Jeff Litvak, CPA/ABV/CFF, ASA Senior Managing Director — Forensic and Litigation Consulting jeff.litvak@fticonsulting.com

FTI Consulting

227 West Monroe St.

Suite 900

Chicago, IL 60606

Tel: 312 252 9323

Fax: 312 759 8119

Education

B.S. in Business

Administration (emphasis

on accounting and

finance), University of

Colorado

Certifications

Certified Public

Accountant, Licensed in

Illinois, Texas and

Colorado with a

certification in financial

forensics and (CFF) and

accredited in business

valuation (ABV)

Accredited Senior

Appraiser (ASA) in

Business Valuation,

American Society of

Appraisers – National

Instructor

Appraisal Curriculum—

Cost Market, Income,

Case Analysis, Small

Business and

Professional Practices

Professional Affiliations

Co-Chair - AICPA Task

Force on Merger &

Acquisition Disputes

American Institute of

Certified Public

Accountants

American Society of

Appraisers

Jeff Litvak is a senior managing director in the FTI Consulting Forensic and Litigation Consulting

practice and is based in Chicago. Mr. Litvak is a Certified Public Accountant (CPA), Accredited in

Business Valuation (ABV), an Accredited Senior Appraiser (ASA) in business valuation, and is

Certified in Financial Forensics (CFF). Mr. Litvak specializes in forensic accounting investigations

and valuation matters, assessment of economic damages, analysis of lost profits and unity of

interest/separateness matters. Mr. Litvak is FTI Consulting’s national product leader in merger and

acquisition disputes, and was recently designated as co-chair of the AICPA Task Force on merger

& acquisition disputes, where he received the 2009 AICPA Award for Volunteer of the Year for his

achievements. In 2010, Mr. Litvak was appointed to the AICPA’s Executive Committee for the

Forensic and Valuation Section, and he will co-chair the Bankruptcy and Insolvency Task Force.

This task force will focus on restructuring challenges and bankruptcy and solvency disputes.

Mr. Litvak has experience in a cross section of industries such as insurance, real estate,

manufacturing, wholesaling, construction, high tech, automotive, financial services, healthcare, and

pharmaceutical. His extensive experience in accounting and auditing, market penetration analysis,

and corporate finance provide a strong background for analyzing damages in many types of

business litigation. He has worked on significant matters for the United States Department of

Justice and Internal Revenue Service on valuation and other corporate finance matters. Lastly,

Mr. Litvak and others from FTI Consulting were asked to teach valuation and damages

applications of mergers and acquisitions to members of the Chinese Appraisal Society, who made

a special trip to the United States to gain perspective on performing valuation work in the United

States.

Mr. Litvak has provided expert opinions in federal, state, and municipal courts throughout the

United States on matters involving post-acquisition disputes, breach of contract damages,

employee termination, lender liability, healthcare fraud and abuse, antitrust, lost profits, and

destruction of business within the financial services, internet and healthcare industries.

Professional Experience

Post Merger and Acquisition Dispute Experience

Mr. Litvak has extensive experience in post-acquisition disputes and serves as the national product

leader for the post-acquisition dispute product. His expert testimony experience has focused on the

interpretation of whether GAAP has been consistently applied and whether the buyer of a

particular business in complex damage/valuation matters has sustained “benefit of the bargain”

damages.

Mr. Litvak also has extensive experience in “contract vetting,” which provides clients with valuable

economic/accounting consulting prior to an acquisition in order to limit the possibility of a dispute

between the parties. He has provided expert testimony on such issues as the economic

interpretation of what constitutes a “material adverse change” and the economic interpretation of

what constitutes a financial misrepresentation.

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Illinois Society of Certified

Public Accountants

Texas Society of Certified

Public Accountants

Valassis v. ADVO

In Valassis’ bid to rescind its offer of merger of $1.3 billion, Mr. Litvak testified live on Bloomberg in

one of the largest merger related disputes in 2006. Mr. Litvak’s testimony focused on two main

issues consistent with the requirements to be met under the Delaware law:

Did ADVO sustain a Material Adverse Change (MAC)?

