Herbert V. Kohler, Jr., et al. - Page 29

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                    2. Dr. Hakala’s Valuation Processes and Methodologies             
               Dr. Hakala’s background research on Kohler was limited.  He            
          met with Kohler management just once, for about 2-1/2 hours.  He            
          did obtain financial information from the company including both            
          the operations plan and management plan, however, and also                  
          considered industry information.                                            
               Dr. Hakala used two of the three traditional approaches to             
          business valuation, the income approach and the market approach.            
          We agree with his decision not to use the third approach, the               
          cost approach, which is best suited for asset-intensive                     
          businesses rather than going concerns.  Like petitioners’                   
          experts, he also did not consider any actual sales of Kohler                
          stock in his analysis.  We shall briefly describe Dr. Hakala’s              
          use of the income approach and the market approach.                         
               Dr. Hakala used only one method under the income approach,             
          and it was not a dividend-based method.  He used only a                     
          discounted cash flow (DCF) method.9  Dr. Hakala stated that the             
          DCF method was the most accurate method and was convinced of the            
          redundancy or unreliability of dividend-based methods.10                    

               9The DCF method discounts to present value the expected                
          future income of the corporation to generate a value for the                
          business and the stock.                                                     
               10Dividend-based methods, in contrast to the DCF method,               
          generally value the stock based on the expected future dividends            
          to be received on the stock.  Some dividend-based methods also              
          take into account the probability of possible liquidity events              
                                                             (continued...)           





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