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Investor Presentation January 18, 2007

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Page 1: Investor Presentation

Investor PresentationJanuary 18, 2007

Page 2: Investor Presentation

2

Forward Looking Statement

All information in this presentation, including forward-looking statements, is current as of the date of this presentation. Certain statements made or incorporated by reference in this presentation made by Company employees reflect management's estimates and beliefs and are intended to be Forward-Looking Statements for purposes of the safe harbor provisions ofthe Private Securities Litigation Reform Act of 1995. These statements are based on certain assumptions that the Company has made in light of its experience in the industry as well as its perspective of historical trends, current conditions, expected future developments and other factors it believes are appropriate under the circumstances. Actual results may differ materially from the anticipated results because of certain risks and uncertainties. In addition, the actual results for Fiscal Year 2006 are subject to audit. For a discussion of some of the important factors that could cause the Company's results to differ from those expressed in, or implied by, the following forward-looking statements, please refer to the Company’s reports and other documents filed with the Securities and Exchange Commission. The Company does not undertake any obligation to update such forward-looking statements. This presentation includes certain non-GAAP financial measures, which exclude significant items and therefore have material limitations. Reconciliations of such non-GAAP measures to the most comparable GAAP financial measures are set forth in the footnotes or Appendix hereto.

Page 3: Investor Presentation

3

Bath and Plumbing Overview

Key BrandsKey Brands Key ProductsKey ProductsSegmentSegment HighlightsHighlights

FY 2006 Sales $766.6 Million

Bath

Plumbing

FY 2006 $1,202.4 Million Sales

FY 2006 Sales $435.8 Million

§ Whirlpool Baths

§ Spas

§ Bathroom Suites(sinks, toilets, tubs, etc.)

§ Shower Enclosures

§ Specification Drainage

§ Backflow Preventers & Valves

§ Plumbing Systems & Commercial Faucets

§ PEX Piping

§ Global leader in Whirlpool Baths and Spas

§ Consumer and Residential Focus

§ 47% International Sales

§ Increasing Market Penetration

§ Commercial and Institutional Focus

§ Broad Product Portfolio

§ Strong and Consistent Cash Flows

§ High Market Shares in Growing Markets

§ North American Market is 98% of sales

Page 4: Investor Presentation

4

$646.5

$788.4 $780.8 $766.6

$0$100$200$300$400$500$600$700$800$900

$1,000

FY 2003 FY 2004 FY 2005 FY 2006

Net Sales / YOY % Growth

18.0%

21.9%

(1.0%)

$39.4

$72.5

$50.2$61.5

$0$10$20$30$40$50$60$70$80$90

$100

FY 2003 FY 2004 FY 2005 FY 2006

EBITDA Before Restructuring% of Sales

6.1%

9.2%

$256.9

$300.2 $326.0$308.4

$0

$50

$100

$150

$200

$250

$300

$350

FY 2003 FY 2004 FY 2005 FY 2006

11.5%

20.2%

10.6%

Bath Segment Data

(1) Excludes restructuring and other charges – (See Appendix)(2) Operating Income before restructuring and other charges, plus depreciation and amortization – (See Appendix)(3) 12 month avg (Net PPE + Current Assets + Goodwill – Current Liabilities)(4) Last twelve months Operating Income before restructuring and other charges/Avg Capital Employed

($ in millions)

$29.6

$60.7

$34.6

$45.5

$0

$10

$20

$30

$40

$50

$60

$70

FY 2003 FY 2004 FY 2005 FY 2006

4.6%

Average Capital Employed(3)

ROCE % (4)

Operating Income(1)

Income % Margin

Bath

(2)/

6.4%

7.7%

4.4%

14.8%8.0%

5.9%

(1.8%)

Page 5: Investor Presentation

5

1.0%

$223.1 $221.7$242.5

$256.9

$0

$25

$50

$75

$100

$125

$150

$175

$200

$225

$250

$275

FY 2003 FY 2004 FY 2005 FY 2006

Net Sales / YOY % Growth(1)

EBITDA Before Restructuring(2)/% of Sales

Average Capital Employed(3)/ROCE % (4)

