For further information contact:
                                         Steve Bono (COM) 630.663.2150
                                         Ernie Mrozek (CFO) 901.766.1268
                                         Bruce Byots (IR) 630.663.2906


FOR IMMEDIATE RELEASE
January 21, 2005


                 SERVICEMASTER ANNOUNCES RESOLUTION OF IRS AUDIT
                 -----------------------------------------------

     DOWNERS  GROVE,  Illinois,  January  21, 2005 - The  ServiceMaster  Company
(NYSE:SVM) today announced it has 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 current  examination  covered
numerous  matters,  including the tax consequences  resulting from the Company's
reincorporation  in 1997,  and the sale of its Management  Services  business in
November 2001. The principal terms of the settlement are as follows:

     1.   It affirms 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.   It increases  taxes and interest due on the 2001 sale of the Company's
          Management  Services  business.  This occurs  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.   It resolves all other matters in the years under review.





     In aggregate,  the settlement is expected to result in net cash outflows by
the end of  2005  of  approximately  $63  million  (including  $12  million  for
interest,  net of tax),  which will be paid using existing  resources and is not
expected to impair the Company's financial  flexibility.  These outflows will be
substantially  offset by incremental future tax benefits totaling  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 the  settlement,  a portion of the  Company's  recorded  tax
reserves are no longer necessary. In addition, 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,  will now be  recorded.  On a combined
basis, this will result in a non-cash reduction in the Company's 2004 income tax
provision  and a  corresponding  increase  in 2004  consolidated  net  income of
approximately $160 million or $.53 per share.

     The  taxability  of dividends  paid in 2001 and 2003 remains as  previously
reported.  Dividends  paid for 2002,  which  were  originally  reported  as 100%
taxable,  are now  approximately 60% taxable.  Information  relating to the 2002
dividend will be made available to shareholders this year.

     Dividends paid during 2004 will be 68% taxable,  very closely approximating
the estimate provided by the Company last February.  Forms 1099 for 2004 will be
distributed later this month. The non-taxable portion of the dividend payment is
treated  as  a  non-taxable  return  of  capital,   which  generally  reduces  a
shareholder's cost basis in the shares.





     The Company is finalizing  its estimate of the  taxability of the dividends
expected  to be paid during  2005,  and will  provide  that  information  in its
release of year-end results in February.

     Any questions  regarding the taxability of dividends  should be directed to
Catherine   Cappuzzello,   Director   of  Federal  and   International   Tax  at
630-663-2181, or Bruce Byots, Vice President of Investor Relations 630-663-2906.


     ServiceMaster  currently provides  outsourcing  services for more than 10.5
million  residential and commercial  customers.  As America's Service Brands for
Home and Business,  the core service  capabilities  of the Company  include lawn
care and landscape maintenance,  termite and pest control, plumbing, heating and
air conditioning services (HVAC),  cleaning and disaster restoration,  furniture
repair and home warranty.

     These services are provided  through a network of over 5,400  company-owned
and franchised service centers and business units operating under leading brands
which  include  Terminix,   TruGreen  ChemLawn,   TruGreen  LandCare,   American
Residential Services, Rescue Rooter, American Mechanical Services, ServiceMaster
Clean, American Home Shield, AmeriSpec, Merry Maids and Furniture Medic.