– Was ADVO’s operating income performance in 2006 disproportionate to that of its peers in

its industry?

– Was ADVO’s downturn durationally significant, meaning will it take months or years for

ADVO to correct its problems?

– Has ADVO’s long term earnings capability been impacted?

- Did Valassis obtain the benefit of its bargain when it acquired ADVO and how much

did Valassis overpay for ADVO when it signed the merger agreement in June 2006?

Mr. Litvak testified that ADVO did in fact sustain a MAC and did not receive the benefit of its

bargain, in that it overpaid for ADVO by $300 to $400 million.

Business Valuation / Litigation

Mr. Litvak has extensive experience in business valuation assignments and has valued more than

150 businesses over his career. Specifically, Mr. Litvak possesses extensive experience within the

real estate industry including valuation of the Fair Market Value (FMV) of commercial and

residential leases. He also has experience in the food services industry including the valuation of

two divisions of an international food service processor and supplier where both divisions were

located in different countries and were subject to different market risks and expectations.

Lost Profits Damages in Condemnation Cases

Mr. Litvak has extensive experience in condemnation cases. He has been involved in three

representative condemnation cases as follows:

First and foremost, Mr. Litvak is FTI Consulting’s national lost profits instructor and is the co-

instructor for the three day national lost profit course for FTI Consulting.

The first case took place in the State of Colorado where the State was going to condemn the

land and building which was utilized to operate a Dunkin Donut business. Mr. Litvak testified

to the lost profit damages sustained by the owner as a result of the State’s condemnation of

the land and building.

The next case concerned the condemnation of a potato business in which the lost profits were

substantially more significant than the value of the land and building which were condemned.

Mr. Litvak calculated the lost profits damage sustained as a result of the State’s

condemnation.

The third matter concerned the lost profits sustained by a shopping center in Houston, Texas

as a result of the City of Houston expanding a highway next to the shopping center. The

construction of the expanded highway caused the shopping center to sustain significant lost

profits. Mr. Litvak testified before the Department of Transportation in Texas to the lost profits

damages sustained by the shopping center as a result of the expansion of the highway.

In a related matter, Mr. Litvak was the expert witness for a Korean Airline, Asiana, in a price

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fixing case where Asiana’s fine was based on its ability to pay. Mr. Litvak did a market study of

the Korean Airline industry and analyzed Asiana’s financial condition to determine its ability to

pay the fine to the US Department of Justice.

Mr. Litvak also has significant experience in the semiconductor industry as he has performed a

market and financial analysis of most of the competitors in the worldwide semiconductor industry.

This is in conjunction with a large fraudulent transfer case.

Commercial Damages, Lost Profits, Destruction of Business and Breach of Contract

Lost Profits and Destruction of Business Cases. Mr. Litvak has extensive experience in

both these areas and has served as a trial witness in numerous jurisdictions across the U.S.

and was a trial witness in the State of Louisiana v. BP/Amoco.

Valuation of Physician Practices. Performed valuation analysis of approximately 50

physician practices in the context of marital dissolutions. The issues addressed were the

extent of goodwill in a physician’s practice and the respective value to the marital estate.

Acquisition/Valuation/Due Diligence Reviews for a Major Hospital. Performed numerous

acquisition/valuation/due diligence reviews for a major hospital that acquired physicians’

practices as part of its strategy to expand patient base.

Valuation of Refinery Gas and Coke-on-Catalyst. Provided an expert opinion for BP Oil and

Exploration, Inc. in Plaquemines Parish, Louisiana, regarding the "lost price" of Refinery Gas

and Coke-on-Catalyst. Prepared an extensive analysis of "actual cost" for presentation of cost

allocation in a refinery under an implicit revenue cost allocation method. To determine

"reasonable market value," analyzed actual transactions of refinery gas and coke-on-catalyst

and the reasonable market value of a similar product for both waste products.

Tax/Valuation Analysis of Closely Held Stock Options. Provided an expert opinion in U.S.

Tax Court regarding the valuation of closely held stock options. Considered the Black-Scholes,

Kassouf and Shelton valuation models. Concluded that closely held stock options do not have

"readily ascertainable fair market value."

