Investor Presentation-February 2013

Zep Inc.
Company Overview

February 2013

Safe Harbor
This presentation and our commentary contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.
Specifically, forward-looking statements include, but are not limited to, statements relating to our future economic performance, business prospects,
revenue, income, and financial condition; and statements preceded by, followed by, or that include the words "expects," "believes," "intends," "will,"
"anticipates," and similar terms that relate to future events, performance, or our results. Examples of forward-looking statements in this presentation
and our commentary include but are not limited to: statements regarding the economic environment and the impact this environment has had or could
have on our current and/or future financial results; statements regarding our expectations for pricing actions and gross margin performance; statements
regarding benefits that we may realize from our acquisitions and our restructuring activities; statements regarding investments that may be made in the
future to grow our business, either organically or otherwise, in accordance with our strategic plan, or that may be made for other purposes; and
statements and related estimates concerning the benefits that the execution of our strategic initiatives are expected to have on future financial results.
In connection with the acquisition of Ecolab’s Vehicle Care Division (“Vehicle Care”), Zep Inc. has performed due diligence procedures on and reviewed
the financial results of Vehicle Care contained within this presentation and other related oral and written releases of information. The financial results of
Vehicle Care discussed herein represent results of Vehicle Care for the twelve month period beginning July 1, 2011 and ended June 30, 2012. Vehicle
Care has operated as a division of a much larger, publically-held company, and has had no stand-alone interim audit or review requirements, and pre-
acquisition due diligence procedures must not be considered a substitute for such. Because the twelve month period reflected in the results presented
herein has been neither audited by nor subject to the review of an independent audit firm, the financial results presented herein are preliminary and
subject to adjustment. Therefore, this financial information should be considered preliminary as actual historical financial results of Vehicle Care could
differ materially from these disclosures. Zep Inc. intends to file the financial statements of Vehicle Care required by Regulation S-X and Form 8-K as
they become available for filing with the Securities and Exchange Commission. These financial statements will not include a trailing twelve month period
ended June 30, 2012.
Our forward-looking statements are subject to certain risks and uncertainties that could cause actual results, expectations, or outcomes to differ
materially from our historical experience as well as our present expectations or projections. These risks and uncertainties include, but are not limited to:
economic conditions in general;
customer and supplier relationships and prices;
competition;
ability to realize anticipated benefits from strategic initiatives and timing of benefits, including those related to acquisition synergies and benefits;
market demand; and
litigation and other contingent liabilities, such as environmental matters.
A variety of other risks and uncertainties could cause our actual results to differ materially from the anticipated results or other expectations expressed
in our forward-looking statements. A number of those risks are discussed in Part I, "Item 1A. Risk Factors" of our Annual Report on Form 10-K for the
fiscal year ended August 31, 2012. We believe the forward-looking statements are reasonable; however, undue reliance should not be placed on any
forward-looking statements, which are based on current expectations. Further, forward-looking statements speak only as of the date they are made, and
we undertake no obligation to update publicly any of them in light of new information or future events.

© 2013 Zep Inc. - All rights reserved. 2

Zep Inc.

 Zep is a leading  Serve key end-markets
consumable packaged where our focus and scale
chemicals company provide a competitive
producing and
marketing of a wide advantage
% FY2012 Sales
variety of transportation – Transportation 37%
& maintenance 61%
– Industrial / MRO 24%
chemicals that help our
customers: – Other 39%

– Protect their assets
– Work more efficiently
– Provide a superior product
or experience to their
customers


Trusted Family of Brands for Over 75 Years

 We market over 4,000 formulas under a trusted
family of brands to over 200,000 customers

• Largest selection of • Broad product line of • Narrow line of
high-efficacy formulas specific use chemicals formulations
• Application expertise • Distributor focused • Specific use
• Small to bulk • Distributor packaging • Jan/San & Plumbing
packaging • Retail packaging

Broad Range of High Efficacy Formulas with Multiple Value Propositions

Consumable Packaged Chemicals Market

$75 Billion Global Opportunity Consistent Cash Flow

$19 Billion U.S. Opportunity Stability

1,000s of Small Suppliers Growth

Top 4 I&I Players < 25% Market Fragmentation
Share

Creating Opportunities Through Consolidation
* Estimated 5
© 2013 Zep Inc. - All rights reserved.

