Herbert V. Kohler, Jr., et al. - Page 40

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          certain sales of Kohler stock, transactions in the industry                 
          involving acquisitions of businesses with control premiums, and             
          published benchmark data.                                                   
               Mr. Grabowski then adjusted the value he determined for the            
          adjusted discounted dividend method to reflect the discounts for            
          lack of marketability and lack of control to determine that the             
          fair market value of the estate’s Kohler stock on the alternate             
          valuation date was $63,385,000.                                             
                    3.   Analysis                                                     
               We are impressed by the valuation methodologies and                    
          conclusions of Mr. Schweihs and Mr. Grabowski.  Both are                    
          certified appraisers who spent sufficient time with the company             
          and management to understand the Kohler business.  They used the            
          correct projection to value the business, the realistic and                 
          accurate management plan, as a result of their understanding of             
          Kohler.  They were also aware that the primary return a                     
          shareholder could expect from owning Kohler stock was from                  
          periodic dividends, and both made dividend methods an essential             
          component of their analyses.                                                
               We find that the estate’s experts have provided thoughtful,            
          credible valuations strongly supporting the value the estate                
          reported on its tax return.  We also find that the estate’s                 
          experts’ appraisals are more thorough and consistent with                   
          traditional appraisal methodologies for closely held companies              






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