<TABLE>


 FINANCIAL HIGHLIGHTS
 (In thousands, except per share data)
 AS OF AND FOR THE YEARS ENDED DECEMBER 31                                             2004          2003          CHANGE
---------------------------------------------------------------------------------------------------------------------------
 OPERATING RESULTS
<S>                                                                                 <C>           <C>                   <C>
 Operating revenue                                                                  $3,758,568    $3,568,586            5%
 Operating income (loss) (1)                                                           336,556     (166,243)

 Income (loss) from continuing operations (1, 2)                                       324,057     (221,975)

 Income (loss) from discontinued operations (2)                                          7,170       (2,712)
                                                                                  ------------- -------------

 Net income (loss) (1, 2)                                                             $331,227    $(224,687)

 Diluted earnings (loss) per share:
 Income (loss) from continuing operations (1, 2)                                         $1.08       $(0.75)
 Income (loss) from discontinued operations (2)                                           0.02        (0.01)
                                                                                  ------------- -------------

 Diluted earnings (loss) per share                                                       $1.11       $(0.76)

 Cash dividends per share                                                                $0.43         $0.42            2%
---------------------------------------------------------------------------------------------------------------------------

 FINANCIAL POSITION
 Total assets                                                                       $3,140,202    $2,956,426
 Total debt                                                                            805,088       819,271
 Shareholders' equity                                                                  991,535       816,517
---------------------------------------------------------------------------------------------------------------------------

 CASH FLOWS
 Cash from operating activities                                                       $375,885      $283,538           33%
---------------------------------------------------------------------------------------------------------------------------

 SHARE PRICE RANGE
 (TRADED ON THE NEW YORK STOCK EXCHANGE UNDER THE SYMBOL SVM)
 High price for the year                                                                $13.87        $12.10
 Low price for the year                                                                  10.65          8.95
 Closing price as of December 31,                                                        13.79         11.65
---------------------------------------------------------------------------------------------------------------------------
</TABLE>


(1)  The  Company's  goodwill and  intangible  assets that are not amortized are
     subject  to at least an annual  assessment  for  impairment  by  applying a
     fair-value  based  test.  During  the third  quarter of 2003,  the  Company
     recorded  a  non-cash   impairment  charge  associated  with  goodwill  and
     intangible assets at its American Residential Services, American Mechanical
     Services and TruGreen LandCare business units of $481 million pre-tax ($383
     million after-tax). The impact on diluted earnings per share of this charge
     was $1.30.

(2)  In January 2005, the Company  announced that it had reached a comprehensive
     agreement with the Internal  Revenue  Service  regarding its examination of
     the  Company's  federal  income taxes through the year 2002. As a result of
     this  agreement,  the Company  recorded a non-cash  reduction in its fourth
     quarter and full year 2004 tax provision,  thereby increasing net income by
     approximately   $159  million.   Approximately   $150  million  related  to
     continuing  operations  ($.49 per diluted share) and $9 million  related to
     discontinued operations ($.03 per diluted share).




                                       1
<PAGE>




                      MANAGEMENT DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS


RESULTS OF OPERATIONS
CONSOLIDATED REVIEW - 2005 OUTLOOK AND GUIDANCE
For the past several years,  ServiceMaster (the "Company") has challenged itself
to perform as it transforms, adapt to new trends in the marketplace,  manage its
costs, invest in process and technology  improvements,  and launch new marketing
programs and service offerings.  Management believes that the Company has made a
lot of  headway in doing this while also  improving  its  revenue  and  earnings
growth.

In 2005, the Company is focusing on the following major initiatives:

1.   IMPROVING  PROBLEM  RESOLUTION - The Company believes it can  differentiate
     its brands by handling problem resolution quicker than its competitors. The
     Company's  research  shows that the number one reason  people choose not to
     renew with  ServiceMaster  brands is related to  frustrations  with problem
     resolution.

2.   IMPROVING  THE SALES  PROCESS - The Company is highly  focused on improving
     its sales  process,  to be more effective in closing sales by answering and
     following up on all  inquiries,  doing business with customers the way they
     prefer  it,  and by  using  channels  and  methods  of  communicating  with
     customers  that are their  preference.  This is why the Company is making a
     substantial  investment  in  marketing  and  sales  expansion  in the first
     quarter of 2005.

3.   ENABLING AND  PROTECTING  THE  TECHNICIANS - Great service people deliver a
     great  service  experience  when they are given the tools to  succeed.  The
     Company is equipping  its  technicians  with the tools  necessary to better
     serve  customers.  In 2005,  the Company is conducting  pilots and planning
     rollouts  related  to  improving   technician   productivity   through  the
     deployment  of routing  and  scheduling  tools,  increased  use of handheld
     technologies, and expanded use of global positioning systems.

4.   RECOMMITTING TO BEING A VALUES-BASED  COMPANY - The Company's commitment to
     its objectives is being renewed.  Over the last two years,  the Company has
     re-examined its values. The culmination of this process has resulted in the
     addition  of a new  corporate  objective,  "To Excel With  Customers".  The
     Company's commitment to honoring God in all we do, to developing our people
     and to growing  profitably is unwavering.  The renewed  objectives  will be
     reviewed with the Company's shareholders at the 2005 Annual Meeting.

As the Company  enters 2005, it has brought in a few new executives and promoted
and moved other experienced leaders across businesses. These new combinations of
leaders create teams with complementary skills, bringing together discipline and
ideas,  strategy  and  operational  strengths,  making  sure that the balance of
getting it done in the field  every day and making the right  decisions  for the
long term of our businesses is necessarily and appropriately balanced.

The  Company  is not  satisfied  with  the  financial  performance  of  all  its
businesses.  While the Company enjoyed strong performances from several units in
2004,  senior  management  believes that there are two businesses that are still
not  performing  up to their  potential;  TruGreen  LandCare  and  ARS.  In both
businesses,  the Company has strengthened the leadership teams and is working on
the right strategies and processes,  and management  believes  progress is being
made. In 2005, the Company is counting on more tangible  results in both revenue
and margin improvement in these businesses.

As the  Company  looks  toward  2005,  it will stay  focused on revenue  growth,
pricing,  improved  retention,  and consistently  delivering a satisfied service
experience.  The Company  continues to make  investments  in its sales force and
processes and  technologies to sustain growth.  During the Company's  off-season
first quarter, it will make incremental investments in salespeople and marketing
programs. In addition,  this quarter will also include the first-time absorption
of off-season  costs in the Canadian lawn care operations which were acquired in
April 2004.  The Company  expects these factors will impair first quarter profit
comparisons  but will be offset  by  stronger  results  in the  remaining  three
quarters of 2005.  The Company  continues to expect full year revenue growth for
2005 to be in the mid- to  high-single  digit range and that  earnings per share
will grow somewhat  faster than  revenues.  The Company  expects cash flows from
operating activities to continue to substantially exceed net income.

2004 COMPARED WITH 2003
Revenue for 2004 was $3.8 billion, a five percent increase over 2003. All of the
revenue  growth was derived from  internal  sources as the positive  impact from
acquisitions  was offset by revenue  that was  eliminated  as a result of branch
closures and consolidations at TruGreen LandCare and ARS in 2003 and early 2004.
The five percent  overall  internal  growth rate represents a sharp rebound from
2003 and is the strongest rate of growth that the Company has experienced in the
past five years. Management believes that it is starting to see tangible results
from its initiatives to better  differentiate its brands,  develop new marketing
methods and channels, and improve customer satisfaction and retention.

The Company  reported income from continuing  operations in 2004 of $324 million
and income from  discontinued  operations of $7 million.  The net income of $331
million in 2004  compared  with a net loss of ($225)  million  in 2003.  Diluted
earnings per share were $1.11 in 2004 and a loss of ($.76) in 2003.

Diluted  earnings  per  share  from  continuing  operations  were  $1.08 in 2004
compared  with a loss of ($.75) in 2003.  As more  fully  discussed  below,  the
diluted  earnings per share from  continuing  operations for 2004 include a $.49
per share ($150  million)  non-cash  reduction in the tax provision and the 2003
amount includes a non-cash goodwill and intangible assets

                                       2
<PAGE>


impairment  charge  of $1.30 per  share  ($481  million  pre-tax,  $383  million
after-tax).  Operating income for 2004 was $337 million, compared with a loss of
($166)  million in 2003.  The 2003  results  include the $481  million  non-cash
impairment charge.

Management  believes that the cost  controls and focus on improved  efficiencies
that were  evident  throughout  the  enterprise  during the second  half of 2003
remained  firmly in place in 2004, and that these were  instrumental  in helping
the Company overcome  approximately  $35 million,  or $.07 per diluted share, of
incremental variable compensation and fuel costs. The Company expects the growth
in  incentive  compensation  to  return  to more  normal  levels  in 2005 and in
subsequent  years.  The increase in operating income in 2004 reflects the impact
of the 2003 impairment charge,  strong profit growth at American Home Shield and
TruGreen's ChemLawn operations,  a reduced level of operating loss in TruGreen's
landscaping operations and improved profits at ServiceMaster Clean and Terminix,
as well as a $4  million  gain  that  TruGreen  ChemLawn  realized  in the third
quarter  of 2004  from the sale of a  support  facility.  These  increases  were
partially offset by a reduced level of profits at ARS.

TAX AGREEMENT
In January 2005, the Company reached a comprehensive agreement with the Internal
Revenue Service (IRS) regarding its examination of the Company's  federal income
taxes through the year 2002. As previously  disclosed,  the Company had not been
audited by the IRS during the period in which it  operated  as a master  limited
partnership  (1987  through  1997) or in  subsequent  years.  Consequently,  the
examination covered numerous matters,  including the tax consequences  resulting
from the Company's reincorporation in 1997, and the sale of its large Management
Services  segment in November 2001. The principal terms of the agreement were as
follows:

     1.   The agreement  affirmed the previously  identified  step-up in the tax
          basis of the Company's assets which occurred upon reincorporation. For
          income  tax  reporting  purposes,  this  step-up  is  generally  being
          amortized  and deducted  over the 15 year period  ending  December 31,
          2012.

     2.   The agreement increased taxes and interest due on the 2001 sale of the
          Company's  Management Services business.  This occurred primarily as a
          result of changes in the timing of certain items which were previously
          netted  against  the  gain and will  now be  amortized  as  additional
          deductions over the 15 year period ending December 31, 2016.

     3.   The agreement resolved all other matters in the years under review.

For  2004,  the  IRS  agreement  resulted  in a  $25  million  favorable  timing
difference in fourth quarter 2004 tax payments.  Pursuant to the agreement,  the
Company  paid taxes and  interest  (primarily  in February  2005) to the IRS and
various  states in the amount of $133 million ($113  million of increased  taxes
and $20 million of interest). Existing financial resources were utilized to fund
the  payment and the Company  does not  believe  that the payment  significantly
impaired its financial flexibility.  Also related to the agreement,  the Company
will realize an  approximate  $45 million  reduction in the 2005  estimated  tax
payments  that  would  otherwise  have  been  paid in the  second  half of 2005.
Finally,   the  agreement   resulted  in  incremental  future  tax  benefits  of
approximately $57 million,  which will be recovered on the Company's tax returns
over the 11 year period ending in 2016.

Certain  deferred  tax assets  which had  previously  not been  recorded  due to
uncertainties associated with the complexity of the matters under review and the
extended period of time  effectively  covered by the examination  were recorded.
This  resulted  in a  non-cash  reduction  in  the  Company's  2004  income  tax
provision, thereby increasing 2004 consolidated net income by approximately $159
million  ($150  million,  or $.49  per  diluted  share,  related  to  continuing
operations and $9 million,  or $.03 per diluted share,  related to  discontinued
operations).

2003 IMPAIRMENT CHARGE
In the third quarter of 2003, the Company recorded a non-cash  impairment charge
associated with the goodwill and intangible  assets at its ARS, AMS and TruGreen
LandCare business units. This charge,  which totaled $481 million pre-tax,  $383
million after-tax, and $1.30 per share, reduced the carrying value of the assets
to their  estimated  fair value of $56  million.  In  accordance  with SFAS 142,
"Goodwill and Other Intangible Assets",  goodwill and intangible assets that are
not amortized are subject to assessment  for impairment by applying a fair-value
based test on an annual basis or more  frequently  if  circumstances  indicate a
potential impairment. The Company's annual assessment date is October 1.

OPERATING AND NON-OPERATING EXPENSES
Cost of services  rendered and products sold increased four percent  compared to
the prior year and  decreased as a percentage of revenue to 67.2 percent in 2004
from  68.1  percent  in 2003.  This  decrease  reflects  a change  in the mix of
business as TruGreen ChemLawn,  Terminix,  and American Home Shield increased in
size in relationship to the overall  business of the Company.  These  businesses
generally  operate at higher gross margin  levels than the rest of the business,
but also incur relatively higher selling and  administrative  expenses.  Selling
and administrative expenses increased nine percent and increased as a percentage
of revenue to 23.7 percent  from 22.9  percent in 2003.  The increase in selling
and  administrative  expenses  primarily  reflects  the change in  business  mix
described   above,  as  well  as  an  increased  level  of  variable   incentive
compensation expense at the headquarters level and increased  investments in the
sales force, particularly at Terminix and American Home Shield.

Net interest expense  decreased $5 million from 2003,  primarily  reflecting the
favorable  impact of interest  rate swap  agreements  entered into at the end of
2003 and early  2004,  and a slightly  higher  level of  investment  income from
securities in the American Home Shield investment portfolio.  It is important to
note  that  investment  gains  are an  integral  part of the  business  model at
American Home Shield, and there will always be some market-based  variability in
the timing and amount of investment gains realized from year to year.

The  comparison of the  effective tax rate is impacted by the 2004  reduction in
the tax provision  related to the Company's  agreement  with the IRS, as well as
the impairment charge

                                       3
<PAGE>


recorded in 2003.  The effective tax rate of  continuing  operations  reflects a
benefit  of 14  percent  in 2004  and a  benefit  of one  percent  in  2003.  As
previously  discussed,  the  agreement  with the IRS  resulted in a $150 million
non-cash  reduction in the 2004 income tax provision for continuing  operations.
The impairment  charge  recorded in 2003 included a portion of goodwill that was
not deductible for tax purposes,  resulting in a tax benefit of $98 million,  or
only  approximately 20 percent of the pre-tax impairment charge of $481 million.
Excluding the impact of the 2004 IRS agreement and the 2003  impairment  charge,
the effective tax rates for continuing operations were 38 percent in 2004 and 37
percent in 2003.  The Company  expects that its effective tax rate for 2005 will
approximate 39 percent.

SEGMENT REVIEW (2004 VS. 2003)

KEY PERFORMANCE INDICATORS
As of December 31,

                                           2004           2003
                                        -----------    -----------
TRUGREEN CHEMLAWN -
   Growth in Full Program Contracts             8%             4%
   Customer Retention Rate                   62.2%          59.5%

TERMINIX -
   Growth in Pest Control Customers             7%             2%
   Pest Control Customer Retention Rate      78.1%          77.1%

   Growth in Termite Customers                  0%            -2%
   Termite Customer Retention Rate           87.9%          88.1%

AMERICAN HOME SHIELD -
   Growth in Warranty Contracts                 5%             5%
   Customer Retention Rate                   55.2%          55.1%

TRUGREEN SEGMENT
The TruGreen  segment  includes lawn care services  performed under the TruGreen
ChemLawn  brand  name and  landscape  maintenance  services  provided  under the
TruGreen  LandCare brand name.  The TruGreen  segment  reported  revenue of $1.4
billion  in 2004,  five  percent  above the prior  year.  The  segment  reported
operating  income of $171 million in 2004 compared to an operating loss of ($34)
million  in 2003.  During  the third  quarter of 2003,  the  Company  recorded a
non-cash  impairment  charge of $189 million  pre-tax,  relating to goodwill and
intangible assets of its TruGreen LandCare operations.  For a further discussion
of the impairment charge see the "Goodwill and Intangible Assets" section in the
Notes to Consolidated  Financial  Statements.  The increase in segment operating
income  reflects  the impact of the 2003  impairment  charge as well as a strong
increase in profits in the lawn care operations, a $4 million gain from the sale
of a  support  facility,  and  a  reduced  level  of  operating  losses  in  the
landscaping operations.

Revenue in the lawn care  operations  increased  eight  percent  over 2003.  The
growth in revenue was supported by an eight percent increase in customer counts,
with five  percent of that growth from  organic  sources and three  percent from
acquisitions.  The organic customer count growth reflected continued significant
improvement in customer  retention,  partially offset by a modest decline in new
sales.  The  customer  retention  improvement  of 270  basis  points in 2004 was
geographically  broad-based,  resulting  from  programs  implemented  to improve
customer  communications  and problem  resolution,  initiatives  to produce more
visible results,  focused incentive  compensation  structures at all levels, and
more favorable weather conditions. Over the last three years, the retention rate
has improved by 450 basis points,  reflecting  management's  concerted  focus on
customer satisfaction.

Management is encouraged with the progress TruGreen has made in diversifying its
marketing model,  with  telemarketing now accounting for about 60 percent of its
new sales, down from over 90 percent just a few years ago. Overall, new sales in
2004 were down less than two  percent,  reflecting  a decline  in  telemarketing
sales as a result of new restrictions,  including implementation of the National
Do Not Call  registry,  offset  by a  substantial  increase  in  sales  from new
channels  such as  neighborhood  sales  efforts and direct  mail.  In 2005,  the
Company  anticipates  that the  proportion of  non-telemarketing  sales to total
sales will continue to grow. One important  timing matter to note is that as the
Company  continues to develop these new channels,  the timing of customer  sales
will trend more heavily  toward the early part of the second  quarter versus the
historical   first  quarter   period  where   telemarketing   was  more  heavily
concentrated.

In April 2004,  TruGreen  ChemLawn  acquired the assets of  Greenspace  Services
Limited ("Greenspace"), Canada's largest professional lawn care service company.
The  Greenspace  acquisition  continues to perform above the  Company's  initial
financial expectations.

Operating   income  in  the  lawn  care  operations  grew  nine  percent,   with
approximately  three  percent of the  increase  related  to the $4 million  gain
realized  from the sale of a support  facility in the third  quarter.  Operating
income margins improved slightly,  reflecting the impact of the support facility
gain, partially offset by increased fuel and chemical costs as well as increased
variable incentive compensation costs.

Revenue in the landscape  maintenance  business was  consistent  with prior year
levels,  reflecting  stronger volume of enhancement sales (e.g., add-on services
such as seasonal flower  plantings,  mulching,  etc.) and a comparable  level of
base   contract   maintenance   revenue,   offset  by  the   effects  of  branch
consolidations  and  closures  that were  completed in late 2003 and early 2004.
Excluding the impact of branch  consolidations,  revenue  increased two percent.
The growth in enhancement  revenue  reflects the impact of focused sales efforts
and an  improving  economy.  The  level  of  operating  loss in the  landscaping
operations  improved,  reflecting  the favorable  grow-over  effects of the 2003
impairment  charge, an increased level of enhancement  sales, and an improvement
in  materials  expense.  These  items were  offset in part by a  weather-related
reduction in  high-margin  snow removal  revenue and higher  variable  incentive
compensation and fuel costs.

Although  the  Company   believes   that  TruGreen   LandCare  has   significant
opportunities for further improvement, it is encouraged by their accomplishments
in 2004 and the Company believes that the recently strengthened  management team
will  continue to show  progress in 2005 and beyond.  Key  strategic  priorities
include  continuing to strengthen the sales  organization,  increasing  customer
retention,  and improving performance at underperforming branches by focusing on
operating consistency through better process disciplines,

                                       4
<PAGE>


especially in the areas of labor management and in the pricing of new jobs.

Capital  employed in the TruGreen  segment  increased  one  percent,  reflecting
acquisitions,  offset in part by improved  working capital  management.  Capital
employed  is a non-U.S.  GAAP  measure  that is defined as the  segment's  total
assets less liabilities,  exclusive of debt balances.  The Company believes this
information  is useful to investors  in helping  them compute  return on capital
measures and  therefore  better  understand  the  performance  of the  Company's
business segments.

TERMINIX SEGMENT
The Terminix segment, which includes termite and pest control services, reported
a five percent increase in revenue to $997 million from $945 million in 2003 and
operating  income of $133 million  compared to $131 million in the prior year, a
one percent increase.

Entering 2004,  Terminix was making  significant  changes to its operating model
with  the  implementation  of a dual  service  offering  for  termites  and  the
migration in pest control from monthly to quarterly service frequency.  With the
improved  efficacy of liquid  termite  treatments,  the Company began  providing
consumers with the choice of receiving  termite services through baiting systems
or liquid  treatments.  As  previously  disclosed,  with this  enhanced  termite
offering,  the Company  anticipated and did experience a shift in the mix of its
termite customer base from bait to liquid.  While the estimated  lifetime values
of these  two  types of  offerings  are  comparable,  the  earnings  cycles  are
different with liquid  customers having less first year revenues and profits but
more  profitability  in  subsequent  years.  By  offering  consumers a choice in
treatments, Terminix was able to increase the average price realized for each of
the two treatment alternatives,  thus helping to offset the adverse,  short-term
revenue  and  profit  impacts  of the mix shift.  The mix of new  termite  sales
("termite  completions"),  which represent  about a quarter of Terminix's  total
revenue, moved from approximately 80 percent bait and 20 percent non-bait at the
end of 2003 to  approximately 45 percent bait and 55 percent non-bait at the end
of 2004. As a result, overall termite completion revenue increased only modestly
in 2004,  even though the Company  achieved  solid  double-digit  unit growth in
sales and improved  price  realization  for each  treatment  alternative  viewed
discreetly.

Termite  renewal  revenues  experienced  strong  growth,  supported  by improved
pricing.  Pest control revenue increased modestly as high single-digit growth in
customer  counts,  attributable  in part to a 100  basis  point  improvement  in
retention,  was partially offset by the unfavorable  impact to revenues from the
increased number of customers  receiving quarterly service visits versus monthly
service  visits.  The Company  believes this shift has had a positive  impact on
improving  customer  satisfaction  and has already caused and should continue to
lead to improved labor efficiencies.