Transformation Largely Complete

Estimated U.S. Cleaning Zep Sales by Channel Zep Sales by Channel
Maintenance Chemicals August 2007 November 2012
Market ($19 Billion)
Distributors
1%

Retailers
Direct 13% Distributors
21% 21%

Distributors
44% Retailers Direct
18% 61%
Retailers Direct
35% 86%

Acquisitions and Organic Growth Have Driven Channel Shift
Market Data Source: Information compiled by Zep Inc. based on research provided by Kline & Company and the Automotive
Aftermarket Industry Association. Direct sales through Sales & Service organization.

Strategy: Compete Where We Can Win
Clear understanding of competitive positioning
and capabilities is value creating…
Focus on Key End Markets • Transportation, Food & Government

• Multi-channel distribution capability
• Focus on expanding distribution and
Expand Market Access retail
• Acquisitions accelerate market access

• Raw materials and supply chain
Drive Economies of Scale opportunities

• Create platforms that will drive
Generate Organic Growth organic growth and market share


New Platform Created: Zep Vehicle Care
Zep Vehicle Care
 Highly complementary organizations  Expanded access to market across North America
 A leader in $1 Billion market  Premier customer list
 Strong leadership team joining Zep  Nationwide sales and service

Strong Leadership
 Strong leadership team with considerable experience to join from both organizations
 Leaders from both organizations will drive integration
 Moving existing Zep vehicle care portfolio into new platform

Leading Brands

Extensive R&D and Technology
 Largest dedicated R&D staff in the industry
 Strong capabilities in formula development, dispensing, soil and water testing
 Differentiated innovation

Long-Term Financial Objectives

 $1 billion in revenue within 5 years
 Target of 50 bp annualized EBITDA margin
improvement
 11%-13% annualized EPS improvement
 Return on Invested Capital (ROIC) target of
15%+


Growing Sales, Profitably
($ Millions)

EBITDA Growth 31% CAGR
Strong Growth 9.3% CAGR EBITDA Margin 117 bps per year

$60 10%
$700 $646.0 $653.5 8.2%
$600 $568.5 $50 7.3%
$501.0 8%
$500 $40 6.0%
6%
$400 4.7%
$30
$300 $53.7
$47.5 4%
$20
$200 $33.9
$23.8 2%
$100 $10

$0 $0 0%
FY09 FY10 FY11 FY12 FY09 FY10 FY11 FY12


Growing EPS and ROIC

EPS Growth 33% CAGR ROIC Improved 80 bps

$0.98
9.8%
$0.78 9.2% 8.8%
8.0%
$0.61

$0.42

FY09 FY10 FY11 FY12 FY09 FY10 FY11 FY12

Fully diluted Earnings per Share, as reported Return on Invested Capital (ROIC) is calculated as after tax
operating profit divided by Invested Capital.

Strong/Consistent Cash Flow Generation
Strong FCF Important
Characteristic of Zep Model Use-of-Cash Strategies
$ Millions

$35  Fund normal operations
$30 $29.0  Fund $10-$12 Capital Spending
$24.2
$25 $22.9
SAP
 Fund dividend
$20 Capital
spend and
 Pay down long-term debt
increased
$15 working
capital
$10
$4.3 Noteworthy FCF
$5
Generation While
$0
FY09 FY10 FY11 FY12
Investing in Strategic
Growth Initiatives
Capex $7.5 $9.8 $8.9 $18.4
 $80 million in cumulative free cash
flow during the past four years
1) 2011 Free Cash Flow includes $0.9 million proceeds from the sale of property, plant, and equipment
2) Free Cash Flow is defined as Net Cash Provided by Operating Activities less Capital Expenditures plus Proceeds from Sale of Property Plant and Equipment.
12

Debt Position
$248.7

Net Debt $135.7 $115.6
Position
($mm)

 Net debt increased Q4 FY12
Actual
Q1 FY13
Actual
Q1 FY12
Actual

$113 million as a Covenants
result of acquisition 3.77x 4.25x
of vehicle care Debt to
2.58x

business EBITDA

 Expect fiscal 2013 Q4 FY12
Actual
Q1 FY13 Pro Covenant
Forma
interest expense = 1.87x 1.77x
$9 - $10 million Fixed 1.15x
Charge
Coverage
Ratio

