, 2007 |      |   | December 29, 2006 |   |        | December 30, 2005 | 
|Income from discontinued operations before taxes and gain from sale |  | $                 |     |   |                   | $ | 2,826  |                   |  | $ | 2,803  |  
|Taxes on income from discontinued operations                        |  |                   |     |   |                   |   | (986   | )                 |  |   | (1,090 | )
|Gain (loss) on sale of discontinued operations before taxes         |  |                   | (262 | ) |                   |   | 2,322  |                   |  |   |       |  
|Taxes on gain (loss) from sale of discontinued operations           |  |                   | (38  | ) |                   |   | (1,825 | )                 |  |   |       |  
|                                                                    |  |                   |      |   |                   |   |        |                   |  |   |        |  
|Income (loss) from discontinued operations                          |  | $                 | (300 | ) |                   | $ | 2,337  |                   |  | $ | 1,713  |  
|                                                                    |  |                   |      |   |                   |   |        |                   |  |   |        |  

Polymer Business

On June 30, 2006, Johnson Polymer, LLC (JP) and JohnsonDiversey Holdings II B.V. (Holdings II), our indirectly owned subsidiary, 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 $470.0 million plus an additional $8.1 million 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 us $1.5 million
for the option to extend the tolling agreement (described below) by up to six months. In December 2006, we and BASF finalized purchase price adjustments related to the net asset value, and we received an additional $4.1 million.

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 our Company and had been reported as a separate business segment. The sale resulted in a gain of approximately $352.9 million ($235.9 million after
tax), net of related costs.

We finalized and paid certain pension related adjustments, adjusted net assets, disposed and recorded
additional closing costs, reducing the gain by $1.7 million ($0.2 million after-tax gain), during the twelve months ended December 28, 2007.

The Asset and Equity Purchase Agreement between JP, Holdings II and BASF refers to ancillary agreements governing certain relationships between the parties, including a Supply Agreement and Tolling Agreement, each of which is not considered
material to our consolidated financial results.

Supply Agreement

A ten-year global agreement provides for the supply of polymer products to us by BASF. Unless either party provides notice of its intent
not to renew at least three years prior to the expiration of the ten-year term, the term of the agreement will extend for an additional five years. The agreement requires that we purchase a specified percentage of related products from BASF during
the term of agreement. Subject to certain adjustments, we have a minimum volume commitment during each of the first five years of the agreement.

The Polymer Business sold $7.0 million and $22.7 million of polymer product to us during the six months ended June 30, 2006 and twelve months ended December 30, 2005, respectively.

Tolling Agreement

A three-year agreement provides for the toll manufacture of polymer products by us, at its manufacturing facility in Sturtevant, Wisconsin, for BASF. The agreement may be extended by up to six months by either party. The agreement specifies
product pricing and provides BASF the right to purchase certain equipment retained by us.



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In association with the Tolling Agreement, we agreed to pay $11.4 million in compensation to SCJ, a
related party, primarily related to pre-payments and the right to extend terms on the lease agreement at the Sturtevant, Wisconsin manufacturing location. We are amortizing $9.2 million of the payment into the results of the tolling operation over
the term of the Tolling Agreement, with the remainder recorded as a reduction of the gain on discontinued operations.

We considered our
continuing involvement with the Polymer Business, including the Supply Agreement and Tolling Agreement, concluding that neither the related cash inflows nor cash outflows were direct, due to the relative insignificance of the continuing operations
to the disposed business.

The assets and liabilities remaining in discontinued operations at December 28, 2007 and December 29,
2006 relate to the Tolling Agreement.

Net sales from discontinued operations relating to the Polymer Business, excluding sales to us and
including net sales related to the tolling agreement with BASF, were $189.2 million and $343.2 million, during the twelve months ended December 28, 2007 and December 29, 2006, respectively.

Income from discontinued operations relating to the Polymer Business was comprised of the following (000s):



|                                                                    |  |                   |        |   |                   |   |          |                   |  |   |         |  
|------------------------------------------------------------------- |  | ----------------- | ------ | - | ----------------- | - | -------- | ----------------- |  | - | ------- | -
|                                                                    |  | Fiscal Year Ended |       
|                                                                    |  | December 28, 2007 |        |   | December 29, 2006 |   |          | December 30, 2005 | 
|Income from discontinued operations before taxes and gain from sale |  | $                 |       |   |                   | $ | 22,019   |                   |  | $ | 36,118  |  
|Taxes on income from discontinued operations                        |  |                   |       |   |                   |   | (7,464   | )                 |  |   | (12,177 | )
|Gain (loss) on sale of discontinued operations before taxes         |  |                   | (1,742 | ) |                   |   | 352,907  |                   |  |   |        |  
|Taxes on gain (loss) from sale of discontinued operations           |  |                   | 1,958  |   |                   |   | (117,001 | )                 |  |   |        |  
|Income from tolling operations                                      |  |                   | 1,903  |   |                   |   | 620      |                   |  |   |        |  
|Taxes on income from tolling operations                             |  |                   | (694   | ) |                   |   | (419     | )                 |  |   |        |  
|                                                                    |  |                   |        |   |                   |   |          |                   |  |   |         |  
|Income from discontinued operations                                 |  | $                 | 1,425  |   |                   | $ | 250,662  |                   |  | $ | 23,941  |  
|                                                                    |  |                   |        |   |                   |   |          |                   |  |   |         |  

On May 1, 2006, in association with the divestiture of the Polymer Business, Holdco, which is
the parent of Holdings, Marga B.V., a subsidiary of Unilever, and Holdings amended and restated the Stockholders Agreement dated as of May 3, 2002 among the parties (as amended and restated, the Stockholders Agreement).
Holdco and Marga B.V. own 66 2/3% and 33 1/3%, respectively, of the outstanding shares of Holdings. Holdings owns 100% of our outstanding shares except for one share owned by SCJ. The amendment and restatement of the Stockholders Agreement
included restatement of provisions relating to, among other things, share transfer restrictions, corporate governance, put and call options and rights of first offer and refusal and various other rights and obligations of the parties. In addition,
the amendment and restatement adjusted the buyout formula relating to Marga B.V.s shares in Holdings to require an incremental payment of $30.0 million, plus interest (payable from put execution date) at the time of Marga B.V.s exit. The
Stockholders Agreement also provides for the issuance of options to Marga B.V. for the purchase of Holdings shares at exit, which following exercise, will result in the incremental payment to Marga B.V., by Holdco, of up to $40.0 million, plus
interest.

Whitmire Micro-Gen Business

In June 2004, we completed the sale of Whitmire Micro-Gen Research Laboratories, Inc. (Whitmire) to Sorex Holdings, Ltd., a European pest-control manufacturer headquartered in the United Kingdom, for $46.0 million in cash and
the assumption of certain liabilities.



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The purchase agreement provided for additional earn-out provisions based on future Whitmire net sales,
for which we recorded $0.1 million and $4.0 million during the three month periods ended March 31, 2006 and April 1, 2005, respectively. The income is included as a component of income from discontinued operations in the consolidated
statements of operations.

Acquisitions

In March 2007, we purchased an additional 6% interest in a North American business that provides purchasing and category management tools to certain of our Companys end-users for $2.6 million. We previously held 9% of the outstanding
shares. The transaction is not considered material to our consolidated financial position, results of operations or cash flows.

In October
2006, we completed the purchase of an exclusive distribution license for certain cleaning technology used in a variety of business sectors for an aggregate purchase price of $5.2 million. The license is included as a component of other intangibles
in the consolidated balance sheet and is being amortized over the expected useful life of the underlying technology. As part of the acquisition of the distribution license, we agreed with licensor on terms of the purchase price should we elect to
acquire the business owning the technology prior to or in July 2007. The terms of acquisition could be extended to December 31, 2007 if a non-refundable deposit on purchase price were made not later than July 2007. In July 2007, we paid a $1.0
million non-refundable deposit to extend the purchase terms through December 31, 2007. In February 2008, we mutually agreed with licensor to extend the purchase terms through March 28, 2008, without additional cost to us.

In February 2006, we purchased the remaining 15% of the outstanding shares of Shanghai JohnsonDiversey, Ltd., our Chinese operating entity, for $3.5
million. We previously held 85% of the outstanding shares and included the holding in our consolidated financial results. Goodwill recorded with respect to the transaction was $2.6 million. The acquisition was accounted for under the purchase method
of accounting in accordance with step acquisition rules.

Divestitures

Auto-Chlor Master Franchise and Branch Operations

On December 21, 2007, in conjunction with the
November 2005 Plan, we executed a sales agreement for our Auto-Chlor Master Franchise and substantially all of our remaining Auto-Chlor branch operations, 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 $69.8 million.

The sales
agreement is subject to the approval of our Board of Directors and Unilever consent, both of which we consider 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. We obtained approval from its Board of Directors and consent from Unilever in January 2008.

The transaction closed on February 29, 2008, subject to various post closing adjustments, resulting in a net book gain approximating $0.8 million
after taxes and related costs.

As of the divestiture date, net assets were as follows:



|                                   |  |   |       
|---------------------------------- |  | - | ------
|Inventories                        |  | $ | 6,992 
|Property, plant and equipment, net |  |   | 11,085
|Goodwill                           |  |   | 12,745
|Other intangibles, net             |  |   | 32,510
|                                   |  |   |       
|Net assets divested                |  | $ | 63,332
|                                   |  |   |       



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Net sales associated with these businesses were approximately $57.2 million, $50.7 million and $47.8
million for the fiscal years ended December 28, 2007, December 29, 2006 and December 30, 2005, respectively.

Auto-Chlor Branch
Operations

In August 2007, in conjunction with the November 2005 Plan, we divested of certain of our Auto-Chlor branch operations in
the eastern United States for $2.5 million, resulting in a gain of $0.5 million net of taxes and related costs. The gain is included within selling, general and administrative expenses in the consolidated statements of operations. The purchase price
is subject to various post-closing adjustments, none of which are expected to be significant to us. Net sales associated with this business were approximately $3.4 million, $5.5 million and $5.3 million for the fiscal years ended December 28,
2007, December 29, 2006 and December 30, 2005, respectively.

In October 2006, in conjunction with its November 2005 Plan,
we divested our Auto-Chlor branch operation in the southern United States for $9.0 million, resulting in a net loss of $2.7 million ($1.8 million after tax). The net loss is included within selling, general and administrative expenses in the
consolidated statements of operations. Net sales associated with this business were approximately $16.7 million and $20.6 million for the fiscal years ended December 29, 2006 and December 30, 2005, respectively.

Commercial Laundry Operations

In September 2005, we
sold or agreed to sell our European commercial laundry operations in a two-phase transaction. In phase 1, which closed in September 2005, we sold our related operations in seven countries for $14.8 million, which includes a reduction of $1.0 million
for certain pension-related purchase price adjustments, resulting in a realized gain of $1.2 million ($0.4 million after tax loss). Net assets sold include an allocation of goodwill and other identifiable intangible assets of $5.7 million and $1.8
million, respectively. In phase 2, we agreed to sell related operations in six additional countries for approximately $8.7 million, which includes a reduction of $0.5 million for certain pension-related purchase price adjustments. In December 2006,
phase 2 was completed, and we received proceeds of $9.7 million which includes a reduction of $0.2 million for certain pension-related and other purchase price adjustments, resulting in an additional net loss of $0.3 million ($0.1million after tax).
Net sales associated with these operations were approximately $29.1 million and $37.3 million for phase 1 and phase 2, respectively, during the year ended December 30, 2005.

In September 2005, we divested of our Canadian commercial laundry operations for proceeds of $2.8 million, resulting in a realized gain of $1.5 million
($1.2 million after tax).

The divestiture of the commercial laundry operations in Europe and Canada were part of larger
cash-flow-generating groups and do not represent separate reporting units or components as defined by SFAS No. 144. As such, the divestitures were not reported as discontinued operations. Further, the information is not readily available to
determine, with adequate precision, net income associated with the divested businesses for the periods presented in the consolidated statements of operations.

The gains and losses associated with these divestiture activities are included as a component of selling, general and administrative expenses in the consolidated statements of operations.



|ITEM 7A. | QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
|-------- | ---------------------------------------------------------

As a result of our acquisition of the DiverseyLever business, we have a significant amount of indebtedness. In May 2002 in connection with the acquisition, we issued senior subordinated notes and entered into $1.2 billion senior secured
credit facilities. The senior secured credit facilities were amended and restated in December 2005, and were amended in June 2007 to reduce the interest rate payable on the term B loan facility and the delayed draw term loan facility.



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Interest Rate Risk

As of December 28, 2007, we had $438.5 million of debt outstanding under our senior secured credit facilities. After giving effect to the interest rate swap transactions that we have entered into with respect to
some of the borrowings under our credit facilities, $238.5 million of the debt outstanding remained subject to variable rates. In addition, as of December 28, 2007, we had $32.2 million of debt outstanding under foreign lines of credit, all of
which were subject to variable rates. Accordingly, our earnings and cash flows are affected by changes in interest rates. At the above level of variable rate borrowings, we do not anticipate a significant impact on earnings in the event of a
reasonable change in interest rates. In the event of an adverse change in interest rates, management would likely take actions that would mitigate our exposure to interest rate risk; however, due to the uncertainty of the actions and their possible
effects, this analysis assumes no such action. Further, this analysis does not consider the effects of the change in the level of the overall economic activity that could exist in such an environment.

Foreign Currency Risk

We conduct our business in
various regions of the world and export and import products to and from many countries. Our operations may, therefore, be subject to volatility because of currency fluctuations, inflation changes and changes in political and economic conditions in
these countries. 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. We engage in hedging operations, including
forward foreign exchange contracts, to reduce the exposure of our cash flows to fluctuations in foreign currency rates. All hedging instruments are designated and effective as hedges, in accordance with U.S. GAAP. Other instruments that do not
qualify for hedge accounting are marked to market with changes recognized in current earnings. We do not engage in hedging for speculative investment reasons. There can be no assurance that our hedging operations will eliminate or substantially
reduce risks associated with fluctuating currencies.

Based on our overall foreign exchange exposure, we estimate that a 10% change in the
exchange rates would not materially affect our financial position and liquidity. The effect on our results of operations would be substantially offset by the impact of the hedged items.



|ITEM 8. | FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
|------- | -------------------------------------------

See
the Index to consolidated financial statements beginning on page F-1.



|ITEM 9. | CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
|------- | ------------------------------------------------------------------------------------

During fiscal years 2007 and 2006 and through the date of this annual report, there were no disagreements with Ernst & Young LLP, our independent
registered public accounting firm, on accounting principles or practices, financial statement disclosures, audit scope or audit procedures.



|ITEM 9A. | CONTROLS AND PROCEDURES
|-------- | -----------------------

Evaluation of
JohnsonDiverseys Disclosure Controls and Internal Control over Financial Reporting. As of the end of the period covered by this annual report, we evaluated the effectiveness of the design and operation of our disclosure controls and
procedures (Disclosure Controls) and internal controls over financial reporting. 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 annual 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 annual 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.



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Disclosure Controls and Procedures. As of the end of the period covered by this annual report, we
evaluated the effectiveness of the design and operation of our disclosure controls and procedures (Disclosure Controls) as such term is defined in Rule 13a-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 annual 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.

Managements Report on Internal Control Over Financial Reporting. Our management team is responsible for establishing and maintaining
adequate internal control over financial reporting, as such term is defined in Rule 13a-15(f) under the Exchange Act. Our management team, with the participation of our CEO and CFO, has evaluated the effectiveness of our internal control over
financial reporting based on the Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, our management team has concluded that, as of the end of the period
covered by this annual report, our internal control over financial reporting was effective.

This annual report does not include an
attestation report of our registered public accounting firm regarding internal control over financial reporting. Managements report was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the SEC
that permit us to provide only managements report in this annual report.

Changes in Internal Control Over Financial
Reporting. There has not been any change in our internal control over financial reporting during the quarter ended December 28, 2007, 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 and internal control over financial reporting 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.



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PART III



|ITEM 10. | DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANACE
|-------- | -------------------------------------------------------

The following is a list of our directors and executive officers, their ages as of February 29, 2008, and their positions and offices:



|                         |  |     |  |                                                                                
|------------------------ |  | --- |  | -------------------------------------------------------------------------------
|Name                     |  | Age |  | Position                                                                       
|S. Curtis Johnson III    |  | 52  |  | Director and Chairman                                                          
|Edward F. Lonergan       |  | 48  |  | Director, President and Chief Executive Officer                                
|Joseph F. Smorada        |  | 61  |  | Executive Vice President and Chief Financial Officer                           
|Gregory F. Clark         |  | 54  |  | Senior Vice President  Global Value Chain                                     
|Stephen A. Di Biase      |  | 55  |  | Senior Vice President  Chief Scientific Officer                               
|James W. Larson          |  | 55  |  | Senior Vice President  Global Human Resources                                 
|John W. Matthews         |  | 48  |  | Senior Vice President  Corporate Affairs and Director, Office of the President
|Scott D. Russell         |  | 45  |  | Senior Vice President, General Counsel and Secretary                           
|Nabil Shabshab           |  | 42  |  | Senior Vice President  Chief Marketing Officer                                
|Pedro Chidichimo         |  | 49  |  | Regional President  Europe, Middle East, Africa                               
|Moreno Dezio             |  | 47  |  | Regional President  Americas                                                  
|Thomas M. Gartland       |  | 50  |  | Regional President  North America                                             
|Edward J. Kennedy        |  | 51  |  | Regional President  Asia Pacific                                              
|David S. Andersen        |  | 47  |  | Vice President  Global Business Development                                   
|P. Todd Herndon          |  | 42  |  | Vice President and Corporate Controller                                        
|Lori P. Marin            |  | 46  |  | Vice President and Corporate Treasurer                                         
|Clive A. Newman          |  | 44  |  | Vice President, Finance  Europe, Middle East, Africa                          
|Matt Peterson            |  | 43  |  | Vice President and Chief Information Officer                                   
|Todd C. Brown            |  | 58  |  | Director                                                                       
|Irene M. Esteves         |  | 49  |  | Director                                                                       
|Robert M. Howe           |  | 63  |  | Director                                                                       
|Helen P. Johnson-Leipold |  | 51  |  | Director                                                                       
|Clifton D. Louis         |  | 52  |  | Director                                                                       
|Neal R. Nottleson        |  | 70  |  | Director                                                                       
|Reto Wittwer             |  | 59  |  | Director                                                                       

S. Curtis Johnson IIIhas been Chairman since February 1996. He also has been Chairman of
Holdco since December 1999 and Chairman of Holdings since November 2001. Mr. Johnson joined SCJ in 1983 and became a general partner of Wind Point Partners, L.C., a $126 million venture capital partnership which he co-founded and in which SCJ
was a major limited partner. He also served as Vice PresidentGlobal Business Development of SCJ from October 1994 to February 1996. Since joining SCJ in August 1983, Mr. Johnson has served in several other offices, including Vice
President and Managing Director of Mexican Johnson, a subsidiary of SCJ, and DirectorWorldwide Business Development. Mr. Johnson earned a Bachelor of Arts degree in Economics from Cornell University in 1977 and a Master of Business
Administration in Marketing/Finance from Northwestern University in 1983. Mr. Johnson also serves as a director of Cargill, Incorporated and the World Wildlife Fund. He is a descendant of Samuel Curtis Johnson, the brother of Helen
Johnson-Leipold and cousin of Clifton Louis, both directors of our company.

Edward F. Lonerganhas served as director and President
and Chief Executive Officer since February 13, 2006. Mr. Lonergan has also served as a director of Holdco and as director and President and Chief Executive Officer of Holdings since February 13,



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2006. Prior to joining us, Mr. Lonergan had over 25 years of experience in the consumer products industry, most recently serving as President of the
European region for The Gillette Company from May 2002 until January 2006. He was employed from 1981 to April 2002 by The Procter & Gamble Company, where he held a variety of responsibilities including most recently Customer General
Management assignments in Europe and the United States. Mr. Lonergan graduated from Union College of New York in 1981 with a Bachelor of Arts degree in Political Science. Mr. Lonergan replaced Gregory E. Lawton, who announced his
retirement in September 2005 but continued in his capacity as President and Chief Executive Officer of our company and Holdings until February 13, 2006.

Joseph F. Smorada has served as Executive Vice President and Chief Financial Officer since November 2004 and as Global Leader for our restructuring program since May 2005. Mr. Smorada has also been the
Vice President and Chief Financial Officer of Holdings since November 2004. From 1992 until October 2004, Mr. Smorada served as Executive Vice President and Chief Financial Officer and, most recently, as Executive Consultant, at Axel Johnson
Inc., an international company with business interests, public and private, in manufacturing, energy and technology products and services. Mr. Smorada holds a Bachelor degree in Economics from California University of Pennsylvania and has also
completed management development programs at Harvard University, the University of Pennsylvania, Cornell University and Columbia University.

Gregory F. Clarkhas served as Senior Vice President  Global Value Chain (formerly referred to as Supply Chain) since January 2004. He was our Senior Vice President  Global Development and Customer Solutions
from May 2002 until January 2004 and was our Vice President  Global Manufacturing and Sourcing from May 1999 until May 2002. From 1978 through May 1999, Mr. Clark served at SCJ in a variety of manufacturing, operations and financial
positions domestically and internationally. Mr. Clark holds a Bachelor degree in Chemical Engineering from Purdue University and a Master of Business Administration from the University of Chicago.

Stephen A. Di Biasehas served as Senior Vice President  Chief Scientific Officer since September 2004. From 1978 to August 2004,
Dr. Di Biase served in various management positions at Lubrizol Corporation, a global provider of specialty chemicals and materials, most recently as Vice President  Emulsified Products from January 2001 until August 2004 and Vice
President of Research, Development and Engineering from 1993 to January 2001. Dr. Di Biase holds a Ph.D. in Chemistry from Pennsylvania State University and a Bachelor degree in Chemistry from St. John Fischer College.

James W. Larsonhas served as Senior Vice President  Global Human Resources since May 2007. Prior to joining us, Mr. Larson was the
head of Global Human Resources for InterContinental Hotel Group. He also held numerous Human Resource leadership positions in major companies, including American Express, Frito Lay/PepsiCo, Pfizer Pharmaceuticals and Kelloggs, where he was the
Global Executive Vice President of Human Resources. Mr. Larson holds a Bachelor degree in Management and Master of Business Administration from California Polytechnic State University.

John W. Matthews has served as Senior Vice President  Corporate Affairs and Director, Office of the President since January 2007.
Mr. Matthews was Vice President  Corporate Affairs from May 2002 until January 2007. Mr. Matthews has more than 20 years of experience in strategic communications, regulatory and public affairs. Prior to joining us, Mr. Matthews
led the national Public Affairs Practice Group for the Foley & Lardner law firm based in Milwaukee. Mr. Matthews began his career as a news reporter, and then moved into government, eventually becoming chief of staff to former
Wisconsin Governor Tommy Thompson. Mr. Matthews holds a Bachelor degree in Journalism from the University of Wisconsin  Whitewater.

Scott D. Russellhas served as Senior Vice President, General Counsel and Secretary since January 2007. Mr. Russell has also served as the Vice President, General Counsel and Secretary of Holdings since
January 2007. He was our Senior Counsel from May 2006 through December 2006. From May 1993 until October 2005, Mr. Russell was at RR Donnelley, a global full-service provider of print and related services, including business process
outsourcing, most recently as Vice President, Deputy General Counsel and Assistant Secretary. From October 1988 to May 1993, he was an associate in the corporate practice group of Skadden, Arps, Slate, Meagher & Flom LLP &
Affiliates. Mr. Russell holds a Bachelor of Arts degree in Economics and Political Science from Alma College and a Juris Doctor degree from the University of Detroit School of Law.



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Nabil Shabshab has served as Senior Vice President  Chief Marketing Officer since January
2007 after joining us as Vice President of Global Marketing a couple of months earlier. Mr. Shabshab brings 19 years of experience in general management, sales and marketing strategy, brand management, and consulting. Prior to joining us
Mr. Shabshab served as Principal of Zyman Group, a leading international management consulting firm, from July 2004 until July 2006, as Vice President of Client Solutions & Consulting at Information Resources, Inc. from May 2002 until
July 2004, and in various global sales and marketing positions with Fortune 100 companies such as Pfizer Pharmaceutical Company and the Coca-Cola Company. Mr. Shabshab holds a Bachelor of Science in Computer Science from the American Lebanese
University and a Master of Business Administration degree from the Kellogg School of Management at Northwestern University in Chicago.

Pedro Chidichimo has served as Regional President  Europe, Middle East, Africa since October 2006. Mr. Chidichimo, who joined us in 1994, has served as Regional President  Latin America from July 2005 until October
2006, Vice President of our Southern & Andina Latin America sub-region from 2002 until June 2005, and as managing director of our Argentina operations from 1997 until June 2005. Mr. Chidichimo holds a Bachelor degree in Chemical
Engineering from Universidad de Buenos Aires and a Master of Business Administration from Universidad Austral in Argentina.

Moreno G.
Deziohas served as Regional President  Americas since January 2007. Mr. Dezio has also served as Vice President North Europe & Managing Director U.K. from November 2005 to December 2006. From November 1996 through October
2005, Mr. Dezio served in numerous management positions, most recently as Vice President for Africa & Middle East from June 2002 until October 2005, Group Managing Director for Italy, Greece and Central Eastern Europe from November
1996 to May 2002. From March 1993 to October 1996 he served as Marketing Manager Europe for our predecessor, Johnson Wax Professional (JWP) and prior to that he covered several sales and marketing positions at SCJ and JWP.

Thomas M. Gartland has served as Regional President  North America since March 2003 and has been Vice President of Sales  Health and
Hospitality since May 2002. From May 1998 until May 2002, Mr. Gartland served as Vice President  Business Development. Mr. Gartland has over twenty-six years of experience in the institutional and industrial cleaning, sanitation and
hygiene industry, including more than twelve years of service with us and the former DiverseyLever business, where he held a variety of management positions, including Vice President  Corporate Accounts and Vice President  Sales and
Marketing. Mr. Gartland holds a Bachelor degree from the College of St. Thomas.

Edward J. Kennedy has served as Regional
President  Asia Pacific since October 2005. Prior to joining us, Mr. Kennedy was an independent consultant serving clients in the life science industry. Mr. Kennedy held many management positions from 1981 through 2001 at
Bristol-Myers Squibb, a global pharmaceutical and health care related products company. His most recent positions at Bristol-Myers Squibb included Vice President  International for the ConvaTec Division from April 2000 through March 2001 and
Vice President  Sales and Marketing for the Apothecon Division from May 1999 through April 2000. Mr. Kennedy holds a Bachelor degree in Civil Engineering from Syracuse University.

David S. Andersen has served as Vice President  Global Business Development since July 2003. From February 1997 through July 2003,
Mr. Andersen served in numerous management positions, most recently as Vice President  Global Enterprise Development from May 2002 until July 2003, Vice President  eSolutions from October 2000 until May 2002, and Vice President
 Global Enterprise Development Group from July 1999 until October 2000. From 1991 through February 1997, Mr. Andersen held numerous management positions at SCJ, most recently as Director of Worldwide Business Development.
Mr. Andersen holds a Bachelor degree from Brown University and a Master of Business Administration from Harvard University.

P.
Todd Herndon has served as Vice President  Corporate Controller since September 2007. From March 2005 through August 2007, Mr. Herndon served as the Vice President of Finance for North America and from February 2003 through February
2005, he was the General Manager of the B,G&E business within North America. From 1988 through 2003, Mr. Herndon held various financial positions within Johnson Wax Professional and S. C. Johnson & Son, Inc. Mr. Herndon holds
a Bachelor degree in Business from Indiana University and a Master of Business Administration from Marquette University.



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Lori P. Marin has served as Vice President and Corporate Treasurer since May 2005. Prior to
joining us, Ms. Marin served as Managing Director of the Risk Services Group for Aon Corporation from June 2003 until May 2005. From September 1996 until January 2003, Ms. Marin served as Vice President and Treasurer of Keebler Foods Co.
Ms. Marin has over 16 years of global treasury experience having also served as Director of Finance for Dominicks Finer Foods, and over 10 years of experience as a commercial banker, having commenced her career as a First Scholar at The
First National Bank of Chicago. Ms. Marin is a Certified Cash Manager and holds a Bachelor of Science in Finance from Washington University in St. Louis and a Master of Business Administration from the University of Chicago.

Clive A. Newman has served as Vice President, Finance  EMA since September 2007. He was Vice President, Corporate Controller from May 2002
until 2007. From 1986 until May 2002, Mr. Newman held various positions at Unilever, most recently as Controller and Vice PresidentFinance Europe for DiverseyLever from May 2001 until May 2002 and Finance ManagerBeverages for
Unilever from 2000 until April 2001. Mr. Newman has over 12 years of experience in the institutional and industrial cleaning and hygiene industry. Mr. Newman holds a Bachelor degree in Economics from Leicester University in the U.K. and is
an Associate of the Chartered Institute of Management Accountants.

Matt Peterson has served as Vice President and Chief Information
Officer since July, 2005. From 2000 until 2005, Mr. Peterson held several senior information technology related positions with us including serving as Program Manager for the eSolutions group in 2000 and 2001, Director of IT for the North
American business unit from 2002 until 2004, and Vice President of Global Business Applications from 2004 until 2005. Prior to joining us, Mr. Peterson served as a management consultant for Ernst & Young and Diamond Management and
Technology Consultants and as Chief Operating Officer for Nuesoft Technologies, a startup technology firm. Mr. Peterson holds a Bachelor of Science degree in Accounting from Western Kentucky University and a Master of Business Administration
degree from Emory University.

Todd C. Brown has served as a director since April 2001. Mr. Brown has also been a director of
Holdco since April 2000 and of Holdings since May 2002. Since August 2003, Mr. Brown has served as Vice Chairman of ShoreBank Corporation and Chairman of the Board of Directors for ShoreBanks banking operations in Chicago, Detroit, and
Cleveland. From 1985 through June 2003, Mr. Brown served in various positions at Kraft Foods, Inc., most recently as Executive Vice President and President of its e-Commerce Division from January 2001 until June 2003 and President of Kraft
Foodservices Division from April 1998 until December 2000.

Irene M. Esteves has been a director since June 1998. Ms. Esteves
has also been a director of Holdco since April 2000 and of Holdings since May 2002. Ms. Esteves has served as the Senior Vice President and Chief Financial Officer of Wachovia Corporations Capital Management Group since June 2006. Prior
to this, she was the Chief Financial Officer of Putnam Investments, LLC, an asset management firm. Before joining Putnam, Ms. Esteves was with Miller Brewing Company for two years, first as the Corporate Controller & Director of
International Finance, and then as Vice President  International Finance and Corporate Strategy. Prior to this, she spent thirteen years with SCJ in various finance and business development roles, last serving as Controller  North
America Home Care. Ms. Esteves is also a director of The Timberland Company, a manufacturer of premium-quality footwear, apparel and accessories.

Robert M. Howe has served as a director since April 1996. Since November 2002, Mr. Howe has been the Chairman of Montgomery Goodwin Investments, LLC, a private investment and consulting firm. From April
2000 to September 2002, Mr. Howe was the Chairman of Scient, Inc., a provider of integrated e-Business strategy and technology services, and previously served as its Chief Executive Officer. From 1991 to 1998, Mr. Howe was with
International Business Machines Corporation, last serving as General Manager of its global banking, financial and securities services business. He has also been a director of Symphony Services, an information technology consulting firm, since July
2004.

Helen P. Johnson-Leipold has served as a director since December 1999. Ms. Johnson-Leipold has also been a director of
Holdco since April 2000 and of Holdings since May 2002. Since 1999, Ms. Johnson-Leipold has been the Chairman and Chief Executive Officer of Johnson Outdoors, Inc., a manufacturer and marketer of outdoor recreational equipment. In addition,
since July



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2004, she has been Chairman of Johnson Financial Group, a global financial services company. From 1995 through 1999, she was with SCJ in various executive
positions, last serving as Vice PresidentWorldwide Consumer Products. Ms. Johnson-Leipold is a descendant of Samuel Curtis Johnson, the sister of S. Curtis Johnson III, the Chairman of our company, and cousin of Clifton Louis, another
director of our company.

Clifton D. Louis has served as a director since December 1999. Mr. Louis has also been a director of
Holdco since March 1999 and of Holdings since May 2002. Mr. Louis is the owner of The Vineyard, Inc., a retail wine store, and has been its President and Chief Executive Officer since 1985. Mr. Louis is a descendant of Samuel Curtis
Johnson, a cousin of S. Curtis Johnson III, the Chairman of our company, and a cousin of Helen Johnson-Leipold, another director of our company.

Neal R. Nottlesonhas served as a director since March 1999. Mr. Nottleson has also been a director Holdings since September 1999 and of Holdco since May 2002. Mr. Nottleson was the Vice Chairman of SCJ from October 1996
until his retirement in June 1999.

Reto Wittwerhas served as a director since July 2002. Mr. Wittwer has also been a director
of Holdings since July 2002. Since 1995, Mr. Wittwer has served as the Chairman and Chief Executive Officer of the Kempinski Hotel Group, an international luxury hotel and resort company. From 1992 to 1995, he was President and Chief Executive
Officer of CIGA Hotels, a European luxury hotel company.

Audit Committee

The Audit Committee of our board of directors recommends our independent registered public accounting firm, reviews the scope and results of the audits
with the auditors and management, approves the scope and results of the audits, monitors the adequacy of our system of internal controls and reviews the annual report, auditors fees and non-audit services to be provided by the independent
registered public accounting firm. The members of our Audit Committee are Irene Esteves, chairperson of the Audit Committee, Todd Brown, Robert Howe, and Reto Wittwer. Our board of directors has determined that Ms. Esteves meets the definition
of an audit committee financial expert, as set forth in Item 401(h)(2) of Regulation S-K, and has also determined that she meets the independence requirements of the SEC.

Code of Ethics

We and our employees operate under the values and principles defined in our
This We Believe culture, which extends to our customers and users, the general public, our neighbors and the world community. We have adopted a Finance Officers Code of Ethics applicable to our principal executive officer,
principal financial officer and principal accounting officer. In addition and as a best practice, this code has been executed by all other key financial and accounting personnel. Furthermore, we have adopted a general code of business conduct for
all of our directors, officers and employees, which is known as the JohnsonDiversey, Inc. Code of Ethics and Business Conduct. The Finance Officers Code of Ethics, the JohnsonDiversey, Inc. Code of Ethics and Business Conduct and other information
regarding our corporate governance is available on our website (www.johnsondiversey.com), or free of charge by writing c/o Investor Relations at the address on the cover page of this annual report on Form 10-K. In addition to any reports
required to be filed with the SEC, we intend to disclose on our website any amendments to, or waivers from, the Finance Officers Code of Ethics or the JohnsonDiversey, Inc. Code of Ethics and Business Conduct that are required to be disclosed
pursuant to SEC rules. To date, there have been no waivers of the Finance Officers Code of Ethics or the JohnsonDiversey, Inc. Code of Ethics and Business Conduct.



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|ITEM 11. | EXECUTIVE COMPENSATION
|-------- | ----------------------

Compensation Discussion and Analysis
(CD&A)

Organization of Information

This Compensation Discussion and Analysis (CD&A) describes our executive compensation philosophy, programs and policies, and includes analysis on the compensation earned by our Named Executive Officers (NEOs) as
detailed in the accompanying executive compensation tables. The CD&A covers the following topics:



| |  |  | Overview of the Role of the Compensation Committee in Executive Compensation
| | - |  | ----------------------------------------------------------------------------



| |  |  | Executive Compensation Philosophy and Objectives
| | - |  | ------------------------------------------------



| |  |  | Compensation Elements and Pay Mix
| | - |  | ---------------------------------



| |  |  | Determining Compensation Levels
| | - |  | -------------------------------



| |  |  | Executive Compensation Market Benchmarking and Peer Group
| | - |  | ---------------------------------------------------------



| |  |  | Total Target Compensation Relative to Market Compensation
| | - |  | ---------------------------------------------------------



| |  |  | Program Components and Policies:
| | - |  | --------------------------------



| |  |  | Base Salary
| | - |  | -----------



| |  |  | Annual Incentives
| | - |  | -----------------



| |  |  | Long-Term Incentives
| | - |  | --------------------



| |  |  | Executive Severance
| | - |  | -------------------



| |  |  | Executive Benefits and Perquisites
| | - |  | ----------------------------------



| |  |  | Tax, Regulatory and Accounting Implications
| | - |  | -------------------------------------------



| |  |  | Executive Compensation Tables and Supplemental Narrative Disclosures
| | - |  | --------------------------------------------------------------------



| |  |  | Executive Agreements
| | - |  | --------------------



| |  |  | Compensation Committee Report
| | - |  | -----------------------------



| |  |  | Compensation Committee Interlocks and Insider Participation in Compensation Decisions
| | - |  | -------------------------------------------------------------------------------------



| |  |  | Director Compensation
| | - |  | ---------------------

Overview of the Role of
the Compensation Committee in Executive Compensation

Our Compensation Committee charter gives the Compensation Committee responsibility
over executive compensation matters. Our Compensation Committee is appointed by our Board of Directors, and is charged with approving and overseeing all executive compensation programs and policies. The Compensation Committee approves all
compensation actions with respect to our NEO compensation.

The Compensation Committee relies on management and outside advisors for staff
work, contextual information and technical guidance in conducting its affairs. For the past several years, the Compensation Committee has retained W.T. Haigh & Company, a compensation consulting firm in Cambridge, Massachusetts, to provide
independent advice on executive and director compensation and to conduct independent studies when needed.

Executive Compensation Philosophy and
Objectives

Our executive compensation program is designed to attract, retain, and motivate high performing individuals through an
integrated rewards package of compensation and benefits that is competitive with other companies in our marketplace and industry. We have adopted the following objectives as the foundation for our executive compensation philosophy:



| |  |  | Ensure that our total rewards program motivates and drives a pay for performance culture, including the successful execution of the companys restructuring
plan and the financial metrics established as part of the bank-approved financing plan.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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| |  |  | Reward executives appropriately based on their job responsibilities and performance, individual contribution to the business, overall business performance, and
local market considerations.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Ensure total rewards are externally competitive and administered with internal equity in mind.
| | - |  | ----------------------------------------------------------------------------------------------



| |  |  | Align total rewards to support our strategic objectives and align with shareholder interests. Specifically, we structure the terms of incentive compensation to
include a performance hurdle that requires our company to meet debt obligations, with adequate cushion, before annual or long-term incentives are funded for executives. Our goal is to provide for a fair economic sharing between management and
shareholders only when all performance hurdle requirements have been met and our bank-approved financing plan goals have been achieved.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Comply with all applicable laws and regulations.
| | - |  | ------------------------------------------------

Compensation Elements and Pay Mix

Our executive compensation program includes the following elements, all of which are
described in more detail below.

1. Direct Compensation, which includes:

| |  |  | Base salary
| | - |  | -----------



| |  |  | Annual incentives
| | - |  | -----------------



| |  |  | Long-term incentives
| | - |  | --------------------

We structure
our executives direct compensation to deliver a substantial portion of value through variable, performance-based annual and long-term incentives. The incentive components (both annual and long-term) are intended to motivate and reward
sustained profitable growth, reinforce executive accountability and increase enterprise value for our shareholders. This is especially critical in light of our restructuring plan, the targeted goals and strategic priorities that we established for
meeting our financial obligations and, ultimately, delivering long-term value to our shareholders. As a result of this emphasis on performance-based incentive pay, we expect direct compensation amounts to vary from year to year.

We currently award all of our long-term incentives in cash based on the achievement of our companys profitability targets and aspects of our
restructuring plan. However, we intend to implement equity-based incentives after we successfully complete our restructuring plan, as we believe that equity-based incentives best align the long-term interests of our executives with those of our
shareholders.

2. Indirect Compensation, which includes:



| |  |  | Benefits
| | - |  | --------



| |  |  | Perquisites
| | - |  | -----------

Our executives
participate in benefit programs available broadly to all of our employees. We provide an annual flexible credit of $1,250 to all US-based employees, including our NEOs, to offset the cost of their optional benefits. In addition, we maintain certain
executive benefit and perquisite programs that we believe are consistent with market practice. In keeping with our culture, the value of these programs do not make up a significant percentage of total executive compensation.

Determining Compensation Levels

The following are
key factors we consider in determining compensation levels for our executives:



| | 1. | Performance. We consider the performance of our company, as well as individual performance and contributions. Performance goals are defined annually, and we utilize a
disciplined performance review process to ensure that our executives goals align with the achievement of our bank-approved financing plan and with our strategic priorities. Company goals require aggressive growth year over year and have only
been attained in two of the last five years. In addition, the Compensation Committee reviews the companys financial performance each year versus peer companies.
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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| | 2. | Market competitiveness.We benchmark compensation for our executive positions to comparable jobs in the marketplace to understand what we need to pay to stay competitive. The
process for conducting market benchmarking and determining market competitiveness is described in more detail in the material that follows.
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 3. | Cost.We review the cost of our executive rewards program for reasonableness in light of our financial condition and relative to our performance. In addition, as mentioned
above, we structure the incentive components of our program so that we meet our debt obligations and restructuring expenses before executives earn incentives.
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 4. | Internal equity.We assess the relative value of our executive positions using factors such as responsibilities and performance, scope and impact, problem solving and
leadership. Our goal is to compensate executives fairly and equitably based on each executives role and potential impact on our companys success.
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Executive Compensation Market Benchmarking and Peer Group

We are a market leader in our industry
with a broad, diversified line of products and related services. As a result, we seek to attract and retain highly qualified executives from companies with a similar business mix and profile, but which are not necessarily direct business
competitors. We use the following criteria to assist with the selection of peer companies for purposes of market benchmarking compensation for our executives:



| |  |  | Manufacturing companies
| | - |  | -----------------------



| |  |  | Comparable revenues ($16 billion)
| | - |  | ----------------------------------



| |  |  | Global scope (measured by foreign sales as a percentage of total sales)
| | - |  | -----------------------------------------------------------------------



| |  |  | Growth orientation in terms of EBITDA and sales
| | - |  | -----------------------------------------------



| |  |  | Service, business-to-business and technology orientation
| | - |  | --------------------------------------------------------



| |  |  | Source for executive talent
| | - |  | ---------------------------



| |  |  | United States public companies (to access data)
| | - |  | -----------------------------------------------

Based on these factors, our current peer group consists of the following 20 companies:



|                                  |  |                                  
|--------------------------------- |  | ---------------------------------
|Acuity Brands, Inc.               |  | Goodrich Corporation             
|Avery Dennison Corporation        |  | Lubrizol Corporation             
|Brunswick Corporation             |  | Nalco Holding Company            
|Cabot Corporation                 |  | Olin Corporation                 
|Clorox Company                    |  | Sealed Air Corporation           
|Corn Products International, Inc. |  | Sensient Technologies Corporation
|Ecolab Inc.                       |  | Sigma-Aldrich Company            
|EMCOR Group Inc.                  |  | Snap-On Inc.                     
|FMC Corporation                   |  | Westlake Chemical Corporation    
|H.B. Fuller Company               |  | W.W. Grainger, Inc.              

Our Compensation Committee last reviewed and approved our peer group in October 2007. At that
time, we were in the mid-range of the peer group in terms of revenue. We intend to continue to review and refine our peer group annually.

In December of each year we review executive market total compensation for our Compensation Committee. The Committee uses our independent compensation consultant, W.T. Haigh & Company, to compare our executive compensation levels
against compensation levels for similar executive positions in the peer group. In addition, we participate in an executive compensation study conducted by Hewitt Associates that includes similar companies based on various factors, including certain
of the same criteria used to define our peer group. We also validate these peer company findings with general industry compensation data for similar sized companies using Mercer and Hewitt surveys. We use the comparisons made in this process to
develop competitive market ranges for our executives for purposes of assessing overall market competitiveness.



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Total Target Compensation Relative to Market Compensation

The total target compensation of our executives relative to market compensation varies based on performance. In general:



| |  |  | For attainment of business goals (target performance), we target direct compensation at the 50thpercentile of the competitive market range, or slightly above.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | For significant overachievement of business goals, we target direct compensation closer to the 75thpercentile of the competitive market range, with a higher relative positioning to market for annual and long-term incentives than for base salary.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | For underachievement of business goals, we target direct compensation below the 50thpercentile of the competitive market range as our incentive components are structured to deliver below mid-market incentive levels for underperformance of goals.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Program Components and Policies

Base Salary

Our goal is to pay base salaries in the mid-range of the competitive market. We review the base salaries of our
executives annually with any salary increases taking effect April 1 of each year. Any salary increase is generally based on the executives performance within specific areas of accountability, as well as market competitiveness and budget
considerations.

Annual Incentives

Our
annual incentives are designed to recognize and reward outstanding performance, achievements and contributions to fiscal year results and focus attention on specific challenges and opportunities as defined by and aligned with our strategy.

We currently administer two incentive plans for our executives in pursuit of these objectives:



| | 1. | Performance Bonus Opportunity (PBO) Plan. The PBO Plan is our annual goal-based incentive plan for executives.
| | -- | ----------------------------------------------------------------------------------------------------------------



| | 2. | Restructuring Incentive Plan. The Restructuring Incentive Plan is a one-time program developed for 2006 and 2007 that is targeted at select executives with direct and
measurable impact on our restructuring plan. There will be no successor plan after this plan expires in 2007.
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

1. Performance Bonus
Opportunity Plan

Our PBO Plan is a goal-based program for executives. Each year, goals are established and approved by our Compensation
Committee. The following are the performance categories and weightings applicable for 2007:



| |  |  | EBITDA before tangible and intangible asset impairment charges and other period costs associated with our restructuring activity (40% weighting)
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Net Sales Growth (20% weighting)
| | - |  | --------------------------------



| |  |  | Working Capital & Sarbanes Oxley (SOX) Compliance (20% weighting)
| | - |  | -------------------------------------------------------------------



| |  |  | Personal Objectives (20% weighting)
| | - |  | -----------------------------------

Target awards and potential payouts are defined for each executive and reviewed and approved annually by our Compensation Committee. The following table presents the 2007 annual incentive opportunities for our NEOs:

PBO AWARD OPPORTUNITY (% OF BASE SALARY)



|                  |  |         |   |  |        |   |  |         |  
|----------------- |  | ------- | - |  | ------ | - |  | ------- | -
|Name              |  | Minimum |   |  | Target |   |  | Maximum |  
|Ed Lonergan       |  | 0       | % |  | 100    | % |  | 200     | %
|S. Curtis Johnson |  | 0       | % |  | 80     | % |  | 160     | %
|Joseph Smorada    |  | 0       | % |  | 65     | % |  | 130     | %
|Thomas Gartland   |  | 0       | % |  | 65     | % |  | 130     | %
|Pedro Chidichimo  |  | 0       | % |  | 65     | % |  | 130     | %



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Our PBO incentive design includes a threshold financial performance hurdle that must be met before any
incentives can be earned under this plan. This ensures that adequate funds are available to satisfy outstanding debt and restructuring obligations and provides for a reasonable and fair distribution of incremental profit between management and
shareholders.

Payments are made in cash in the first quarter of the fiscal year after approval by the Compensation Committee. The
Compensation Committee determines whether goals have been met under the PBO Plan.

2. Restructuring Incentive Plan

The Restructuring Incentive Plan is intended to reward a limited group of senior executives and other key employees with specific responsibilities for
certain restructuring initiatives for contributions to EBITDA improvement, containment of one-time costs and capital expenditures associated with the restructuring and divestiture of specified business units.

Selected participants are eligible to receive special restructuring incentives for the critical two years of the plan period in accordance with the
specific metrics established for the plan.

The following table presents 2007 restructuring incentive targets for our NEOs:

RESTRUCTURING INCENTIVE



|                  |  |         |   |        |   |         |  |   |        
|----------------- |  | ------- | - | ------ | - | ------- |  | - | -------
|Name              |  | Minimum |   | Target |   | Maximum
|Ed Lonergan       |  | $       | 0 |        | $ | 300,000 |  | $ | 600,000
|S. Curtis Johnson |  |         | 0 |        |   | 200,000 |  |   | 400,000
|Joseph Smorada    |  |         | 0 |        |   | 300,000 |  |   | 600,000
|Thomas Gartland   |  |         | 0 |        |   | 200,000 |  |   | 400,000
|Pedro Chidichimo  |  |         | 0 |        |   | 200,000 |  |   | 400,000

Payments are made in cash in the first quarter of the fiscal year after approval by the
Compensation Committee. The Compensation Committee determines whether goals have been met under the Restructuring Incentive Plan. Awards for fiscal year 2007 will be paid in March 2008.

Long-Term Incentives

In 2006, we discontinued our equity-based long-term incentive program and
implemented a cash long-term incentive program to motivate and reward the attainment of global profitability targets. As discussed above, this was done to emphasize the successful attainment of our bank-approved financing plan, which is in place for
a specified period of time. Upon successful completion of the restructuring plan, we intend to return to an equity-based long-term incentive program that will promote long-term stock ownership and further alignment of management interests with those
of our shareholders.

The new cash long-term incentive plan awards cash compensation based on specific performance goals during three-year
performance cycles that begin each year. The first three-year performance cycle under the new cash plan covers performance years



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20062008, the second cycle covers performance years 20072009, and the third cycle covers performance years 20082010. Target awards are
defined by position as a dollar amount with a potential payout of 0200% based on attainment of the goals defined for each performance cycle. The 20062008 performance cycle award will be based on global EBITDA (88.9%) and global cash
flow (11.1%) and the 20072009 and 20082010 cycle awards will be based 100% on global EBITDA. The following table provides the target award opportunities and range of potential payouts, under our cash long-term incentive plan for the
20072009 performance period:

LTI AWARD OPPORTUNITY



|                  |  |         |         |        |   |           |  |   |          
|----------------- |  | ------- | ------- | ------ | - | --------- |  | - | ---------
|Name              |  | Minimum |         | Target |   | Maximum  
|Ed Lonergan       |  | $       | 0       |        | $ | 2,700,000 |  | $ | 5,400,000
|S. Curtis Johnson |  |         | 0       |        |   | 1,863,000 |  |   | 3,726,000
|Joseph Smorada1   |  |         | 350,000 |        |   | 780,000   |  |   | 1,560,000
|Thomas Gartland   |  |         | 0       |        |   | 600,000   |  |   | 1,200,000
|Pedro Chidichimo  |  |         | 0       |        |   | 600,000   |  |   | 1,200,000



|1. | A special floor was established in December 2005 to support retention.
|-- | ----------------------------------------------------------------------

Consistent with our PBO Plan, our long-term incentive plan includes a financial performance hurdle to ensure that our obligations from outstanding debt covenants are satisfied and all other financial obligations are
met before long-term incentives are paid. For example with respect to the 20072009 cycle, there is no payout on any component of the plan if the cumulative three-year global EBITDA is less than 85% of target or our debt covenants are not met.

Payment is made in cash in the first quarter after the end of the three-year performance period, upon approval by the Compensation
Committee. For example, for the 20062008 performance cycle, any earned payments will be made in the first quarter of 2009. With limited exceptions (e.g., retirement, death, disability, job elimination), executives must be actively employed on
the date the payment is made to receive an award. The Compensation Committee determines whether goals have been met under the long-term incentive plan.

Executive Severance

Our Compensation Committee has approved an executive severance policy for certain key employees
including our NEOs (excluding Mr. Johnson). Key provisions of the executive severance policy are identified below:



| |  |  | Cash severance (salary continuation) of two times base salary for a two-year period for the Chief Executive Officer (CEO), and one times base salary for
a one-year period for other NEOs.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Pro rata performance bonus for fiscal year in which termination occurs.
| | - |  | -----------------------------------------------------------------------



| |  |  | Performance bonus at the target level for each year during the salary continuation period.
| | - |  | ------------------------------------------------------------------------------------------

The following table quantifies severance benefits that our NEOs would have been entitled to receive assuming termination had occurred as of
December 28, 2007:



|                  |  |                   |             
|----------------- |  | ----------------- | ------------
|Name              |  | Severance Payment
|Ed Lonergan       |  | $                 | 3,080,000   
|S. Curtis Johnson |  |                   | Not Eligible
|Joseph Smorada    |  |                   | 781,770     
|Thomas Gartland   |  |                   | 581,229     
|Pedro Chidichimo  |  |                   | 552,338     

Severance payments resulting from termination events, as defined in the applicable severance
agreements, are paid only if executives comply with all the provisions of the agreements, including Confidentiality Agreement, Trade Secret, Invention, and Copyright Agreement, Non-Competition Agreement and general release. Please refer to
Termination Scenarios for Executive Benefits for additional details relating to benefits received upon termination from our company.



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Executive Benefits and Perquisites

Our NEOs are eligible for company-sponsored benefits available broadly to our employees. Although benefit programs may vary by country, our objective is to have common benefit programs across all operating groups
within a country and to provide equitable offerings across pay levels. Our benefit programs typically include healthcare and dental benefits, short-term and long-term disability, life insurance and 401(k) and other retirement plans.

Executive Flexible Spending Account:

Our NEOs are
eligible for flexible spending accounts with annual limits to be used for such items as country club and health club dues, financial planning, tax advice and preparation, estate planning, legal fees associated with estate or property matters,
automobile lease and automobile payments (monthly payments only).

For 2007, the maximum annual amount available to Mr. Lonergan under
his flexible spending account is $17,500 and the maximum amount available to each of the other NEOs currently employed by us is $10,000.

For 2008, the maximum annual amount available to Mr. Lonergan under his flexible spending account is $25,000 and the maximum amount available to each of the other NEOs currently employed by us is $15,000.

Personal Use of Company Aircraft:

In 2007, the
company discontinued its joint operating agreement with S.C. Johnson (SCJ) for business and personal use of the SCJ-operated aircraft.

Use of Company
Resorts:

Through a shared service agreement with SCJ (as defined in Item 13 of this Form 10-K) our executives, including our NEOs,
are eligible to use certain SCJ-owned properties for personal use. Mr. Smorada was the only NEO who had personal use of a company resort during 2007, the value of which is reported in the Summary Compensation Table. Starting in 2008, the only
resort which will be available for personal use will be the SCJ-owned property in Aspen, Colorado.

Retirement Plans:

Our NEOs participate in company-sponsored retirement plans available broadly to our employees. These plans are described below in the narrative disclosure
following the Pension Benefits table.

Deferred Compensation Plan:

We sponsor a non-qualified deferred compensation plan that allows employees to defer a portion of their base salary and annual performance bonus every year. None of our NEOs have elected to participate in the plan
through December 31, 2007.

Tax, Regulatory and Accounting Implications

The Company believes it is operating its executive compensation programs in good faith compliance with respect to all tax, regulatory and accounting standards.