Operating  income grew  modestly as the  projected  termite mix shift did have a
negative effect on first year gross profit.  Operating income was also adversely
impacted by higher  insurance,  fuel,  and bad debt costs,  as well as the costs
associated  with a  procedural  change in the  branches to ensure  that  termite
renewal reinspections occur before the actual renewal payments are due. In 2004,
the Company recorded a final  adjustment to reflect positive  trending in damage
claim costs  associated  with the Sears termite  customer base acquired  several
years ago. This resulted in an $8 million reduction in expense in 2004, compared
with a $13 million  reduction in 2003. In the fourth  quarter of 2003,  Terminix
corrected its method of recognizing  renewal revenue from certain  customers who
have prepaid. A cumulative  adjustment was recorded reducing fourth quarter 2003
revenue by $9 million and operating income by $7 million.

Capital  employed in the  Terminix  segment  increased  six  percent,  primarily
reflecting acquisitions.

AMERICAN HOME SHIELD SEGMENT
The American Home Shield  segment,  which provides home  warranties to consumers
that cover HVAC,  plumbing and other systems and  appliances,  reported an eight
percent  increase  in revenue to $487  million  from $450  million in 2003,  and
operating  income growth of 24 percent to $72 million compared to $58 million in
2003.

Renewal  sales,  which are American  Home  Shield's  largest  source of revenue,
experienced solid growth,  reflecting  management's specific programs to improve
satisfaction  and  retention.  Real estate sales,  which are the  second-largest
channel, had slight growth with volume negatively impacted by strong declines in
home  listings in high  warranty  usage states like  California  and Texas.  And
consumer sales, which are the smallest but fastest-growing channel,  experienced
very strong  double-digit  growth,  reflecting an increased level of direct-mail
solicitations.  American  Home Shield's  total new contract  sales in the fourth
quarter increased three percent,  a rate less than the full year growth rate due
in part to the relative timing of direct mail solicitations.

Operating  income  increased,  reflecting  the  effects  of  revenue  growth and
continued  very strong  controls over claim costs.  Partially  offsetting  these
factors were continuing  investments to increase market penetration and customer
retention.  In 2005, American Home Shield is planning to continue its efforts to
expand sales in less  established  real estate  markets by  expanding  its sales
force,  improving  training,  and  reducing  the span of control of sales  force
supervisors. These efforts are intended to drive a replication of the results of
high performing account executives. Management is also focusing on continuing to
improve   customer   satisfaction  and  retention   through  enhanced   customer
communications.

In the third  quarter of 2004,  American  Home  Shield  recorded  a  cumulative,
non-cash  negative  adjustment to revenue and operating  income of approximately
$5.5 million  related to the  conversion  from a  historically  manual  deferred
revenue calculation to an automated computation.  In the fourth quarter of 2003,
American Home Shield  recorded a cumulative  adjustment  of a comparable  amount
related to a correction in its method of recognizing  revenue from customers who
have prepaid.

Capital employed  increased 25 percent  reflecting a higher level of investments
due to the growth in the business and improved

                                       5
<PAGE>

market  performance.  The calculation of capital  employed for the American Home
Shield  segment  includes  approximately  $258 million and $221 million of cash,
short-term and long-term securities at December 31, 2004 and 2003, respectively.
The interest  and realized  gains/losses  on these  investments  are reported as
non-operating income/expense.

ARS/AMS SEGMENT
The ARS/AMS segment primarily provides HVAC and plumbing installation and repair
services  under  the  brand  names  of  ARS  Service  Express,   Rescue  Rooter,
(collectively "ARS Service Express") and American  Mechanical Services (AMS) for
large commercial  accounts.  The segment  reported  revenue of $691 million,  an
increase  of three  percent  compared  to $674  million in 2003.  Excluding  the
effects of branch closures in 2003,  revenue increased six percent.  The segment
reported  operating  income of $6 million  compared  with an  operating  loss of
($282) million in 2003. During the third quarter of 2003, the Company recorded a
pre-tax  non-cash  impairment  charge of $292  million  relating to goodwill and
intangible  assets of this segment.  For a further  discussion on the impairment
charge  see the  "Goodwill  and  Intangible  Assets"  section  in the  Notes  to
Consolidated  Financial  Statements.  The increase in segment  operating  income
reflects the impact of the 2003  impairment  charge and modest  profit growth at
AMS,  partially  offset by decreased  profitability  in the ARS Service  Express
operations.

Within ARS Service Express,  revenue  decreased three percent.  These operations
reported good growth in residential  construction revenue,  excluding the impact
of closed branches.  Plumbing revenue  increased  modestly as relatively  strong
improvements in sewer line repairs and light commercial  services were partially
offset  by  continued  softness  in core  residential  service  revenue.  Cooler
seasonal  temperatures  posed a  significant  challenge to the  air-conditioning
business, which experienced a decline in service revenue. HVAC replacement sales
volume  increased  modestly as the Company's  retail  initiative  and efforts to
increase  the sale of higher  priced  and more  energy  efficient  units  helped
mitigate the adverse, weather-related impact on volume.

AMS' revenue increased 16 percent, with profits showing improved momentum in the
second half of the year. The project backlog increased  substantially from prior
year-end levels. However, due to competitive industry conditions, backlog margin
percentages were below prior year and the backlog  consisted of a greater mix of
longer duration contracts.

The segment's  increase in operating  income  reflects the  favorable  grow-over
impact of the 2003 impairment charge, offset in part by higher sales, marketing,
insurance and fuel costs as well as the negative impact on ARS Service  Express'
HVAC volume from cooler seasonal temperatures.

Capital employed in the ARS/AMS segment increased two percent.

OTHER OPERATIONS SEGMENT
The Other  Operations  segment  includes the Company's  ServiceMaster  Clean and
Merry Maids  operations as well as its headquarters  functions.  Revenue in this
segment  increased  eight  percent to $164  million in 2004  compared  with $152
million in the prior year.  On a combined  basis,  the  ServiceMaster  Clean and
Merry Maids  franchise  operations  reported  revenue growth of 10 percent and a
solid increase in operating income.  ServiceMaster Clean continued to experience
strong growth in disaster restoration services. At Merry Maids, a better economy
and improved sales  processes have driven steady  increases in internal  revenue
growth in both the branch and franchise operations. The segment's operating loss
increased over the prior year,  primarily  reflecting a higher level of variable
incentive  compensation  expense at the headquarters level,  partially offset by
increased profits in the franchise operations.

Total  initial and  recurring  franchise  fees  represented  2.7 percent and 2.6
percent  of  consolidated  revenue  in 2004 and 2003,  respectively  and  direct
franchise  operating  expenses were 1.7 percent and 1.6 percent of  consolidated
operating expenses in 2004 and 2003,  respectively.  Total franchise fee profits
comprised  10.1  percent  and 10.5  percent  of  consolidated  operating  income
(without the impairment charge in 2003) before headquarter overheads in 2004 and
2003,  respectively.  The  portion of total  franchise  fee  profits  related to
initial  fees  received  from the sales of  franchises  was not  material to the
Company's consolidated financial statements for all periods.

Capital employed in the Other Operations segment increased primarily  reflecting
the deferred tax assets recorded at the conclusion of the IRS review.

DISCONTINUED OPERATIONS
During  the third  quarter of 2003,  the  Company  sold the  assets and  related
operational  obligations of Trees, Inc., the utility line clearing operations of
TruGreen LandCare.  In October 2001, the Company's Board of Directors approved a
series of strategic actions which were the culmination of an extensive portfolio
review  process.  As part of this portfolio  review,  the Company sold or exited
certain non-strategic or under-performing businesses in 2001 and 2002.

As  discussed  in  the  "Income  Taxes"  note  to  the  consolidated   financial
statements,  as a result of the Company's  comprehensive  agreement with the IRS
regarding its  examination  of the Company's  federal income taxes through 2002,
the  Company  recorded  a  non-cash  reduction  in the  2004  tax  provision  of
discontinued   operations,   thereby   increasing  net  income  of  discontinued
operations by $9 million.

The components of discontinued operations income (loss), net of income taxes are
as follows:

(In thousands)                2004           2003           2002
------------------------------------------------------------------
Income (loss) from
  discontinued
  operations                $7,170       $(2,107)         $4,531
Net loss on
  disposition                    -          (605)        (4,840)
------------------------------------------------------------------
Discontinued
  operations                $7,170       $(2,712)         $(309)
==================================================================

2003 COMPARED WITH 2002
The Company faced challenging  weather and economic  conditions and 10 year lows
in consumer confidence in the first

                                       6
<PAGE>

half of  2003.  Late  snow  and  cooler  temperatures  early in the year in many
regions  of the  country  delayed  TruGreen's  lawn care  production  season and
impeded the development of the termite swarm, negatively impacting the volume of
termite  services in  Terminix.  The Company  responded to these  challenges  by
implementing  an  aggressive  cost  reduction  program  which  resulted  in  the
elimination  of over 600  jobs,  enacting  a wage and  hiring  freeze,  reducing
significantly or eliminating incentive  compensation for senior management,  and
enforcing  tighter  management of field labor.  These  actions,  as well as more
normal weather conditions in the fourth quarter of 2003, contributed to improved
results in the second half of the year.

Revenue for 2003 was $3.6 billion,  two percent above 2002. The Company reported
a net loss from continuing  operations in 2003 of ($222) million and a loss from
discontinued  operations of ($3) million. The net loss of ($225) million in 2003
compared  with net income of $157  million in 2002.  Diluted  earnings per share
were a ($.76) loss in 2003 and $.51 in 2002.

Diluted  earnings per share from continuing  operations were a loss of ($.75) in
2003 compared with $.51 in 2002. The diluted earnings per share for 2003 include
the non-cash  goodwill and intangible assets impairment charge that is discussed
below.  This charge totaled $1.30 per diluted share,  $481 million pre-tax,  and
$383 million after-tax.  Operating income for 2003 was a loss of ($166) million,
compared with income of $335 million in 2002. The 2003 results  include the $481
million non-cash  impairment charge. The net change in operating income reflects
strong  growth at American  Home Shield and  ServiceMaster  Clean and  increased
profits in TruGreen's lawn care operations and Terminix, offset by the impact of
the  impairment  charge,   reduced   profitability  in  TruGreen's   landscaping
operations  as  well  as at  AMS.  There  was  also  increased  spending  at the
headquarters level.

In the third quarter of 2003, the Company recorded a non-cash  impairment charge
associated with the goodwill and intangible  assets of its ARS, AMS and TruGreen
LandCare  business  units of $481 million  pre-tax,  $383 million net of tax, or
$1.30 per  diluted  share.  The  pre-tax  charge  consisted  of $224  million at
American Residential  Services,  $68 million at American Mechanical Services and
$189 million at TruGreen  LandCare.  The impairment charge included a portion of
goodwill that was not deductible for tax purposes, resulting in a tax benefit of
$98 million or only approximately 20 percent of the pre-tax charge amount.

Throughout  the first half of 2003,  management  believed  that the  significant
declines in the  operating  results of these  businesses  were due to  temporary
conditions  and that the  operations,  with an  anticipated  good summer season,
would show ongoing  improvement  which would  support the amount of goodwill and
intangible  assets on the balance sheet.  The Company had discussed such events,
trends and  expectations  in its press  releases and  periodic  filings with the
Securities  and Exchange  Commission.  In the third quarter of 2003, the results
did not improve. In addition,  the Company identified certain branch closures at
ARS and announced  the sale of its utility line clearing  operations at TruGreen
LandCare.  The  lack of a good  2003  summer  season,  combined  with  declining
profitability  in the base  businesses,  led  management  to  conclude  that the
businesses  were unlikely to meet the previous  projections  which had supported
the carrying  value. A valuation was performed  during the third quarter of 2003
which  incorporated  third  quarter  2003  performance.  The  fair  value of the
reporting  units was  determined  primarily by utilizing a discounted  cash flow
methodology.  The  Company  used an  independent  valuation  firm to confirm the
Company's  assessment  of the fair value of its  reporting  units.  Based on the
evaluation, it was determined that the fair values of the ARS, AMS, and TruGreen
LandCare  reporting units were less than their carrying values.  As a result, in
the third quarter of 2003, the Company recorded a non-cash  impairment charge of
$481 million  pre-tax,  $383 million net of tax, to reduce the carrying value of
the intangible assets to $56 million, their estimated fair value.

During the fourth quarter of 2003,  the Company  recorded a reduction in revenue
and  operating  income as a result of a correction in its  historical  method of
recognizing  renewal  revenue  from certain  Terminix  and American  Home Shield
customers who have prepaid.  The effects of the adjustment  were not material to
years prior to 2003. This adjustment reduced operating and pre-tax income by $12
million,  or $.02 per diluted share in the fourth  quarter of 2003.  The Company
also recorded a favorable adjustment as a result of positive trending in termite
damage  claim costs  related to the portion of the  customer  base that had been
acquired from Sears  several years ago. This resulted in a pre-tax  reduction in
expense of $7 million in the fourth  quarter of 2003 and a total of $13 million,
or $.03 per diluted share, for the full year 2003. Combined, these items reduced
revenue for the fourth quarter of 2003 by $14 million and reduced  operating and
pre-tax income in the fourth quarter by approximately $5 million.

OPERATING AND NON-OPERATING EXPENSES
Cost of services  rendered and products sold  increased one percent  compared to
2002 and  decreased as a percentage of revenue to 68.1 percent in 2003 from 68.5
percent  in 2002.  This  decrease  reflects a change in the mix of  business  as
TruGreen  ChemLawn,  Terminix,  and  American  Home Shield  increased in size in
relationship to the overall business of the Company.  These businesses generally
operate at higher gross margin  levels than the rest of the  business,  but also
incur  somewhat  higher selling and  administrative  expenses as a percentage of
revenue.  Selling  and  administrative  expenses  increased  seven  percent  and
increased as a  percentage  of revenue to 22.9 percent in 2003 from 21.7 percent
in 2002. The increase in selling and administrative  expenses primarily reflects
the change in business mix described  above,  as well as increased  expenditures
for sales and  marketing  and  higher  technology  and  compliance  costs at the
headquarters level.

Net interest expense decreased $35 million from 2002,  reflecting the payment in
2002 of a $15 million premium to repurchase public bonds, lower interest expense
from reduced debt balances,  as well as higher investment income from securities
gains in the American Home Shield investment portfolio.

Comparability  of the  effective tax rate is impacted by the  impairment  charge
recorded  in the third  quarter of 2003 and the use of prior year net  operating
losses in 2002. The

                                       7
<PAGE>

effective tax rate of continuing  operations  reflects a one percent  benefit in
2003 and a 35 percent  provision in 2002. The impairment charge recorded in 2003
included  a  portion  of  goodwill  that was not  deductible  for tax  purposes,
resulting in a tax benefit of $98 million,  or only  approximately 20 percent of
the pre-tax impairment charge of $481 million.  Excluding the impairment charge,
the 2003 tax rate was 37 percent. The 2002 rate included a one-time benefit from
utilizing the prior year net operating losses of the ServiceMaster  Home Service
Center operations, which resulted in a reduction in the tax provision.

SEGMENT REVIEW (2003 VS. 2002)

KEY PERFORMANCE INDICATORS
As of December 31,

                                            2003           2002
                                         -----------    -----------
TRUGREEN CHEMLAWN -
   Growth in Full Program Contracts             4%             2%
   Customer Retention Rate                   59.5%          59.3%

TERMINIX -
   Growth in Pest Control Customers             2%             2%
   Pest Control Customer Retention Rate      77.1%          75.8%

   Growth in Termite Customers                 -2%             0%
   Termite Customer Retention Rate           88.1%          89.0%

AMERICAN HOME SHIELD -
   Growth in Warranty Contracts                 5%            15%
   Customer Retention Rate                   55.1%        55.0% *

* Restated to conform with the 2003 calculation

TRUGREEN SEGMENT
The TruGreen  segment  reported  revenue of $1.3  billion in 2003,  five percent
above 2002. The segment  reported an operating  loss of ($34) million,  compared
with operating income of $165 million in 2002. During the third quarter of 2003,
the  Company  recorded a non-cash  impairment  charge of $189  million  pre-tax,
relating to goodwill and intangible assets of its TruGreen LandCare  operations.
For a  further  discussion  of the  impairment  charge  see  the  "Goodwill  and
Intangible  Assets" section in the Notes to Consolidated  Financial  Statements.
The decrease in segment  operating income  primarily  reflects the impact of the
impairment charge as well as a $15 million decline in profits in the landscaping
operations, partially offset by a $5 million increase in operating income in the
lawn care operations.

Revenue in the lawn care operations increased six percent over 2002 reflecting a
four percent increase in the number of customers, which was supported by tuck-in
acquisitions,  and growth in revenue  from  commercial  accounts  and  ancillary
services.  The Company has responded to increased state and federal restrictions
on   telemarketing  by  broadening  its  marketing   approach,   with  increased
expenditures on direct mail and other advertising. A 10 percent decline in sales
through the traditional  telemarketing channel was offset by a doubling of sales
through   other   channels,    most   notably   direct   mail.   Sales   through
non-telemarketing   channels   comprised  20  percent  of  new  sales  in  2003.
Telemarketing  is a cost  effective  sales channel  relative to other  channels.
Therefore, as a result of this shift, the Company experienced an increase in its
marketing costs.

Quality of service initiatives resulted in the customer retention rate improving
20 basis points to 59.5 percent in 2003  compared to 59.3 percent in 2002.  This
improvement  followed a 160 basis point increase in retention  achieved in 2002.
Customer feedback  indicated that  cancellations due to quality issues decreased
relative to 2002, whereas those due to economic  considerations  increased.  The
Company  believed  this  trend is a result of its  increased  focus on  customer
service and problem resolution.

Operating income in the lawn care operations increased three percent compared to
2002.  Favorable  weather in the fourth  quarter  of 2003  partially  offset the
impact of poor weather in the first quarter of 2003.  Margins declined slightly,
reflecting  the higher  marketing  costs  discussed  above as well as  increased
insurance costs.

Revenue in the landscape  maintenance business increased two percent compared to
2002,  consisting of modest growth in base  contract  maintenance  volume and an
increase in first  quarter snow removal  revenue,  offset by a reduced  level of
enhancement  sales.  Enhancement  sales  activity was  depressed due to the weak
economy and increased pricing pressure from competitors. Operating income in the
landscaping operations declined in 2003, reflecting the impact of the impairment
charge  as well  as a  decreased  level  of  higher  margin  enhancement  sales,
increased  insurance and labor costs,  and  approximately  $1.5 million of costs
incurred to consolidate branch locations.

During  the third  quarter of 2003,  the  Company  sold the  assets and  related
operational  obligations  of the utility line  clearing  operations  of TruGreen
LandCare for  approximately $20 million in cash. The impact of this sale was not
material  to the  Company's  consolidated  financial  statements  for 2003.  The
results of the sold utility line  clearing  operations  have been  classified as
discontinued operations and are not included in continuing operations.

Capital  employed  in the  TruGreen  segment  decreased  16  percent,  primarily
reflecting  the impact of the  impairment  charge,  partially  offset by tuck-in
acquisitions.

TERMINIX SEGMENT
The Terminix  segment reported a two percent increase in revenue to $945 million
from $924 million in 2002 and  operating  income growth of three percent to $131
million  compared to $127 million in 2002. The growth in revenue reflects higher
revenue in both termite renewals and pest control.  Cooler temperatures  earlier
in 2003 that  impacted  many  regions of the country  significantly  impeded the
development  of the termite  swarm.  This resulted in fewer sales of new termite
contracts  and also had a dampening  effect on renewals.  Operating  performance
improved  in the second  half of 2003 as termite  revenue  stabilized,  customer
retention  rates  improved and strong cost  controls were  implemented.  Renewal
revenue increased, resulting from favorable mix and pricing. Pest control volume
increased, driven by improved customer retention and stronger commercial sales.

Operating income margins improved  slightly  compared to 2002,  reflecting lower
than expected damage claims in the acquired

                                       8
<PAGE>

Sears termite customer base,  partially  offset by incremental  costs associated
with the unit's  new branch  operating  system.  In the fourth  quarter of 2003,
Terminix  corrected  its method of  recognizing  renewal  revenue  from  certain
customers who have prepaid. A cumulative adjustment was recorded reducing fourth
quarter  2003  revenue by $9 million and  operating  income by $7  million.  The
Company also  continued to  experience  positive  trending in damage claim costs
associated  with its acquired  Sears termite  customer  base,  resulting in a $7
million reduction in expense in the fourth quarter of 2003 and a total reduction
of $13 million for the full year 2003.

Capital employed in the Terminix segment was comparable to the level in 2002.

AMERICAN HOME SHIELD SEGMENT
The American Home Shield segment  reported a six percent  increase in revenue to
$450  million  from $424  million in 2002,  and  operating  income  growth of 21
percent to $58  million  compared  to $48 million in 2002.  New  contract  sales
increased eight percent, driven by strong growth in renewal activity, reflecting
both a larger base of renewable customers and improved customer loyalty, as well
as the impact of price  increases.  Retention  rates  improved  10 basis  points
despite  increased  cancellations  from  mortgage  refinancings.  Sales from the
direct-to-consumer  channel increased modestly,  with the timing of sales coming
later in 2003 as third-party direct mail solicitations were delayed. Real estate
sales increased  slightly for 2003 as a whole, but were adversely impacted later
in the year by a decline in home listings, particularly in California and Texas,
which are two of the Company's largest warranty usage states.

In the fourth  quarter of 2003,  American  Home Shield  corrected  its method of
recognizing  revenue from  customers who have prepaid.  A $5 million  cumulative
adjustment  was  recorded,  reducing  fourth  quarter 2003 revenue and operating
income by that  amount.  Operating  margins  improved  40 basis  points due to a
reduction in the current year claims  incidence  rate and favorable  trending of
prior year claims.  American  Home Shield has been  successful  in  implementing
programs to reduce low cost  claims,  control the prices paid to its  contractor
network,  and utilize  technology  to improve  both  productivity  and  customer
convenience.