Q4 FY12 Q1 FY13 Pro Covenant
Actual Forma

Priorities for 2013

 Integrate Ecolab Vehicle Wash Business and
Create Zep Vehicle Care
 Maximize the benefit from ERP system launched in
December 2012
 Drive cash flow from recent investments to pay
down debt

Cash Flow & Debt Reduction = Improved ROIC

Zep is a Solid Investment

 Differentiated strategy caters to “Right to Win” in our
markets
– Focus on key end markets
– Developed capabilities to serve customers in all channels
– Driving economies of scale in purchasing and supply
chain
– Creating platforms for organic growth
 Produces consistent cash flows that outgrow the
market

Considerable Upside Growth Opportunities

Zep’s Product Offering
Transportation Maintenance Jan San

Exterior/interior Lubricants, Penetrants, Air care, Cleaners, Hand
Cleaning, Vehicle Greases, Parts Washers, Cleaners, Degreasers,
Maintenance, Food Processing Floor Care, Carpet Care,
Protectants & Polishes, Cleaners/Sanitizers, Disinfectants,
Parts Cleaners, Metal Working, Sanitizers, Laundry,
Degreasers, Lubricants, Adhesives, Drain Care, Dispensing Systems,
Automatic Fleet Wash Pesticides/Herbicides, and more…
Equipment and Pressure Dispensing Systems,
Washers, and more…
and more…

Competitive Advantage to Serve the Market

Acquisition of Ecolab Vehicle Care
Division – Financial Impact

Zep Inc. Adjusted % Chg
Fiscal 2012 Ecolab Zep Inc. Proforma
$ Millions Reported Vehicle Care Fiscal 2012 vs.
8/31/12 TTM 6/30/12 Proforma Reported

Net Sales $653.5 $66.2 $719.8 10.1%

EBITDA $53.7 $13.0 $66.6 24%

% Margin 8.2% 19.6% 9.3% 110 bps

Modest EPS Accretion in FY13…
and $0.08 to $0.10 per share in FY14
After Integration is Completed

Acquisition of Ecolab Vehicle Care
Division – Financial Impact
Purchase Multiple Improvement
after Realized Synergies

9.2x  12-month
integration plan
 Expected synergies
$1.5 to $2 million
8.0x
 Attractive cash
flows
At Closing After Integration
is Complete

Fits with Long-Term Financial Objectives
and Strategy to Compete Where We Can Win

Acquisition Overview
Strategy
Strengthen our Leadership Position
 Expanding Access to Market through New Platforms and Tuck-ins
 Targeting Businesses with Revenues in the $50M - $150M Range

Acquisition Overview Brands Strategic Rationale
Amrep (2010) • Increases penetration of distribution channel
Specialty chemical formulator, packager of • Expands product portfolio
professional grade chemical products for • Strengthens presence in the automotive
Automotive, Fleet Maintenance, Industrial/MRO market
Supply, Institutional Supply, Motorcycle markets. • Adds additional manufacturing capabilities
Private Brands
• Delivers significant private label capabilities &
• Purchase price - $64 million relationships
• ~$105M in TTM revenue w/ attractive margins
• $6M in annualized synergies in FY’11

Waterbury (2010) • Expands access to distributors and specialty
A leading provider of air care delivery systems retailers
and products for facility maintenance. • Leverages the strength of the Amrep operating
platform
• Purchase price - $66M • Creates leadership position in the institutional
• ~$40M in TTM revenue; attractive margins and industrial air care market
• High-end of $2M to $3M est. in annualized
synergies in FY’12


Acquisition Overview

Acquisition Overview Brands Strategic Rationale
Niagara National (2010) • Anticipate leveraging the Zep North American
A leader in automatic truck wash systems, Sales and Service sales force to drive organic
pressure washers and water recovery systems. growth.
• Increase product and service offerings in
• Approximately $7 million in TTM revenue Vehicle Wash - a strategic Zep vertical.

Washtronics (2011) • Part of Zep Inc.'s Niagara National division.
A pioneer of automatic truck and fleet wash • Extends geographic customer access west.
systems and products. • Addition of brand expands Zep Inc.'s overall
transportation product portfolio.
• Approximately $1 million in TTM revenue

Hale Group Limited (2012) • Part of Zep Europe, highly complementary to
U.K.-based manufacturers and suppliers of existing European operations.
liquid, powder and aerosol chemicals and • Expected to expand Zep’s reach to a broad
solutions direct to industry and commercial range of industrial, commercial and public
laundries. sector customers both in the United Kingdom
and into export markets.
• ~USD$8 million in revenue for CY’11
Mykal Industries Limited (2012) • Part of Zep Europe, highly complementary to
U.K.-based manufacturer of cleaning and existing European operations.
degreasing products for European retail, “DIY” • Expected to further expand market access in
and professional distribution markets. Europe with an extended portfolio of well-
recognized branded and private label products
• ~USD$7 million in revenue for CY’11 as well as new retail and distribution channels.