Executive Compensation Tables and Supplemental Narrative Disclosures

Overall, compensation levels for 2007 and actions taken in 2008 reflect continuing progress with our restructuring and strategic plans. Most notably, incentive levels reflect above-target awards due to the following:



| |  |  | Attainment of pre-established 2007 financial performance hurdles and incremental profit attainment above the hurdles.
| | - |  | ---------------------------------------------------------------------------------------------------------------------



| |  |  | Our executive leaderships strong contribution to the performance of our company. In 2007, we exceeded the performance goals for EBITDA, net sales growth, SOX
compliance, and the capital expenditure component of Working Capital, as established by the Board of Directors under our PBO Plan. Such goals were consistent with our internal operating budget, which was aligned with the performance metrics
encapsulated in our restructuring plan.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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| |  |  | The strong leadership and oversight of our executives in implementing our restructuring plan. In 2007, we continued to effectively execute this program,
significantly exceeding the EBITDA improvement targets set for the program, while containing one-time cost and capital expenditures within budgeted levels.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The following tables and narrative disclosure provide additional information about the material components of our NEO compensation and the related
actions taken by our Compensation Committee in 2007 and the first quarter of 2008.

Summary Compensation Table (SCT)

The following table sets forth information concerning the compensation of our NEOs including the CEO and President, the CFO and the other three most
highly compensated executive officers, who served in such capacities during 2006 and 2007.

2007 SUMMARY COMPENSATION TABLE



|                           |  |      |  |        |         |       |   |         |             |  |              |  |                                       |  |   |                                                                       |    |                       |   |         |       |   |         |    |  |   |          
|-------------------------- |  | ---- |  | ------ | ------- | ----- | - | ------- | ----------- |  | ------------ |  | ------------------------------------- |  | - | --------------------------------------------------------------------- | -- | --------------------- | - | ------- | ----- | - | ------- | -- |  | - | ---------
|Name and PrincipalPosition |  | Year |  | Salary |         | Bonus |   |         | StockAwards |  | OptionAwards |  | Non-Equity IncentivePlan Compensation |  |   | Change in Pension Valueand NonqualifiedDeferred CompensationEarnings1 |    | All OtherCompensation |   |         | Total
|Edward Lonergan            |  | 2007 |  | $      | 752,500 |       | $ | 0       |             |  |              |  |                                       |  | $ | 1,716,115                                                             | 2  |                       | $ | 155,280 |       | $ | 20,358  | 3  |  | $ | 2,644,253
|                           |  | 2006 |  |        | 641,667 |       |   | 300,000 | 4           |  |              |  |                                       |  |   | 1,633,083                                                             | 5  |                       |   | 45,915  |       |   | 88,844  | 6  |  |   | 2,709,509
|S. Curtis Johnson          |  | 2007 |  |        | 662,500 |       |   | 0       |             |  |              |  |                                       |  |   | 1,148,540                                                             | 7  |                       |   | 150,490 |       |   | 20,107  | 8  |  |   | 1,981,637
|                           |  | 2006 |  |        | 693,750 |       |   | 0       |             |  |              |  |                                       |  |   | 1,583,124                                                             | 9  |                       |   | 221,188 |       |   | 17,445  | 10 |  |   | 2,515,507
|Joseph Smorada             |  | 2007 |  |        | 470,350 |       |   | 0       |             |  |              |  |                                       |  |   | 1,161,801                                                             | 11 |                       |   | 91,030  |       |   | 61,326  | 12 |  |   | 1,784,507
|                           |  | 2006 |  |        | 460,000 |       |   | 0       |             |  |              |  |                                       |  |   | 1,481,390                                                             | 13 |                       |   | 41,573  |       |   | 25,936  | 14 |  |   | 2,008,899
|Thomas Gartland            |  | 2007 |  |        | 349,695 |       |   | 0       |             |  |              |  |                                       |  |   | 709,165                                                               | 15 |                       |   | 52,839  |       |   | 51,779  | 16 |  |   | 1,163,478
|                           |  | 2006 |  |        | 339,500 |       |   | 0       |             |  |              |  |                                       |  |   | 500,320                                                               | 17 |                       |   | 41,239  |       |   | 45,062  | 18 |  |   | 926,121  
|Pedro Chidichimo           |  | 2007 |  |        | 335,156 |       |   | 0       |             |  |              |  |                                       |  |   | 835,175                                                               | 19 |                       |   | 0       |       |   | 350,458 | 20 |  |   | 1,520,789



|1. | Includes the annual change in pension value only. None of the NEOs participate in the Companys Nonqualified Deferred Compensation Plan. Please refer to Pension
Benefits for the specific assumptions used in estimating present value.
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|2. | Non-Equity Incentive Plan Compensation earned during 2007 includes performance bonus of $1,116,115, and restructuring incentive award of $600,000.
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------

|3. | Consists of $17,500 of flexible spending account, $1,250 of flexible credit for benefits, $1,608 of premiums for company provided life insurance
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------

|4. | Represents Signing Bonus.
|-- | -------------------------

|5. | Non-Equity Incentive Plan Compensation earned during 2006 includes performance bonus of $1,033,083, and restructuring incentive award of $600,000.
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------

|6. | Consists of $17,500 of flexible spending account, $1,146 of flexible credit for benefits, $2,102 of premiums for company provided life insurance, and $68,096 for actual relocation
expenses paid for by the company.
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|7. | Non-Equity Incentive Plan Compensation earned during 2007 includes performance bonus of $748,540 and restructuring incentive award of $400,000.
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------

|8. | Consists of $1,250 of flexible credit for benefits, $1,357 of premiums for company provided life insurance, $15,500 of 401(k) company match and, $2,000 of retiree medical savings
account company match.
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|9. | Non-Equity Incentive Plan Compensation earned during 2006 includes performance bonus of $1,113,000, provisional transition performance award of $70,124, and restructuring incentive
award of $400,000.
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10. | Consists of $1,250 of flexible credit for benefits, $2,273 of premiums for company provided life insurance, $11,922 of 401(k) company match, and $2,000 of retiree medical savings
account company match.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|11. | Non-Equity Incentive Plan Compensation earned during 2007 includes performance bonus of $561,801, and restructuring incentive award of $600,000. The performance bonus includes a
discretionary amount of $100,000 as approved by the Compensation Committee.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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|12. | Consists of $10,000 of flexible spending account, $1,250 of flexible credit for benefits, $990 of premiums for company provided life insurance, $14,925 for 401(k) company match, and
$34,161 for the use of Company resort.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|13. | Non-Equity Incentive Plan Compensation earned during 2006 includes performance bonus of $481,390, and restructuring incentive award of $1,000,000.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------

|14. | Consists of $10,000 of flexible spending account, $1,250 of flexible credit for benefits, $1,507 of premiums for company provided life insurance, and $13,179 for 401(k) company
match.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|15. | Non-Equity Incentive Plan Compensation earned during 2007 includes performance bonus of $309,165 and restructuring incentive award of $400,000.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------

|16. | Consists of $9,338 of flexible spending account, $1,250 of flexible credit for benefits, $737 of premiums for company provided life insurance, $12,810 for 401(k) company match,
$21,828 for auto allowance, $2,000 for retiree medical savings account company match, and $3,816 for the use of Company resort.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|17. | Non-Equity Incentive Plan Compensation earned during 2006 includes performance bonus of $280,320, and restructuring incentive award of $220,000.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------

|18. | Consists of $8,860 of flexible spending account, $1,250 of flexible credit for benefits, $21,828 for auto allowance, $1,112 of premiums for company provided life insurance, and
$12,012 for 401(k) company match.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|19. | Non-Equity Incentive Plan Compensation earned during 2007 includes performance bonus of $435,175, and restructuring incentive award of $400,000. The performance bonus includes a
discretionary amount of $99,546 as approved by the Compensation Committee.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|20. | Consists of $342,487 of expatriate allowances, and $7,971 for defined contribution pension.
|--- | -------------------------------------------------------------------------------------------

Additional Actions Taken in 2008 for our NEOs

On March 12, 2008 our Compensation
Committee approved the following base salaries and long-term incentive award targets for our NEOs:



|                  |      |                  |         |                                                            |   |         |  |   |          
|----------------- | ---- | ---------------- | ------- | ---------------------------------------------------------- | - | ------- |  | - | ---------
|Name              |      | Base Salary Rate |         | Long-Term Incentive Grant for2008-2010 cycle(target value)
|                  | 2007 |                  | 2008    |                                                           
|Edward Lonergan   |      | $                | 770,000 |                                                            | $ | 825,000 |  | $ | 2,700,000
|S. Curtis Johnson |      |                  | 650,000 |                                                            |   | 650,000 |  |   | 2,100,000
|Joseph Smorada    |      |                  | 473,800 |                                                            |   | 500,000 |  |   | 1,000,000
|Thomas Gartland   |      |                  | 352,260 |                                                            |   | 352,260 |  |   | 900,000  
|Pedro Chidichimo  |      |                  | 334,750 |                                                            |   | 375,000 |  |   | 900,000  



63



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Grants of Plan-Based Awards Table

The following table sets forth information relating to plan-based awards granted in 2007, and outstanding awards granted in 2006 to our NEOs:

2007 GRANTS OF PLAN-BASED AWARDS



|                  |  |                         |            |            |  |                                                                |         |                                                           |  |                                                    |           |                                                            |   |                                            |  |  |  |  |  |  |  |  |  |  |  | 
|----------------- |  | ----------------------- | ---------- | ---------- |  | -------------------------------------------------------------- | ------- | --------------------------------------------------------- |  | -------------------------------------------------- | --------- | ---------------------------------------------------------- | - | ------------------------------------------ |  |  |  |  |  |  |  |  |  |  |  | 
|Name              |  | Description of Plan     |            | Grant Date |  | Estimated Future Payouts UnderNon-Equity Incentive Plan Awards |         | Estimated Future PayoutsUnder Equity IncentivePlan Awards |  | AllOtherStockAwards:NumberofSharesof Stockor Units |           | All OtherOptionAwards:Number ofSecuritiesUnderlyingOptions |   | Exercise orBase Priceof OptionAwards($/Sh)
|                  |  |                         | Threshold1 |            |  | Target                                                         |         | Maximum                                                   |  | Threshold                                          |           | Target                                                     |   | Maximum                                    |  |  | 
|Edward Lonergan   |  | Long Term Incentive     |            | 5/10/2006  |  | $                                                              | 0       |                                                           |  | $                                                  | 2,000,000 |                                                            | $ | 4,000,000                                  |  |  |  |  |  |  |  |  |  |  |  | 
|                  |  | Long Term Incentive     |            | 3/7/2007   |  |                                                                | 675,000 |                                                           |  |                                                    | 2,700,000 |                                                            |   | 5,400,000                                  |  |  |  |  |  |  |  |  |  |  |  | 
|                  |  | Performance Bonus       |            | 1/1/2007   |  |                                                                | 192,500 |                                                           |  |                                                    | 770,000   |                                                            |   | 1,540,000                                  |  |  |  |  |  |  |  |  |  |  |  | 
|                  |  | Restructuring Incentive |            | 1/1/2007   |  |                                                                | 0       |                                                           |  |                                                    | 300,000   |                                                            |   | 600,000                                    |  |  |  |  |  |  |  |  |  |  |  | 
|S. Curtis Johnson |  | Long Term Incentive     |            | 5/10/2006  |  |                                                                | 0       |                                                           |  |                                                    | 2,000,000 |                                                            |   | 4,000,000                                  |  |  |  |  |  |  |  |  |  |  |  | 
|                  |  | Long Term Incentive     |            | 3/7/2007   |  |                                                                | 465,750 |                                                           |  |                                                    | 1,863,000 |                                                            |   | 3,726,000                                  |  |  |  |  |  |  |  |  |  |  |  | 
|                  |  | Performance Bonus       |            | 1/1/2007   |  |                                                                | 130,000 |                                                           |  |                                                    | 520,000   |                                                            |   | 1,040,000                                  |  |  |  |  |  |  |  |  |  |  |  | 
|                  |  | Restructuring Incentive |            | 1/1/2007   |  |                                                                | 0       |                                                           |  |                                                    | 200,000   |                                                            |   | 400,000                                    |  |  |  |  |  |  |  |  |  |  |  | 
|Joseph Smorada    |  | Long Term Incentive     |            | 5/10/2006  |  |                                                                | 350,000 | 2                                                         |  |                                                    | 780,000   |                                                            |   | 1,560,000                                  |  |  |  |  |  |  |  |  |  |  |  | 
|                  |  | Long Term Incentive     |            | 3/7/2007   |  |                                                                | 195,000 |                                                           |  |                                                    | 780,000   |                                                            |   | 1,560,000                                  |  |  |  |  |  |  |  |  |  |  |  | 
|                  |  | Performance Bonus       |            | 1/1/2007   |  |                                                                | 76,993  |                                                           |  |                                                    | 307,970   |                                                            |   | 615,940                                    |  |  |  |  |  |  |  |  |  |  |  | 
|                  |  | Restructuring Incentive |            | 1/1/2007   |  |                                                                | 0       |                                                           |  |                                                    | 300,000   |                                                            |   | 600,000                                    |  |  |  |  |  |  |  |  |  |  |  | 
|Thomas Gartland   |  | Long Term Incentive     |            | 5/10/2006  |  |                                                                | 0       |                                                           |  |                                                    | 780,000   |                                                            |   | 1,560,000                                  |  |  |  |  |  |  |  |  |  |  |  | 
|                  |  | Long Term Incentive     |            | 3/7/2007   |  |                                                                | 150,000 |                                                           |  |                                                    | 600,000   |                                                            |   | 1,200,000                                  |  |  |  |  |  |  |  |  |  |  |  | 
|                  |  | Performance Bonus       |            | 1/1/2007   |  |                                                                | 57,242  |                                                           |  |                                                    | 228,969   |                                                            |   | 457,938                                    |  |  |  |  |  |  |  |  |  |  |  | 
|                  |  | Restructuring Incentive |            | 1/1/2007   |  |                                                                | 0       |                                                           |  |                                                    | 200,000   |                                                            |   | 400,000                                    |  |  |  |  |  |  |  |  |  |  |  | 
|Pedro Chidichimo  |  | Long Term Incentive     |            | 5/10/2006  |  |                                                                | 0       |                                                           |  |                                                    | 250,000   |                                                            |   | 500,000                                    |  |  |  |  |  |  |  |  |  |  |  | 
|                  |  | Long Term Incentive     |            | 3/7/2007   |  |                                                                | 150,000 |                                                           |  |                                                    | 600,000   |                                                            |   | 1,200,000                                  |  |  |  |  |  |  |  |  |  |  |  | 
|                  |  | Performance Bonus       |            | 1/1/2007   |  |                                                                | 54,397  |                                                           |  |                                                    | 217,588   |                                                            |   | 435,175                                    |  |  |  |  |  |  |  |  |  |  |  | 
|                  |  | Restructuring Incentive |            | 1/1/2007   |  |                                                                | 0       |                                                           |  |                                                    | 200,000   |                                                            |   | 400,000                                    |  |  |  |  |  |  |  |  |  |  |  | 



|1. | For attainment of threshold goals established under the plan there is a 25% payout (zero payout for May 10, 2006 LTI grant date and January 1, 2007 Restructuring Incentive
grant date). For amounts above threshold, incentives are funded on a linear basis up to the target and maximum awards as defined in the table above.
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|2. | A special floor was established in December 2005 to support retention.
|-- | ----------------------------------------------------------------------

Outstanding Equity Awards at Fiscal Year-End

The following table sets forth information relating to exercisable and
unexercisable stock options and unvested stock awards for our NEOs as of December 28, 2007:



2007 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END



|                  |                                                                |               |                                                                  |              |   |                                                                                   |   |                     |   |                      |  |                                                   |  |       |                                                        |  |   |                                                                                         |   |                                                                                                               |   |  |  
|----------------- | -------------------------------------------------------------- | ------------- | ---------------------------------------------------------------- | ------------ | - | --------------------------------------------------------------------------------- | - | ------------------- | - | -------------------- |  | ------------------------------------------------- |  | ----- | ------------------------------------------------------ |  | - | --------------------------------------------------------------------------------------- | - | ------------------------------------------------------------------------------------------------------------- | - |  | -
|Name              |                                                                | Option Awards |                                                                  | Stock Awards
|                  | Number ofSecuritiesUnderlyingUnexercisedOptions (#)Exercisable |               | Number ofSecuritiesUnderlyingUnexercisedOptions (#)Unexercisable |              |   | EquityIncentivePlanAwards:Number ofSecuritiesUnderlyingUnexercisedUnearnedOptions |   | OptionExercisePrice |   | OptionExpirationDate |  | Number ofShares orUnits ofStockThat HaveNotVested |  |       | MarketValue ofShares orUnitsof StockThat HaveNotVested |  |   | EquityIncentivePlanAwards:Number ofUnearnedShares,Units orOtherRightsThat
HaveNotVested |   | Equity Incentive PlanAwards: Market orPayout Value ofUnearned Shares,Units or OtherRights That
HaveNot Vested
|Edward Lonergan   |                                                                |              |                                                                  |             |   |                                                                                   |  |                     |   |                     |  |                                                  |  |      |                                                        |  |   |                                                                                        |   |                                                                                                               |  |  | 
|S. Curtis Johnson |                                                                | 25,416        |                                                                  |             |   |                                                                                   |  |                     | $ | 82.63                |  | 11/1/2009                                         |  |      |                                                        |  |   |                                                                                        |   |                                                                                                               |  |  | 
|                  |                                                                | 27,000        |                                                                  |             |   |                                                                                   |  |                     |   | 114.16               |  | 11/1/2010                                         |  |      |                                                        |  |   |                                                                                        |   |                                                                                                               |  |  | 
|                  |                                                                | 9,300         |                                                                  |             |   |                                                                                   |  |                     |   | 136.05               |  | 11/1/2008                                         |  |      |                                                        |  |   |                                                                                        |   |                                                                                                               |  |  | 
|                  |                                                                | 11,000        |                                                                  |             |   |                                                                                   |  |                     |   | 106.93               |  | 3/28/2010                                         |  |      |                                                        |  |   |                                                                                        |   |                                                                                                               |  |  | 
|                  |                                                                | 12,000        |                                                                  |             |   |                                                                                   |  |                     |   | 115.07               |  | 9/26/2010                                         |  |      |                                                        |  |   |                                                                                        |   |                                                                                                               |  |  | 
|                  |                                                                |              |                                                                  | 15,000       | 1 |                                                                                   |  |                     |   | 136.79               |  | 4/1/2011                                          |  |      |                                                        |  |   |                                                                                        |   |                                                                                                               |  |  | 
|                  |                                                                |              |                                                                  | 17,100       | 1 |                                                                                   |  |                     |   | 143.06               |  | 4/1/2012                                          |  |      |                                                        |  |   |                                                                                        |   |                                                                                                               |  |  | 
|Joseph Smorada    |                                                                |              |                                                                  |             |   |                                                                                   |  |                     |   |                     |  |                                                  |  | 4,834 | 2                                                      |  | $ | 525,311                                                                                 | 3 |                                                                                                               |  |  | 
|Thomas Gartland   |                                                                |              |                                                                  |             |   |                                                                                   |  |                     |   |                     |  |                                                  |  |      |                                                        |  |   |                                                                                        |   |                                                                                                               |  |  | 
|Pedro Chidichimo  |                                                                |              |                                                                  |             |   |                                                                                   |  |                     |   |                     |  |                                                  |  |      |                                                        |  |   |                                                                                        |   |                                                                                                               |  |  | 



|1. | Options vest 36 months prior to option expiration date.
|-- | -------------------------------------------------------

|2. | Mr. Smoradas stock awards are scheduled to vest in on October 31, 2008 (1,250) and October 31, 2009 (3,584).
|-- | -------------------------------------------------------------------------------------------------------------

|3. | At December 28, 2007, an estimated market value of $108.67 per share of Class C common stock was used to determine their value.
|-- | -------------------------------------------------------------------------------------------------------------------------------



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##### Table of Contents

Option Exercises & Stock Vested

2007 OPTION EXERCISES AND STOCK VESTED



|                  |                                     |               |                           |              |                                     |   |                          |  
|----------------- | ----------------------------------- | ------------- | ------------------------- | ------------ | ----------------------------------- | - | ------------------------ | -
|Name              |                                     | Option Awards |                           | Stock Awards
|                  | Number of SharesAcquired onExercise |               | Value Realized onExercise |              | Number of SharesAcquired on Vesting |   | Value Realized onVesting
|Edward Lonergan   |                                     |              |                           |             |                                     |  |                          | 
|S. Curtis Johnson |                                     |              |                           |             |                                     |  |                          | 
|Joseph Smorada    |                                     |              |                           |             |                                     |  |                          | 
|Thomas Gartland   |                                     |              |                           |             |                                     |  |                          | 
|Pedro Chidichimo  |                                     |              |                           |             |                                     |  |                          | 

Pension Benefits

The following table sets forth the present value of the NEOs accumulated benefits under the specified retirement plans:

PENSION BENEFITS



|                  |  |                     |  |                                    |  |                                    |           |                                |   |    
|----------------- |  | ------------------- |  | ---------------------------------- |  | ---------------------------------- | --------- | ------------------------------ | - | ---
|Name              |  | Plan                |  | Number ofYears CreditedService (#) |  | Present Valueof AccumulatedBenefit |           | PaymentsDuring LastFiscal Year
|Ed Lonergan       |  | Cash Balance Plan   |  | 1.8                                |  | $                                  | 32,671    |                                | $ | 0  
|                  |  | Supplemental Plan   |  | 1.8                                |  |                                    | 168,524   |                                |   | 0  
|S. Curtis Johnson |  | Cash Balance Plan   |  | 24.2                               |  |                                    | 744,457   |                                |   | 0  
|                  |  | Supplemental Plan   |  | 24.2                               |  |                                    | 1,746,411 |                                |   | 0  
|                  |  | Separation Pay Plan |  | 24.2                               |  |                                    | 162,500   |                                |   | 0  
|Joseph Smorada    |  | Cash Balance Plan   |  | 3.0                                |  |                                    | 51,028    |                                |   | 0  
|                  |  | Supplemental Plan   |  | 3.0                                |  |                                    | 135,692   |                                |   | 0  
|Thomas Gartland   |  | Cash Balance Plan   |  | 3.8                                |  |                                    | 56,581    |                                |   | 0  
|                  |  | Supplemental Plan   |  | 3.8                                |  |                                    | 101,069   |                                |   | 0  
|Pedro Chidichimo  |  | N/A                 |  | N/A                                |  |                                    | N/A       |                                |   | N/A

The pension values included in the above analysis are the current or present value of the benefits
expected to be paid in the future. The amount of each future payment is based on the current accrued pension benefit. The actuarial assumptions, with the exception of the expected retirement age, are the same as used for the companys financial
statements. The retirement age is the earliest unreduced retirement age as defined in each plan.

The results shown in this report have
been developed based on actuarial assumptions that are considered to be reasonable. Other actuarial assumptions could also be considered to be reasonable and produce different results.

The amounts shown are based on the plan provisions applicable in each plan in which any of the NEOs participate.

The change in pension values shown in the Summary Compensation Table includes the effect of:



| |  |  | An additional year of service from October 31, 2006 to October 31, 2007;
| | - |  | ------------------------------------------------------------------------



| |  |  | The actual preliminary 2007 investment credit in the Cash Balance Plan and Supplemental Plan;
| | - |  | ---------------------------------------------------------------------------------------------



| |  |  | Changes in eligible pension pay;
| | - |  | --------------------------------



| |  |  | Changes in pay cap limits; and
| | - |  | ------------------------------



65



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##### Table of Contents

| |  |  | Changes in assumptions.
| | - |  | -----------------------

Specific Assumptions
used in Estimating Present Values

Assumed Retirement Age:



| |  |  | Cash Balance Plan  The earlier of age 62 with 10 years of service or age 65 with 5 years of service
| | - |  | ----------------------------------------------------------------------------------------------------



| |  |  | Supplemental Plan  Age 65 with 5 years of service
| | - |  | --------------------------------------------------



| |  |  | Separation Pay Plan  Age 50 with 10 years of service
| | - |  | -----------------------------------------------------

Discount Rate: The applicable discount rate is 6.15% as of October 31, 2007 and 5.75% as of October 31, 2006.

Mortality Table: RP-2000, projected to 2006 with no collar adjustment (male and female tables).

Interest
Credit Assumption: Cash balance amounts are projected to the Assumed Retirement Age assuming a crediting rate of 7.50% on pre-2004 account balances and 5.50% on post-2003 account balances.

Material Terms and Conditions of the Plans:

Cash
Balance Plan  This tax-qualified defined benefit plan is generally available to all full-time salaried employees following the completion of one year of service. Benefits under the plan are determined based on a cash balance account (the
Cash Balance Account) that defines the lump sum amount that is payable following a participants death, termination or retirement. The Cash Balance Account was established as of January 1, 1998 for then current employees as an
amount equal to (1) the present value of the participants accrued benefit under the prior formula, plus (2) a special transition amount determined based on the participants age, service and compensation. Each year, a service
credit and an interest credit are added to each participants Cash Balance Account.

The service credit equals 5% of a
participants compensation up to the Social Security Wage Base ($97,500 for 2007 and $94,200 for 2006) plus 10% of a participants compensation in excess of the Social Security Wage Base.

Pension eligible compensation in the Cash Balance Plan includes base salary, commissions, shift differential, overtime, and bonuses under the PBO Plan
and excludes amounts deferred in our nonqualified deferred compensation plan. Eligible compensation is also limited by the compensation limit ($225,000 for 2007 and $220,000 for 2006) imposed by Section 401(a)(17) of the Internal Revenue Code
(IRC).

The interest credit is separately determined for the pre-2004 balance (initial account balance and service credits
earned prior to 2004), and for the post-2003 balance (service credits earned after 2003). The interest credit for the pre-2004 balance equals the greater of 4% and 75% of the rate of return earned by the Cash Balance Plan trust during the year. The
interest credit for the post-2003 balance equals the average yield on 10-year Treasury Constant Maturities during the preceding year.

All
Cash Balance Plan benefit options are actuarially equivalent to the participants account balance.

The Cash Balance Plan also
includes special benefits for employees who became participants in the Plan on or before June 1, 1998. At benefit commencement, these participants receive the greater of the benefit based on their Cash Balance Account or the benefit based on
the Prior Plan Formula. The Prior Plan Formula is a monthly annuity benefit equal to:



| |  |  | 1.75% times a five-year average of participants base pay times service, less
| | - |  | -----------------------------------------------------------------------------



| |  |  | 1.67% times the participants primary Social Security benefit times service (not to exceed 30 years)
| | - |  | ----------------------------------------------------------------------------------------------------

Pension eligible compensation for the Prior Plan Formula benefit is equal to base wages, limited by IRC Section 401(a)(17).



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The Prior Plan Formula benefit is payable unreduced at age 62 as a life annuity with 5 years guaranteed.
Benefits are reduced 4% per year prior to age 62 for participants who have attained age 50 with 10 years of service. Benefits are actuarially reduced from age 65 for participants who have not attained age 50 with 10 years of service. Annual
cost of living increases, limited to $180 per year, are also added to the Prior Plan Formula benefit.

Mr. Johnson is the only NEO
eligible for the Prior Plan Formula.

Supplemental Plan  This is a nonqualified defined benefit plan that provides for the
difference between the benefits under the Cash Balance Plan and the amounts that would have been paid under the Cash Balance Plan if benefits were determined without regard to Internal Revenue Service limitations on compensation and if the
participant did not defer any compensation under our nonqualified deferred compensation plans.

Benefits are generally determined using the
same terms and provisions as used in the Cash Balance Plan except there is no Prior Plan Formula benefit and all amounts are paid as a lump sum immediately following termination.

Separation Pay Plan  This is a nonqualified pension plan that only covers employees who were eligible for the Separation Pay Plan as of
July 1, 1995. The Separation Pay Plan benefit is paid as a lump sum equal to a number of weeks of pay based on the salary rate as of the date of retirement, accrued as follows:



| |  |  | 2 weeks of pay are accrued in the first year of service, and
| | - |  | ------------------------------------------------------------



| |  |  | 1 week of pay is accrued for each additional 2 years of service
| | - |  | ---------------------------------------------------------------

Benefits are payable immediately upon termination without any reductions. The participant must terminate after attaining age 50 and 10 years of service or be involuntarily terminated to be eligible for the separation
pay benefit.

Mr. Johnson is the only NEO eligible for the Separation Pay Plan.

The Separation Pay Plan was terminated as of December 31, 2007 and Mr. Johnson received his Separation Pay benefit of $162,500 on
January 25, 2008.

Termination Scenarios for Executive Benefits

The following tables quantify the benefits that each NEO would have received upon the specified termination event, assuming a termination as of December 28, 2007.



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TERMINATION SCENARIOS



|                     |  |                   |           |           |   |           |  |            |           |               |   |                  |  |   |           |  |   |          
|-------------------- |  | ----------------- | --------- | --------- | - | --------- |  | ---------- | --------- | ------------- | - | ---------------- |  | - | --------- |  | - | ---------
|                     |  | Ed Lonergan      
|Benefit              |  | Voluntary         |           | For Cause |   | Death     |  | Disability |           | Without Cause |   | Change inControl
|Retirement Benefits  |  |                   |           |           |   |           |  |            |           |               |   |                  |  |   |           |  |   |          
|Cash Balance Plan    |  | $                 | 0         |           | $ | 0         |  | $          | 0         |               | $ | 0                |  | $ | 0         |  | $ | 0        
|Supplemental Plan    |  |                   | 0         |           |   | 0         |  |            | 0         |               |   | 0                |  |   | 0         |  |   | 0        
|Separation Pay Plan  |  |                   | 0         |           |   | 0         |  |            | 0         |               |   | 0                |  |   | 0         |  |   | 0        
|Retiree Welfare Plan |  |                   | 0         |           |   | 0         |  |            | 0         |               |   | 0                |  |   | 0         |  |   | 0        
|                     |  |                   |           |           |   |           |  |            |           |               |   |                  |  |   |           |  |   |          
|Total                |  | $                 | 0         |           | $ | 0         |  | $          | 0         |               | $ | 0                |  | $ | 0         |  | $ | 0        
|                     |  |                   |           |           |   |           |  |            |           |               |   |                  |  |   |           |  |   |          
|                     | 
|                     |  | S. Curtis Johnson
|Benefit              |  | Voluntary         |           | For Cause |   | Death     |  | Disability |           | Without Cause |   | Change inControl
|Retirement Benefits  |  |                   |           |           |   |           |  |            |           |               |   |                  |  |   |           |  |   |          
|Cash Balance Plan    |  | $                 | 713,894   |           | $ | 713,894   |  | $          | 677,567   |               | $ | 713,894          |  | $ | 713,894   |  | $ | 713,894  
|Supplemental Plan    |  |                   | 1,617,210 |           |   | 1,617,210 |  |            | 1,617,210 |               |   | 1,617,210        |  |   | 1,617,210 |  |   | 1,617,210
|Separation Pay Plan  |  |                   | 162,500   |           |   | 0         |  |            | 162,500   |               |   | 162,500          |  |   | 162,500   |  |   | 162,500  
|Retiree Welfare Plan |  |                   | 176,471   |           |   | 176,471   |  |            | 85,251    |               |   | 176,471          |  |   | 176,471   |  |   | 176,471  
|                     |  |                   |           |           |   |           |  |            |           |               |   |                  |  |   |           |  |   |          
|Total                |  | $                 | 2,670,075 |           | $ | 2,507,575 |  | $          | 2,542,528 |               | $ | 2,670,075        |  | $ | 2,670,075 |  | $ | 2,670,075
|                     |  |                   |           |           |   |           |  |            |           |               |   |                  |  |   |           |  |   |          
|                     | 
|                     |  | Joseph Smorada   
|Benefit              |  | Voluntary         |           | For Cause |   | Death     |  | Disability |           | Without Cause |   | Change inControl
|Retirement Benefits  |  |                   |           |           |   |           |  |            |           |               |   |                  |  |   |           |  |   |          
|Cash Balance Plan    |  | $                 | 0         |           | $ | 0         |  | $          | 0         |               | $ | 0                |  | $ | 0         |  | $ | 0        
|Supplemental Plan    |  |                   | 0         |           |   | 0         |  |            | 200,298   |               |   | 200,298          |  |   | 200,298   |  |   | 200,298  
|Separation Pay Plan  |  |                   | 0         |           |   | 0         |  |            | 0         |               |   | 0                |  |   | 0         |  |   | 0        
|Retiree Welfare Plan |  |                   | 0         |           |   | 0         |  |            | 0         |               |   | 0                |  |   | 0         |  |   | 0        
|                     |  |                   |           |           |   |           |  |            |           |               |   |                  |  |   |           |  |   |          
|Total                |  | $                 | 0         |           | $ | 0         |  | $          | 200,298   |               | $ | 200,298          |  | $ | 200,298   |  | $ | 200,298  
|                     |  |                   |           |           |   |           |  |            |           |               |   |                  |  |   |           |  |   |          
|                     | 
|                     |  | Thomas Gartland  
|Benefit              |  | Voluntary         |           | For Cause |   | Death     |  | Disability |           | Without Cause |   | Change inControl
|Retirement Benefits  |  |                   |           |           |   |           |  |            |           |               |   |                  |  |   |           |  |   |          
|Cash Balance Plan    |  | $                 | 61,180    |           | $ | 61,180    |  | $          | 61,180    |               | $ | 61,180           |  | $ | 61,180    |  | $ | 61,180   
|Supplemental Plan    |  |                   | 117,167   |           |   | 117,167   |  |            | 117,167   |               |   | 117,167          |  |   | 117,167   |  |   | 117,167  
|Separation Pay Plan  |  |                   | 0         |           |   | 0         |  |            | 0         |               |   | 0                |  |   | 0         |  |   | 0        
|Retiree Welfare Plan |  |                   | 2,069     |           |   | 2,069     |  |            | 0         |               |   | 2,069            |  |   | 2,069     |  |   | 2,069    
|                     |  |                   |           |           |   |           |  |            |           |               |   |                  |  |   |           |  |   |          
|Total                |  | $                 | 180,416   |           | $ | 180,416   |  | $          | 178,347   |               | $ | 180,416          |  | $ | 180,416   |  | $ | 180,416  
|                     |  |                   |           |           |   |           |  |            |           |               |   |                  |  |   |           |  |   |          
|                     | 
|                     |  | Pedro Chidichimo 
|Benefit              |  | Voluntary         |           | For Cause |   | Death     |  | Disability |           | Without Cause |   | Change inControl
|Retirement Benefits  |  |                   |           |           |   |           |  |            |           |               |   |                  |  |   |           |  |   |          
|Cash Balance Plan    |  |                   | N/A       |           |   | N/A       |  |            | N/A       |               |   | N/A              |  |   | N/A       |  |   | N/A      
|Supplemental Plan    |  |                   | N/A       |           |   | N/A       |  |            | N/A       |               |   | N/A              |  |   | N/A       |  |   | N/A      
|Separation Pay Plan  |  |                   | N/A       |           |   | N/A       |  |            | N/A       |               |   | N/A              |  |   | N/A       |  |   | N/A      
|Retiree Welfare Plan |  |                   | N/A       |           |   | N/A       |  |            | N/A       |               |   | N/A              |  |   | N/A       |  |   | N/A      
|                     |  |                   |           |           |   |           |  |            |           |               |   |                  |  |   |           |  |   |          
|Total                |  |                   | N/A       |           |   | N/A       |  |            | N/A       |               |   | N/A              |  |   | N/A       |  |   | N/A      
|                     |  |                   |           |           |   |           |  |            |           |               |   |                  |  |   |           |  |   |          



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Cash Balance Plan  The benefit payable under all scenarios except death is equal to the
greater of the vested Cash Balance Account as of December 28, 2007 and the present value of the vested Prior Plan Formula annuity payable on December 28, 2007.

The benefit payable following death is equal to the greater of the vested Cash Balance account as of December 28, 2007 and the present value of the vested Prior Plan annuity payable to the surviving spouse on
December 28, 2007.

The present value calculations for the Cash Balance termination scenarios are based on a 6.20% discount rate and
RP-2000 mortality, projected to 2006 with no collar adjustment (male and female tables).

Supplemental Plan The benefit
payable under all scenarios is equal to the vested Supplemental Plan account balance as of December 28, 2007.

Separation Pay
Plan  The benefit payable under all scenarios except termination for cause is equal to the vested accrued benefit as of December 28, 2007 payable as a lump sum. There is no benefit payable if the participant is terminated for cause.

Retiree Welfare  For employees who have a Retiree Medical Savings Account and are eligible to participate in our retiree
healthcare plan with subsidized monthly premiums, the benefit payable under all scenarios except for death is equal to the present value of the employer provided subsidies assuming the participant retires as of December 28, 2007. The death
benefit payable for these participants is equal to the present value of the employer provided surviving spouse payments assuming the participant dies on December 28, 2007.

For employees who have an enhanced Retiree Medical Savings Account and must pay for the full cost of retiree healthcare, the benefit payable under all
scenarios except death is equal to the sum of the projected retiree and spouse Retiree Medical Savings Accounts as of December 28, 2007. For these participants, the benefit payable following death is equal to the projected spouse Retiree
Medical Savings Account as of December 28, 2007.

The present value calculations for all retiree welfare benefits are based on a 6.20%
discount rate and other assumptions used and disclosed in Note 20 to our financial statements within this Form 10-K.

Mr. Johnson is
the only NEO eligible for the subsidized Retiree Welfare benefits.

Additional Notes Regarding the Termination Scenario Benefits:

Mr. Lonergan  Mr. Lonergan is not vested in his retirement benefits as of December 28, 2007 and therefore would have received no
benefits under any of the termination scenarios.

Mr. Smorada  Mr. Smoradas employment agreement with our
company specifies that he will be vested in his Cash Balance and Supplemental Plan benefits in the event he is terminated without cause, becomes disabled or dies prior to becoming vested under the plans. The value of these benefits is reflected in
this Supplemental Plan benefits under the various termination scenarios.

Mr. Chidichimo  Mr. Chidichimo does not
participate in a defined benefit pension program. He participates in a defined contribution program in Argentina, which does not provide for any termination benefits over and above his account balance.



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Nonqualified Deferred Compensation

2007 NONQUALIFIED DEFERRED COMPENSATION PLANS



|                  |  |                                  |  |                                   |  |                              |  |                                    |  |                             
|----------------- |  | -------------------------------- |  | --------------------------------- |  | ---------------------------- |  | ---------------------------------- |  | ----------------------------
|Name              |  | ExecutiveContributions inLast FY |  | RegistrantContributions inLast FY |  | Aggregate Earningsin Last FY |  | AggregateWithdrawals/Distributions |  | Aggregate Balance atLast FYE
|Edward Lonergan   |  |                                 |  |                                  |  |                             |  |                                   |  |                            
|S. Curtis Johnson |  |                                 |  |                                  |  |                             |  |                                   |  |                            
|Joseph Smorada    |  |                                 |  |                                  |  |                             |  |                                   |  |                            
|Thomas Gartland   |  |                                 |  |                                  |  |                             |  |                                   |  |                            
|Pedro Chidichimo  |  |                                 |  |                                  |  |                             |  |                                   |  |                            

Compensation Committee Report

We have reviewed and discussed the CD&A required by Item 402(b) of Regulation S-K with management and, based on this review and discussions, we recommended to the Board of Directors that the CD&A be
included in the Companys Annual Report on Form 10-K.

Submitted by the Compensation Committee of the Board:

Neal R. Nottleson, Chair

Todd C. Brown

Irene M. Esteves

Robert M.
Howe

Reto Wittwer

Compensation Committee
Interlocks and Insider Participation

Subject to the terms of the amended and restated stockholders agreement among Unilever,
Holdco and Holdings, the Compensation Committee of our Board establishes our compensation policies and the compensation of our officers and establishes and administers our compensation programs. See Item 13. Certain Relationships and Related
Transactions and Director Independence. The members of our Compensation Committee are Neal Nottleson, chairman, Irene Esteves, Todd Brown, Robert Howe and Reto Wittwer. None of these directors is, or has been, an officer or employee of the
Company, Holdings or Holdco.

Director Compensation

The table below provides a summary of the Outside Director compensation arrangements for 2007. All Directors receive an annual cash retainer for their services and no meeting fees ($125,000 for 2007 with the exception
of the Vice Chairmans annual retainer which will continue at $200,000).

2007 DIRECTOR COMPENSATION



|                         |  |                            |         |               |   |                |   |                                       |   |                                                                      |   |                       |   |       |   |        
|------------------------ |  | -------------------------- | ------- | ------------- | - | -------------- | - | ------------------------------------- | - | -------------------------------------------------------------------- | - | --------------------- | - | ----- | - | -------
|Name                     |  | Fees Earned orPaid in Cash |         | Stock Awards1 |   | Option Awards2 |   | Non-Equity IncentivePlan Compensation |   | Change in Pension Valueand NonqualifiedDeferred CompensationEarnings |   | All OtherCompensation |   | Total
|Todd C. Brown            |  | $                          | 125,000 |               |  |                |  |                                       |  |                                                                      |  |                       |  |       | $ | 125,000
|Irene M. Esteves3        |  |                            | 135,000 |               |  |                |  |                                       |  |                                                                      |  |                       |  |       |   | 135,000
|Robert M. Howe4          |  |                            | 135,000 |               |  |                |  |                                       |  |                                                                      |  |                       |  |       |   | 135,000
|Neal R. Nottleson5       |  |                            | 200,000 |               |  |                |  |                                       |  |                                                                      |  |                       |  |       |   | 200,000
|Clifton D. Louis         |  |                            | 125,000 |               |  |                |  |                                       |  |                                                                      |  |                       |  |       |   | 125,000
|Helen P. Johnson-Leipold |  |                            | 125,000 |               |  |                |  |                                       |  |                                                                      |  |                       |  |       |   | 125,000
|Reto Wittwer             |  |                            | 125,000 |               |  |                |  |                                       |  |                                                                      |  |                       |  |       |   | 125,000



|1. | As of December 28, 2007, none of our Directors had any outstanding stock awards.
|-- | --------------------------------------------------------------------------------



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|2. | As of December 28, 2007, Directors had the following aggregate number of stock options outstanding: Mr. Brown: 0, Ms. Esteves: 0, Mr. Howe: 2,385,
Ms. Johnson-Leipold: 810, Mr. Louis: 810, Mr. Nottleson: 0, Mr. Wittwer: 560.
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|3. | Chair of Audit Committee (includes $10,000 Chair retainer).
|-- | -----------------------------------------------------------

|4. | Chair of Planning Committee (includes $10,000 Chair retainer).
|-- | --------------------------------------------------------------

|5. | Vice Chairman, Lead Director and Chair of Compensation Committee.
|-- | -----------------------------------------------------------------



|ITEM 12. | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
|-------- | ----------------------------------------------------------------------------------------------

Equity Compensation Plan Information

The following table provides information as of
December 28, 2007, with respect to compensation plans under which shares of class C common stock of Holdco are authorized for issuance under compensation plans previously approved and not previously approved by our stockholders.



|                                                           |  |                                                                                          |  |                                                                           |        |                                                                                                                                       |         |    
|---------------------------------------------------------- |  | ---------------------------------------------------------------------------------------- |  | ------------------------------------------------------------------------- | ------ | ------------------------------------------------------------------------------------------------------------------------------------- | ------- | ---
|                                                           |  | (a)                                                                                      |  | (b)                                                                       |        | (c)                                                                                                                                   |        
|Plan Category                                              |  | Number of securities to beissued upon exercise ofoutstanding options,warrants and
rights |  | Weighted-average exerciseprice of outstanding options,warrants and rights |        | Number of securitiesremaining available forfuture issuance underequity compensationplans
(excludingsecurities reflected incolumn (a)) |        
|Equity compensation plans approved by security holders     |  | 123,251                                                                                  |  | $                                                                         | 116.07 |                                                                                                                                       | 863,056 | (1)
|Equity compensation plans not approved by security holders |  |                                                                                         |  |                                                                           | N/A    |                                                                                                                                       |        |    
|Total                                                      |  | 123,251                                                                                  |  | $                                                                         | 116.07 |                                                                                                                                       | 863,056 |    



|(1) | Excludes 4,895 shares of unvested restricted stock awards; any of such awards that do not vest will increase the number of shares available for issuance pursuant to future long-term
equity incentive plan awards.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Except for one share owned by SCJ, Holdings owns all of our outstanding shares of common
stock. Holdco owns two-thirds of the equity interests of Holdings and Marga B.V., which is 100% owned by Unilever, owns one-third of the equity interests of Holdings. The stockholders agreement among Unilever, Holdings and Holdco and the
certificate of incorporation of Holdings generally require, with specified exceptions, the approval of stockholders holding more than 90% of the outstanding shares of Holdings to effect various transactions and actions by Holdings and its
subsidiaries, including the sale or other disposition of shares of our common stock. See Item 13, Certain Relationships and Related Transactions and Director Independence  Relationships with Unilever  Stockholders
Agreement. In addition, two of the eleven members of the board of directors of Holdings are officers and/or directors of Unilever. Accordingly, Unilever and Holdco would be deemed to have shared investment power over all of the shares of our
common stock owned by Holdings.

None of our directors or officers owns shares of our common stock. However, several of our directors and
officers own shares of the common stock of Holdco.

The following table sets forth information regarding beneficial ownership of the common
and preferred stock of Holdco as of February 29, 2008, held by;



| |  |  | Imogene P. Johnson, surviving spouse of Samuel C. Johnson;
| | - |  | ----------------------------------------------------------



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| |  |  | our directors;
| | - |  | --------------



| |  |  | our Chairman, our Chief Executive Officer and our three other most highly compensated executive officers; and
| | - |  | -------------------------------------------------------------------------------------------------------------



| |  |  | all directors and executive officers as a group.
| | - |  | ------------------------------------------------

S. Curtis Johnson III has voting and investment power with respect to 252,467 shares of class A common stock of Holdco, or 56.8% of the voting power of Holdco. Because Holdco has a controlling interest in our direct
parent, Holdings, and has shared investment power over all of the shares of our common stock owned by Holdings, S. Curtis Johnson III may be deemed to share voting and investment power with respect to all shares of our common stock owned by
Holdings.

Beneficial ownership is calculated in accordance with Rule 13d-3 under the Securities Exchange Act of 1934. Except as otherwise
noted, we believe that each of the holders listed below has sole voting and investment power over the shares beneficially owned by the holder.



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|                                                             |  |                    |  |                                            |      |  |                            |  
|------------------------------------------------------------ |  | ------------------ |  | ------------------------------------------ | ---- |  | -------------------------- | -
|Name and Address of Beneficial Owner (1)                     |  | Title of Class (2) |  | Amount andNature ofBeneficialOwnership (3) |      |  | Percent ofClassOutstanding |  
|Five Percent Owners:                                         |  |                    |  |                                            |      |  |                            |  
|Imogene P. Johnson                                           |  | Class B Common     |  | 800,000                                    | (4)  |  | 28.9                       | %
|555 North Main Street                                        |  | Series A Preferred |  | 67,766                                     | (5)  |  | 28.8                       | %
|Racine, Wisconsin 53402                                      |  |                    |  |                                            |      |  |                            |  
|                                                             |  |                    | 
|Directors:                                                   |  |                    |  |                                            |      |  |                            |  
|Todd C. Brown                                                |  | Class C Common     |  |                                           |      |  | *                          |  
|Irene M. Esteves                                             |  | Class C Common     |  |                                           |      |  | *                          |  
|Robert M. Howe                                               |  | Class C Common     |  | 3,611                                      | (6)  |  | 3.7                        | %
|Helen P. Johnson-Leipold                                     |  | Class B Common     |  | 525,271                                    | (7)  |  | 18.9                       | %
|                                                             |  | Class C Common     |  | 1,715                                      | (8)  |  | 1.8                        | %
|                                                             |  | Series A Preferred |  | 28,499                                     | (9)  |  | 12.1                       | %
|Clifton D. Louis                                             |  | Class B Common     |  | 40,523                                     | (10) |  | 1.5                        | %
|                                                             |  | Class C Common     |  | 2,168                                      | (11) |  | 2.2                        | %
|Neal R. Nottleson                                            |  | Class A Common     |  |                                           |      |  | *                          |  
|                                                             |  | Class B Common     |  |                                           |      |  | *                          |  
|                                                             |  | Class C Common     |  |                                           |      |  | *                          |  
|Reto Wittwer                                                 |  | Class C Common     |  | 125                                        | (12) |  | *                          |  
|                                                             |  |                    | 
|Named Executive Officers:                                    |  |                    |  |                                            |      |  |                            |  
|S. Curtis Johnson III                                        |  | Class A Common     |  | 252,467                                    | (13) |  | 56.8                       | %
|                                                             |  | Class B Common     |  | 547,378                                    | (14) |  | 19.7                       | %
|                                                             |  | Class C Common     |  | 86,124                                     | (15) |  | 89.1                       | %
|                                                             |  | Series A Preferred |  | 68,977                                     | (16) |  | 29.4                       | %
|Edward F. Lonergan                                           |  | Class C Common     |  |                                           |      |  | *                          |  
|Joseph F. Smorada                                            |  | Class C Common     |  |                                           |      |  | *                          |  
|Thomas M. Gartland                                           |  | Class C Common     |  |                                           |      |  | *                          |  
|Pedro Chidichimo                                             |  | Class C Common     |  |                                           |      |  | *                          |  
|                                                             |  |                    |  |                                            |      |  |                            |  
|                                                             |  |                    | 
|All Directors and Executive Officers as a Group (12 persons) |  | Class A Common     |  | 252,467                                    |      |  | 56.8                       | %
|                                                             |  | Class B Common     |  | 655,754                                    |      |  | 23.7                       | %
|                                                             |  | Class C Common     |  | 96,277                                     | (17) |  | 99.6                       | %
|                                                             |  | Series A Preferred |  | 71,067                                     |      |  | 30.2                       | %



|* | Indicates that the percentage of shares beneficially owned does not exceed 1% of the class.
|- | -------------------------------------------------------------------------------------------

|(1) | Except as otherwise indicated, the mailing address of each person shown is c/o JohnsonDiversey, Inc., 8310 16th Street, P.O. Box 902, Sturtevant, Wisconsin 53177-0902.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | The equity securities of Holdco consist of class A common stock, par value $1.00 per share, class B common stock, par value $1.00 per share, class C common stock,
par value $1.00 per share and series A convertible preferred stock, par value $100.00 per share. The holders of class A common stock of Holdco are entitled to one vote on all matters submitted for a vote of the security holders of the company. The
class B common stock are non-voting securities. The holders of class C common stock
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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| | have no voting rights other than the right to elect one director who must be an officer of Holdco. The series A convertible preferred stock has no voting
rights other than the right to vote on the creation or issuance of any equity securities that would rank senior to the series A convertible preferred stock and the right to elect one director if the company fails to pay cash dividends in specified
circumstances.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) | For purposes of this table, shares are considered to be beneficially owned if the person directly or indirectly has the sole or shared power to vote or direct the voting
of the securities or the sole or shared power to dispose of or direct the disposition of the securities, and a person is considered to be the beneficial owner of shares if that person has the right to acquire the beneficial ownership of the shares
within 60 days of March 6, 2005. Unless otherwise noted, the beneficial owners have sole voting and dispositive power over their shares listed in this column.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(4) | Consists of 500,000 shares of class B common stock owned by H.F.J. Holding Co., Inc., 200,000 shares of class B common stock owned by Windpoint 1970 Holding Company and 100,000
shares owned by Nomad Investment Co. Inc. The H.F. Johnson Family Trust is the sole shareholder of each of these companies. Imogene P. Johnson is the trustee of the H.F. Johnson Family Trust.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(5) | Includes 36,254 shares of series A convertible preferred stock owned by H.F.J. Holding Co., Inc., 21,751 shares of series A convertible preferred stock owned by Windpoint 1970
Holding Company and 9,761 shares of series A convertible preferred stock owned by Samuel C. Johnson 1988 Trust No. 1. The H.F. Johnson Family Trust is the sole shareholder of H.F.J. Holding Co., Inc. and of Windpoint 1970 Holding Company.
Imogene P. Johnson is the trustee of the H.F. Johnson Family Trust and, along with Johnson Bank, is co-trustee of the Samuel C. Johnson 1988 Trust No. 1.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(6) | Includes 1,950 shares of class C common stock subject to outstanding options.
|--- | -----------------------------------------------------------------------------

|(7) | Includes 129,000 shares of class B common stock owned by Cayuga 1993 Limited Partnership, 105,830 shares of class B common stock owned by Rochester 1993 Limited Partnership, and
110,868 shares of class B common stock owned by Johnson Family Partnership L.P. The Helen Johnson-Leipold Third Party Gift and Inheritance Trust, over which Ms. Johnson-Leipold has voting and investment power, is a general partner of each of
these limited partnerships and shares voting and investment power. This number also includes 26,000 shares of class B common stock owned by S, F & H Partners, L.P., 41,775 shares of class B common stock owned by HELSA Associates II, L.P., 21,306
shares of class B common stock owned by Combined Partners L.P. and 78 shares of class B common stock owned by H.P.J.L. Corporation. Ms. Johnson-Leipold is a general partner of HELSA Associates II, L.P., which is a general partner of both
Combined Partners L.P. and S, F & H Partners, L.P. She is also an officer and director and the sole shareholder of H.P.J.L. Corporation. Finally, this number also includes 90,414 shares of class B common stock owned by C and H Investment Co.,
Inc. The Helen Johnson-Leipold Third Party Gift and Inheritance Trust is a general partner of Curelle II L.P., which is a general partner of Curelle Associates L.P. Curelle Associates, L.P. owns all of the outstanding common stock of C and H
Investment Co., Inc.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(8) | Includes 375 shares of class C common stock subject to outstanding options.
|--- | ---------------------------------------------------------------------------

|(9) | Includes 9,353 shares of series A convertible preferred stock owned by Cayuga 1993 Limited Partnership, 7,673 shares of series A convertible preferred stock owned by Rochester 1993
Limited Partnership, and 8,039 shares of series A convertible preferred stock owned by Johnson Family Partnership L.P. The Helen Johnson-Leipold Third Party Gift and Inheritance Trust is a general partner of each of these limited partnerships and
shares voting and investment power. This number also includes 1,885 shares of series A convertible preferred stock owned by S, F & H Partners, L.P., 1,544 shares of series A convertible preferred stock owned by Combined Partners L.P. and 5
shares of series A convertible preferred stock owned by H.P.J.L. Corporation. Ms. Johnson-Leipold is a general partner of HELSA Associates II, L.P., which is a general partner of both Combined Partners L.P. and S, F & H Partners L.P. She is
also an officer and director and the sole shareholder of H.P.J.L. Corporation.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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|(10) | Includes 40,253 shares of class B common stock owned by All Blue But One, L.P.
|---- | ------------------------------------------------------------------------------

|(11) | Includes 375 shares of class C common stock subject to outstanding options.
|---- | ---------------------------------------------------------------------------

|(12) | Represents 125 shares of class C common stock subject to outstanding options.
|---- | -----------------------------------------------------------------------------

|(13) | Consists of 242,136 shares of class A common stock owned by the Appointive Distributing Trust B, u/a Samuel C. Johnson 1988 Trust Number One, 10,254 shares of class A common stock
owned by the Herbert F. Johnson Foundation Trust #1 and 77 shares of class A common stock owned by the S. Curtis Johnson Third Party Gift and Inheritance Trust. S. Curtis Johnson III is the trustee of the H.F. Johnson Distributing Trust B and the
Herbert F. Johnson Foundation Trust #1, and the grantor of the S. Curtis Johnson Third Party Gift and Inheritance Trust. S. Curtis Johnson III has voting and investment power with respect to these shares.
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(14) | Includes 129,000 shares of class B common stock owned by Cayuga 1993 Limited Partnership, 105,830 shares of class B common stock owned by Rochester 1993 Limited Partnership, 21,306
shares of class B common stock owned by Combined Partners L.P. and 110,868 shares of class B common stock owned by Johnson Family Partnership L.P. The S. Curtis Johnson Third Party Gift and Inheritance Trust is a general partner of each of these
limited partnerships and shares voting and investment power. This number also includes 90,414 shares of class B common stock owned by C and H Investment Co., Inc. and includes 47,651 shares of class B common stock owned by C&S Partners II L.P.,
of which S. Curtis Johnson III is a general partner and shares voting and investment power. S. Curtis Johnson III is a general partner of Curelle SCJ III, L.P., which is a general partner of Curelle Associate, L.P. Curelle Associate, L.P., owns all
of the outstanding common stock of C and H Investment Co., Inc. Finally, this number also includes 30,000 shares of class B common stock owned by the Herbert F. Johnson Foundation Trust #1, 2,014 shares of class B common stock owned by the S. Curtis
Johnson Third Party Gift and Inheritance Trust and 10,295 shares of class B common stock owned by the S. Curtis Johnson III Family Trust. S. Curtis Johnson III is the trustee of the S. Curtis Johnson III Family Trust.
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(15) | These shares are owned by the S. Curtis Johnson Third Party Gift and Inheritance Trust. Includes 84,716 shares of class C common stock subject to outstanding options. Includes 1,408
shares of class C common stock in the name of S. Curtis Johnson.
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(16) | Includes 17,557 shares of series A convertible preferred stock owned by Appointive Distributing Trust B. S. Curtis Johnson III is the trustee of the Appointive Distributing Trust B,
u/a Samuel C. Johnson 1988 Trust Number One. Also includes 9,353 shares of series A convertible preferred stock owned by Cayuga 1993 Limited Partnership, 7,673 shares of series A convertible preferred stock owned by Rochester 1993 Limited
Partnership, 1,544 shares of series A convertible preferred stock owned by Combined Partners L.P. and 8,039 shares of series A convertible preferred stock owned by Johnson Family Partnership L.P. The S. Curtis Johnson Third Party Gift and
Inheritance Trust is a general partner of each of these limited partnerships and shares voting and investment power. This number also includes 7,250 shares of series A convertible preferred stock owned by Herbert F. Johnson Foundation Trust #1, 746
shares of series A convertible preferred stock owned by S. Curtis Johnson III Family Trust, 363 shares of series A convertible preferred stock owned by SCJ III Family Line Investments, Inc., 8,334 shares of series A convertible preferred stock owned
by S. Curtis Johnson Third Party Gift and Inheritance Trust and 8,118 shares of series A convertible preferred stock owned by Helen J. Leipold Third Party Gift and Inheritance Trust. S. Curtis Johnson III is the trustee of each of S. Curtis Johnson
III Family Trust and SCJ III Family Line Investments, Inc. The trustee of the S, Curtis Johnson Third Party Gift and Inheritance Trust is the Johnson Trust Company, over which S. Curtis Johnson III has voting and investment power.
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(17) | Includes 87,541 shares of class C common stock subject to outstanding options.
|---- | ------------------------------------------------------------------------------



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|ITEM 13. | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE
|-------- | ------------------------------------------------------------------------

The following summarizes the material terms of various agreements and arrangements that we have entered into with our directors, executive officers, affiliates, including SCJ and Unilever, and other beneficial owners
of our company.

