Herbert V. Kohler, Jr., et al. - Page 38

                                        -38-                                          
               Mr. Grabowski used the income approach and the market                  
          approach to value the Kohler stock.  Under the income approach,             
          Mr. Grabowski used the DCF method, the discounted dividend                  
          method, and the adjusted discounted dividend method.  Mr.                   
          Grabowski used the management plan to perform these analyses                
          because he considered it the most accurate estimate of the future           
          performance of the company.                                                 
               Under the market approach, Mr. Grabowski used the guideline            
          publicly traded company method.  He identified publicly traded              
          companies in each market segment in which Kohler operated and               
          applied valuation multiples to these entities to estimate the               
          value of each Kohler market segment.  He then weighted the                  
          valuation conclusion as to each segment of the business based on            
          the relative portion of Kohler’s business that the segment                  
          comprised.  Mr. Grabowski did not use the cost approach because             
          Kohler was a growing and profitable business that was likely                
          worth more than the values of its assets.                                   
               Mr. Grabowski then considered each of the values he had                
          determined and found that they all resulted in values fairly                
          close to each other.  He assessed the strengths and weaknesses of           
          each method and ultimately decided that the adjusted discounted             
          dividend method was the most appropriate method because it                  
          reflected the actual cash flows a shareholder could expect to               
          receive.  The adjusted discounted dividend method also reflected            






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