Strengthening our Leadership Position
21

First Quarter 2013 Highlights

 Solid financial results
 Completed strategic acquisition and formed Zep Vehicle
Care – creating a leading vehicle care business with the
finest house of brands in the industry.
 Successful launch of our new ERP system.


1Q ‘13 Sales Drivers
$160.0
$3.5 $158.0
$158.0
 Growth from
$156.0 $2.1 ($0.8 ) previous
(millions)

($0.3 ) acquisitions and
$153.5 pricing was
$154.0
partially offset by
volume and
$152.0
foreign exchange
impacts.
$150.0

2.9% Revenue Growth

1Q’13 North American Sales Trends –
Channel and End-market Performance

End Market S&S Distribution Retail Total

Jan San / Institutional

Automotive Aftermarket

Industrial / MRO

Vehicle Wash

Food Processing

Government and Schools

Total
Note: End markets in order of sales volume.

Focusing on Stability in S&S and Growth in Dist. & Retail

1Q ‘13 Gross Profit Margin
Year-over-Year Quarter-to-Quarter
(10bp) +190bp

50.0% 48.0%
0.6% 47.4%

49.0% 47.0% 0.8%
1.0% ( 1.1%)
0.5%
48.0% 46.0%
47.5% 47.4% 45.5%

47.0% 45.0%

46.0% 44.0%
1Q 12 Material Mfg. 1Q 13 4Q 12 Business Material Mfg. 1Q 13
Margin Mix Margin


Items Affecting Gross Margin in 2013

 Q2 Historically lowest gross margin
– Sequentially, Q2 is 200 basis points lower than Q1
 Gross margin continues to fluctuate based on:
Items Affecting Gross Margin Expectation for Q2 2013

Raw material input costs No impact

Labor & overhead absorption Reduced inventory post SAP may result
in lower labor and overhead absorption

Business mix Impacted by product launch in retail

With Vehicle Care, Now Expect F ’13 Gross Margin to Improve to 46% - 48%


Gross Margin:
Selected Feed Stocks Impacting Raw Material Purchases

Magnitude of Commodity Costs
(Select Feed Stocks according to Total Spend*)

 Moderating volatility
 Purchases below year-ago
levels
 Will continue to monitor
petrochemicals
 90-120 days for raw material
purchases to flow to income
statement
 Will continue to balance price
and cost to effectively manage
business
Ethylene HDPE Propylene Crude Oil Unleaded
gasoline

Moderating Volatility in Commodity Costs
* Represents approximately 45% of total spend © 2013 Zep Inc. - All rights reserved. 27

Financial Impacts of SAP & Zep Vehicle Care

 We expect two investments to reduce operating earnings by
approximately $3.0 - $3.5 million in the second quarter,
neither of which are likely to affect subsequent quarters.
– SAP implementation
– Creation and integration of Zep Vehicle Care

 Pro-forma financial results & independent valuation
expected in mid-February will result in additional
amortization expense related to our acquisition of the
Vehicle Care Division of Ecolab


Fiscal 2013 Outlook

 Given uncertain economic conditions, believe organic
sales growth will be modest
– Expect greater growth from Distribution and Retail
channels, offset by North American Sales and Service
 Expect gross margins to remain similar to fiscal 2012 in
the 47% range plus or minus 100 basis points
 Expect capital spending in the $10 to $12 million range,
once this phase of SAP is completed
 Expect tax rate to range between 36.5% and 37.5%


Board of Directors and Management

Zep Inc. Board of Directors

Name Title

Ronald D. Brown Managing Director, Taft Law Consulting, LLC; Former President and CEO of Milacron, Inc.; Director: A.O. Smith Company
Timothy M. Manganello Executive Chairman & Former CEO of BorgWarner Inc.; Director: Bemis Company, Inc.; Board Chairman of the Federal Reserve Bank of
Chicago – Detroit Branch
O.B. Grayson Hall, Jr. President & CEO and Director, Regions Financial Corporation
Sidney J. Nurkin Of Counsel: Alston & Bird, LLP.
Joseph Squicciarino Formerly CFO: King Pharmaceuticals, Inc. ; CFO-North America: Revlon, Inc.; CFO-International: Revlon International, Inc. Group &
Controller, Pharmaceuticals-Europe, Middle East, Africa: Johnson & Johnson
Timothy T. Tevens President, CEO and Director: Columbus McKinnon Corp. Director: ISMA
Carol A. Williams Executive Vice President of Manufacturing and Engineering of The Dow Chemical Company.