Relationships with S.C. Johnson & Son

Until 1999, we were a wholly owned subsidiary of SCJ, a leading manufacturer and marketer of branded consumer products for air care, home cleaning, insect control, home food management and personal care that Samuel
Curtis Johnson founded in 1886. In November 1999, we were separated from SCJ in a tax-free spin-off to descendants of Samuel Curtis Johnson and the other stockholders of SCJ. In connection with the 1999 spin-off, we entered into a number of
agreements relating to the separation from SCJ and the ongoing relationship of the two companies after the spin-off. A number of these agreements relate to our ordinary course of business, while others pertain to our historical relationship with SCJ
and our former status as a wholly owned subsidiary of SCJ. The material terms of these agreements, amendments to these agreements and other agreements and arrangements entered into since the 1999 spin-off are summarized below.

Leases. Prior to June 2006, we had four operating leases with SCJ for space in SCJs Waxdale manufacturing facility; a short-term lease used
in connection with our North American operating segment (Short- Term North American Lease), a short-term lease used in connection with the former polymer operation (Short- Term Polymer Lease), a long-term lease used in
connection with our North American operating segment (Long- Term North American Lease) and, a long-term lease used in connection with the former polymer operation (Long- Term Polymer Lease). Under the two short-term leases,
we leased about 45,600 square feet of manufacturing space for our North American operating segment and about 17,000 square feet of manufacturing space for our former polymer operation. Under the two long-term leases, we leased about 180,000 square
feet of manufacturing space for our North American operating segment and about 144,000 square feet of manufacturing space for our former polymer operating segment. In connection with the sale of the Polymer Business and the reorganization of certain
production functions at Waxdale, (i) the Short-Term Polymer Lease was terminated, (ii) the amount of space under the Short-Term North American Lease was reduced to 4,822 square feet; and (iii) the Long-Term Polymer Lease was assigned
to JDI. The term of the Long-Term Polymer Lease was fixed to expire on July 2, 2009 with an option to extend the term for an additional six months and we accelerated the payment date for the then-current net book value of the rented space with
a corresponding reduction in the monthly lease payments. The Long-Term Polymer lease term now coincides with the term of the toll manufacturing agreement we have with BASF as a result of the sale of the Polymer Business. At the time of the closing
of the sale of the Polymer Business we paid a net book value fee, a lease extension fee, and a toll manufacturing consideration, resulting in an aggregate payment to SCJ of $9.2 million. In addition, a $2.2 million repair and maintenance payment was
made to SCJ. The Short-Term North American Lease had an expiration date of July 2, 2006, with provisions for automatic renewal in additional one-year terms, unless terminated earlier. This lease has been automatically renewed for additional
one-year terms through July 2, 2008. The Long-Term North American Lease expires on July 2, 2009, and automatically renew for additional five-year terms, unless terminated under certain circumstances. Each lease may be terminated by SCJ as
a result of an event of default under the lease, if the license agreements or technology disclosure and license agreement referred to below terminates, or upon prior notice by SCJ of 18 months in the case of the Long -Term North American Lease, 30
months in the case of the Long-Term Polymer Lease and six months in the case of the Short-Term North American Lease. For the fiscal years ended December 28, 2007, December 29, 2006 and December 30, 2005, we paid SCJ an aggregate
of $2.2 million (of which $1.0 million was related to the tolling agreement), $2.5 million (of which $1.4 million was related to the former polymer operation and the tolling agreement) and $3.1 million (of which $1.8 million was related to the
former polymer operation), respectively, under the Waxdale leases. In addition to the Waxdale leases, we lease facilities in Japan from SCJ under a local sublease agreement.

License Agreements. Under a license agreement, SCJ has granted us an exclusive license to sell certain SCJ products and to use specified trade
names, housemarks and brand names incorporating Johnson (including Johnson Wax Professional) , including the right to use Johnson in combination with our owned trade name Diversey, in the institutional
and industrial channels of trade and



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in specified channels of trade approved by SCJ in which both our business and SCJs consumer business operate, which we refer to as
cross-over channels of trade. SCJ has the unilateral right to eliminate any existing, or to withhold approval of any proposed future, cross-over channels of trade (including cross-over channels of trade in which DiverseyLever products
are sold by us). SCJ has also granted us a license to use specified SCJ brand names in connection with various products sold in institutional and industrial channels of trade and the cross-over channels of trade. We have the right to grant
sublicenses under the license agreement to our subsidiaries.

Under this license agreement, we are required to pay SCJ a royalty fee equal
to 4% of our and our sub licensees net sales of most of the products bearing the SCJ brand names and 6% on other products bearing the SCJ brand names. Pursuant to an adjustment clause in the license agreement, as of May 1, 2007, the
royalty rate on products at the 4% rate increased to 6%. For the fiscal years ended December 28, 2007, December 29, 2006, and December 30, 2005, we paid SCJ total royalty fees of $6.1 million, $4.7 million and $4.5 million,
respectively.

The license agreement terminates on May 2, 2012. Thereafter, the license agreement can be renewed, with SCJs
consent, for successive two-year terms. The license agreement automatically terminates if:



| |  |  | we, Holdings or Holdco undergo a change of control;
| | - |  | ---------------------------------------------------



| |  |  | prior to the spin-off of any subsidiary, we fail to change the name of that subsidiary to a name that does not include Johnson;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------



| |  |  | we make any assignment for the benefit of creditors, a trustee or receiver is appointed to administer our business or we are in voluntary or involuntary bankruptcy;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | a country or governmental entity nationalizes or acquires any interest in us; or
| | - |  | --------------------------------------------------------------------------------



| |  |  | if we, Holdings, Holdco or any of the sub licensees enters into a joint venture, co-marketing arrangement, or other strategic alliance with a competitor of SCJ, or
10% or more of the voting shares or other issued and outstanding equity interests of us, Holdings, Holdco or any of the sub licensees is acquired by a competitor of SCJ or if the license agreement is directly or indirectly assigned, assumed or in
any way transferred to a competitor of SCJ.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

SCJ may terminate the license agreement in whole or in part:



| |  |  | if we or any of our sub licensees are in material breach of the license agreement;
| | - |  | ----------------------------------------------------------------------------------



| |  |  | for any actions by us or our sub licensees that are detrimental to the best interests of SCJ or the goodwill of any trade name, housemark or trademark, as
determined by the board of directors of SCJ;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | if Unilever transfers any of its ownership interest in us or Holdings to a third party;
| | - |  | ---------------------------------------------------------------------------------------



| |  |  | if any rights under the license agreement are assigned or transferred;
| | - |  | ----------------------------------------------------------------------



| |  |  | if any of the following has occurred or is continuing with respect to indebtedness under any agreement or arrangement under which indebtedness of at least $25
million is outstanding: (1) we, Holdings or any subsidiary fail to make any payment in respect of indebtedness when due, (2) any event occurs that results in acceleration of indebtedness, or (3) any event or condition occurs that
permits the lenders under the senior secured credit agreement for our senior secured credit facilities or that permits a holder of the senior subordinated notes or of the senior discount notes of Holdings to accelerate the indebtedness thereunder;
or
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | if we or any of our affiliates promote, market, sell or distribute, directly or indirectly, including through a joint venture, co-marketing arrangement or other
strategic alliance, outside of the industrial channels of trade and the cross-over channels of trade, any product that competes with SCJs consumer branded products (unless permitted by SCJ).
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

In some circumstances, however, instead of terminating, the license agreement will convert into a license to use only the trade names and housemarks
involving combinations of Johnson and Diversey until May 2, 2012.



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In the event any dispute arising under the license agreement cannot be resolved through negotiation, the
dispute will either be referred to the board of directors or chairman of the board of SCJ, depending on the nature of the dispute. In either case, the chairman of the board has ultimate authority to resolve the dispute, and we cannot challenge that
decision.

Under a technology disclosure and license agreement with SCJ, each party has granted to the other party a license, with the
right to grant sublicenses to their subsidiaries, to use the technology being used by that party in connection with products sold by that party under its own brand names and in its own channels of trade. The technology disclosure and license
agreement also provides guidelines pursuant to which the parties may voluntarily disclose and sublicense to each other new technologies that they develop internally, acquire or license from third parties. The technology disclosure and license
agreement terminates on May 2, 2012. Thereafter, the license agreement can be renewed, with SCJs consent, for successive two-year terms. The licenses granted to us terminate upon the occurrence of specified bankruptcy or
insolvency-related events involving us or upon thirty days notice of an uncured material breach by us. No fees are paid under the technology disclosure and license agreement.

After our 1999 separation from SCJ, SCJ continued to operate institutional and industrial businesses in various countries in which we did not have
operations. Under a territorial license agreement, we license the intellectual property rights to SCJ to allow it to manufacture and sell our products in those countries. Under this agreement, SCJ pays a royalty fee based on its and its sub
licensees net sales of products bearing our brand names. This agreement expires on July 2, 2008, but will automatically renew for additional two-year terms. Since the separation, we have established operations in several countries and
have purchased the inventory and other assets relating to the institutional and industrial businesses in those countries from SCJ. Amounts paid by SCJ to us under the territorial license agreement during the fiscal years ended December 28,
2007, December 29, 2006 and December 30, 2005 were not material.

Administrative Services and Shared Services
Agreements. We have entered into several administrative services agreements with SCJ. Under these agreements, SCJ provides us with a range of central support services. These services include various property administration, medical center
nursing, facilities maintenance and other services. In addition, the agreements provide for the use by us of several administrative and other properties owned by SCJ. Generally, these agreements are for a one-year term but automatically renew for
additional one-year terms, unless terminated earlier. SCJ may terminate each agreement under specified circumstances or for any reason by providing prior written notice to us. In addition, SCJ provides us with various business support services
pursuant to shared services agreements. For the fiscal years ended December 28, 2007, December 29, 2006, and December 30, 2005, we paid to SCJ an aggregate of $12.1 million, $10.3 million and $7.4 million, respectively, under all
of the administrative services and shared services agreements.

Joint Operating Agreement. Holdco, our indirect parent, was party to
a joint operating agreement with SCJ, dated June 17, 1999, governing the use of several airplanes. This agreement terminated as of December 28, 2007 and Holdco sold its 15.3% ownership interest in those airplanes to SCJ for $4.9 million.
For the fiscal years ended December 28, 2007, December 29, 2006, and December 30, 2005, we paid an aggregate of $1.1 million, $1.3 million and $1.4 million, respectively, for operating costs and $0.1 million, $0.8 million and
$0.2 million, respectively, for capital charges, in connection with the joint operating agreement.

Environmental Agreement. Under
an environmental agreement with SCJ, SCJ has agreed to bear financial responsibility for, and indemnify us against, specified environmental liabilities existing on June 28, 1997, for sites used in our institutional and industrial businesses and
for which liability may have been incurred prior to our separation from SCJ. Under the agreement, we are financially responsible for all other environmental liabilities that arise from or are related to the historic, current and future operation of
our business and must indemnify SCJ for any losses associated with these liabilities. In connection with the sale of the Polymer Business, we assumed all environmental liabilities of Johnson Polymer, LLC under this agreement. Under the agreement,
SCJ has the authority to manage any environmental projects as to which circumstances make it appropriate for SCJ to manage the project. Amounts paid by us to SCJ under the environmental agreement during the fiscal years ended December 28,
2007, December 29, 2006 and December 30, 2005 were not material.



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Tax Sharing Agreement. The 1999 separation from SCJ caused us, our subsidiaries and Holdco to
cease to be members of the SCJ affiliated tax group and to become a new affiliated tax group headed by Holdco. To allocate responsibility for taxes following the separation, we, Holdco and SCJ entered into a tax sharing agreement. The tax sharing
agreement provides generally that the SCJ group is liable for, and will indemnify the Holdco group against, all U.S. federal, state, and non-U.S. taxes for all periods before the separation; however, we are responsible for the payment to the SCJ
group of our own share of taxes before the separation. For periods after the separation, the SCJ group is responsible for its own taxes, but not the taxes of the Holdco group. The tax sharing agreement also requires the parties to make adjustments
for differences between the SCJ groups tax liability under the consolidated tax returns filed for periods before the separation and what the parties respective liabilities would have been for the same periods had they filed separate
returns. In 2005, the Company received $3.8 million from SCJ representing adjustments resulting from the closure of the U.S. income tax audit for the fiscal years ended June 30, 2000 and June 29, 2001. The $3.8 million, however, is subject
to further adjustment as a result of current and potential future tax audits as well as tax carry forward and carryback provisions. Under the tax sharing agreement, SCJ is responsible for any taxes imposed as a result of the separation itself.
However, if we or Holdco take any action that is inconsistent with, or fail to take any action required by, the agreement pursuant to which the separation was effected, the parties application to the Internal Revenue Service for a
determination that the separation would qualify for favorable U.S. federal income tax treatment, or the Internal Revenue Services determination, we and Holdco would be responsible for any taxes that result from our action or failure to act.
The tax sharing agreement also provides for the conduct of tax audits and contests, and for the retention of records.

Supply
Agreements. We have entered into numerous supply and manufacturing agreements with SCJ. Under some of these agreements, we manufacture and supply raw materials and products to SCJ in several countries, including Japan, the Netherlands and the
United States. Under other supply and manufacturing agreements, SCJ manufactures and supplies raw materials and products to us in several countries, including Argentina, Australia, Brazil, Chile, Columbia, Costa Rica, Germany, Greece, Italy, Mexico,
Morocco, the Netherlands, New Zealand, Philippines, South Africa, Spain, U.K. and the United States. The terms of the agreements ranged between two to five years, with rights to renew the agreements for additional one-year terms. Each of the
agreements is currently subject to a one-year term. In general, the agreements terminate for breach or default under the agreements, if a specified insolvency-related event involving either party is commenced or occurs or by mutual agreement. For
the fiscal years ended December 28, 2007, December 29, 2006, and December 30, 2005, we paid to SCJ an aggregate of $25.3 million, $29.0 million and $31.0 million, respectively, under these supply and manufacturing agreements for
inventory purchases, and SCJ paid us an aggregate of $2.2 million, $14.8 million and $21.6 million, respectively, under the agreements for inventory purchases.

In June 2006, in connection with the divestiture of the Polymer Business, we entered a new toll manufacturing agreement with SCJ, which will expire on July 1, 2009, which we can extend at our option for an
additional six months. In addition, we entered a toll manufacturing agreement with SCJ covering our business, which will expire on June 30, 2011. Under both agreements, SCJ will support and perform certain manufacturing functions at its Waxdale
operation in the United States. For the fiscal years ended December 28, 2007 and December 29, 2006, we paid SCJ $5.9 million and $2.4 million, respectively, in association with these tolling agreements.

Relationships with Other Johnson Family Businesses

We lease office space in Mt. Pleasant, Wisconsin from Willow Holdings, Inc., which is controlled by the descendants of Samuel Curtis Johnson. We entered into this lease on July 1, 2002, with the original term expiring on June 30,
2007, and continuing thereafter on a month to month basis. For the fiscal years ended December 28, 2007, December 29, 2006, and December 30, 2005, we paid $0.7 million, $0.8 million, and $0.8 million, respectively, under this
lease. In addition, the lease provides for a line of credit not exceeding $1.2 million at an interest rate of 8% per annum from Willow Holdings, LLC to us for the purpose of certain leasehold improvements. At December 28, 2007 there were
no amounts outstanding and at December 29, 2006, the amount outstanding under this line of credit was $0.1 million.



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On December 20, 2007, we purchased the land and building from Willow Holdings, LLC for a purchase
price of $5.8 million. As part of the purchase, the parties terminated the lease arrangements. JDI and Willow Holdings, LLC also entered into a Right of First Offer Purchase Agreement which provides Willow Holdings, LLC the opportunity to purchase
the property in the event JDI desires to sell the property.

We have a banking relationship with the Johnson Financial Group, which is
majority-owned by the descendants of Samuel Curtis Johnson. We paid service fees to the Johnson Financial Group totaling $0.1 million in each of the fiscal years ended December 28, 2007, December 29, 2006 and December 30, 2005.
We had no loans outstanding with Johnson Financial Group for the fiscal years ended December 28, 2007 or December 29, 2006.

Relationships
with Unilever

Prior to our acquisition of the DiverseyLever business in May 2002, DiverseyLever was a division of Unilever and
consequently relied on Unilever for various services, including administration, research and development, treasury, legal, tax planning and compliance, and other support services. In addition, DiverseyLever was party to a number of transactions with
Unilever, including the sale of products to and the purchase of products from Unilever.

Simultaneously with the closing of the
acquisition, we, Holdings, Unilever and some of our affiliates entered into agreements which replaced a number of these prior agreements with Unilever, as well as agreements relating to our governance and the governance of Holdings, commercial
relationships and matters arising out of the acquisition. These agreements include a sales agency agreement, various intellectual property agreements, a transitional services agreement, two supply agreements, a Stockholders Agreement, a
non-competition agreement and a registration rights agreement relating to the senior discount notes of Holdings. All of the agreements with Unilever were negotiated before Unilever acquired its equity interest in Holdings and its senior discount
notes of Holdings and, therefore, are on arms-length terms. We, Holdings and Unilever are also parties to an acquisition agreement that imposes certain on going obligations on the parties, including indemnity obligations.

Acquisition Agreement.

Initial Acquisition
Agreement. At the closing of the acquisition, Unilever transferred the DiverseyLever business to us, Holdings and several of our subsidiaries. All of the assets and operations of the DiverseyLever business acquired by Holdings in the acquisition
were subsequently contributed by Holdings to us. In consideration for the DiverseyLever business, Unilever received:



| |  |  | a net cash payment in various currencies equivalent to about $1 billion;
| | - |  | ------------------------------------------------------------------------



| |  |  | a one-third equity interest in Holdings; and
| | - |  | --------------------------------------------



| |  |  | the senior discount notes of Holdings, which had a principal amount at issuance of about $241 million and are recorded on Holdings financial statements.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------

Post-Closing Adjustments to Consideration. The acquisition agreement provides for various adjustments to the
consideration for the DiverseyLever business paid by us and Holdings to Unilever if, at closing, (1) the net debt of the DiverseyLever business or (2) the working capital of the DiverseyLever business, was less or more than the amounts
estimated by the parties. In addition, the amount paid by Unilever as its subscription price for its equity interest in Holdings is subject to adjustment if, at closing, (1) our net debt or (2) our working capital was less or more than the
amounts estimated by the parties. The acquisition agreement provides that any adjustments to the consideration or subscription price resulting from differences in net debt or working capital of us or the DiverseyLever business at the closing of the
acquisition from the estimated amounts will be paid:



| |  |  | in the case of an excess or shortfall of the net debt or working capital of the DiverseyLever business, subject to a $1 million deductible in the case of any
working capital adjustment, 100% in cash to us if net debt was more or working capital was less at closing than the estimated amounts and 100% in cash to Unilever if net debt was less or working capital was greater at closing than the estimated
amounts, each payable together with interest from and including the closing date at an agreed rate within five business days following final determination of the adjustment amount; and
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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| |  |  | in the case of an excess or shortfall of the net debt or working capital of us, in an amount equal to (1) the product of the amount of that excess or shortfall
(subject to a $1 million deductible in the case of any working capital adjustment), together with interest from and including the closing date at an agreed rate, and, (2) multiplied by 1.5, that amount payable on the date on which Unilever
ceases to hold its equity interest in Holdings. Any amount paid by us to Unilever is intended to make Unilever whole with respect to its portion of any excess in net debt or deficit in our working capital, recognizing Unilevers one-third
equity interest in Holdings; similarly, any amount paid by Unilever to us is intended to make us whole with respect to its portion of any deficit in net debt or excess in our working capital, recognizing Holdcos two-thirds equity interest in
Holdings.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

In July 2002, we and Unilever determined the net debt adjustments to (1) the purchase price for the
DiverseyLever business and (2) the subscription price Unilever paid for its one-third equity interest in Holdings. We and Unilever agreed that DiverseyLevers net debt at closing was less than estimated amounts, resulting in an adjustment
to the purchase price for the DiverseyLever business equal to 100% of such amount, plus interest, in cash to Unilever. The adjustment was determined to be about $15.3 million, of which about $5.6 million was paid by us to Unilever in July 2002 and
the balance was paid in February 2003. In addition, we and Unilever agreed that our net debt at closing exceeded estimated amounts by about $23.5 million. This will result in a reduction to Unilevers subscription price for its equity interest
in Holdings of about $11.8 million according to the formula described above. Under the acquisition agreement, we will pay this amount on behalf of Holdings, together with interest from and including the closing date (in accordance with the formula
described above), to Unilever on the date on which Unilever ceases to hold its equity interest in Holdings. See Stockholders AgreementPut and Call Options.

In November 2002, we agreed with Unilever that we would pay to Unilever about $33.6 million, representing the working capital adjustment to the purchase
price for the DiverseyLever business. We paid this amount to Unilever during the fourth quarter of 2002. Also, based on our final pre-closing balance sheet, a comparison was made of the final working capital amount to a predetermined working capital
amount set forth in the acquisition agreement. Because our final working capital amount exceeded the predetermined amount, we anticipate that Unilever will be required to pay to us about $30.9 million, representing an adjustment to the subscription
price for Unilevers equity interest in Holdings. However, Unilever would not be required to pay us the final agreed amount, together with interest from and including the closing date (in accordance with the formula described above), until the
date on which Unilever ceases to hold its equity interest in Holdings.

At the closing of the acquisition, post-employment benefit
liabilities for pre-closing service of DiverseyLever business employees and, in some cases, former employees, under most employee benefit plans maintained by Unilever were transferred to us or our employee benefit plans. To the extent that the value
of any employee benefit plan assets transferred differed from the value of the transferred liabilities, in each case calculated as provided in the acquisition agreement and using actuarial methods and assumptions specified therein, the excess or
shortfall, as the case may be, adjusted in some cases by a tax adjustment factor, is to be paid as an adjustment to purchase price for the DiverseyLever business (1) by us to Unilever in the case of any excess or (2) to us by Unilever in
the case of any shortfall. Unilever may defer and pay to us with interest up to the time Unilever ceases to own any equity interest in Holdings, up to 75% of any shortfall attributable to transferred liabilities under unfunded post-employment
benefit plans.

Based on a determination of the transferred pension assets and liabilities relating to specified plans we assumed in the
acquisition, Unilever agreed to pay to us an aggregate of about $115 million, representing an adjustment to the purchase price for the DiverseyLever business. The majority of this adjustment is to be paid by Unilever once the amounts are agreed in
respect of a plan, with the remainder to be paid, together with interest from and including the closing date, on the date on which Unilever ceases to hold its equity interest in Holdings. As of December 29, 2006, we had received about $88.7
million, representing a portion of Unilevers payment of the transferred pension adjustment. The transferred pension adjustment represents the shortfall of transferred pension assets relative to liabilities, adjusted for tax, if applicable.
Under the acquisition agreement, if the transferred assets are less than 90% of the value of the transferred liabilities of specified DiverseyLever pension plans, we are required to use the amounts received from



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Unilever in connection with the transferred pension adjustment to fund those plans up to 90% of the value of the transferred liabilities. Any amount received
from Unilever over the required funding level may be used by us for other purposes. As of December 29, 2006, we had contributed an aggregate of about $43.5 million, including interest to the pension plans, fulfilling the funding obligations
under the acquisition agreement.

The purchase price of the DiverseyLever business is also subject to adjustment relating to pension
expenses of DiverseyLevers employee benefit plans for the twelve months ended June 29, 2001. We have received $9.9 million in cash from Unilever relating to the finalization of this adjustment during the fiscal year ended
December 30, 2005.

We recognized interest income of $2.6 million, $2.5 million and $3.3 million for the fiscal years ended
December 28, 2007, December 29, 2006, and December 30, 2005, respectively, related to certain long-term acquisition related receivables from Unilever. We received $4.8 million during the fiscal year ended December 30, 2005
in partial settlement of the interest due.

Warranty Indemnity. In connection with the acquisition, Unilever made representations
and warranties to us in respect of the DiverseyLever business. In addition, in connection with the issuance to Unilever of the one-third equity interest in Holdings and the senior discount notes of Holdings, we made representations and warranties to
Unilever, which are customary in this kind of transaction.

Subject to the limitations on indemnity described below, the parties will
generally be liable for damages in the event of a breach of any warranty, other than damages less than $250,000 per occurrence, as well as for some specific losses and claims. Most claims for breaches of warranty must have been brought on or prior
to May 2, 2004, while claims under some warranties are subject to longer time limits.

Unilever generally will not be liable for any
damages in respect of breaches of its warranties, excluding environmental warranties, unless (1) the amount of damages in respect of any individual breach of its warranties exceeds $250,000 per occurrence and (2) the aggregate amount of
damages in respect of breaches of its warranties, excluding environmental warranties, exceeds $30 million. Once the $30 million threshold is reached, Unilever will not be liable for any occurrence where the damages are less than $250,000 or for the
first $15 million of damages that exceed the $250,000 per occurrence threshold. In any event, Unilever will not be liable for any damages, excluding environmental claims, which exceed $500 million in the aggregate.

We generally will not be liable for any damages in respect of our breaches of warranty, excluding environmental warranties, unless (1) the amount of
damages in respect of any individual breach of our warranties exceeds $250,000 per occurrence and (2) the aggregate amount of damages in respect of breaches of our warranties exceeds $7 million. Once the $7 million threshold is reached, we will
not be liable for any occurrence where the damages are less than $250,000 or for the first $3.5 million of damages that exceed the $250,000 per occurrence threshold. In any event, we will not be liable for any damages, excluding environmental
claims, which exceed $120 million in the aggregate.

Other Indemnities. Unilever will also indemnify us for, among other things,
damages arising out of or resulting from:



| |  |  | liabilities expressly retained by Unilever and its affiliates, including some of their discontinued businesses and some ongoing litigation of the DiverseyLever
business;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | specified liabilities with respect to the operation of the DiverseyLever business prior to closing relating to Unilevers failure to comply with environmental
laws and pre-closing discharges or contaminations at, of or relating to DiverseyLever facilities or waste disposal sites;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | specified liabilities relating to pre-closing taxes; and
| | - |  | --------------------------------------------------------



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| |  |  | specified liabilities relating to employee benefits, including Unilevers failure to comply with certain legal and regulatory requirements with respect to
those employee benefits.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

With respect to environmental matters, including environmental warranties, Unilever will not be
liable for any damages (1) in the case of known environmental matters or breaches, that are less than $250,000 in the aggregate, and (2) in the case of unknown environmental matters or breaches, that are less than $50,000 individually and
$2 million in the aggregate. In the case of clause (1) above, we will bear the first $250,000 in damages. In the case of clause (2) above, once the $2 million threshold is reached, Unilever will not be liable for any occurrence where the
damages are less than $50,000 or for the first $1 million of damages that exceed the $50,000 per occurrence threshold. In no event will Unilever be liable for any damages arising out of or resulting from environmental claims that exceed $250 million
in the aggregate. We have submitted indemnification notices to Unilever regarding a number of DiverseyLever locations and expect to provide additional notification in the future. Although Unilever has acknowledged receipt of the indemnification
notice, it has not yet completed its assessment and has not yet indicated its agreement with our request for indemnification.

We will also
indemnify Unilever for, among other things, damages arising out of or resulting from:



| |  |  | liabilities we assume in connection with the acquisition;
| | - |  | ---------------------------------------------------------



| |  |  | liabilities relating to some of our discontinued businesses;
| | - |  | ------------------------------------------------------------



| |  |  | specified liabilities with respect to our operation prior to the closing of the acquisition relating to our failure to comply with environmental laws and
pre-closing discharges or contaminations at, of or relating to our facilities or waste disposal sites;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | specified liabilities relating to post-closing taxes; and
| | - |  | ---------------------------------------------------------



| |  |  | specified liabilities relating to employee benefits, including our failure to comply with certain legal and regulatory requirements with respect to these employee
benefits.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------

With respect to environmental matters, including environmental warranties, we will not be liable for any
damages (1) in the case of known matters or breaches, that are less than $250,000 in the aggregate, and (2) in the case of unknown matters or breaches, that are less than $50,000 individually and $2 million in the aggregate. In the case of
clause (1) above, Unilever will bear the first $250,000 in damages. In the case of clause (2) above, once the $2 million threshold is reached, we will not be liable for any occurrence where the damages are less than $50,000 or for the
first $1 million of damages that exceed the $50,000 per occurrence threshold. In no event will we be liable for any damages arising out of or resulting from environmental claims that exceed $60 million in the aggregate.

Indemnification Payments. Any damages for which we indemnify Unilever will be paid in cash at the time the damages are finally determined until
the aggregate of the damages equals $17 million. Thereafter, any damages for which we indemnify Unilever will, with limited exceptions, be deferred and paid in cash on the date Unilever and its affiliates cease to own any equity interest in
Holdings.

Prior to the date on which Unilever ceases to own any equity interest in Holdings, any damages for which Unilever indemnifies us
will be paid two-thirds in cash at the time the damages are finally determined and one-third in cash on the date on which Unilever ceases to own any equity interest in Holdings.

In calculating the amount of damages for which we will indemnify Unilever, the provisions of the acquisition agreement operate to make Unilever whole,
but not more than whole, taking into account Unilevers equity interest in Holdings, as it may decrease or cease to exist over time, and whether the price paid by Holdings to Unilever for any of its equity has been reduced to reflect any
damages for which we are liable. This is accomplished by means of a gross-up to the amount of damages suffered and, in the case of damages suffered directly by us, by allocating one-third, or such lower number as represents Unilevers equity
interest in Holdings from time to time, of damages to Unilever. Accordingly, the following rules apply in calculating the amount of damages:



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| |  |  | if Unilever or another indemnified party actually pays, suffers or incurs damages, the damages will be paid dollar-for-dollar by us and Holdings on a grossed-up
basis; and
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | if we or Holdings pay, suffer or incur damages, one-third, or such lower number as represents Unilevers equity interest in Holdings from time to time, of the
damages will be paid by us and Holdings on a grossed-up basis.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

After the date on which Unilever and its affiliates cease
to own any equity interest in Holdings, any damages for which we indemnify Unilever will be paid 100% in cash at the time those damages are finally determined.

Stockholders Agreement. In connection with the acquisition of the DiverseyLever business, Holdings and its stockholders, Holdco and Marga B.V., entered into a Stockholders Agreement relating to,
among other things:



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



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



| |  |  | the put and call options described under the caption Put and Call Options;
| | - |  | -----------------------------------------------------------------------------



| |  |  | the payments described under the caption Contingent Payments; and
| | - |  | --------------------------------------------------------------------



| |  |  | various other rights and obligations of Holdings 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 N.V. Marga B.V. and Unilever N.V. are referred to collectively in this discussion as Unilever.

In December 2005, Unilever approved and Holdings declared and paid a special dividend payment of $35.2 million to Holdco in order to facilitate the cash requirements of the Holdco tender offer. In consideration of the
special dividend, Holdings, Holdco and Unilever agreed to amend the Stockholders Agreement. The amendment effectively increases the amount of the purchase price to be paid to Unilever at the time Unilever ceases to own any equity interest in
Holdings by approximately $13.1 million plus applicable interest from the date the special dividend was paid to Holdco.

On May 1,
2006, in association with the divestiture of the Polymer Business, Holdco, Marga B.V., and Holdings amended and restated the stockholders agreement dated as of May 3, 2002 among the parties. The restatement contained provisions relating to,
among other things, share transfer restrictions, corporate governance, put and call options and rights of first offer and refusal and various other rights and obligations of the parties. In addition, the restatement adjusted the buyout formula
related to Marga B.V.s shares in Holdings to require an incremental payment of $30.0 million, plus interest (payable from put execution date) at the time of Marga B.V.s exit. The restatement also provides for the issuance of options to
Marga B.V. for the purchase of Holdings at exit, which following exercise, will result in the incremental payment to Marga B.V., by Holdco, of up to $40.0 million, plus interest.

Put and Call Options. Under the Stockholders Agreement, at any time after May 3, 2008, Unilever has the right to require Holdings to
purchase the shares then beneficially owned by Unilever. Holdings has the option to purchase the shares beneficially owned by Unilever at any time after May 3, 2010. Any exercise by Holdings of its call option must be for at least 50% of each
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, Holdings obligations in connection with a put by Unilever are conditioned on a refinancing of our and Holdings indebtedness, including indebtedness under our senior subordinated notes and our senior secured credit facilities. In
connection with the put, Holdings 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 Holdings purchases less than all of the shares subject to a put, Unilever may again put its remaining shares after a specified suspension period.



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Following the exercise by Unilever of its put rights, if Holdings 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 Holdings 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 our and Holdings indebtedness.

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



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



| |  |  | require Holdings to sell its Japan businesses or any other business or businesses that may be identified for sale by a special committee of Holdings 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 our and Holdings indebtedness.

The price for Holdings shares subject to a put or call option will be based on
Holdings enterprise value at the time the relevant option is exercised, plus its cash and minus its indebtedness.

Holdings
enterprise value cannot be less than eight times the EBITDA of Holdings 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
Holdings, 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 Holdings 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, Holdings 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 Holdings outstanding shares. The amount of each payment will be equal to 25% of the amount by which the cumulative cash flows of Holdings 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 million in 2006;
| | - |  | ---------------------



| |  |  | $975 million in 2007;
| | - |  | ---------------------



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



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

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



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Holdings did not meet the cumulative cash flow requirement for the measurement periods ended
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 Holdings to another entity of which Unilever owns at least an 80% interest, and a stockholder controlled by Holdco may transfer its shares of Holdings
to another entity of which Holdco owns at least an 80% interest.

In addition, at any time after May 3, 2007, Unilever may sell all,
but not less than all, of its shares of Holdings to no more than one person (an Early Sale), subject to certain restrictions, including, but not limited to, the requirement that all consents and approvals are obtained, the sale not
violating or resulting in the termination of our license agreement with SCJ and the sale not constituting a change of control under our senior secured credit facilities. Further, the purchaser of Holdings shares from Unilever cannot be a
competitor of SCJ and must be approved by Holdco, which approval cannot be unreasonably withheld or delayed. If Unilever sells its shares of Holdings to a third party, that third party would be entitled to the same rights and be subject to the same
obligations applicable to Unilever under the Stockholders Agreement.

From May 3, 2007 through May 3, 2008, prior to
commencing an Early Sale, Unilever must notify Holdings of its intention to sell its shares and Holdings has the right of first offer to purchase the shares beneficially owned by Unilever at the price and on the terms specified by Unilever. If
Holdings does not elect to purchase the shares, Unilever may commence an Early Sale. Prior to completing that sale, however, Unilever must again offer the shares to Holdings, and Holdings has a right of first refusal to purchase the shares. The
price for the shares under Holdings right of first refusal would be the price at which the shares are offered to the third-party purchaser plus a premium equal to 3% of that third-party price, with a maximum aggregate premium of $15.0 million
and a minimum aggregate premium of $10.0 million. The maximum and minimum limitations applicable to the premium are prorated to the extent that Holdings had previously purchased shares held by Unilever. The premium would be paid by Holdco.
Notwithstanding the foregoing, if Unilever has not notified Holdings of its intention to sell its shares pursuant to an Early Sale prior to May 3, 2008, Unilever would be required to first exercise its put option prior to selling its shares to
a third party as described in this paragraph.

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 Holdings to Holdings 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 Holdings (the Additional Shares) equal to the lesser of (i) 1.5% of the total outstanding shares of Holdings 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 $40.0 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.

Corporate Governance. Holdings board of directors consists of eleven directors, including five independent directors appointed by Holdco. So
long as Unilever beneficially owns at least 20% of Holdings outstanding shares, it is entitled to nominate two directors to Holdings board of directors. If Unilever beneficially owns less than 20% but at least 5% of Holdings
outstanding shares, it will be entitled to nominate one director. Holdco has agreed to vote its shares of Holdings to cause the board of directors to include the directors nominated by Unilever if Unilever satisfies the conditions above. Under the
Stockholders Agreement, a Unilever director representative will continue to sit on the Compensation Committee of Holdings board of directors. Unilever has also designated one of its director representatives to be an observer to attend,
but not vote at, meetings of the Audit Committee. In addition, the authority of Holdings board of directors with respect to specified formal bankruptcy or insolvency proceedings will be exercised by a special bankruptcy committee constituted
in accordance with the terms of Holdings bylaws and the Stockholders Agreement. The Stockholders Agreement and Holdings certificate of incorporation generally require, with specified exceptions, the approval of stockholders
holding more than 90% of Holdings outstanding shares before Holdings or its subsidiaries can affect various transactions, including, among others, transactions relating to:



| |  |  | any acquisition or disposition or any joint venture, alliance or capital project having an aggregate fair market value or which will result in aggregate
expenditures or payments in excess of (1) $50 million individually, or (2) $100 million collectively (and $10 million individually for aggregation purposes) with other transactions entered into in the immediately preceding twelve months;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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| |  |  | the issuance of any additional shares of capital stock, common stock equivalents, or other equity or equity-related interests;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------



| |  |  | any merger, consolidation or similar business combination or any sale of all or substantially all of the assets or equity or any reorganization or recapitalization
having similar effect;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | a liquidation or dissolution;
| | - |  | -----------------------------



| |  |  | the purchase or investment of a minority equity investment or investment in the nature of indebtedness with a fair market value or resulting in payments that exceed
$10 million;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the entering into of any material line of business unrelated to the business of Holdings and its subsidiaries as of May 3, 2002;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------



| |  |  | the closing, winding-up, discontinuation or other exiting or termination of any line of business, if such line of business generated more than $5 million of
annualized EBITDA;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the modification of the policies governing dividends or distributions to Holdings stockholders or the declaration by Holdings of dividends or distributions in
violation of that policy;
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the incurrence of specified types of additional indebtedness;
| | - |  | -------------------------------------------------------------



| |  |  | the settlement of any legal proceedings that would impose any material restrictions on the operations of Holdings and its subsidiaries or involve amounts in excess
of $10 million, except for proceedings covered by insurance;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | any change in independent registered public accounting firm;
| | - |  | ------------------------------------------------------------



| |  |  | specified transactions with affiliates of Holdco, including SCJ;
| | - |  | ----------------------------------------------------------------



| |  |  | the redemption or retirement of any of Holdings common stock or other equity securities or common stock equivalents;
| | - |  | ---------------------------------------------------------------------------------------------------------------------



| |  |  | any amendment of Holdings certificate of incorporation, bylaws or Audit or Compensation Committee charters, with specified exceptions;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the adoption of any stock option or employee stock ownership plan or the issuance of any equity securities under any stock plan; and
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the adoption of any new, or amendment of existing, employee benefit plans that would result in increases above specified levels in annual costs of benefits, with
specified exceptions.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The Stockholders Agreement also requires that agreements, contracts, arrangements or
transactions relating to the compensation of our officers and directors be approved by the Compensation Committee of Holdings board of directors. The Stockholders Agreement requires that Holdings board of directors review,
consider and approve annual capital and operating budgets, and strategic plans prepared from time to time. The Stockholders Agreement also requires that Holdings board of directors approve the initiation of various material legal
proceedings by or on behalf of us or Holdings and any subsidiary.

Stockholder Indemnification. Under the Stockholders
Agreement, Holdings will indemnify Unilever and its affiliates, officers, directors and employees against all costs arising out of any untrue statement or alleged untrue statement of a material fact contained in specified documents filed with the
SEC or provided to prospective investors or the omission or alleged omission from those documents of a material fact required to be stated in the documents or necessary to make the statements in the documents, in the light of the circumstances under
which they were made, not misleading, if, and only to the extent, that those costs arise from Unilever or its affiliate, officer, director or employee being determined to be a person who controls Holdings within the meaning of Section 15 of the
Securities Act of 1933 or Section 20 of the Securities Exchange Act of 1934. This indemnification does not apply to any costs to the



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extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written
information furnished to Holdings for inclusion in any document described above by Unilever or any of its affiliates (other than Holdings), including any financial statements required to be delivered under the acquisition agreement.

Unilever will indemnify and hold Holdings harmless from and against any and all costs arising out of any untrue statement or alleged untrue statement of
a material fact contained in specified documents filed by Holdings with the SEC or provided to prospective investors, or the omission or alleged omission from a document of a material fact required to be stated in that document or necessary to make
the statements in that document, in the light of the circumstances under which they were made, not misleading, if and only to the extent that the untrue statement or alleged untrue statement or omission or alleged omission was made in that document
in reliance upon and in conformity with written information furnished to Holdings for inclusion in any document described above by Unilever or any of its affiliates (other than Holdings), including any financial statements required to be delivered
under the acquisition.

Term. The Stockholders Agreement terminates, with respect to a stockholder, after its affiliates no
longer own any shares of Holdings, and with respect to Unilever (or its assignee), after Unilever (or its assignee) no longer beneficially owns any of the shares of Holdings or, if issued, the promissory note of Holdings in exchange for shares put
by Unilever (or its assignee).

Sales Agency Agreement

In connection with the acquisition of the DiverseyLever business, we and various of our subsidiaries entered into a sales agency agreement with Unilever whereby, subject to limited exceptions, we and various of our
subsidiaries act as Unilevers sales agents in the sale of certain of Unilevers consumer brand cleaning products to institutional and industrial end-users in most countries where DiverseyLever conducted its business prior to the closing
of the acquisition. The original term of the sales agency agreement was extended until December 31, 2007. On October 11, 2007 we and Unilever executed the Umbrella Agreement pursuant to which the parties agreed to the terms of (i) a
new agency agreement (the New Agency Agreement) that is substantially similar to the prior agency agreement (the Prior Agency Agreement) and that applies to Ireland, the United Kingdom, Portugal and Brazil and (ii) a
master sub-license agreement (the License Agreement and collectively with the Umbrella Agreement and the New Agency Agreement, the Replacement Agreements) under which Unilever agreed to grant us and our affiliates a license
to produce and sell professional packs of Unilevers consumer brand cleaning products in 31 other countries that were subject to the Prior Agency Agreement. Under the Umbrella Agreement, we and our affiliates also entered into agreements with
Unilever to distribute consumer packs of Unilevers consumer brand cleaning products in the same 31 countries as the License Agreement. The New Agency Agreement, the License Agreement and the consumer pack distribution arrangements took effect
on January 1, 2008.

For the fiscal years ended December 28, 2007, December 29, 2006 and December 30, 2005, we
received an aggregate of $91.9 million, $85.5 million and $94.1 million, respectively, in agency fees from Unilever under the Prior Agency Agreement.

Due to pre-existing contractual obligations with SCJ, we and our subsidiaries may not sell any Unilever products, whether directly or as an agent for Unilever, in some channels of trade that are not exclusively
institutional and industrial, and we and our subsidiaries may not sell some Unilever products, such as general cleaning products, whether directly or as an agent for Unilever, in any channels of trade that are not exclusively institutional and
industrial. The Replacement Agreements carve out these restricted channels of trade and products and allow Unilever to make sales associated with these channels of trade and products directly or indirectly. Our agreements with SCJ do not affect its
ability to sell products on behalf of Unilever in exclusively institutional and industrial channels of trade.

Unless extended, each of
the Replacement Agreements will expire on December 31, 2017. A termination of any Replacement Agreement will result in the termination of each of the other Replacement Agreements. With one year notice, Unilever can terminate the Replacement
Agreements without cause, effective December 31, 2013. In addition, Unilever can terminate the Replacement Agreements by region if sales drop below 75% of targeted sales for such region for a given year. Unilever may also terminate the
Replacement Agreements for specified other reasons, including breach, insolvency and change of control.



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Upon the expiration of the Prior Agency Agreement, we and our affiliates would have been entitled to
receive an additional fee of approximately $117 million (the Termination Fee). After approximately $11 million in adjustments for various items in accordance with the Umbrella Agreement, the Termination Fee will be carried forward under
the Replacement Agreements and will be amortized over a ten-year period. The amortized Termination Fee will be available to us in the event of a sale or discontinuation of brands subject to the Replacement Agreements or in the event of a no
cause termination of the Replacement Agreements.

The individual Replacement Agreements are described in further detail below.

New Agency Agreement

Under the New Agency Agreement, subject to limited exceptions, various of our subsidiaries are continuing to act as Unilevers exclusive sales agents in the sale of professional packs of certain of Unilevers consumer brand
cleaning products to institutional and industrial end-users in Ireland, the United Kingdom, Portugal and Brazil. We and our subsidiaries have agreed not to act on behalf of any other third parties in the sale or promotion of those parties
products if the products are similar to products we sell on behalf of Unilever as its agent, except with respect to sales of products for SCJ and its affiliates or under other arrangements with third parties existing on January 1, 2008.

In exchange for the sales agency services of our subsidiaries in those countries, which include sales, order processing and delivery,
collection and after-sales technical support and customer care, Unilever will pay an agency fee to those subsidiaries. The agency fee will be determined separately for each territory. The agency fee, expressed as a percentage of the net proceeds of
sales, covers specified pre-determined costs for that territory (based on historical data), plus a nominal markup. Pursuant to the Umbrella Agreement, if, in any given year, the markup for a territory is less than a specified percentage of EBITDA
for such territory, then Unilever will pay JohnsonDiversey an additional bonus payment in an amount necessary to increase the markup to such percentage.

While the agency fee contemplates historical levels and rates of enforcement and collection of bad debts, we will be responsible for 100% of all bad debts, if any, in excess of these historical levels until the bad
debt rate rises to twice as high as those historical levels, at which time the parties will begin to share equally the costs of those bad debts.

License Agreement

Under the License Agreement, subject to limited exceptions, we and various of our subsidiaries will act
as Unilevers exclusive licensee in the manufacture and sale of professional packs of certain of Unilevers consumer brand cleaning products to institutional and industrial end-users in 31 countries. The size of the products that we and
our subsidiaries may manufacture and sell is limited to certain pack sizes that are targeted to professional end-users. Unilever may modify the pack sizes to reflect changing market conditions. In exchange for the license, we and our subsidiaries
will pay Unilever an initial royalty of 4% of the net proceeds of sales of the distributed products. Pursuant to the Umbrella Agreement, if, after the royalty payment, EBITDA for any territory in a given year is not allocated between JohnsonDiversey
and Unilever in specified percentages, JohnsonDiversey or Unilever will make a profit sharing payment in the amount necessary to achieve such allocation. If the profit sharing payment exceeds a specified amount, the royalty rate will be adjusted
prospectively to achieve the specified allocation of EBITDA in future years. The Umbrella Agreement also establishes caps and floors for the royalty rate and the profit sharing payments.

Umbrella Agreement

Under the
Umbrella Agreement, we and various of our subsidiaries have entered into distribution agreements with Unilever under which we and various of our subsidiaries will act as distributors of consumer packs of certain of Unilevers consumer brand
cleaning products to institutional and industrial end-users in 31 countries. The terms of such distribution agreements are set forth in the Umbrella Agreement and are based, in part, on Unilevers distribution arrangements outside of
institutional and industrial channels of trade.



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In addition, the Umbrella Agreement provides a framework, including compensation levels, for the New
Agency Agreement and the License Agreement, and governs the transition between the Prior Agency Agreement and the Replacement Agreements, including the repayment of funds advanced by Unilever under the Prior Agency Agreement.

Intellectual Property Agreements

Retained Technology License Agreement. In connection with the acquisition of the DiverseyLever business, we entered into a retained technology license agreement with Unilever under which Unilever has granted us a license of the
patents, design rights, copyrights and know-how used in the DiverseyLever business, during the period from July 1, 2000, through May 3, 2002, but that were retained by Unilever. The patents, design rights, copyrights and know-how that were
retained by Unilever are those patents, design rights, copyrights and know-how that were either used in Unilevers businesses, in addition to the DiverseyLever business, or are those specified patents that are the subject of retained litigation
or license agreements that restrict assignments. In this annual report, these specified patents are referred to as the restricted patents. Under the retained technology license agreement, Unilever has granted us:



| |  |  | a nonexclusive, royalty-free, worldwide, perpetual license (with a right to freely sublicense) of the proprietary know-how, trade secrets, unregistered design
rights and copyrights used in the DiverseyLever business at any time during the period from July 1, 2000, through May 3, 2002, and owned by Unilever on May 3, 2002;
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | a nonexclusive, royalty-free, worldwide, perpetual license of specified Unilever patents in the professional market (with rights to sublicense to our subsidiaries
and affiliates and to the extent sublicenses were in effect in the DiverseyLever business on May 3, 2002); and
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | a nonexclusive, royalty-free, perpetual license of the restricted patents for all purposes, with a right to freely sublicense, in all jurisdictions in which the
restricted patents are in effect.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The licenses to use Unilevers intellectual property described above are
irrevocable, subject to various exceptions described in the retained technology license agreement. Unilevers ability to grant any further licenses of the patents in the professional market prior to May 2, 2005 was subject to specified
conditions in the retained technology license agreement, and Unilever has agreed not to grant any further licenses of the restricted patents for any purpose, except to the extent necessary to resolve litigation or a dispute. Unilever has also agreed
not to engage in any acts that would infringe on the restricted patents.

With respect to each licensed patent, the license granted will
terminate with the expiration of the particular patent, unless the patent is terminated or held invalid sooner. The license granted with respect to know-how, unregistered design rights and copyrights will exist until the expiry of the relevant right
unless terminated earlier by us. We may terminate the retained technology license agreement at any time by providing written notice to Unilever. Unilever may terminate the patent licenses granted to us if we challenged the validity of, or
Unilevers ownership of, any of its patents licensed under the retained technology license agreement or if we are in material or persistent breach of any provision of the retained technology license agreement and, if the breach is curable, have
not cured the breach within ten business days after receipt of notice of the breach.

Transferred Technology License Agreement. On
May 3, 2002, we entered into a transferred technology license agreement with Unilever under which we have granted a license to Unilever to use specified intellectual property rights (other than patents and registered designs) and specified
patents and registered designs that were transferred to us as part of the acquisition. Under the transferred technology license agreement, we have granted to Unilever:



| |  |  | a nonexclusive, irrevocable, royalty-free, worldwide, perpetual license of the transferred technology (with a right to freely sublicense), provided that Unilever
may use the trademarks included in the transferred technology only in relation to goods and services in respect of, and only in countries in, which the trademarks were used on May 3, 2002; and
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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| |  |  | a nonexclusive, irrevocable, royalty-free license of the transferred patents in the consumer brands business of Unilever and for developing, manufacturing,
marketing, distributing, keeping, importing and selling specified products permitted under the transferred technology license agreement, in all jurisdictions in which the transferred patents are in effect.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

With respect to each licensed patent, the license will terminate upon the expiration of the particular patent, unless the patent is terminated or held
invalid sooner. The license granted with respect to copyrights, unregistered design rights and know-how will exist until expiry of the relevant rights unless terminated earlier by Unilever. Unilever may terminate the transferred technology license
agreement at any time upon providing written notice to us. We may terminate the license of the transferred patents if:



| |  |  | Unilever challenges the validity of our ownership of any of the transferred patents;
| | - |  | ------------------------------------------------------------------------------------



| |  |  | Unilever is in material or persistent breach of a provision of the transferred technology license agreement and, if the breach is curable, has not cured the breach
within ten business days after receipt of notice of the breach; or
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | a specified insolvency-related event involving Unilever is commenced or occurs.
| | - |  | -------------------------------------------------------------------------------

Retained Trademark License Agreement. On May 3, 2002, we entered into a retained trademark license agreement with Unilever under which
Unilever has granted us a license to use the Lever name in our business. We were also granted the right to use the Unilever name. The license, which was originally set to expire on November 2, 2004, was extended to
May 2, 2006. A further extension was given to December 2, 2006 for but only for certain circumstances and an additional extension was given until December 2, 2007 for specific products in a specific regions. Under the retained
trademark license agreement, Unilever has granted us an exclusive, royalty-free license (with the right to sublicense only to our subsidiaries and affiliates) to use the Lever mark in the same combinations and manner in which it was used in the
DiverseyLever business on the closing date of the acquisition, and in the word DiverseyLever until the licenses expiration, in the same manner and in relation to the same goods and services as those for which the Lever mark was
used, and in the countries in which the DiverseyLever business operated, on May 3, 2002. The license does not extend to the dispensed products, which are covered by their own license under the dispensed products license agreement discussed
below.