United States Department of Justice/Debt versus Equity Tax Case. Provided an expert

opinion as to the financial difference between a debt and equity security in a closely held

business. Considered whether loans made by a multifaceted conglomerate to its subsidiary

were in substance equity. Also considered terms of repayment, the interest rate and the

collateral for the loans to the subsidiary.

Bankruptcy/Valuation Analysis of Minority Shareholder Interests in a Variety of

Industries. Provided an expert opinion in mediation as to the valuation of more than 50

partnership interests in various closely held businesses. Considered the costs, market and

income approaches. Specifically addressed the issue of marketability of the minority interests

and potential transferability of the interests.

Damages/Valuation Analysis of Minority Oil & Gas Partnership Interests. Prepared a

damage analysis consisting of the valuation of more than 20 oil and gas partnership interests.

Considered the marketability of a minority interest as well as the potential transferability of the

interests.

Breach of Contract/Destruction of a Business. Provided an expert opinion as to the present

value of a large supply contract. Further, presented testimony as to the value of the business

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before and after the breach of contract as it was alleged that the breach of contract destroyed

the business.

Breach of Contract/Destruction of a Business/Lender Liability. Provided an expert opinion

to destruction of business damages (diminution of value) of a seismic data acquisition firm due

to an alleged breach of a loan commitment by a lender. Considered past financial performance

and the ability of the plaintiff company to penetrate the market as well as their ability to survive

"but for" the impairment.

Post Acquisition Dispute. Provided an expert opinion to the benefit-of-the-bargain rule (value

as represented versus the value as received) in a major post acquisition dispute. Analyzed the

past financial performance and market position of the company in the waste business.

Valuation of Commodity Brokerage Firm. Performed valuation analysis of a minority

shareholder’s interest in a commodity brokerage firm specializing in high-yield, odd-lot bond

trading. The key issue addressed in determining the value of the dissenting shareholder’s

interest was centered on the determination of value associated with the personal goodwill

attributable to the efforts and relationships of key individuals of the company in the brokerage

and investment banking community.

Evaluation of the Fairness of the Purchase Price in Prospective Transactions

Mr. Litvak has testified to the fairness of the purchase price in two large prospective merger

transactions. In this regard, Mr. Litvak performed extensive analyses of the negotiation processes,

the valuations prepared by both parties to each transaction, and all related analyses performed to

determine the fairness of the purchase price. Based on his review of all the related documents

and analyses in these two cases, Mr. Litvak then expressed an expert opinion as to the “fairness”

of the purchase price of these transactions.

Internet Testimony

WorldCom/MCI v. Cable & Wireless (Sale of the Internet Backbone). Provided an expert

opinion in one of the largest transactions in economic history as it related to the sale of the

internet backbone from MCI to Cable & Wireless. Testimony covered the economic damages

sustained by Cable & Wireless as a result of the diminution in value of the dial-up business

and excessive rates charged by MCI as a result of the transaction between the parties.

Testimony also related to certain other complex accounting issues in which Cable & Wireless

sustained significant economic damages. Damages sustained by Cable & Wireless based on

expert testimony, approximated $200 million.

Health Care Litigation/Valuation

Mr. Litvak conducted an investigation of 30 assisted living facilities concerning alleged

kickbacks made by a large pharmaceutical company to obtain control of Medicare patients. In

this capacity, Mr. Litvak worked in conjunction with the FBI, Inspector General and the States

Attorney General’s office to provide forensic evidence of the violation of the anti-kickback laws.

Mr. Litvak has valued health care entities including assisted living facilities, nursing homes,

HMO’s and hospitals.

Provided expert analysis to health care providers in post-acquisition disputes, breach of

contract, health care fraud and abuse and antitrust matters. Served as the expert witness in

the overpricing of drugs and pharmaceutical supply litigation where it was alleged that 123

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hospitals priced their drugs and pharmaceutical supplies at supra-competitive levels.

Scheduled to testify in a criminal sentencing proceeding as to the loss sustained by the

government as a result of an individual/entity being found guilty of numerous counts of health

care fraud and abuse.

