X0202 4 2004-10-28 1 0000837173 WALTER INDUSTRIES INC /NEW/ WLT 0000901651 KKR ASSOCIATES C/O KOHLBERG KRAVIS ROBERTS & CO. 9 WEST 57TH STREET, SUITE 4200 NEW YORK NY 10019 0 0 1 0 0001205970 GREENE JAMES H JR C/O KOHLBERG KRAVIS ROBERTS & CO. 9 WEST 57TH STREET, SUITE 4200 NEW YORK NY 10019 0 0 1 0 0001081714 KRAVIS HENRY R C/O KOHLBERG KRAVIS ROBERTS & CO. 9 WEST 57TH STREET, SUITE 4200 NEW YORK NY 10019 0 0 1 0 0001192062 RAETHER PAUL E C/O KOHLBERG KRAVIS ROBERTS & CO. 9 WEST 57TH STREET, SUITE 4200 NEW YORK NY 10019 0 0 1 0 0001081715 ROBERTS GEORGE R C/O KOHLBERG KRAVIS ROBERTS & CO. 9 WEST 57TH STREET, SUITE 4200 NEW YORK NY 10019 0 0 1 0 0001206581 GOLKIN PERRY C/O KOHLBERG KRAVIS ROBERTS & CO. 9 WEST 57TH STREET, SUITE 4200 NEW YORK NY 10019 1 0 1 0 0001081716 STUART SCOTT M C/O KOHLBERG KRAVIS ROBERTS & CO. 9 WEST 57TH STREET, SUITE 4200 NEW YORK NY 10019 0 0 1 0 0001206780 GILHULY EDWARD A C/O KOHLBERG KRAVIS ROBERTS & CO. 9 WEST 57TH STREET, SUITE 4200 NEW YORK NY 10019 0 0 1 0 0001182415 MICHELSON MICHAEL W C/O KOHLBERG KRAVIS ROBERTS & CO 9 WEST 57TH STREET, SUITE 4200 NEW YORK NY 10019 0 0 1 0 Common Stock 2004-10-28 4 S 0 4374755 16.35 D 1092488 I See Notes Common Stock 2004-10-28 4 J 0 1092488 16.1575 D 0 I See Notes Common Stock 2004-10-28 4 S 0 28988 16.35 D 7239 I See Notes Common Stock 2004-10-28 4 J 0 7239 16.1575 D 0 I See Notes Common Stock 2004-10-28 4 S 0 106051 16.35 D 26484 I See Notes Common Stock 2004-10-28 4 J 0 26484 16.1575 D 0 I See Notes Common Stock 2004-10-28 4 S 0 3490206 16.35 D 871594 I See Notes Common Stock 2004-10-28 4 J 0 871594 16.1575 D 0 I See Notes Shares sold pursuant to a registered offering. These shares are directly owned by JWC Associates, L.P. ("JWC"). KKR Associates, L.P. ("KKR Associates") is the general partner of JWC and in such capacity may be deemed to have beneficial ownership of the shares of common stock owned by JWC, but disclaims such beneficial ownership, except to the extent of its economic interest. Messrs. Henry R. Kravis, George R. Roberts, Michael W. Michelson, Paul E. Raether, James H. Greene, Jr., Perry Golkin, Scott M. Stuart and Edward A. Gilhuly are the general partners of KKR Associates, and in such capacity, may be deemed to have beneficial ownership of the shares of common stock that are owned or may be deemed to be owned by KKR Associates; however, each disclaims such beneficial ownership, except to the extent of his economic interest. Shares sold to the Issuer pursuant to a Stock Repurchase Agreement dated October 28, 2004. These shares are directly owned by JWC Associates II, L.P. ("JWC II"). KKR Associates is the general partner of JWC II and in such capacity may be deemed to have beneficial ownership of the shares of common stock owned by JWC II, but disclaims such beneficial ownership, except to the extent of its economic interest. These shares are directly owned by KKR Partners II, L.P. ("KKR Partners"). KKR Associates is the general partner of KKR Partners and in such capacity may be deemed to have beneficial ownership of the shares of common stock owned by KKR Partners, but disclaims such beneficial ownership, except to the extent of its economic interest. These shares are directly owned by Channel One Associates, L.P. ("Channel One"). KKR Associates is the general partner of Channel One and in such capacity may be deemed to have beneficial ownership of the shares of common stock owned by Channel One, but disclaims such beneficial ownership, except to the extent of its economic interest. One of the Reporting Persons, Perry Golkin, is also a director of the Issuer. Richard J. Kreider, Attorney-in-Fact for all reporting persons. 2004-11-01