The retained trademark license agreement will continue until the end of the periods for which the license is granted as discussed
above. We may terminate the license granted at any time. Unilever may terminate the retained trademark license agreement if:



| |  |  | We challenge the validity of or Unilevers ownership of any rights or registrations in or in relation to any of the trademarks;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------



| |  |  | We are in breach of provisions of the retained trademark license agreement relating to the use of, or filings for, the trademarks;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------



| |  |  | We are in material or persistent breach of a provision of the retained trademark license agreement and, if the breach is curable, have not cured the breach within
fifteen business days after receipt of notice of the breach;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | We have a change of control; or
| | - |  | -------------------------------



| |  |  | A specified insolvency-related event involving us is commenced or occurs.
| | - |  | -------------------------------------------------------------------------

Dispensed Products License Agreement. On May 3, 2002, we entered into a dispensed products license agreement with Unilever under which
Unilever has granted us a license to use the trademarks, patents and know-how relating to the products we and our subsidiaries sell for use in our cleaner dispensing systems. Under the dispensed products license agreement, Unilever has granted us:



| |  |  | a nonexclusive license (with the right to sublicense only to our subsidiaries and affiliates) to use in specified countries (in accordance with Unilevers
guidelines on use) the relevant trademarks on the corresponding dispensed products manufactured and packed in accordance with Unilevers technical specifications;
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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| |  |  | a nonexclusive license (with right to sublicense only to our subsidiaries and affiliates) of the patents and know-how relevant to the dispensed products in
specified countries to use, keep, produce for sale, make, offer and import for sale and sell the corresponding dispensed products manufactured and packed in accordance with Unilevers technical specifications and under its trademarks.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Under the dispensed products license agreement, we pay to Unilever a royalty of 4% of the net sales of the dispensed
products. We may not use the trademarks or formulation rights other than in the same manner and for the same purposes as they were used in the DiverseyLever business prior to May 3, 2002. For the fiscal years ended December 28,
2007, December 29, 2006, and December 30, 2005, we paid an aggregate of $0.9 million, $0.9 million and $0.8 million, respectively, to Unilever under the dispensed products license agreement.

The dispensed products license agreement by its terms, terminates on May 2, 2007 but is automatically renewed for successive one year periods.
Either party may terminate the dispensed products license agreement or the licenses granted under the agreement by providing six months written notice prior to any anniversary of the dispensed products license agreement. The dispensed products
license agreement has been extended to May 2, 2008. In addition, Unilever may terminate the dispensed products license agreement if:



| |  |  | We and/or any of our subsidiaries sells a product for use in (or by means of) any dispensing system similar to a specified dispensing system in the dispensed
products license agreement, which product is branded with a trademark that is neither licensed under the dispensed products license agreement, owned by us or any of our subsidiaries or affiliates, nor owned by the professional end-user of that
product; and
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Unilever notifies us of those sales, and we do not cease those sales within twenty business days after the notice.
| | - |  | ------------------------------------------------------------------------------------------------------------------

Unilever may also terminate the dispensed products license agreement if:



| |  |  | We challenge the validity of or Unilevers ownership of any rights or registrations in or in relation to any of the licensed rights;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------



| |  |  | We are in breach of the provisions of the dispensed products license agreement that relate to the use of the trademarks and formulation rights and quality control;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | We are in material or persistent breach of a provision of the dispensed products license agreement and, if the breach is curable, have not cured the breach within
fifteen business days after receipt of notice of the breach;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | We have a change of control; or
| | - |  | -------------------------------



| |  |  | A specified insolvency-related event involving us is commenced or occurs.
| | - |  | -------------------------------------------------------------------------

Transitional Services Agreement

On
May 3, 2002, we entered into a transitional services agreement with Unilever relating to a wide range of support services from Unilever and intended to ensure the smooth transition of the DiverseyLever business from Unilever to us. These
services included various human resources, information technology, intellectual property administration, analytical, warehousing and transportation, administrative, provision of office space and other services. In addition, Unilever agreed to allow
our affiliates access to its computer network under a network access arrangement. The level and manner in which Unilever provides these services generally must be consistent with the level and manner in which they were provided to the DiverseyLever
business immediately prior to the closing of the acquisition.



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Unilever provided each service for the period agreed upon by the parties, but did not provide any service
longer than 24 months, except for redirecting internet traffic to the appropriate new domain name or address, which Unilever provided for up to 30 months. Under the transitional services agreement, Unilever provided most services until May 2,
2003, and as of December 30, 2005, all the services under the transitional services agreement have been terminated. The price for each service was at cost, and generally was determined in a manner consistent with Unilevers existing cost
allocation methodology. Unilever adjusted the prices from time to time in the ordinary course of business, provided the adjustments reflected the cost for the relevant service. For the fiscal year ended December 31, 2004 we paid an aggregate of
$1.9 million to Unilever under the transitional services agreement.

In association with the continuation of various support services and
reimbursement of benefit related costs not covered by the transitional services agreement, we paid Unilever $0.8 million and $0.9 million, for the fiscal years ended December 29, 2006 and December 30, 2005, respectively.

Supply Agreements

We entered into
two supply agreements with Unilever in connection with the acquisition. Under these agreements, we and Unilever, through the members of our respective groups, manufacture, pack, store and ship products for each other. Under one of the supply
agreements, we act as the supplier and Unilever serves as the customer, and under the other agreement the roles are reversed. With the exception of this role reversal and the factories involved, the products that are supplied and some other less
significant differences included in the supply agreement under which we act as supplier based on the integration of the DiverseyLever business with us, the two supply agreements are identical.

The supply agreements provide for the supply of all products that Unilever and the DiverseyLever business supplied to one another during the period
immediately preceding the closing date of the acquisition. Prices are based on the provisions relating to pricing and terms of payment that existed between Unilever and the DiverseyLever business prior to closing, subject to revision by agreement of
the parties.

Each supply agreement remains in effect as to a particular product until that product will not be supplied any longer. We and
Unilever may terminate either supply agreement in part or in its entirety in the event of an unremedied serious or persistent breach by the other party, upon a change in control or for any reason on the giving of six months written notice.
Further, we or Unilever may terminate a particular order upon a breach of the terms of the order that remains uncured for a specified period. Finally, the customer under either supply agreement may terminate the agreement as to products supplied at
a particular factory if the supplier does not implement reasonable suggestions that the customer makes, taking into account standards used in the supply of the products in the period immediately prior to the closing of the acquisition, after
visiting that factory. With effect from January 1, 2008, the two supply agreements were amended to take into account the transition from Prior Agency Agreement, under which we and our subsidiaries arranged for the sale by Unilever affiliates of
Unilever branded products, to the License Agreement, under which we and our subsidiaries would sell such products for our own account. In addition, with respect to our European operations, among other things, these amendments imposed certain
restrictions on the rights of Unilever and us to terminate Unilevers supply of such products for three years. For the fiscal years ended December 28, 2007, December 29, 2006, and December 30, 2005, we paid Unilever an
aggregate of $20.5 million, $16.3 million and $12.5 million, respectively (excluding inventories associated with the sales agency agreement), and Unilever paid us an aggregate of $46.9 million, $48.2 million and $44.5 million, respectively, under
these supply agreements.

Non-Competition Agreement

On May 3, 2002, we and Holdings entered into a non-competition agreement with Unilever. The non-competition agreement restricted or restricts Unilever and its affiliates from competing with us in the Business (as
defined below) (1) in the European Union, until May 2, 2005, and (2) in countries outside of the European Union in which the DiverseyLever business was engaged prior to the acquisition, until May 2, 2007.



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For purposes of the non-competition agreement, the term Business is defined as the business
of:

(1) developing, manufacturing, marketing, distributing and selling to professional end-users and wholesalers, distributors, cash
and carry outlets or similar resellers who purchase products for resale, directly or indirectly, to professional end-users:



| |  |  | fabric care products
| | - |  | --------------------



| |  |  | machine ware washing products
| | - |  | -----------------------------



| |  |  | kitchen cleaning products
| | - |  | -------------------------



| |  |  | personal care products
| | - |  | ----------------------



| |  |  | building care products
| | - |  | ----------------------



| |  |  | pest control products
| | - |  | ---------------------



| |  |  | air cleaning products
| | - |  | ---------------------



| |  |  | cleaning and hygiene utensils and paper products,
| | - |  | -------------------------------------------------

which, in each case, are marketed and sold:

(A) under a professional brand,
i.e., one used exclusively or primarily on products sold to or for use by commercial, institutional or industrial end-users, or

(B) under a consumer brand, i.e., one used exclusively or primarily on products sold to or for use by domestic end-users, and where no equivalent product for the same general purpose is marketed and sold by Unilever or its
affiliates in its consumer products business;

(2) developing, manufacturing, marketing, distributing and selling other specified
categories of industrial cleaning, hygiene and maintenance products; and

(3) developing, marketing, distributing, selling and providing
specified categories of services in relation to the products described above or in connection with the cleaning and hygiene requirements of commercial, institutional and industrial end-users.

Neither Unilever nor any of its affiliates will be in breach of the non-competition agreement if:



| |  |  | it acquires a business that includes a competing business if:
| | - |  | -------------------------------------------------------------

(1) the aggregate revenues of the competing business for the twelve months immediately preceding the closing of the acquisition of the acquired business represent less than 33% of the acquired business in the
territory covered by the non-competition agreement for the same twelve-month period and Unilever or an affiliate of Unilever uses its reasonable best efforts to sell the competing business within twelve months of the date of acquisition, subject to
involving us and Holdings in any auction sales process and to specified other requirements; or

(2) the aggregate revenues of the competing
business for the twelve months immediately preceding the closing of the acquisition of the acquired business represent less than $50 million annually in the aggregate or less than $25 million annually in any one country;



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| |  |  | it continues any operations carried out by Unilever and its affiliates under contracts with us or Holdings or our respective subsidiaries; or
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | it continues to conduct the Business in Cote dIvoire, El Salvador, Ecuador, Honduras, Malawi, and pursuant to the distributorship operations of Unilex
Cameroun S.A., in Cameroon, in which Unilever retained assets and operations of its institutional cleaning and hygiene business.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Moreover, the non-competition agreement does not prohibit Unilever and its affiliates from engaging in its consumer products business anywhere in the world or developing, manufacturing, marketing, distributing or selling any product which
has the same general purpose as the products described in clause (1) of the definition of Business above to or for commercial, industrial or institutional end-users if an equivalent product is marketed or sold by Unilever or any of
its affiliates in connection with its consumer products business, whether or not the product is reformulated and repackaged for use by commercial, industrial or institutional end-users.

Director Independence

Because Holdings is the owner of all of our common equity interests, except
for one share held by SCJ, if our company were a listed issuer it would be a controlled company as that term is used in the corporate governance standards of the New York Stock Exchange (NYSE) and therefore not required to
have a majority of independent directors. Our board has determined, however, that with the exception of Messrs. Johnson and Lonergan and Ms. Johnson-Leipold, all of our directors are independent within the meaning of, and applying, the NYSE
standards. Mr. Johnson is our Chairman, an executive officer position of our company, and therefore is not independent under the NYSE standards. Mr. Lonergan is the President and Chief Executive Officer of our company and is therefore not
independent under the NYSE standards. Ms. Johnson-Leipold is a sibling of Mr. Johnson, our Chairman, and is therefore not independent under the NYSE standards. In addition, as discussed under  Interests of Our Officers and
Directors, Messrs. Johnson and Louis and Ms. Johnson-Leipold may have interests in our transactions with SCJ and other Johnson family businesses. Our board has affirmatively determined, however, that Mr. Louis interests in
those transactions do not constitute a material relationship with our company for purposes of, and applying, the NYSE standards.

In assessing the independence of our directors for purposes of, and applying, the NYSE standards, our board considered the relationships disclosed under  Interests of Our Officers and Directors. Except with respect to
Messrs. Johnson and Lonergan and Ms. Johnson-Leipold, our board has determined that these relationships do not impair the independence of the interested directors for purposes of, and applying, the NYSE standards.

In addition, the terms of our Stockholders Agreement among Holdings, Holdco and Unilever require the parties to the agreement to vote their shares
and take other necessary action to cause the Holdings board to include the categories of directors described therein. The Stockholders Agreement permits Holdco to nominate up to five individuals who meet the definition of Independent
Director set forth therein. A copy of the Stockholders Agreement is posted on our website at http://www.johnsondiversey.com under Investor Relations  SEC Filings  JohnsonDiversey  2007 JDI Form 10-K (filed
March 19, 2008). While not required under the Stockholders Agreement, JDI also voluntarily applies the definition of Independent Director in the Stockholders Agreement in determining whether its directors are
independent. Messrs. Brown, Howe, Nottleson and Wittwer and Ms. Esteves meet the definition of Independent Director set forth in the Stockholders Agreement.

Interests of Our Officers and Directors

Mr. Johnson, our Chairman, and
Ms. Johnson-Leipold, and Mr. Louis, and some members of their respective immediate families, are descendants of Samuel Curtis Johnson and shareholders of SCJ and Willow Holdings, Inc. Messrs. Johnson and Louis and Ms. Johnson-Leipold,
and members of their respective immediate families, also beneficially own shares of Holdco, our indirect parent. See Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. As a result of
these relationships, these individuals may have an interest in our transactions with SCJ and other Johnson family businesses, including Willow Holdings, Inc.



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Review, Approval or Ratification of Transactions with Related Persons

On an annual basis, each director and executive officer is obligated to complete a director and officer questionnaire that requires disclosure of any
transactions with our company in which the director or executive officer, or any member of his or her immediate family, has a direct or indirect material interest. Our board of directors reviews such transactions to identify impairments to director
independence and in connection with disclosure obligations under Item 404(a) of Regulation S-K of the Exchange Act. The Company has adopted a Policy for Review of Transactions Between the Company and its Directors, Executive Officers and Other
Related Persons (the Policy) for review of transactions between the Company (including the Companys subsidiaries) and its directors, executive officers and other related persons. The transactions subject to the Policy include any
transaction, arrangement or relationship (including charitable contributions and including any series of similar transaction, arrangements or relationships) with the Company in which any director, executive officer or other related person has a
direct or indirect material interest except:



| |  |  | Transactions available to all employees generally;
| | - |  | --------------------------------------------------



| |  |  | Transactions involving less than $100,000 individually or when aggregated with all similar transactions;
| | - |  | --------------------------------------------------------------------------------------------------------



| |  |  | Transaction involving compensation or indemnification of executive officers and directors duly authorized by the appropriate Board committee;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Transactions involving reimbursement for routine expenses in accordance with Company policy; and
| | - |  | ------------------------------------------------------------------------------------------------



| |  |  | Purchases of any products on the same terms available to all employees generally.
| | - |  | ---------------------------------------------------------------------------------

The Companys General Counsel (the General Counsel) performs the initial review of all transactions subject to the Policy. Factors to be
considered by the General Counsel in reviewing the transaction include:



| |  |  | Whether the transaction is in conformity with the Companys Code of Ethics and Business Conduct and is in the best interests of the Company;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Whether the transaction would be in the ordinary course of the Companys business;
| | - |  | ----------------------------------------------------------------------------------



| |  |  | Whether the transaction is on terms comparable to those that could be obtained in arms length dealings with an unrelated third party;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------



| |  |  | The disclosure standards set forth in Item 404 of Regulation S-K under the Exchange Act or any similar provision; and
| | - |  | ---------------------------------------------------------------------------------------------------------------------



| |  |  | The effect, if any, on the status of any independent director.
| | - |  | --------------------------------------------------------------

After reviewing the terms of the proposed transaction and taking into account the factors set forth above, the General Counsel will either:



| |  |  | Approve the transaction if it is to be entered into in the ordinary course of the Companys business, is for an aggregate amount of $120,000 or less, does not
involve a director or a shareholder owning in excess of 5 percent of the Companys voting securities or a member of their immediate family, and is on terms comparable to those that could be obtained in arms length dealings with an
unrelated third party;
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Disallow the transaction if it is not in the best interests of the Company; or
| | - |  | ------------------------------------------------------------------------------



| |  |  | Submit the transaction to the Audit Committee for its review and prior approval.
| | - |  | --------------------------------------------------------------------------------

At each regularly scheduled Audit Committee meeting, the General Counsel shall report each known transaction to be entered into by the Company and to be
considered by the Audit Committee, including the proposed aggregate value of each transaction and any other relevant information. After review, the Audit Committee shall approve, ratify or disallow each such transaction in accordance with the
Policy.

For purposes of the Policy, a related person is:



| |  |  | An executive officer, director or director nominee of the Company;
| | - |  | ------------------------------------------------------------------



| |  |  | A person who is an immediate family member (including a persons spouse, parents, stepparents, children, stepchildren, siblings, fathers and mothers-in-law,
sons and daughters-in-law, brothers and sisters-in-law, and anyone (other than members) who share such persons home) of an executive officer, director or director nominee;
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | A shareholder owning in excess of 5 percent of the Companys voting securities (or its controlled affiliates), or an immediate family member of such 5 percent
shareholder; or
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | An entity which is owned or controlled by a related person or an entity in which a related person has a substantial ownership interest.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------

On May 31, 2002, we loaned $97,500 to Clive Newman, our Vice President and Corporate Controller, in connection with
the purchase of his home. The interest rate on the loan is 5.16% per annum, payable semi-monthly. The loan has a term of five years and

matured on
May 31, 2007, with no payments against principal due until that date. On October 26, 2007, Mr. Newman paid in full the outstanding principal amount and interest on the loan in the amount of $98,468.

Holdco is a party to buy-sell agreements with some of our employees, consultants or directors who also own shares of class A or class B common stock of
Holdco. These buy-sell agreements were entered into in connection with our separation from SCJ in 1999. Under these buy-sell agreements, the holder has the right to sell to Holdco, and Holdco is required to purchase, shares of the holders
class A or class B common stock at a formula price set forth in the agreements. This right may be exercised annually during the months of April, May, October and November. Under the agreements, Holdco has the option to purchase the holders
shares upon termination of the holders employer-employee, director or consultant relationship with us. In addition, subject to specified exceptions, the holder has agreed that it will not sell or otherwise dispose of any of its shares without
first offering those shares to Holdco. If Holdco does not exercise its right to purchase those shares within a 60-day period, the holder may transfer its shares to the proposed transferee on the same terms and price as set forth in its offer.

On December 20, 2007, the Company acquired a 50,000 square foot office building located on 12.80 acres of property from Willow
Holdings, LLC for a purchase price of $5.8 million. The property, located at 1326 Willow Road, Mount Pleasant, Wisconsin, is adjacent to the Companys headquarters and was formerly leased by the Company for use as the head office for its North
America Region. Willow Holdings, LLC is a Wisconsin limited liability company with membership interests directly and indirectly controlled by Imogene P. Johnson. Imogene P. Johnson is the mother of the Companys Chairman, Mr. Johnson.



|ITEM 14. | PRINCIPAL ACCOUNTANT FEES AND SERVICES
|-------- | --------------------------------------

Ernst & Young LLP, independent registered public accounting firm, served as our principal accountants for the fiscal years ended December 28, 2007 and December 29, 2006. During those periods, we incurred the following
fees for services rendered by Ernst & Young LLP:

Audit Fees. Represents fees for professional services rendered in
connection with the audit of our annual consolidated financial statements and reviews of our quarterly financial statements, advice on accounting matters that arose during the audit and audit services provided in connection with other global
statutory or regulatory filings. Audit fees were $4.6 million for the year ended December 28, 2007 and $4.6 million for the year ended December 29, 2006. The audit fee for 2006 includes an additional $0.4 million over the $4.2 million
reported in the prior year due to 2006 audit fee overages that were billed and paid in 2007 after the 2006 filing.

Audit-Related
Fees. Represents fees for professional services rendered in connection with merger and acquisition due diligence, audits of acquired businesses and employee benefit plan audits. Audit-related fees were $0.4 million for the year ended
December 28, 2007 and $1.1 million for the year ended December 29, 2006. The decrease in audit-related fees from fiscal year 2006 to fiscal year 2007 was primarily due to billings associated with the 2006 divestiture of the Polymer
Business and other initiatives associated with the November 2005 Plan.

Tax Fees. Represents fees for professional services rendered
in connection with general tax advice, tax planning and tax compliance. Tax fees were $1.3 million for the year ended December 28, 2007 and $0.7 million for the year ended December 29, 2006. The increase in tax fees from fiscal year 2006
to fiscal year 2007 was primarily due to FIN No. 48 services and increased costs for foreign tax services resulting from a weakening dollar.



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All Other Fees. Represents fees for all other professional services rendered by Ernst &
Young LLP. All other fees were $6,000 for the year ended December 28, 2007 and $10,000 for the year ended December 29, 2006. The Audit Committee of the Board of Directors has determined that the provision by Ernst & Young LLP of
non-audit services to us in the fiscal years ended December 28, 2007 and December 29, 2006, is compatible with maintaining the independence of Ernst & Young LLP. In accordance with its charter, the Audit Committee approves in
advance all audit and non-audit services to be rendered by Ernst & Young LLP. In determining whether to approve such services, the Audit Committee considers the following:



| |  |  | whether the services are performed principally for the Audit Committee;
| | - |  | -----------------------------------------------------------------------



| |  |  | the effect of the service, if any, on audit effectiveness or on the quality and timeliness of our financial reporting process;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------



| |  |  | whether the service would be performed by a specialist (e.g., technology specialist) who also provides audit support and whether that would hinder independence;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | whether the service would be performed by audit personnel and, if so, whether it will enhance the knowledge of our business;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------



| |  |  | whether the role of those performing the service would be inconsistent with the auditors role (e.g., a role where neutrality, impartiality and auditor
skepticism are likely to be subverted);
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | whether the audit firms personnel would be assuming a management role or creating a mutuality of interest with management;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------



| |  |  | whether the auditors would be in effect auditing their own numbers;
| | - |  | -------------------------------------------------------------------



| |  |  | whether the audit firm has unique expertise in the service; and
| | - |  | ---------------------------------------------------------------



| |  |  | the size of the fee(s) for the non-audit service(s).
| | - |  | ----------------------------------------------------

During fiscal years 2007 and 2006, all professional services provided by Ernst & Young LLP were pre-approved by the Audit Committee in accordance with our policies.



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PART IV



|ITEM 15. | EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
|-------- | ------------------------------------------

The following documents
are filed as part of this annual report on Form 10-K:



| | (1) | Financial Statements:
| | --- | ---------------------

See the Index to Consolidated
Financial Statements on page F-1.



| | (2) | Financial Statement Schedules:
| | --- | ------------------------------

See Item 15(c) of
this report.



| | (3) | Exhibits:
| | --- | ---------

The exhibits required by Item 15 are
listed in the Exhibit Index on page E-1.

INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT TO SECTION 15(d) OF THE ACT BY REGISTRANTS WHICH HAVE NOT
REGISTERED SECURITIES PUSUANT TO SECTION 12 OF THE ACT.

Other than this annual report filed on Form 10-K, no other annual reports or proxy
soliciting materials have been or will be sent to our security holders.



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|(c) | Schedule IIValuation and Qualifying Accounts
|--- | ---------------------------------------------

Schedule II - Valuation and Qualifying Accounts

JohnsonDiversey Inc.

(Dollars in Thousands)



|                                    |  |                            |         |                             |   |                             |  |   |                |   |  |                      |         |   |  |   |        
|----------------------------------- |  | -------------------------- | ------- | --------------------------- | - | --------------------------- |  | - | -------------- | - |  | -------------------- | ------- | - |  | - | -------
|                                    |  | Balance atBeginningof Year |         | Charges toCosts andExpenses |   | Charges toOtherAccounts (1) |  |   | Deductions (2) |   |  | Balance atEnd ofYear
|Allowance for Doubtful Accounts     |  |                            |         |                             |   |                             |  |   |                |   |  |                      |         |   |  |   |        
|Fiscal Year Ended December 28, 2007 |  | $                          | 30,711  |                             | $ | 4,642                       |  | $ | 3,123          |   |  | $                    | (12,782 | ) |  | $ | 25,694 
|Fiscal Year Ended December 29, 2006 |  | $                          | 26,823  |                             | $ | 7,058                       |  | $ | 6,116          |   |  | $                    | (9,286  | ) |  | $ | 30,711 
|Fiscal Year Ended December 30, 2005 |  |                            | 28,549  |                             |   | 7,902                       |  |   | (2,192         | ) |  |                      | (7,436  | ) |  |   | 26,823 
|                                    |  |                            |         |                             |  
|Tax Valuation Allowance             |  |                            |         |                             |   |                             |  |   |                |   |  |                      |         |   |  |   |        
|Fiscal Year Ended December 28, 2007 |  |                            | 204,668 |                             |   | 70,020                      |  |   | (7,027         | ) |  |                      | (17,618 | ) |  |   | 250,043
|Fiscal Year Ended December 29, 2006 |  |                            | 251,831 |                             |   | 37,839                      |  |   | (7,566         | ) |  |                      | (71,834 | ) |  |   | 204,668
|Fiscal Year Ended December 30, 2005 |  |                            | 47,821  |                             |   | 152,378                     |  |   | 52,252         |   |  |                      | (620    | ) |  |   | 251,831



|(1) | Includes the effects of changes in currency translation and business acquisitions
|--- | ---------------------------------------------------------------------------------

|(2) | Represents amounts written off from the allowance for doubtful accounts, net of recoveries, or the release of tax valuation allowances in jurisdictions where a change in facts and
circumstances lead to the usage or a change in judgment relating to the usage of net operating loss or tax credit carryforwards.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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 on March 19, 2008.



|                      |  |                                                                        
|--------------------- |  | -----------------------------------------------------------------------
|JohnsonDiversey, Inc.
|                      | 
|By                    |  | /s/ Joseph F. Smorada                                                  
|                      |  | Joseph F. Smorada, Executive Vice President and Chief Financial Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed
below on March 19, 2008 by the following persons on the behalf of the registrant and in the capacities indicated.



|                           |  |                                                      |  | 
|-------------------------- |  | ---------------------------------------------------- |  | 
|                           |  | Director, President and Chief Executive Officer      |  | 
|/s/ Edward F. Lonergan     |  | (Principal Executive Officer)                        |  | 
|Edward F. Lonergan         |  |                                                      |  | 
|                           |  | Executive Vice President and Chief Financial Officer |  | 
|/s/ Joseph F. Smorada      |  | (Principal Financial Officer)                        |  | 
|Joseph F. Smorada          |  |                                                      |  | 
|                           |  | Vice President, Corporate Controller                 |  | 
|/s/ P. Todd Herndon        |  | (Principal Accounting Officer)                       |  | 
|P. Todd Herndon            |  |                                                      |  | 
|                           |  |                                                     
|/s/ S. Curtis Johnson III* |  | Director and Chairman                                |  | 
|S. Curtis Johnson III      |  |                                                      |  | 
|                           |  |                                                     
|/s/ Todd C. Brown*         |  | Director                                             |  | 
|Todd C. Brown              |  |                                                      |  | 
|                           |  |                                                     
|/s/ Irene M. Esteves*      |  | Director                                             |  | 
|Irene M. Esteves           |  |                                                      |  | 
|                           |  |                                                     
|/s/ Robert M. Howe*        |  | Director                                             |  | 
|Robert M. Howe             |  |                                                      |  | 
|                           |  |                                                     
|/s/ Helen Johnson-Leipold* |  | Director                                             |  | 
|Helen Johnson-Leipold      |  |                                                      |  | 
|                           |  |                                                     
|/s/ Clifton D. Louis*      |  | Director                                             |  | 
|Clifton D. Louis           |  |                                                      |  | 
|                           |  |                                                     
|/s/ Neal R. Nottleson*     |  | Director                                             |  | 
|Neal R. Nottleson          |  |                                                      |  | 
|                           |  |                                                     
|/s/ Reto Wittwer*          |  | Director                                             |  | 
|Reto Wittwer               |  |                                                      |  | 



|* | Joseph F. Smorada, by signing his name hereto, does hereby sign this Form 10-K on behalf of each of the above-named officers and directors of JohnsonDiversey, Inc., pursuant to a
power of attorney executed on behalf of each such officer and director.
|- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





|   |  |                                    
|-- |  | -----------------------------------
|By |  | /s/ Joseph F. Smorada              
|   |  | Joseph F. Smorada, Attorney-in-fact



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JOHNSONDIVERSEY, INC.

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Fiscal Years Ended December 28,
2007, December 29, 2006 and December 30, 2005



|                                                                                                                                      |  |    
|------------------------------------------------------------------------------------------------------------------------------------- |  | ---
|Report of Independent Registered Public Accounting Firm                                                                               |  | F-2
|                                                                                                                                      | 
|Consolidated Balance Sheets as of December 28, 2007 and December 29, 2006                                                             |  | F-3
|                                                                                                                                      | 
|Consolidated Statements of Operations for the fiscal years ended December 28, 2007, December 29, 2006 and December 30, 2005           |  | F-4
|                                                                                                                                      | 
|Consolidated Statements of Stockholders Equity for the fiscal years ended December 28, 2007, December 29, 2006 and December 30, 2005 |  | F-5
|                                                                                                                                      | 
|Consolidated Statements of Cash Flows for fiscal years ended December 28, 2007, December 29, 2006 and December 30, 2005               |  | F-6
|                                                                                                                                      | 
|Notes to Consolidated Financial Statements  December 28, 2007                                                                        |  | F-7



F-1



---

##### Table of Contents

Report of Independent Registered Public Accounting Firm

To the Board of Directors and

Stockholders of JohnsonDiversey, Inc.

We have audited the
accompanying consolidated balance sheets of JohnsonDiversey, Inc. as of December 28, 2007 and December 29, 2006, and the related consolidated statements of operations, stockholders equity, and cash flows for each of the three years
in the period ended December 28, 2007. Our audits also included the financial statement schedule listed in the Index at Item 15(c). These financial statements and schedule are the responsibility of the Companys management. Our
responsibility is to express an opinion on these financial statements and schedule based on our audits.

We conducted our audits in
accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material
misstatement. We were not engaged to perform an audit of the Companys internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Companys internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe
that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the consolidated financial position of JohnsonDiversey, Inc. at December 28, 2007 and December 29, 2006, and the consolidated results of its operations and its cash flows for each of the three years in the period
ended December 28, 2007, in conformity with U.S. generally accepted accounting principles. Also, in our opinion, the related financial statement schedule, when considered in relation to the basic financial statements taken as a whole, presents
fairly, in all material respects, the information set forth therein.

As discussed in Note 2 to the consolidated financial statements, the
Company adopted Financial Accounting Standards Board Interpretation No. 48, Accounting for Uncertainty in Income Taxes ̧ an interpretation of FASB Statement 109 as of December 30, 2006 and the recognition and disclosure
provisions of Statement of Financial Accounting Standards No. 158,Employers Accounting for Defined Benefit Pension and Other Postretirement Plans - an amendment of FASB Statements No. 87, 88, 106 and 132(R), as of
December 31, 2007.

/s/ ERNST & YOUNG LLP

Chicago, Illinois

March 18, 2008



F-2



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##### Table of Contents

JOHNSONDIVERSEY, INC.

CONSOLIDATED BALANCE SHEETS

(dollars in thousands, except share data)



|                                                                                                                     |  |                   |           |   |                   |   |          
|-------------------------------------------------------------------------------------------------------------------- |  | ----------------- | --------- | - | ----------------- | - | ---------
|                                                                                                                     |  | December 28, 2007 |           |   | December 29, 2006
|ASSETS                                                                                                               |  |                   |           |   |                   |   |          
|Current assets:                                                                                                      |  |                   |           |   |                   |   |          
|Cash and cash equivalents                                                                                            |  | $                 | 97,071    |   |                   | $ | 208,313  
|Accounts receivable, less allowance of $25,694 and $30,711, respectively                                             |  |                   | 609,015   |   |                   |   | 523,512  
|Accounts receivable  related parties                                                                                |  |                   | 32,078    |   |                   |   | 27,809   
|Inventories                                                                                                          |  |                   | 286,296   |   |                   |   | 261,015  
|Deferred income taxes                                                                                                |  |                   | 24,597    |   |                   |   | 35,256   
|Other current assets                                                                                                 |  |                   | 135,960   |   |                   |   | 121,189  
|Current assets of discontinued operations                                                                            |  |                   | 3,702     |   |                   |   | 4,100    
|                                                                                                                     |  |                   |           |   |                   |   |          
|Total current assets                                                                                                 |  |                   | 1,188,719 |   |                   |   | 1,181,194
|Property, plant and equipment, net                                                                                   |  |                   | 453,625   |   |                   |   | 421,712  
|Capitalized software, net                                                                                            |  |                   | 36,556    |   |                   |   | 61,040   
|Goodwill                                                                                                             |  |                   | 1,279,579 |   |                   |   | 1,178,776
|Other intangibles, net                                                                                               |  |                   | 302,075   |   |                   |   | 310,413  
|Long-term receivables  related parties                                                                              |  |                   | 78,954    |   |                   |   | 71,392   
|Other assets                                                                                                         |  |                   | 89,074    |   |                   |   | 63,876   
|Noncurrent assets of discontinued operations                                                                         |  |                   | 7,947     |   |                   |   | 14,369   
|                                                                                                                     |  |                   |           |   |                   |   |          
|Total assets                                                                                                         |  | $                 | 3,436,529 |   |                   | $ | 3,302,772
|                                                                                                                     |  |                   |           |   |                   |   |          
|LIABILITIES AND STOCKHOLDERS EQUITY                                                                                 |  |                   |           |   |                   |   |          
|Current liabilities:                                                                                                 |  |                   |           |   |                   |   |          
|Short-term borrowings                                                                                                |  | $                 | 18,898    |   |                   | $ | 35,649   
|Current portion of long-term debt                                                                                    |  |                   | 13,181    |   |                   |   | 12,954   
|Accounts payable                                                                                                     |  |                   | 357,458   |   |                   |   | 350,169  
|Accounts payable  related parties                                                                                   |  |                   | 51,927    |   |                   |   | 55,454   
|Accrued expenses                                                                                                     |  |                   | 486,014   |   |                   |   | 476,351  
|Current liabilities of discontinued operations                                                                       |  |                   | 3,808     |   |                   |   | 2,943    
|                                                                                                                     |  |                   |           |   |                   |   |          
|Total current liabilities                                                                                            |  |                   | 931,286   |   |                   |   | 933,520  
|Pension and other post-retirement benefits                                                                           |  |                   | 233,677   |   |                   |   | 234,659  
|Long-term borrowings                                                                                                 |  |                   | 1,069,451 |   |                   |   | 1,046,942
|Long-term payables  related parties                                                                                 |  |                   | 31,101    |   |                   |   | 29,480   
|Deferred income taxes                                                                                                |  |                   | 89,867    |   |                   |   | 56,132   
|Other liabilities                                                                                                    |  |                   | 118,655   |   |                   |   | 52,945   
|Noncurrent liabilities of discontinued operations                                                                    |  |                   | 4,225     |   |                   |   | 4,423    
|                                                                                                                     |  |                   |           |   |                   |   |          
|Total liabilities                                                                                                    |  |                   | 2,478,262 |   |                   |   | 2,358,101
|Commitments and contingencies                                                                                        |  |                   |           |   |                   |   |          
|Stockholders equity:                                                                                                |  |                   |           |   |                   |   |          
|Common stock  $1.00 par value; 200,000 shares authorized; 24,422 shares issued and outstanding                      |  |                   | 24        |   |                   |   | 24       
|Class A 8% cumulative preferred stock  $100.00 par value; 1,000 shares authorized; no shares issued and outstanding |  |                   |          |   |                   |   |         
|Class B 8% cumulative preferred stock  $100.00 par value; 1,000 shares authorized; no shares issued and outstanding |  |                   |          |   |                   |   |         
|Capital in excess of par value                                                                                       |  |                   | 743,698   |   |                   |   | 743,183  
|Retained earnings (deficit)                                                                                          |  |                   | (80,933   | ) |                   |   | 26,610   
|Accumulated other comprehensive income                                                                               |  |                   | 295,478   |   |                   |   | 174,854  
|                                                                                                                     |  |                   |           |   |                   |   |          
|Total stockholders equity                                                                                           |  |                   | 958,267   |   |                   |   | 944,671  
|                                                                                                                     |  |                   |           |   |                   |   |          
|Total liabilities and stockholders equity                                                                           |  | $                 | 3,436,529 |   |                   | $ | 3,302,772
|                                                                                                                     |  |                   |           |   |                   |   |          

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



F-3



---

##### Table of Contents

JOHNSONDIVERSEY, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(dollars in thousands)



|                                                                                           |  |                   |           |   |                   |   |           |                   |  |   |           |  
|------------------------------------------------------------------------------------------ |  | ----------------- | --------- | - | ----------------- | - | --------- | ----------------- |  | - | --------- | -
|                                                                                           |  | Fiscal Year Ended |          
|                                                                                           |  | December 28, 2007 |           |   | December 29, 2006 |   |           | December 30, 2005 | 
|Net sales:                                                                                 |  |                   |           |   |                   |   |           |                   |  |   |           |  
|Net product and service sales                                                              |  | $                 | 3,038,120 |   |                   | $ | 2,842,737 |                   |  | $ | 2,854,417 |  
|Sales agency fee income                                                                    |  |                   | 91,928    |   |                   |   | 85,516    |                   |  |   | 94,105    |  
|                                                                                           |  |                   |           |   |                   |   |           |                   |  |   |           |  
|                                                                                           |  |                   | 3,130,048 |   |                   |   | 2,928,253 |                   |  |   | 2,948,522 |  
|Cost of sales                                                                              |  |                   | 1,802,086 |   |                   |   | 1,702,784 |                   |  |   | 1,691,903 |  
|                                                                                           |  |                   |           |   |                   |   |           |                   |  |   |           |  
|Gross profit                                                                               |  |                   | 1,327,962 |   |                   |   | 1,225,469 |                   |  |   | 1,256,619 |  
|Selling, general and administrative expenses                                               |  |                   | 1,154,734 |   |                   |   | 1,159,242 |                   |  |   | 1,104,940 |  
|Research and development expenses                                                          |  |                   | 68,018    |   |                   |   | 60,526    |                   |  |   | 56,533    |  
|Restructuring expenses                                                                     |  |                   | 27,165    |   |                   |   | 114,787   |                   |  |   | 17,677    |  
|                                                                                           |  |                   |           |   |                   |   |           |                   |  |   |           |  
|Operating profit (loss)                                                                    |  |                   | 78,045    |   |                   |   | (109,086  | )                 |  |   | 77,469    |  
|Other (income) expense:                                                                    |  |                   |           |   |                   |   |           |                   |  |   |           |  
|Interest expense                                                                           |  |                   | 106,603   |   |                   |   | 120,578   |                   |  |   | 142,853   |  
|Interest income                                                                            |  |                   | (10,043   | ) |                   |   | (12,995   | )                 |  |   | (8,856    | )
|Other (income) expense, net                                                                |  |                   | (796      | ) |                   |   | 5,232     |                   |  |   | 960       |  
|                                                                                           |  |                   |           |   |                   |   |           |                   |  |   |           |  
|Loss from continuing operations before income taxes and minority interests                 |  |                   | (17,719   | ) |                   |   | (221,901  | )                 |  |   | (57,488   | )
|Income tax (benefit) provision                                                             |  |                   | 70,037    |   |                   |   | (87,085   | )                 |  |   | 138,828   |  
|                                                                                           |  |                   |           |   |                   |   |           |                   |  |   |           |  
|Loss from continuing operations before minority interests                                  |  |                   | (87,756   | ) |                   |   | (134,816  | )                 |  |   | (196,316  | )
|Minority interests in net income (loss) of subsidiaries                                    |  |                   |          |   |                   |   | 25        |                   |  |   | (65       | )
|                                                                                           |  |                   |           |   |                   |   |           |                   |  |   |           |  
|Loss from continuing operations                                                            |  |                   | (87,756   | ) |                   |   | (134,841  | )                 |  |   | (196,251  | )
|Income from discontinued operations, net of income taxes of ($1,226), $127,695 and $13,267 |  |                   | 1,125     |   |                   |   | 253,123   |                   |  |   | 29,654    |  
|                                                                                           |  |                   |           |   |                   |   |           |                   |  |   |           |  
|Net income (loss)                                                                          |  | $                 | (86,631   | ) |                   | $ | 118,282   |                   |  | $ | (166,597  | )
|                                                                                           |  |                   |           |   |                   |   |           |                   |  |   |           |  

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



F-4



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##### Table of Contents

JOHNSONDIVERSEY, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY

(dollars in thousands)



|                                                           |  |                            |          |   |             |   |                              |  |                           |         |  |                                            |          |   |                               |   |          |                          |  |   |      |   |  |   |           |  
|---------------------------------------------------------- |  | -------------------------- | -------- | - | ----------- | - | ---------------------------- |  | ------------------------- | ------- |  | ------------------------------------------ | -------- | - | ----------------------------- | - | -------- | ------------------------ |  | - | ---- | - |  | - | --------- | -
|                                                           |  | ComprehensiveIncome/(Loss) |          |   | CommonStock |   | Capital inExcess ofPar Value |  | RetainedEarnings(Deficit) |         |  | AccumulatedOtherComprehensiveIncome/(Loss) |          |   | NotesReceivablefromManagement |   |          | TotalStockholdersEquity | 
|Balance, December 31, 2004                                 |  |                            |          |   |             | $ | 24                           |  | $                         | 737,610 |  | $                                          | 115,551  |   |                               | $ | 192,981  |                          |  | $ | (341 | ) |  | $ | 1,045,825 |  
|Comprehensive income (loss)                               |  |                            |          |   |             |   |                              |  |                           |         |  |                                            |          |   |                               |   |          |                          |  |   |      |   |  |   |           |  
|Net income                                                 |  | $                          | (166,597 | ) |             |   |                             |  |                           |        |  |                                            | (166,597 | ) |                               |   |         |                          |  |   |     |   |  |   | (166,597  | )
|Foreign currency translation adjustments, net of tax       |  |                            | (115,110 | ) |             |   |                             |  |                           |        |  |                                            |         |   |                               |   | (115,110 | )                        |  |   |     |   |  |   | (115,110  | )
|Unrealized gains on derivatives, net of tax                |  |                            | 10,953   |   |             |   |                             |  |                           |        |  |                                            |         |   |                               |   | 10,953   |                          |  |   |     |   |  |   | 10,953    |  
|Adjustment to minimum pension liability, net of tax        |  |                            | (11,049  | ) |             |   |                             |  |                           |        |  |                                            |         |   |                               |   | (11,049  | )                        |  |   |     |   |  |   | (11,049   | )
|                                                           |  |                            |          |   |             |   |                              |  |                           |         |  |                                            |          |   |                               |   |          |                          |  |   |      |   |  |   |           |  
|Total comprehensive loss                                   |  | $                          | (281,803 | ) |             |   |                              |  |                           |         |  |                                            |          |   |                               |   |          |                          |  |   |      |   |  |   |           |  
|                                                           |  |                            |          |   |             |   |                              |  |                           |         |  |                                            |          |   |                               |   |          |                          |  |   |      |   |  |   |           |  
|Capital contributions                                      |  |                            |          |   |             |   |                             |  |                           | 5,180   |  |                                            |         |   |                               |   |         |                          |  |   |     |   |  |   | 5,180     |  
|Dividends declared                                         |  |                            |          |   |             |   |                             |  |                           |        |  |                                            | (40,505  | ) |                               |   |         |                          |  |   |     |   |  |   | (40,505   | )
|Principal payments on notes receivable from management     |  |                            |          |   |             |   |                             |  |                           |        |  |                                            |         |   |                               |   |         |                          |  |   | 153  |   |  |   | 153       |  
|Forgiveness of portion of notes receivable from management |  |                            |          |   |             |   |                             |  |                           |        |  |                                            |         |   |                               |   |         |                          |  |   | (672 | ) |  |   | (672      | )
|                                                           |  |                            |          |   |             |   |                              |  |                           |         |  |                                            |          |   |                               |   |          |                          |  |   |      |   |  |   |           |  
|Balance, December 30, 2005                                 |  |                            |          |   |             | $ | 24                           |  | $                         | 742,790 |  | $                                          | (91,551  | ) |                               | $ | 77,775   |                          |  | $ | (860 | ) |  | $ | 728,178   |  
|Comprehensive income (loss)                               |  |                            |          |   |             |   |                              |  |                           |         |  |                                            |          |   |                               |   |          |                          |  |   |      |   |  |   |           |  
|Net income                                                 |  | $                          | 118,282  |   |             |   |                             |  |                           |        |  |                                            | 118,282  |   |                               |   |         |                          |  |   |     |   |  |   | 118,282   |  
|Foreign currency translation adjustments, net of tax       |  |                            | 77,844   |   |             |   |                             |  |                           |        |  |                                            |         |   |                               |   | 77,844   |                          |  |   |     |   |  |   | 77,844    |  
|Unrealized losses on derivatives, net of tax               |  |                            | (212     | ) |             |   |                             |  |                           |        |  |                                            |         |   |                               |   | (212     | )                        |  |   |     |   |  |   | (212      | )
|Adjustment to minimum pension liability, net of tax        |  |                            | 19,447   |   |             |   |                             |  |                           |        |  |                                            |         |   |                               |   | 19,447   |                          |  |   |     |   |  |   | 19,447    |  
|                                                           |  |                            |          |   |             |   |                              |  |                           |         |  |                                            |          |   |                               |   |          |                          |  |   |      |   |  |   |           |  
|Total comprehensive income                                 |  | $                          | 215,361  |   |             |   |                              |  |                           |         |  |                                            |          |   |                               |   |          |                          |  |   |      |   |  |   |           |  
|                                                           |  |                            |          |   |             |   |                              |  |                           |         |  |                                            |          |   |                               |   |          |                          |  |   |      |   |  |   |           |  
|Capital contributions                                      |  |                            |          |   |             |   |                             |  |                           | 393     |  |                                            |         |   |                               |   |         |                          |  |   |     |   |  |   | 393       |  
|Dividends declared                                         |  |                            |          |   |             |   |                             |  |                           |        |  |                                            | (121     | ) |                               |   |         |                          |  |   |     |   |  |   | (121      | )
|Principal payments on notes receivable from management     |  |                            |          |   |             |   |                             |  |                           |        |  |                                            |         |   |                               |   |         |                          |  |   | 860  |   |  |   | 860       |  
|                                                           |  |                            |          |   |             |   |                              |  |                           |         |  |                                            |          |   |                               |   |          |                          |  |   |      |   |  |   |           |  
|Balance, December 29, 2006                                 |  |                            |          |   |             | $ | 24                           |  | $                         | 743,183 |  | $                                          | 26,610   |   |                               | $ | 174,854  |                          |  | $ |     |   |  | $ | 944,671   |  
|Comprehensive income (loss)                               |  |                            |          |   |             |   |                              |  |                           |         |  |                                            |          |   |                               |   |          |                          |  |   |      |   |  |   |           |  
|Net loss                                                   |  | $                          | (86,631  | ) |             |   |                             |  |                           |        |  |                                            | (86,631  | ) |                               |   |         |                          |  |   |     |   |  |   | (86,631   | )
|Foreign currency translation adjustments, net of tax       |  |                            | 132,248  |   |             |   |                             |  |                           |        |  |                                            |         |   |                               |   | 132,248  |                          |  |   |     |   |  |   | 132,248   |  
|Unrealized losses on derivatives, net of tax               |  |                            | (1,924   | ) |             |   |                             |  |                           |        |  |                                            |         |   |                               |   | (1,924   | )                        |  |   |     |   |  |   | (1,924    | )
|Adjustment to minimum pension liability, net of tax        |  |                            | 36,400   |   |             |   |                             |  |                           |        |  |                                            |         |   |                               |   | 36,400   |                          |  |   |     |   |  |   | 36,400    |  
|                                                           |  |                            |          |   |             |   |                              |  |                           |         |  |                                            |          |   |                               |   |          |                          |  |   |      |   |  |   |           |  
|Total comprehensive income                                 |  | $                          | 82,193   |   |             |   |                              |  |                           |         |  |                                            |          |   |                               |   |          |                          |  |   |      |   |  |   |           |  
|                                                           |  |                            |          |   |             |   |                              |  |                           |         |  |                                            |          |   |                               |   |          |                          |  |   |      |   |  |   |           |  
|Capital contributions                                      |  |                            |          |   |             |   |                             |  |                           | 515     |  |                                            |         |   |                               |   |         |                          |  |   |     |   |  |   | 515       |  
|Dividends declared                                         |  |                            |          |   |             |   |                             |  |                           |        |  |                                            | (21,754  | ) |                               |   |         |                          |  |   |     |   |  |   | (21,754   | )
|FIN 48 opening balance sheet adjustment                    |  |                            |          |   |             |   |                             |  |                           |        |  |                                            | 842      |   |                               |   |         |                          |  |   |     |   |  |   | 842       |  
|Adjustment to adopt FAS 158, net of tax of ($1,270)        |  |                            |          |   |             |   |                             |  |                           |        |  |                                            |         |   |                               |   | (46,100  | )                        |  |   |     |   |  |   | (46,100   | )
|                                                           |  |                            |          |   |             |   |                              |  |                           |         |  |                                            |          |   |                               |   |          |                          |  |   |      |   |  |   |           |  
|Balance, December 28, 2007                                 |  |                            |          |   |             | $ | 24                           |  | $                         | 743,698 |  | $                                          | (80,933  | ) |                               | $ | 295,478  |                          |  | $ |     |   |  | $ | 960,367   |  
|                                                           |  |                            |          |   |             |   |                              |  |                           |         |  |                                            |          |   |                               |   |          |                          |  |   |      |   |  |   |           |  

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



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JOHNSONDIVERSEY, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(dollars in thousands)



|                                                                                                             |  |                   |          |   |                   |   |          |                   |  |   |          |  
|------------------------------------------------------------------------------------------------------------ |  | ----------------- | -------- | - | ----------------- | - | -------- | ----------------- |  | - | -------- | -
|                                                                                                             |  | Fiscal Year Ended |         
|                                                                                                             |  | December 28, 2007 |          |   | December 29, 2006 |   |          | December 30, 2005 | 
|Cash flows from operating activities:                                                                        |  |                   |          |   |                   |   |          |                   |  |   |          |  
|Net income (loss)                                                                                            |  | $                 | (86,631  | ) |                   | $ | 118,282  |                   |  | $ | (166,597 | )
|Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities           |  |                   |          |   |                   |   |          |                   |  |   |          |  
|Depreciation and amortization                                                                                |  |                   | 128,981  |   |                   |   | 148,016  |                   |  |   | 149,842  |  
|Amortization of intangibles                                                                                  |  |                   | 27,765   |   |                   |   | 50,394   |                   |  |   | 33,606   |  
|Amortization of debt issuance costs                                                                          |  |                   | 4,747    |   |                   |   | 5,848    |                   |  |   | 28,738   |  
|Interest accrued on long-term receivables- related parties                                                   |  |                   | (2,583   | ) |                   |   | (2,464   | )                 |  |   | (3,317   | )
|Deferred income taxes                                                                                        |  |                   | 41,618   |   |                   |   | (10,395  | )                 |  |   | 157,983  |  
|(Gain) loss on disposal of discontinued operations                                                           |  |                   | 84       |   |                   |   | (236,527 | )                 |  |   | (4,000   | )
|Loss from divestitures                                                                                       |  |                   | 454      |   |                   |   | 1,553    |                   |  |   | 3,333    |  
|(Gain) loss on property, plant and equipment disposals                                                       |  |                   | (4,218   | ) |                   |   | 581      |                   |  |   | 5,715    |  
|Compensation costs associated with cancellation of long-term incentive plan                                  |  |                   |         |   |                   |   | 393      |                   |  |   | 5,136    |  
|Other                                                                                                        |  |                   | 16,340   |   |                   |   | 12,896   |                   |  |   | 847      |  
|Changes in operating assets and liabilities, net of effects from acquisitions and divestitures of businesses |  |                   |          |   |                   |   |          |                   |  |   |          |  
|Accounts receivable securitization                                                                           |  |                   | (10,400  | ) |                   |   | (47,000  | )                 |  |   | (19,000  | )
|Accounts receivable                                                                                          |  |                   | (38,687  | ) |                   |   | (21,955  | )                 |  |   | (2,329   | )
|Inventories                                                                                                  |  |                   | (7,118   | ) |                   |   | (9,056   | )                 |  |   | (22,967  | )
|Other current assets                                                                                         |  |                   | (5,727   | ) |                   |   | 19,839   |                   |  |   | (23,077  | )
|Other assets                                                                                                 |  |                   | (18,540  | ) |                   |   | 13,415   |                   |  |   | 2,765    |  
|Accounts payable and accrued expenses                                                                        |  |                   | (4,697   | ) |                   |   | (23,974  | )                 |  |   | (14,269  | )
|Other liabilities                                                                                            |  |                   | (8,092   | ) |                   |   | (26,338  | )                 |  |   | 2,761    |  
|                                                                                                             |  |                   |          |   |                   |   |          |                   |  |   |          |  
|Net cash provided by (used in) operating activities                                                          |  |                   | 33,296   |   |                   |   | (6,492   | )                 |  |   | 135,170  |  
|Cash flows from investing activities:                                                                        |  |                   |          |   |                   |   |          |                   |  |   |          |  
|Capital expenditures                                                                                         |  |                   | (103,075 | ) |                   |   | (85,581  | )                 |  |   | (73,381  | )
|Expenditures for capitalized computer software                                                               |  |                   | (8,084   | ) |                   |   | (7,800   | )                 |  |   | (18,788  | )
|Proceeds from property, plant and equipment disposals                                                        |  |                   | 11,083   |   |                   |   | 6,207    |                   |  |   | 3,310    |  
|Acquisitions of businesses and other intangibles                                                             |  |                   | (4,081   | ) |                   |   | (11,600  | )                 |  |   | (6,114   | )
|Net proceeds from divestiture of businesses                                                                  |  |                   | 1,795    |   |                   |   | 489,602  |                   |  |   | 23,383   |  
|                                                                                                             |  |                   |          |   |                   |   |          |                   |  |   |          |  
|Net cash provided by (used in) investing activities                                                          |  |                   | (102,362 | ) |                   |   | 390,828  |                   |  |   | (71,590  | )
|Cash flows from financing activities:                                                                        |  |                   |          |   |                   |   |          |                   |  |   |          |  
|Repayments of short-term borrowings, net                                                                     |  |                   | (20,702  | ) |                   |   | (9,858   | )                 |  |   | (39,431  | )
|Proceeds from long-term borrowings                                                                           |  |                   |         |   |                   |   | 100,000  |                   |  |   | 453,222  |  
|Repayments of long-term borrowings                                                                           |  |                   | (13,016  | ) |                   |   | (433,564 | )                 |  |   | (291,399 | )
|Payment of debt issuance costs                                                                               |  |                   | (500     | ) |                   |   |         |                   |  |   | (7,235   | )
|Dividends paid                                                                                               |  |                   | (21,754  | ) |                   |   | (49      | )                 |  |   | (40,439  | )
|                                                                                                             |  |                   |          |   |                   |   |          |                   |  |   |          |  
|Net cash provided by (used in) financing activities                                                          |  |                   | (55,972  | ) |                   |   | (343,471 | )                 |  |   | 74,718   |  
|Effect of exchange rate changes on cash and cash equivalents                                                 |  |                   | 13,796   |   |                   |   | 5,434    |                   |  |   | (4,328   | )
|                                                                                                             |  |                   |          |   |                   |   |          |                   |  |   |          |  
|Change in cash and cash equivalents                                                                          |  |                   | (111,242 | ) |                   |   | 46,299   |                   |  |   | 133,970  |  
|Beginning balance1                                                                                           |  |                   | 208,313  |   |                   |   | 162,014  |                   |  |   | 28,044   |  
|                                                                                                             |  |                   |          |   |                   |   |          |                   |  |   |          |  
|Ending balance1                                                                                              |  | $                 | 97,071   |   |                   | $ | 208,313  |                   |  | $ | 162,014  |  
|                                                                                                             |  |                   |          |   |                   |   |          |                   |  |   |          |  
|Supplemental cash flows information                                                                          |  |                   |          |   |                   |   |          |                   |  |   |          |  
|Cash paid during the year:                                                                                   |  |                   |          |   |                   |   |          |                   |  |   |          |  
|Interest                                                                                                     |  | $                 | 93,415   |   |                   | $ | 109,960  |                   |  | $ | 101,708  |  
|Income taxes                                                                                                 |  |                   | 30,321   |   |                   |   | 41,722   |                   |  |   | 27,067   |  
|Non-cash financing activities:                                                                               |  |                   |          |   |                   |   |          |                   |  |   |          |  
|Contribution from JohnsonDiversey Holdings, Inc. associated with cancellation of long-term incentive plan    |  | $                 |         |   |                   | $ | 393      |                   |  | $ | 5,136    |  



|1 | Includes cash and cash equivalents for discontinued operations of $3,828 at December 30, 2005.
|- | ----------------------------------------------------------------------------------------------

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



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JOHNSONDIVERSEY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 28, 2007

(currencies
in thousands)



|(1) | Description of the Company
|--- | --------------------------

JohnsonDiversey, Inc.
(the Company) is a leading global marketer and manufacturer of cleaning, hygiene, operational efficiency and appearance enhancing products, equipment and related services for the institutional and industrial cleaning and sanitation
market.