Mr. Litvak testified for the DOJ in a sentencing hearing in which a home care provider

fraudulently prepared Medicare cost reports so as to overcharge the Medicare program by

approximately $4.5 million. Case resulted in the perpetrator being sentenced to a federal

prison for crimes against the Medicare program.

The following represents a sampling of the industries in which Mr. Litvak has provided valuation

analysis and/or opinions:

Food Service Businesses Real Estate Service Businesses

Food Service Processing Development Medical Practices

Restaurant Chains Leasing Law Firms

Night Clubs Construction Engineering Firms

Franchised Operations Environmental Consulting Firms

Manufacturing Businesses Health Care High Technology Businesses

Steel Fabrication Nursing Homes Computer Processing

Clothing Assisted Living Data Storage

Refineries Hospitals Software Development

PPO’s/HMO’s

Mr. Litvak has been involved in the following valuation orientated disputes:

Minority Shareholder Oppression

Minority Interest

Partnership Interest

Dissenting Shareholder

Marital Dissolutions

Casino Valuation / Forensic Experience

Mirage Hotel v. Donald Trump

Mr. Litvak was the valuation/damage expert witness in a very high profile case in Las Vegas,

Nevada. The case was the Mirage Hotel v. Donald Trump breach of contract case. As the

valuation expert in the case, Mr. Litvak valued all aspects of the Mirage and the Golden Nugget

Hotel(s), including their casino operations. The case focused on the interference of the contract by

Mr. Trump which resulted in the loss of the CEO of the Golden Nugget which in turn interfered with

the international baccarat network at both hotels and casinos. Mr. Litvak assessed damages to

both hotel(s) casino operations as follows:

– Table games

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– International baccarat

– Slots

– Hotel operations

– Other

During his review of the casino operations, Mr. Litvak performed valuation analysis utilizing market

data supplied by the Las Vegas Gaming Commission, along with the detailed analysis of the past

performance of all aspects of the casino and hotel operations.

Case settled between the parties.

Casino Fraud Investigation

Mr. Litvak conducted a fraud investigation of the Indian Casino operations in Phoenix, Arizona.

This included the review of slot and table games operations of the Casino. He and his team met

with the Indian counsel and reported their findings. While controls were lacking, there was no

serious fraudulent activity discovered.

Earn Out Experience

Mr. Litvak has been involved in numerous earn out engagements throughout his career. He has

been a testifying expert regarding numerous earn out calculations. Performed numerous earn out

calculations which involved evaluating the economic aspects of the purchase and sale agreement

and applying terms of the contract to the earn out calculations.

Represented a selling shareholder in an earn out situation after the sale of his majority interest

to his corporation. Mr. Litvak evaluated the economic aspects of the purchase and sale

agreement and performed the earn out calculation. Case settled.

Accounting Experience

Mr. Litvak has a broad array of accounting experience over the last 35 years. He is FTI

Consulting’s national product leader for post merger & acquisition disputes. In this regard, he

is actively involved in matters where accounting practices need interpretation. Mr. Litvak is an

expert in GAAP accounting and has been an accounting arbitrator in working capital disputes

in excess of 35 times and has testified as an accounting expert regarding GAAP interpretation

in many high profile Post Merger & Acquisition disputes. As part of his work as an neutral

arbitrator and expert witness in accounting matters, Mr. Litvak has expressed his opinion

regarding the issue of “materiality.” Mr. Litvak has testified before the Security Exchange

Commission (SEC) regarding GAAP interpretation. Further, Mr. Litvak has investigated

fraudulent accounting issues, as part of his role as an accounting expert and in performing a

fraud investigation.

In conjunction with his accounting experience, Mr. Litvak is an expert in evaluating

management projections as part of deal documents so as to access if either party obtained the

“Benefit of their Bargain.” He has testified numerous times in large complex litigation matters

regarding whether a material adverse change had occurred, benefit of their bargain damages,

and reliance on projections and forecasts, as well as external auditors.

Accounting Malpractice

Mr. Litvak has testified as to the calculation of economic damages in accounting malpractice

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cases approximately 5-10 times. His accounting malpractice experiences may be summarized

as follows:

– Mr. Litvak is an expert in deepening insolvency theory of damages and has testified to the

merits or lack thereof of the deepening insolvency theory.

