1262768--3/21/2006--JOHNSONDIVERSEY_HOLDINGS

related topics

{debt, indebtedness, cash}

{investment, property, distribution}

{condition, economic, financial}

{cost, regulation, environmental}

{operation, international, foreign}

{acquisition, growth, future}

{financial, litigation, operation}

{personnel, key, retain}

{cost, operation, labor}

{property, intellectual, protect}

{competitive, industry, competition}

We may not realize the anticipated cost savings from our restructuring initiatives. Holdings is a holding company with no operations and no assets other that its investments in subsidiaries. Our substantial indebtedness may adversely affect our financial health. We require a significant amount of cash to service our indebtedness. The ability to generate cash depends on many factors beyond our control. The indentures for our senior discount notes, JDI s senior subordinated notes and JDI s senior secured credit facilities and the stockholders agreement among us, Holdco and Unilever restrict our and JDI s ability to engage in some business and financial transactions. Indentures for our senior discount notes Indentures for JDI s senior subordinated notes JDI s senior secured credit facilities We face significant competition and will face more competition in the future. The volatility of our raw material costs may adversely affect our operations. We may lose substantial amounts in agency fees if JDI s sales agency agreement with Unilever is terminated. If we are unable to keep and protect our intellectual property rights, our ability to compete may be negatively impacted. We are subject to risks related to our operations outside the United States. Fluctuations in exchange rates may materially adversely affect our business, financial condition, results of operations and cash flows. If we are unable to retain key employees and other personnel, our operations and growth may be adversely affected. We are subject to a variety of environmental and product registration laws that expose us to potential financial liability and increased operating costs. We will not receive indemnification from Unilever for breaches of warranty or for environmental costs under the acquisition agreement until the aggregate amount of damages exceeds agreed dollar thresholds. Descendants of Samuel Curtis Johnson beneficially own the majority of our common equity interests and the common equity interests of SCJ, with which we have material arrangements. Our relationship with SCJ is important to our future operations. Our relationship with Unilever is important to our future operations. Some decisions affecting our business require approval of Unilever. General economic downturns are likely to have an adverse impact on our business, financial condition, results of operations and cash flows.

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1262768--3/21/2006--JOHNSONDIVERSEY_HOLDINGS_INC