$268.0 $308.0

$353.1

$435.8

$0

$50

$100

$150

$200

$250

$300

$350

$400

$450

$500

FY 2003 FY 2004 FY 2005 FY 2006

$59.3$66.3

$80.5

$95.3

$0

$10

$20

$30

$40

$50

$60

$70

$80

$90

$100

FY 2003 FY 2004 FY 2005 FY 2006

22.1%

21.5%

22.8%

24.0%

27.4%

Plumbing Segment Data

(1) FY 2003 excludes impact related to the sale of technology licens e for $8.6 million – (See Appendix)(2) Operating Income before restructuring, plus depreciation and amortization – (See Appendix)(3) 12 month avg (Net PPE + Current Assets + Goodwill – Current Liabilities)(4) Operating Income before restructuring/Avg Capital Employed

($ in millions)

$53.5 $60.7

$75.3

$90.9

$0

$10

$20

$30

$40

$50

$60

$70

$80

$90

$100

FY 2003 FY 2004 FY 2005 FY 2006

20.0%

19.7%

Operating Income(1)

Income % Margin

Plumbing

4.0%

14.9%14.6%

19.7%

31.1%

35.4%

23.4%

21.9%

20.9%

Page 6: Investor Presentation

6

Declining Net Debt*

ü Near historic low net debt levels at September 30, 2006

ü Improved coverage ratios

ü Ability to pursue bolt-on acquisitions and growth investments at ZURN

0

200

400

600

800

1,000

1,200

FY 2001 FY 2002 FY 2003 FY 2004 FY 2005 FY 2006* For fiscal years 2006, 2005, 2004, 2003, 2002 and 2001, net debt was calculated by summing notes payable ($19.8 million, $22.0 million, $21.1 million, $23.5 million, $15.3

million, $12.0 million), current portion of long- term debt ($1.7 million, $1.5 million, $3.9 million, $25.2 million, $275.9 million, $436.5 million) and long-term debt ($381.8 million, $383.5 million, $446.8 million, $451.4 million, $516.9 million, $778.3 million) and subtracting cash & cash equivalents ($147.2 million, $110.2 million, $39.6 million, $31.2 million, $32.1 million, $65.2 million) and restricted cash collateral accounts--current ($12.4 million for FY 2005, $142.9 million for FY 2002) and non-current ($15.4 million for FY 2002, $4.4 million for FY 2001).

($ in millions)

$1,157.2

$617.7

$468.9$432.2

$284.4$256.1

Page 7: Investor Presentation

7

Whirlpool BathsWhirlpool BathsSpasSpas

Other ProductsOther Products Major Brand NamesMajor Brand Names

Leading products with global brand recognition.Leading products with global brand recognition.

Bath Products Segment

®

Page 8: Investor Presentation

8

Market Environment

9.9%AmericanStandard

11.1%Jacuzzi

13.8%Kohler

15.9%Masco

30.6%Others

18.7%Other

Leaders

4.1%

3.9%

3.9%

3.6%

3.2%

Crane

MAAX

Tomkins

Elkay

Mansfield

US Plumbing Fixture Market Share, 2005

($5.1 billion)

Source: Fredonia Group, Inc., US Plumbing Fixtures and Fitting Report, published 4/2006

Page 9: Investor Presentation

9

Bath - Global Operations

United Kingdom

France Italy

Chile

Zhuhai,China

United States

Spain

Bahrain

Manufacturing Facilities

Sales Offices

Sourcing & Engineering

Bath

Malta

Brazil

Page 10: Investor Presentation

10

Sales by Geography

FY 2006 Sales – Bath

Sales by Segment Sales by Primary Channel

Sales by Product Type

Source: Company data -- based on available 2006 data. (1) Other includes South America and Asia.(2) Other primarily includes accessories, spare parts, and faucets.

New Construction30%

Remodeling68%

Mass Merchant23%Wholesale

38%

Specialty Retail37%

Sinks8%

ShowerSystems

11%

Spas29%

All Others(2)

6%Whirlpool

Baths37%

SanitaryWare9%

All Others3%

UK23%

North America53%

Excludes Spa (largely remodeling)

(1)

Bath

Other2%

Other2%

Western Europe16%

11

Eastern Europe5%

Page 11: Investor Presentation

11

Leading Global Market Positions

Whirlpool Bath Market Share - Europe

Therapy Bath Market Share – U.S. Spa Market Share – U.S.