– He has testified as to the lost profits/diminution in value of a corporation which may have

been caused by an audit not in accordance with Generally Accepted Auditing Standards,

(GAAS) or Generally Accepted Accounting Principles (GAAP).

– Prepared an analysis, as a basis for testimony, as to the standard of care exercised by a

CPA who was in charge of the financial oversight of an apartment building development for

the developer. The analysis included a review of the actions taken by the CPA in light of

his professional requirements. The analysis also quantified the extent of cost over-runs

incurred on the project.

– Prepared a damage analysis in a tax malpractice case, regarding certain real estate

investments.

Forensic Investigations Experience

Mr. Litvak has extensive experience in forensic investigations having represented the Department

of Justice (DOJ) and worked closely with the FBI in certain criminal and civil matters. He has

conducted numerous fraud investigations which included: tracing the amount the perpetrator

embezzled from the company, determining how the perpetrator concealed the payments on the

books and records of the company, and making fraud prevention recommendations to the

company. Specifically,

Mr. Litvak conducted an extensive investigation of May D&F (now Foley’s) regarding deceptive

advertising practices at many of their stores in Colorado. He performed this investigation for

the Colorado Attorney General’s office.

Mr. Litvak conducted a full scale accounting fraud investigation; working in conjunction with the

FBI involving the management of a large Houston based chemical company who was

embezzling millions of dollars from its Japanese owners. The scheme consisted of falsifying

their general ledger by writing over the true accounting entries with fictitious accounting

entries. Mr. Litvak headed the team which determined how the embezzled amounts were

concealed on the books and records of the company. The investigation resulted in criminal

convictions for the principals involved.

Mr. Litvak conducted an investigation of alleged kickbacks made by a large pharmaceutical

company to obtain control of Medicare patients. In this capacity, Mr. Litvak worked in

conjunction with the FBI, Inspector General and the State Attorney General’s office to provide

forensic evidence of the violation of the anti-kickback laws.

Mr. Litvak testified for the DOJ in a sentencing hearing in which a home care provider

fraudulently prepared Medicare cost reports so as to overcharge the Medicare program by

approximately $4.5 million. Case resulted in the perpetrator being sentenced to a federal

prison for crimes against the Medicare program.

Mr. Litvak conducted an in-depth accounting fraud investigation related to intentional

misrepresentation of financial statements and financial reports. Allegedly, the defendant

received large payments from a third-party, which were then netted against unrelated

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expenses for reporting purposes. Plaintiff claims that by not recording the payments as

revenue, the users of the financial statements and financial reports were misled by the

defendants. Mr. Litvak testified at trial in 2011.

International Arbitration Experience

Mr. Litvak has been involved as an accounting and damages expert in numerous international

arbitrations. He has worked with International Accounting Standards (IAS) focusing on the areas of

inventories, warranty and general reserves, account receivables and payables. Mr. Litvak has

testified in two large international arbitration proceedings, one in New York and the other in

London. The New York international arbitration centered on the valuation of the international and

domestic in-flight entertainment market. The London case focused on the quantification of breach

of contract damages. Lastly, Mr. Litvak was the accounting expert on a major working capital

dispute before the Australian court, the case settled.

Intellectual Property

Mr. Litvak has extensive experience in intellectual property cases and, specifically, in several trade

secret matters. He has performed expert damage analysis for many cases involving the potential

theft of trade secrets including proprietary customer lists, software and key personnel. In these

cases, Mr. Litvak calculated possible damages based on a measure of lost profits, diminution of

value, reasonable royalty damages or unjust enrichment.

Mr. Litvak has also rendered expert opinions both for the patent holder and the infringer on patent

infringement matters. For example, he served as a testifying witness for the patent holder in the

Insituform patent infringement case, a testifying witness for the alleged infringer in the Agar v.

Multifluid patent infringement case, and a listed witness for the patent holder in the Uwatec v.

Cochron Consulting patent infringement case. Also, he served as a testifying witness for the

defendants in the Westinghouse Circuit Breaker trademark cases.