Prior to November 5, 1999, the Company was a wholly owned subsidiary of S.C. Johnson & Son, Inc. (SCJ).
On November 5, 1999, ownership of the Company, including all of its assets and liabilities, was spun-off in a tax-free reorganization. In connection with the spin-off, Commercial Markets Holdco, Inc. (Holdco) obtained substantially
all of the shares of the Company from SCJ.

Prior to May 3, 2002, Holdco contributed its shares in the Company to Johnson Professional
Holdings, Inc., a wholly owned subsidiary of Holdco.

On May 3, 2002, the Company acquired the DiverseyLever business from Conopco,
Inc., a subsidiary of Unilever N.V. and Unilever PLC (together, Unilever). At the closing of the acquisition, the Company changed its name to JohnsonDiversey, Inc., and Johnson Professional Holdings, Inc. changed its name to
JohnsonDiversey Holdings, Inc. (Holdings). In connection with the acquisition, Unilever acquired a 33 1/3% interest in Holdings, with the remaining 66 2/3% continuing to be held by Holdco.

The Companys financial results include the discontinued operations of the former Polymer Business segment; a global marketer and manufacturer of
polymer intermediates, which was divested on June 30, 2006 (see Note 7).

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 the Chemical Methods Associates subsidiary (CMA), the former Polymer Business segment, and
Whitmire Micro-Gen Research Laboratories, Inc. (Whitmire) (see Note 7).



|(2) | Summary of Significant Accounting Policies
|--- | ------------------------------------------

Principles of
Consolidation

The consolidated financial statements include the accounts of the Company and all of its majority owned and controlled
subsidiaries and are prepared in conformity with accounting principles generally accepted in the United States (U.S. GAAP). All significant intercompany accounts and transactions have been eliminated. 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 and 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. Actual results could differ from those estimates.

Year-End

Operations included 52 weeks in the fiscal years ended December 28, 2007, December 29, 2006 and December 30, 2005.

Revenue Recognition

Revenues are recognized when all
the following criteria are met: persuasive evidence of an arrangement exists; delivery has occurred or ownership has transferred to the customer; the price to the customer is fixed and determinable; and collectibility is reasonably assured. Revenues
are reflected in the consolidated statements of operations net of taxes collected from customers and remitted to governmental authorities.



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In arriving at net sales, we estimate the amounts of sales deductions likely to be earned by customers in
conjunction with incentive programs such as volume rebates and other discounts. Such estimates are based on written agreements and historical trends and are reviewed periodically for possible revision based on changes in facts and circumstances.

On May 3, 2002, the Company acquired the DiverseyLever business. The Company did not acquire the Unilever consumer branded business
of DiverseyLever. Prior to the acquisition, Unilevers consumer brand products were sold, directly or indirectly, by DiverseyLever to institutional and industrial end users. In connection with the acquisition, the Company entered into a sales
agency agreement with Unilever relating to these products.

Under the sales agency agreement, the Company acts as Unilevers sales
agent for the sale of its consumer brand products to institutional and industrial end-users in most countries where DiverseyLever conducted its business prior to the acquisition. In exchange for the Companys sales agency services, which
include sales, collection and after-sales technical support and customer care, the Company is paid an agency fee. Sales agency fee income is recognized based on a percentage of the net proceeds of sales of Unilever consumer brand products. Expenses
incurred pursuant to sales agency services are recorded as selling, general and administrative expenses, unless they relate to distribution, in which case they are recorded as cost of goods sold (see Note 3).

Customer Rebates and Discounts

Rebates and discounts
granted to customers are accounted for on an accrual basis as a reduction in net sales in the period in which the related sales are recognized.

Volume rebates are supported by customer contracts, which typically extend over two- to five-year periods. In the case where rebate rates are not contractually fixed, the rates used in the calculation of accruals are estimated based on
forecasted annual volumes.

Accrued customer rebates and discounts, which are included within accrued expenses on the consolidated balance
sheets, were $122,466 and $93,154 at December 28, 2007 and December 29, 2006, respectively.

Cost of Sales

Cost of sales includes material costs, packaging costs, production costs, distribution costs, including shipping and handling costs, and other factory
overhead costs.

Selling, General and Administrative Expenses

Selling expenses include advertising and promotion costs, marketing and sales overhead costs. General and administrative expenses include other administrative and general overhead costs.

Advertising Costs

The Company expenses advertising
costs as incurred. Total advertising expense was $1,687, $1,640 and $2,313 for the fiscal years ended December 28, 2007, December 29, 2006 and December 30, 2005, respectively.

Cash and Cash Equivalents

The Company considers all
highly liquid investments, with maturities of 90 days or less at the date of purchase, to be cash equivalents. The cost of cash equivalents approximates fair value due to the short-term nature of the investments.

Accounts Receivable

The Company does not require
collateral on sales and evaluates the collectibility of its accounts receivable based on a number of factors. For accounts substantially past due, an allowance for doubtful accounts is recorded based on a customers ability and



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likelihood to pay based on managements review of the facts. In addition, the Company considers the need for allowance based on the length of time
receivables are past due compared to its historical experience. The Company writes off accounts receivable when the Company determines that the accounts receivable are uncollectible, typically upon customer bankruptcy or the customers
non-response to continuous collection efforts.

Inventories

Inventories are carried at the lower of cost or market. As of December 28, 2007 and December 29, 2006, the cost of certain domestic inventories determined by the last-in, first-out (LIFO) method
was $48,531 and $46,319, respectively. This represented 16.7% and 17.5% of total inventories, respectively. For the balance of the Companys inventories, cost is determined using the first-in, first-out (FIFO) method. If the FIFO
method of accounting had been used for all inventories, they would have been $4,043 and $3,971 higher than reported at December 28, 2007 and December 29, 2006, respectively. The components of inventory are as follows:



|                             |  |                   |         |                   |   |        
|---------------------------- |  | ----------------- | ------- | ----------------- | - | -------
|                             |  | December 28, 2007 |         | December 29, 2006
|Raw materials and containers |  | $                 | 71,367  |                   | $ | 59,530 
|Finished goods               |  |                   | 214,929 |                   |   | 201,485
|                             |  |                   |         |                   |   |        
|Total inventories            |  | $                 | 286,296 |                   | $ | 261,015
|                             |  |                   |         |                   |   |        

Property, Plant and Equipment

Property, plant and equipment are recorded at cost. Major replacements and improvements are capitalized, while maintenance and repairs which do not improve or extend the life of the respective assets are expensed as
incurred. Depreciation is generally computed using the straight-line method over the estimated useful lives of the assets, which typically range from 20-40 years for buildings, 3-14 years for machinery and equipment, and 5-20 years for improvements.

When properties are disposed of, the related costs and accumulated depreciation are removed from the respective accounts, and any gain or
loss on disposition is typically reflected in selling, general and administrative expense.

Capitalized Software

The Company capitalizes both internal and external costs to develop computer software for internal use. These costs are accounted for under the provisions
of Statement of Position (SOP) 98-1, Accounting for the Costs of Computer Software Developed or Obtained for Internal Use. SOP 98-1 permits the capitalization of certain costs, including internal payroll costs,
incurred in connection with the development or acquisition of software for internal use. Accordingly, certain costs of this internal-use software are capitalized beginning at the software application development phase.

Capitalized software costs are amortized using the straight-line method over the expected useful life of the software, which is generally five years.

Goodwill

Goodwill represents the
excess of the purchase price over fair value of identifiable net assets acquired from business acquisitions. In accordance with Statement of Financial Accounting Standards (SFAS) No. 142, Goodwill and Other Intangible
Assets,goodwill is not amortized, but is reviewed for impairment on an annual basis and between annual tests in certain circumstances. The Company conducts its annual impairment test for goodwill at the beginning of the fourth quarter.
Based on our business approach to decision-making, planning and resource allocation, we have determined that we have five reporting units for purposes of evaluating goodwill for impairment, which is aligned with our five geographic segments.
Goodwill balances are typically recorded at the reporting unit level; however, where applicable, balances may be allocated to reporting units based upon geographic alignment. The Company performed the required impairment test for fiscal years 2007
and 2006 and found no impairment of goodwill. There can be no assurance that future goodwill impairment tests will not result in a charge to earnings.



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Other Intangibles

SFAS No. 142 requires purchased intangible assets other than goodwill to be amortized over their useful lives unless those lives are determined to be indefinite. Purchased intangible assets are carried at cost
less accumulated amortization. Definite-lived intangible assets, which primarily include customer lists, contractual arrangements, trademarks, patents and licenses, have been assigned an estimated finite life and are amortized on a straight-line
basis over periods ranging from 1 to 37 years. Indefinite-lived intangible assets, which primarily include trademarks, are evaluated annually for impairment and between annual tests in certain circumstances. The Company conducts its annual
impairment test for indefinite-lived intangible assets at the beginning of the fourth quarter. The Company performed required impairment tests for fiscal years 2007, 2006 and 2005, recording charges $179, $183 and $679, respectively, to selling,
general and administrative expenses in the consolidated statements of operations. None of the charges related to restructuring activities. There can be no assurance that future indefinite-lived intangible asset impairment tests will not result in a
charge to earnings.

Impairment of Long-Lived Assets

Property, plant and equipment and other long-term assets, including amortizable intangible assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be
recoverable. If the sum of the expected undiscounted cash flows is less than the carrying value of the related asset or group of assets, a loss is recognized for the difference between the fair value and carrying value of the asset or group of
assets. Such analyses necessarily involve significant judgment. In fiscal years 2007, 2006 and 2005, the Company recorded impairment charges of $12,774, $41,772 and $4,180, respectively, to selling, general and administrative expenses in the
consolidated statements of operations. In fiscal year 2007 and 2006, all impairment charges were associated with the Companys restructuring activities and are summarized as follows:



|                                         |  |               |        |                  |               |                                 |                      
|---------------------------------------- |  | ------------- | ------ | ---------------- | ------------- | ------------------------------- | ---------------------
|Impaired Asset Type                      |  | Amountof loss |        | Business segment |               | Method for determing fair value
|Fiscal Year 2007                         |  |               |        |                  |               |                                 |                      
|Manufacturing facility and equipment     |  | $             | 3,454  |                  | Europe        |                                 | Market price         
|Capitalized software                     |  |               | 2,745  |                  | Corporate     |                                 | Market price         
|Fixed assets                             |  |               | 1,603  |                  | Corporate     |                                 | Market price         
|Manufacturing facility and equipment     |  |               | 1,462  |                  | Japan         |                                 | Market price         
|Customer list and non-compete intangible |  |               | 1,308  |                  | North America |                                 | Market price         
|Land and building                        |  |               | 1,128  |                  | North America |                                 | Market price         
|Other long-lived assets                  |  |               | 1,074  |                  |               |                                 |                      
|                                         |  |               |        |                  |               |                                 |                      
|                                         |  | $             | 12,774 |                  |               |                                 |                      
|                                         |  |               |        |                  |               |                                 |                      
|                                         |  |               |       
|Fiscal Year 2006                         |  |               |        |                  |               |                                 |                      
|Customer List Intangible                 |  | $             | 20,563 |                  | North America |                                 | Discounted cash flows
|Dosing Equipment                         |  |               | 7,703  |                  | North America |                                 | Market price         
|Manufacturing Facility                   |  |               | 5,927  |                  | North America |                                 | Market price         
|Manufacturing Facility                   |  |               | 3,814  |                  | Europe        |                                 | Discounted cash flows
|Other long-lived assets                  |  |               | 3,765  |                  |               |                                 |                      
|                                         |  |               |        |                  |               |                                 |                      
|                                         |  | $             | 41,772 |                  |               |                                 |                      
|                                         |  |               |        |                  |               |                                 |                      

Accrued Employee-Related Expenses

The Company accrues employee costs relating to payroll, payroll taxes, vacation, bonuses and incentives when earned. Such accruals were $179,856 and
$151,879 as of December 28, 2007 and December 29, 2006, respectively.



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Environmental Remediation Costs

The Company accrues for losses associated with environmental remediation obligations when such losses are probable and reasonably estimable. Recoveries of environmental remediation costs from other parties are
recorded as assets when their receipt is deemed probable. The accruals are adjusted as further information becomes available or circumstances change.

Foreign Currency Translations and Transactions

The functional currency of the Companys foreign subsidiaries is
generally the local currency. Accordingly, balance sheet accounts are translated using the exchange rates in effect at the respective balance sheet dates and income statement amounts are translated using the monthly weighted-average exchange rates
for the periods presented. The aggregate effects of the resulting translation adjustments are included in accumulated other comprehensive income (see Note 25).

Gains and losses resulting from foreign currency transactions are generally recorded as a component of other (income) expense, net (see Note 16).

Stock-Based Compensation

In December 2004, the Financial Accounting Standards Board
(FASB) issued SFAS No. 123 (revised 2004), Share-Based Payments (SFAS No. 123R). SFAS No. 123R replaces SFAS No. 123, Accounting for Stock-Based Compensation,
supersedes APB Opinion No. 25, Accounting for Stock Issued to Employees, and amends FASB Statement No. 95, Statement of Cash Flows (SFAS No. 95). Generally, the approach under SFAS
No. 123R is similar to the approach described in SFAS No. 123. However, SFAS No. 123R requires all share-based payments to employees, including grants of employee stock options, to be recognized in the statements of operations based
on their fair values. Pro forma disclosure is no longer an alternative. The Company adopted the provisions of SFAS No. 123R using the modified prospective transition method and recorded additional compensation expense of $628 during the year
ended December 29, 2006. Compensation expense relating to share options is calculated using a binomial lattice methodology over a four-year vesting period.

Derivative Financial Instruments

The Company utilizes certain derivative financial instruments to enhance its ability to
manage foreign currency exposures. Derivative financial instruments are entered into for periods consistent with the related underlying exposures and do not represent positions independent of those exposures. The Company does not enter into forward
foreign currency exchange contracts for speculative purposes. The contracts are entered into with major financial institutions with no credit loss anticipated for the failure of counterparties to perform.

The Company recognizes all derivative financial instruments in the consolidated financial statements at fair value regardless of the purpose or intent
for holding the instrument. Changes in the fair value of derivative financial instruments are either recognized periodically in the consolidated statements of operations or in stockholders equity as a component of comprehensive income or loss
depending on whether the derivative financial instrument qualifies for hedge accounting, and if so, whether it qualifies as a fair value hedge or cash flow hedge. Generally, changes in fair values of derivatives accounted for as fair value hedges
are recorded in the consolidated statements of operations along with the portions of the changes in the fair values of the hedged items that relate to the hedged risks. Changes in fair values of derivatives accounted for as cash flow hedges, to the
extent they are effective as hedges, are recorded in other comprehensive income or loss, net of deferred taxes. Hedge ineffectiveness to the extent that elements of the hedges are ineffective, changes in fair values will be reported in the
consolidated statement of operations. Hedge ineffectiveness was insignificant for all periods reported. Changes in fair value of derivatives not qualifying as hedges are reported in the consolidated statements of operations.

Reclassifications

The Company reclassified $5,778 of
certain compensation related accruals from accrued expenses to other liabilities in its December 29, 2006 consolidated balance sheet.



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Certain other prior period amounts have been reclassified to conform to the 2007 presentation. None of
these reclassifications affected the Companys net income and none are considered material to the Companys consolidated financial position, results of operations or cash flows.

New Accounting Pronouncements

In December 2007, the
FASB issued SFAS No. 141(R), Business Combinations (SFAS No. 141(R)), which replaces SFAS No. 141, Business Combinations. SFAS No. 141(R) retains the underlying concepts of SFAS
No. 141 in that all business combinations are still required to be accounted for at fair value under the acquisition method of accounting, but SFAS No. 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 No. 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 No. 141(R) amends SFAS No. 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 No. 141(R) would also apply the provisions of SFAS No. 141(R). Early adoption is not permitted. The provisions of SFAS
No. 141(R) are effective for the fiscal year beginning on or after December 15, 2008, which for the Company is fiscal year 2009. We are currently evaluating the impact of the provisions of SFAS No. 141(R).

In December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in Consolidated Financial Statements (SFAS
No. 160), an amendment of ARB No. 51. SFAS No. 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 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 No. 160 are effective for the fiscal year beginning
on or after December 15, 2008, which for the Company is fiscal year 2009. We are currently evaluating the impact of the provisions of SFAS No. 160.

In January 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities  Including an amendment of FASB Statement No. 115 (SFAS
No. 159). SFAS No. 159 is intended to improve financial reporting by providing entities with the opportunity to mitigate volatility in reported earnings caused by measuring related assets and liabilities differently without having to
apply complex hedge accounting provisions. It also establishes presentation and disclosure requirements designed to facilitate comparisons between entities that choose different measurement attributes for similar types of assets and liabilities. The
statement does not affect any existing accounting literature that requires certain assets and liabilities to be carried at fair value, and it does not establish requirements for recognizing dividend income, interest income or interest expense. It
also does not eliminate disclosure requirements included in other accounting standards. The provisions of SFAS No. 159 are effective for the fiscal year beginning after November 15, 2007, which for the Company is its fiscal year 2008. The
adoption of SFAS No. 159 is not expected to have a significant effect on the Companys financial condition, results of operations or cash flows.

In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements (SFAS No. 157). SFAS No. 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. The provisions of SFAS No. 157 are effective for the fiscal year beginning after November 15, 2007, which for the Company
is its fiscal year 2008. The adoption of SFAS No. 157 is not expected to have a significant effect on the Companys financial condition, results of operations or cash flows.

In September 2006, the FASB issued SFAS No. 158, Employers Accounting for Defined Benefit Pension and Other Postretirement
Plans (SFAS 158), an amendment of FASB Statements No. 87, 88, 106, and 132 (R). SFAS No. 158 requires an employer to recognize the over-funded or under-funded status of a defined benefit postretirement plan as an
asset or liability in its



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consolidated balance sheets and to recognize changes in that funded status in the year in which the changes occur through comprehensive income. SFAS
No. 158 does not change the amount of net periodic benefit cost included in net earnings. SFAS No. 158 also requires the measurement of defined benefit plan assets and obligations as of the date of the employers fiscal year-end
consolidated balance sheets (with limited exceptions).

The Company adopted the recognition and disclosure provisions of SFAS No. 158
effective December 28, 2007 (see Note 18), the incremental effects of which are presented in the following table. The adoption of SFAS No. 158 had no effect on our consolidated statement of operations for year ended December 28, 2007.
Had we not been required to adopt SFAS No. 158 at December 28, 2007, we would have recognized an additional minimum liability pursuant to the provision of SFAS No. 87. The effect of recognizing the additional minimum liability is
included in the table below in the column labeled Prior to Adopting SFAS No. 158.



|                                                |  |                              |         |                               |   |         |                                |  |   |        
|----------------------------------------------- |  | ---------------------------- | ------- | ----------------------------- | - | ------- | ------------------------------ |  | - | -------
|                                                |  | Prior toAdopting SFASNo. 158 |         | Effect ofAdopting SFASNo. 158 |   |         | As Reported atDecember 28,2007
|Other intangibles, net                          |  | $                            | 302,311 |                               | $ | (236    | )                              |  | $ | 302,075
|Other assets                                    |  |                              | 116,383 |                               |   | (27,309 | )                              |  |   | 89,074 
|Accrued expenses                                |  |                              | 479,268 |                               |   | 6,746   |                                |  |   | 486,014
|Pension and other post-retirement benefits      |  |                              | 223,138 |                               |   | 10,539  |                                |  |   | 233,677
|Deferred income taxes (non-current liabilities) |  |                              | 91,137  |                               |   | (1,270  | )                              |  |   | 89,867 
|Accumulated other comprehensive income          |  |                              | 341,578 |                               |   | (46,100 | )                              |  |   | 295,478

The requirement to measure plan assets and benefit obligations as of the date of the
employers fiscal year-end consolidated balance sheets will be effective in fiscal year 2008.

In June 2006, the FASB issued FIN
No. 48, Accounting for Uncertainty in Income Taxes, which clarifies the accounting for uncertainty in income taxes recognized in an enterprises financial statements in accordance with SFAS No. 109,
Accounting for Income Taxes. The interpretation prescribes a recognition threshold and measurement attribute criteria for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax
return. See Note 17, Income Taxes, for further discussion.



|(3) | Master Sales Agency and Umbrella Agreements
|--- | -------------------------------------------

Master Sales Agency
Agreement - May 2002

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 brand products to various institutional and industrial end-users. At acquisition,
the Company assigned an intangible value to the Sales Agency Agreement of $13,000, which was fully amortized at May 2007.

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. At various times
during the life of the Sales Agency Agreement, 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, which are
recognized in the consolidated statement of operations over the life of the Sales Agency Agreement. In association with the partial terminations, the Company recognized sales agency fee income of $3,239, $1,101 and $7,737 during fiscal years 2007,
2006 and 2005, respectively.

Umbrella Agreement - October 2007

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



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consumer brand cleaning products. The entities covered by the License Agreement will also enter agreements with Unilever to distribute Unilevers
consumer branded products. The Umbrella becomes effective January 1, 2008, and, unless otherwise terminated or extended, will expire on December 31, 2017.



|(4) | Lease Accounting Adjustment
|--- | ---------------------------

During the first
quarter of 2005, the Company identified inconsistencies in its accounting treatment for equipment leased to a European-based customer. Further analysis concluded that such leases should be accounted for as sales-type capital leases rather than as
operating leases. The cumulative impact of the correction was recorded by the Company in the three months ended April 1, 2005. The Company concluded that the impact of the accounting error was not significant to its consolidated financial
position, results of operations or cash flows and, as such, did not require restatement of prior year amounts. Below is a summary of the adjustment with increases to key measures in the consolidated statements of operations for fiscal year 2005:



|                 |  |   |       
|---------------- |  | - | ------
|Net sales        |  | $ | 15,333
|Gross profit     |  |   | 5,764 
|Operating profit |  |   | 5,764 
|Net income       |  |   | 3,770 



|(5) | Acquisitions
|--- | ------------

In March 2007, the Company purchased
an additional 6% interest in a North American business that provides purchasing and category management tools to certain of the Companys end-users for $2,550. The Company previously held 9% of the outstanding shares. The transaction is not
considered material to the Companys consolidated financial position, results of operations or cash flows.

In October 2006, the
Company completed the purchase of an exclusive distribution license for certain cleaning technology used in a variety of business sectors for an aggregate purchase price of $5,150. The license is included as a component of other intangibles in the
consolidated balance sheet and is being amortized over the expected useful life of the underlying technology. As part of the acquisition of the distribution license, the Company and licensor also agreed on terms of purchase price should the Company
elect to acquire the business owning the technology prior to or in July 2007. The terms of acquisition could be extended to December 31, 2007 if a non-refundable deposit on purchase price were made not later than July 2007. In July 2007, the
Company paid a $1,000 non-refundable deposit to extend the purchase terms through December 31, 2007. In February 2008, the Company and licensor mutually agreed to extend the purchase terms through March 28, 2008, without additional cost to
the Company.

In February 2006, the Company purchased the remaining 15% of the outstanding shares of Shanghai JohnsonDiversey, Ltd., the
Companys Chinese operating entity, for $3,516. The Company previously held 85% of the outstanding shares and included the holding in its consolidated financial results. Goodwill recorded with respect to the transaction was $2,572. The
acquisition was accounted for under the purchase method of accounting in accordance with step acquisition rules.



|(6) | Divestitures
|--- | ------------

Auto-Chlor Master Franchise and Branch Operations

In December 2007, in conjunction with its November 2005 Plan (see Note 15), 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 is subject to the approval of the
Companys Board of Directors and Unilever consent, both of which the Company considers 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.



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The transaction closed on February 29, 2008, subject to various post closing adjustments, resulting
in a net book gain approximating $750 after taxes and related costs.

As of the divestiture date, net assets were as follows:



|                                   |  |   |       
|---------------------------------- |  | - | ------
|Inventories                        |  | $ | 6,992 
|Property, plant and equipment, net |  |   | 11,085
|Goodwill                           |  |   | 12,745
|Other intangibles, net             |  |   | 32,510
|                                   |  |   |       
|Net assets divested                |  | $ | 63,332
|                                   |  |   |       

Net sales associated with these businesses were approximately $57,160, $50,702 and $47,784 for the
fiscal years ended December 28, 2007, December 29, 2006 and December 30, 2005, respectively.

Auto-Chlor Branch Operations

In August 2007, in conjunction with its November 2005 Plan, the Company divested of certain of its Auto-Chlor branch operations in the
eastern United States for $2,450, resulting in a gain of $549 after taxes and related costs. The gain is included within selling, general and administrative expenses in the consolidated statements of operations. The purchase price is subject to
various post-closing adjustments, none of which are expected to be significant to the Company. Net sales associated with this business were approximately $3,370, $5,451 and $5,344 for the fiscal years ended December 28,
2007, December 29, 2006 and December 30, 2005, respectively.

In October 2006, in conjunction with its November 2005 Plan,
the Company divested its Auto-Chlor branch operation in the southern United States for $8,987, resulting in a net loss of $2,723 ($1,770 after tax). The net loss is included within selling, general and administrative expenses in the consolidated
statements of operations. Net sales associated with this business were approximately $16,700 and $20,600 for the fiscal years ended December 29, 2006 and December 30, 2005, respectively.

Commercial Laundry Operations

In September 2005, the
Company sold or agreed to sell its European commercial laundry operations in a two-phase transaction. In phase 1, which closed in September 2005, the Company sold its related operations in seven countries for $14,758, which includes a reduction of
$1,043 for certain pension-related purchase price adjustments, resulting in a realized gain of $1,181 ($426 after tax loss). Net assets sold include an allocation of goodwill and other identifiable intangible assets of $5,725 and $1,838,
respectively. In phase 2, the Company agreed to sell related operations in six additional countries for approximately $8,651, which includes a reduction of $465 for certain pension-related purchase price adjustments. In December 2006, phase 2 was
completed, with the Company receiving proceeds of $9,670 which includes a reduction of $191 for certain pension-related and other purchase price adjustments, resulting in an additional net loss of $276 ($100 after tax). Net sales associated with
these operations were approximately $29,061 and $37,264 for phase 1 and phase 2, respectively, during the year ended December 30, 2005.

In September 2005, the Company divested its Canadian commercial laundry operations for proceeds of $2,843, resulting in a realized gain of $1,462 ($1,186 after tax).

The divestiture of the commercial laundry operations in Europe and Canada were part of larger cash-flow-generating groups and do not represent separate
reporting units or components as defined by SFAS No. 144. As such, the divestitures were not reported as discontinued operations. Further, the information is not readily available to determine, with adequate precision, net income associated
with the divested businesses for the periods presented in the consolidated statements of operations.



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The gains and losses associated with these divestiture activities are included as a component of selling,
general and administrative expenses in the consolidated statements of operations.



|(7) | Discontinued Operations
|--- | -----------------------

Chemical Methods Associates

On September 30, 2006, in connection with its November 2005 Plan (see Note 15), the Company sold its equity interest in Chemical
Methods Associates (CMA) to Ali SpA, an Italian-based manufacturer of equipment for the food service industry, for $17,000. The purchase price was subject to various post-closing adjustments, principally with regard to changes in working
capital. In December 2006, the Company recorded additional purchase price of approximately $300 based on its preliminary assessment of closing working capital. The sale resulted in a gain of $2,322 ($497 after tax), net of related costs. CMA was a
non-core asset of the Company.

During the fiscal year ended December 28, 2007, the Company finalized and collected the closing
working capital adjustment and recorded additional closing costs, resulting in a reduction to the gain of $262 ($300 after tax).

Net sales
from discontinued operations relating to CMA, excluding sales to the Company, were $16,905 and $18,583, during the twelve months ended December 29, 2006 and December 30, 2005, respectively.

Income from discontinued operations relating to CMA was comprised of the following:



|                                                                    |  |                   |      |   |                   |   |        |                   |  |   |        |  
|------------------------------------------------------------------- |  | ----------------- | ---- | - | ----------------- | - | ------ | ----------------- |  | - | ------ | -
|                                                                    |  | Fiscal Year Ended |     
|                                                                    |  | December 28, 2007 |      |   | December 29, 2006 |   |        | December 30, 2005 | 
|Income from discontinued operations before taxes and gain from sale |  | $                 |     |   |                   | $ | 2,826  |                   |  | $ | 2,803  |  
|Taxes on income from discontinued operations                        |  |                   |     |   |                   |   | (986   | )                 |  |   | (1,090 | )
|Gain (loss) on sale of discontinued operations before taxes         |  |                   | (262 | ) |                   |   | 2,322  |                   |  |   |       |  
|Taxes on gain (loss) from sale of discontinued operations           |  |                   | (38  | ) |                   |   | (1,825 | )                 |  |   |       |  
|                                                                    |  |                   |      |   |                   |   |        |                   |  |   |        |  
|Income (loss) from discontinued operations                          |  | $                 | (300 | ) |                   | $ | 2,337  |                   |  | $ | 1,713  |  
|                                                                    |  |                   |      |   |                   |   |        |                   |  |   |        |  

Polymer Business

On June 30, 2006, Johnson Polymer, LLC (JP) and JohnsonDiversey Holdings II B.V. (Holdings II), an indirectly owned subsidiary of the Company, 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 (described below) 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. The sale resulted in a gain of approximately $352,907 ($235,906
after tax), net of related costs.

The Company finalized and paid certain pension related adjustments, adjusted net assets disposed and
recorded additional closing costs, reducing the gain by $1,742 ($216 after-tax gain), during the fiscal year ended December 28, 2007.

The Asset and Equity Purchase Agreement between JP, Holdings II and BASF refers to ancillary agreements governing certain relationships between the parties, including a Supply Agreement and Tolling Agreement, each of which is not considered
material to the Companys consolidated financial results.



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Supply Agreement

A ten-year global agreement provides for the supply of polymer products to the Company by BASF. Unless either party provides notice of its
intent not to renew at least three years prior to the expiration of the ten-year term, the term of the agreement will extend for an additional five years. The agreement requires that the Company purchase a specified percentage of related products
from BASF during the term of agreement. Subject to certain adjustments, the Company has a minimum volume commitment during each of the first five years of the agreement.

The Polymer Business sold $7,003 and $22,665 of polymer product to the Company during the six months ended June 30, 2006 and twelve
months ended December 30, 2005, respectively.

Tolling Agreement

A three-year agreement provides for the toll manufacture of polymer products by the Company, at its manufacturing facility in Sturtevant,
Wisconsin, for BASF. The agreement may be extended by up to six months by either party. The agreement specifies product pricing and provides BASF the right to purchase certain equipment retained by the Company.

In association with the Tolling Agreement, the Company agreed to pay $11,400 in compensation to SCJ, a related party, primarily related to pre-payments
and the right to extend terms on the lease agreement at the Sturtevant, Wisconsin manufacturing location. The Company is amortizing $9,200 of the payment into the results of the tolling operation over the term of the Tolling Agreement, with the
remainder recorded as a reduction of the gain on discontinued operations.

The Company considered its continuing involvement with the
Polymer Business, including the Supply Agreement and Tolling Agreement, concluding that neither the related cash inflows nor cash outflows were direct, due to the relative insignificance of the continuing operations to the disposed business.

The assets and liabilities remaining in discontinued operations at December 28, 2007 and December 29, 2006 relate to the Tolling
Agreement.

Net sales from discontinued operations relating to the Polymer Business, excluding sales to the Company and including net sales
related to the tolling agreement with BASF, were $189,232 and $343,185, during the fiscal years ended December 29, 2006 and December 30, 2005, respectively.

Income from discontinued operations relating to the Polymer Business was comprised of the following:



|                                                                    |  |                   |        |   |                   |   |          |                   |  |   |         |  
|------------------------------------------------------------------- |  | ----------------- | ------ | - | ----------------- | - | -------- | ----------------- |  | - | ------- | -
|                                                                    |  | Fiscal Year Ended |       
|                                                                    |  | December 28, 2007 |        |   | December 29, 2006 |   |          | December 30, 2005 | 
|Income from discontinued operations before taxes and gain from sale |  | $                 |       |   |                   | $ | 22,019   |                   |  | $ | 36,118  |  
|Taxes on income from discontinued operations                        |  |                   |       |   |                   |   | (7,464   | )                 |  |   | (12,177 | )
|Gain (loss) on sale of discontinued operations before taxes         |  |                   | (1,742 | ) |                   |   | 352,907  |                   |  |   |        |  
|Taxes on gain (loss) from sale of discontinued operations           |  |                   | 1,958  |   |                   |   | (117,001 | )                 |  |   |        |  
|Income from tolling operations                                      |  |                   | 1,903  |   |                   |   | 620      |                   |  |   |        |  
|Taxes on income from tolling operations                             |  |                   | (694   | ) |                   |   | (419     | )                 |  |   |        |  
|                                                                    |  |                   |        |   |                   |   |          |                   |  |   |         |  
|Income from discontinued operations                                 |  | $                 | 1,425  |   |                   | $ | 250,662  |                   |  | $ | 23,941  |  
|                                                                    |  |                   |        |   |                   |   |          |                   |  |   |         |  

On May 1, 2006, in association with the divestiture of the Polymer Business, Holdco, which is
the parent of Holdings, Marga B.V., a subsidiary of Unilever, and Holdings amended and restated the Stockholders Agreement dated as of May 3, 2002 among the parties (as amended and restated, the Stockholders Agreement).
Holdco and Marga B.V. own 66 2/3% and 33 1/3%, respectively, of the outstanding shares of Holdings. Holdings own 100% of the outstanding shares of the Company except for one share owned by SCJ. The amendment and restatement of the Stockholders
Agreement included restatement of provisions relating to, among other things, share transfer restrictions, corporate governance, put and call options and rights of first offer and refusal and various other rights and obligations of the parties. In
addition, the amendment and restatement adjusted the buyout formula relating to Marga B.V.s shares in Holdings to require an incremental payment of $30,000, plus interest (payable from put execution date) at the time of



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Marga B.V.s exit. The Stockholders Agreement also provides for the issuance of options to Marga B.V. for the purchase of Holdings shares at exit,
which, following exercise, will result in the incremental payment to Marga B.V., by Holdco, of up to $40,000, plus interest.

Whitmire Micro-Gen
Business

In June 2004, the Company completed the sale of Whitmire Micro-Gen Research Laboratories, Inc. (Whitmire) to Sorex
Holdings, Ltd., a European pest-control manufacturer headquartered in the United Kingdom, for $46,000 in cash and the assumption of certain liabilities.

The purchase agreement provided for additional earn-out provisions based on future Whitmire net sales, for which the Company recorded $124 and $4,000 during the three month periods ended March 31, 2006 and
April 1, 2005, respectively. The income is included as a component of income from discontinued operations in the consolidated statements of operations.



|(8) | Accounts Receivable Securitization
|--- | ----------------------------------

The Company 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 the Company. JWPRC was formed for the sole purpose of buying and selling receivables generated by the Company 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 December 28, 2007 and December 29, 2006 was $75,000.

As of December 28, 2007 and December 29, 2006, the Conduit held $53,900 and $64,300, respectively, of accounts receivable that are not included
in the accounts receivable balance reflected in the Companys consolidated balance sheet.

As of December 28, 2007 and
December 29, 2006, the Company had a retained interest of $95,348 and $78,055, 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.

Costs associated with the sale of beneficial interests in the receivables vary on a monthly basis and are generally
related to the commercial paper rate and administrative fees associated with the overall program facility. Such costs were $3,546, $5,447, and $5,540 for the fiscal years ended December 28, 2007, December 29, 2006, and
December 30, 2005, respectively, and are included in interest expense, net in the consolidated statements of operations.



|(9) | Property, Plant and Equipment
|--- | -----------------------------

Property, plant and
equipment, net, consisted of the following:



|                                     |  |                   |          |   |                   |   |          |  
|------------------------------------ |  | ----------------- | -------- | - | ----------------- | - | -------- | -
|                                     |  | December 28, 2007 |          |   | December 29, 2006 |  
|Land and improvements                |  | $                 | 69,892   |   |                   | $ | 65,704   |  
|Buildings and leasehold improvements |  |                   | 199,842  |   |                   |   | 186,463  |  
|Equipment                            |  |                   | 660,445  |   |                   |   | 581,928  |  
|Capital leases                       |  |                   | 4,029    |   |                   |   | 2,637    |  
|Construction in progress             |  |                   | 45,018   |   |                   |   | 32,644   |  
|                                     |  |                   |          |   |                   |   |          |  
|                                     |  |                   | 979,226  |   |                   |   | 869,376  |  
|LessAccumulated depreciation        |  |                   | (525,601 | ) |                   |   | (447,664 | )
|                                     |  |                   |          |   |                   |   |          |  
|Property, plant and equipment, net   |  | $                 | 453,625  |   |                   | $ | 421,712  |  
|                                     |  |                   |          |   |                   |   |          |  



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|(10) | Capitalized Software
|---- | --------------------

Capitalized software, net,
consisted of the following:



|                              |  |                   |          |   |                   |   |          |  
|----------------------------- |  | ----------------- | -------- | - | ----------------- | - | -------- | -
|                              |  | December 28, 2007 |          |   | December 29, 2006 |  
|Capitalized software          |  | $                 | 205,763  |   |                   | $ | 196,619  |  
|LessAccumulated amortization |  |                   | (169,207 | ) |                   |   | (135,579 | )
|                              |  |                   |          |   |                   |   |          |  
|                              |  | $                 | 36,556   |   |                   | $ | 61,040   |  
|                              |  |                   |          |   |                   |   |          |  

Amortization expense related to capitalized software was $32,868, $38,422 and $37,516 for the
fiscal years ended December 28, 2007, December 29, 2006 and December 30, 2005, respectively. Included in these amounts are impairment charges of $2,745 (which relates to the November 2005 Plan  see Notes 2 and 15), $365 and
$603 for the fiscal years ended December 28, 2007, December 29, 2006, and December 30, 2005, respectively. The Company recorded additional impairment charges of $3, $0 and $2,563 directly to selling, general and administrative
expenses in the consolidated statements of operations for the fiscal years ended December 28, 2007, December 29, 2006, and December 30, 2005, respectively.

During the fiscal years ended December 28, 2007, December 29, 2006, and December 30, 2005, the Company capitalized $115, $78 and
$210, respectively, of interest in connection with its ongoing software projects.



|(11) | Goodwill
|---- | --------

Changes in the balance of the goodwill
account were as follows:



|                                        |  |                   |           |                   |   |           |  
|--------------------------------------- |  | ----------------- | --------- | ----------------- | - | --------- | -
|                                        |  | Fiscal Year Ended |          
|                                        |  | December 28, 2007 |           | December 29, 2006 |  
|Balance at beginning of year            |  | $                 | 1,178,776 |                   | $ | 1,118,173 |  
|Acquisitions                            |  |                   |          |                   |   | 2,572     |  
|Divestitures                            |  |                   |          |                   |   | (7,190    | )
|Post-acquisition adjustments            |  |                   |          |                   |   | (10,469   | )
|Impact of foreign currency fluctuations |  |                   | 100,803   |                   |   | 75,690    |  
|                                        |  |                   |           |                   |   |           |  
|Balance at end of year                  |  | $                 | 1,279,579 |                   | $ | 1,178,776 |  
|                                        |  |                   |           |                   |   |           |  



|(12) | Other Intangibles
|---- | -----------------

Other intangibles consisted of
the following:



|                                                          |  |                              |  |                   |          |   |                   |   |          |  
|--------------------------------------------------------- |  | ---------------------------- |  | ----------------- | -------- | - | ----------------- | - | -------- | -
|                                                          |  | Weighted-AverageUseful Lives |  | December 28, 2007 |          |   | December 29, 2006 |  
|Definite-lived intangible assets:                         |  |                              |  |                   |          |   |                   |   |          |  
|Trademarks and patents                                    |  | 10 years                     |  | $                 | 52,831   |   |                   | $ | 49,014   |  
|Customer lists, contracts, licenses and other intangibles |  | 12 years                     |  |                   | 266,447  |   |                   |   | 267,420  |  
|Indefinite-lived intangible assets:                       |  |                              |  |                   |          |   |                   |   |          |  
|Trademarks and patents                                    |  |                             |  |                   | 153,717  |   |                   |   | 142,100  |  
|Licenses and other intangibles                            |  |                             |  |                   | 2,441    |   |                   |   | 4,251    |  
|                                                          |  |                              |  |                   |          |   |                   |   |          |  
|                                                          |  |                              |  |                   | 475,436  |   |                   |   | 462,785  |  
|LessAccumulated amortization                             |  |                              |  |                   | (173,361 | ) |                   |   | (152,372 | )
|                                                          |  |                              |  |                   |          |   |                   |   |          |  
|Other intangibles, net                                    |  |                              |  | $                 | 302,075  |   |                   | $ | 310,413  |  
|                                                          |  |                              |  |                   |          |   |                   |   |          |  

Amortization expense for other intangibles was $27,765, $50,394 and $33,598 for the fiscal years
ended December 28, 2007, December 29, 2006 and December 30, 2005, respectively. Included in these amounts are impairment charges of $1,308, $20,563 and $0, respectively, relating to the November 2005 Plan  see Notes 2 and
15.



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The aggregate amounts of anticipated amortization of intangible assets for each of the next five fiscal
years and thereafter are as follows:



|           |  |   |        
|---------- |  | - | -------
|Year       |  |  
|2008       |  | $ | 26,951 
|2009       |  |   | 23,801 
|2010       |  |   | 23,038 
|2011       |  |   | 17,223 
|2012       |  |   | 10,979 
|Thereafter |  |   | 43,925 
|           |  |   |        
|           |  | $ | 145,917
|           |  |   |        



|(13) | Indebtedness and Credit Arrangements
|---- | ------------------------------------

The
Companys indebtedness and credit arrangements consisted of the following:



|                          |  |                   |           |                   |   |          
|------------------------- |  | ----------------- | --------- | ----------------- | - | ---------
|                          |  | December 28, 2007 |           | December 29, 2006
|Short-term borrowings:    |  |                   |           |                   |   |          
|Lines of credit           |  | $                 | 18,898    |                   | $ | 35,649   
|                          |  |                   |           |                   |   |          
|Long-term borrowings:     |  |                   |           |                   |   |          
|Term loan B               |  | $                 | 438,500   |                   | $ | 447,250  
|Japan loan                |  |                   | 13,292    |                   |   | 16,816   
|Senior subordinated notes |  |                   | 630,840   |                   |   | 595,830  
|                          |  |                   |           |                   |   |          
|                          |  |                   | 1,082,632 |                   |   | 1,059,896
|Less: Current portion     |  |                   | 13,181    |                   |   | 12,954   
|                          |  |                   |           |                   |   |          
|                          |  | $                 | 1,069,451 |                   | $ | 1,046,942
|                          |  |                   |           |                   |   |          

In December 2005, the Company amended its senior secured credit facilities. The amended facilities
consisted of a $775,000 term loan B facility maturing December 16, 2011; a $100,000 delayed draw term loan facility maturing December 16, 2010; and a $175,000 dollar/euro revolving credit facility maturing December 16, 2010.

In June 2007, the Company amended its senior secured credit facilities to reduce the interest rate payable on the term B loan facility and
the delayed draw term loan facility from LIBOR plus 250 basis points to LIBOR plus 200 basis points, thereby reducing borrowing costs over the remaining life of the credit facilities. The Company incurred costs of $500 in relation to this amendment,
which have been capitalized and are being amortized over the remaining term of the facilities.

The term B loan facility and the delayed
draw term loan facility bear interest based on LIBOR plus 200 basis points at December 28, 2007 (6.88%) and on LIBOR plus 250 basis points at December 29, 2006 (7.87%). The term B loan facility and the delayed draw term loan facility
have scheduled principal reductions semiannually. All obligations under the credit facilities are secured by all the assets of Holdings, the Company and each subsidiary of the Company (but limited to the extent necessary to avoid materially adverse
tax consequences to the Company and its subsidiaries, taken as a whole and by restrictions imposed by applicable law).

At
December 28, 2007 and December 29, 2006, there were no borrowings under the revolving credit facility. The revolving facility bears interest at floating rates based on Prime or LIBOR, plus a variable, leverage ratio-based spread of 225
basis points at December 28, 2007 and December 29, 2006, respectively.



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In December 2005, the Companys Japanese subsidiary entered into a ¥2,500,000 term loan. The
interest rate on the loan is based on TIBOR plus 102.5 basis points (1.94% at December 28, 2007). The loan matures on December 29, 2009, with scheduled principal reductions semiannually.

In December 2005, the Company recorded additional interest expense of $10,343 in relation to its debt restructuring.

In May 2002, the Company issued $300,000 and 225,000 of 9.625% senior subordinated notes due 2012 to finance a portion of the cash purchase price
of the DiverseyLever business. In January 2003, the series A senior subordinated notes were exchanged for series B senior subordinated notes (the Senior Subordinated Notes) with the same interest rates and due dates.

Scheduled Maturities of Long-term Borrowings

Aggregate scheduled maturities of long-term borrowings in each of the next five fiscal years and thereafter are as follows:



|           |  |   |          
|---------- |  | - | ---------
|Year       |  |  
|2008       |  | $ | 13,181   
|2009       |  |   | 17,611   
|2010       |  |   | 104,750  
|2011       |  |   | 316,250  
|2012       |  |   | 630,840  
|Thereafter |  |   |         
|           |  |   |          
|           |  | $ | 1,082,632
|           |  |   |          

Financial Covenants

Under the terms of its amended and restated senior secured credit facilities, the Company is subject to specified financial covenants. The most restrictive covenants under the senior secured credit facilities require
the Company to meet the following targets and ratios:

Maximum Leverage Ratio. The Company 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: (i) the Companys consolidated
indebtedness (excluding up to $55,000 of indebtedness incurred under the Companys Receivables Facility and indebtedness relating to specified interest rate hedge agreements) as of the last day of a financial covenant period using the
weighted-average exchange rate for the relevant fiscal six-month period to (ii) the Companys consolidated EBITDA (as defined in the senior secured credit facilities) for the same financial covenant period. EBITDA is generally defined in
the senior secured credit facilities as earnings before interest, taxes, depreciation and amortization, plus the addback of specified expenses. The senior secured credit facilities require that the Companys maximum leverage ratio not exceed a
declining range from 4.75 to 1 for the financial covenant period ending nearest December 31, 2007, to 3.50 to 1 for the financial covenant periods ending nearest September 30, 2010 and thereafter.

Minimum Interest Coverage Ratio. The Company is required to maintain an interest coverage ratio for each financial covenant period of no less than
the minimum ratio specified in the senior secured credit facilities for that financial covenant period. The minimum interest coverage ratio is the ratio of: (i) the Companys consolidated EBITDA (as defined in the senior secured credit
facilities) for a financial covenant period to (ii) the Companys cash interest expense for that same financial period. The senior secured credit facilities require that the Companys minimum interest coverage ratio not exceed an
increasing range from 2.25 to 1 for the financial covenant period ending nearest December 31, 2007, to 3.00 to 1 for the financial covenant period ending nearest September 30, 2010 and thereafter.

Capital Expenditures. Capital expenditures are generally limited under the senior secured credit facilities to $150,000 in fiscal year 2006 and to
$130,000 for subsequent fiscal years. To the extent that the Company makes capital expenditures of less than the



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limit in any fiscal year, however, it may carry forward into the subsequent year the difference between the limit and the actual amount expended, provided
that the amounts carried 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 December 28, 2007, the Company was in
compliance with the limitation on capital expenditures for fiscal year 2007.

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 $355,000 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 $45,000.

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

As of December 28, 2007, the Company
was in compliance with all covenants under the senior secured credit facilities.

Indentures for the Notes

The indentures for the senior subordinated notes of the Company restrict the Companys ability and the ability of its restricted subsidiaries to,
among other things, incur additional indebtedness; pay dividends on, redeem or repurchase capital stock; issue or allow any person to own preferred stock of restricted subsidiaries; in the case of non-guarantor subsidiaries, guarantee indebtedness
without also guaranteeing the notes; in the case of restricted subsidiaries, create or permit to exist dividend or payment restrictions with respect to the Company; make investments; incur or permit to exist liens; enter into transactions with
affiliates; merge, consolidate or amalgamate with another company; and transfer or sell assets.

As of December 28, 2007, the Company
was in compliance with all covenants under the indentures for the senior subordinated notes.

Cross Defaults

The Companys failure to comply with the covenants in its senior secured credit facilities or its indentures for the senior subordinated notes or the
Companys inability to comply with financial ratio tests or other restrictions could result in an event of default under the indentures for the senior subordinated notes or the senior secured credit facilities. Additionally, a payment default
or default that results in the acceleration of indebtedness aggregating $25,000 or more, including, without limitation, indebtedness under the senior secured credit facilities, the indentures for the senior subordinated notes and indebtedness under
the Companys Receivables Facility and foreign lines of credit, is also an event of default under the senior secured credit facilities, the indentures for the senior subordinated notes and the indenture for Holdings senior discount notes.
Further, specified defaults under the credit facilities and the indentures for the senior subordinated notes constitute defaults under the Companys Receivables Facility, some of the Companys foreign lines of credit and the Companys
license agreements with SCJ. A default, if not cured or waived, may permit acceleration of the Companys indebtedness or result in a termination of its license agreements.

Interest Rate Swaps

In connection with the senior secured credit facilities, the Company is party to
four interest rate swaps, as described in Note 14.

Stockholders Agreement

In connection with the acquisition of DiverseyLever, Holdings entered into a Stockholders Agreement with its stockholdersHoldco and Marga B.V.
The Stockholders Agreement was amended and restated on May 1, 2006. The Stockholders Agreement limits Holdings and the Companys ability to effect various transactions, including among others, entering into certain
transactions with affiliates, issuing additional shares of capital stock or other equity or equity-related interests, incurring certain types of indebtedness and making certain investments.



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|(14) | Financial Instruments
|---- | ---------------------

The Company sells its
products in more than 170 countries and approximately 74% 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.

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 December 28, 2007 and December 29, 2006, the Company held 39 and 42 foreign currency forward contracts as hedges of
foreign currency denominated receivables and payables with aggregate notional amounts of $280,280 and $300,848, respectively. Because the terms of such contracts are primarily less than three months, the Company did not elect hedge accounting
treatment for these contracts. The Company 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 were $9,230, $16,003 and ($24,369) for the fiscal years ended December 28, 2007, December 29, 2006 and December 30, 2005, respectively.

As of December 28, 2007 and December 29, 2006, the Company held 96 and 88 foreign currency forward contracts as hedges of forecasted foreign
currency denominated sales and purchases with aggregate notional amounts of $30,742 and $35,662, respectively. The maximum length of time over which the Company typically hedges cash flow exposures is 12 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 $579 and $22 were included in accumulated other comprehensive income at December 28, 2007 and December 29, 2006,
respectively. There was no ineffectiveness related to cash flow hedging instruments during the fiscal years ended December 28, 2007 or December 29, 2006. Gains and losses existing at December 28, 2007, which are expected to be
reclassified into the consolidated statements of operations from other comprehensive income during fiscal year 2008, are not expected to be significant.

The Company was party to three euro denominated interest rate swaps. All of these swaps were entered into in May 2002, with an expiration date in May 2007. These swaps were purchased to hedge the Companys
floating interest rate exposure on term loan B (see Note 13) with a final maturity of December 2011. Under the terms of these swaps, the Company paid a fixed rate of 4.8% and received three-month EURIBOR on the notional amount of the euro swaps
for the life of the swaps. In connection with the April 2005 amendment to the senior secured credit facilities, all euro denominated term debt was paid in full. As a result, the three euro swaps were caused to be ineffective, requiring all
previously unrealized losses to be recorded as a component of interest expense in the consolidated statements of operations at the repayment date. In April 2005, the Company recognized $8,692 of accumulated losses in interest expense in the
consolidated statement of operations. Subsequent to April 2005, gains resulting from changes in the fair value of the euro swaps in the amounts of $1,329, $4,206 and $3,157 are recognized in interest expense in the consolidated statement of
operations for the fiscal years ended December 28, 2007, December 29, 2006 and December 30, 2005, respectively.

The
Company 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 (see Note 13) with a final maturity of
December



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##### Table of Contents

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 fiscal years ended December 28, 2007 or December 29, 2006.