Spa Market Share - Europe

Jacuzzi28%

American Standard18%

All Others16%

Lasco/Tomkin6%

MAAX7%

Kohler17%

All Others68%

Jacuzzi /Sundance 17%

Hot Springs15%

Jacuzzi Europe 10.5%

V &B 4.0%

Total Market = 589,907 Units

Sanitec 3.9%

Teuco 3.9%

San Plast 2.7%

All Others 55.5%

Jacuzzi/Sundance14%

Spaform 6%

Hydropool 5%

Beachcomer 5%All Others50%

Total Market = 330,000 Units

Source: GB Consult 2004 Data; Company actual. Industry growth estimates by Freedonia2004

Hot Springs13%

Source: GB Consult 2005 data – 30 countries; Company estimates Source: GB Consult 2004 data – 14 countries; Company estimates

Spa Tech 5.9%

Jacuzzi is a market share leader in all segments.Jacuzzi is a market share leader in all segments.

Source: Aristech LLC 2004 data - extrapolated from acrylic sheet sales; Company estimates

Bath

Roca 6.7%

Am Std 2.2%

D-one 7%

Total Market = 29,600 Units

Bronte Whirlpool 2.3%

Crane3%

Masco5%

Novellini 2.4%

Total Market = 1 Million Units

Page 12: Investor Presentation

12

Innovative Design

Page 13: Investor Presentation

13

Astracast

Page 14: Investor Presentation

14

Global Market Overview

§ Sluggish U.K market continuing in 2007

§ Growth in Eastern Europe and Franceü Helping to offset softness in

rest of Europe

§ United Statesü Whirlpool bath sales 2.1%

growth in FY ’06• Residential housing market

softeningü Spa sales increased 1.8%

FY ’06 vs. 30-40% estimated industry sales decline in unit volume• Margins off – recent

improvement

§ Volatile material costs Bath

Page 15: Investor Presentation

15

Strategic Value Focus

Bath

INITIATIVES

ü Applying ZURN model, with a focus on low-cost sourcing (China and Brazil)

ü Downsized Dallas

ü Closed Singapore sales office

ü Downsize or consolidate other bath operations

ü Expanding Brazilian facility for sourcing

CHALLENGES

ü Contain/Reduce SG&A costs

ü Achieve 150 bpimprovement in EBITDA (annualized)

Page 16: Investor Presentation

16

Strategic Value Focus

Bath

INITIATIVES

ü Strong management team

ü Eliminated matrix management

ü JACUZZI licensing program

ü Introduced premium J-400 spa collection

ü Allocated space in 120 designer showrooms with nation’s largest wholesalers

CHALLENGES

ü Stabilize U.S. operations

ü Promote brand

Page 17: Investor Presentation

17

Plumbing Segment

Plumbing

Page 18: Investor Presentation

18

0

100,000

200,000

300,000

400,000

500,000

600,000

1994 1996 1998 2000 2002 2004

Year

Sp

end

($ in

mill

ion

s)Market Environment

Firming Market Environment Firming Market Environment

• Low cost producer

• Successful new product innovation

• Strong end user focus – “get in the spec”

• National service center network

• Leading market positions and commercial brand names

Success Driven by Business ModelSuccess Driven by Business Model

Source: U.S. Census Bureau updated January 1, 2006

Plumbing

Growth Rate of Non Residential Construction Spending

Page 19: Investor Presentation

19

PEX Piping & Radiant Heating Systems

Plumbing

Page 20: Investor Presentation

20

Storm Water Drainage

Page 21: Investor Presentation

21

Water Safety

Plumbing

§ Simple design§ Precise flow control§ Efficient § Cost effective§ Fail safe

Page 22: Investor Presentation

22

Waterworks

12” Model 350/350DA Backflow

Page 23: Investor Presentation

23

Zurn One Systems Value

§ Ease of specification for engineer

§ Saves time and labor for the mechanical contractor

§ Entire installation backed by Zurn

§ Reduces channel cost for wholesalers

§ Peace of mind for owner

Page 24: Investor Presentation

24

Zurn Commercial Brass

§ Flushometersü Manualü Sensor

§ Faucets and Shower Valvesü Ceramic cartridgeü Meteringü Sensor

Page 25: Investor Presentation

25

Plumbing Strategic Focus

§ Maintain leadership in specification drain market

§ Expand product bundle to increase share in key segments

§ Focus on commercial and industrial marketsü Food serviceü Healthcareü Water quality