Zep Inc. Named Executive Officers
Name Title Zep Inc. Hire Yr. Prior Experience

John K. Morgan Chairman, President & CEO November 2007 30+ yrs; Acuity Lighting Bus; Team grew revenues from $600mm to $2bn
Mark R. Bachmann EVP & Chief Financial Officer November 2007 12 yrs; Acuity Brands; President: Enforcer Products; 12 yrs Quaker Oats
Robert P. Collins VP & Chief Administrative Officer November 2007 VP & Chief HR Officer: Serologicals Corp.
Jeffrey L. Fleck VP & Chief Supply Chain Officer September 2010 Senior Director; International Supply Chain; The Clorox Company; 11 yrs with the
company
Philip A. Theodore VP, General Counsel & Secretary July 2010 30+yrs in corporate law practice ; 20 yrs at King & Spalding; 10 yrs as general
counsel at various public companies


EBITDA Reconciliation

Annual (Years Ended August 31) 2008 2009 2010 2011 2012

Net income $16.3 $9.3 $13.5 $17.4 $21.5
Interest expense 2.8 1.7 2.0 6.6 5.5
Provisions for income taxes 9.7 5.9 8.2 9.3 11.9
Depreciation & amortization 6.9 7.0 10.3 14.2 14.3
EBITDA (unaudited) $35.7 $23.8 $33.9 $47.5 $53.7

Quarterly (unaudited) 2011 2012 2013
Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1

Net income $4.9 $2.2 $6.2 $4.1 $3.6 $2.4 $8.6 $7.3 $3.5
Interest expense 1.9 1.6 1.6 1.5 1.4 1.4 1.4 1.3 1.2
Provisions for income taxes 3.6 3.5 3.7 3.5 3.5 3.5 3.6 3.7 2.0
Depreciation & amortization 2.9 1.0 3.7 1.7 2.0 1.5 5.1 3.3 3.6
EBITDA $13.3 $8.3 $15.2 $10.8 $10.5 $8.8 $18.7 $15.6 $10.4

31

Zep Inc. Non-GAAP Disclosure

• This presentation includes the following supplemental non-GAAP financial measures: EBITDA. GAAP means generally accepted accounting principles in the
United States. This presentation contains reconciliations of this non-GAAP financial measures to the most directly comparable GAAP financial measure.
EBITDA is equal to net income plus (a) interest expense, net; (b) provision for income taxes; and (c) depreciation and amortization.

• We believe non-GAAP financial measures to be an important indicator of our operating strength and the performance of our business because they provide a
link between profitability and operating cash flow, and enhance period-to-period comparability of our operations and financial performance. We believe these
measures exclude or adjust certain items affecting reported operating results that were unusual and/or not comparable to the Company’s historic core
operating results, and additionally adjust reported operating results for certain non-cash items. We also believe that analysts and investors use EBITDA as
supplemental measure to evaluate the overall operating performance of companies in our industry.

• Our management uses EBITDA and other non-GAAP financial information:
– as measurements of operating performance because they assist us in comparing our operating performance on a consistent basis as they remove the
impact of certain non-cash items as well as items not directly resulting from our core operations;
– to evaluate the effectiveness of our operational strategies; and
– to evaluate our capacity to fund capital expenditures and expand our business.

EBITDA and the ratios derived from these measures as calculated by us are not necessarily comparable to similarly titled measures used by other companies.
In addition, these measures: (a) do not represent net income or cash flows from operating activities as defined by GAAP; (b) are not necessarily indicative of
cash available to fund our cash flow needs; and (c) should not be considered in isolation of, as alternatives to, or more meaningful measures than operating
profit, net income, cash provided by operating activities, or our other financial information as determined under GAAP.


Investor Presentation-February 2013

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