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 losses included in accumulated other comprehensive income, net of tax, were $2,893 and
$412 for the years ended December 28, 2007 and December 29, 2006, respectively.



|(15) | Restructuring Liabilities
|---- | -------------------------

November 2005 Restructuring Program

On November 7, 2005, the Companys Board of Directors approved a restructuring program (November 2005 Plan),
which is expected to take three to four years 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 CMA (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 $24,687, $112,996 and $4,462 in the fiscal years ended
December 28, 2007, December 29, 2006 and December 30, 2005, respectively, for the involuntary termination of 354, 1,415 and 27 employees of which 594, 1,167 and 19 were actually terminated as of December 28,
2007, December 29, 2006 and December 30, 2005, respectively. In fiscal year 2006, approximately 500 terminated employees were associated with the exit from a majority of the service-oriented laundry and ware wash business in the
United States. In fiscal year 2007, most of the involuntary terminations were associated with the European business segment. The Company also recorded $2,552, $1,791 and $47 for other restructuring related costs during the twelve months ended
December 28, 2007, December 29, 2006 and December 30, 2005, respectively.

The activities associated with the November
2005 Plan for each of the fiscal years ended December 28, 2007, December 29, 2006 and December 30, 2005 were as follows:



|                                            |  |                  |         |   |       |   |       |       |  |   |         |  
|------------------------------------------- |  | ---------------- | ------- | - | ----- | - | ----- | ----- |  | - | ------- | -
|                                            |  | Employee-Related |         |   | Other |   |       | Total | 
|Liability recorded as restructuring expense |  | $                | 4,462   |   |       | $ | 47    |       |  | $ | 4,509   |  
|Liability adjustments1                      |  |                  | 383     |   |       |   |      |       |  |   | 383     |  
|Cash paid2                                  |  |                  | (2,545  | ) |       |   |      |       |  |   | (2,545  | )
|                                            |  |                  |         |   |       |   |       |       |  |   |         |  
|Liability balances as of December 30, 2005  |  | $                | 2,300   |   |       | $ | 47    |       |  | $ | 2,347   |  
|Liability recorded as restructuring expense |  |                  | 112,996 |   |       |   | 1,791 |       |  |   | 114,787 |  
|Cash paid3                                  |  |                  | (46,323 | ) |       |   | (586  | )     |  |   | (46,909 | )
|                                            |  |                  |         |   |       |   |       |       |  |   |         |  
|Liability balances as of December 29, 2006  |  | $                | 68,973  |   |       | $ | 1,252 |       |  | $ | 70,225  |  
|Liability recorded as restructuring expense |  |                  | 24,687  |   |       |   | 2,552 |       |  |   | 27,239  |  
|Liability adjustments4                      |  |                  |        |   |       |   | (70   | )     |  |   | (70     | )
|Cash paid5                                  |  |                  | (50,591 | ) |       |   | (577  | )     |  |   | (51,168 | )
|                                            |  |                  |         |   |       |   |       |       |  |   |         |  
|Liability balances as of December 28, 2007  |  | $                | 43,069  |   |       | $ | 3,157 |       |  | $ | 46,226  |  
|                                            |  |                  |         |   |       |   |       |       |  |   |         |  



|1 | Liability adjustments reflect the reclassification of amounts previously recorded in other liabilities.
|- | -------------------------------------------------------------------------------------------------------

|2 | Cash paid is reduced by $341 due to the effects of foreign exchange.
|- | --------------------------------------------------------------------

|3 | Cash paid is reduced by $3,317 due to the effects of foreign exchange.
|- | ----------------------------------------------------------------------

|4 | Liability adjustments include reductions based on clarification of original assumptions, of which $74 resulted in
reduction of restructuring expense and $4 was reclassified to other liabilities.
|- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|5 | Cash paid is reduced by $681 due to the effects of foreign exchange.
|- | --------------------------------------------------------------------



F-24



---

##### Table of Contents

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



|              |  |                   |                   |                   |   |                   |   |                   |   |         |  |   |      
|------------- |  | ----------------- | ----------------- | ----------------- | - | ----------------- | - | ----------------- | - | ------- |  | - | -----
|              |  | Total PlanTo-Date |                   | Fiscal Year Ended
|              |  |                   | December 28, 2007 |                   |   | December 26, 2006 |   | December 30, 2005
|North America |  | $                 | 25,862            |                   | $ | 4,664             |   |                   | $ | 20,962  |  | $ | 236  
|Europe        |  |                   | 91,948            |                   |   | 21,922            |   |                   |   | 68,223  |  |   | 1,803
|Japan         |  |                   | 2,551             |                   |   | 787               |   |                   |   | 1,764   |  |   |     
|Latin America |  |                   | 3,433             |                   |   | 1,118             |   |                   |   | 1,453   |  |   | 862  
|Asia Pacific  |  |                   | 484               |                   |   | 278               |   |                   |   | 206     |  |   |     
|Other         |  |                   | 22,183            |                   |   | (1,604            | ) |                   |   | 22,179  |  |   | 1,608
|              |  |                   |                   |                   |   |                   |   |                   |   |         |  |   |      
|              |  | $                 | 146,461           |                   | $ | 27,165            |   |                   | $ | 114,787 |  | $ | 4,509
|              |  |                   |                   |                   |   |                   |   |                   |   |         |  |   |      

Exit and Acquisition-Related Restructuring Programs

During fiscal years 2004, 2003, and 2002, in connection with the acquisition of the DiverseyLever business, the Company recorded liabilities for the
involuntary termination of former DiverseyLever employees and other exit costs associated with former DiverseyLever facilities. As of December 30, 2005, the Company had terminated 717 employees in completion of programs. The Company continues
to make cash payments representing contractual obligations associated with involuntary terminations and lease payments on closed facilities.



|                                            |  |                  |       |   |                                         |   |      |       |  |   |                  |   |  |       |         |   |       |   |      |   |  |   |         |  
|------------------------------------------- |  | ---------------- | ----- | - | --------------------------------------- | - | ---- | ----- |  | - | ---------------- | - |  | ----- | ------- | - | ----- | - | ---- | - |  | - | ------- | -
|                                            |  | Exit Plans       |       |   | Acquisition Related Restructuring Plans |  
|                                            |  | Employee-Related |       |   | Other                                   |   |      | Total |  |   | Employee-Related |   |  | Other |         |   | Total |  
|Liability balances as of December 31, 2004  |  | $                | 1,196 |   |                                         | $ | 294  |       |  | $ | 1,490            |   |  | $     | 7,197   |   |       | $ | 321  |   |  | $ | 7,518   |  
|Liability recorded as restructuring expense |  |                  |      |   |                                         |   |     |       |  |   |                 |   |  |       | 12,567  |   |       |   | 601  |   |  |   | 13,168  |  
|Liability Adjustments1                      |  |                  |      |   |                                         |   |     |       |  |   |                 |   |  |       | 7       |   |       |   | 17   |   |  |   | 24      |  
|Cash Paid2                                  |  |                  | (796  | ) |                                         |   | (280 | )     |  |   | (1,076           | ) |  |       | (14,492 | ) |       |   | (920 | ) |  |   | (15,412 | )
|                                            |  |                  |       |   |                                         |   |      |       |  |   |                  |   |  |       |         |   |       |   |      |   |  |   |         |  
|Liability balances as of December 30, 2005  |  |                  | 400   |   |                                         |   | 14   |       |  |   | 414              |   |  |       | 5,279   |   |       |   | 19   |   |  |   | 5,298   |  
|Liability recorded as restructuring expense |  |                  |      |   |                                         |   |     |       |  |   |                 |   |  |       | (232    | ) |       |   |     |   |  |   | (232    | )
|Cash Paid2                                  |  |                  | (138  | ) |                                         |   | 3    |       |  |   | (135             | ) |  |       | (2,421  | ) |       |   | (150 | ) |  |   | (2,571  | )
|                                            |  |                  |       |   |                                         |   |      |       |  |   |                  |   |  |       |         |   |       |   |      |   |  |   |         |  
|Liability balances as of December 29, 2006  |  |                  | 262   |   |                                         |   | 17   |       |  |   | 279              |   |  |       | 2,626   |   |       |   | (131 | ) |  |   | 2,495   |  
|Liability recorded as restructuring expense |  |                  | 99    |   |                                         |   |     |       |  |   | 99               |   |  |       | (276    | ) |       |   | 17   |   |  |   | (259    | )
|Liability Adjustments1                      |  |                  |      |   |                                         |   |     |       |  |   |                 |   |  |       |        |   |       |   | (7   | ) |  |   | (7      | )
|Cash Paid2                                  |  |                  | (149  | ) |                                         |   | (15  | )     |  |   | (164             | ) |  |       | (665    | ) |       |   | (155 | ) |  |   | (820    | )
|                                            |  |                  |       |   |                                         |   |      |       |  |   |                  |   |  |       |         |   |       |   |      |   |  |   |         |  
|Liability balances as of December 28, 2007  |  | $                | 212   |   |                                         | $ | 2    |       |  | $ | 214              |   |  | $     | 1,685   |   |       | $ | (276 | ) |  | $ | 1,409   |  
|                                            |  |                  |       |   |                                         |   |      |       |  |   |                  |   |  |       |         |   |       |   |      |   |  |   |         |  



|1 | Liability adjustments reflect the reclassification of amounts previously recorded in other liabilities.
|- | -------------------------------------------------------------------------------------------------------

|2 | Cash paid includes the effects of foreign exchange.
|- | ---------------------------------------------------



|(16) | Other (Income) Expense, Net
|---- | ---------------------------

The components of
other (income) expense, net in the consolidated statements of operations, include the following:



|                                         |  |                   |         |   |                   |   |         |                   |  |   |         |  
|---------------------------------------- |  | ----------------- | ------- | - | ----------------- | - | ------- | ----------------- |  | - | ------- | -
|                                         |  | Fiscal Year Ended |        
|                                         |  | December 28, 2007 |         |   | December 29, 2006 |   |         | December 30, 2005 | 
|Foreign currency translation (gain) loss |  | $                 | (11,317 | ) |                   | $ | (11,384 | )                 |  | $ | 25,675  |  
|Forward contracts (gain) loss            |  |                   | 9,230   |   |                   |   | 16,003  |                   |  |   | (24,369 | )
|Other, net                               |  |                   | 1,291   |   |                   |   | 613     |                   |  |   | (346    | )
|                                         |  |                   |         |   |                   |   |         |                   |  |   |         |  
|                                         |  | $                 | (796    | ) |                   | $ | 5,232   |                   |  | $ | 960     |  
|                                         |  |                   |         |   |                   |   |         |                   |  |   |         |  



F-25



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##### Table of Contents

|(17) | Income Taxes
|---- | ------------

The provision for income taxes
consists of an amount for taxes currently payable, an amount for tax consequences deferred to future periods and adjustments related to our consideration of uncertain tax positions, including interest and penalties. We record deferred income tax
assets and liabilities reflecting future tax consequences attributable to tax net operating loss carryforwards, tax credit carryforwards and differences between the financial statement carrying value of assets and liabilities and the tax bases of
those assets and liabilities. Deferred taxes are computed using enacted tax rates expected to apply in the year in which the differences are expected to affect taxable income. The effect on deferred income tax assets and liabilities of a change in
tax rate is recognized in earnings in the period that includes the enactment date.

The income tax provision for the Company has been
calculated as if the entities included in the Companys consolidated financial statements file separately from their parent holding company, Holdings.

As a result of the separation from SCJ in 1999, the Company and its former parent, Holdco, entered into a tax sharing agreement to allocate responsibility for taxes between SCJ and the Company. In accordance with the
terms of the agreement, the Company received $3,796 from SCJ in 2005 representing adjustments resulting from the closure of the U.S. income tax audit for the fiscal years ended June 30, 2000 and June 29, 2001; however, the payment is
subject to further adjustment as a result of current and potential future tax audits as well as tax carryforward and carryback provisions. The payment relates to the ability to carryback certain credits to the pre-separation period that were
generated by the Company subsequent to separation. These credits were generated and benefited by the Company in periods prior to 2005.

Income Tax
Expense (Benefit)

The provision (benefit) for income taxes for continuing operations was comprised of:



|                                |  |                   |         |   |                   |   |         |                   |  |   |         |  
|------------------------------- |  | ----------------- | ------- | - | ----------------- | - | ------- | ----------------- |  | - | ------- | -
|                                |  | Fiscal Year Ended |        
|                                |  | December 28, 2007 |         |   | December 29, 2006 |   |         | December 30, 2005 | 
|Current tax expense (benefit):  |  |                   |         |   |                   |   |         |                   |  |   |         |  
|Federal                         |  | $                 | 7,750   |   |                   | $ | (86,302 | )                 |  | $ | (6,469  | )
|State                           |  |                   | 2,263   |   |                   |   | (10,383 | )                 |  |   | 964     |  
|Foreign                         |  |                   | 36,724  |   |                   |   | 25,854  |                   |  |   | 21,283  |  
|Deferred tax expense (benefit): |  |                   |         |   |                   |   |         |                   |  |   |         |  
|Federal                         |  |                   | (15,147 | ) |                   |   | (930    | )                 |  |   | 100,643 |  
|Foreign                         |  |                   | 38,447  |   |                   |   | (15,324 | )                 |  |   | 22,407  |  
|                                |  |                   |         |   |                   |   |         |                   |  |   |         |  
|                                |  | $                 | 70,037  |   |                   | $ | (87,085 | )                 |  | $ | 138,828 |  
|                                |  |                   |         |   |                   |   |         |                   |  |   |         |  

With the adoption of FIN 48, the Company decided to reclassify state tax expense for the fiscal
years ended December 29, 2006 and December 30, 2005 in the amount of 1,061 and 923, respectively, from current federal tax expense to current state tax expense.

A reconciliation of the difference between the statutory U.S. federal income tax benefit to the Companys income tax expense (benefit) for continuing operations is as follows:



F-26



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##### Table of Contents

|                                                        |  |                   |        |   |                   |   |         |                   |  |   |         |  
|------------------------------------------------------- |  | ----------------- | ------ | - | ----------------- | - | ------- | ----------------- |  | - | ------- | -
|                                                        |  | Fiscal Year Ended |       
|                                                        |  | December 28, 2007 |        |   | December 29, 2006 |   |         | December 30, 2005 | 
|Statutory U.S. federal income tax benefit               |  | $                 | (6,202 | ) |                   | $ | (77,674 | )                 |  | $ | (20,098 | )
|State income taxes, net of federal benefit              |  |                   | 78     |   |                   |   | (11,444 | )                 |  |   | 41      |  
|Effect of foreign operations                            |  |                   | (1,390 | ) |                   |   | (670    | )                 |  |   | (4,203  | )
|Nondeductible goodwill                                  |  |                   |       |   |                   |   |        |                   |  |   | 2,137   |  
|Nondeductible expenses                                  |  |                   | 12,043 |   |                   |   | 8,294   |                   |  |   | 2,691   |  
|Increase in valuation allowance                         |  |                   | 55,303 |   |                   |   | 3,552   |                   |  |   | 151,758 |  
|Increase (decrease) in foreign earnings deemed remitted |  |                   | 294    |   |                   |   | (3,472  | )                 |  |   | 1,722   |  
|Increase (decrease) in unrecognized tax benefits        |  |                   | 10,834 |   |                   |   | (2,564  | )                 |  |   | 5,309   |  
|Other                                                   |  |                   | (923   | ) |                   |   | (3,107  | )                 |  |   | (529    | )
|                                                        |  |                   |        |   |                   |   |         |                   |  |   |         |  
|Income tax expense (benefit)                            |  | $                 | 70,037 |   |                   | $ | (87,085 | )                 |  | $ | 138,828 |  
|                                                        |  |                   |        |   |                   |   |         |                   |  |   |         |  

Deferred Income Tax Assets and Liabilities

The differences between the tax bases of assets and liabilities and their financial statement carrying value that give rise to significant portions of
deferred income tax assets or liabilities include the following:



|                                 |  |                   |          |   |                   |   |          |  
|-------------------------------- |  | ----------------- | -------- | - | ----------------- | - | -------- | -
|                                 |  | December 28, 2007 |          |   | December 29, 2006 |  
|Deferred tax assets:             |  |                   |          |   |                   |   |          |  
|Employee benefits                |  | $                 | 76,104   |   |                   | $ | 68,848   |  
|Inventories                      |  |                   | 8,942    |   |                   |   | 8,198    |  
|Accrued expenses                 |  |                   | 57,445   |   |                   |   | 55,374   |  
|Net operating loss carryforwards |  |                   | 142,500  |   |                   |   | 155,213  |  
|Other, net                       |  |                   | 5,674    |   |                   |   |         |  
|Foreign tax credits              |  |                   | 59,986   |   |                   |   | 51,094   |  
|Valuation allowance              |  |                   | (250,043 | ) |                   |   | (204,668 | )
|                                 |  |                   |          |   |                   |   |          |  
|                                 |  | $                 | 100,608  |   |                   | $ | 134,059  |  
|                                 |  |                   |          |   |                   |   |          |  
|Deferred tax liabilities:        |  |                   |          |   |                   |   |          |  
|Tangible assets                  |  | $                 | 4,154    |   |                   | $ | 8,206    |  
|Intangible assets                |  |                   | 135,766  |   |                   |   | 127,350  |  
|Foreign earnings deemed remitted |  |                   | 25,958   |   |                   |   | 13,951   |  
|Other, net                       |  |                   |         |   |                   |   | 5,428    |  
|                                 |  |                   |          |   |                   |   |          |  
|                                 |  | $                 | 165,878  |   |                   | $ | 154,935  |  
|                                 |  |                   |          |   |                   |   |          |  

The valuation allowance at December 30, 2005 was determined in accordance with the provisions
of SFAS No. 109, Accounting for Income Taxes. The combination of historical U.S. tax losses and the anticipated additional expenses to be incurred in the U.S. as part of the November 2005 Plan caused the Company to reconsider
the need for a valuation allowance against its U.S. deferred tax assets. Forming a conclusion that a valuation allowance is not needed is difficult when there is negative evidence such as cumulative losses in recent years. In certain cases, the
negative evidence associated with historical losses cannot be overcome by managements expectation of future taxable income. Based on the historical U.S. tax losses and the anticipated additional expenses to be incurred in the U.S. as part of
the November 2005 Plan, it was no longer more likely than not that U.S. deferred tax assets would be fully realized. Accordingly, the Company recorded a charge for an additional U.S. valuation allowance of $140,181 for the year ended
December 30, 2005. However, in connection with the divestiture of the Polymer Business segment, $63,126 of the allowance was reversed in fiscal year 2006, the benefit for which was recognized in discontinued operations.



F-27



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##### Table of Contents

The valuation allowance at December 29, 2006 and December 28, 2007 was also determined in
accordance with the provisions of SFAS No. 109, Accounting for Income Taxes. Based on the continued historical U.S. tax losses and the anticipated additional expenses to be incurred in the U.S. as part of the November 2005
Plan, the Company continued to conclude that it was not more likely than not that U.S. deferred tax assets would be fully realized. Accordingly, the Company recorded a charge for an additional U.S. valuation allowance of $2,077 and $26,261 for
continuing operations for the years ended December 29, 2006 and December 28, 2007, respectively. The Company does not believe the valuation allowances recorded in fiscal years 2005, 2006 and 2007 are indicative of future cash tax
expenditures. If the November 2005 Plan produces the results anticipated by management, the Company anticipates that all or a portion of the valuation allowance would reverse in future periods, similar to the partial reduction of valuation allowance
in discontinued operations for fiscal year 2006 related to the divestiture of the Polymer Business segment.

The Company has foreign net
operating loss carryforwards, as per the tax returns, totaling $469,064 that expire as follows: fiscal 2008  $3,561; fiscal 2009  $17,074; fiscal 2010  $29,446; fiscal 2011  $34,972; fiscal 2012  $27,707; fiscal 2013
and beyond  $188,618; and no expiration  $167,686.

The Company also has foreign tax credit carryforwards, as per the tax
returns, totaling $40,125 that expire as follows: fiscal 2012  320; fiscal 2013 and beyond  $29,441; and no expiration  $10,364. The Company also has U.S. federal and state net operating loss carryforwards as per the tax returns,
totaling $61,840 and $486,035, respectively. The federal net operating loss carryforward expires in 2027. The state net operating loss carryforwards expire in various amounts over one to twenty years. Valuation allowances of $250,043 and $204,668 as
of December 28, 2007 and December 29, 2006, respectively, have been provided for deferred income tax benefits related to the foreign, federal and state loss carryforwards, tax credits, and other net deferred tax assets where it is more
likely than not that amounts may not be realized. The valuation allowance at December 28, 2007 includes $2,331 related to acquired foreign loss carryforwards. Any tax benefits subsequently recognized for the acquired foreign loss carryforwards
will be allocated to reduce goodwill.

Adoption of FIN No. 48

The Company adopted the provisions of FIN No. 48 at the beginning of the 2007 fiscal year. FIN No. 48 clarifies the accounting for uncertainty in income taxes by prescribing a minimum recognition threshold a
tax position is required to meet before being recognized in the financial statements. As a result of adoption of FIN No. 48, an adjustment of approximately $800 was recognized as an increase to beginning retained earnings. As of the adoption
date, the Company had gross unrecognized tax benefits for uncertain tax positions of $74,300, including interest and penalties and positions impacting only the timing of tax benefits, of which $32,700, if recognized, would favorably affect the
effective income tax rate in future periods (after considering the impact of valuation allowances). Additionally, as of the adoption date, $1,100 of unrecognized tax benefits would, if recognized, reduce goodwill. The Company recognizes interest and
penalties related to the underpayment of income taxes as a component of income tax expense. As of the beginning of the 2007 fiscal year, the Company had accrued interest and penalties of $7,100 related to unrecognized tax benefits.

As of December 28, 2007, the Company had gross unrecognized tax benefits for uncertain tax positions of $111,995, including interest and penalties
and positions impacting only the timing of tax benefits, of which $66,176, if recognized, would favorably affect the effective income tax rate in future periods (after considering the impact of valuation allowances). Additionally, $1,100 of
unrecognized tax benefits would, if recognized, reduce goodwill. As of the end of the 2007 fiscal year, the Company had accrued interest and penalties of $12,300 related to unrecognized tax benefits, of which $5,200 was recorded as income tax
expense during the fiscal year ended December 28, 2007.

The Company and its subsidiaries are subject to U.S. federal income tax as
well as income tax of multiple state and international jurisdictions. In the normal course of business, the Company is subject to examination by taxing authorities throughout the world. The Company has substantially completed tax audits for all U.S.
federal income tax matters for years through 2003 and generally concluded all other income tax matters globally for years through 2001.

The Company is currently under audit by various state and international tax authorities. The statute of limitation for tax assessments will expire in many jurisdictions during 2008. 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 $23,100 (including interest and penalties) in unrecognized tax benefits during 2008.



F-28



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##### Table of Contents

The following table represents a tabular reconciliation of total gross unrecognized tax benefits for the
fiscal year ended December 28, 2007:



|                                                  |  |   |         |  
|------------------------------------------------- |  | - | ------- | -
|Unrecognized tax benefits as of December 30, 2006 |  | $ | 69,692  |  
|Gross increases - tax positions in prior period   |  |   | 8,066   |  
|Gross decreases - tax positions in prior period   |  |   | (17,081 | )
|Gross increases - current-period tax positions    |  |   | 39,167  |  
|Lapse of statute of limitations                   |  |   | (125    | )
|                                                  |  |   |         |  
|Unrecognized tax benefits as of December 28, 2007 |  | $ | 99,719  |  
|                                                  |  |   |         |  

Other Income Tax Information

The Company reported income tax benefit of 1,226 on pre-tax loss from discontinued operations of 101 for the fiscal year ended December 28, 2007. The difference in the effective tax rate as compared to the
statutory rate is primarily attributable to adjustments made to reconcile the 2006 income tax provision amounts to the final 2006 income tax returns.

Pretax income (loss) from foreign continuing operations was $93,261, ($4,902) and $75,341, for the fiscal years ended December 28, 2007, December 29, 2006 and December 30, 2005, respectively.
Federal and state income taxes are provided on international subsidiary income distributed to or taxable in the U.S. during the year. As of December 28, 2007, federal and state taxes have not been provided for the repatriation of unremitted
earnings of certain foreign subsidiaries, which are considered to be permanently reinvested. A determination of the unrecognized deferred tax liability associated with permanently reinvested foreign subsidiary earnings is not practicable.

During 2006, the Company closed income tax audits for Holdings (U.S.) for the 2002 and 2003 tax periods, for JohnsonDiversey (France)
S.A.S. for the 2002 through 2004 tax periods, for Johnson Professional Co., Ltd. (Japan) for the 2003 through 2005 tax periods, and other income tax audits covering various entities for various previous tax periods. Based on the results of these
income tax audits, the Company reduced tax contingency reserve by $22,102 in 2006, of which $10,631 was recorded as a credit to goodwill and $11,471 was recorded as a credit to income tax expense from continuing operations. The Company continues to
provide tax contingency reserve for known income tax exposures globally.

On June 10, 2004, the Company completed the sale of shares
of Whitmire. The sale of shares resulted in a capital loss of $3,568 for U.S. income tax purposes. As of the year ended December 30, 2005, the Company had recorded a full valuation allowance on the deferred tax asset related to this capital
loss. This valuation allowance was reversed in fiscal year 2006 since the capital loss was used to offset the gain on the divestiture of the Polymer Business segment for U.S. income tax purposes.



|(18) | Defined Benefit Plans
|---- | ---------------------

Employees around the world
participate in various local pension and other defined benefit plans. These plans provide benefits that are generally based on years of credited service and a percentage of the employees eligible compensation, either earned throughout that
service or during the final years of employment. Some smaller plans also provide long-service payments.

Global Defined Benefit Pension Plans

The following table provides a summary of the changes in the Companys plans benefit obligations, assets and funded status
during fiscal years 2007 and 2006, and the amounts recognized in the consolidated balance sheets, in respect of those countries where the pension liabilities exceeded a certain threshold (approximately $5,000).



F-29



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##### Table of Contents

|                                                                         |  |                   |         |   |                   |   |         |                   |  |   |                   |   |  |            |         |   |                   |   |         |   |  |   |          |  
|------------------------------------------------------------------------ |  | ----------------- | ------- | - | ----------------- | - | ------- | ----------------- |  | - | ----------------- | - |  | ---------- | ------- | - | ----------------- | - | ------- | - |  | - | -------- | -
|                                                                         |  | Fiscal Year Ended |        
|                                                                         |  | December 28, 2007 |         |   | December 29, 2006 |  
|                                                                         |  | NorthAmericaPlans |         |   | JapanPlans        |   |         | Rest ofWorldPlans |  |   | NorthAmericaPlans |   |  | JapanPlans |         |   | Rest ofWorldPlans |  
|Change in benefit obligations:                                           |  |                   |         |   |                   |   |         |                   |  |   |                   |   |  |            |         |   |                   |   |         |   |  |   |          |  
|Benefit obligation at beginning of period                                |  | $                 | 242,806 |   |                   | $ | 69,145  |                   |  | $ | 482,383           |   |  | $          | 247,329 |   |                   | $ | 77,690  |   |  | $ | 495,630  |  
|Service cost                                                             |  |                   | 10,714  |   |                   |   | 1,256   |                   |  |   | 18,681            |   |  |            | 11,118  |   |                   |   | 1,348   |   |  |   | 20,198   |  
|Interest cost                                                            |  |                   | 13,983  |   |                   |   | 1,565   |                   |  |   | 22,274            |   |  |            | 14,412  |   |                   |   | 1,566   |   |  |   | 20,287   |  
|Plan participant contributions                                           |  |                   | 425     |   |                   |   |        |                   |  |   | 3,466             |   |  |            |        |   |                   |   |        |   |  |   | 2,871    |  
|Actuarial (gain) loss                                                    |  |                   | (9,797  | ) |                   |   | 1,392   |                   |  |   | (58,851           | ) |  |            | (4,451  | ) |                   |   | (3,091  | ) |  |   | (32,655  | )
|Benefits paid                                                            |  |                   | (35,625 | ) |                   |   | (4,744  | )                 |  |   | (15,107           | ) |  |            | (25,174 | ) |                   |   | (3,061  | ) |  |   | (22,111  | )
|(Gain) loss due to exchange rate movements                               |  |                   | 8,569   |   |                   |   | 3,706   |                   |  |   | 38,220            |   |  |            | 117     |   |                   |   | (618    | ) |  |   | 49,706   |  
|Plan amendments                                                          |  |                   |        |   |                   |   |        |                   |  |   |                  |   |  |            | 131     |   |                   |   |        |   |  |   | (10,326  | )
|Acquisitions                                                             |  |                   |        |   |                   |   |        |                   |  |   | 5,120             |   |  |            |        |   |                   |   |        |   |  |   | 9,523    |  
|Curtailments, settlements and special termination benefits               |  |                   | (234    | ) |                   |   |        |                   |  |   | (1,939            | ) |  |            | (676    | ) |                   |   | (4,689  | ) |  |   | (50,740  | )
|                                                                         |  |                   |         |   |                   |   |         |                   |  |   |                   |   |  |            |         |   |                   |   |         |   |  |   |          |  
|Benefit obligation at end of period                                      |  | $                 | 230,841 |   |                   | $ | 72,320  |                   |  | $ | 494,247           |   |  | $          | 242,806 |   |                   | $ | 69,145  |   |  | $ | 482,383  |  
|                                                                         |  |                   |         |   |                   |   |         |                   |  |   |                   |   |  |            |         |   |                   |   |         |   |  |   |          |  
|Change in plan assets:                                                   |  |                   |         |   |                   |   |         |                   |  |   |                   |   |  |            |         |   |                   |   |         |   |  |   |          |  
|Fair value of plan assets at beginning of period                         |  | $                 | 211,162 |   |                   | $ | 32,002  |                   |  | $ | 347,660           |   |  | $          | 170,119 |   |                   | $ | 34,324  |   |  | $ | 317,359  |  
|Actual return on plan assets                                             |  |                   | 15,865  |   |                   |   | 356     |                   |  |   | 8,882             |   |  |            | 18,440  |   |                   |   | 1,550   |   |  |   | 24,345   |  
|Employer contribution                                                    |  |                   | 27,226  |   |                   |   | 3,826   |                   |  |   | 26,036            |   |  |            | 47,861  |   |                   |   | 4,166   |   |  |   | 28,671   |  
|Plan participant contributions                                           |  |                   | 425     |   |                   |   |        |                   |  |   | 3,466             |   |  |            |        |   |                   |   |        |   |  |   | 2,871    |  
|Benefits paid                                                            |  |                   | (35,625 | ) |                   |   | (4,744  | )                 |  |   | (15,107           | ) |  |            | (25,174 | ) |                   |   | (3,061  | ) |  |   | (22,111  | )
|Gain (loss) due to exchange rate movements                               |  |                   | 7,238   |   |                   |   | 1,702   |                   |  |   | 28,606            |   |  |            | (84     | ) |                   |   | (305    | ) |  |   | 34,094   |  
|Acquisitions                                                             |  |                   |        |   |                   |   |        |                   |  |   | 1,919             |   |  |            |        |   |                   |   |        |   |  |   | 7,578    |  
|Settlements                                                              |  |                   |        |   |                   |   |        |                   |  |   |                  |   |  |            |        |   |                   |   | (4,672  | ) |  |   | (45,147  | )
|                                                                         |  |                   |         |   |                   |   |         |                   |  |   |                   |   |  |            |         |   |                   |   |         |   |  |   |          |  
|Fair value of plan assets at end of period                               |  | $                 | 226,291 |   |                   | $ | 33,142  |                   |  | $ | 401,462           |   |  | $          | 211,162 |   |                   | $ | 32,002  |   |  | $ | 347,660  |  
|                                                                         |  |                   |         |   |                   |   |         |                   |  |   |                   |   |  |            |         |   |                   |   |         |   |  |   |          |  
|Net amount recognized:                                                   |  |                   |         |   |                   |   |         |                   |  |   |                   |   |  |            |         |   |                   |   |         |   |  |   |          |  
|Funded status                                                            |  | $                 | (4,550  | ) |                   | $ | (39,178 | )                 |  | $ | (92,785           | ) |  | $          | (31,644 | ) |                   | $ | (37,143 | ) |  | $ | (134,723 | )
|Employer contributions between measurement date and year-end             |  |                   | 165     |   |                   |   |        |                   |  |   |                  |   |  |            | 35      |   |                   |   |        |   |  |   |         |  
|Unrecognized net actuarial loss                                          |  |                   |        |   |                   |   |        |                   |  |   |                  |   |  |            | 71,137  |   |                   |   | 25,015  |   |  |   | 48,348   |  
|Unrecognized prior service (credit) cost                                 |  |                   |        |   |                   |   |        |                   |  |   |                  |   |  |            | (69     | ) |                   |   | 23      |   |  |   | (12,790  | )
|Unrecognized transition obligation                                       |  |                   |        |   |                   |   |        |                   |  |   |                  |   |  |            |        |   |                   |   | 325     |   |  |   | 1,995    |  
|                                                                         |  |                   |         |   |                   |   |         |                   |  |   |                   |   |  |            |         |   |                   |   |         |   |  |   |          |  
|Net amount recognized                                                    |  | $                 | (4,385  | ) |                   | $ | (39,178 | )                 |  | $ | (92,785           | ) |  | $          | 39,459  |   |                   | $ | (11,780 | ) |  | $ | (97,170  | )
|                                                                         |  |                   |         |   |                   |   |         |                   |  |   |                   |   |  |            |         |   |                   |   |         |   |  |   |          |  
|Net amount recognized in consolidated balance sheets consists of:        |  |                   |         |   |                   |   |         |                   |  |   |                   |   |  |            |         |   |                   |   |         |   |  |   |          |  
|Noncurrent asset                                                         |  | $                 | 9,293   |   |                   | $ |        |                   |  | $ | 15,438            |   |  | $          |        |   |                   | $ |        |   |  | $ |         |  
|Current liability                                                        |  |                   | (207    | ) |                   |   | (165    | )                 |  |   | (2,588            | ) |  |            |        |   |                   |   |        |   |  |   |         |  
|Noncurrent liability                                                     |  |                   | (13,471 | ) |                   |   | (39,013 | )                 |  |   | (105,635          | ) |  |            |        |   |                   |   |        |   |  |   |         |  
|Prepaid benefit cost                                                     |  |                   |        |   |                   |   |        |                   |  |   |                  |   |  |            | 42,962  |   |                   |   | 637     |   |  |   | 289      |  
|Accrued benefit liability                                                |  |                   |        |   |                   |   |        |                   |  |   |                  |   |  |            | (3,503  | ) |                   |   | (12,417 | ) |  |   | (97,459  | )
|Additional minimum liability                                             |  |                   |        |   |                   |   |        |                   |  |   |                  |   |  |            | (59,154 | ) |                   |   | (24,686 | ) |  |   | (12,247  | )
|Intangible assets                                                        |  |                   |        |   |                   |   |        |                   |  |   |                  |   |  |            | 174     |   |                   |   | 347     |   |  |   | 961      |  
|Accumulated other comprehensive income                                   |  |                   |        |   |                   |   |        |                   |  |   |                  |   |  |            | 58,980  |   |                   |   | 24,339  |   |  |   | 11,286   |  
|                                                                         |  |                   |         |   |                   |   |         |                   |  |   |                   |   |  |            |         |   |                   |   |         |   |  |   |          |  
|Net amount recognized                                                    |  | $                 | (4,385  | ) |                   | $ | (39,178 | )                 |  | $ | (92,785           | ) |  | $          | 39,459  |   |                   | $ | (11,780 | ) |  | $ | (97,170  | )
|                                                                         |  |                   |         |   |                   |   |         |                   |  |   |                   |   |  |            |         |   |                   |   |         |   |  |   |          |  
|Amounts recognized in accumulated other comprehensive income consist of: |  |                   |         |   |                   |   |         |                   |  |   |                   |   |  |            |         |   |                   |   |         |   |  |   |          |  
|Net actuarial (gain) loss                                                |  | $                 | 52,238  |   |                   | $ | 26,390  |                   |  | $ | (1,287            | ) |  | $          |        |   |                   | $ |        |   |  | $ |         |  
|Prior service (credit) cost                                              |  |                   | (59     | ) |                   |   | 18      |                   |  |   | (13,252           | ) |  |            |        |   |                   |   |        |   |  |   |         |  
|Transition obligation                                                    |  |                   |        |   |                   |   | 218     |                   |  |   | 2,017             |   |  |            |        |   |                   |   |        |   |  |   |         |  
|                                                                         |  |                   |         |   |                   |   |         |                   |  |   |                   |   |  |            |         |   |                   |   |         |   |  |   |          |  
|Total                                                                    |  | $                 | 52,179  |   |                   | $ | 26,626  |                   |  | $ | (12,522           | ) |  | $          |        |   |                   | $ |        |   |  | $ |         |  
|                                                                         |  |                   |         |   |                   |   |         |                   |  |   |                   |   |  |            |         |   |                   |   |         |   |  |   |          |  

The Company adopted the funded status provisions of SFAS No. 158 at December 28 2007
resulting in an increase in net pension liabilities of $33,609, which was substantially offset to accumulated other comprehensive income.

In December 2007, the Company determined that its defined benefit plans at its subsidiary in Austria met the materiality threshold for accounting and reporting under SFAS No. 87, Employers Accounting for
Pensions. The plan assets, obligations and related activity are shown in the acquisitions line of the tables represented above.

During fiscal year 2007, the Company recognized the settlement of defined benefits to former North American Professional and Polymer employees, resulting in related losses of $6,841 and $1,226, respectively. The Company recorded the
Professional losses, which are related to the November 2005 Plan, in selling, general and administrative expenses in the consolidated statement of operations. The Polymer related losses were recorded as a component of discontinued operations in the
consolidated statement of operations.



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During fiscal year 2007, the Companys Italian subsidiary recognized curtailment losses of $845
relating to legislative changes to the mandatory termination indemnity program. The Company recorded the losses in selling, general and administrative expenses in the consolidated statement of operations.

During fiscal year 2007, in association with restructuring activities in Italy, France and the United Kingdom, the Company recognized net curtailment and
settlement losses of $443.

In December 2007, the Companys German subsidiary recorded losses of $156 related to the settlement of
certain defined benefits.

In December 2006, in association with restructuring activities in Japan, the Company recognized curtailment and
settlement charges of $1,951 due to early retirements.

In June 2006, in association with the divestiture of the Polymer Business, the
Company curtailed defined benefits to former North American Polymer employees resulting in a curtailment loss of $778, which is included in discontinued operations. In conjunction with the divestiture of the Polymer Business, the Company remeasured
its defined benefit plan obligations in North America and the Netherlands resulting in a $25,118 reduction of additional minimum pension liabilities, primarily as a result of an increase in discount rate assumptions.

In April 2006, the Company curtailed its participation in a defined benefit plan in the Netherlands sponsored by SCJ. The active participant plan
obligations were settled in June 2006 and the inactive participant obligations were settled in December 2006. The net result was a settlement gain of $147.

In April 2006, the Companys Turkish and Danish subsidiaries curtailed and settled certain defined benefit plans resulting in a settlement gain of $2,158 and settlement loss of $1,495, respectively.

Effective with the beginning of fiscal year 2006, the Company determined that its defined benefit plan at its subsidiary in Ireland met the
materiality threshold for accounting and reporting under SFAS No. 87, Employers Accounting for Pensions.The plan assets, obligations and related activity are shown in the acquisitions line of the tables represented
above.

The projected benefit obligation and fair value of plan assets for pension plans with a projected benefit obligation in
excess of plan assets at December 28, 2007 were as follows:



|                                                                                                                                                                                                                                              |  |                   |        |                   |   |                   |  |                   |         |            |   |                   |  |   |        |  |   |        
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------------- | ------ | ----------------- | - | ----------------- |  | ----------------- | ------- | ---------- | - | ----------------- |  | - | ------ |  | - | -------
|                                                                                                                                                                                                                                              |  | December 28, 2007 |        | December 29, 2006
|                                                                                                                                                                                                                                              |  | NorthAmericaPlans |        | JapanPlans        |   | Rest ofWorldPlans |  | NorthAmericaPlans |         | JapanPlans |   | Rest ofWorldPlans
|Projected benefit obligation                                                                                                                                                                                                                  |  | $                 | 61,021 |                   | $ | 72,320            |  | $                 | 380,769 |            | $ | 235,332           |  | $ | 68,986 |  | $ | 482,361
|Fair value of plan assets                                                                                                                                                                                                                     |  |                   | 47,178 |                   |   | 33,142            |  |                   | 272,546 |            |   | 202,850           |  |   | 31,237 |  |   | 347,623
|The projected benefit obligation, accumulated
benefit obligation, and fair value of plan assets for pension plans with an accumulated benefit obligation in excess of plan assets at December 28, 2007 and December 29, 2006 were as follows:
|                                                                                                                                                                                                                                              |  | December 28, 2007 |        | December 29, 2006
|                                                                                                                                                                                                                                              |  | NorthAmericaPlans |        | JapanPlans        |   | Rest ofWorldPlans |  | NorthAmericaPlans |         | JapanPlans |   | Rest ofWorldPlans
|Projected benefit obligation                                                                                                                                                                                                                  |  | $                 | 4,596  |                   | $ | 72,320            |  | $                 | 140,706 |            | $ | 190,550           |  | $ | 68,986 |  | $ | 258,631
|Accumulated benefit obligation                                                                                                                                                                                                                |  |                   | 4,440  |                   |   | 71,560            |  |                   | 130,413 |            |   | 188,137           |  |   | 68,328 |  |   | 232,792
|Fair value of plan assets                                                                                                                                                                                                                     |  |                   |       |                   |   | 33,142            |  |                   | 59,185  |            |   | 164,528           |  |   | 31,237 |  |   | 152,344



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Actuarial calculations were computed using the following weighted-average rates:



|                                                                  |  |                   |   |  |                   |   |  |                   |   |  |                   |   |  |            |   |  |                   |  
|----------------------------------------------------------------- |  | ----------------- | - |  | ----------------- | - |  | ----------------- | - |  | ----------------- | - |  | ---------- | - |  | ----------------- | -
|                                                                  |  | December 28, 2007 |   |  | December 29, 2006 |  
|                                                                  |  | NorthAmericaPlans |   |  | JapanPlans        |   |  | Rest ofWorldPlans |   |  | NorthAmericaPlans |   |  | JapanPlans |   |  | Rest ofWorldPlans |  
|Weighted-average discount rate                                    |  | 5.92              | % |  | 2.05              | % |  | 4.95              | % |  | 5.66              | % |  | 2.25       | % |  | 4.82              | %
|Weighted-average rate of increase in future compensation levels   |  | 4.25              | % |  | 4.00              | % |  | 2.84              | % |  | 4.41              | % |  | 4.00       | % |  | 3.11              | %
|Weighted-average expected long-term rate of return on plan assets |  | 7.90              | % |  | 3.62              | % |  | 6.45              | % |  | 7.91              | % |  | 2.75       | % |  | 6.93              | %

The components of net periodic benefit cost for the fiscal years ended December 28,
2007, December 29, 2006 and December 30, 2005, respectively, were as follows:



|                                                           |  |                   |         |   |                   |   |       |                   |  |   |                   |   |  |            |         |   |                   |   |       |                   |  |   |            |   |  |                   |         |   |  |   |       |   |  |   |         |  
|---------------------------------------------------------- |  | ----------------- | ------- | - | ----------------- | - | ----- | ----------------- |  | - | ----------------- | - |  | ---------- | ------- | - | ----------------- | - | ----- | ----------------- |  | - | ---------- | - |  | ----------------- | ------- | - |  | - | ----- | - |  | - | ------- | -
|                                                           |  | Fiscal Year Ended |        
|                                                           |  | December 28, 2007 |         |   | December 29, 2006 |   |       | December 30, 2005 | 
|                                                           |  | NorthAmericaPlans |         |   | JapanPlans        |   |       | Rest ofWorldPlans |  |   | NorthAmericaPlans |   |  | JapanPlans |         |   | Rest ofWorldPlans |   |       | NorthAmericaPlans |  |   | JapanPlans |   |  | Rest ofWorldPlans |        
|Service cost                                               |  | $                 | 10,714  |   |                   | $ | 1,256 |                   |  | $ | 18,681            |   |  | $          | 11,118  |   |                   | $ | 1,348 |                   |  | $ | 20,198     |   |  | $                 | 11,267  |   |  | $ | 1,543 |   |  | $ | 20,849  |  
|Interest cost                                              |  |                   | 13,983  |   |                   |   | 1,565 |                   |  |   | 22,274            |   |  |            | 14,412  |   |                   |   | 1,566 |                   |  |   | 20,287     |   |  |                   | 13,269  |   |  |   | 1,588 |   |  |   | 20,775  |  
|Expected return on plan assets                             |  |                   | (16,562 | ) |                   |   | (793  | )                 |  |   | (23,518           | ) |  |            | (14,734 | ) |                   |   | (610  | )                 |  |   | (21,044    | ) |  |                   | (14,175 | ) |  |   | (633  | ) |  |   | (18,550 | )
|Amortization of net loss                                   |  |                   | 3,182   |   |                   |   | 1,803 |                   |  |   | 1,633             |   |  |            | 3,322   |   |                   |   | 2,348 |                   |  |   | 2,613      |   |  |                   | 3,645   |   |  |   | 2,497 |   |  |   | 2,508   |  
|Amortization of transition obligation                      |  |                   |        |   |                   |   | 120   |                   |  |   | 199               |   |  |            |        |   |                   |   | 234   |                   |  |   | 182        |   |  |                   |        |   |  |   | 252   |   |  |   |        |  
|Amortization of prior service (credit) cost                |  |                   | (18     | ) |                   |   | 5     |                   |  |   | (739              | ) |  |            | (28     | ) |                   |   | 5     |                   |  |   | (679       | ) |  |                   | (31     | ) |  |   | (161  | ) |  |   | (108    | )
|Curtailments, settlements and special termination benefits |  |                   | 8,067   |   |                   |   |      |                   |  |   | 1,444             |   |  |            | 1,448   |   |                   |   | 1,951 |                   |  |   | 188        |   |  |                   | 150     |   |  |   |      |   |  |   | (2,406  | )
|                                                           |  |                   |         |   |                   |   |       |                   |  |   |                   |   |  |            |         |   |                   |   |       |                   |  |   |            |   |  |                   |         |   |  |   |       |   |  |   |         |  
|Net periodic pension cost                                  |  | $                 | 19,366  |   |                   | $ | 3,956 |                   |  | $ | 19,974            |   |  | $          | 15,538  |   |                   | $ | 6,842 |                   |  | $ | 21,745     |   |  | $                 | 14,125  |   |  | $ | 5,086 |   |  | $ | 23,068  |  
|                                                           |  |                   |         |   |                   |   |       |                   |  |   |                   |   |  |            |         |   |                   |   |       |                   |  |   |            |   |  |                   |         |   |  |   |       |   |  |   |         |  

The amortization of any prior service cost is determined using a straight-line amortization of the
cost over the average remaining service period of employees expected to receive benefits under the plan.

Expected pension benefit
disbursements for each of the next five years and the five succeeding years are as follows:



|                           |  |                   |        |            |   |                   |  |   |        
|-------------------------- |  | ----------------- | ------ | ---------- | - | ----------------- |  | - | -------
|Year                       |  | NorthAmericaPlans |        | JapanPlans |   | Rest ofWorldPlans
|2008                       |  | $                 | 11,007 |            | $ | 3,444             |  | $ | 16,847 
|2009                       |  |                   | 11,389 |            |   | 3,503             |  |   | 15,223 
|2010                       |  |                   | 13,327 |            |   | 3,423             |  |   | 17,765 
|2011                       |  |                   | 14,428 |            |   | 3,545             |  |   | 17,616 
|2012                       |  |                   | 14,445 |            |   | 3,572             |  |   | 18,631 
|Next five years thereafter |  |                   | 96,272 |            |   | 17,533            |  |   | 112,238

Defined Benefit Pension Plans

The Company uses a measurement date of October 31 for its U.S. based pension plans, and December 31 for its non-U.S. based pension plans.

The following represents the weighted-average asset allocation by asset category for the Companys North America, Japan and Rest of World defined
benefit pension plans on December 28, 2007:



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##### Table of Contents

|                          |  |                     |   |  |             |   |  |                     |   |  |        |   |  |            |   |  |        |  
|------------------------- |  | ------------------- | - |  | ----------- | - |  | ------------------- | - |  | ------ | - |  | ---------- | - |  | ------ | -
|                          |  | North America Plans |   |  | Japan Plans |   |  | Rest of World Plans |  
|Asset Class               |  | Allocation          |   |  | Target      |   |  | Allocation          |   |  | Target |   |  | Allocation |   |  | Target |  
|Non-U.S. Equities         |  | 19                  | % |  | 19          | % |  | 26                  | % |  | 26     | % |  | 25         | % |  | 25     | %
|U.S. Equities             |  | 30                  | % |  | 29          | % |  | 6                   | % |  | 6      | % |  | 21         | % |  | 21     | %
|Non-U.S. Fixed Income     |  | 8                   | % |  | 8           | % |  | 12                  | % |  | 12     | % |  | 29         | % |  | 29     | %
|U.S. Fixed Income         |  | 38                  | % |  | 39          | % |  | 3                   | % |  | 3      | % |  | 10         | % |  | 10     | %
|Non-U.S. Real Estate      |  | 0                   | % |  | 0           | % |  | 0                   | % |  | 0      | % |  | 8          | % |  | 8      | %
|U.S. Real Estate          |  | 3                   | % |  | 3           | % |  | 0                   | % |  | 0      | % |  | 4          | % |  | 4      | %
|Cash and Cash Equivalents |  | 2                   | % |  | 2           | % |  | 53                  | % |  | 53     | % |  | 3          | % |  | 3      | %

Employer Contributions

The Company expects to contribute approximately $17,331, $5,100 and $25,034 respectively, to its North America, Japan and Rest of World defined benefit pension plans during fiscal year 2008.

Investment Policies & Strategies

A
diversified strategic asset allocation that efficiently and prudently generates investment returns that will meet the objectives of the trust is developed using an asset / liability study for each trust. These studies incorporate specific plan
objectives as well as long-term capital market returns and volatilities. Managers are selected to manage assets in given asset class based on their ability to provide returns at or above a passive investment in their asset class. These managers are
evaluated annually on their risk adjusted returns. The actual asset allocations are monitored and adjusted toward the strategic target when appropriate. Investment guidelines have been developed and provided to the managers.

A number of philosophical beliefs are inherent in the allocation of assets. Over the long term, equities are expected to outperform fixed income
investments. The long-term nature of the trust makes it well suited to bear the added volatility from equities in exchange for the greater long-term expected return. Accordingly, the trusts asset allocation usually favors a higher allocation
to equities versus fixed income unless circumstances warrant otherwise.

Non-U.S equities serve to diversify some of the volatility of the
U. S. equity market while providing comparable long-term returns. Additionally, non-U.S. equities expand the investment opportunities of the funds. In some countries, governmental or regulatory restrictions require that a certain percentage be
invested in the home countrys capital markets.

Alternative asset classes, such as private equity and real estate may be utilized for
additional diversification and return potential where appropriate. Allocation to real estate tends to be higher in Europe than the rest of the world.

Fixed income managers will be afforded the opportunity to invest in essentially all sectors of the fixed income market albeit restricted in some instances by investment guidelines to limit exposure to the more
volatile security sectors.

Long-Term Rate of Return Assumptions

The expected long-term rate of return assumptions were chosen from the range of likely results of compound average annual returns over a long-term time horizon. Historical returns and volatilities are modeled to
determine the final asset allocations that best meet the objectives of asset/liability studies. These asset allocations, when viewed over a long-term historical view of the capital markets, yield an expected return on assets as follows:



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##### Table of Contents

|               |  |                |  
|-------------- |  | -------------- | -
|North America  |  | ExpectedReturn |  
|Canada         |  | 7.50           | %
|United States  |  | 8.00           | %
|               | 
|Japan          |  |                |  
|Japan          |  | 3.75           | %
|               | 
|Rest of World  |  |                |  
|Austria        |  | 5.00           | %
|Belgium        |  | 7.25           | %
|Germany        |  | 5.50           | %
|Ireland        |  | 7.00           | %
|Netherlands    |  | 6.75           | %
|Switzerland    |  | 5.75           | %
|United Kingdom |  | 7.00           | %

Supplemental Separation Pay Plan

The Company also has an unfunded supplemental separation pay plan. This plan provides retirement benefits for employees formerly with SCJ who were hired
before 1995. The projected benefit obligation was $5,776 and $5,903 as of December 28, 2007 and December 29, 2006, respectively, and is included in accrued expenses on the consolidated balance sheet. The accumulated benefit obligation was
$4,305 and $4,357 as of December 28, 2007 and December 29, 2006, respectively.

