Fitch: SC Johnson's Sen Nts Lowered to 'BBB+', Outlook Stable After Acquisition Agreement.

Business Editors

NEW YORK--(BUSINESS WIRE)--Nov. 15, 2002

S.C. Johnson & Son, Inc.'s (SC Johnson) $960 million senior unsecured debt is lowered to 'BBB+' from 'A-' and is removed from Rating Watch Negative where it was placed on Oct. 17, 2002. The Rating Outlook is Stable. This action follows the announcement that SC Johnson has signed a definitive agreement to acquire the household insecticide business of Bayer AG for Euros 725 million. The company's 'F2' commercial paper rating is affirmed.

The rating downgrade reflects the increased leverage and weakened credit profile of SC Johnson pending the completion of the acquisition as a significant portion of the purchase price will be funded with debt. Fitch anticipates that credit measures will improve as SC Johnson uses cash flow generation to reduce outstanding debt over the next two years. The transaction is subject to certain regulatory approvals in various countries and is expected to close prior to Dec. 31, 2002 in most countries.

Bayer AG's household insecticide business includes the Baygon insecticide and Autan repellant brands, and generates annual sales of about Euros 400 million. The principal markets for these products are in Asia, Latin America and Europe. The acquisition will strengthen SC Johnson's already significant insecticides business as the largest producer of consumer insecticides and repellants with its Raid and OFF! brands. In addition, the acquisition will broaden SC Johnson's product portfolio and geographic diversity. Of concern is that the integration causes disruption to the company's business or that SC Johnson does not realize the expected synergies from the combination. However, SC Johnson has an extensive understanding of the insecticide business and the operations being acquired are primarily located outside the U.S. market. This implies that there will be limited disruption to SC Johnson's businesses as a significant portion of the company's revenues are generated in the U.S.

SC Johnson continues to benefit from its portfolio of leading brands across broad product categories including air care, cleaners and furniture/floor, insect control and home storage, none of which accounts for more than 25% of total revenues. Ten of the company's leading brands, including Glade, Pledge, Windex, Scrubbing Bubbles, Shout, Vanish, Ziploc, Raid, OFF! and Edge/Skintimate, hold number one market position in the U.S., while several others maintain strong number two or three positions. Products are sold in over 100 countries worldwide. S.C. Johnson is a privately held company which is still controlled by the Johnson family.