Capital employed  increased 34 percent  reflecting a higher level of investments
due to the  growth  in the  business  and  improved  market  performance  of the
investments.  The  calculation of capital  employed for the American Home Shield
segment includes approximately $221 million and $172 million of cash, short-term
and  long-term  securities  at  December  31, 2003 and 2002,  respectively.  The
interest  and  realized  gains/losses  on  these  investments  are  reported  as
non-operating income/expense.

ARS/AMS SEGMENT
The ARS/AMS segment reported revenue of $674 million,  a decrease of six percent
compared to $719  million in 2002.  The segment  reported an  operating  loss of
($282) million compared with operating income of $17 million in 2002. During the
third quarter of 2003, the Company recorded a non-cash impairment charge of $292
million  pre-tax  relating  to  goodwill  and  intangible  assets of its ARS/AMS
segment. For a further discussion on the impairment charge see the "Goodwill and
Intangible Assets" section in the Notes to Consolidated Financial Statements.

Within ARS Service  Express,  revenue in 2003 declined  five percent,  primarily
reflecting an industry-wide  reduction in plumbing service calls and the effects
of discontinued branches. HVAC replacement sales from ongoing operations were up
slightly,  despite less favorable temperatures and the weak economy. The Company
is encouraged by its progress with specific  initiatives to increase replacement
sales through  third-party  retail channels,  and to increase  residential sewer
line  repairs.  In  addition,  ARS  achieved  a 98 percent  success  rate on its
two-hour  arrival  guarantee in its HVAC service  line,  which was rolled out in
October  2003 in certain  markets.  As part of its efforts to offset the revenue
shortfalls  it has  been  experiencing  and to  improve  profitability,  ARS has
strengthened  its  management  team  and  industry  experience  at  all  levels,
emphasized  higher  margin  sales,  tightened  control over  indirect  costs and
overheads,  and sold or closed 12  under-performing  branches or service  lines.
Those  operations  had $35 million in revenue in 2002 and $20  million  prior to
their closure in 2003.  Operating profits at ARS Service Express declined due to
the  third-quarter  impairment  charge as well as a decrease of $.7 million from
operations.  These  results,  however,  include  incremental  shutdown costs and
operating losses prior to disposition of approximately $1.8 million.

AMS'  revenue  decreased  nine  percent in 2003,  reflecting  reduced  levels of
project  work  due  to  depressed  conditions  in  the  commercial  construction
industry.  The project backlog  increased  substantially by the end of 2003, but
bid pricing was very  competitive and there were longer  lead-times for projects
to start.

Capital employed in the ARS/AMS segment  declined,  reflecting the impact of the
impairment charge.

OTHER OPERATIONS SEGMENT
The Other Operations  segment reported a two percent increase in revenue to $152
million in 2003 compared with $149 million in 2002.  The combined  ServiceMaster
Clean and Merry Maids  franchise  operations  reported  revenue  growth of eight
percent in 2003,  driven  primarily by continued  excellent  results in disaster
restoration services.  The impact of the franchise operations revenue growth was
partially  offset by $6 million of licensing  fees recorded in the third quarter
of 2002 related to the Company's former Terminix United Kingdom operations.

The segment  reported an operating loss of ($40) million in 2003 compared with a
loss of ($23) million in 2002.  Continued  strong growth in operating  income of
ServiceMaster  Clean was more than  offset by higher  costs at the  headquarters
level  related to  insurance,  marketing  and  compliance,  and the effect of $6
million of  non-recurring  licensing  fee income  earned in 2002, as well as the
compensation  expense  related  to a  deferred  compensation  trust.  Accounting
standards  require that  appreciation on investments in a deferred  compensation
trust be reflected as compensation expense in computing operating income, with a
corresponding   amount  of   investment   income   included   in   non-operating
income/expense.


                                       9
<PAGE>

Total  initial  and  recurring  franchise  fees  (excluding  trade name  license
agreements)  represented  2.6 percent of  consolidated  revenue in both 2003 and
2002, respectively, and direct franchise operating expenses were 1.6 percent and
1.7 percent of consolidated  operating expenses in 2003 and 2002,  respectively.
Total  franchise fee profits  (excluding the  aforementioned  trade name license
agreements)  comprised  10.5 percent and 9.4 percent of  consolidated  operating
income (without the impairment charge for 2003) before headquarter  overheads in
2003 and 2002, respectively.  The portion of total franchise fee profits related
to initial fees received  from the sales of  franchises  was not material to the
Company's consolidated financial statements for all periods.

2004 FINANCIAL POSITION AND LIQUIDITY
CASH FLOWS FROM OPERATING ACTIVITIES
Net cash  provided  from  operating  activities  was $376  million in 2004,  $92
million more than 2003. The improvement  reflects  reduced working capital usage
of $45  million,  a $25 million  favorable  timing  difference  in tax  payments
resulting  from the agreement  with the IRS, and an increased  level of profits.
The  improvement  in working  capital  reflects a lower rate of cash outflows in
early 2004 relating to incentive  compensation  earned in 2003, combined with an
increased level of non-cash accruals for 2004 incentives, reflecting a return to
more normal  incentive  rates.  Net cash provided from operating  activities has
historically  exceeded net income.  In 2005,  the Company  expects this trend to
continue. However, the rate of growth in cash flows from operating activities is
anticipated to temporarily  subside due to the  aforementioned tax and incentive
items.

Three factors  contribute to the Company's  strength in its annual cash provided
from  operating  activities:   a  solid  earnings  base,  businesses  that  need
relatively  little  working  capital  to fund  growth in their  operations,  and
significant  annual deferred taxes.  The Company  receives a significant  annual
cash tax  benefit due to a large base of  amortizable  intangible  assets  which
exist  for  income  tax  reporting  purposes,  but  not  for  book  purposes.  A
significant portion of these assets arose in connection with the 1997 conversion
from a limited  partnership  to a  corporation.  The 2004 agreement with the IRS
affirmed the  previously  identified  step-up in the tax basis of the  Company's
assets  which  occurred  upon  reincorporation.  This basis will  continue to be
amortized and deducted over the 15 year period  ending  December 31, 2012.  This
amortization has resulted in $50 million of annual cash tax benefits.

The 2004 IRS agreement also increased taxes and interest due on the 2001 sale of
the Company's large Management  Services segment.  This occurred  primarily as a
result of changes in the timing of certain  items which were  previously  netted
against  the gain and now  will be  amortized  for tax  purposes  as  additional
deductions  over the 15 year period ending  December 31, 2016.  The Company will
now realize an incremental $7 million of annual cash tax benefit.

For  2004,  the  IRS  agreement  resulted  in a  $25  million  favorable  timing
difference in fourth quarter 2004 tax payments.  Pursuant to the agreement,  the
Company  paid taxes and  interest  (primarily  in February  2005) to the IRS and
various  states in the amount of $133 million ($113  million of increased  taxes
and $20 million of interest). Existing financial resources were utilized to fund
the  payment and the Company  does not  believe  that the payment  significantly
impaired its financial flexibility.  Also related to the agreement,  the Company
will realize an approximate $45 million  reduction in estimated tax payments for
2005  that  would  otherwise  have been paid in the  second  half of that  year.
Finally,   the  agreement   resulted  in  incremental  future  tax  benefits  of
approximately $57 million,  which will be recovered on the Company's tax returns
over the 11 year period ending in 2016.

In the ordinary course, the Company is subject to review by domestic and foreign
taxing authorities,  including the IRS. The Company has been notified by the IRS
that it intends to commence the audits of the  Company's  2003,  2004,  and 2005
fiscal years in the second quarter of 2005.

CASH FLOWS FROM INVESTING ACTIVITIES
Capital  expenditures,  which include  recurring  capital needs and  information
technology  projects,  were above prior year levels  reflecting  investments  in
information and productivity  enhancing operating systems. For 2005, the Company
expects capital expenditures to total approximately $50 million.

In 2004,  acquisitions  totaled $59 million,  compared with $38 million in 2003.
The increase in acquisitions reflects TruGreen ChemLawn's purchase of Greenspace
as well as tuck-in  acquisition  activity at Terminix and TruGreen ChemLawn.  In
2005, the Company expects to continue to expand its tuck-in  acquisition program
at both  Terminix and TruGreen  ChemLawn,  with  overall  acquisitions  slightly
higher than the 2004 level.

CASH FLOWS FROM FINANCING ACTIVITIES
Cash  dividends paid to  shareholders  in 2004 amounted to $.43 per share, a 2.4
percent  increase over 2003. This was the 34th consecutive year of annual growth
in dividends for the Company.  Cash dividends paid in 2004 totaled $125 million,
a one percent increase over 2003,  reflecting the per share increase,  partially
offset  by the  impact of share  repurchases.  In  February  2005,  the  Company
announced the  declaration of a cash dividend of $.11 per share to  shareholders
of record on February 14, 2005. This dividend was paid on February 28, 2005. The
Company expects to continue to increase its per share dividend payment although,
as  previously  disclosed,  at a rate  lower  than its  corresponding  growth in
profits.  The  timing  and  amount  of  future  dividend  increases  are  at the
discretion of the Board of Directors and will depend among other things,  on the
Company's capital structure objectives and cash requirements.

In July  2000,  the  Board  of  Directors  authorized  $350  million  for  share
repurchases.  In 2004, the Company  repurchased  $64 million of its shares at an
average price of approximately $11.70 per share. There remains approximately $81
million available for repurchases under the July 2000 authorization. The Company
anticipates  continuing its share repurchase  program in 2005 at a similar level
as 2004.  The actual  level of future share  repurchases  will depend on various
factors such as the

                                       10
<PAGE>

Company's  commitment  to maintain  investment  grade  credit  ratings and other
strategic investment opportunities.

LIQUIDITY
Cash and short and long-term  marketable  securities totaled  approximately $496
million at December 31,  2004,  with  approximately  $300 million of that amount
effectively required to support regulatory  requirements at American Home Shield
and for other  purposes.  In February 2005, the Company  utilized  approximately
$125  million of its excess cash  amount to fund the  previously  discussed  tax
payments to the IRS and various states.

Total debt at December  31,  2004 was $805  million,  approximately  $14 million
below the amount at December  31, 2003 and the lowest level since March of 1997.
Approximately  45 percent of the Company's debt matures beyond five years and 34
percent  beyond  fifteen  years.  The  Company's  next public  debt  maturity of
approximately  $138 million is in April 2005.  The Company  intends to fund this
debt payment with long-term financing under existing credit facilities. Based on
annual  projected  cash  flows,  the amount of the  borrowing  is expected to be
largely repaid by December 31, 2005.

Management  believes that funds  generated from  operating  activities and other
existing resources provide it with significant  financial flexibility which will
continue to be adequate to satisfy its ongoing working capital needs,  enable it
to pay or refinance the maturing debt, as well as meet its obligations under the
agreement with the IRS. During the second quarter of 2004, the Company  replaced
its previous $490 million credit facility with a new five-year  revolving credit
facility of $500 million  expiring in May 2009.  As of December  31,  2004,  the
Company had issued  approximately  $158  million of letters of credit under this
facility and had unused commitments of approximately  $342 million.  The Company
also has $550 million of senior unsecured debt and equity  securities  available
for issuance under an effective shelf registration  statement.  In addition, the
Company has an arrangement  enabling it to sell, on a revolving  basis,  certain
receivables  to unrelated  third party  purchasers.  The  agreement is a 364-day
facility that is renewable at the option of the purchasers. The Company may sell
up to $65  million  of its  receivables  to these  purchasers  in the future and
therefore has immediate  access to cash proceeds from these sales. The amount of
the eligible  receivables  varies  during the year based on  seasonality  of the
business and will at times limit the amount  available  to the  Company.  During
2004, there were no receivables sold to third parties under this agreement.

The Company is party to a number of debt agreements which require it to maintain
certain  financial and other  covenants,  including  limitations on indebtedness
(debt cannot exceed 3.25 times EBITDA,  as defined) and interest  coverage ratio
(EBITDA needs to exceed four times interest expense). In addition, under certain
circumstances,  the agreements may limit the Company's  ability to pay dividends
and repurchase shares of common stock.  These limitations are not expected to be
an  inhibiting  factor in the  Company's  future  dividend and share  repurchase
plans.  Failure by the Company to maintain these  covenants  could result in the
acceleration  of the maturity of the debt. At December 31, 2004,  and throughout
the year,  the Company was in  compliance  with the  covenants  and based on its
operating  outlook  for 2005  expects to be able to maintain  compliance  in the
future. The Company does not have any debt agreements that contain put rights or
provide for acceleration of maturity as a result of a change in credit rating.

The Company maintains operating lease facilities with banks totaling $68 million
which provide for the  acquisition  and  development of branch  properties to be
leased by the Company. At December 31, 2004, there was approximately $68 million
funded under these  facilities.  Approximately  $15 million of these leases have
been  included on the balance  sheet as assets with  related debt as of December
31, 2004 (the comparable balances were $20 million as of December 31, 2003). The
balance of the funded  amount is treated as operating  leases.  During the third
quarter of 2004, the Company  replaced an $80 million  operating  lease facility
that was due to expire in  October  2004 with a new  five-year  operating  lease
facility of  approximately  $53 million  expiring in September 2009. The Company
also  maintains a $15 million  operating  lease facility that expires in January
2008. The Company has guaranteed the residual value of the properties  under the
leases up to 82  percent of the fair  market  value at the  commencement  of the
lease. At December 31, 2004, the Company's  residual value guarantee  related to
the leased  assets  totaled $56 million for which the Company has  recorded  the
estimated  fair value of this  guarantee  (approximately  $1.2  million)  in the
Consolidated Statements of Financial Position.

The  majority  of the  Company's  fleet and some  equipment  is  leased  through
operating leases.  The lease terms are non-cancelable for the first twelve month
term, and then are month-to-month, cancelable at the Company's option. There are
residual value  guarantees  (ranging from 70 percent to 87 percent  depending on
the  agreement) on these  vehicles and equipment,  which  historically  have not
resulted in significant net payments to the lessors. At December 31, 2004, there
was  approximately  $260  million of residual  value  guarantee  relating to the
Company's  fleet and  equipment  leases.  The fair value of the assets under the
leases  is  expected  to fully  mitigate  the  Company's  obligations  under the
agreements.  Accordingly,  no liabilities have been recorded with respect to the
guarantees.

The following table presents the Company's contractual obligations and
commitments:

(In millions)                 Total    <1 Yr   2-3 Yrs  4-5 Yrs  >5 Yrs
-------------------------------------------------------------------------
Debt balances *                $805    $161      $75     $210    $359
Non-cancelable
 operating leases               300      79      121       65      35
Purchase
 Obligations:
   Telecommunications            49      23       26        -       -
   Supply agreements and
    other                        44      30        9        5       -
Other long-term
 liabilities: *
   Insurance claims             188      78       56       21      33
   Discontinued operations       20      10        4        2       4
   Other                         32       2        6        3      21
-------------------------------------------------------------------------
Total amount                 $1,438    $383     $297     $306    $452
=========================================================================

* These items are reported in the Consolidated Statements of Financial Position.

Not  included in the table above are  deferred  income tax  liabilities  and the
related interest payments on the Company's

                                       11
<PAGE>

long-term  debt.  Deferred  income tax  liabilities  totaled $88 million and are
discussed in the Notes to the Consolidated Financial Statements. The majority of
the Company's debt is fixed rate debt. Therefore, the Company has calculated the
expected  interest payments to be approximately  $52 million,  $47 million,  $45
million,  $42 million,  $36 million and $471 million in 2005,  2006, 2007, 2008,
2009, and 2010 and thereafter, respectively.

FINANCIAL POSITION - CONTINUING OPERATIONS
Receivables  increased  from  prior year  levels,  reflecting  general  business
growth.  Deferred  customer  acquisition  costs were  consistent with prior year
levels.  The Company  capitalizes  sales  commissions  and other direct contract
acquisition  costs relating to termite  baiting and pest  contracts,  as well as
home warranty  agreements.  These costs vary with and are directly  related to a
new sale or contract  renewal.  Property  and  equipment  increased,  reflecting
general  business  growth  as well  as  increases  related  to  information  and
productivity enhancing operating systems. The Company does not have any material
capital commitments at this time.

Deferred revenue  increased,  reflecting growth in warranty contracts written at
American Home Shield.  Accrued payroll and related expenses increased from prior
year  levels,  reflecting  an  increased  level of  accruals  for 2004  variable
compensation  as the  Company  returned  to  more  normal  levels  of  incentive
earnings. Payments related to the 2004 incentive compensation accruals were made
in the first  quarter  of 2005.  Income  taxes  payable  at  December  31,  2004
primarily  reflects  the February  2005  federal tax payment  related to the IRS
agreement.

The Company has minority investors in Terminix. This minority ownership reflects
an interest  issued to the former owners of the Allied Bruce Terminix  Companies
in  connection  with the  acquisition  of that entity.  At any time,  the former
owners may convert this equity security into eight million  ServiceMaster common
shares.  The  ServiceMaster  shares  are  included  in the  shares  used for the
calculation of diluted  earnings per share,  when their inclusion has a dilutive
impact.  Subsequent  to  December  31,  2005,  ServiceMaster  has the ability to
require  conversion of the security into ServiceMaster  common shares,  provided
the closing share price of  ServiceMaster's  common stock  averages at least $15
per share for 40 consecutive trading days.

Total  shareholders'  equity was $992  million and $817  million at December 31,
2004 and 2003,  respectively.  The increase  reflects  operating  profits in the
business as well as the non-cash reduction in the 2004 tax provision relating to
the agreement with the IRS, partially offset by cash dividend payments and share
repurchases.

Under federal tax rules,  dividends are considered taxable only when paid out of
current or  accumulated  earnings and profits as defined under federal tax laws.
As a result  of its  December  1997  reincorporation,  the  Company  only  began
generating  corporate earnings and profits for tax purposes in 1998. Since 1998,
earnings  and profits for tax purposes  have been reduced by dividend  payments,
amortization  of intangible  assets for tax  reporting,  deductions  relating to
business closures and the timing of certain other tax-related  items.  Dividends
paid during 2004 on common stock will be 68 percent  taxable as dividend  income
for federal income tax reporting  purposes.  The Company  currently expects that
approximately  80 percent of its 2005  dividends on common stock will be taxable
as dividend income, and that the taxable portion of its dividend will grow to be
fully taxable over the next few years.

FINANCIAL POSITION - DISCONTINUED OPERATIONS
The  assets  and  liabilities  related  to  discontinued  businesses  have  been
classified  in separate  captions on the  Consolidated  Statements  of Financial
Position. Assets from the discontinued operations have declined, reflecting cash
collections  on  receivables.  The  decrease in  liabilities  from  discontinued
operations  represents a non-cash  reduction in tax reserves  resulting from the
IRS agreement as well as certain payments.  The remaining  liabilities primarily
represent obligations related to long-term self-insurance claims.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The economy and its impact on discretionary consumer spending, labor wages, fuel
prices,  insurance  costs and medical  inflation  rates could be  significant to
future operating earnings.

The  Company  does  not hold or  issue  financial  instruments  for  trading  or
speculative   purposes.   The  Company  has  entered  into  specific   financial
arrangements,  primarily fuel hedges, in the normal course of business to manage
certain market risks, with a policy of matching positions and limiting the terms
of contracts to relatively short durations.  The effect of derivative  financial
instrument transactions is not material to the Company's financial statements.

In December 2003 and January 2004,  the Company  entered into interest rate swap
agreements  with a total  notional  amount of $165  million.  Under the terms of
these  agreements,  the Company  pays a floating  rate of  interest  (based on a
specified  spread over six-month  LIBOR) on the notional  amount and the Company
receives a fixed rate of interest at 7.88  percent on the notional  amount.  The
impact of these swap  transactions  was to convert $165 million of the Company's
debt from a fixed rate of 7.88 percent to a variable rate based on LIBOR.

The Company generally  maintains the majority of its debt at fixed rates.  After
considering the effect of the interest swap agreements, approximately 78 percent
of total recorded debt at December 31, 2004 was at a fixed rate.

The payments on the approximately  $68 million of funding  outstanding under the
Company's  real  estate  operating  lease  facilities  as well as its  fleet and
equipment  operating  leases  (approximately  $260  million  in  residual  value
guarantee)  are tied to  floating  interest  rates.  The  Company's  exposure to
interest  expense based on floating  rates is partially  offset by floating rate
investment income earned on cash and marketable securities. The Company believes
its overall  exposure  to  interest  rate  fluctuations  is not  material to its
overall results of operations.

The Company has several debt and lease  agreements  where the  interest  rate or
rent payable under the agreements  automatically adjusts based on changes in the
Company's credit ratings.  While the Company is not currently expecting a change
in its

                                       12
<PAGE>

credit ratings,  based on amounts outstanding at December 31, 2004, a one rating
category improvement in the Company's credit ratings would reduce annual expense
by approximately  $0.8 million. A one rating category reduction in the Company's
credit ratings would increase annual expense by approximately $0.9 million.

The following table summarizes  information  about the Company's fixed rate debt
as of December 31,  2004,  including  the  principal  cash  payments and related
weighted-average  interest rates by expected  maturity dates.  The fair value of
the  Company's  fixed rate debt was  approximately  $673 million at December 31,
2004.

                      Expected Maturity Date
                 ----------------------------------
                                                       There-
 (In millions)      2005   2006  2007   2008   2009    after  Total
-----------------------------------------------------------------------
Fixed rate debt     $160   $13   $62    $10     $21    $359   $625

Avg. rate           8.0%   6.4%  7.0%   5.8%   7.9%    7.5%   7.5%
=======================================================================

The Company's next public debt maturity of $138 million is in April 2005, and is
included in the 2005  payments in the above table.  The Company  intends to fund
this debt payment with long-term  financing  under existing  credit  facilities.
Based on annual projected cash flows, the amount of the borrowing is expected to
be largely repaid by December 31, 2005.