In January 2008, the Company terminated and
settled the plan, resulting in distributions equivalent to accrued expenses. The Company has no further obligations in respect of the plan.



|(19) | Other Post-Employment Benefits
|---- | ------------------------------

In addition to
providing pension benefits, the Company provides for a portion of healthcare, dental, vision and life insurance benefits for certain retired employees, primarily at its North American segment. Covered employees retiring from the Company on or after
attaining age 50 and who have rendered at least ten years of service to the Company are entitled to post-retirement healthcare, dental and life insurance benefits. These benefits are subject to deductibles, co-payment provisions and other
limitations. Contributions made by the Company are equivalent to benefits paid. The Company may change or terminate the benefits at any time. The Company has elected to amortize the transition obligation over a 20-year period. The status of these
plans, including a reconciliation of benefit obligations, a reconciliation of plan assets and the funded status of the plans follows:



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##### Table of Contents

|                                                                         |  |                   |         |   |                   |   |         |  
|------------------------------------------------------------------------ |  | ----------------- | ------- | - | ----------------- | - | ------- | -
|                                                                         |  | Fiscal Year Ended |        
|                                                                         |  | December 28, 2007 |         |   | December 29, 2006 |  
|Change in benefit obligations:                                           |  |                   |         |   |                   |   |         |  
|Benefit obligation at beginning of period                                |  | $                 | 96,671  |   |                   | $ | 96,223  |  
|Service cost                                                             |  |                   | 2,394   |   |                   |   | 2,506   |  
|Interest cost                                                            |  |                   | 5,660   |   |                   |   | 5,300   |  
|Actuarial (gain) loss                                                    |  |                   | (16,808 | ) |                   |   | 4,970   |  
|Benefits paid                                                            |  |                   | (4,941  | ) |                   |   | (5,897  | )
|Loss due to exchange rate movements                                      |  |                   | 526     |   |                   |   | 506     |  
|Acquisitions                                                             |  |                   | 256     |   |                   |   |        |  
|Curtailments, settlements and special termination benefits               |  |                   |        |   |                   |   | (6,937  | )
|                                                                         |  |                   |         |   |                   |   |         |  
|Benefit obligation at end of period                                      |  | $                 | 83,758  |   |                   | $ | 96,671  |  
|                                                                         |  |                   |         |   |                   |   |         |  
|Change in plan assets:                                                   |  |                   |         |   |                   |   |         |  
|Fair value of plan assets at beginning of period                         |  | $                 |        |   |                   | $ |        |  
|Employer contribution                                                    |  |                   | 4,941   |   |                   |   | 5,897   |  
|Plan participants contribution                                           |  |                   | 1,183   |   |                   |   | 820     |  
|Benefits paid                                                            |  |                   | (6,124  | ) |                   |   | (6,717  | )
|                                                                         |  |                   |         |   |                   |   |         |  
|Fair value of plan assets at end of period                               |  | $                 |        |   |                   | $ |        |  
|                                                                         |  |                   |         |   |                   |   |         |  
|Net amount recognized:                                                   |  |                   |         |   |                   |   |         |  
|Funded status                                                            |  | $                 | (83,758 | ) |                   | $ | (96,671 | )
|Employer contributions between measurement date and year-end             |  |                   | 616     |   |                   |   | 1,043   |  
|Unrecognized net actuarial loss                                          |  |                   |        |   |                   |   | 31,782  |  
|Unrecognized prior service credit                                        |  |                   |        |   |                   |   | (2,816  | )
|                                                                         |  |                   |         |   |                   |   |         |  
|Accrued benefit costs                                                    |  | $                 | (83,142 | ) |                   | $ | (66,662 | )
|                                                                         |  |                   |         |   |                   |   |         |  
|Net amount recognized in consolidated balance sheets consists of:        |  |                   |         |   |                   |   |         |  
|Current liability                                                        |  | $                 | (3,786  | ) |                   | $ |        |  
|Noncurrent liability                                                     |  |                   | (79,356 | ) |                   |   |        |  
|Accrued benefit liability                                                |  |                   |        |   |                   |   | (66,662 | )
|                                                                         |  |                   |         |   |                   |   |         |  
|Net amount recognized                                                    |  | $                 | (83,142 | ) |                   | $ | (66,662 | )
|                                                                         |  |                   |         |   |                   |   |         |  
|Amounts recognized in accumulated other comprehensive income consist of: |  |                   |         |   |                   |   |         |  
|Net actuarial loss                                                       |  | $                 | 13,518  |   |                   | $ |        |  
|Prior service credit                                                     |  |                   | (2,533  | ) |                   |   |        |  
|                                                                         |  |                   |         |   |                   |   |         |  
|Total                                                                    |  | $                 | 10,985  |   |                   | $ |        |  
|                                                                         |  |                   |         |   |                   |   |         |  

The accumulated post-retirement benefit obligations were determined using a weighted-average
discount rate of 6.06% and 5.82% at December 28, 2007 and December 29, 2006, respectively. The components of net periodic benefit cost for the fiscal years ended December 28, 2007, December 29, 2006 and December 30,
2005 were as follows:



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|                                                           |  |                   |       |   |                   |   |       |                   |  |   |      
|---------------------------------------------------------- |  | ----------------- | ----- | - | ----------------- | - | ----- | ----------------- |  | - | -----
|                                                           |  | Fiscal Year Ended
|                                                           |  | December 28, 2007 |       |   | December 29, 2006 |   |       | December 30, 2005
|Service cost                                               |  | $                 | 2,394 |   |                   | $ | 2,506 |                   |  | $ | 3,355
|Interest cost                                              |  |                   | 5,660 |   |                   |   | 5,300 |                   |  |   | 4,896
|Amortization of net loss                                   |  |                   | 1,401 |   |                   |   | 1,050 |                   |  |   | 751  
|Amortization of transition obligation                      |  |                   |      |   |                   |   |      |                   |  |   | 287  
|Amortization of prior service (credit) cost                |  |                   | (187  | ) |                   |   | (191  | )                 |  |   | 50   
|Curtailments, settlements and special termination benefits |  |                   | (129  | ) |                   |   | (927  | )                 |  |   |     
|                                                           |  |                   |       |   |                   |   |       |                   |  |   |      
|Net periodic benefit cost                                  |  | $                 | 9,139 |   |                   | $ | 7,738 |                   |  | $ | 9,339
|                                                           |  |                   |       |   |                   |   |       |                   |  |   |      

The Company adopted the funded status provisions of SFAS No. 158 at December 28, 2007
resulting in an increase in pension liabilities of $10,985, which was substantially offset to accumulated other comprehensive income.

In
June 2006, in association with the divestiture of the Polymer Business, the Company curtailed defined benefits and retiree welfare benefits to former North American Polymer employees, resulting in a curtailment loss of $4,068 for retiree welfare
benefits.

Effective the beginning of fiscal year 2006, a new healthcare system was introduced in the Netherlands. The new system required
that all residents and non-residents working in the Netherlands subscribe to private health insurance with an insurer of their choice, regardless of income level. In association with the new system, the Company and affected employees negotiated a
new collective bargaining agreement that discontinued the Company- sponsored postretirement medical subsidy, resulting in a curtailment gain of $4,557 during the first quarter of fiscal 2006.

For the fiscal year ended December 28, 2007, healthcare cost trend rates were assumed to be 4% for international plans, and for U.S. plans 8% for
2008-2010 then downgrading 1% per year to 5% in 2013. In Canada, we are using 9.5% in 2008 and downgrading to 5% by 2017. For the fiscal year ended December 29, 2006, healthcare cost trend rates were assumed to be in a range of 3% to 4%
for international plans and 9% downgrading to 5% by 2011 for domestic plans. The assumed healthcare cost trend rate has a significant effect on the amounts reported for the healthcare plans. A one percentage point change on assumed healthcare cost
trend rates would have the following effect for the fiscal year ended December 28, 2007:



|                                                        |  |                              |       |                              |   |        |  
|------------------------------------------------------- |  | ---------------------------- | ----- | ---------------------------- | - | ------ | -
|                                                        |  | One Percentage PointIncrease |       | One Percentage PointDecrease |  
|Effect on total of service and interest cost components |  | $                            | 839   |                              | $ | (643   | )
|Effect on post-retirement benefit obligation            |  |                              | 7,746 |                              |   | (6,721 | )

The amortization of any prior service cost is determined using a straight-line amortization of the
cost over the average remaining service period of employees expected to receive benefits under the plan.

Expected post-retirement benefits
for each of the next five years and succeeding five years are as follows:



|                           |  |   |       
|-------------------------- |  | - | ------
|Year                       |  |  
|2008                       |  | $ | 3,786 
|2009                       |  |   | 4,505 
|2010                       |  |   | 5,260 
|2011                       |  |   | 5,768 
|2012                       |  |   | 6,066 
|Next five years thereafter |  |   | 33,181



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##### Table of Contents

|(20) | Other Employee Benefit Plans
|---- | ----------------------------

Discretionary Profit-Sharing Plan

The Company has a discretionary profit-sharing plan covering certain employees. Under the plan, the Company expensed $8,560, $9,680 and
$9,432 for the fiscal years ended December 28, 2007, December 29, 2006 and December 30, 2005, respectively.

Defined Contribution
Plans

The Company has various defined contribution benefit plans which cover certain employees. The Company has expanded use of such
plans in select countries where they have been used to supplement or replace defined benefit plans.

In the Companys North American
segments, participants can make voluntary contributions in accordance with the provisions of their respective plan, which includes a 40l(k) tax-deferred option. In association with these plans, the Company paid $5,087 and $5,319 for matching
contributions during the fiscal years ended December 28, 2007 and December 29, 2006, respectively. The Companys other business segments contributed $6,109 and $5,326 to defined contribution plans during the fiscal years ended
December 28, 2007 and December 29, 2006, respectively.



|(21) | Fair Value of Financial Instruments
|---- | -----------------------------------

The book
values of the Companys financial instruments, including cash and cash equivalents, trade receivables, trade payables and derivative instruments, approximates their respective fair values.

The book values and estimated fair values of borrowings are reflected below:



|                                                            |  |                   |           |                   |   |            |  |            |           |  |   |          
|----------------------------------------------------------- |  | ----------------- | --------- | ----------------- | - | ---------- |  | ---------- | --------- |  | - | ---------
|                                                            |  | December 28, 2007 |           | December 29, 2006
|                                                            |  | Book Value        |           | Fair Value        |   | Book Value |  | Fair Value
|Short-term borrowings and current portion of long term debt |  | $                 | 32,079    |                   | $ | 32,079     |  | $          | 48,603    |  | $ | 48,603   
|Long-term borrowings                                        |  |                   | 1,069,451 |                   |   | 1,079,769  |  |            | 1,046,942 |  |   | 1,073,745

The fair values of long-term borrowings were estimated using quoted market prices. The book values
of short-term borrowings approximate fair value due to the short-term nature of the lines of credit (see Note 13).



|(22) | Stock-Based Compensation
|---- | ------------------------

The Company has a
long-term incentive plan (the Plan) that provides for the right to purchase stock of Holdco, the parent of Holdings, for certain members of senior management of the Company.

In December 2005, the Company and Holdco approved the cancellation of the Plan. In connection with this decision, Holdco commenced an offer to purchase
all of its outstanding class C common stock, options to purchase its class C common stock and class B common stock held by senior management of the Company and current or former employees of SCJ. The offer expired in March 2006. Pursuant to the
offer, holders of Holdcos class C common stock who tendered shares in the offer received $139.25 in cash, without interest, for each share of class C common stock tendered. Holders of options received a cash payment as follows: (a) for
options with an exercise price less than $139.25 per share, an amount equal to the difference between $139.25 and the exercise price for each share of class C common stock issuable upon exercise of the options and (b) for options with an
exercise price equal to or greater than $139.25 per share, $8.00 for each share of class C common stock issuable upon exercise of the options. Holders of class B common stock received $83.30 for each share of class B common stock tendered. Those
participants who chose not to accept the tender offer will continue to participate under existing Plan terms; however, the Company will not grant further awards under the Plan.



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##### Table of Contents

The Company recorded $393 and $5,136 in selling, general and administrative expenses in the fiscal years
ended December 29, 2006 and December 30, 2005, respectively, in recognition of the costs associated with the participants accepting the tender offer. The offer was approved by the Companys Compensation Committee in December 2005 and
its outcome on the financial results of the Company was both probable and reasonably estimable as of December 2005.

Options issued under
the modified Plan were 153,622 for the period ended December 30, 2005. Further, the board of directors approved discretionary stock options to certain employees under the modified Plan. Discretionary stock options issued under the Plan were
4,570 for the period ended December 30, 2005.

Compensation expense recorded by the Company related to restricted stock and debt
forgiveness, net of forfeitures, was $155, ($522), and ($171) for the fiscal years ended December 28, 2007, December 29, 2006, and December 30, 2005, respectively.

A summary of stock option activity and average exercise price is as follows:



|                                         |  |                  |   |  |                                |       
|---------------------------------------- |  | ---------------- | - |  | ------------------------------ | ------
|                                         |  | Number of Shares |   |  | Weighted-AverageExercise Price
|Shares under option at December 31, 2004 |  | 409,049          |   |  | $                              | 119.39
|Options granted                          |  | 158,192          |   |  |                                | 143.06
|Options lapsed or surrendered            |  | (47,041          | ) |  |                                | 126.81
|Options exercised                        |  | (19,062          | ) |  |                                | 118.41
|                                         |  |                  |   |  |                                |       
|Shares under option at December 30, 2005 |  | 501,138          |   |  |                                | 126.20
|Options tendered                         |  | (375,588         | ) |  |                                | 129.45
|Options lapsed or surrendered            |  | (1,809           | ) |  |                                | 135.94
|Options exercised                        |  | (230             | ) |  |                                | 111.53
|                                         |  |                  |   |  |                                |       
|Shares under option at December 29, 2006 |  | 123,511          |   |  |                                | 116.12
|Options lapsed or surrendered            |  | (260             | ) |  |                                | 140.09
|                                         |  |                  |   |  |                                |       
|Shares under option at December 28, 2007 |  | 123,251          |   |  | $                              | 116.07
|                                         |  |                  |   |  |                                |       

Information related to stock options outstanding and stock options exercisable as of
December 28, 2007, is as follows:



|                             |             |                  |             |                                        |                 |  |  
|---------------------------- | ----------- | ---------------- | ----------- | -------------------------------------- | --------------- |  | -
|Weighted-Average Price Range |             | Number of Shares |             | Weighted-Average Remaining Contractual
|                             | Outstanding |                  | Exercisable |                                        | Life (in Years)
|$                            | 82.63       |                  | 26,316      |                                        | 26,316          |  | 2
|                             | 114.16      |                  | 27,675      |                                        | 27,675          |  | 3
|                             | 136.05      |                  | 9,850       |                                        | 9,850           |  | 1
|                             | 106.93      |                  | 11,375      |                                        | 11,375          |  | 2
|                             | 115.07      |                  | 12,500      |                                        | 12,500          |  | 3
|                             | 136.79      |                  | 16,920      |                                        |                |  | 3
|                             | 143.06      |                  | 18,615      |                                        |                |  | 4
|                             |             |                  |             |                                        |                 |  |  
|                             |             |                  | 123,251     |                                        | 87,716          |  |  
|                             |             |                  |             |                                        |                 |  |  

Exercisable options held by employees at December 28, 2007 were 87,716. The weighted-average
exercise price for options exercisable at December 28, 2007 was $106.35.

As of December 28, 2007, there was a total of 35,535
nonvested options outstanding at weighted-average fair value of $45.93 per share, and there was $612 of total unrecognized compensation cost related to nonvested share-based compensation arrangements, which the Company expects to be recognize over
the next two years. The Company recorded related compensation expense of $515 and $628 in the fiscal years ended December 28, 2007 and December 29, 2006, respectively.



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Adoption of New Cash-Based Long-Term Incentive Program

In December 2005, the Company approved a new long-term incentive program, which became effective at the beginning of fiscal year 2006. The new program is
not stock-based; rather, it provides for the accumulation of long-term cash awards based on three-year financial performance periods. The new awards are earned through service. The compensation expense related to the services rendered were $16,805
and $5,778 for the fiscal years ended December 28, 2007 and December 29, 2006, respectively. Payments to be made to employees under this long-term incentive program will be made in 2009 and therefore the liability is shown as a long-term
obligation in the Companys consolidated balance sheet.



|(23) | Lease Commitments
|---- | -----------------

The Company leases certain
plant, office and warehouse space as well as machinery, vehicles, data processing and other equipment under long-term, noncancelable operating leases. Certain of the leases have renewal options at reduced rates and provisions requiring the Company
to pay maintenance, property taxes and insurance. Generally, all rental payments are fixed. At December 28, 2007, the future payments for all operating leases with remaining lease terms in excess of one year, and excluding maintenance, taxes
and insurance, in each of the next five fiscal years and thereafter were as follows:



|           |  |   |        
|---------- |  | - | -------
|Year       |  |  
|2008       |  | $ | 56,144 
|2009       |  |   | 39,124 
|2010       |  |   | 25,450 
|2011       |  |   | 13,469 
|2012       |  |   | 11,322 
|Thereafter |  |   | 44,652 
|           |  |   |        
|           |  | $ | 190,161
|           |  |   |        

Total rent expense under all leases was $72,086, $75,813 and $75,781 for the fiscal years ended
December 28, 2007, December 29, 2006 and December 30, 2005, respectively.



|(24) | Related-Party Transactions
|---- | --------------------------

The Company purchases
certain raw materials and products from SCJ, which, like the Company, is majority-owned by the descendants of Samuel Curtis Johnson. Total inventory purchased from SCJ was $25,277, $29,003 and $31,019 for the fiscal years ended December 28,
2007, December 29, 2006 and December 30, 2005, respectively.

SCJ also provides certain administrative, business support and
general services, including shared facility services to the Company. In addition, the Company leases certain facilities from SCJ. Charges for these services and leases totaled $15,392, $14,923 and $12,134 for the fiscal years ended December 28,
2007, December 29, 2006 and December 30, 2005, respectively.

The Company licenses the use of certain trade names,
housemarks and brand names from SCJ. Payments to SCJ under the license agreements governing the names and marks totaled $6,109, $4,666 and $4,482 for the fiscal years ended December 28, 2007, December 29, 2006 and December 30,
2005, respectively.

SCJ purchases certain raw materials and products from the Company. Total inventory purchased by SCJ from the Company
was $2,183, $14,786 and $21,627 for the fiscal years ended December 28, 2007, December 29, 2006, and December 30, 2005, respectively.

In June 2006, in connection with the divestiture of the Polymer Business, the Company entered into a toll manufacturing agreement with SCJ. In addition, the Company and SCJ entered a toll manufacturing agreement
covering its North American



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##### Table of Contents

business. Under both agreements, SCJ supports and performs certain manufacturing functions at its Waxdale operation in the United States. In association with
these tolling agreements, the Company paid SCJ $5,884 and $2,383 during the fiscal year ended December 28, 2007 and December 29, 2006 respectively.

The Company has a banking relationship with the Johnson Financial Group, which is majority-owned by the descendants of Samuel Curtis Johnson. Service fees paid to the Johnson Financial Group totaled $118, $140 and
$137, for the fiscal years ended December 28, 2007, December 29, 2006 and December 30, 2005, respectively.

The Company
leased its North American headquarters building from Willow Holdings, Inc., which is controlled by the descendants of Samuel Curtis Johnson. The Companys operating lease costs were $700, $806 and $789 for the fiscal years ended
December 28, 2007, December 29, 2006 and December 30, 2005, respectively.

On December 20, 2007, the Company
purchased the land and building from Willow Holdings, LLC for $5,788. As part of the purchase, the parties terminated the lease arrangements. The Company and Willow Holdings, LLC also entered into a Right of First Offer Purchase Agreement which
provides Willow Holdings, LLC the opportunity to purchase the property in the event the Company desires to sell the property.

In
connection with the acquisition of the DiverseyLever business, The Company and various of our subsidiaries entered into a sales agency agreement with Unilever whereby, subject to limited exceptions, the Company and various of our subsidiaries act as
Unilevers sales agents in the sale of certain of Unilevers consumer brand cleaning products to institutional and industrial end-users in most countries where DiverseyLever conducted its business prior to the closing of the acquisition.
The original term of the sales agency agreement was extended until December 31, 2007. On October 11, 2007 the Company and Unilever executed an umbrella agreement (the Umbrella Agreement) pursuant to which the parties agreed to
the terms of (i) a new agency agreement (the New Agency Agreement) that is substantially similar to the prior agency agreement (the Prior Agency Agreement) and that applies to Ireland, the United Kingdom, Portugal and
Brazil and (ii) a master sub-license agreement (the License Agreement and collectively with the Umbrella Agreement and the New Agency Agreement, the Replacement Agreements) under which Unilever agreed to grant us and our
affiliates a license to produce and sell professional packs of Unilevers consumer brand cleaning products in 31 other countries that were subject to the Prior Agency Agreement. Under the Umbrella Agreement, the Company and our affiliates also
entered into agreements with Unilever to distribute consumer packs of Unilevers consumer brand cleaning products in the same 31 countries as the License Agreement. The New Agency Agreement, the License Agreement and the consumer pack
distribution arrangements took effect on January 1, 2008.

Amounts earned under the prior sales agency agreement totaled $91,928,
$85,516 and $94,105 for the fiscal years ended December 28, 2007, December 29, 2006 and December 30, 2005, respectively.

Under the dispensed products license agreement, Unilever has granted the Company a license to use certain intellectual property relating to the products the Company sells for use in certain personal care product dispensing systems. The
dispensed products license agreement by its terms, terminates on May 2, 2007 but is automatically renewed for successive one year periods. Either party may terminate the dispensed products license agreement or the licenses granted under the
agreement by providing six months written notice prior to any anniversary of the dispensed products license agreement. The dispensed products license agreement has been extended to May 2, 2008. Payments to Unilever under the dispensed
products license agreement totaled $924, $877 and $764 for the fiscal years ended December 28, 2007, December 29, 2006 and December 30, 2005, respectively.

Under the transitional services agreement, Unilever provided the Company with a wide range of support services that were intended to ensure the smooth
transition of the DiverseyLever business from Unilever to the Company. Unilever provided most services for no more than 24 months, and, accordingly, services under the transitional services agreement have been terminated.

In association with the continuation of various support services and reimbursement of benefit related costs not covered by the transitional service
agreement, the Company paid Unilever $4, $845 and $912 for the fiscal years ended December 28, 2007, December 29, 2006, and December 30, 2005, respectively.

The Company purchases certain raw materials and products from Unilever, acts as a co-packer for Unilever and also sells certain finished goods to
Unilever as a customer. Total purchases of inventory by the Company from Unilever, excluding inventories associated with the sales agency agreement, were $20,495, $16,346 and $12,453, respectively, for the fiscal years ended December 28,
2007, December 29, 2006 and December 30, 2005. Total sales of finished product by the Company to Unilever were $46,890, $48,167 and $44,544, for the fiscal years ended December 28, 2007, December 29, 2006 and
December 30, 2005, respectively.



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##### Table of Contents

The Company recognized interest income of $2,583, $2,464 and $3,317 for the fiscal years ended
December 28, 2007, December 29, 2006 and December 30, 2005, respectively, related to certain long-term acquisition related receivables from Unilever. The Company received $0, $0 and $4,773 during the fiscal years ended
December 28, 2007, December 29, 2006 and December 30, 2005, respectively, in partial settlement of the interest due.

Related-party receivables and payables at December 28, 2007 and December 29, 2006 consisted of the following:



|                                                       |  |                   |        |                   |   |       
|------------------------------------------------------ |  | ----------------- | ------ | ----------------- | - | ------
|                                                       |  | December 28, 2007 |        | December 29, 2006
|Included in accounts receivable  related parties:     |  |                   |        |                   |   |       
|Receivable from Holdco                                 |  | $                 | 553    |                   | $ | 534   
|Receivable from Holdings                               |  |                   | 363    |                   |   | 330   
|Receivable from SCJ                                    |  |                   | 155    |                   |   | 810   
|Receivable from Unilever                               |  |                   | 31,007 |                   |   | 25,987
|Receivable from other related parties                  |  |                   |       |                   |   | 148   
|Long-term acquisition-related receivable from Unilever |  |                   | 78,954 |                   |   | 71,392
|Included in accounts payable  related parties:        |  |                   |        |                   |   |       
|Payable to SCJ                                         |  |                   | 4,446  |                   |   | 5,494 
|Payable to Unilever                                    |  |                   | 47,462 |                   |   | 49,929
|Payable to other related parties                       |  |                   | 19     |                   |   | 31    
|Long-term acquisition-related payables to Unilever     |  |                   | 31,101 |                   |   | 29,357
|Long-term payable to other related parties             |  |                   |       |                   |   | 123   



|(25) | Other Comprehensive Income
|---- | --------------------------

Components of other
comprehensive income are disclosed, net of tax, in the consolidated statements of stockholders equity. The following table reflects the gross other comprehensive income and related income tax (expense) benefit.



|                                                                                      |  |                   |         |   |                   |   |         |     |  |   |         |   |  |     |          |   |     |   |         |   |  |   |         |  
|------------------------------------------------------------------------------------- |  | ----------------- | ------- | - | ----------------- | - | ------- | --- |  | - | ------- | - |  | --- | -------- | - | --- | - | ------- | - |  | - | ------- | -
|                                                                                      |  | Fiscal Year Ended |        
|                                                                                      |  | December 28, 2007 |         |   | December 29, 2006 |  
|                                                                                      |  | Gross             |         |   | Tax               |   |         | Net |  |   | Gross   |   |  | Tax |          |   | Net |  
|Foreign Currency translation adjustments:                                             |  |                   |         |   |                   |   |         |     |  |   |         |   |  |     |          |   |     |   |         |   |  |   |         |  
|Balance at beginning of year                                                          |  | $                 | 253,076 |   |                   | $ | (19,517 | )   |  | $ | 233,559 |   |  | $   | 171,370  |   |     | $ | (15,655 | ) |  | $ | 155,715 |  
|Foreign Currency translation adjustments                                              |  |                   | 127,526 |   |                   |   | 4,722   |     |  |   | 132,248 |   |  |     | 81,706   |   |     |   | (3,862  | ) |  |   | 77,844  |  
|                                                                                      |  |                   |         |   |                   |   |         |     |  |   |         |   |  |     |          |   |     |   |         |   |  |   |         |  
|Balance at end of year                                                                |  |                   | 380,602 |   |                   |   | (14,795 | )   |  |   | 365,807 |   |  |     | 253,076  |   |     |   | (19,517 | ) |  |   | 233,559 |  
|Adjustments to minimum pension liability:                                             |  |                   |         |   |                   |   |         |     |  |   |         |   |  |     |          |   |     |   |         |   |  |   |         |  
|Balance at beginning of year                                                          |  |                   | (94,968 | ) |                   |   | 36,653  |     |  |   | (58,315 | ) |  |     | (122,235 | ) |     |   | 44,473  |   |  |   | (77,762 | )
|Adjustments to minimum pension liability excluding FAS 158                            |  |                   | 62,116  |   |                   |   | (25,716 | )   |  |   | 36,400  |   |  |     | 27,267   |   |     |   | (7,820  | ) |  |   | 19,447  |  
|                                                                                      |  |                   |         |   |                   |   |         |     |  |   |         |   |  |     |          |   |     |   |         |   |  |   |         |  
|Balance at end of year                                                                |  |                   | (32,852 | ) |                   |   | 10,937  |     |  |   | (21,915 | ) |  |     | (94,968  | ) |     |   | 36,653  |   |  |   | (58,315 | )
|Unrealized gains (losses) on derivatives:                                             |  |                   |         |   |                   |   |         |     |  |   |         |   |  |     |          |   |     |   |         |   |  |   |         |  
|Balance at beginning of year                                                          |  |                   | (626    | ) |                   |   | 236     |     |  |   | (390    | ) |  |     | (275     | ) |     |   | 97      |   |  |   | (178    | )
|Gains (losses) in fair value of derivatives                                           |  |                   | (3,604  | ) |                   |   | 1,290   |     |  |   | (2,314  | ) |  |     | (626     | ) |     |   | 236     |   |  |   | (390    | )
|Reclassification of prior unrealized losses in net income                             |  |                   | 626     |   |                   |   | (236    | )   |  |   | 390     |   |  |     | 275      |   |     |   | (97     | ) |  |   | 178     |  
|                                                                                      |  |                   |         |   |                   |   |         |     |  |   |         |   |  |     |          |   |     |   |         |   |  |   |         |  
|Balance at end of year                                                                |  |                   | (3,604  | ) |                   |   | 1,290   |     |  |   | (2,314  | ) |  |     | (626     | ) |     |   | 236     |   |  |   | (390    | )
|Total accumulated other comprehensive income, net before adjustments to adopt FAS 158 |  |                   | 344,146 |   |                   |   | (2,568  | )   |  |   | 341,578 |   |  |     | 157,482  |   |     |   | 17,372  |   |  |   | 174,854 |  
|Adjustments to adopt FAS 158                                                          |  |                   | (44,830 | ) |                   |   | (1,270  | )   |  |   | (46,100 | ) |  |     |         |   |     |   |        |   |  |   |        |  
|                                                                                      |  |                   |         |   |                   |   |         |     |  |   |         |   |  |     |          |   |     |   |         |   |  |   |         |  
|Total accumulated other comprehensive income, net after adjustments to adopt FAS 158  |  | $                 | 299,316 |   |                   | $ | (3,838  | )   |  | $ | 295,478 |   |  | $   | 157,482  |   |     | $ | 17,372  |   |  | $ | 174,854 |  
|                                                                                      |  |                   |         |   |                   |   |         |     |  |   |         |   |  |     |          |   |     |   |         |   |  |   |         |  



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##### Table of Contents

|(26) | Stockholders Equity
|---- | --------------------

During calendar years
1999, 2000 and 2005, the Company received notes from several of its employees in connection with their purchases of shares of Class C common stock of Holdco, which currently owns two-thirds of the equity interests of Holdings, the Companys
parent. None of the notes received by the Company in 2005 were from officers.

During fiscal year 2006, in association with the
cancellation of the Companys equity-based long-term incentive plan (see Note 22), all management loans related to purchases of Class C common stock of Holdco were repaid.



|(27) | 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 financial position, results of operations or cash flows.

The Company has purchase commitments for materials, supplies, and property, plant and equipment incidental to the ordinary conduct 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 year. 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, assessment and other expenses at one of its domestic facilities. While the ultimate exposure 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. The Company continues to evaluate the nature and extent of the identified contamination and is preparing and executing plans to address the contamination. In fiscal 2002 and 2003, the Company estimated
costs and recorded liabilities of $11,800 representing the expected extent of contamination and the expected likelihood of recovery for some of these costs from Unilever under the purchase agreement. During fiscal year 2005, the Company reduced its
environmental reserves by $2,916 in conjunction with the completion of remediation activities or determination that the need for remediation was no longer probable. The reserve reduction was offset in selling, general and administrative expenses in
the consolidated statements of operations. As of December 28, 2007, the Company maintained related reserves of $8,600 on a discounted basis ($10,400 on an undiscounted basis). The Company intends to seek recovery from Unilever under
indemnification clauses contained in the purchase agreement.

The Company 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, the Company does not expect to meet the minimum
guaranteed payments. In accordance with the requirements of SFAS No. 5, the Company has estimated its possible range of loss as $1,943 to $3,446 and, in accordance with FASB Interpretation No. 14, has recorded a contingent loss of $1,943
in selling, general and administrative expenses during the twelve months ended December 28, 2007.

In connection with the acquisition
of the DiverseyLever business, Holdings entered into the Stockholders Agreement with its stockholders, Holdco and Marga B.V., as amended and restated as of January 2008. The Stockholders Agreement relates to, among other things:



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



| |  |  | Holdings 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.;
| | - |  | ---------------------------------------------------------------------------------------------------------



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##### Table of Contents

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



| |  |  | various other rights and obligations of Holdings 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 N.V.

Put and Call Options. Under the Stockholders Agreement, at
any time after May 3, 2008, Unilever has the right to require Holdings to purchase the shares then beneficially owned by Unilever. Holdings has the option to purchase the shares beneficially owned by Unilever at any time after May 3, 2010.
Any exercise by Holdings 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, Holdings obligations in connection with a put by Unilever are conditioned on a refinancing of the Companys and
Holdings indebtedness, including indebtedness under the Companys senior subordinated notes and the Companys senior secured credit facilities. In connection with the put, Holdings 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 Holdings 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 Holdings 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 Holdings 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 the Companys and Holdings indebtedness.

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



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



| |  |  | require Holdings to sell its Japan businesses or any other business or businesses that may be identified for sale by a special committee of Holdings 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 the Companys and Holdings indebtedness.

The price for Holdings shares subject to a put or call option will
be based on Holdings enterprise value at the time the relevant option is exercised, plus its cash and minus its indebtedness. Holdings enterprise value cannot be less than eight times the EBITDA of Holdings 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 Holdings, 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 Holdings 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.



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Contingent Payments. Under the Stockholders Agreement, Holdings 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 Holdings outstanding shares. The amount of each payment will be equal to 25% of the amount by which the cumulative cash
flows of Holdings 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), exceed:



| |  |  | $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 Holdings and the Companys senior indebtedness including, without limitation, the senior discount notes of
Holdings, the Companys senior subordinated notes and the Companys senior secured credit facilities.

Holdings did not meet the
cumulative cash flow requirement for the measurement periods ended 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 Holdings to another entity of
which Unilever owns at least an 80% interest, and a stockholder controlled by Holdco may transfer its shares of Holdings to another entity of which Holdco owns at least an 80% interest.

In addition, at any time after May 3, 2007, Unilever may sell all, but not less than all, of its shares of Holdings to no more than one purchaser
(an Early Sale), subject to certain restrictions, including, but not limited to, the requirement that all consents and approvals are obtained, the sale not violating or resulting in the termination of the Companys license agreement
with SCJ and the sale not constituting a change of control under the Companys senior secured credit facilities. Further, the purchaser of Holdings shares from Unilever cannot be a competitor of SCJ and must be approved by Holdco, which
approval cannot be unreasonably withheld or delayed. If Unilever sells its shares of Holdings to a third party, that third party would be entitled to the same rights and be subject to the same obligations applicable to Unilever under the
Stockholders Agreement.

From May 3, 2007 through May 3, 2008, prior to commencing an Early Sale, Unilever must notify
Holdings of its intention to sell its shares and Holdings has the right of first offer to purchase the shares beneficially owned by Unilever at the price and on the terms specified by Unilever. If Holdings does not elect to purchase the shares,
Unilever may commence an Early Sale. Prior to completing that sale, however, Unilever must again offer the shares to Holdings, and Holdings has a right of first refusal to purchase the shares. The price for the shares under Holdings right of
first refusal would be the price at which the shares are offered to the third-party purchaser plus a premium equal to 3% of that third-party price, with a maximum aggregate premium of $15,000 and a minimum aggregate premium of $10,000. The maximum
and minimum limitations applicable to the premium are prorated to the extent that Holdings had previously purchased shares held by Unilever. The premium would be paid by Holdco. Notwithstanding the foregoing, if Unilever has not notified Holdings of
its intention to sell its shares pursuant to an Early Sale prior to May 3, 2008, Unilever would be required to first exercise its put option prior to selling its shares to a third party as described in this paragraph.

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 Holdings to Holdings 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 Holdings (the
Additional Shares) equal to the lesser of (i) 1.5% of the total outstanding shares of Holdings 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 $40,000. 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.



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|(28) | Segment Information
|---- | -------------------

Information regarding the
Companys operating segments is shown below. Each segment is individually managed with separate operating results that are reviewed regularly by the executive management. Each segments accounting policies are consistent with those used by
the Company.

The following table represents operating segment information. Statements of operations, except depreciation and amortization,
include results from continuing operations only.



|                                                              |  |                                     |         |        |   |           |  |              |         |             |   |                      |  |   |              |  |   |         |   |  |   |          
|------------------------------------------------------------- |  | ----------------------------------- | ------- | ------ | - | --------- |  | ------------ | ------- | ----------- | - | -------------------- |  | - | ------------ |  | - | ------- | - |  | - | ---------
|                                                              |  | Fiscal Year Ended December 28, 2007
|                                                              |  | NorthAmerica                        |         | Europe |   | Japan     |  | LatinAmerica |         | AsiaPacific |   | Eliminations/Other 1 |  |   | TotalCompany
|Net sales                                                     |  | $                                   | 798,611 |        | $ | 1,616,973 |  | $            | 281,704 |             | $ | 226,848              |  | $ | 224,523      |  | $ | (18,611 | ) |  | $ | 3,130,048
|Operating profit                                              |  |                                     | 38,401  |        |   | 65,922    |  |              | 15,916  |             |   | 15,770               |  |   | 6,312        |  |   | (64,276 | ) |  |   | 78,045   
|Depreciation and amortization                                 |  |                                     | 31,146  |        |   | 56,028    |  |              | 10,138  |             |   | 8,692                |  |   | 8,391        |  |   | 42,351  |   |  |   | 156,746  
|Interest expense                                              |  |                                     | 11,301  |        |   | 69,746    |  |              | 750     |             |   | 2,682                |  |   | 3,339        |  |   | 18,785  |   |  |   | 106,603  
|Interest income                                               |  |                                     | 6,183   |        |   | 11,039    |  |              | 77      |             |   | 63                   |  |   | 675          |  |   | (7,994  | ) |  |   | 10,043   
|Total assets                                                  |  |                                     | 497,639 |        |   | 2,011,604 |  |              | 274,881 |             |   | 216,719              |  |   | 202,482      |  |   | 233,204 |   |  |   | 3,436,529
|Goodwill                                                      |  |                                     | 171,505 |        |   | 826,265   |  |              | 104,063 |             |   | 83,706               |  |   | 66,096       |  |   | 27,944  |   |  |   | 1,279,579
|Capital expenditures, including capitalized computer software |  |                                     | 18,926  |        |   | 44,529    |  |              | 4,361   |             |   | 10,981               |  |   | 9,197        |  |   | 23,165  |   |  |   | 111,159  
|Long-lived assets2                                            |  |                                     | 297,003 |        |   | 1,143,854 |  |              | 152,562 |             |   | 121,909              |  |   | 96,663       |  |   | 276,199 |   |  |   | 2,088,190



|                                                              |  |                                     |         |   |        |   |           |       |  |              |         |             |   |         |                      |   |         |              |  |   |         |   |  |   |           |  
|------------------------------------------------------------- |  | ----------------------------------- | ------- | - | ------ | - | --------- | ----- |  | ------------ | ------- | ----------- | - | ------- | -------------------- | - | ------- | ------------ |  | - | ------- | - |  | - | --------- | -
|                                                              |  | Fiscal Year Ended December 29, 2006 |        
|                                                              |  | NorthAmerica                        |         |   | Europe |   |           | Japan |  | LatinAmerica |         | AsiaPacific |   |         | Eliminations/Other 1 |   |         | TotalCompany | 
|Net sales                                                     |  | $                                   | 828,524 |   |        | $ | 1,435,942 |       |  | $            | 295,735 |             | $ | 195,388 |                      | $ | 193,416 |              |  | $ | (20,752 | ) |  | $ | 2,928,253 |  
|Operating profit (loss)                                       |  |                                     | (53,810 | ) |        |   | (10,632   | )     |  |              | 10,088  |             |   | 12,512  |                      |   | (991    | )            |  |   | (66,253 | ) |  |   | (109,086  | )
|Depreciation and amortization                                 |  |                                     | 73,527  |   |        |   | 57,694    |       |  |              | 7,501   |             |   | 8,153   |                      |   | 7,730   |              |  |   | 43,805  |   |  |   | 198,410   |  
|Interest expense                                              |  |                                     | 10,848  |   |        |   | 69,022    |       |  |              | 888     |             |   | 4,593   |                      |   | 3,669   |              |  |   | 31,558  |   |  |   | 120,578   |  
|Interest income                                               |  |                                     | 15,159  |   |        |   | 11,586    |       |  |              | 9       |             |   | 219     |                      |   | 499     |              |  |   | (14,477 | ) |  |   | 12,995    |  
|Total assets                                                  |  |                                     | 70,543  |   |        |   | 1,920,219 |       |  |              | 275,499 |             |   | 180,936 |                      |   | 176,105 |              |  |   | 679,470 |   |  |   | 3,302,772 |  
|Goodwill                                                      |  |                                     | 190,356 |   |        |   | 747,638   |       |  |              | 110,410 |             |   | 75,988  |                      |   | 60,389  |              |  |   | (6,005  | ) |  |   | 1,178,776 |  
|Capital expenditures, including capitalized computer software |  |                                     | 17,470  |   |        |   | 36,316    |       |  |              | 4,352   |             |   | 8,408   |                      |   | 7,689   |              |  |   | 19,146  |   |  |   | 93,381    |  
|Long-lived assets2                                            |  |                                     | 307,437 |   |        |   | 1,057,960 |       |  |              | 150,930 |             |   | 108,268 |                      |   | 87,929  |              |  |   | 266,419 |   |  |   | 1,978,943 |  



|                                                              |  |                                     |         |        |   |           |  |              |         |             |   |                      |  |   |              |  |   |         |   |  |   |          
|------------------------------------------------------------- |  | ----------------------------------- | ------- | ------ | - | --------- |  | ------------ | ------- | ----------- | - | -------------------- |  | - | ------------ |  | - | ------- | - |  | - | ---------
|                                                              |  | Fiscal Year Ended December 30, 2005
|                                                              |  | NorthAmerica                        |         | Europe |   | Japan     |  | LatinAmerica |         | AsiaPacific |   | Eliminations/Other 1 |  |   | TotalCompany
|Net sales                                                     |  | $                                   | 846,873 |        | $ | 1,440,237 |  | $            | 329,016 |             | $ | 173,406              |  | $ | 179,105      |  | $ | (20,115 | ) |  | $ | 2,948,522
|Operating profit                                              |  |                                     | 18,205  |        |   | 72,929    |  |              | 23,163  |             |   | 10,243               |  |   | 5,766        |  |   | (52,837 | ) |  |   | 77,469   
|Depreciation and amortization                                 |  |                                     | 51,348  |        |   | 57,307    |  |              | 7,799   |             |   | 7,388                |  |   | 8,427        |  |   | 51,179  |   |  |   | 183,448  
|Interest expense                                              |  |                                     | 10,864  |        |   | 92,400    |  |              | 3,666   |             |   | 7,956                |  |   | 4,690        |  |   | 23,277  |   |  |   | 142,853  
|Interest income                                               |  |                                     | 4,644   |        |   | 14,190    |  |              | 1       |             |   | 611                  |  |   | 117          |  |   | (10,707 | ) |  |   | 8,856    
|Total assets                                                  |  |                                     | 83,004  |        |   | 1,658,180 |  |              | 292,459 |             |   | 181,753              |  |   | 155,924      |  |   | 937,573 |   |  |   | 3,308,893
|Goodwill                                                      |  |                                     | 184,059 |        |   | 683,607   |  |              | 112,894 |             |   | 74,153               |  |   | 53,872       |  |   | 9,588   |   |  |   | 1,118,173
|Capital expenditures, including capitalized computer software |  |                                     | 16,724  |        |   | 31,684    |  |              | 2,807   |             |   | 7,069                |  |   | 7,161        |  |   | 26,724  |   |  |   | 92,169   
|Long-lived assets2                                            |  |                                     | 371,528 |        |   | 986,036   |  |              | 161,475 |             |   | 105,365              |  |   | 80,538       |  |   | 285,694 |   |  |   | 1,990,636



|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.
|- | --------------------------------------------------------------------------------------------------------------------------------------------



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|(29) | Subsidiary Guarantors of Senior Subordinated Notes
|---- | --------------------------------------------------

The Senior Subordinated Notes are guaranteed by certain of the Companys 100% owned subsidiaries (the Guarantor Subsidiaries). Such guarantees are full and unconditional, to the extent allowed by law, and joint and several.
Separate financial statements of the Guarantor Subsidiaries are not presented because the guarantors are unconditionally, jointly, and severally liable under the guarantees, and the Company believes such separate statements or disclosures would not
be useful to investors. The following supplemental financial information sets forth, on an unconsolidated basis, statements of operations, balance sheets and statements of cash flows information for the Company (Parent Company), for the
Guarantor Subsidiaries and for the Companys non-guarantor subsidiaries (the Non-guarantor Subsidiaries), each of which were determined on a combined basis with the exception of eliminating investments in combined subsidiaries and
certain reclassifications, which are eliminated at the consolidated level. The supplemental financial information reflects the investments of the Company in the Guarantor Subsidiaries and Non-guarantor Subsidiaries using the equity method of
accounting.

Condensed consolidating statement of operations for the fiscal year ended December 28, 2007:



|                                                         |  |               |          |   |                       |   |         |                           |  |   |                          |   |  |              |         |   |  |   |           |  
|-------------------------------------------------------- |  | ------------- | -------- | - | --------------------- | - | ------- | ------------------------- |  | - | ------------------------ | - |  | ------------ | ------- | - |  | - | --------- | -
|                                                         |  | ParentCompany |          |   | GuarantorSubsidiaries |   |         | Non-guarantorSubsidiaries |  |   | ConsolidatingAdjustments |   |  | Consolidated |        
|Net product and service sales                            |  | $             | 628,710  |   |                       | $ | 75,856  |                           |  | $ | 2,432,859                |   |  | $            | (99,305 | ) |  | $ | 3,038,120 |  
|Sales agency fee income                                  |  |               | 4,252    |   |                       |   | 28      |                           |  |   | 87,648                   |   |  |              |        |   |  |   | 91,928    |  
|                                                         |  |               |          |   |                       |   |         |                           |  |   |                          |   |  |              |         |   |  |   |           |  
|                                                         |  |               | 632,962  |   |                       |   | 75,884  |                           |  |   | 2,520,507                |   |  |              | (99,305 | ) |  |   | 3,130,048 |  
|Cost of sales                                            |  |               | 390,312  |   |                       |   | 40,631  |                           |  |   | 1,470,764                |   |  |              | (99,621 | ) |  |   | 1,802,086 |  
|                                                         |  |               |          |   |                       |   |         |                           |  |   |                          |   |  |              |         |   |  |   |           |  
|Gross profit                                             |  |               | 242,650  |   |                       |   | 35,253  |                           |  |   | 1,049,743                |   |  |              | 316     |   |  |   | 1,327,962 |  
|Selling, general and administrative expenses             |  |               | 301,451  |   |                       |   | 15,306  |                           |  |   | 837,977                  |   |  |              |        |   |  |   | 1,154,734 |  
|Research and development expenses                        |  |               | 39,320   |   |                       |   |        |                           |  |   | 28,698                   |   |  |              |        |   |  |   | 68,018    |  
|Restructuring expense                                    |  |               | 2,614    |   |                       |   |        |                           |  |   | 24,551                   |   |  |              |        |   |  |   | 27,165    |  
|                                                         |  |               |          |   |                       |   |         |                           |  |   |                          |   |  |              |         |   |  |   |           |  
|Operating profit                                         |  |               | (100,735 | ) |                       |   | 19,947  |                           |  |   | 158,517                  |   |  |              | 316     |   |  |   | 78,045    |  
|Other (income) expense:                                  |  |               |          |   |                       |   |         |                           |  |   |                          |   |  |              |         |   |  |   |           |  
|Interest expense                                         |  |               | 121,726  |   |                       |   | 79      |                           |  |   | 78,917                   |   |  |              | (94,119 | ) |  |   | 106,603   |  
|Interest income                                          |  |               | (41,556  | ) |                       |   | (46,984 | )                         |  |   | (15,622                  | ) |  |              | 94,119  |   |  |   | (10,043   | )
|Other (income) expense, net                              |  |               | (60,877  | ) |                       |   | (644    | )                         |  |   | 1,317                    |   |  |              | 59,408  |   |  |   | (796      | )
|                                                         |  |               |          |   |                       |   |         |                           |  |   |                          |   |  |              |         |   |  |   |           |  
|Income (loss) before taxes                               |  |               | (120,028 | ) |                       |   | 67,496  |                           |  |   | 93,905                   |   |  |              | (59,092 | ) |  |   | (17,719   | )
|Provision for income taxes                               |  |               | (32,188  | ) |                       |   | 17,853  |                           |  |   | 84,372                   |   |  |              |        |   |  |   | 70,037    |  
|                                                         |  |               |          |   |                       |   |         |                           |  |   |                          |   |  |              |         |   |  |   |           |  
|Income (loss) before minority interests                  |  |               | (87,840  | ) |                       |   | 49,643  |                           |  |   | 9,533                    |   |  |              | (59,092 | ) |  |   | (87,756   | )
|Minority interests in net income of subsidiaries         |  |               |         |   |                       |   |        |                           |  |   |                         |   |  |              |        |   |  |   |          |  
|                                                         |  |               |          |   |                       |   |         |                           |  |   |                          |   |  |              |         |   |  |   |           |  
|Income (loss) from continuing operations                 |  |               | (87,840  | ) |                       |   | 49,643  |                           |  |   | 9,533                    |   |  |              | (59,092 | ) |  |   | (87,756   | )
|Income from discontinued operations, net of income taxes |  |               | 1,209    |   |                       |   | 556     |                           |  |   | (640                     | ) |  |              |        |   |  |   | 1,125     |  
|                                                         |  |               |          |   |                       |   |         |                           |  |   |                          |   |  |              |         |   |  |   |           |  
|Net income (loss)                                        |  | $             | (86,631  | ) |                       | $ | 50,199  |                           |  | $ | 8,893                    |   |  | $            | (59,092 | ) |  | $ | (86,631   | )
|                                                         |  |               |          |   |                       |   |         |                           |  |   |                          |   |  |              |         |   |  |   |           |  



F-46



---

##### Table of Contents

Condensed consolidating statement of operations for the fiscal year ended December 29, 2006:



|                                                         |  |               |          |   |                       |   |         |                           |  |   |                          |   |  |              |          |   |  |   |           |  
|-------------------------------------------------------- |  | ------------- | -------- | - | --------------------- | - | ------- | ------------------------- |  | - | ------------------------ | - |  | ------------ | -------- | - |  | - | --------- | -
|                                                         |  | ParentCompany |          |   | GuarantorSubsidiaries |   |         | Non-guarantorSubsidiaries |  |   | ConsolidatingAdjustments |   |  | Consolidated |         
|Net product and service sales                            |  | $             | 671,662  |   |                       | $ | 85,514  |                           |  | $ | 2,196,097                |   |  | $            | (110,536 | ) |  | $ | 2,842,737 |  
|Sales agency fee income                                  |  |               | 4,233    |   |                       |   | 9       |                           |  |   | 81,274                   |   |  |              |         |   |  |   | 85,516    |  
|                                                         |  |               |          |   |                       |   |         |                           |  |   |                          |   |  |              |          |   |  |   |           |  
|                                                         |  |               | 675,895  |   |                       |   | 85,523  |                           |  |   | 2,277,371                |   |  |              | (110,536 | ) |  |   | 2,928,253 |  
|Cost of sales                                            |  |               | 420,576  |   |                       |   | 52,416  |                           |  |   | 1,341,357                |   |  |              | (111,565 | ) |  |   | 1,702,784 |  
|                                                         |  |               |          |   |                       |   |         |                           |  |   |                          |   |  |              |          |   |  |   |           |  
|Gross profit                                             |  |               | 255,319  |   |                       |   | 33,107  |                           |  |   | 936,014                  |   |  |              | 1,029    |   |  |   | 1,225,469 |  
|Selling, general and administrative expenses             |  |               | 366,759  |   |                       |   | 20,514  |                           |  |   | 771,969                  |   |  |              |         |   |  |   | 1,159,242 |  
|Research and development expenses                        |  |               | 32,605   |   |                       |   |        |                           |  |   | 27,921                   |   |  |              |         |   |  |   | 60,526    |  
|Restructuring expense                                    |  |               | 42,508   |   |                       |   |        |                           |  |   | 72,279                   |   |  |              |         |   |  |   | 114,787   |  
|                                                         |  |               |          |   |                       |   |         |                           |  |   |                          |   |  |              |          |   |  |   |           |  
|Operating profit                                         |  |               | (186,553 | ) |                       |   | 12,593  |                           |  |   | 63,845                   |   |  |              | 1,029    |   |  |   | (109,086  | )
|Other (income) expense:                                  |  |               |          |   |                       |   |         |                           |  |   |                          |   |  |              |          |   |  |   |           |  
|Interest expense                                         |  |               | 146,975  |   |                       |   | 275     |                           |  |   | 74,746                   |   |  |              | (101,418 | ) |  |   | 120,578   |  
|Interest income                                          |  |               | (42,597  | ) |                       |   | (63,762 | )                         |  |   | (8,054                   | ) |  |              | 101,418  |   |  |   | (12,995   | )
|Other (income) expense, net                              |  |               | (283,932 | ) |                       |   | (8,177  | )                         |  |   | (43,579                  | ) |  |              | 340,920  |   |  |   | 5,232     |  
|                                                         |  |               |          |   |                       |   |         |                           |  |   |                          |   |  |              |          |   |  |   |           |  
|Income (loss) before taxes                               |  |               | (6,999   | ) |                       |   | 84,257  |                           |  |   | 40,732                   |   |  |              | (339,891 | ) |  |   | (221,901  | )
|Provision for income taxes                               |  |               | (125,080 | ) |                       |   | 30,220  |                           |  |   | 7,775                    |   |  |              |         |   |  |   | (87,085   | )
|                                                         |  |               |          |   |                       |   |         |                           |  |   |                          |   |  |              |          |   |  |   |           |  
|Income (loss) before minority interests                  |  |               | 118,081  |   |                       |   | 54,037  |                           |  |   | 32,957                   |   |  |              | (339,891 | ) |  |   | (134,816  | )
|Minority interests in net income of subsidiaries         |  |               |         |   |                       |   |        |                           |  |   | 25                       |   |  |              |         |   |  |   | 25        |  
|                                                         |  |               |          |   |                       |   |         |                           |  |   |                          |   |  |              |          |   |  |   |           |  
|Income (loss) from continuing operations                 |  |               | 118,081  |   |                       |   | 54,037  |                           |  |   | 32,932                   |   |  |              | (339,891 | ) |  |   | (134,841  | )
|Income from discontinued operations, net of income taxes |  |               | 201      |   |                       |   | 178,673 |                           |  |   | 74,249                   |   |  |              |         |   |  |   | 253,123   |  
|                                                         |  |               |          |   |                       |   |         |                           |  |   |                          |   |  |              |          |   |  |   |           |  
|Net income (loss)                                        |  | $             | 118,282  |   |                       | $ | 232,710 |                           |  | $ | 107,181                  |   |  | $            | (339,891 | ) |  | $ | 118,282   |  
|                                                         |  |               |          |   |                       |   |         |                           |  |   |                          |   |  |              |          |   |  |   |           |  

Condensed consolidating statement of operations for the fiscal year ended December 30, 2005:



|                                                         |  |               |          |   |                       |   |         |                           |  |   |                          |   |  |              |          |   |  |   |           |  
|-------------------------------------------------------- |  | ------------- | -------- | - | --------------------- | - | ------- | ------------------------- |  | - | ------------------------ | - |  | ------------ | -------- | - |  | - | --------- | -
|                                                         |  | ParentCompany |          |   | GuarantorSubsidiaries |   |         | Non-guarantorSubsidiaries |  |   | ConsolidatingAdjustments |   |  | Consolidated |         
|Net product and service sales                            |  | $             | 706,065  |   |                       | $ | 91,860  |                           |  | $ | 2,178,422                |   |  | $            | (121,930 | ) |  | $ | 2,854,417 |  
|Sales agency fee income                                  |  |               | 4,313    |   |                       |   | 41      |                           |  |   | 89,751                   |   |  |              |         |   |  |   | 94,105    |  
|                                                         |  |               |          |   |                       |   |         |                           |  |   |                          |   |  |              |          |   |  |   |           |  
|                                                         |  |               | 710,378  |   |                       |   | 91,901  |                           |  |   | 2,268,173                |   |  |              | (121,930 | ) |  |   | 2,948,522 |  
|Cost of sales                                            |  |               | 430,174  |   |                       |   | 61,484  |                           |  |   | 1,322,003                |   |  |              | (121,758 | ) |  |   | 1,691,903 |  
|                                                         |  |               |          |   |                       |   |         |                           |  |   |                          |   |  |              |          |   |  |   |           |  
|Gross profit                                             |  |               | 280,204  |   |                       |   | 30,417  |                           |  |   | 946,170                  |   |  |              | (172     | ) |  |   | 1,256,619 |  
|Selling, general and administrative expenses             |  |               | 362,302  |   |                       |   | 14,191  |                           |  |   | 728,447                  |   |  |              |         |   |  |   | 1,104,940 |  
|Research and development expenses                        |  |               | 35,130   |   |                       |   |        |                           |  |   | 21,403                   |   |  |              |         |   |  |   | 56,533    |  
|Restructuring expense                                    |  |               | 6,768    |   |                       |   |        |                           |  |   | 10,909                   |   |  |              |         |   |  |   | 17,677    |  
|                                                         |  |               |          |   |                       |   |         |                           |  |   |                          |   |  |              |          |   |  |   |           |  
|Operating profit                                         |  |               | (123,996 | ) |                       |   | 16,226  |                           |  |   | 185,411                  |   |  |              | (172     | ) |  |   | 77,469    |  
|Other (income) expense:                                  |  |               |          |   |                       |   |         |                           |  |   |                          |   |  |              |          |   |  |   |           |  
|Interest expense                                         |  |               | 137,267  |   |                       |   | 509     |                           |  |   | 104,146                  |   |  |              | (99,069  | ) |  |   | 142,853   |  
|Interest income                                          |  |               | (38,219  | ) |                       |   | (63,209 | )                         |  |   | (6,497                   | ) |  |              | 99,069   |   |  |   | (8,856    | )
|Other (income) expense, net                              |  |               | (135,619 | ) |                       |   | 429     |                           |  |   | (36,986                  | ) |  |              | 173,136  |   |  |   | 960       |  
|                                                         |  |               |          |   |                       |   |         |                           |  |   |                          |   |  |              |          |   |  |   |           |  
|Income before taxes                                      |  |               | (87,425  | ) |                       |   | 78,497  |                           |  |   | 124,748                  |   |  |              | (173,308 | ) |  |   | (57,488   | )
|Provision for income taxes                               |  |               | 79,172   |   |                       |   | 16,266  |                           |  |   | 43,390                   |   |  |              |         |   |  |   | 138,828   |  
|                                                         |  |               |          |   |                       |   |         |                           |  |   |                          |   |  |              |          |   |  |   |           |  
|Income (loss) before minority interests                  |  |               | (166,597 | ) |                       |   | 62,231  |                           |  |   | 81,358                   |   |  |              | (173,308 | ) |  |   | (196,316  | )
|Minority interests in net income of subsidiaries         |  |               |         |   |                       |   |        |                           |  |   | (65                      | ) |  |              |         |   |  |   | (65       | )
|                                                         |  |               |          |   |                       |   |         |                           |  |   |                          |   |  |              |          |   |  |   |           |  
|Income (loss) from continuing operations                 |  |               | (166,597 | ) |                       |   | 62,231  |                           |  |   | 81,423                   |   |  |              | (173,308 | ) |  |   | (196,251  | )
|Income from discontinued operations, net of income taxes |  |               |         |   |                       |   | 20,012  |                           |  |   | 9,642                    |   |  |              |         |   |  |   | 29,654    |  
|                                                         |  |               |          |   |                       |   |         |                           |  |   |                          |   |  |              |          |   |  |   |           |  
|Net income (loss)                                        |  | $             | (166,597 | ) |                       | $ | 82,243  |                           |  | $ | 91,065                   |   |  | $            | (173,308 | ) |  | $ | (166,597  | )
|                                                         |  |               |          |   |                       |   |         |                           |  |   |                          |   |  |              |          |   |  |   |           |  