§ Increase investment in new products

§ Consider strategic acquisitions

Plumbing

Page 26: Investor Presentation

Financial Results

Page 27: Investor Presentation

27

Adjusted Earnings from Continuing Operations

$ EPS $ EPSEarnings from continuing operations 43.8$ 0.56$ 58.0$ 0.76$

Restructuring and other charges, net of tax 3.9 0.05 5.3 0.07

47.7 0.61 63.3 0.83

Adjustment to retirement benefits, net of tax 1.6 0.02 - -

Gain from ruling on environmental site, net of tax (1.9) (0.02) - -

Foreign currency loss, net of tax 0.9 0.01 - -

Gain from the settlement of a property tax liability, net of tax (1.2) (0.02) - -

Net non-operating asset gains, net of tax (5.1) (0.07) - -

Non-cash reserve for deferred tax assets 15.9 0.21 - -

CEO retirement agreement, net of tax 1.4 0.02 - -

Italian tax interest income, net of tax (1.4) (0.02)

Italian tax reserve adjustment (14.0) (0.18)

Gain on sale of business, net of tax - - (24.7) (0.32)

Debt retirement costs, net of tax - - 1.8 0.02

Tax benefit on audit settlement - - (8.8) (0.12)

Adjusted earnings from continuing operations 43.9$ 0.56$ 31.6$ 0.41$

2006 2005Twelve Months Ended September 30,

Page 28: Investor Presentation

28

Net Debt

Net Debt is Total Debt Less Cash and Cash Equivalents and Restricted Cash Collateral Accounts

September 30, 2006 September 30, 2005

($ In Millions)

Notes payable $ 19.8 $ 22.0

Current maturities of long-term debt 1.7 1.5

Long term debt 381.8 383.5

Total debt 403.3 407.0

Less:

Cash and cash equivalents 147.2 110.2

Restricted cash collateral accounts - 12.4

Net debt $ 256.1 $ 284.4

Page 29: Investor Presentation

29

$0

$5

$10

$15

$20

$25

FY 2001 FY 2002 FY 2003 FY 2004 FY 2005 FY 2006

Annual FY Capital Expenditures

$18

($ in millions)

ü FY 2006 capital expenditures $13 mm

ü Depreciation approximately $18 - 20 mm per annum

ü Annual maintenance capital $8 - $12 mm

ü Invest in cost reductions and profit improvement projects

$18

$15

$23

$13

$23

Page 30: Investor Presentation

Appendix

Page 31: Investor Presentation

31

EBITDA

Operating Income $ 94.4 $ 103.6

Depreciation and Amortization $ 26.3 $ 24.4Restructuring $ 9.4 $ 6.0

EBITDA Before Restructuring(1) $ 130.1 $ 134.0

FY 2005 FY 2006

(1) EBITDA is Operating Income before Restructuring, plus Depreciation and Amortization.

($ in millions)

Page 32: Investor Presentation

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Operating income 25.3 57.2 30.1 38.5

Restructuring and other charges 4.3 3.5 4.5 7.0

Adjusted operating income 29.6 60.7 34.6 45.5

EBITDA Before Restructuring and Other Charges

Adjusted Operating Income

FY 2003 FY 2004 FY 2005 FY 2006

Operating income 25.3 57.2 30.1 38.5

Depreciation and amortization 9.8 11.8 15.6 17.2Restructuring and other charges(1) 4.3 3.5 4.5 5.8

EBITDA before restructuring 39.4 72.5 50.2 61.5

(1) Excludes $1.2 million of accelerated depreciation already included in depreciation and amortization added back above.

FY 2003 FY 2004 FY 2005 FY 2006

Bath

$ $ $$

$ $ $$

$ $ $$

$ $ $$

($ in millions)

Page 33: Investor Presentation

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Operating income 62.1 60.7 75.3 90.9

Sale of technology license (8.6) - - --

Adjusted operating income 53.5 60.7 75.3 90.9

EBITDA Before Restructuring and Other Charges

Adjusted Operating Income

FY 2003 FY 2004 FY 2005 FY 2006

Operating income 62.1 60.7 75.3 90.9

Depreciation and amortization 5.8 5.6 5.2 4.4Sale of technology license (8.6) - - -

EBITDA before restructuring 59.3 66.3 80.5 95.3

FY 2003 FY 2004 FY 2005 FY 2006

Plumbing

$ $ $$

$ $ $$

$ $ $$

$ $ $$

($ in millions)