As  previously  discussed,  the  Company  has entered  into  interest  rate swap
agreements,  the impact of which was to convert  $165  million of the  Company's
2009 maturity debt from a fixed rate of 7.88 percent to a variable rate based on
LIBOR.  Consequently,  this debt is not  included  in the fixed  rate debt table
above.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES
The preparation of the financial  statements requires management to make certain
estimates  and  assumptions   required  under  generally   accepted   accounting
principles  which may differ from actual  results.  The more  significant  areas
requiring  the  use  of  management   estimates  relate  to  the  allowance  for
receivables,  accruals for  self-insured  retention  limits  related to medical,
workers' compensation, auto and general liability insurance claims, accruals for
home warranty claims, the possible outcomes of outstanding litigation,  accruals
for income tax  liabilities  as well as deferred tax accounts,  useful lives for
depreciation  and  amortization  expense  and  the  valuation  of  tangible  and
intangible  assets. In 2004, there have been no changes in the significant areas
that require estimates or in the  methodologies  which underlie these associated
estimates.

The allowance for receivables is developed  based on several  factors  including
overall customer credit quality,  historical  write-off  experience and specific
account  analyses that project the ultimate  collectibility  of the  outstanding
balance.  As such,  these factors may change over time causing the reserve level
to vary.

The Company  carries  insurance  policies on insurable  risks at levels which it
believes to be appropriate,  including workers'  compensation,  auto and general
liability  risks.  The Company  has  self-insured  retention  limits and insured
layers  of  excess   insurance   coverage  above  those  limits.   Accruals  for
self-insurance  losses and warranty  claims in the American Home Shield business
are made based on the Company's  claims  experience  and actuarial  projections.
Current  activity  could differ  causing a change in estimates.  The Company has
certain liabilities with respect to existing or potential claims,  lawsuits, and
other proceedings. The Company accrues for these liabilities when it is probable
that future costs will be incurred and such costs can be  reasonably  estimated.
Any resulting  adjustments,  which could be material, are recorded in the period
identified.

The Company records deferred income tax balances based on the net tax effects of
temporary  differences  between the carrying value of assets and liabilities for
financial  reporting  purposes and income tax  purposes.  There are  significant
amortizable  intangible  assets for tax  reporting  purposes  (not for financial
reporting  purposes)  which arose as a result of the  Company's  reincorporation
from partnership to corporate form in 1997. The Company records its deferred tax
items based on the estimated value of the tax basis. As discussed in the "Income
Taxes" note to the  Consolidated  Financial  Statements,  the Company  reached a
comprehensive   agreement  with  the  Internal  Revenue  Service  regarding  its
examination  of the Company's  federal  income taxes through the year 2002. As a
result of this agreement,  certain  deferred tax assets which had previously not
been  recorded,  due to  uncertainties  associated  with the  complexity  of the
matters under review and the extended period of time effectively  covered by the
examination were recorded.

The Company  adjusts tax  estimates  when  required to reflect  changes based on
factors  such as  changes  in tax laws,  results of tax  authority  reviews  and
statutory limitations.  As occurred this year when the IRS audit concluded,  the
Company reflected the changes from estimated amounts in the period that the need
for adjustment was identified.

Fixed assets,  and  intangible  assets with finite lives,  are  depreciated  and
amortized on a  straight-line  basis over their  estimated  useful lives.  These
lives  are  based on the  Company's  previous  experience  for  similar  assets,
potential market obsolescence, and other industry and business data. The Company
also periodically reviews the assets for impairment and a loss would be recorded
if and when the Company determined that the book value of the asset exceeded its
fair value. Changes in the estimated useful lives or in asset values would cause
the Company to adjust its book value or future expense accordingly.

The  Company  reviews  its  goodwill  and trade  names at least  once a year for
impairment.  An  impairment  loss  would be  recorded  if and  when the  Company
determines that the expected present value of the future cash flows deemed to be
derived from the asset is less than its  corresponding  book value. As permitted
under SFAS 142, the Company  carries forward a reporting  unit's  valuation from
the most  recent  valuation  under the  following  conditions;  the  assets  and
liabilities of the reporting unit have not changed  significantly since the most
recent fair value calculation,  the most recent fair value calculation  resulted
in an amount  that  exceeded  the  carrying  amount of the  reporting  unit by a
substantial margin, and based on the facts and circumstances of events that have
occurred since the last fair value determination,  the likelihood that a

                                       13
<PAGE>

current fair value  calculation  would result in an impairment  would be remote.
For the 2004  goodwill and trade name  impairment  review,  the Company  carried
forward the valuations for all reporting units except ARS. A valuation  analysis
performed for ARS indicated no impairment issue.

Revenue  from  lawn  care,   pest  control,   liquid  and   fumigation   termite
applications,  as well as  heating/air  conditioning  and plumbing  services are
recognized as the services are provided.  Revenue from landscaping  services are
recognized as they are earned based upon monthly  contract  arrangements or when
services  are  performed  for  non-contractual  arrangements.  Revenue  from the
Company's  commercial  installation  contracts,  primarily  relating to HVAC and
electrical  installations  are recognized on the percentage of completion method
in the ratio  that  total  incurred  costs bear to total  estimated  costs.  The
Company  eradicates  termites  through the use of baiting  stations,  as well as
through  non-baiting methods (e.g.,  fumigation or liquid  treatments).  Termite
services using baiting stations,  as well as home warranty services,  frequently
are sold through annual contracts for a one-time,  upfront payment. Direct costs
of these  contracts  (service  costs for termite  contracts  and claim costs for
warranty  contracts) are expensed as incurred.  The Company  recognizes  revenue
over the life of these  contracts in  proportion  to the expected  direct costs.
Revenue  from trade name  licensing  arrangements  is  recognized  when  earned.
Franchised  revenue  consists  principally  of  monthly  fee  revenue,  which is
recognized when the related customer level revenue is reported by the franchisee
and  collectibility  is assured.  Franchise  revenue also includes  initial fees
resulting from the sale of  franchises.  These fees are fixed and are recognized
as  revenue  when  collectibility  is  assured  and  all  material  services  or
conditions relating to the sale have been substantially performed.

Customer  acquisition costs, which are incremental and direct costs of obtaining
a customer,  are deferred and amortized over the life of the related contract in
proportion to revenue  recognized.  These costs include  sales  commissions  and
direct selling costs which can be shown to have resulted in a successful sale.

NEWLY ISSUED ACCOUNTING STATEMENTS AND POSITIONS
In December  2004,  the  Financial  Accounting  Standards  Board  (FASB)  issued
Statement of Financial  Accounting  Standards 123 (revised  2004),  "Share-Based
Payment"  (SFAS 123 (R)).  This  Statement  replaces SFAS 123,  "Accounting  for
Stock-Based  Compensation",  and supercedes APB Opinion No. 25,  "Accounting for
Stock Issued to  Employees".  SFAS 123 (R) requires that stock options and share
grants be recorded at fair value and this value is  recognized  as  compensation
expense  over the vesting  period.  The  Statement  requires  that  compensation
expense be recorded for newly issued  awards as well as the unvested  portion of
previously  issued awards that remain  outstanding  as of the effective  date of
this  Statement.  The  provisions of this  Statement  become  effective with the
Company's third quarter 2005 Consolidated  Financial Statements.  The Company is
presently  assessing the impact of this Statement,  and currently estimates that
its adoption  would reduce annual  earnings per share by  approximately  $.01 to
$.02.  This Statement  permits the restatement of periods prior to its adoption.
Upon adoption,  the Company expects to restate prior periods as if the Statement
were in effect for all periods,  resulting  in dilution  for those  periods of a
comparable amount as in 2005.


FORWARD-LOOKING STATEMENTS


THE COMPANY'S  ANNUAL REPORT CONTAINS OR  INCORPORATES  BY REFERENCE  STATEMENTS
CONCERNING   FUTURE  RESULTS  AND  OTHER  MATTERS  THAT  MAY  BE  DEEMED  TO  BE
"FORWARD-LOOKING  STATEMENTS"  WITHIN  THE  MEANING  OF THE  PRIVATE  SECURITIES
LITIGATION  REFORM ACT OF 1995. THE COMPANY  INTENDS THAT THESE  FORWARD-LOOKING
STATEMENTS,  WHICH  LOOK  FORWARD  IN TIME AND  INCLUDE  EVERYTHING  OTHER  THAN
HISTORICAL  INFORMATION,  BE  SUBJECT  TO  THE  SAFE  HARBORS  CREATED  BY  SUCH
LEGISLATION.  THE COMPANY NOTES THAT THESE  FORWARD-LOOKING  STATEMENTS  INVOLVE
RISKS AND UNCERTAINTIES  THAT COULD AFFECT ITS RESULTS OF OPERATIONS,  FINANCIAL
CONDITION  OR CASH  FLOWS.  FACTORS  THAT COULD CAUSE  ACTUAL  RESULTS TO DIFFER
MATERIALLY  FROM  THOSE  EXPRESSED  OR IMPLIED  IN A  FORWARD-LOOKING  STATEMENT
INCLUDE THE FOLLOWING (AMONG OTHERS):  WEATHER CONDITIONS THAT AFFECT THE DEMAND
FOR THE COMPANY'S SERVICES;  CHANGES IN COMPETITION IN THE MARKETS SERVED BY THE
COMPANY;  LABOR  SHORTAGES OR INCREASES IN WAGE RATES;  UNEXPECTED  INCREASES IN
OPERATING  COSTS,  SUCH  AS  HIGHER  INSURANCE  PREMIUMS,   SELF  INSURANCE  AND
HEALTHCARE CLAIM COSTS;  HIGHER FUEL PRICES;  CHANGES IN THE TYPES OR MIX OF THE
COMPANY'S  SERVICE  OFFERINGS OR PRODUCTS;  INCREASED  GOVERNMENTAL  REGULATION,
INCLUDING  TELEMARKETING;  GENERAL  ECONOMIC  CONDITIONS  IN THE UNITED  STATES,
ESPECIALLY AS THEY MAY AFFECT HOME SALES OR CONSUMER SPENDING LEVELS;  AND OTHER
FACTORS  DESCRIBED FROM TIME TO TIME IN DOCUMENTS  FILED BY THE COMPANY WITH THE
SECURITIES AND EXCHANGE COMMISSION.

                                       14
<PAGE>

<TABLE>


FIVE-YEAR FINANCIAL SUMMARY

(In thousands, except per share data)                              2004          2003          2002            2001           2000

-----------------------------------------------------------------------------------------------------------------------------------
OPERATING RESULTS:
<S>                                                          <C>           <C>           <C>             <C>            <C>
Operating revenue                                            $3,758,568    $3,568,586    $3,500,721      $3,476,811     $3,347,114
Operating income (loss) (1)                                     336,556     (166,243)       335,393        (30,400)        313,762
   PERCENTAGE OF OPERATING REVENUE                                 9.0%        (4.7%)          9.6%          (0.9%)           9.4%
Non-operating expense                                            53,464        58,394        93,152         127,527        103,733
Provision (benefit) for income taxes  (2)                      (40,965)       (2,662)        84,938          14,292         90,008
                                                           ------------------------------------------------------------------------
Income (loss) from continuing operations (2)                    324,057     (221,975)       157,303       (172,219)        120,021

Income (loss) from discontinued operations, net of
  income taxes (2)                                                7,170       (2,712)         (309)         288,603         44,821
Cumulative effect of accounting change,
  net of income taxes                                                 -             -             -               -       (11,161)
                                                           ------------------------------------------------------------------------
Net income (loss)                                              $331,227    $(224,687)      $156,994        $116,384       $153,681

Earnings (loss) per share:
   Basic                                                          $1.14       $(0.76)         $0.52           $0.39          $0.51
   Diluted: (1, 2)
      Income (loss) from continuing operations                    $1.08       $(0.75)         $0.51         $(0.58)          $0.39
      Income (loss) from discontinued operations                   0.02        (0.01)             -            0.97           0.15
      Cumulative effect of accounting change                          -             -             -               -         (0.04)
                                                           ------------------------------------------------------------------------
         Diluted earnings (loss) per share                        $1.11       $(0.76)         $0.51           $0.39          $0.50

Shares used to compute basic earnings per share                 290,514       295,610       300,383         298,659        302,487
Shares used to compute diluted earnings per share               303,568       295,610       305,912         298,659        305,518
SHARES OUTSTANDING, NET OF TREASURY SHARES                      290,524       292,868       298,253         300,531        298,474

Cash dividends per share                                          $0.43         $0.42         $0.41           $0.40          $0.38
Share price range:
   High price                                                    $13.87        $12.10        $15.50          $14.20         $14.94
   Low price                                                     $10.65         $8.95         $8.89           $9.84          $8.25

FINANCIAL POSITION:
Current assets                                                 $978,752      $890,774      $925,496      $1,126,266       $701,898
Current liabilities                                           1,027,927       818,240       839,064         805,298        675,902
Working capital                                                (49,175)        72,534        86,432         320,968         25,996
Current ratio                                                   1.0 - 1       1.1 - 1       1.1 - 1         1.4 - 1        1.0 - 1

Total assets (1)                                             $3,140,202    $2,956,426    $3,414,938      $3,621,245     $3,939,710
Total liabilities                                             2,048,667     2,039,600     2,095,929       2,311,381      2,753,226
TOTAL DEBT OUTSTANDING                                          805,088       819,271       835,475       1,155,193      1,833,556
Minority interest                                               100,000       100,309       100,309         102,677          5,933
Shareholders' equity (1, 2)                                     991,535       816,517     1,218,700       1,207,187      1,180,551

</TABLE>



(1)  In accordance with SFAS 142, the Company's  goodwill and intangible  assets
     that are not  amortized  are subject to at least an annual  assessment  for
     impairment by applying a fair-value based test. During the third quarter of
     2003, the Company  recorded a non-cash  impairment  charge  associated with
     goodwill  and  intangible  assets  at its  American  Residential  Services,
     American  Mechanical  Services and TruGreen LandCare business units of $481
     million pre-tax ($383 million  after-tax).  The impact on diluted  earnings
     per share of this  charge  was  $1.30.  See the  "Goodwill  and  Intangible
     Assets"  note in the Notes to  Consolidated  Financial  Statements.  In the
     fourth  quarter of 2001,  the  Company  recorded  a pre-tax  charge of $345
     million  ($279  million,  after-tax)  or $.94  per  diluted  share  related
     primarily to goodwill and asset impairments as well as other items.

(2)  In January 2005, the Company  announced that it had reached a comprehensive
     agreement with the Internal  Revenue  Service  regarding its examination of
     the  Company's  federal  income taxes through the year 2002. As a result of
     this  agreement,  the Company  recorded a non-cash  reduction in its fourth
     quarter and full year 2004 tax provision,  thereby increasing net income by
     approximately   $159  million.   Approximately   $150  million  related  to
     continuing  operations  ($.49 per diluted share) and $9 million  related to
     discontinued  operations  ($.03 per diluted share).  See the "Income Taxes"
     note in the Notes to the Consolidated Financial Statements.



                                       15
<PAGE>


<TABLE>

CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)

For years ended December 31,                                                                2004             2003             2002
-----------------------------------------------------------------------------------------------------------------------------------
<S>                                                                                   <C>              <C>              <C>
OPERATING REVENUE                                                                     $3,758,568       $3,568,586       $3,500,721
OPERATING COSTS AND EXPENSES:
Cost of services rendered and products sold                                            2,525,029        2,430,523        2,398,952
Selling and administrative expenses                                                      890,954          817,719          760,934
Amortization expense                                                                       6,029            5,917            7,442
Charge (credit) for impaired assets and other items (1)                                        -          480,670          (2,000)
-----------------------------------------------------------------------------------------------------------------------------------
Total operating costs and expenses                                                     3,422,012        3,734,829        3,165,328
-----------------------------------------------------------------------------------------------------------------------------------

OPERATING INCOME (LOSS)                                                                  336,556        (166,243)          335,393

NON-OPERATING EXPENSE (INCOME)
Interest expense                                                                          60,708           65,255           92,901
Interest and investment income                                                          (15,469)         (15,012)          (6,431)
Minority interest and other expense, net                                                   8,225            8,151            6,682
-----------------------------------------------------------------------------------------------------------------------------------

INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE INCOME TAXES                             283,092        (224,637)          242,241
Provision (benefit) for income taxes (2)                                                (40,965)          (2,662)           84,938
-----------------------------------------------------------------------------------------------------------------------------------

INCOME (LOSS) FROM CONTINUING OPERATIONS (2)                                             324,057        (221,975)          157,303
Income (loss) from discontinued operations, net of income taxes (2)                        7,170          (2,712)            (309)
-----------------------------------------------------------------------------------------------------------------------------------
NET INCOME (LOSS)                                                                       $331,227       $(224,687)         $156,994
===================================================================================================================================

BASIC EARNINGS (LOSS) PER SHARE:
Income (loss) from continuing operations                                                   $1.12          $(0.75)            $0.52
Income (loss) from discontinued operations                                                  0.02           (0.01)                -
-----------------------------------------------------------------------------------------------------------------------------------
BASIC EARNINGS (LOSS) PER SHARE                                                            $1.14          $(0.76)            $0.52
===================================================================================================================================

DILUTED EARNINGS (LOSS) PER SHARE:(1, 2)
Income (loss) from continuing operations                                                   $1.08          $(0.75)            $0.51
Income (loss) from discontinued operations                                                  0.02           (0.01)                -
-----------------------------------------------------------------------------------------------------------------------------------
DILUTED EARNINGS (LOSS) PER SHARE                                                          $1.11          $(0.76)            $0.51
===================================================================================================================================
</TABLE>


(1)  In accordance with SFAS 142, the Company's  goodwill and intangible  assets
     that are not  amortized  are subject to at least an annual  assessment  for
     impairment by applying a fair-value based test. During the third quarter of
     2003, the Company  recorded a non-cash  impairment  charge  associated with
     goodwill  and  intangible  assets  at its  American  Residential  Services,
     American  Mechanical  Services and TruGreen LandCare business units of $481
     million pre-tax ($383 million  after-tax).  The impact on diluted  earnings
     per share of this  charge  was  $1.30.  See the  "Goodwill  and  Intangible
     Assets" note in the Notes to Consolidated Financial Statements.

(2)  In January 2005, the Company  announced that it had reached a comprehensive
     agreement with the Internal  Revenue  Service  regarding its examination of
     the  Company's  federal  income taxes through the year 2002. As a result of
     this  agreement,  the Company  recorded a non-cash  reduction in its fourth
     quarter and full year 2004 tax provision,  thereby increasing net income by
     approximately   $159  million.   Approximately   $150  million  related  to
     continuing  operations  ($.49 per diluted share) and $9 million  related to
     discontinued  operations  ($.03 per diluted share).  See the "Income Taxes"
     note in the Notes to the Consolidated Financial Statements.


     See accompanying Notes to the Consolidated Financial Statements.



                                       16
<PAGE>
<TABLE>


CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
(In thousands, except per share data)
As of December 31,                                                                                           2004             2003
-----------------------------------------------------------------------------------------------------------------------------------
ASSETS:

CURRENT ASSETS:
<S>                                                                                                      <C>              <C>
Cash and cash equivalents                                                                                $256,626         $228,161
Marketable securities                                                                                     103,681           90,540
Receivables, less allowances of $25,183 and $26,220, respectively                                         369,026          333,834
Inventories                                                                                                66,657           70,163
Prepaid expenses and other assets                                                                          27,456           33,408
Deferred customer acquisition costs                                                                        41,574           41,806
Deferred taxes and income taxes receivable                                                                108,780           87,589
Assets of discontinued operations                                                                           4,952            5,273
-----------------------------------------------------------------------------------------------------------------------------------
Total Current Assets                                                                                      978,752          890,774
-----------------------------------------------------------------------------------------------------------------------------------
PROPERTY AND EQUIPMENT:
At cost                                                                                                   405,655          387,569
Less:  accumulated depreciation                                                                         (218,838)        (208,054)
-----------------------------------------------------------------------------------------------------------------------------------
Net Property and Equipment                                                                                186,817          179,515
-----------------------------------------------------------------------------------------------------------------------------------

OTHER ASSETS:
Goodwill                                                                                                1,568,044        1,516,206
Intangible assets, primarily trade names, net                                                             220,780          216,453
Notes receivable                                                                                           35,411           46,441
Long-term marketable securities                                                                           135,824           92,562
Other assets                                                                                               14,574           14,475
-----------------------------------------------------------------------------------------------------------------------------------
   TOTAL ASSETS                                                                                        $3,140,202       $2,956,426
===================================================================================================================================

LIABILITIES AND SHAREHOLDERS' EQUITY:

CURRENT LIABILITIES:
Accounts payable                                                                                          $76,053          $86,963
Accrued liabilities:
   Payroll and related expenses                                                                           113,366           89,427
   Self-insured claims and related expenses                                                                86,554           73,320
   Income taxes payable                                                                                   152,841                -
   Other                                                                                                  111,092          100,454
Deferred revenue                                                                                          443,238          419,915
Liabilities of discontinued operations                                                                     21,536           14,380
Current portion of long-term debt                                                                          23,247           33,781
-----------------------------------------------------------------------------------------------------------------------------------
Total Current Liabilities                                                                               1,027,927          818,240
-----------------------------------------------------------------------------------------------------------------------------------

LONG-TERM DEBT                                                                                            781,841          785,490

LONG-TERM LIABILITIES:
   Deferred taxes                                                                                          88,100          276,000
   Liabilities of discontinued operations                                                                   9,057           34,396
   Other long-term obligations                                                                            141,742          125,474
-----------------------------------------------------------------------------------------------------------------------------------
   Total Long-Term Liabilities                                                                            238,899          435,870
-----------------------------------------------------------------------------------------------------------------------------------

MINORITY INTEREST                                                                                         100,000          100,309

COMMITMENTS AND CONTINGENCIES (See Note)

SHAREHOLDERS' EQUITY:
Common stock $0.01 par value, authorized 1,000,000 shares; issued
   318,559 and 317,315, respectively                                                                        3,186            3,173
Additional paid-in capital                                                                              1,083,057        1,061,640
Retained earnings                                                                                         212,116            6,365
Accumulated other comprehensive income                                                                     10,804            7,932
Restricted stock                                                                                         (12,857)          (4,368)
Treasury stock                                                                                          (304,771)        (258,225)
-----------------------------------------------------------------------------------------------------------------------------------
   Total Shareholders' Equity                                                                             991,535          816,517
-----------------------------------------------------------------------------------------------------------------------------------
   TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                                                          $3,140,202       $2,956,426
===================================================================================================================================
</TABLE>