F-47



---

##### Table of Contents

Condensed consolidating balance sheet at December 28, 2007:



|                                                  |  |               |           |                       |   |                           |  |                          |           |  |              |            |   |  |   |          
|------------------------------------------------- |  | ------------- | --------- | --------------------- | - | ------------------------- |  | ------------------------ | --------- |  | ------------ | ---------- | - |  | - | ---------
|                                                  |  | ParentCompany |           | GuarantorSubsidiaries |   | Non-guarantorSubsidiaries |  | ConsolidatingAdjustments |           |  | Consolidated
|Assets                                            |  |               |           |                       |   |                           |  |                          |           |  |              |            |   |  |   |          
|Current assets:                                   |  |               |           |                       |   |                           |  |                          |           |  |              |            |   |  |   |          
|Cash and cash equivalents                         |  | $             | 45,015    |                       | $ | 564                       |  | $                        | 51,492    |  | $            |           |   |  | $ | 97,071   
|Accounts receivable                               |  |               | 5,200     |                       |   | 1,117                     |  |                          | 634,776   |  |              |           |   |  |   | 641,093  
|Intercompany receivables                          |  |               |          |                       |   | 383,470                   |  |                          |          |  |              | (383,470   | ) |  |   |         
|Inventories                                       |  |               | 54,666    |                       |   | 6,620                     |  |                          | 225,172   |  |              | (162       | ) |  |   | 286,296  
|Other current assets                              |  |               | 26,886    |                       |   | 79                        |  |                          | 143,295   |  |              | (9,703     | ) |  |   | 160,557  
|Current assets of discontinued operations         |  |               | 3,702     |                       |   |                          |  |                          |          |  |              |           |   |  |   | 3,702    
|                                                  |  |               |           |                       |   |                           |  |                          |           |  |              |            |   |  |   |          
|Total current assets                              |  |               | 135,469   |                       |   | 391,850                   |  |                          | 1,054,735 |  |              | (393,335   | ) |  |   | 1,188,719
|Property, plant and equipment, net                |  |               | 102,097   |                       |   | 508                       |  |                          | 355,957   |  |              | (4,937     | ) |  |   | 453,625  
|Capitalized software, net                         |  |               | 32,842    |                       |   |                          |  |                          | 3,714     |  |              |           |   |  |   | 36,556   
|Goodwill and other intangibles, net               |  |               | 96,830    |                       |   | 174,612                   |  |                          | 1,324,132 |  |              | (13,920    | ) |  |   | 1,581,654
|Intercompany advances                             |  |               | 327,190   |                       |   | 253,026                   |  |                          | 30,107    |  |              | (610,323   | ) |  |   |         
|Other assets                                      |  |               | 118,104   |                       |   | 2                         |  |                          | 50,051    |  |              | (129       | ) |  |   | 168,028  
|Investments in subsidiaries                       |  |               | 1,838,528 |                       |   | 24,785                    |  |                          |          |  |              | (1,863,313 | ) |  |   |         
|Noncurrent assets of discontinued operations      |  |               | 7,947     |                       |   |                          |  |                          |          |  |              |           |   |  |   | 7,947    
|                                                  |  |               |           |                       |   |                           |  |                          |           |  |              |            |   |  |   |          
|Total assets                                      |  | $             | 2,659,007 |                       | $ | 844,783                   |  | $                        | 2,818,696 |  | $            | (2,885,957 | ) |  | $ | 3,436,529
|                                                  |  |               |           |                       |   |                           |  |                          |           |  |              |            |   |  |   |          
|Liabilities and stockholders equity              |  |               |           |                       |   |                           |  |                          |           |  |              |            |   |  |   |          
|Current liabilities:                              |  |               |           |                       |   |                           |  |                          |           |  |              |            |   |  |   |          
|Short-term borrowings                             |  | $             |          |                       | $ |                          |  | $                        | 18,898    |  | $            |           |   |  | $ | 18,898   
|Current portion of long-term debt                 |  |               | 8,750     |                       |   |                          |  |                          | 4,431     |  |              |           |   |  |   | 13,181   
|Accounts payable                                  |  |               | 72,232    |                       |   | 1,075                     |  |                          | 336,078   |  |              |           |   |  |   | 409,385  
|Intercompany payables                             |  |               | 210,428   |                       |   |                          |  |                          | 173,042   |  |              | (383,470   | ) |  |   |         
|Accrued expenses                                  |  |               | 151,256   |                       |   | 7,852                     |  |                          | 325,308   |  |              | 1,598      |   |  |   | 486,014  
|Current liabilities of discontinued operations    |  |               | 3,808     |                       |   |                          |  |                          |          |  |              |           |   |  |   | 3,808    
|                                                  |  |               |           |                       |   |                           |  |                          |           |  |              |            |   |  |   |          
|Total current liabilities                         |  |               | 446,474   |                       |   | 8,927                     |  |                          | 857,757   |  |              | (381,872   | ) |  |   | 931,286  
|Intercompany note payable                         |  |               | 23,841    |                       |   |                          |  |                          | 607,678   |  |              | (631,519   | ) |  |   |         
|Long-term borrowings                              |  |               | 1,060,590 |                       |   |                          |  |                          | 8,861     |  |              |           |   |  |   | 1,069,451
|Other liabilities                                 |  |               | 165,610   |                       |   | 21,711                    |  |                          | 285,606   |  |              | 373        |   |  |   | 473,300  
|Noncurrent liabilities of discontinued operations |  |               | 4,225     |                       |   |                          |  |                          |          |  |              |           |   |  |   | 4,225    
|                                                  |  |               |           |                       |   |                           |  |                          |           |  |              |            |   |  |   |          
|Total liabilities                                 |  |               | 1,700,740 |                       |   | 30,638                    |  |                          | 1,759,902 |  |              | (1,013,018 | ) |  |   | 2,478,262
|Stockholders equity                              |  |               | 958,267   |                       |   | 814,145                   |  |                          | 1,058,794 |  |              | (1,872,939 | ) |  |   | 958,267  
|                                                  |  |               |           |                       |   |                           |  |                          |           |  |              |            |   |  |   |          
|Total liabilities and equity                      |  | $             | 2,659,007 |                       | $ | 844,783                   |  | $                        | 2,818,696 |  | $            | (2,885,957 | ) |  | $ | 3,436,529
|                                                  |  |               |           |                       |   |                           |  |                          |           |  |              |            |   |  |   |          



F-48



---

##### Table of Contents

Condensed consolidating balance sheet at December 29, 2006:



|                                                  |  |               |           |                       |   |                           |  |                          |           |  |              |            |   |  |   |          
|------------------------------------------------- |  | ------------- | --------- | --------------------- | - | ------------------------- |  | ------------------------ | --------- |  | ------------ | ---------- | - |  | - | ---------
|                                                  |  | ParentCompany |           | GuarantorSubsidiaries |   | Non-guarantorSubsidiaries |  | ConsolidatingAdjustments |           |  | Consolidated
|Assets                                            |  |               |           |                       |   |                           |  |                          |           |  |              |            |   |  |   |          
|Current assets:                                   |  |               |           |                       |   |                           |  |                          |           |  |              |            |   |  |   |          
|Cash and cash equivalents                         |  | $             | 83,601    |                       | $ | 481                       |  | $                        | 124,231   |  | $            |           |   |  | $ | 208,313  
|Accounts receivable                               |  |               | 4,883     |                       |   | 495                       |  |                          | 545,943   |  |              |           |   |  |   | 551,321  
|Intercompany receivables                          |  |               |          |                       |   | 703,619                   |  |                          |          |  |              | (703,619   | ) |  |   |         
|Inventories                                       |  |               | 50,892    |                       |   | 5,873                     |  |                          | 204,377   |  |              | (127       | ) |  |   | 261,015  
|Other current assets                              |  |               | 168,721   |                       |   | 2,916                     |  |                          | 129,269   |  |              | (144,461   | ) |  |   | 156,445  
|Current assets of discontinued operations         |  |               | 4,100     |                       |   |                          |  |                          |          |  |              |           |   |  |   | 4,100    
|                                                  |  |               |           |                       |   |                           |  |                          |           |  |              |            |   |  |   |          
|Total current assets                              |  |               | 312,197   |                       |   | 713,384                   |  |                          | 1,003,820 |  |              | (848,207   | ) |  |   | 1,181,194
|Property, plant and equipment, net                |  |               | 94,826    |                       |   | 1,863                     |  |                          | 330,312   |  |              | (5,289     | ) |  |   | 421,712  
|Capitalized software, net                         |  |               | 54,520    |                       |   | 507                       |  |                          | 6,013     |  |              |           |   |  |   | 61,040   
|Goodwill and other intangibles, net               |  |               | 132,926   |                       |   | 146,116                   |  |                          | 1,199,860 |  |              | 10,287     |   |  |   | 1,489,189
|Intercompany advances                             |  |               | 465,044   |                       |   | 406,434                   |  |                          | 26,921    |  |              | (898,399   | ) |  |   |         
|Other assets                                      |  |               | 104,984   |                       |   |                          |  |                          | 30,704    |  |              | (420       | ) |  |   | 135,268  
|Investments in subsidiaries                       |  |               | 1,777,633 |                       |   | 23,016                    |  |                          |          |  |              | (1,800,649 | ) |  |   |         
|Noncurrent assets of discontinued operations      |  |               | 14,369    |                       |   |                          |  |                          |          |  |              |           |   |  |   | 14,369   
|                                                  |  |               |           |                       |   |                           |  |                          |           |  |              |            |   |  |   |          
|Total assets                                      |  | $             | 2,956,499 |                       | $ | 1,291,320                 |  | $                        | 2,597,630 |  | $            | (3,542,677 | ) |  | $ | 3,302,772
|                                                  |  |               |           |                       |   |                           |  |                          |           |  |              |            |   |  |   |          
|Liabilities and stockholders equity              |  |               |           |                       |   |                           |  |                          |           |  |              |            |   |  |   |          
|Current liabilities:                              |  |               |           |                       |   |                           |  |                          |           |  |              |            |   |  |   |          
|Short-term borrowings                             |  | $             |          |                       | $ |                          |  | $                        | 35,649    |  | $            |           |   |  | $ | 35,649   
|Current portion of long-term debt                 |  |               | 8,750     |                       |   |                          |  |                          | 4,204     |  |              |           |   |  |   | 12,954   
|Accounts payable                                  |  |               | 79,142    |                       |   | 1,353                     |  |                          | 325,128   |  |              |           |   |  |   | 405,623  
|Intercompany payables                             |  |               | 543,670   |                       |   |                          |  |                          | 159,949   |  |              | (703,619   | ) |  |   |         
|Accrued expenses                                  |  |               | 181,419   |                       |   | 148,479                   |  |                          | 285,380   |  |              | (138,927   | ) |  |   | 476,351  
|Current liabilities of discontinued operations    |  |               | 2,943     |                       |   |                          |  |                          |          |  |              |           |   |  |   | 2,943    
|                                                  |  |               |           |                       |   |                           |  |                          |           |  |              |            |   |  |   |          
|Total current liabilities                         |  |               | 815,924   |                       |   | 149,832                   |  |                          | 810,310   |  |              | (842,546   | ) |  |   | 933,520  
|Intercompany note payable                         |  |               | 38,120    |                       |   | 168,681                   |  |                          | 691,598   |  |              | (898,399   | ) |  |   |         
|Long-term borrowings                              |  |               | 1,034,330 |                       |   |                          |  |                          | 12,612    |  |              |           |   |  |   | 1,046,942
|Other liabilities                                 |  |               | 119,031   |                       |   | 43,454                    |  |                          | 210,799   |  |              | (68        | ) |  |   | 373,216  
|Noncurrent liabilities of discontinued operations |  |               | 4,423     |                       |   |                          |  |                          |          |  |              |           |   |  |   | 4,423    
|                                                  |  |               |           |                       |   |                           |  |                          |           |  |              |            |   |  |   |          
|Total liabilities                                 |  |               | 2,011,828 |                       |   | 361,967                   |  |                          | 1,725,319 |  |              | (1,741,013 | ) |  |   | 2,358,101
|Stockholders equity                              |  |               | 944,671   |                       |   | 929,353                   |  |                          | 872,311   |  |              | (1,801,664 | ) |  |   | 944,671  
|                                                  |  |               |           |                       |   |                           |  |                          |           |  |              |            |   |  |   |          
|Total liabilities and equity                      |  | $             | 2,956,499 |                       | $ | 1,291,320                 |  | $                        | 2,597,630 |  | $            | (3,542,677 | ) |  | $ | 3,302,772
|                                                  |  |               |           |                       |   |                           |  |                          |           |  |              |            |   |  |   |          



F-49



---

##### Table of Contents

Condensed consolidating statement of cash flows for the fiscal year ended December 28, 2007:



|                                                             |  |               |          |   |                       |   |          |                           |  |   |                          |   |  |              |          |   |  |   |          |  
|------------------------------------------------------------ |  | ------------- | -------- | - | --------------------- | - | -------- | ------------------------- |  | - | ------------------------ | - |  | ------------ | -------- | - |  | - | -------- | -
|                                                             |  | ParentCompany |          |   | GuarantorSubsidiaries |   |          | Non-guarantorSubsidiaries |  |   | ConsolidatingAdjustments |   |  | Consolidated |         
|Net cash provided by (used in) operating activities          |  | $             | (17,489  | ) |                       | $ | (25      | )                         |  | $ | 101,621                  |   |  | $            | (50,811  | ) |  | $ | 33,296   |  
|Cash flows from investing activities:                        |  |               |          |   |                       |   |          |                           |  |   |                          |   |  |              |          |   |  |   |          |  
|Capital expenditures, net                                    |  |               | (10,917  | ) |                       |   | (29,334  | )                         |  |   | (59,825                  | ) |  |              |         |   |  |   | (100,076 | )
|Acquisitions of businesses                                   |  |               | (11,491  | ) |                       |   | (1,769   | )                         |  |   | (363                     | ) |  |              | 9,542    |   |  |   | (4,081   | )
|Proceeds from divestitures                                   |  |               | 3,141    |   |                       |   | (1,346   | )                         |  |   |                         |   |  |              |         |   |  |   | 1,795    |  
|                                                             |  |               |          |   |                       |   |          |                           |  |   |                          |   |  |              |          |   |  |   |          |  
|Net cash provided by (used in) investing activities          |  |               | (19,267  | ) |                       |   | (32,449  | )                         |  |   | (60,188                  | ) |  |              | 9,542    |   |  |   | (102,362 | )
|Cash flows from financing activities:                        |  |               |          |   |                       |   |          |                           |  |   |                          |   |  |              |          |   |  |   |          |  
|Proceeds from (repayments of) short-term borrowings, net     |  |               |         |   |                       |   |         |                           |  |   | (20,702                  | ) |  |              |         |   |  |   | (20,702  | )
|Proceeds from long-term borrowings                           |  |               |         |   |                       |   |         |                           |  |   |                         |   |  |              |         |   |  |   |         |  
|Repayments of long-term borrowings                           |  |               | (8,750   | ) |                       |   |         |                           |  |   | (4,266                   | ) |  |              |         |   |  |   | (13,016  | )
|Intercompany financing                                       |  |               | (106,225 | ) |                       |   | 202,545  |                           |  |   | (96,325                  | ) |  |              | 5        |   |  |   |         |  
|Proceeds from (repayments of) additional paid in capital     |  |               | 91,423   |   |                       |   | (67,263  | )                         |  |   | 85,341                   |   |  |              | (109,501 | ) |  |   |         |  
|Payment of debt issuance costs                               |  |               | (500     | ) |                       |   |         |                           |  |   |                         |   |  |              |         |   |  |   | (500     | )
|Dividends paid                                               |  |               | (21,676  | ) |                       |   | (139,040 | )                         |  |   | (11,803                  | ) |  |              | 150,765  |   |  |   | (21,754  | )
|                                                             |  |               |          |   |                       |   |          |                           |  |   |                          |   |  |              |          |   |  |   |          |  
|Net cash provided by (used in) financing activities          |  |               | (45,728  | ) |                       |   | (3,758   | )                         |  |   | (47,755                  | ) |  |              | 41,269   |   |  |   | (55,972  | )
|Effect of exchange rate changes on cash and cash equivalents |  |               | 43,898   |   |                       |   | 36,315   |                           |  |   | (66,417                  | ) |  |              |         |   |  |   | 13,796   |  
|                                                             |  |               |          |   |                       |   |          |                           |  |   |                          |   |  |              |          |   |  |   |          |  
|Change in cash and cash equivalents                          |  |               | (38,586  | ) |                       |   | 83       |                           |  |   | (72,739                  | ) |  |              |         |   |  |   | (111,242 | )
|Beginning balance                                            |  |               | 83,601   |   |                       |   | 481      |                           |  |   | 124,231                  |   |  |              |         |   |  |   | 208,313  |  
|                                                             |  |               |          |   |                       |   |          |                           |  |   |                          |   |  |              |          |   |  |   |          |  
|Ending balance                                               |  | $             | 45,015   |   |                       | $ | 564      |                           |  | $ | 51,492                   |   |  | $            |         |   |  | $ | 97,071   |  
|                                                             |  |               |          |   |                       |   |          |                           |  |   |                          |   |  |              |          |   |  |   |          |  

Condensed consolidating statement of cash flows for the fiscal year ended December 29, 2006:



|                                                             |  |               |          |   |                       |   |          |                           |  |   |                          |   |  |              |          |   |  |   |          |  
|------------------------------------------------------------ |  | ------------- | -------- | - | --------------------- | - | -------- | ------------------------- |  | - | ------------------------ | - |  | ------------ | -------- | - |  | - | -------- | -
|                                                             |  | ParentCompany |          |   | GuarantorSubsidiaries |   |          | Non-guarantorSubsidiaries |  |   | ConsolidatingAdjustments |   |  | Consolidated |         
|Net cash provided by (used in) operating activities          |  | $             | 419,825  |   |                       | $ | (226,501 | )                         |  | $ | 135,338                  |   |  | $            | (335,154 | ) |  | $ | (6,492   | )
|Cash flows from investing activities:                        |  |               |          |   |                       |   |          |                           |  |   |                          |   |  |              |          |   |  |   |          |  
|Capital expenditures, net                                    |  |               | (35,753  | ) |                       |   | 8,768    |                           |  |   | (59,748                  | ) |  |              | (441     | ) |  |   | (87,174  | )
|Acquisitions of businesses                                   |  |               | 10,269   |   |                       |   | 46,613   |                           |  |   | (16,870                  | ) |  |              | (51,612  | ) |  |   | (11,600  | )
|Proceeds from divestitures                                   |  |               | 9,917    |   |                       |   | 369,759  |                           |  |   | 109,926                  |   |  |              |         |   |  |   | 489,602  |  
|                                                             |  |               |          |   |                       |   |          |                           |  |   |                          |   |  |              |          |   |  |   |          |  
|Net cash provided by (used in) investing activities          |  |               | (15,567  | ) |                       |   | 425,140  |                           |  |   | 33,308                   |   |  |              | (52,053  | ) |  |   | 390,828  |  
|Cash flows from financing activities:                        |  |               |          |   |                       |   |          |                           |  |   |                          |   |  |              |          |   |  |   |          |  
|Proceeds from (repayments of) short-term borrowings, net     |  |               |         |   |                       |   | (39      | )                         |  |   | (9,819                   | ) |  |              |         |   |  |   | (9,858   | )
|Proceeds from long-term borrowings                           |  |               | 100,000  |   |                       |   |         |                           |  |   |                         |   |  |              |         |   |  |   | 100,000  |  
|Repayments of long-term borrowings                           |  |               | (427,751 | ) |                       |   |         |                           |  |   | (5,813                   | ) |  |              |         |   |  |   | (433,564 | )
|Intercompany financing                                       |  |               | 17,403   |   |                       |   | 552      |                           |  |   | (17,955                  | ) |  |              |         |   |  |   |         |  
|Proceeds from (repayments of) additional paid in capital     |  |               | (154,156 | ) |                       |   | (61,404  | )                         |  |   | 11,776                   |   |  |              | 203,784  |   |  |   |         |  
|Payment of debt issuance costs                               |  |               |         |   |                       |   |         |                           |  |   |                         |   |  |              |         |   |  |   |         |  
|Dividends paid                                               |  |               |         |   |                       |   | (131,213 | )                         |  |   | (52,259                  | ) |  |              | 183,423  |   |  |   | (49      | )
|                                                             |  |               |          |   |                       |   |          |                           |  |   |                          |   |  |              |          |   |  |   |          |  
|Net cash provided by (used in) financing activities          |  |               | (464,504 | ) |                       |   | (192,104 | )                         |  |   | (74,070                  | ) |  |              | 387,207  |   |  |   | (343,471 | )
|Effect of exchange rate changes on cash and cash equivalents |  |               | 38,233   |   |                       |   | (7,292   | )                         |  |   | (25,507                  | ) |  |              |         |   |  |   | 5,434    |  
|                                                             |  |               |          |   |                       |   |          |                           |  |   |                          |   |  |              |          |   |  |   |          |  
|Change in cash and cash equivalents                          |  |               | (22,013  | ) |                       |   | (757     | )                         |  |   | 69,069                   |   |  |              |         |   |  |   | 46,299   |  
|Beginning balance                                            |  |               | 105,614  |   |                       |   | 1,238    |                           |  |   | 55,162                   |   |  |              |         |   |  |   | 162,014  |  
|                                                             |  |               |          |   |                       |   |          |                           |  |   |                          |   |  |              |          |   |  |   |          |  
|Ending balance1                                              |  | $             | 83,601   |   |                       | $ | 481      |                           |  | $ | 124,231                  |   |  | $            |         |   |  | $ | 208,313  |  
|                                                             |  |               |          |   |                       |   |          |                           |  |   |                          |   |  |              |          |   |  |   |          |  



|1 | Guarantor, Non-guarantor and Consolidated columns include cash and cash equivalents for discontinued operations at
December 30, 2005 of $931, $2,897 and $3,828, respectively.
|- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Condensed consolidating statement of cash flows for the
fiscal year ended December 30, 2005:



|                                                             |  |               |         |   |                       |   |         |                           |  |   |                          |   |  |              |          |   |  |   |          |  
|------------------------------------------------------------ |  | ------------- | ------- | - | --------------------- | - | ------- | ------------------------- |  | - | ------------------------ | - |  | ------------ | -------- | - |  | - | -------- | -
|                                                             |  | ParentCompany |         |   | GuarantorSubsidiaries |   |         | Non-guarantorSubsidiaries |  |   | ConsolidatingAdjustments |   |  | Consolidated |         
|Net cash provided by (used in) operating activities          |  | $             | (16,854 | ) |                       | $ | 144,087 |                           |  | $ | 170,214                  |   |  | $            | (162,277 | ) |  | $ | 135,170  |  
|Cash flows from investing activities:                        |  |               |         |   |                       |   |         |                           |  |   |                          |   |  |              |          |   |  |   |          |  
|Capital expenditures, net                                    |  |               | (34,308 | ) |                       |   | (3,400  | )                         |  |   | (51,151                  | ) |  |              |         |   |  |   | (88,859  | )
|Acquisitions of businesses                                   |  |               | 23,680  |   |                       |   | (5,390  | )                         |  |   | (20,843                  | ) |  |              | (3,561   | ) |  |   | (6,114   | )
|Proceeds from divestitures                                   |  |               | 979     |   |                       |   | 4,000   |                           |  |   | 18,404                   |   |  |              |         |   |  |   | 23,383   |  
|                                                             |  |               |         |   |                       |   |         |                           |  |   |                          |   |  |              |          |   |  |   |          |  
|Net cash provided by (used in) investing activities          |  |               | (9,649  | ) |                       |   | (4,790  | )                         |  |   | (53,590                  | ) |  |              | (3,561   | ) |  |   | (71,590  | )
|Cash flows from financing activities:                        |  |               |         |   |                       |   |         |                           |  |   |                          |   |  |              |          |   |  |   |          |  
|Proceeds from (repayments of) short-term borrowings, net     |  |               | (39,300 | ) |                       |   | 39      |                           |  |   | (170                     | ) |  |              |         |   |  |   | (39,431  | )
|Proceeds from long-term borrowings                           |  |               | 432,178 |   |                       |   |        |                           |  |   | 21,044                   |   |  |              |         |   |  |   | 453,222  |  
|Repayments of long-term borrowings                           |  |               | (43,242 | ) |                       |   |        |                           |  |   | (248,157                 | ) |  |              |         |   |  |   | (291,399 | )
|Intercompany financing                                       |  |               | (55,811 | ) |                       |   | 65,337  |                           |  |   | (9,526                   | ) |  |              |         |   |  |   |         |  
|Proceeds from (repayments of) additional paid in capital     |  |               | (74,119 | ) |                       |   | (91,715 | )                         |  |   | 113,287                  |   |  |              | 52,547   |   |  |   |         |  
|Payment of debt issuance costs                               |  |               | (6,594  | ) |                       |   |        |                           |  |   | (641                     | ) |  |              |         |   |  |   | (7,235   | )
|Dividends paid                                               |  |               | (40,437 | ) |                       |   | (56,791 | )                         |  |   | (56,502                  | ) |  |              | 113,291  |   |  |   | (40,439  | )
|                                                             |  |               |         |   |                       |   |         |                           |  |   |                          |   |  |              |          |   |  |   |          |  
|Net cash provided by (used in) financing activities          |  |               | 172,675 |   |                       |   | (83,130 | )                         |  |   | (180,665                 | ) |  |              | 165,838  |   |  |   | 74,718   |  
|Effect of exchange rate changes on cash and cash equivalents |  |               | (41,555 | ) |                       |   | (55,394 | )                         |  |   | 92,621                   |   |  |              |         |   |  |   | (4,328   | )
|                                                             |  |               |         |   |                       |   |         |                           |  |   |                          |   |  |              |          |   |  |   |          |  
|Change in cash and cash equivalents                          |  |               | 104,617 |   |                       |   | 773     |                           |  |   | 28,580                   |   |  |              |         |   |  |   | 133,970  |  
|Beginning balance                                            |  |               | 991     |   |                       |   | 465     |                           |  |   | 26,588                   |   |  |              |         |   |  |   | 28,044   |  
|                                                             |  |               |         |   |                       |   |         |                           |  |   |                          |   |  |              |          |   |  |   |          |  
|Ending balance1                                              |  | $             | 105,608 |   |                       | $ | 1,238   |                           |  | $ | 55,168                   |   |  | $            |         |   |  | $ | 162,014  |  
|                                                             |  |               |         |   |                       |   |         |                           |  |   |                          |   |  |              |          |   |  |   |          |  



|1 | Guarantor, Non-guarantor and Consolidated columns include cash and cash equivalents for discontinued operations at
December 30, 2005 of $931, $2,897 and $3,828, respectively.
|- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



F-50



---

##### Table of Contents

|(30) | Quarterly Financial Data (unaudited)
|---- | ------------------------------------



|                   |  |               |         |   |               |   |             |              |  |             |              |   |                   |   |         |                   |   |         |                  |  |   |                  |   |  |   |         |   |  |   |        
|------------------ |  | ------------- | ------- | - | ------------- | - | ----------- | ------------ |  | ----------- | ------------ | - | ----------------- | - | ------- | ----------------- | - | ------- | ---------------- |  | - | ---------------- | - |  | - | ------- | - |  | - | -------
|                   |  | 1st Quarter   |         |   | 2nd Quarter   |   | 3rd Quarter |              |  | 4th Quarter
|                   |  | March 30,2007 |         |   | March 31,2006 |   |             | June 29,2007 |  |             | June 30,2006 |   | September 28,2007 |   |         | September 29,2006 |   |         | December 28,2007 |  |   | December 29,2006
|Net sales1         |  | $             | 709,228 |   |               | $ | 691,371     |              |  | $           | 795,350      |   |                   | $ | 757,381 |                   | $ | 791,438 |                  |  | $ | 739,471          |   |  | $ | 834,032 |   |  | $ | 740,030
|Gross profit1      |  |               | 295,788 |   |               |   | 284,587     |              |  |             | 335,272      |   |                   |   | 327,237 |                   |   | 340,669 |                  |  |   | 312,957          |   |  |   | 356,233 |   |  |   | 300,688
|Net income (loss)2 |  |               | (36,728 | ) |               |   | (111,913    | )            |  |             | (19,570      | ) |                   |   | 230,709 |                   |   | (14,630 | )                |  |   | (16,115          | ) |  |   | (15,703 | ) |  |   | 15,601 



|1 | Amounts include results from continuing operations.
|- | ---------------------------------------------------



|2 | During the fourth quarter of fiscal year 2007, the Company recorded a charge of $4,000 related to a pending litigation
claim at its corporate operations.
|- | ---------------------------------------------------------------------------------------------------------------------------------------------------------

During the third quarter of
fiscal year 2006, the Company estimated and recorded an impairment charge of $5,139 on amortizable intangible assets associated with its divestiture of the Auto-Chlor branch operation in the southern United States. During the fourth quarter of
fiscal year 2006, the Company revised its original estimate resulting in the reversal of $2,366 of that impairment charge (see Note 6).

During the second quarter of fiscal year 2006, the Company divested of its Polymer Business segment (see Note 7) resulting in after tax gain of approximately $225,447.

During the first quarter of fiscal year 2006, the Company recorded restructuring expense of $42,800 and selling, general and administrative expenses of
$57,600 related to the November 2005 Plan (see Note 15).



F-51



---

##### Table of Contents

JOHNSONDIVERSEY, INC.

EXHIBIT INDEX



|               |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|-------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit Number |  | Description of Exhibit                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|3.1            |  | Certificate of Incorporation of JohnsonDiversey, Inc. (incorporated by reference as Exhibit 3.1 to the Registration Statement on Form S-4 of JohnsonDiversey, Inc. filed with the SEC on July 31,
2002 (Reg. No. 333-97427)(the JDI Form S-4))                                                                                                                                                                                                                                                                                                                                                            
|               | 
|3.2            |  | Bylaws of JohnsonDiversey, Inc. (incorporated by reference as Exhibit 3.20 to the JDI Form S-4)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|               | 
|4.1            |  | Indenture between JohnsonDiversey, Inc. and each of the guarantors named therein and BNY Midwest Trust Company, as trustee, dated as of May 3, 2002, relating to the $300,000,000 9.625% Senior
Subordinated Notes due 2012 (incorporated by reference as Exhibit 4.1 to the JDI Form S-4)                                                                                                                                                                                                                                                                                                                  
|               | 
|4.2            |  | Indenture between JohnsonDiversey, Inc. and each of the guarantors named therein and The Bank of New York, as trustee, dated as of May 3, 2002, relating to the 225,000,000 9.625% Senior
Subordinated Notes due 2012 (incorporated by reference as Exhibit 4.2 to the JDI Form S-4)                                                                                                                                                                                                                                                                                                                       
|               | 
|10.1           |  | Asset and Equity Interest Purchase Agreement, dated May 1, 2006, by and among Johnson Polymer, LLC, JohnsonDiversey Holdings II B.V. and BASF Aktiengesellschaft (incorporated by reference as
Exhibit 10.1 to the Quarterly Report on Form 10-Q of JohnsonDiversey, Inc. filed with the SEC on May 11, 2006)                                                                                                                                                                                                                                                                                               
|               | 
|10.2           |  | Purchase Agreement among JohnsonDiversey Holdings, Inc. (formerly known as Johnson Professional Holdings, Inc.), JohnsonDiversey, Inc. (formerly known as S.C. Johnson Commercial Markets, Inc.)
and Conopco, Inc., dated as of November 20, 2001 (incorporated by reference as Exhibit 10.1 to the JDI Form S-4)*                                                                                                                                                                                                                                                                                          
|               | 
|10.3           |  | First Amendment to the Purchase Agreement by and among JohnsonDiversey Holdings, Inc. (formerly known as Johnson Professional Holdings, Inc.), JohnsonDiversey, Inc. (formerly known as S.C.
Johnson Commercial Markets, Inc.) and Conopco, Inc., dated as of February 11, 2002 (incorporated by reference as Exhibit 10.2 to the JDI Form S-4)                                                                                                                                                                                                                                                             
|               | 
|10.4           |  | Second Amendment to the Purchase Agreement by and among JohnsonDiversey Holdings, Inc. (formerly known as Johnson Professional Holdings, Inc.), JohnsonDiversey, Inc. (formerly known as S.C.
Johnson Commercial Markets, Inc.) and Conopco, Inc., dated as of April 5, 2002 (incorporated by reference as Exhibit 10.3 to the JDI Form S-4)                                                                                                                                                                                                                                                                
|               | 
|10.5           |  | Third Amendment to the Purchase Agreement by and among JohnsonDiversey Holdings, Inc. (formerly known as Johnson Professional Holdings, Inc.), JohnsonDiversey, Inc. (formerly known as S.C.
Johnson Commercial Markets, Inc.) and Conopco, Inc., dated as of May 3, 2002 (incorporated by reference as Exhibit 10.4 to the JDI Form S-4)*                                                                                                                                                                                                                                                                  
|               | 
|10.6           |  | Amended and Restated Credit Agreement, dated as of December 16, 2005, among JohnsonDiversey, Inc., as borrower, JohnsonDiversey Holdings, Inc., the lenders and issuers party thereto, as lenders,
Citicorp USA, Inc., as administrative agent, JPMorgan Chase Bank, N.A., General Electric Capital Corporation and National City Bank of the Midwest, each as a co-documentation agent, and Citigroup Global Markets, Inc., as sole arranger and book
runner (incorporated by reference as Exhibit 10.1 to the Current Report on Form 8-K of JohnsonDiversey, Inc. filed with the SEC on December 19, 2005)
|               | 
|10.7           |  | Amended and Restated Guaranty Agreement, dated as of December 16, 2005, by JohnsonDiversey Holdings, Inc. (f/k/a/, Johnson Professional Holdings, Inc.) and each of the other entities on the
signature pages thereof in favor of Citicorp, USA, Inc. as administrative agent (incorporated by reference as Exhibit 10.2 to the Current Report on Form 8-K of JohnsonDiversey, Inc. filed with the SEC on December 19, 2005)                                                                                                                                                                                
|               | 
|10.8           |  | Pledge and Security Agreement, dated as of May 3, 2002, by JohnsonDiversey, Inc., JohnsonDiversey Holdings, Inc. (formerly known as Johnson Professional Holdings, Inc.) and the other loan
parties signatories thereto in favor of the Administrative Agent (incorporated by reference as Exhibit 10.8 to the JDI Form S-4)                                                                                                                                                                                                                                                                                
|               | 
|10.9           |  | Agreement between S.C. Johnson & Son, Inc. and JohnsonDiversey, Inc., dated as of May 3, 2002, with respect to, among other things, the housemarks (incorporated by reference as Exhibit 10.9
to the JDI Form S-4)*                                                                                                                                                                                                                                                                                                                                                                                         



E-1



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##### Table of Contents

|               |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|-------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit Number |  | Description of Exhibit                                                                                                                                                                                                                                                                                                                                                                                                                            
|10.10          |  | Technology Disclosure and License Agreement among S.C. Johnson & Son, Inc., JohnsonDiversey, Inc. (formerly known as S.C. Johnson Commercial Markets, Inc.) and Johnson Polymer, LLC (formerly
known as Johnson Polymer, Inc.) dated as of May 3, 2002 (incorporated by reference as Exhibit 10.11 to the JDI Form S-4)*                                                                                                                          
|               | 
|10.11          |  | Omnibus Amendment of Leases among S.C. Johnson & Son, Inc., Johnson Polymer, LLC (formerly known as Johnson Polymer, Inc.) and JohnsonDiversey, Inc. (formerly known as S.C. Johnson
Commercial Markets, Inc.), dated November 20, 2001 (incorporated by reference as Exhibit 10.12 to the JDI Form S-4)                                                                                                                                          
|               | 
|10.12          |  | Lease Agreement between S.C. Johnson & Son, Inc. and JohnsonDiversey, Inc. (formerly known as S.C. Johnson Commercial Markets, Inc.) for Waxdale Building 65, 8311 16thStreet, Mt. Pleasant, Wisconsin, dated July 3, 1999 (incorporated by reference as Exhibit 10.13 to the JDI Form S-4)*                                                                                                                                                      
|               | 
|10.13          |  | Real Estate and Equipment Lease Agreement between S.C. Johnson & Son, Inc. and JohnsonDiversey, Inc. (formerly known as S.C. Johnson Commercial Markets, Inc.) for Waxdale Buildings 59 and
63, 8311 16thStreet, Mt. Pleasant, Wisconsin, dated July 3, 1999 (incorporated by reference as Exhibit 10.15 to the JDI Form S-4)*                                                                                                                    
|               | 
|10.14          |  | Lease Agreement between S.C. Johnson & Son, Inc. and Johnson Polymer, LLC (formerly known as Johnson Polymer, Inc.) for Waxdale Buildings 52, 53, 54, 66, 66A, 71 & 72, 8311 16th Street,
Mt. Pleasant, Wisconsin, dated July 3, 1999 (incorporated by reference as Exhibit 10.16 to the JDI Form S-4)*                                                                                                                                           
|               | 
|10.15          |  | Receivables Sale Agreement, dated as of March 2, 2001, between U S Chemical Corporation, as originator, and JWPR Corporation, as buyer (incorporated by reference as Exhibit 10.19 to the JDI Form
S-4)                                                                                                                                                                                                                                           
|               | 
|10.16          |  | Receivables Sale Agreement, dated as of March 2, 2001, between JohnsonDiversey, Inc. (formerly known as S.C. Johnson Commercial Markets, Inc.), as originator, and JWPR Corporation, as buyer
(incorporated by reference as Exhibit 10.20 to the JDI Form S-4)                                                                                                                                                                                    
|               | 
|10.17          |  | Amendment No. 1 to Receivables Sale Agreement, dated as of August 29, 2003, between JohnsonDiversey, Inc. (formerly known as S.C. Johnson Commercial Markets, Inc.), as originator, and JWPR
Corporation, as buyer (incorporated by reference as Exhibit 10.35 to the JDHI Form S-4)                                                                                                                                                              
|               | 
|10.18          |  | Receivables Sale Agreement, dated as of August 29, 2003, between The Butcher Company, as originator, and JohnsonDiversey, Inc., as buyer (incorporated by reference as Exhibit 10.36 to the JDHI
Form S-4)                                                                                                                                                                                                                                        
|               | 
|10.19          |  | Receivables Sale and Contribution Agreement, dated as of March 2, 2001, among Johnson Polymer, LLC (formerly known as Johnson Polymer, Inc.), U S Chemical Corporation, Whitmire Micro-Gen
Research Laboratories, Inc., JohnsonDiversey, Inc. (formerly known as S.C. Johnson Commercial Markets, Inc.), JWP Investments, Inc. and JWPR Corporation (incorporated by reference as Exhibit 10.21 to the JDI Form S-4)                              
|               | 
|10.20          |  | Second Amended and Restated Receivables Purchase Agreement dated as of March 24, 2006, among JWPR Corporation, as Seller and Servicer, Chariot Funding LLC and Liberty Street Funding Corp., as
conduits, and JP Morgan Chase Bank N.A. and Bank of Nova Scotia, As Financial Institutions and Agents (incorporated by reference as Exhibit 10.25 to the Annual Report on Form 10-K of JohnsonDiversey, Inc. filed with the SEC on March 22,
2007)
|               | 
|10.21          |  | Amendment No.1 to Second Amended and Restated Receivables Purchase Agreement, dated as of July 14, 2006, among JWPR Corporation, as Seller and Servicer, Liberty Street Funding Corp., and Bank of
Nova Scotia, As Financial Institution and Agent (incorporated by reference as Exhibit 10.26 to the Annual Report on Form 10-K of JohnsonDiversey, Inc. filed with the SEC on March 22, 2007)                                                   
|               | 
|10.22          |  | Amendment No.2 to Second Amended and Restated Receivables Purchase Agreement, dated as of September 15, 2006, among JWPR Corporation, as Seller and Servicer, Liberty Street Funding Corp., and
Bank of Nova Scotia, As Financial Institution and Agent (incorporated by reference as Exhibit 10.27 to the Annual Report on Form 10-K of JohnsonDiversey, Inc. filed with the SEC on March 22, 2007)                                              
|               | 
|10.23          |  | Amendment No.3 to Second Amended and Restated Receivables Purchase Agreement, dated as of October 10, 2006, among JWPR Corporation, as Seller and Servicer, Liberty Street Funding Corp., and Bank
of Nova Scotia, As Financial Institution and Agent (incorporated by reference as Exhibit 10.28 to the Annual Report on Form 10-K of JohnsonDiversey, Inc. filed with the SEC on March 22, 2007)                                                



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##### Table of Contents

|               |  |                                                                                                                                                                                                                                                                                                                                            
|-------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit Number |  | Description of Exhibit                                                                                                                                                                                                                                                                                                                     
|10.24          |  | Receivables Offer Deed, dated as of 24 October, 2003 between JohnsonDiversey UK Ltd., as originator, and JWPR Corporation, as buyer (incorporated by reference as Exhibit 10.29 to the Annual
Report on Form 10-K of JohnsonDiversey, Inc. filed with the SEC on March 22, 2007)                                                           
|               | 
|10.25          |  | Amendment No. 1 to Receivables Offer Deed, dated as of 24 October, 2003, between JohnsonDiversey UK Ltd, as originator, and JWPR Corporation, as buyer (incorporated by reference as Exhibit 10.30
to the Annual Report on Form 10-K of JohnsonDiversey, Inc. filed with the SEC on March 22, 2007)                                        
|               | 
|10.26          |  | Deed of Trust and Charge, dated as of 19 January, 2007 between JohnsonDiversey UK Ltd., as originator, JWPR Corporation, as buyer, and Bank of Nova Scotia, as financial institution and agent
(incorporated by reference as Exhibit 10.31 to the Annual Report on Form 10-K of JohnsonDiversey, Inc. filed with the SEC on March 22, 2007)
|               | 
|10.27          |  | Stock Purchase Agreement by and among JWP Investments, Inc., Sorex Holdings, Ltd. and Whitmire Holdings Inc. dated as of June 9, 2004 (incorporated by reference as Exhibit 2.1 to the Current
Report on Form 8-K of JohnsonDiversey, Inc. filed with the SEC on June 25, 2004)                                                            
|               | 
|10.28          |  | Commercial Markets Holdco, Inc. Second Amended and Restated Long-Term Equity Incentive Plan (incorporated by reference as Exhibit 10.31 to Amendment No. 2 of the Registration Statement on Form
S-4 of JohnsonDiversey, Inc. filed with the SEC on November 21, 2002 (Reg. No. 333-97247)**                                               
|               | 
|10.29          |  | Form of Stock Option Agreement under Commercial Markets Holdco, Inc. Amended and Restated Long-Term Equity Incentive Plan (incorporated by reference as Exhibit 10.32 to the JDI Form
S-4)**                                                                                                                                               
|               | 
|10.30          |  | Employment Agreement between JohnsonDiversey, Inc. (formerly known as S.C. Johnson Commercial Markets, Inc.) and Gregory F. Clark, dated November 8, 1999 (incorporated by reference as Exhibit
10.35 to the JDI Form S-4)**                                                                                                               
|               | 
|10.31          |  | Employment Agreement between JohnsonDiversey, Inc. (formerly known as S.C. Johnson Commercial Markets, Inc.) and David S. Andersen, dated November 8, 1999 (incorporated by reference as Exhibit
10.36 to the JDI Form S-4)**                                                                                                              
|               | 
|10.32          |  | Agreement between JohnsonDiversey, Inc. (formerly known as S.C. Johnson Commercial Markets, Inc.) and S. Curtis Johnson, dated December 6, 2001 (incorporated by reference as Exhibit 10.30 to the
JDI Form S-4)**                                                                                                                         
|               | 
|10.33          |  | Employment Agreement between JohnsonDiversey, Inc. and Thomas Gartland, executed July 17, 2003 (incorporated by reference as Exhibit 10.1 to the Quarterly Report on Form 10-Q of JohnsonDiversey,
Inc. filed with the SEC on November 14, 2003)**                                                                                         
|               | 
|10.34          |  | Employment Agreement between JohnsonDiversey, Inc. and Joseph F. Smorada, executed November 1, 2004 (incorporated by reference as Exhibit 10.1 to the Current Report on Form 8-K of
JohnsonDiversey, Inc. filed with the SEC on November 12, 2004) **                                                                                      
|               | 
|10.35          |  | Employment Agreement between JohnsonDiversey, Inc. and Dr. Stephen A. Di Biase, executed December 7, 2004 (incorporated by reference as Exhibit 10.50 to the Annual Report on Form 10-K of
JohnsonDiversey, Inc. filed with the SEC on March 21, 2005) **                                                                                  
|               | 
|10.36          |  | Employment Agreement between JohnsonDiversey, Inc. and Pedro Chidichimo, dated as of October 31, 2005 (incorporated by reference as Exhibit 10.1 to the Quarterly Report on Form 10-Q of
JohnsonDiversey, Inc. filed with the SEC on November 8, 2005)**                                                                                   
|               | 
|10.37          |  | Employment Agreement between JohnsonDiversey, Inc. and Edward F. Lonergan, dated as of March 17, 2006 (incorporated by reference as Exhibit 10.47 to the Annual report on Form 10-K of
JohnsonDiversey, Inc. filed with the SEC on March 21, 2006)**                                                                                       
|               | 
|10.38          |  | Retirement Agreement between JohnsonDiversey, Inc. and JoAnne Brandes, dated as of January 25, 2007 (incorporated by reference as Exhibit 10.47 to the Annual Report on Form 10-K of
JohnsonDiversey, Inc. filed with the SEC on March 22, 2007)**                                                                                         
|               | 
|10.39          |  | Lease Amendment, Assignment and Assumption Agreement dated as of May 1, 2006 by and among S.C. Johnson & Son, Inc., JohnsonDiversey, Inc. and Johnson Polymer, LLC (incorporated by reference
as Exhibit 10.1 to the Quarterly Report on Form 10-Q of JohnsonDiversey, Inc. filed with the SEC on May 11, 2006)                            



E-3



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##### Table of Contents

|               |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|-------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit Number |  | Description of Exhibit                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|10.40          |  | Lease Assignment and Assumption Agreement dated as of May 1, 2006 by and among S.C. Johnson & Son, Inc., JohnsonDiversey, Inc. and Johnson Polymer, LLC (incorporated by reference as Exhibit
10.1 to the Quarterly Report on Form 10-Q of JohnsonDiversey, Inc. filed with the SEC on May 11, 2006)                                                                                                                                                                                             
|               | 
|10.41          |  | Termination Agreement dated as of May 1, 2006 by and between S.C. Johnson & Son, Inc. and Johnson Polymer, LLC (incorporated by reference as Exhibit 10.1 to the Quarterly Report on Form 10-Q
of JohnsonDiversey, Inc. filed with the SEC on May 11, 2006)                                                                                                                                                                                                                                      
|               | 
|10.42          |  | Assignment and Assumption Agreement dated as of May 1, 2006 by and among S.C. Johnson & Son, Inc., JohnsonDiversey, Inc. and Johnson Polymer, LLC (incorporated by reference as Exhibit 10.1
to the Quarterly Report on Form 10-Q of JohnsonDiversey, Inc. filed with the SEC on May 11, 2006)                                                                                                                                                                                                   
|               | 
|10.43          |  | First Amendment to Asset and Equity Interest Purchase Agreement, dated as of June 30, 2006, by and among Johnson Polymer, LLC, JohnsonDiversey Holdings II B.V. and BASF Aktiengesellschaft
(incorporated by reference to Exhibit 99.1 to JohnsonDiversey, Inc.s Form 8-K filed with the SEC on July 7, 2006, File No. 333-97427)                                                                                                                                                               
|               | 
|10.44          |  | Amended and Restated Performance Bonus Opportunity Plan for Key Executives and Officers (incorporated by reference as Exhibit 10.54 to the Annual Report on Form 10-K of JohnsonDiversey, Inc.
filed with the SEC on March 22, 2007)**                                                                                                                                                                                                                                                           
|               | 
|10.45          |  | Restructuring Incentive Plan, Effective as of January 1, 2006 (incorporated by reference as Exhibit 10.55 to the Annual Report on Form 10-K of JohnsonDiversey, Inc. filed with the SEC on March
22, 2007)**                                                                                                                                                                                                                                                                                     
|               | 
|10.46          |  | Long-Term Cash Incentive Plan, Effective as of January 1, 2006 (incorporated by reference as Exhibit 10.56 to the Annual Report on Form 10-K of JohnsonDiversey, Inc. filed with the SEC on March
22, 2007)**                                                                                                                                                                                                                                                                                    
|               | 
|10.47          |  | Profit Sharing Plan, Effective as of January 1, 2007 (incorporated by reference as Exhibit 10.57 to the Annual Report on Form 10-K of JohnsonDiversey, Inc. filed with the SEC on March 22,
2007)**                                                                                                                                                                                                                                                                                              
|               | 
|10.48          |  | Amendment No. 1 to Amended and Restated Credit Agreement, dated as of June 25, 2007 among JohnsonDiversey, Inc., as borrower, JohnsonDiversey Holdings, Inc., and Citicorp USA, Inc., as
Administrative Agent, on behalf each Lender executing a Lender Consent (amends the Amended and Restated Credit Agreement, dated as of December 16, 2005) (incorporated by reference as Exhibit 10.1 to the Quarterly Report on Form 10-Q of
JohnsonDiversey, Inc. filed with the SEC on August 9, 2007)*
|               | 
|10.49          |  | Employment Agreement between JohnsonDiversey, Inc. and Jim Larson, dated May 1, 2007 (incorporated by reference as Exhibit 10.2 to the Quarterly Report on Form 10-Q of JohnsonDiversey, Inc.
filed with the SEC on August 9, 2007)**                                                                                                                                                                                                                                                            
|               | 
|10.50          |  | Separation Agreement between JohnsonDiversey, Inc. and Sanjib Choudhuri, dated May 4, 2007 (incorporated by reference as Exhibit 10.3 to the Quarterly Report on Form 10-Q of JohnsonDiversey,
Inc. filed with the SEC on August 9, 2007)**                                                                                                                                                                                                                                                      
|               | 
|10.51          |  | Umbrella Agreement in Respect of Professional Products among Unilever N.V., Unilever PLC and JohnsonDiversey, Inc. dated as of October 11, 2007 (incorporated by reference as Exhibit 10.1 to the
Quarterly Report on Form 10-Q of JohnsonDiversey, Inc. filed with the SEC on November 8, 2007)*                                                                                                                                                                                                
|               | 
|10.52          |  | Form of Amended and Restated Master Sales Agency Agreement among Unilever N.V., Unilever PLC and JohnsonDiversey, Inc (incorporated by reference as Exhibit 10.2 to the Quarterly Report on Form
10-Q of JohnsonDiversey, Inc. filed with the SEC on November 8, 2007)*                                                                                                                                                                                                                          
|               | 
|10.53          |  | Form of Master Sub-License Agreement in Respect of Professional Products among Unilever N.V., Unilever PLC and JohnsonDiversey, Inc (incorporated by reference as Exhibit 10.3 to the Quarterly
Report on Form 10-Q of JohnsonDiversey, Inc. filed with the SEC on November 8, 2007)*                                                                                                                                                                                                            
|               | 
|10.54          |  | Form of Amended and Restated Stockholders Agreement among JohnsonDiversey Holdings Inc., Commercial Markets Holdco, Inc. and Marga B.V (incorporated by reference as Exhibit 10.4 to
the Quarterly Report on Form 10-Q of JohnsonDiversey, Inc. filed with the SEC on November 8, 2007)*                                                                                                                                                                                                       
|               | 
|10.55          |  | Amendment No. 4 to Second Amended and Restated Receivables Purchase Agreement, dated as of December 21, 2007, among JWPR Corporation, as Seller and Servicer, Liberty Street Funding Corp., and
Bank of Nova Scotia, As financial Institution and Agent                                                                                                                                                                                                                                          



E-4



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##### Table of Contents

|               |  |                                                                                                                                                                                                
|-------------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit Number |  | Description of Exhibit                                                                                                                                                                         
|14.1           |  | JohnsonDiversey, Inc. Finance Officers Ethics Policy (incorporated by reference as Exhibit 14.1 to the Annual Report on Form 10-K of JohnsonDiversey, Inc. filed with the SEC on April 3, 2003)
|               | 
|21.1           |  | Subsidiaries of JohnsonDiversey, Inc.                                                                                                                                                          
|               | 
|24.1           |  | Power of Attorney                                                                                                                                                                              
|               | 
|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                                                                         



|* | Portions of this exhibit have been omitted pursuant to a request for confidential treatment. The omitted material has been filed separately with the SEC.
|- | ---------------------------------------------------------------------------------------------------------------------------------------------------------

|** | Management contract or compensatory plan.
|-- | -----------------------------------------



E-5