Theft of Trade Secrets/Destruction of a Business. Expert witness in a case in which trade

secrets were stolen from a video game distributor. Calculated the value before and after the

theft of a sizable customer list from the video game distributor.

Theft of Trade Secrets in the Disk Drive Industry. Provided an expert opinion at deposition

in a large theft of trade secrets matter against a Japanese conglomerate who desired to

accelerate its entry into the market.

Trademark Infringement/Offset Theory. Provided an expert opinion for the defense

regarding the defendant's profits on a major trademark infringement case. Represented two

closely held businesses that allegedly attached new labels to reconditioned circuit breakers

used in major office buildings.

Copyright Infringement Case. Calculated damages attributable to a large retailer’s patio

furniture line as a result of a copyright infringement regarding the fabric used to manufacture

the furniture and used cost allocation techniques to reduce exposure. Mr. Litvak determined

damages based on apportioning infringing sales of patio furniture. The apportionment only

assumed infringing sales based on the infringing fabric, not the entire patio line. Mr. Litvak

reduced the economic damages from $30 million to $1.5 million. The case settled for $2.0

million.

Copyright Infringement Case. Assisted Defendant in dispute in which Plaintiff alleged claims

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of copyright infringement and demanded an accounting of the profits made by Defendant for

the alleged infringed work and all derivative works related to the best-selling self-help book,

The Secret. Analyzed and consolidated six separate entities associated with Defendant’s

business. Calculated Defendant’s profits by product for three years based on review and

analysis of financial statements, detailed trial balances, and discussions with management.

Prepared expert rebuttal report based on analysis and calculations and critique of opposing

expert’s report.

Lost Profits/Reasonable Royalty in the Sewer Rehabilitation Industry. Provided an expert

opinion at trial and deposition in a major patent infringement case in the sewer rehabilitation

industry. Represented the patent owner in establishing that "but for" the actions of the infringer

the patent owner would have obtained the bids for major sewer rehabilitation projects in the

City of Houston. Provided an expert opinion on the issue of what a "reasonable royalty" would

have been for customers with which the patent owner did not make contact. Considered past

licensing practices, the Georgia Pacific factors and the Rite-Hite v. Kelley case.

Reasonable Royalty in Meter Technology/Oil & Gas Pipeline Technology. Provided an

expert opinion in deposition regarding the reasonable royalty damages sustained by the patent

holder in meter technology business. Calculated the reasonable royalty damages based on the

analytical approach and based on the infringers “designed around” of the patented technology.

Reasonable Royalty Dispute/Diving TechnologGass. Prepared a "Reasonable Royalty"

damage model based on the fact that the infringer utilized certain diving technology of the

patent holder. Considered past and industry licensing practices, the Georgia Pacific factors

and other pertinent IP case law.

Reasonable Royalty Dispute/Foam Infusion Process. Prepared a "Reasonable Royalty"

damage model based on the fact that the infringer utilizing the patent holder’s process

performed certain jobs. Considered the market for the patented technology, the Georgia

Pacific factors and industry licensing practices.

Financial Services Litigation

Provided expert analysis for financial institutions in post-acquisition disputes, breach of contract

cases, employee termination cases and lender liability matters. For a number of years, testified

extensively for one of the largest banks in the U.S. on numerous lender liability cases where the

issues concerned destruction of business damages as a result of the financial institution’s decision

not to provide additional funding to the entity because the borrower was in financial trouble.

Insurance Industry Litigation

Has been involved in at least ten cases involving the insurance industry as follows:

Quantification of economic damages sustained by a policyholder or a carrier in a commercial

damage case;

Lost profit damages analysis;

Performance of a solvency damages analysis for Lloyds of London regarding a failed

healthcare provider demonstrating that the healthcare provider was insolvent and unable to

continue as a going concern prior to the alleged breach by the seller in the transaction;

Worked for and against an insurance company on business interruption claims; and

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Performed numerous valuations of insurance agencies, i.e., property and casualty and life

insurance agencies.