See accompanying Notes to the Consolidated Financial Statements

                                       17
<PAGE>


CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
(In thousands)
<TABLE>

                                                         Additional                Accumulated
                                               Common      Paid-in      Retained   Comprehensive Restricted    Treasury     Total
                                               Stock       Capital      Earnings      Income        Stock        Stock      Equity
                                                                                      (Loss)
====================================================================================================================================
<S>                                             <C>       <C>           <C>           <C>           <C>      <C>         <C>
BALANCE DECEMBER 31, 2001                       $3,145    $1,039,228    $322,103      $(2,496)      $(581)   $(154,212)  $1,207,187
====================================================================================================================================
Net income 2002                                                          156,994                                            156,994
Other comprehensive income, net of tax:
  Net unrealized (loss) on securities,
    net of reclassification adjustment (1)                                             (3,869)                              (3,869)
  Foreign currency translation                                                           5,516                                5,516
------------------------------------------------------------------------------------------------------------------------------------
Total comprehensive income                                               156,994         1,647                              158,641

Shareholders' dividends                                                (123,204)                                          (123,204)
Shares issued under options, grant plans,
  and other (2,706 shares)                          15        15,044                               (1,407)       14,482      28,134
Treasury shares purchased (4,985 shares)                                                                       (52,058)    (52,058)
====================================================================================================================================
BALANCE DECEMBER 31, 2002                       $3,160    $1,054,272    $355,893        $(849)    $(1,988)   $(191,788)  $1,218,700
====================================================================================================================================
Net loss 2003                                                          (224,687)                                          (224,687)
Other comprehensive income, net of tax:
  Net unrealized gain on securities,
    net of reclassification adjustment (1)                                               7,022                                7,022
  Foreign currency translation                                                           1,759                                1,759
------------------------------------------------------------------------------------------------------------------------------------
Total comprehensive income (loss)                                      (224,687)         8,781                            (215,906)

Shareholders' dividends                                                (124,841)                                          (124,841)
Shares issued under options, grant plans,
  and other (2,700 shares)                          13         7,368                               (2,380)       19,144      24,145
Treasury shares purchased (8,084 shares)                                                                       (85,581)    (85,581)
====================================================================================================================================
BALANCE DECEMBER 31, 2003                       $3,173    $1,061,640      $6,365        $7,932    $(4,368)   $(258,225)    $816,517
====================================================================================================================================
Net income 2004                                                          331,227                                            331,227
Other comprehensive income, net of tax:
  Net unrealized gain on securities,
    net of reclassification adjustment (1)                                                 826                                  826
  Foreign currency translation                                                           2,046                                2,046
------------------------------------------------------------------------------------------------------------------------------------
Total comprehensive income                                               331,227         2,872                              334,099

Shareholders' dividends                                                (125,476)                                          (125,476)
Shares issued under options, grant plans,
  and other (2,711 shares)                          13        21,273                               (8,489)       13,937      26,734
Treasury shares purchased (5,353 shares)                                                                       (63,814)    (63,814)
Shares issued for acquisitions (297 shares)                      144                                              3,331       3,475
====================================================================================================================================
BALANCE DECEMBER 31, 2004                       $3,186    $1,083,057    $212,116       $10,804   $(12,857)   $(304,771)    $991,535
====================================================================================================================================

</TABLE>


<TABLE>



 (1) Disclosure of reclassification amounts (net of tax) relating to
comprehensive income:
                                                                                                    2004         2003        2002
====================================================================================================================================
<S>                                                                                                <C>           <C>       <C>
Unrealized holding gains (losses) arising in period                                                $ 4,647       $9,335    $(4,745)
Less:  (Gains) losses realized                                                                     (3,821)      (2,313)         876
------------------------------------------------------------------------------------------------------------------------------------
Net unrealized gains (losses) on securities                                                          $ 826       $7,022    $(3,869)
====================================================================================================================================
</TABLE>

See accompanying Notes to the Consolidated Financial Statements.



                                       18
<PAGE>


<TABLE>

CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
For years ended December 31,                                                             2004             2003             2002
-----------------------------------------------------------------------------------------------------------------------------------
<S>                                                                                     <C>              <C>              <C>
CASH AND CASH EQUIVALENTS AT JANUARY 1                                                  $228,161         $227,177         $402,642
CASH FLOWS FROM OPERATING ACTIVITIES:
NET INCOME (LOSS)                                                                        331,227        (224,687)          156,994
   Adjustments to reconcile net income (loss) to net cash
     provided from operating activities:
   (Income) loss from discontinued operations                                            (7,170)            2,712              309
   Non-cash reduction in continuing operations tax expense                             (149,722)                -                -
   Non-cash charge (credit) for impaired assets and other items, net of tax                    -          383,152          (1,200)
   Depreciation expense                                                                   49,596           49,861           48,866
   Amortization expense                                                                    6,029            5,917            7,442
   Deferred income tax expense                                                            91,639           65,256           65,799

Change in working capital, net of acquisitions:
   Receivables                                                                          (20,922)         (17,640)           14,408
   Inventories and other current assets                                                    6,962            5,946          (7,694)
   Accounts payable                                                                      (5,009)          (4,168)          (4,233)
   Deferred revenue                                                                       15,178           22,773           49,849
   Accrued liabilities                                                                    48,862          (6,884)           33,699
   Other, net                                                                              9,215            1,300            9,952
-----------------------------------------------------------------------------------------------------------------------------------
NET CASH PROVIDED FROM OPERATING ACTIVITIES                                              375,885          283,538          374,191
-----------------------------------------------------------------------------------------------------------------------------------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Property additions                                                                   (53,062)         (39,243)         (60,113)
   Sale of equipment and other assets                                                      7,395           11,090            4,565
   Business acquisitions, net of cash acquired                                          (40,184)         (28,875)         (13,003)
   Proceeds from business sales                                                                -           21,106           30,500
   Notes receivable, financial investments and securities                               (45,580)         (23,499)          (2,117)
-----------------------------------------------------------------------------------------------------------------------------------
NET CASH USED FOR INVESTING ACTIVITIES                                                 (131,431)         (59,421)         (40,168)
-----------------------------------------------------------------------------------------------------------------------------------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Net payments of debt                                                                 (37,042)         (31,216)        (345,142)
   Shareholders' dividends                                                             (125,476)        (124,841)        (123,204)
   Purchase of ServiceMaster stock                                                      (63,085)         (85,581)         (52,058)
   Other, net                                                                             16,631           16,330           19,140
-----------------------------------------------------------------------------------------------------------------------------------
NET CASH USED FOR FINANCING ACTIVITIES                                                 (208,972)        (225,308)        (501,264)
-----------------------------------------------------------------------------------------------------------------------------------
NET CASH PROVIDED FROM (USED FOR) DISCONTINUED OPERATIONS                                (7,017)            2,175          (8,224)
-----------------------------------------------------------------------------------------------------------------------------------
CASH INCREASE (DECREASE) DURING THE YEAR                                                  28,465              984        (175,465)
-----------------------------------------------------------------------------------------------------------------------------------
CASH AND CASH EQUIVALENTS AT DECEMBER 31                                                $256,626         $228,161         $227,177
===================================================================================================================================
</TABLE>

See accompanying Notes to the Consolidated Financial Statements.


                                       19
<PAGE>


SIGNIFICANT ACCOUNTING POLICIES
SUMMARY:   The  consolidated   financial  statements  include  the  accounts  of
ServiceMaster and its majority-owned  subsidiary  partnerships and corporations,
collectively referred to as the Company.  Intercompany transactions and balances
have been eliminated.

The preparation of the consolidated  financial statements requires management to
make  certain  estimates  and  assumptions  required  under  generally  accepted
accounting  principles  ("GAAP") which may differ from actual results.  The more
significant  areas  requiring  the use of  management  estimates  relate  to the
allowance for receivables, accruals for self-insured retention limits related to
medical,  workers'  compensation,  auto and general liability  insurance claims,
accruals  for  home  warranty  claims,  the  possible  outcomes  of  outstanding
litigation,  accruals  for  income  tax  liabilities  as  well as  deferred  tax
accounts,  useful  lives for  depreciation  and  amortization  expense,  and the
valuation of tangible and intangible assets. In 2004, there have been no changes
in the significant areas that require  estimates or in the  methodologies  which
underlie these associated estimates.

The allowance for receivables is developed  based on several  factors  including
overall customer credit quality,  historical  write-off  experience and specific
account  analyses that project the ultimate  collectibility  of the  outstanding
balances.  As such, these factors may change over time causing the reserve level
to vary.

The Company  carries  insurance  policies on insurable  risks at levels which it
believes to be appropriate,  including workers'  compensation,  auto and general
liability  risks.  The Company  has  self-insured  retention  limits and insured
layers  of  excess   insurance   coverage  above  those  limits.   Accruals  for
self-insurance  losses and warranty  claims in the American Home Shield business
are made based on the Company's  claims  experience  and actuarial  projections.
Current  activity  could differ  causing a change in estimates.  The Company has
certain liabilities with respect to existing or potential claims,  lawsuits, and
other proceedings. The Company accrues for these liabilities when it is probable
that future costs will be incurred and such costs can be  reasonably  estimated.
Any resulting  adjustments,  which could be material, are recorded in the period
identified.

The Company records deferred income tax balances based on the net tax effects of
temporary  differences  between the carrying value of assets and liabilities for
financial  reporting  purposes and income tax  purposes.  There are  significant
amortizable  intangible  assets for tax  reporting  purposes  (not for financial
reporting  purposes)  which arose as a result of the  Company's  reincorporation
from partnership to corporate form in 1997. The Company records its deferred tax
items based on the estimated value of the tax basis. As discussed in the "Income
Taxes" note to the  Consolidated  Financial  Statements,  the Company  reached a
comprehensive  agreement with the Internal  Revenue  Service (IRS) regarding its
examination  of the Company's  federal  income taxes through the year 2002. As a
result of this agreement,  certain  deferred tax assets which had previously not
been  recorded,  due to  uncertainties  associated  with the  complexity  of the
matters under review and the extended period of time effectively  covered by the
examination were recorded.

The Company  adjusts tax  estimates  when  required to reflect  changes based on
factors  such as  changes  in tax laws,  results of tax  authority  reviews  and
statutory limitations.  As occurred this year when the IRS audit concluded,  the
Company  reflected the changes from previously  estimated  amounts in the period
that the need for adjustment was identified.

Fixed  assets and  intangible  assets  with  finite  lives are  depreciated  and
amortized on a  straight-line  basis over their  estimated  useful lives.  These
lives are based on the Company's  previous  experience for similar  assets,  the
potential  for market  obsolescence  and other  industry and business  data.  An
impairment  loss would be  recognized if and when the  undiscounted  future cash
flows derived from the asset are less than its carrying  amount.  Changes in the
estimated  useful lives or in the asset values could cause the Company to adjust
its book value or future expense accordingly.

The  Company  does not  amortize  its  goodwill or  indefinite-lived  intangible
assets.  The Company  tests these  assets for  impairment,  at a minimum,  on an
annual basis by applying a fair-value  based test. An  impairment  loss would be
recorded if and when the Company  determines that the expected  present value of
the future cash flows is less than the book value.  As permitted under SFAS 142,
the Company  carries forward a reporting  unit's  valuation from the most recent
valuation  under the following  conditions;  the assets and  liabilities  of the
reporting unit have not changed  significantly  since the most recent fair value
calculation,  the most recent fair value calculation  resulted in an amount that
exceeded the carrying amount of the reporting unit by a substantial  margin, and
based on the facts and circumstances of events that have occurred since the last
fair value  determination,  the likelihood that a current fair value calculation
would result in an impairment would be remote.

REVENUE:  Revenue from lawn care,  pest control,  liquid and fumigation  termite
applications,  as well as  heating/air  conditioning  and plumbing  services are
recognized as the services are provided.  Revenue from landscaping  services are
recognized as they are earned based upon monthly  contract  arrangements or when
services  are  performed  for  non-contractual  arrangements.  Revenue  from the
Company's  commercial  installation  contracts,  primarily  relating to HVAC and
electrical  installations  are  recognized  using the  percentage  of completion
method in the ratio that total incurred costs bear to total estimated costs. The
Company  eradicates  termites  through the use of baiting  stations,  as well as
through  non-baiting methods (e.g.,  fumigation or liquid  treatments).  Termite
services using baiting stations as well as home warranty services frequently are
sold through annual contracts for a one-time,  upfront payment.  Direct costs of
these  contracts  (service  costs for  termite  contracts  and  claim  costs for
warranty  contracts) are expensed as incurred.  The Company  recognizes  revenue
over the life of these  contracts in  proportion  to the expected  direct costs.
Revenue  from trade name  licensing  arrangements  is  recognized  when  earned.
Franchised revenue (which in the aggregate represents less than three percent of
consolidated revenue) consists principally of continuing

                                       20
<PAGE>

monthly fees based upon the  franchisee's  customer level  revenue.  Monthly fee
revenue is recognized when the related customer level revenue is reported by the
franchisee  and  collectibility  is assured.  Franchise  revenue  also  includes
initial fees  resulting  from the sale of a franchise.  These fees are fixed and
are  recognized  as revenue  when  collectibility  is assured  and all  material
services or conditions  relating to the sale have been substantially  performed.
Total franchise fee profits  (excluding  trade name  licensing)  comprised 10.1,
10.5 and 9.4 percent of  consolidated  operating  income (without the impairment
charge  in  2003)  before   headquarter   overheads  in  2004,  2003  and  2002,
respectively.

The Company had $443  million and $420  million of deferred  revenue at December
31, 2004 and 2003,  respectively,  which consist  primarily of payments received
for annual contracts  relating to home warranty,  termite baiting,  pest control
and lawn care services. The revenue related to these services is recognized over
the contractual period as the direct costs emerge, such as when the services are
performed or claims are incurred.

DEFERRED CUSTOMER  ACQUISITION  COSTS:  Customer  acquisition  costs,  which are
incremental and direct costs of obtaining a customer, are deferred and amortized
over the life of the related contract in proportion to revenue recognized. These
costs include sales  commissions  and direct selling costs which can be shown to
have resulted in a successful sale.

INTERIM  REPORTING:   TruGreen  ChemLawn  has  significant  seasonality  in  its
business.  In the winter and early spring,  this business sells a series of lawn
applications to customers which are rendered primarily in March through October.
This business incurs  incremental  selling expenses at the beginning of the year
that directly  relate to successful  sales for which the revenues are recognized
in  later  quarters.  TruGreen  ChemLawn  also  defers,  on  an  interim  basis,
pre-season  advertising costs and annual repairs and maintenance procedures that
are performed in the first  quarter.  These costs are deferred and recognized in
proportion  to the contract  revenue  over the  production  season,  and are not
deferred beyond the calendar  year-end.  Other business  segments of the Company
also defer, on an interim basis,  advertising  costs incurred early in the year.
These costs are deferred and recognized  approximately  in proportion to revenue
over the balance of the year, and are not deferred beyond the calendar year-end.

ADVERTISING:  As  discussed  in the  "Interim  Reporting"  note  above,  certain
pre-season  advertising  costs are  deferred  and  recognized  approximately  in
proportion  to the contract  revenue over the year.  Certain  other  advertising
costs are expensed  when the  advertising  occurs.  The cost of  direct-response
advertising at Terminix is capitalized and amortized over its expected period of
future  benefits.   This  direct-response   advertising  consists  primarily  of
direct-mail promotions, for which the cost is capitalized and amortized over the
one-year customer contract life.

INVENTORY VALUATION: Inventories are valued at the lower of cost (primarily on a
weighted  average  cost basis) or market.  The  inventory  primarily  represents
finished goods to be used on the customers' premises or sold to franchisees.

PROPERTY AND EQUIPMENT,  INTANGIBLE ASSETS AND GOODWILL: Buildings and equipment
used in the business  are stated at cost and  depreciated  over their  estimated
useful lives using the straight-line  method for financial  reporting  purposes.
The  estimated  useful lives for building and  improvements  range from 10 to 40
years,  while the estimated  useful lives for  equipment  range from three to 10
years. Leasehold improvements relating to leased facilities are depreciated over
the remaining  life of the lease.  Technology  equipment as well as software and
development  have an estimated  useful life of three to seven years.  Intangible
assets consist primarily of goodwill ($1.6 billion),  trade names ($205 million)
and other intangible assets ($16 million).

As required by SFAS 142,  goodwill is not subject to amortization and intangible
assets with  indefinite  useful lives are not amortized until their useful lives
are determined to no longer be indefinite.  Goodwill and intangible  assets that
are not subject to  amortization  are subject to an assessment for impairment by
applying  a  fair-value  based  test on an annual  basis or more  frequently  if
circumstances indicate a potential impairment.  As permitted under SFAS 142, the
Company  carries  forward a  reporting  unit's  valuation  from the most  recent
valuation  under the following  conditions;  the assets and  liabilities  of the
reporting unit have not changed  significantly  since the most recent fair value
calculation,  the most recent fair value calculation  resulted in an amount that
exceeded the carrying amount of the reporting unit by a substantial  margin, and
based on the facts and circumstances of events that have occurred since the last
fair value  determination,  the likelihood that a current fair value calculation
would result in an impairment  would be remote.  For the 2004 goodwill and trade
name  impairment  review,  the Company  carried  forward the  valuations for all
reporting units except ARS. A valuation  analysis performed for ARS indicated no
impairment  issue. As discussed in the "Goodwill and Intangible  Assets" note to
the  Consolidated  Financial  Statements,  during the third  quarter of 2003 the
Company recorded a pre-tax,  non-cash impairment charge of $481 million relating
to TruGreen LandCare, ARS and AMS.

As required by SFAS 144 "Accounting for the Impairment or Disposal of Long-Lived
Assets", the Company's long-lived assets,  including fixed assets and intangible
assets (other than goodwill),  are tested for recoverability  whenever events or
changes  in  circumstances  indicate  that  their  carrying  amounts  may not be
recoverable.  Based on these reviews,  when the  undiscounted  future cash flows
derived from using the asset are less than the carrying  amount of the asset, an
impairment loss is recognized  based on the asset's fair value, and the carrying
amount of the asset is reduced accordingly.

FAIR VALUE OF FINANCIAL  INSTRUMENTS  AND CREDIT RISK:  The carrying  amounts of
receivables,  accounts payable,  and accrued liabilities  approximate fair value
because of the short  maturity of these  instruments.  The  carrying  amounts of
long-term receivables approximate fair value as the effective interest rates for
these  instruments  are  comparable  to market rates at  year-end.  The carrying
amount of current and long-term  marketable  securities  also  approximate  fair
value,  with unrealized  gains and losses reported  net-of-tax as a component of
accumulated

                                       21
<PAGE>

comprehensive  income (loss).  The carrying amount of total debt is $805 million
and $819 million and the estimated fair value is approximately  $875 million and
$882 million at December 31, 2004 and 2003,  respectively.  The  estimated  fair
value of debt is based upon borrowing rates  currently  available to the Company
for long-term borrowings with similar terms and maturities.

The  Company  does  not hold or  issue  financial  instruments  for  trading  or
speculative   purposes.   The  Company  has  entered  into  specific   financial
arrangements  in the normal course of business to manage  certain  market risks,
with a policy of matching  positions  and  limiting  the terms of  contracts  to
relatively  short  durations.  The  effect of  derivative  financial  instrument
transactions is not material to the Company's consolidated financial statements.

In accordance with SFAS 133  "Accounting for Derivative  Instruments and Hedging
Activities",  the Company's interest rate swap agreements are classified as fair
value  hedges and,  as such,  gains and losses on the swaps as well as the gains
and losses on the related hedged items are recognized in current earnings.

Financial  instruments,  which potentially  subject the Company to financial and
credit risk,  consist  principally of investments and  receivables.  Investments
consist  primarily of publicly  traded debt and common  equity  securities.  The
Company  periodically  reviews its portfolio of investments to determine whether
there has been an other than temporary  decline in the value of the  investments
from factors such as deterioration  in the financial  condition of the issuer or
the market(s) in which it competes.  Receivables  have little  concentration  of
credit risk due to the large number of customers with relatively  small balances
and their  dispersion  across  geographical  areas.  The  Company  maintains  an
allowance for losses based upon the expected collectibility of receivables.

INCOME TAXES: The Company accounts for income taxes under SFAS 109,  "Accounting
for Income Taxes." This  Statement uses an asset and liability  approach for the
expected  future tax  consequences  of events that have been  recognized  in the
Company's  financial  statements  or tax  returns.  Deferred  income  taxes  are
provided  to  reflect  the  differences  between  the tax  bases of  assets  and
liabilities and their reported amounts in the financial statements.

EARNINGS PER SHARE:  Basic  earnings per share is based on the  weighted-average
number of common shares outstanding during the year. The weighted average number
of common shares used in the diluted earnings per share calculation  include the
incremental  effect  related to  outstanding  options  whose  market price is in
excess of the  exercise  price,  as well as shares  potentially  issuable  under
convertible  securities.  In computing diluted earnings per share, the after-tax
interest  expense related to convertible  securities is added back to net income
in the numerator, while the number of shares used in the denominator include the
shares issuable upon  conversion of the securities.  Due to the fact that losses
from continuing  operations were incurred in 2003, diluted shares do not include
the  effects  of  options,  because  doing so would  result  in a less  dilutive
computation.  Shares potentially issuable under convertible  securities have not
been considered  outstanding in the diluted  earnings per share  computation for
2003 and 2002 as their inclusion would result in a less dilutive computation.

STOCK-BASED COMPENSATION: Beginning in 2003, the Company has been accounting for
employee  stock options as  compensation  expense in  accordance  with SFAS 123,
"Accounting for Stock-Based Compensation." SFAS 148, "Accounting for Stock-Based
Compensation  - Transition  and  Disclosure,  an amendment of FASB Statement No.
123",  provides  alternative  methods of  transitioning  to the fair-value based
method of accounting for employee  stock options as  compensation  expense.  The
Company is using the "prospective  method" of SFAS 148 and is expensing the fair
value of new employee option grants awarded subsequent to 2002.

Prior to 2003,  the Company had accounted  for employee  share options under the
intrinsic  method of Accounting  Principles Board Opinion 25, as permitted under
GAAP.  Compensation expense determined under the fair-value based method of SFAS
123  relating  to newly  issued  awards as well as the  unvested  portion of the
previously issued awards would have resulted in proforma reported net income and
net earnings per share as follows:
<TABLE>

(In thousands, except per share data)            2004        2003      2002
=============================================================================
<S>                                           <C>       <C>         <C>
Net income (loss) as reported                 $331,227  $(224,687)  $156,994
  Add back:  Stock-based
  compensation expense included in
  reported net income, net of related
  tax effects                                    1,729         609         -

  Deduct:  Stock-based
  compensation expense determined
  under fair-value method, net
  of related tax effects                       (6,346)     (6,179)   (7,576)
-----------------------------------------------------------------------------

Proforma net income (loss)                   $326,610  $(230,257)  $149,418


Basic Earnings Per Share:
  As reported                                   $1.14     $(0.76)     $0.52
  Proforma                                       1.12      (0.78)      0.50

Diluted Earnings Per Share:
  As reported                                   $1.11     $(0.76)     $0.51
  Proforma                                       1.09      (0.78)      0.49
=============================================================================
</TABLE>

SEE THE "SHAREHOLDERS' EQUITY" NOTE TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR
A  DESCRIPTION  OF THE  ASSUMPTIONS  USED  TO  COMPUTE  THE  ABOVE  STOCK  BASED
COMPENSATION EXPENSE.

NEWLY ISSUED  ACCOUNTING  STATEMENTS AND  POSITIONS:  In December 2004, the FASB
issued SFAS 123  (revised  2004),  "Share-Based  Payment"  (SFAS  123(R)).  This
Statement  replaces SFAS 123,  "Accounting  for Stock-Based  Compensation",  and
supersedes APB Opinion No. 25, "Accounting for Stock Issued to Employees".  SFAS
123(R)  requires  that stock  options and share grants be recorded at fair value
and this value is recognized as  compensation  expense over the vesting  period.
The Statement  requires that  compensation  expense be recorded for newly issued
awards as well as the unvested  portion of previously  issued awards that remain
outstanding as of the effective date of this  Statement.  The provisions of this
Statement  become  effective  beginning  with the  Company's  third quarter 2005
Consolidated Financial Statements. The Company is presently assessing the impact
of this Statement. However, the Company currently estimates that the adoption of
this Statement would reduce annual earnings per

                                       22
<PAGE>

share by approximately  $.01 to $.02. This Statement  permits the restatement of
periods prior to its adoption. Upon adopting this Statement, the Company expects
to restate  prior  periods as if the  Statement  were in effect for all periods,
resulting in dilution for those periods of a comparable amount as in 2005.

RECENTLY  ADOPTED  ACCOUNTING  PRINCIPLES:  In 2003,  the  Financial  Accounting
Standards  Board (FASB) issued FASB  Interpretation  No. 46,  "Consolidation  of
Variable  Interest  Entities" (FIN 46) and FASB  Interpretation  No. 46, Revised
(FIN 46(R)).  Under these  Interpretations,  certain entities known as "variable
interest  entities" (VIE) must be  consolidated by the "primary  beneficiary" of
the entity. The primary  beneficiary is generally defined as having the majority
of the risks and rewards  arising from the VIE. The  requirements  of FIN 46 and
FIN 46(R) have been  adopted by the  Company and their  adoption  did not have a
material impact on the Company's Consolidated Financial Statements.

BUSINESS SEGMENT REPORTING
The  business of the  Company is  conducted  through  five  operating  segments:
TruGreen,  Terminix,  American  Home Shield,  ARS/AMS and Other  Operations.  In
accordance  with  Statement  of  Financial  Accounting  Standards  No. 131,  the
Company's  reportable segments are strategic business units that offer different
services. The TruGreen segment provides residential and commercial lawn care and
landscaping  services  through  the  TruGreen  ChemLawn  and  TruGreen  LandCare
companies.  The Terminix  segment  provides termite and pest control services to
residential and commercial customers.  The American Home Shield segment provides
home warranties to consumers that cover heating,  ventilation,  air conditioning
(HVAC),  plumbing  and other home  systems and  appliances.  This  segment  also
includes home  inspection  services  provided by AmeriSpec.  The ARS/AMS segment
provides HVAC and plumbing  installation and repair services  provided under the
ARS Service Express, American Mechanical Services and Rescue Rooter brand names.
The Other Operations segment includes the franchise and company-owned operations
of ServiceMaster Clean,  Furniture Medic and Merry Maids, which provide disaster
restoration,  cleaning,  furniture  repair and maid services.  This segment also
includes  the  Company's   headquarters   operations,   which  provide   various
technology, marketing, finance, legal and other support services to the business
units.

Information  regarding the accounting  policies used by the Company is described
in the Significant  Accounting Policies Note. The Company derives  substantially
all of its  revenue  from  customers  in the  United  States  with less than one
percent generated in foreign markets.  Operating  expenses of the business units
consist  primarily  of direct  costs.  Identifiable  assets  are  those  used in
carrying out the operations of the business unit and include  intangible  assets
directly related to its operations.

Segment  information  for the years ended  December 31, 2004,  2003, and 2002 is
presented below.

                                       23
<PAGE>

<TABLE>

BUSINESS SEGMENT TABLE

(In thousands)                                            2004    % Change          2003    % Change           2002
=====================================================================================================================
OPERATING REVENUE:
<S>                                                 <C>             <C>       <C>             <C>        <C>
   TruGreen                                         $1,419,649      5%        $1,347,400      5%         $1,284,616
   Terminix                                            996,900      5            945,258      2             924,384
   American Home Shield                                487,395      8            450,264      6             423,526
   ARS/AMS                                             690,500      3            673,558     (6)            718,892
   Other Operations                                    164,124      8            152,106      2             149,303
---------------------------------------------------------------------------------------------------------------------
Total Operating Revenue                             $3,758,568      5%        $3,568,586      2%         $3,500,721
=====================================================================================================================
OPERATING INCOME (LOSS):
   TruGreen (1)                                       $171,184     N/M         $(34,017)     N/M           $165,292
       TRUGREEN WITHOUT IMPAIRMENT CHARGE (1)         $171,184     11%          $154,853     (6%)          $165,292
   Terminix                                            132,827      1            131,044      3             127,441
   American Home Shield                                 71,986      24            58,154      21             47,890
   ARS/AMS (1)                                           5,534     N/M         (281,777)     N/M             17,342
       ARS/AMS WITHOUT IMPAIRMENT CHARGE (1)             5,534     (45)           10,023     (42)            17,342
   Other Operations                                   (44,975)     (13)         (39,647)     (76)          (22,572)
---------------------------------------------------------------------------------------------------------------------
Total Operating Income (Loss) (1)                     $336,556     N/M        $(166,243)     N/M           $335,393
=====================================================================================================================
CAPITAL EMPLOYED: (2)
   TruGreen                                           $828,974      1%          $821,412    (16%)          $979,932
   Terminix                                            631,370      6            596,535      -             599,433
   American Home Shield                                168,223      25           134,372      34            100,026
   ARS/AMS                                              88,692      2             86,764     (78)           398,982
   Other Operations                                    179,364      85            97,014      27             76,111
---------------------------------------------------------------------------------------------------------------------
Total Capital Employed                              $1,896,623      9%        $1,736,097    (19%)        $2,154,484
=====================================================================================================================
IDENTIFIABLE ASSETS:
   TruGreen                                           $957,683      5%          $911,958    (13%)        $1,053,099
   Terminix                                            843,272      3            822,407     (2)            841,437
   American Home Shield                                474,326      12           422,765      12            376,059
   ARS/AMS                                             191,618      3            185,528     (62)           489,366
   Other Operations                                    673,303      10           613,768     (6)            654,977
---------------------------------------------------------------------------------------------------------------------
Total Identifiable Assets                           $3,140,202      6%        $2,956,426    (13%)        $3,414,938
=====================================================================================================================
DEPRECIATION & AMORTIZATION EXPENSE:
   TruGreen                                            $22,546     (1%)          $22,764     (4%)           $23,595
   Terminix                                             11,441      11            10,328     (7)             11,150
   American Home Shield                                  7,860      15             6,829      22              5,583
   ARS/AMS                                               6,939     (18)            8,439     (8)              9,166
   Other Operations                                      6,839     (8)             7,418      9               6,814
---------------------------------------------------------------------------------------------------------------------
Total Depreciation & Amortization Expense              $55,625     - %           $55,778     (1%)           $56,308
=====================================================================================================================
CAPITAL EXPENDITURES:
   TruGreen                                            $12,888     (9%)          $14,197     25%            $11,317
   Terminix                                             11,202     117             5,169     (70)            17,013
   American Home Shield                                  5,490     (17)            6,619      38              4,794
   ARS/AMS                                               7,716      25             6,160      9               5,658
   Other Operations                                     15,766     122             7,098     (67)            21,331
---------------------------------------------------------------------------------------------------------------------
Total Capital Expenditures                             $53,062     35%           $39,243    (35%)           $60,113
=====================================================================================================================
</TABLE>

N/M = Not meaningful

(1)  In the third  quarter of 2003,  the Company  recorded a  non-cash,  pre-tax
     impairment  charge of $481 million  related to its goodwill and  intangible
     assets.  Approximately  $189 million of the charge is  associated  with the
     TruGreen  LandCare  operations  reported in the TruGreen  segment,  and the
     remaining  $292  million  relates  to the  ARS/AMS  segment.  In  order  to
     facilitate  comparisons  of ongoing  operating  performance  of  continuing
     operations,  the Company also has presented segment results after adjusting
     for the impact of the impairment charge.

(2)  Capital  employed  is a  non-U.S.  GAAP  measure  that  is  defined  as the
     segment's total assets less  liabilities,  exclusive of debt balances.  The
     Company  believes this  information  is useful to investors in helping them
     compute  return on capital  measures and therefore  better  understand  the
     performance of the Company's business segments.

The  combined  franchise  operations  of  ServiceMaster  Clean and  Merry  Maids
comprised  approximately 4% of the consolidated revenue in 2004, 2003, and 2002.
These operations  comprised  approximately 11%, 11%, and 10% of the consolidated
operating  income  (without  the  2003  impairment  charge)  before  headquarter
overheads for 2004, 2003, and 2002, respectively.

The following table summarizes the segment  goodwill that is not amortized.  See
the  "Acquisitions"  note and the "Goodwill and  Intangible  Assets" note in the
Notes to Consolidated  Financial Statements for information relating to goodwill
acquired and amounts impaired, respectively.
<TABLE>

(In thousands)                                           2004     % Change           2003    % Change          2002
====================================================================================================================
<S>                                                  <C>           <C>           <C>         <C>           <C>
TruGreen                                             $681,954      5%            $652,534    (16%)         $780,043
Terminix                                              643,567       3             622,351      1            618,055
American Home Shield                                   72,085       -              72,085      -             72,085
ARS/AMS                                                56,171       -              56,171     (83)          337,491
Other Operations                                      114,267       1             113,065      1            112,106
--------------------------------------------------------------------------------------------------------------------
Total                                              $1,568,044      3%          $1,516,206    (21%)       $1,919,780
====================================================================================================================
</TABLE>

                                       24
<PAGE>


GOODWILL AND INTANGIBLE ASSETS
In accordance with SFAS 142, "Goodwill and Other Intangible Assets", the Company
discontinued the amortization of goodwill and indefinite lived intangible assets
effective January 1, 2002. Goodwill and intangible assets that are not amortized
are subject to assessment for impairment by applying a fair-value  based test on
an  annual  basis or more  frequently  if  circumstances  indicate  a  potential
impairment.  The Company  completed  its annual  assessment  of impairment as of
October 1.

In the third quarter of 2003, the Company recorded a non-cash  impairment charge
associated with the goodwill and intangible  assets of its ARS, AMS and TruGreen
LandCare  business  units of $481 million  pre-tax,  $383 million net of tax, or
$1.30 per  diluted  share.  The  pre-tax  charge  consisted  of $224  million at
American Residential  Services,  $68 million at American Mechanical Services and
$189 million at TruGreen  LandCare.  The impairment charge included a portion of
goodwill that was not deductible for tax purposes, resulting in a tax benefit of
$98 million or only approximately 20 percent of the pre-tax charge amount.

Throughout  the first half of 2003,  management  believed  that the  significant
declines in the  operating  results of these  businesses  were due to  temporary
conditions  and that the  operations,  with an  anticipated  good summer season,
would show ongoing  improvement  which would  support the amount of goodwill and
intangible  assets on the balance  sheet.  The Company had discussed such events
and trends in its press  releases and periodic  filings with the  Securities and
Exchange Commission.  In the third quarter of 2003, the results did not improve.
In addition, the Company identified certain branch closures at ARS and announced
the sale of its utility line clearing operations at TruGreen LandCare.  The lack
of a good 2003 summer season,  combined with declining profitability in the base
businesses, led management to conclude that the businesses were unlikely to meet
the previous projections which had supported the carrying value. A valuation was
performed during the third quarter of 2003 which incorporated third quarter 2003
performance.  The fair value of the reporting units was determined  primarily by
utilizing a discounted  cash flow  methodology.  The Company used an independent
valuation  firm to confirm  the  Company's  assessment  of the fair value of its
reporting units. Based on the evaluation, it was determined that the fair values
of the ARS,  AMS, and  TruGreen  LandCare  reporting  units were less than their
carrying  values.  As a  result,  in the  third  quarter  of 2003,  the  Company
reassessed  the fair  value of the  assets and  liabilities  of these  units and
recorded a non-cash impairment charge of $481 million pre-tax,  $383 million net
of tax, to reduce the carrying  value of the  intangible  assets to $56 million,
their estimated fair value.

In April 2004,  TruGreen  ChemLawn  acquired the assets of  Greenspace  Limited,
Canada's  largest  professional  lawn care service  company.  Intangible  assets
recorded  were less than $16  million.  The balance of goodwill  and  intangible
assets that was added  during 2004 relate to tuck-in  acquisitions  completed by
Terminix and TruGreen ChemLawn.

The table below summarizes the goodwill and intangible asset balances:

(In thousands)                      2004       2003        2002
====================================================================
  Goodwill (1)                  $1,568,044   $1,516,206  $1,919,780
  Trade names (1)                  204,793      204,793     238,550

  Other intangible assets           45,788       35,432      78,284
  Accumulated amortization (2)     (29,801)     (23,772)    (59,053)
--------------------------------------------------------------------
    Net other intangibles           15,987       11,660      19,231
--------------------------------------------------------------------
  Total                         $1,788,824   $1,732,659  $2,177,561
====================================================================

(1)  Not subject to amortization.

(2)  Amortization  expense of $6 million, $6 million and $7 million was recorded
     in 2004,  2003 and  2002,  respectively.  Annual  amortization  expense  of
     approximately  $6 million in 2004 is expected to decline over the next five
     years.

INCOME TAXES
In January 2005,  the Company  reached a  comprehensive  agreement  with the IRS
regarding its examination of the Company's federal income taxes through the year
2002.  As  previously  disclosed,  the Company  had not been  audited by the IRS
during the period in which it operated  as a master  limited  partnership  (1987
through 1997) or in subsequent  years.  Consequently,  the  examination  covered
numerous  matters,  including the tax consequences  resulting from the Company's
reincorporation  in 1997, and the sale of its large Management  Services segment
in November 2001. The principal terms of the agreement were as follows:

     1.   The agreement  affirmed the previously  identified  step-up in the tax
          basis of the Company's assets which occurred upon reincorporation. For
          income  tax  reporting  purposes,  this  step-up  is  generally  being
          amortized  and deducted  over the 15 year period  ending  December 31,
          2012.

     2.   The agreement increased taxes and interest due on the 2001 sale of the
          Company's  Management Services business.  This occurred primarily as a
          result of changes in the timing of certain items which were previously
          netted  against  the  gain and will  now be  amortized  as  additional
          deductions over the 15 year period ending December 31, 2016.

     3.   The agreement resolved all other matters in the years under review.

For  2004,  the  IRS  agreement  resulted  in a  $25  million  favorable  timing
difference in fourth quarter 2004 tax payments.  Pursuant to the agreement,  the
Company  paid taxes and  interest  (primarily  in February  2005) to the IRS and
various  states in the amount of $133 million ($113  million of increased  taxes
and $20 million of interest). Existing financial resources were utilized to fund
the  payment and the Company  does not  believe  that the payment  significantly
impaired its financial flexibility.  Also related to the agreement,  the Company
will realize an approximate $45 million  reduction in estimated tax payments for
2005 that would  otherwise  have been paid in the second half of 2005.  Finally,
the agreement  resulted in incremental  future tax benefits of approximately $57
million,  which will be recovered on the  Company's tax returns over the 11 year
period ending in 2016.

As a result of this agreement, certain deferred tax assets, primarily related to
intangible  assets,  which had previously not been recorded due to uncertainties
associated  with the

                                       25
<PAGE>

complexity  of the  matters  under  review  and  the  extended  period  of  time
effectively  covered  by the  examination  were  recorded.  This  resulted  in a
non-cash  reduction  in  the  Company's  2004  income  tax  provision,   thereby
increasing  2004  consolidated  net income by  approximately  $159 million ($150
million related to continuing  operations and $9 million related to discontinued
operations).

In the ordinary course, the Company is subject to review by domestic and foreign
taxing authorities,  including the IRS. The Company has been notified by the IRS
that it intends to commence the audits of the  Company's  2003,  2004,  and 2005
fiscal years in the second quarter of 2005.

The reconciliation of income tax computed at the U.S. federal statutory tax rate
to the  Company's  effective  income tax rate for  continuing  operations  is as
follows:

                                  2004        2003       2002
=================================================================
Tax at U.S. federal
    statutory rate               35.0%     (35.0%)      35.0%
State and local income taxes
    net of U.S. federal benefit   3.6       (0.8)        3.5
Adjustment related to the
    IRS agreement               (52.9)         -           -
Net operating loss and
    tax credits                  (0.7)      (0.5)       (4.1)
Impairment of  non-
    deductible goodwill             -       36.9           -
Other                             0.5       (1.8)        0.7
-----------------------------------------------------------------
Effective rate                  (14.5%)     (1.2%)      35.1%
=================================================================

The  effective  tax rate for  discontinued  operations  reflected  a benefit  of
288.1%,  39.5% and 32.4%,  in 2004,  2003 and 2002,  respectively.  In 2004, the
difference  between  these  rates  and the  federal  statutory  tax  rate of 35%
reflects the impact of the IRS agreement,  state taxes,  net of federal benefit,
and permanent items.

Income tax expense from continuing operations is as follows:

(In thousands)                         2004
                         ----------------------------------
                           CURRENT     DEFERRED     TOTAL
U.S. federal               $134,047   $(155,901)   $(21,854)
State and local              11,139     (30,250)    (19,111)
-----------------------------------------------------------
                           $145,186   $(186,151)   $(40,965)
===========================================================

                                        2003
                         -----------------------------------
                            CURRENT     DEFERRED     Total
U.S. federal                 $9,820    $(8,963)       $857
State and local             (1,618)     (1,901)     (3,519)
-----------------------------------------------------------
                             $8,202   $(10,864)    $(2,662)
===========================================================

                                        2002
                         -----------------------------------
                            CURRENT     DEFERRED     TOTAL
U.S. federal                $26,668     $48,998     $75,666
State and local             (1,121)      10,393       9,272
-----------------------------------------------------------
                            $25,547     $59,391     $84,938
===========================================================

Deferred income tax expense  results from timing  differences in the recognition
of income and expense for income tax and financial reporting purposes.  Deferred
income tax balances reflect the net tax effects of temporary differences between
the carrying  amounts of assets and  liabilities  for  financial  reporting  and
income tax  purposes.  The deferred tax asset  primarily  reflects the impact of
future  tax  deductions  related to the  Company's  accruals  and net  operating
losses.   Management  believes  that,  based  upon  its  history  of  profitable
operations,  it is  probable  that its  deferred  tax assets  will be  realized,
primarily  from the  generation  of future  taxable  income.  The  deferred  tax
liability  is  primarily  attributable  to  the  basis  differences  related  to
intangible  assets.  The  Company  records its  deferred  tax items based on the
estimated  value of the tax basis.  In 2002, the Company  adopted SFAS 142 which
eliminated the  requirement to record in the financial  statements  amortization
expense  related to goodwill and intangible  assets with indefinite  lives.  The
Company is able to continue to amortize the  intangible  assets for tax purposes
which yields an average annual tax benefit of approximately  $57 million through
2012.  Subsequent  to 2012,  the  benefit  from the  step-up  in tax basis  from
reincorporation  will be fully amortized.  Accounting standards require that the
Company  recognize  deferred  taxes  relating  to the  differences  between  the
financial  reporting and tax basis of the assets. As the annual tax benefit from
the  amortization  expense is realized,  the deferred  tax  liability  increases
reflecting  the declining tax basis  compared to the  non-amortized  book basis.
Significant components of the Company's deferred tax balances are as follows:

(In thousands)                                2004          2003
==================================================================
Deferred tax assets (liabilities):
Current:
  Prepaid expenses                        $(11,300)      $(8,900)
  Receivables allowances                    15,700        10,300
  Accrued insurance expenses                22,900        11,400
  Net operating loss and tax credit
    carryforwards                           40,640        34,600
  Other accrued expenses                    40,840        39,100
------------------------------------------------------------------
    Total current asset                    108,780        86,500
==================================================================
Long-Term:
  Intangible assets (1)                    (88,500)     (263,000)
  Accrued insurance expenses                 3,600        21,000
  Net operating loss and tax credit
    carryforwards                           10,100         -
  Other long-term obligations             (13,300)      (34,000)
------------------------------------------------------------------
    Total long-term liability             (88,100)     (276,000)
==================================================================
Net deferred tax asset (liability)         $20,680    $(189,500)
==================================================================

(1) The deferred tax liability  relates  primarily to the  difference in the tax
versus book basis of intangible  assets. The majority of this liability does not
represent  expected future cash payments until a business unit of the Company is
sold.

At  December  31,  2004,  the  Company  had tax  effected  federal and state net
operating loss  carryforwards of approximately $46 million,  expiring at various
dates  up  to  2023.   The  Company  also  had  federal  and  state  tax  credit
carryforwards  of  approximately  $4 million which expire at various dates up to
2024.

In 2004, total tax payments were $13 million.  In 2003, the Company received net
tax refunds of $1 million. Total tax payments in 2002 were $27 million.

ACQUISITIONS
Acquisitions have been accounted for using the purchase method and, accordingly,
the results of operations of the acquired  businesses  have been included in the
Company's  consolidated  financial  statements since their dates of acquisition.
The assets and  liabilities of these  businesses  were

                                       26
<PAGE>

recorded in the financial  statements at their  estimated  fair values as of the
acquisition dates.

CURRENT YEAR
The net purchase  price of the 2004  acquisitions  was $59  million.  During the
second quarter of 2004, the Company  acquired the assets of Greenspace  Services
Limited,  Canada's largest  professional lawn care service company. In addition,
the Company acquired several small companies,  primarily in the pest control and
lawn care businesses. The Company recorded goodwill of approximately $52 million
and other intangible assets of $10 million related to the 2004 acquisitions. The
impact of these  acquisitions  was not  material to the  Company's  Consolidated
Financial Statements.

PRIOR YEARS
During 2003, the Company acquired several small companies, primarily in the lawn
care business. The net purchase price of these acquisitions was $38 million. The
Company  recorded  goodwill  of $38 million  and other  intangible  assets of $4
million related to these acquisitions.

During 2002, the Company acquired several small companies, primarily in the pest
control and lawn care businesses.  The net purchase price of these  acquisitions
was $18  million.  The  Company  recorded  goodwill  of $12  million  and  other
intangible assets of $4 million related to these acquisitions.

Supplemental  cash flow information  regarding the Company's  acquisitions is as
follows:

(In thousands)                   2004          2003          2002
==================================================================
Purchase price                $66,841       $44,667       $18,850
Less liabilities
  assumed                      (7,851)       (6,315)       (1,207)
------------------------------------------------------------------
Net purchase price            $58,990       $38,352       $17,643
==================================================================
Net cash paid
  for acquisitions            $40,184       $28,875       $13,003
Value of shares issued          3,475             -             -
Seller financed debt           15,331         9,477         4,640
------------------------------------------------------------------
Payment for
  acquisitions                $58,990       $38,352       $17,643
==================================================================

DISPOSITIONS
2003 DISPOSITIONS
During the third  quarter of 2003,  the Company  sold  substantially  all of the
assets and related  operational  obligations  of Trees,  Inc.,  the utility line
clearing  operations  of TruGreen  LandCare,  to an  independent  subsidiary  of
Asplundh Subsidiary  Holdings,  Inc., for approximately $20 million in cash. The
impact of the sale was not  material  to the  Company's  Consolidated  Financial
Statements for 2003.

2002 DISPOSITIONS
In October 2001, the Company's Board of Directors approved a series of strategic
actions, which were the culmination of an extensive portfolio review process. As
part of this portfolio review, the Company sold or exited certain  non-strategic
or  under-performing  businesses in 2001 and 2002.  During the second quarter of
2002, the Company completed the sale of its ownership  interest in five assisted
living  facilities.  These  properties were financed  through an operating lease
arrangement,  whereby the Company  guaranteed a portion of the residual value of
the  properties.  In the fourth  quarter of 2001,  a $13.5  million  reserve was
established  representing  the  amount by which the  residual  value  guarantees
exceeded the value of bids to purchase the  facilities  at that time.  The final
sales  price was  significantly  greater  than these bid levels and the  Company
realized a gain of $3.6 million from the sale of the assisted living  properties
in 2002, which is included in operating income from continuing operations.

During the third  quarter  of 2002,  the  Company  sold its  remaining  Terminix
operations  in the United  Kingdom.  The sale was not material to the  Company's
operating  results.  Related to this sale, the Company  entered into a licensing
agreement  with the buyer for the use of the  Terminix  trade name in the United
Kingdom. This agreement was valued at $6 million and accordingly,  a like amount
was  allocated  from the purchase  price.  The entire  amount was  recognized as
income in the third quarter of 2002.

In the fourth  quarter of 2002,  the  purchaser of the  Company's  European pest
control  and  property  services  operations  made a claim for a purchase  price
adjustment  (relating  to the sale  completed  in 2001),  relating to an alleged
breach  of  certain  conditions  in the  purchase  agreement.  In the  course of
responding to that claim,  the Company  discovered  that personnel of the former
operations had made unsupported  monthly  adjustments to certain  accounts.  The
Company subsequently agreed to an adjustment to the purchase price consisting of
an $8 million cash payment and the  cancellation  of a previously  reserved note
receivable of $7 million. An $8 million charge was recorded in 2002.

Reported  "Discontinued  operations"  for  all  periods  presented  include  the
operating  results of the sold and  discontinued  businesses  noted  above.  The
operating  results and  financial  position of  discontinued  operations  are as
follows:

(In thousands, except per share data)
Operating Results:              2004          2003          2002
==================================================================
Operating revenue             $1,052       $65,057      $129,060
Income (loss) from
  discontinued operations
  before income taxes        (3,793)       (3,482)         7,543
Provision (benefit) for
  income taxes (1)          (10,963)       (1,375)         3,012
------------------------------------------------------------------
Income (loss) from
  discontinued operations      7,170       (2,107)         4,531
(Loss) on sale of
  businesses, net of
  income taxes (2)                 -         (605)        (4,840)
------------------------------------------------------------------
Income (loss) from
  discontinued operations     $7,170      $(2,712)        $(309)
==================================================================
Diluted income (loss)
  per share from
  discontinued operations      $0.02       $(0.01)           $ -
==================================================================

(1)  2004  includes a $9 million  non-cash  reduction  in the tax  provision  of
     discontinued  operations related to a comprehensive  agreement with the IRS
     regarding its examination of the Company's federal income taxes through the
     year 2002.

(2)  Includes  a tax  benefit  of $.4  million  and $3 million in 2003 and 2002,
     respectively.




                                       27
<PAGE>


Financial Position:                           2004          2003
==================================================================
Current assets                              $4,952        $5,273
------------------------------------------------------------------
Total assets                                $4,952        $5,273
==================================================================
Current liabilities                        $21,536       $14,380
Long-term liabilities                        9,057        34,396
------------------------------------------------------------------
Total liabilities                          $30,593       $48,776
==================================================================

The table below  summarizes the activity during the twelve months ended December
31, 2004 for the remaining  liabilities  from the discontinued  operations.  The
Company  believes  that the  remaining  reserves  continue  to be  adequate  and
reasonable.

                               Balance                        BALANCE
                                  at       Cash                  AT
                               Dec. 31,  Payments   Income/   DEC. 31,
(In thousands)                   2003    or Other   (Expense)   2004
----------------------------------------------------------------------
Remaining liabilities
 from discontinued
 operations:
   LandCare Construction        $7,152     $4,681  $(2,021)    $4,492
   LandCare utility line
     clearing business           9,011      3,678   (1,283)     6,616
   Certified   Systems, Inc.    11,024      2,302       303     8,419
   Management Services             283        696     (479)        66
   International businesses     21,306      1,155     9,151    11,000


COMMITMENTS AND CONTINGENCIES
The Company leases certain property and equipment under various  operating lease
arrangements.  Most of the property  leases  provide that the Company pay taxes,
insurance  and  maintenance  applicable  to the leased  premises.  As leases for
existing locations expire, the Company expects to renew the leases or substitute
another location and lease.

Rental expense for 2004,  2003 and 2002 was $169 million,  $160 million and $153
million, respectively.  Future long-term non-cancelable operating lease payments
are approximately $79 million in 2005, $69 million in 2006, $53 million in 2007,
$38  million  in  2008,  $28  million  in  2009,  and $35  million  in 2010  and
thereafter.

The  majority  of the  Company's  fleet and some  equipment  are leased  through
operating leases. Lease terms are non-cancelable for the first twelve month term
and then are month-to-month  leases,  cancelable at the Company's option.  There
are residual value guarantees  (ranging from 70 percent to 87 percent  depending
on the agreement) on these vehicles and equipment,  which  historically have not
resulted in significant  net payments to the lessors.  There are no net payments
reflected in the future  minimum lease  obligation as the leases are  cancelable
and there are no expected net payments due under the guarantees. At December 31,
2004 there was approximately  $260 million of residual value guarantee  relating
to the Company's fleet and equipment leases.  The fair value of the assets under
the leases is expected to fully  mitigate the  Company's  obligations  under the
agreements.  Accordingly,  no liabilities have been recorded with respect to the
guarantees.

The Company maintains operating lease facilities with banks totaling $68 million
which  provide  for the  financing  of  branch  properties  to be  leased by the
Company. At December 31, 2004,  approximately $68 million was funded under these
facilities.  Approximately $15 million of these leases have been included on the
balance  sheet  as  assets  with  related  debt as of  December  31,  2004  (the
comparable  balances were $20 million as of December 31,  2003).  The balance of
the funded amount is treated as operating  leases.  Approximately $15 million of
the total facility  expires in January 2008 and $53 million expires in September
2009. The Company has guaranteed the residual value of the properties  under the
leases up to 82  percent of the fair  market  value at the  commencement  of the
lease. At December 31, 2004, the Company's  residual value guarantee  related to
the leased  assets  totaled $56 million for which the Company has  recorded  the
estimated  fair value of this  guarantee  (approximately  $1.2  million)  in the
Consolidated Statements of Financial Position.

In  the  normal  course  of  business,  the  Company  periodically  enters  into
agreements that incorporate indemnification provisions. While the maximum amount
which the Company may be exposed under such agreements cannot be estimated,  the
Company does not expect these guarantees and indemnifications to have a material
adverse effect on its Consolidated Financial Statements.

The Company  carries  insurance  policies on insurable  risks at levels which it
believes to be appropriate,  including workers'  compensation,  auto and general
liability  risks.  The Company  has  self-insured  retention  limits and insured
layers of excess insurance  coverage above such  self-insured  retention limits.
Accruals  for  self-insurance  losses and warranty  claims in the American  Home
Shield business are made based on the Company's claims  experience and actuarial
assumptions. At December 31, 2004, these accruals totaled $188 million, with $79
million included in "Self-insured  claims and related expenses" and $109 million
included  in "Other  long-term  obligations"  in the  accompanying  Consolidated
Statements  of  Financial  Position.  The Company has certain  liabilities  with
respect to existing or potential claims,  lawsuits,  and other proceedings.  The
Company accrues for these liabilities when it is probable that future costs will
be incurred and such costs can be reasonably estimated.

In the  ordinary  course of  conducting  its  business  activities,  the Company
becomes  involved  in  judicial,   administrative  and  regulatory   proceedings
involving both private parties and governmental  authorities.  These proceedings
include  general  and  commercial  liability  actions  and  a  small  number  of
environmental proceedings.  The Company does not expect any of these proceedings
to have a material adverse effect on its Consolidated Financial Statements.

EMPLOYEE BENEFIT PLANS
Discretionary  contributions  to  qualified  profit  sharing  and  non-qualified
deferred  compensation  plans were made in the amount of $9.3  million for 2004,
$4.6  million  for 2003 and $9.2  million  for 2002.  Under the  Employee  Share
Purchase Plan, the Company  contributed $.8 million in 2004, $.8 million in 2003
and $.9  million in 2002.  These funds  defrayed  part of the cost of the shares
purchased by employees.

MINORITY INTEREST OWNERSHIP AND RELATED PARTIES
The Company  continues to have  minority  investors in Terminix.  This  minority
ownership  reflects an interest  issued to the prior  owners of the Allied Bruce
Terminix  Companies in connection  with the  acquisition of that entity.  At any
time,  the former

                                       28
<PAGE>

owners may convert this equity security into eight million  ServiceMaster common
shares.  The  ServiceMaster  shares  are  included  in the  shares  used  in the
calculation of diluted  earnings per share,  when their inclusion has a dilutive
impact.  Subsequent  to  December  31,  2005,  ServiceMaster  has the ability to
require  conversion of the security into ServiceMaster  common shares,  provided
the closing share price of  ServiceMaster's  common stock  averages at least $15
per share for 40 consecutive trading days.

LONG-TERM DEBT
Long-term debt includes the following:

(In thousands)                                2004          2003
=================================================================
8.45% maturing in 2005                    $137,499      $137,499
6.95% maturing in 2007                      49,225        49,225
7.88% maturing in 2009                     179,000       179,000
7.10% maturing in 2018                      79,473        79,473
7.45% maturing in 2027                     195,000       195,000
7.25% maturing in 2038                      82,650        82,650
Other                                       82,241        96,424
Less current portion                      (23,247)      (33,781)
-----------------------------------------------------------------
Total long-term debt                      $781,841      $785,490
=================================================================

The Company is party to a number of debt agreements which require it to maintain
certain  financial and other  covenants,  including  limitations on indebtedness
(debt cannot exceed 3.25 times earnings before  interest,  taxes,  depreciation,
and amortization  (EBITDA)) and a minimum interest  coverage ratio (EBITDA needs
to  exceed  four  times   interest   expense).   In  addition,   under   certain
circumstances,  the agreements may limit the Company's  ability to pay dividends
and repurchase shares of common stock.  These limitations are not expected to be
an  inhibiting  factor in the  Company's  future  dividend and share  repurchase
plans.  Failure by the Company to maintain these  covenants  could result in the
acceleration  of the maturity of the debt.  Throughout  2004, the Company was in
compliance with the covenants  related to these debt agreements and based on its
operating  outlook for 2005,  expects to be able to maintain  compliance  in the
future.

The Company does not have any debt agreements that contain put rights or provide
for acceleration of maturity as a result of a change in credit rating.  However,
the Company has a number of debt agreements which contain standard ratings-based
"pricing  grids" where the interest rate payable under the agreement  changes as
the  Company's  credit  rating  changes.  While the  Company  does not  expect a
negative change in credit ratings, the impact on interest expense resulting from
any changes in credit ratings is not expected to be material to the Company.

Since August  1997,  ServiceMaster  has issued $1.1  billion of  unsecured  debt
securities  pursuant to  registration  statements  filed with the Securities and
Exchange Commission.  As of December 31, 2004, ServiceMaster had $550 million of
senior  unsecured debt  securities and equity  interests  available for issuance
under an effective shelf registration statement.

The Company  has a  committed  revolving  bank  credit  facility  for up to $500
million that expires in May 2009.  The facility can be used for general  Company
purposes.  As of December 31, 2004,  the Company had issued  approximately  $158
million of letters of credit under the facility  and had unused  commitments  of
approximately  $342  million.  At the  Company's  current  credit  ratings,  the
interest rate under the facility is LIBOR plus 125 basis points.

As of December 31, 2004,  the Company had  approximately  $5 million of annually
renewable  surety bonds  outstanding  that  primarily  support  obligations  the
Company has under insurance programs.  If the surety bonds are not renewed,  the
Company  expects to replace  them with  letters of credit  issued under its bank
credit facility.

In December 2003 and January 2004,  the Company  entered into interest rate swap
agreements  with a total  notional  amount of $165  million.  Under the terms of
these  agreements,  the Company  pays a floating  rate of  interest  (based on a
specified  spread over six-month  LIBOR) on the notional  amount and the Company
receives a fixed rate of interest at 7.88  percent on the notional  amount.  The
impact of these swap  transactions  was to convert $165 million of the Company's
debt from fixed  rate at 7.88  percent  to a  variable  rate based on LIBOR.  In
accordance  with SFAS 133  "Accounting  for Derivative  Instruments  and Hedging
Activities",  the Company's interest rate swap agreements are classified as fair
value  hedges and,  as such,  gains and losses on the swaps as well as the gains
and losses on the related hedged items are recognized in current earnings.

Cash  interest  payments  were $60 million in 2004,  $61 million in 2003 and $76
million in 2002.  There were no material  borrowings  under the revolving credit
facility in 2004, 2003 and 2002.  Future  scheduled  long-term debt payments are
$160.7  million in 2005  (average  rate of 8.0  percent),  $12.9 million in 2006
(average  rate of 6.4  percent),  $62.1  million  in 2007  (average  rate of 6.7
percent), $25.2 million in 2008 (average rate of 4.0 percent) and $184.5 million
in 2009 (average rate of 7.9 percent).  The Company's  next public debt maturity
of $138  million  is in April  2005  and this  amount  is  included  in the 2005
scheduled  debt payments  above.  The Company  intends to fund this debt payment
with long-term  financing  under  existing  credit  facilities.  Based on annual
projected  cash  flows,  the amount of the  borrowing  is expected to be largely
repaid by December 31, 2005.

CASH AND MARKETABLE SECURITIES
Cash, money market funds and certificates of deposits,  with maturities of three
months or less,  are included in the  Statements of Financial  Position  caption
"Cash and Cash Equivalents."  Marketable  securities are designated as available
for sale and recorded at current market value,  with unrealized gains and losses
reported in a separate  component of  shareholders'  equity.  As of December 31,
2004 and 2003, the Company's  investments consist primarily of domestic publicly
traded debt of $108.8 million and $94.9 million,  respectively and common equity
securities of $130.7 million and $88.2 million, respectively.

The aggregate market value of the Company's short- and long-term  investments in
debt and  equity  securities  was $239.5  million  and  $183.1  million  and the
aggregate  cost basis was $226.4 million and $173.2 million at December 31, 2004
and 2003, respectively.

                                       29
<PAGE>


Interest and dividend  income  received on cash and  marketable  securities  was
$15.4  million,  $13.4  million,  and $9.7  million,  in 2004,  2003,  and 2002,
respectively.  Gains and  losses on sales of  investments,  as  determined  on a
specific  identification  basis, are included in investment income in the period
they are realized. The Company periodically reviews its portfolio of investments
to determine whether there has been an other than temporary decline in the value
of the investments from factors such as deterioration in the financial condition
of the issuer or the market(s) in which it competes.  At December 31, 2004,  the
net unrealized gains in the investment portfolio totaled $13 million,  while the
unrealized  losses in the aggregate  were  immaterial and totaled less than $2.5
million and the portion of  unrealized  losses older than one year was less than
$.5 million.

RECEIVABLE SALES
The Company has an  agreement  to provide  for the ongoing  revolving  sale of a
designated  pool of accounts  receivable of TruGreen  ChemLawn and Terminix to a
wholly-owned,   bankruptcy-remote   subsidiary,   ServiceMaster   Funding   LLC.
ServiceMaster  Funding LLC has  entered  into an  agreement  to  transfer,  on a
revolving  basis,  an  undivided  percentage  ownership  interest  in a pool  of
accounts receivable to unrelated third party purchasers.  ServiceMaster  Funding
LLC retains an undivided  percentage interest in the pool of accounts receivable
and bad debt losses for the entire  pool are  allocated  first to this  retained
interest.  During 2004,  there were no  receivables  sold to third parties under
this  agreement.  However,  the Company may sell its  receivables  in the future
which would provide an alternative  funding  source.  The agreement is a 364-day
facility that is renewable at the option of the purchasers. The Company may sell
up to $65 million of its  receivables  to these  purchasers  and  therefore  has
immediate  access to cash proceeds from these sales.  The amount of the eligible
receivables varies during the year based on seasonality of the business and will
at times limit the amount available to the Company.

COMPREHENSIVE INCOME
Comprehensive  income,  which  encompasses  net  income,   unrealized  gains  on
marketable  securities,  and the  effect  of  foreign  currency  translation  is
disclosed in the Statements of Shareholders' Equity.

OTHER COMPREHENSIVE INCOME
(In thousands)                   2004      2003       2002
------------------------------------------------------------
Unrealized holding
  gains (losses)
  arising in period             $7,745   $15,559   $(7,941)
Tax expense (benefit)            3,098     6,224    (3,196)
------------------------------------------------------------
Net of tax amount               $4,647    $9,335   $(4,745)
============================================================
Gains (losses) realized         $6,370    $3,855   $(1,460)
Tax expense (benefit)            2,549     1,542      (584)
------------------------------------------------------------
Net of tax amount               $3,821    $2,313     $(876)
============================================================

Accumulated  comprehensive  income  included  the  following  components  as  of
December 31:

(In thousands)                     2004       2003      2002
------------------------------------------------------------
Unrealized gains (losses)
  on securities, net of tax      $6,812     $5,986  $(1,036)
Foreign currency
  translation                     3,992      1,946       187
------------------------------------------------------------
Total                           $10,804     $7,932    $(849)
============================================================

SHAREHOLDERS' EQUITY
The Company has  authorized one billion shares of common stock with par value of
$.01 and 11 million shares of preferred stock. There were no shares of preferred
stock  issued or  outstanding.  In  February  2005,  the Company  announced  the
declaration  of a cash dividend of $.11 per share to  shareholders  of record on
February 14, 2005. This dividend was paid on February 28, 2005.

The Company has an  effective  shelf  registration  statement to issue shares of
common  stock  in  connection  with  future,  unidentified  acquisitions.   This
registration  statement allows the Company to issue registered  shares much more
efficiently  when acquiring  privately held companies.  The Company plans to use
the shares over time in connection with purchases of small  acquisitions.  There
were  approximately  4.4  million  shares  available  for  issuance  under  this
registration statement at December 31, 2004.

As of December 31, 2004,  there were 42.3 million  Company shares  available for
issuance  upon the exercise of employee  stock  options  outstanding  and future
grants.  Stock options are issued at a price not less than the fair market value
on the grant date and expire within ten years of the grant date. Certain options
may  permit the holder to pay the option  exercise  price by  tendering  Company
shares that have been owned by the holder  without  restriction  for an extended
period.  Share grants and restricted stock awards carry a vesting period and are
restricted as to the sale or transfer of the shares. Restricted stock awards are
non-transferable  and  subject  to  forfeiture  if the  holder  does not  remain
continuously  employed  by the  Company  during the  vesting  period,  or if the
restricted  stock is  subject  to  performance  measures,  if those  performance
measures are not attained. The Company includes the vested and unvested portions
of the restricted  stock awards in shares  outstanding in the denominator of its
earnings per share calculations.

Beginning in 2003, the Company has been accounting for employee stock options as
compensation  expense in accordance  with SFAS 123,  "Accounting for Stock-Based
Compensation." SFAS 148,  "Accounting for Stock-Based  Compensation - Transition
and Disclosure,  an amendment of FASB Statement No. 123",  provides  alternative
methods of  transitioning  to the  fair-value  based  method of  accounting  for
employee  stock  options  as  compensation  expense.  The  Company  is using the
"prospective method" permitted under SFAS 148 and is expensing the fair value of
new employee option grants awarded subsequent to 2002.

Prior to 2003,  the Company  accounted  for  employee  share  options  under the
intrinsic  method of Accounting  Principles Board Opinion 25, as permitted under
GAAP. Accordingly,  no compensation cost had been recognized in the accompanying
financial  statements  in 2002 related to these  options.  See the  "Stock-Based
Compensation"  note in the  "Significant

                                       30
<PAGE>

Accounting  Policies" section for the proforma net income and earnings per share
under the  fair-value  based  method of SFAS 123.  In  computing  this  proforma
impact,  the fair value of each option is  estimated  on the date of grant using
the  Black-Scholes  option  pricing  model with the  following  weighted-average
assumptions in 2004, 2003 and 2002: risk-free interest rates of 3.7 percent, 3.6
percent and 4.5  percent,  respectively;  dividend  yields of 4.0  percent,  4.2
percent, and 3.2 percent, respectively;  share price volatility of 30.6 percent,
30.8  percent,  and 31.4  percent;  and average  expected  lives of six to seven
years.   The  options   granted  to  employees  in  2004,  2003  and  2002  have
weighted-average  fair values of $2.35,  $2.14 and $3.51,  respectively and vest
ratably over five years.  The Company has  estimated  the value of these options
assuming a single weighted-average expected life for the entire award.

<TABLE>



Options and grant transactions during the last three years are summarized below:

                                                         Stock            Price     Weighted Avg.  Share Grants/          Price
                                                       Options        Range (1)    Exercise Price  Restricted Stock       Range
================================================================================================================================
<S>                                                 <C>           <C>     <C>              <C>          <C>       <C>
Total exercisable, December 31, 2001                15,237,607    $2.25 - 77.56            $12.36             -               -
Total outstanding, December 31, 2001                29,331,885    $2.25 - 77.56            $12.40       100,519    $2.86 - 7.96
================================================================================================================================
TRANSACTIONS DURING 2002
  Granted to employees                               4,939,141    $9.09 - 15.10            $13.08       179,000   $10.51 - 13.80
  Exercised or vested                               (1,586,248)   $2.25 - 14.55             $7.60       (46,632)   $2.86 - 7.96
  Terminated or resigned                              (871,439)   $5.14 - 73.53            $16.37             -               -
--------------------------------------------------------------------------------------------------------------------------------
Total exercisable, December 31, 2002                18,089,830    $2.25 - 77.56            $13.05             -               -
Total outstanding, December 31, 2002                31,813,339    $2.25 - 77.56            $12.64       232,887    $2.86 - 13.80
================================================================================================================================
TRANSACTIONS DURING 2003
  Granted to employees                               2,432,674    $8.40 - 11.21             $9.91       364,419    $9.50 - 11.97
  Exercised or vested                               (1,296,101)   $6.44 - 11.50             $7.70       (56,092)   $2.86 - 13.80
  Terminated or resigned                            (1,240,146)   $2.25 - 37.40            $13.49        (3,514)          $9.95
--------------------------------------------------------------------------------------------------------------------------------
Total exercisable, December 31, 2003                20,346,581    $6.44 - 77.56            $13.16             -               -
Total outstanding, December 31, 2003                31,709,766    $6.44 - 77.56            $12.60       537,700    $3.03 - 13.80
================================================================================================================================
TRANSACTIONS DURING 2004
  Granted to employees                               2,049,680    $8.63 - 13.06            $10.79       988,309   $10.73 - 12.86
  Exercised or vested                               (1,250,434)   $6.44 - 11.50             $8.20      (109,827)   $3.03 - 13.80
  Terminated or resigned                              (545,085)   $6.44 - 37.40            $12.57       (16,491)   $9.95 - 11.17
--------------------------------------------------------------------------------------------------------------------------------
Total exercisable, December 31, 2004                22,573,344    $8.40 - 77.56            $13.26             -               -
Total outstanding, December 31, 2004                31,963,927    $8.40 - 77.56            $12.66     1,399,691   $3.82 - 13.80
================================================================================================================================
</TABLE>

(1) The options priced at $73.53 to $77.56 are options assumed by the Company as
a result of business acquisitions.

Options outstanding at December 31, 2004:
<TABLE>

                                Number           Weighted Average           Weighted               Number               Weighted
       Range of              Outstanding             Remaining              Average             Exercisable              Average
    Exercise Prices          at 12/31/04               Life              Exercise Price         at 12/31/04          Exercise Price
====================================================================================================================================
    <S>                       <C>                       <C>                    <C>             <C>                       <C>
     $8.40 - 10.78            13,912,301                5 Years                 $9.92          8,017,534                  $9.70
    $10.80 - 15.94            11,894,276                4 Years                $12.27          8,398,460                 $12.02
    $16.12 - 22.32             5,763,479                4 Years                $18.15          5,763,479                 $18.15
    $22.33 - 77.56               393,871                2 Years                $40.77            393,871                 $40.77
------------------------------------------------------------------------------------------------------------------------------------
    $8.40   - 77.56           31,963,927              4.4 Years                $12.66         22,573,344                 $13.26
====================================================================================================================================
</TABLE>


                                       31
<PAGE>

EARNINGS PER SHARE

Basic  earnings  per share is computed by dividing  income  available  to common
stockholders  by the  weighted-average  number  of  shares  outstanding  for the
period.  The weighted  average common shares for the diluted  earnings per share
calculation includes the incremental effect related to outstanding options whose
market price is in excess of the exercise  price.  Shares  potentially  issuable
under  convertible  securities have been considered  outstanding for purposes of
the diluted earnings per share  calculations.  In computing diluted earnings per
share, the after-tax interest expense related to convertible securities is added
back to net income in the numerator, while the diluted shares in the denominator
include the shares issuable upon conversion of the securities. Due to the losses
incurred in 2003, the denominator  does not include the effects of options as it
would result in a less dilutive computation.  As a result, 2003 diluted earnings
per share are the same as basic earnings per share.  Had the Company  recognized
income from continuing  operations in 2003,  incremental shares  attributable to
the assumed exercise of outstanding  options would have increased diluted shares
outstanding by 3.9 million shares. Shares potentially issuable under convertible
securities  have  not  been  considered  outstanding  for 2003 and 2002 as their
inclusion  results  in  a  less  dilutive  computation.  Had  the  inclusion  of
convertible  securities not resulted in a less dilutive  computation in 2003 and
2002,   incremental  shares  attributable  to  the  assumed  conversion  of  the
securities  would have  increased  shares  outstanding  by 8.0  million  and 8.2
million shares, respectively,  and the after-tax interest expense related to the
convertible securities that would have been added to net income in the numerator
would have been $4.8 million for both 2003 and 2002.

The following  table  reconciles  both the numerator and the  denominator of the
basic earnings per share from continuing operations computation to the numerator
and the denominator of the diluted earnings per share from continuing operations
computation.


<TABLE>

(In thousands, except per share data)

                                         FOR YEAR ENDED 2004               For year ended 2003               For year ended 2002
CONTINUING OPERATIONS:               INCOME     SHARES      EPS         Loss       Shares      EPS       Income       Shares     EPS
====================================================================================================================================
<S>                                <C>         <C>        <C>     <C>             <C>      <C>         <C>           <C>       <C>
Basic EPS                          $324,057    290,514    $1.12   $(221,975)      295,610  $(0.75)     $157,303      300,383   $0.52
Effect of Dilutive Securities:
    Options                                      5,054                                  -                              5,529
    Convertible securities            4,712      8,000                                  -                                  -
------------------------------------------------------------------------------------------------------------------------------------
Diluted EPS                        $328,769    303,568    $1.08   $(221,975)      295,610  $(0.75)     $157,303      305,912   $0.51
====================================================================================================================================
</TABLE>

                                       32
<PAGE>


QUARTERLY OPERATING RESULTS (UNAUDITED)
Quarterly  operating  results  and  related  growth for the last three  years in
revenue,   gross  profit,  income  from  continuing   operations,   income  from
discontinued  operations and earnings per share are shown in the table below. As
discussed  in the  "Interim  Reporting"  section in the  Significant  Accounting
Policies, for interim accounting purposes,  TruGreen ChemLawn and other business
segments  of the  Company  incur  pre-season  advertising  costs.  In  addition,
TruGreen  ChemLawn  incurs  costs  related  to annual  repairs  and  maintenance
procedures that are performed in the first quarter. These costs are deferred and
recognized  as expense in  proportion  to revenue  over the balance of the year.
Full year results are not affected.  In 2004, the Company  corrected the interim
disclosure  of one of its key  performance  indicators.  Terminix  corrected the
interim  calculation  of its pest control  retention  rates which  resulted in a
change in the  previously  reported  rates.  The restated rates were 78.6% as of
June 30,  2004  and  78.4% as of  September  30,  2004.  No other  periods  were
impacted.
<TABLE>

=================================================================================================================================
(In thousands, except per share data)
                                                      2004           Chg           2003            Chg               2002
=================================================================================================================================
<S>                                                    <C>           <C>            <C>             <C>                 <C>
CONTINUING OPERATIONS:
Operating Revenue:
First Quarter                                          $756,891      6%             $712,343        0%                  $711,956
Second Quarter                                        1,088,716       6            1,031,470        2                  1,013,777
Third Quarter                                         1,053,867       3            1,018,263        3                    987,757
Fourth Quarter                                          859,094       7              806,510        2                    787,231
=================================================================================================================================
                                                     $3,758,568      5%           $3,568,586        2%                $3,500,721
=================================================================================================================================
Gross Profit:
First Quarter                                          $211,835      8%             $195,989       (2%)                 $200,944
Second Quarter                                          391,010       5              373,587        6                    353,543
Third Quarter                                           366,875       5              347,942        8                    323,111
Fourth Quarter                                          263,819      20              220,545       (2)                   224,171
=================================================================================================================================
                                                     $1,233,539      8%           $1,138,063        3%                $1,101,769
=================================================================================================================================
Income (Loss) from Continuing Operations:
First Quarter                                           $11,461     137%              $4,843      (53%)                  $10,377
Second Quarter                                           70,688       7               66,329        8                     61,625
Third Quarter (1)                                        68,343      N/M           (316,526)       N/M                    66,015
Fourth Quarter (2)                                      173,565      N/M              23,379        21                    19,286
=================================================================================================================================
                                                       $324,057      N/M          $(221,975)       N/M                  $157,303
=================================================================================================================================
Basic Earnings (Loss) Per Share:
First Quarter                                             $0.04     100%               $0.02      (33%)                    $0.03
Second Quarter                                             0.24       9                 0.22        10                      0.20
Third Quarter (1)                                          0.24      N/M              (1.08)       N/M                      0.22
Fourth Quarter (2)                                         0.60      N/M                0.08        33                      0.06
=================================================================================================================================
                                                          $1.12      N/M             $(0.75)       N/M                     $0.52
=================================================================================================================================
Diluted Earnings (Loss) Per Share:
First Quarter                                             $0.04     100%               $0.02      (33%)                    $0.03
Second Quarter                                             0.24       9                 0.22        10                      0.20
Third Quarter (1)                                          0.23      N/M              (1.08)       N/M                      0.21
Fourth Quarter (2)                                         0.57      N/M                0.08        33                      0.06
=================================================================================================================================
                                                          $1.08      N/M             $(0.75)       N/M                     $0.51
=================================================================================================================================
DISCONTINUED OPERATIONS:
Income (Loss) from Discontinued Operations:
First Quarter                                            $(262)     (56%)             $(168)       N/M                    $1,264
Second Quarter                                            (292)      63                (779)       N/M                       878
Third Quarter                                             (619)      57              (1,440)       N/M                     2,068
Fourth Quarter (2)                                        8,343      N/M               (325)       N/M                   (4,519)
=================================================================================================================================
                                                         $7,170      N/M            $(2,712)       N/M                    $(309)
=================================================================================================================================
Diluted Earnings (Loss) Per Share:
First Quarter                                               $ -       -%            $ -              -%                      $ -
Second Quarter                                                -       -               -              -                         -
Third Quarter                                                 -       -               -           (100)                     0.01
Fourth Quarter (2)                                         0.03      N/M              -            100                    (0.01)
=================================================================================================================================
                                                          $0.02      N/M            $(0.01)       (100%)                     $ -
=================================================================================================================================
</TABLE>

         N/M = Not meaningful

(1)  In accordance with SFAS 142, the Company's  goodwill and intangible  assets
     that are not  amortized  are subject to at least an annual  assessment  for
     impairment by applying a fair-value based test. During the third quarter of
     2003, the Company  recorded a non-cash  impairment  charge  associated with
     goodwill  and  intangible  assets  at its  American  Residential  Services,
     American  Mechanical  Services and TruGreen LandCare business units of $481
     million pre-tax ($383 million  after-tax).  The impact on diluted  earnings
     per share of this  charge  was  $1.30.  See the  "Goodwill  and  Intangible
     Assets" note in the Notes to Consolidated Financial Statements.

(2)  In January 2005, the Company  announced that it had reached a comprehensive
     agreement with the Internal  Revenue  Service  regarding its examination of
     the  Company's  federal  income taxes through the year 2002. As a result of
     this  agreement,  the Company  recorded a non-cash  reduction in its fourth
     quarter and full year 2004 tax provision,  thereby increasing net income by
     approximately   $159  million.   Approximately   $150  million  related  to
     continuing  operations  ($.49 per diluted share) and $9 million  related to
     discontinued  operations  ($.03 per diluted share).  See the "Income Taxes"
     note in the Notes to the Consolidated Financial Statements.

                                       33
<PAGE>


MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

The management of The  ServiceMaster  Company ("The Company") is responsible for
establishing and maintaining adequate internal control over financial reporting.
The Company's  internal control over financial  reporting is designed to provide
reasonable  assurance  to  the  Company's  management  and  board  of  directors
regarding  the  preparation  and  fair   presentation  of  published   financial
statements.

All  internal  control  systems,  no matter  how well  designed,  have  inherent
limitations.  Therefore,  even those  systems  determined  to be  effective  can
provide  only   reasonable   assurance  with  respect  to  financial   statement
preparation and presentation.

Management  assessed the  effectiveness  of the Company's  internal control over
financial reporting as of December 31, 2004. In making this assessment,  it used
the  criteria  set forth by the  Committee of  Sponsoring  Organizations  of the
Treadway Commission (COSO) in INTERNAL CONTROL - INTEGRATED FRAMEWORK.  Based on
our assessment we believe that, as of December 31, 2004, the Company's  internal
control over financial reporting is effective based on those criteria.

The Company's independent  registered public accounting firm has issued an audit
report on our  assessment  of the  Company's  internal  control  over  financial
reporting. This report follows.


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of the ServiceMaster Company

We  have  audited   management's   assessment,   included  in  the  accompanying
Management's  Report on Internal  Control  over  Financial  Reporting,  that The
ServiceMaster  Company and  subsidiaries  (the "Company")  maintained  effective
internal  control over  financial  reporting  as of December 31, 2004,  based on
criteria  established in INTERNAL  CONTROL - INTEGRATED  FRAMEWORK issued by the
Committee of Sponsoring Organizations of the Treadway Commission.  The Company's
management  is  responsible  for  maintaining  effective  internal  control over
financial  reporting  and for its  assessment of the  effectiveness  of internal
control over financial reporting. Our responsibility is to express an opinion on
management's  assessment  and an opinion on the  effectiveness  of the Company's
internal control over financial reporting based on our audit.

We conducted  our audit 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  effective
internal  control  over  financial  reporting  was  maintained  in all  material
respects. Our audit included obtaining an understanding of internal control over
financial reporting,  evaluating management's assessment, testing and evaluating
the design and operating  effectiveness of internal control, and performing such
other  procedures as we considered  necessary in the  circumstances.  We believe
that our audit provides a reasonable basis for our opinions.

A company's internal control over financial  reporting is a process designed by,
or under the  supervision  of, the company's  principal  executive and principal
financial officers, or persons performing similar functions, and effected by the
company's  board of  directors,  management,  and  other  personnel  to  provide
reasonable  assurance  regarding the reliability of financial  reporting and the
preparation  of financial  statements for external  purposes in accordance  with
generally  accepted  accounting  principles.  A company's  internal control over
financial  reporting  includes those policies and procedures that (1) pertain to
the  maintenance  of records that, in reasonable  detail,  accurately and fairly
reflect the  transactions  and  dispositions  of the assets of the company;  (2)
provide  reasonable  assurance  that  transactions  are recorded as necessary to
permit preparation of financial statements in accordance with generally accepted
accounting  principles,  and that receipts and  expenditures  of the company are
being made only in accordance with authorizations of management and directors of
the company; and (3) provide reasonable assurance regarding prevention or timely
detection of  unauthorized  acquisition,  use, or  disposition  of the company's
assets that could have a material effect on the financial statements.

Because  of  the  inherent   limitations  of  internal  control  over  financial
reporting,  including  the  possibility  of  collusion  or  improper  management
override of controls,  material  misstatements  due to error or fraud may not be
prevented or detected on a timely basis. Also,  projections of any evaluation

                                       34
<PAGE>

of the effectiveness of the internal control over financial  reporting to future
periods are subject to the risk that the controls may become inadequate  because
of changes in conditions,  or that the degree of compliance with the policies or
procedures may deteriorate.

In our opinion,  management's  assessment that the Company maintained  effective
internal  control over  financial  reporting as of December 31, 2004,  is fairly
stated, in all material respects,  based on the criteria established in INTERNAL
CONTROL  -  INTEGRATED   FRAMEWORK   issued  by  the   Committee  of  Sponsoring
Organizations  of the  Treadway  Commission.  Also in our  opinion,  the Company
maintained, in all material respects,  effective internal control over financial
reporting as of December 31, 2004, based on the criteria established in INTERNAL
CONTROL  -  INTEGRATED   FRAMEWORK   issued  by  the   Committee  of  Sponsoring
Organizations of the Treadway Commission.

We have also  audited,  in accordance  with the standards of the Public  Company
Accounting   Oversight  Board  (United  States),   the  consolidated   financial
statements as of and for the year ended December 31, 2004 of the Company and our
report  dated  February  28,  2005  expressed  an  unqualified  opinion on those
financial statements.

/s/ DELOITTE & TOUCHE LLP
Chicago, Illinois
February 28, 2005


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of the ServiceMaster Company

We have audited the accompanying  consolidated  statements of financial position
of The ServiceMaster Company and subsidiaries (the "Company") as of December 31,
2004  and  2003,  and  the  related   consolidated   statements  of  operations,
shareholders'  equity,  and cash flows for each of the three years in the period
ended December 31, 2004. These financial  statements are the  responsibility  of
the Company's  management.  Our responsibility is to express an opinion on these
financial statements 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.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

In our opinion, such consolidated financial statements present fairly, in all
material respects, the financial position of the ServiceMaster Company and
subsidiaries as of December 31, 2004 and 2003, and the results of their
operations and their cash flows for each of the three years in the period ended
December 31, 2004, in conformity with accounting principles generally accepted
in the United States of America.

We have also  audited,  in accordance  with the standards of the Public  Company
Accounting  Oversight Board (United States),  the effectiveness of the Company's
internal control over financial  reporting as of December 31, 2004, based on the
criteria  established in INTERNAL  CONTROL - INTEGRATED  FRAMEWORK issued by the
Committee of Sponsoring  Organizations of the Treadway Commission and our report
dated  February  28,  2005  expressed  an  unqualified  opinion on  management's
assessment of the effectiveness of the Company's internal control over financial
reporting  and an  unqualified  opinion on the  effectiveness  of the  Company's
internal control over financial reporting.

/s/ DELOITTE & TOUCHE LLP
Chicago, Illinois
February 28, 2005


                                       35
<PAGE>

<TABLE>


QUARTERLY CASH DIVIDENDS AND PRICE PER SHARE DATA

                                                    2004                               2003                        2002
-----------------------------------------------------------------------------------------------------------------------------
<S>                                            <C>          <C>                   <C>         <C>                    <C>
Cash Dividends Per Share:                                   % Chg                              % Chg
First Quarter                                  $0.105         0%                  $0.105         5%                   $0.10
Second Quarter                                  0.105         0                    0.105         5                     0.10
Third Quarter                                    0.11         5                    0.105         0                    0.105
Fourth Quarter                                   0.11         5                    0.105         0                    0.105
-----------------------------------------------------------------------------------------------------------------------------
                                                $0.43         2%                   $0.42         2%                   $0.41
=============================================================================================================================
</TABLE>
<TABLE>

The following table sets forth the quarterly  prices of  ServiceMaster's  common
stock, as reported on the New York Stock Exchange Composite Transactions:

                                             2004                            2003                           2002
-----------------------------------------------------------------------------------------------------------------------------
<S>                                 <C>             <C>             <C>             <C>            <C>             <C>
Price Per Share:                     HIGH            LOW             High            Low            High            Low
First Quarter                       $12.05          $10.65          $11.41          $8.95          $14.50          $13.16
Second Quarter                      12.50           11.35           10.95            8.97           15.50          12.70
Third Quarter                       13.25           11.12           10.73            9.35           13.63          10.30
Fourth Quarter                      13.87           12.30           12.10           10.20           12.15           8.89

</TABLE>


MANAGEMENT CERTIFICATIONS
In May 2004, the Company submitted to the New York Stock Exchange the Annual CEO
Certification  required  by Section  303A.12(a)  of the New York Stock  Exchange
Listed  Company  Manual.  The Company has also filed,  as exhibits to its Annual
Report on Form 10-K for the year ended December 31, 2004, the  certifications of
its Chief Executive  Officer and Chief Financial Officer required by Section 302
of the Sarbanes-Oxley Act of 2002.


                                       36
<PAGE>