Receivership Experience

Mr. Litvak has been a court appointed Receiver on approximately 15 occasions. He has been a

Receiver for two operating businesses and numerous office buildings while he was a partner with

Laventhol & Horwath (L&H) in Denver, Colorado. Mr. Litvak was the Receiver of two operating

businesses, a ski area and the luxurious Oxford Hotel, both in Colorado. His Receivership

experience entails the following:

Working with the parties of the Estate to protect and manage the Estate’s assets and being

mindful of the objectives of the Receivership and taking actions authorized in the Receivership

Order. This usually involved obtaining court approval for all critical decisions.

Experience in the management of other professionals who may assist the Receiver and

assessing the operational issues involved in a Receivership appointment.

Provide a timely accounting to the parties of the Estate and communicating issues to the

parties on a timely basis

On a number of occasions, with the advice of counsel, pursued parties who may have

defrauded the Estate and initiated whatever actions necessary to recover any funds due to the

Estate.

Fiduciary Appointments

Served as an officer of the court in numerous cases. Extensive experience in the practical aspects

of fiduciary duty. Have been appointed as a Receiver, Master, Examiner and Trustee in

Bankruptcy on numerous occasions. Provided expert testimony regarding economic damages and

various aspects of fiduciary duty in the largest asbestos spill in Colorado's history.

The testimony expressed opinions whether management acted in the best interest of the

corporation after the asbestos spill occurred.

Bankruptcy and Insolvency

Mr. Litvak has extensive experience in bankruptcy and insolvency matters. He has provided

consulting services in bankruptcy and insolvency cases as follows:

Bankruptcy Proceedings

Has provided expert opinions regarding the financial condition/solvency of the debtor, as to

whether the debtor was in fact insolvent, based on the balance sheet test or on an equitable

basis;

Has testified 20-25 times in U.S. Bankruptcy Court regarding the debtor’s ability to reorganize

and whether the valuation of the debtor on a reorganized basis exceeded the liquidation value

of the debtor; and

Has testified in cash collateral proceedings whether the debtor’s use of cash collateral was in

the economic sense, beneficial to the debtor’s ability to reorganize.

Insolvency Experience

Has testified 30-40 times in complex damage cases, as to the claimants’ liquidity, leverage and

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solvency position. Have performed solvency analysis to determine both equitable and balance

sheet insolvency.

Real Estate Development, Leasing and Construction Experience

Mr. Litvak has had extensive experience in various aspects of the real estate industry and has

rendered expert opinions in a myriad of real estate matters.

Development Experience

- Mr. Litvak participated as the lead consultant to a large real estate development. The

assignment focused on the accounting for real estate transactions and the allocation of

development costs to each of the residential housing as they were “sold off”.

Majority Shareholders v. Minority Shareholders of a large group of real estate/apparel

companies:

- Mr. Litvak testified in a very large shareholder oppression suit. The case focused on the

following complex aspects of real estate development, leasing and an upscale women’s

related apparel business as follows:

- Performed financial analysis for numerous real estate transactions, both concerning

development and leasing activities, regarding whether they were consummated at “arms

length” and whether the transfer of real estate from the corporation to the majority

shareholders were for “fair market value.”

- Performed financial analysis of the distributions from numerous real estate corporations to

the majority shareholders and whether the minority shareholders were treated fairly from an

economic point of view. Testified at deposition regarding the following issues:

▪ Were certain transactions between the majority shareholders and their corporations at

“arms length” and at “Fair Market Value” (FMV). Testified whether from an economic

point of view, these transactions had an adverse effect on the minority shareholders;

▪ Overall, whether from an economic point of view, the “minority shareholders” were

treated fairly.

Leasing Experience

- Determination of the Fair Market Value of a Casino Lease: Mr. Litvak has had

experience in the valuation of the Fair Market Value (FMV) of real estate leases. He has

determined the FMV of a lease for a casino located within a large upscale hotel in the

Caribbean Islands. Performed a market study of comparable casino leases within the

relevant market to establish the FMV of the casino lease.

- Shopping Center Lost Profits Case: Provided an expert opinion as to lost profits

sustained by a large real estate syndicate. Developed an economic damage model based

on a market study and financial analysis to quantify the lost profits sustained related to an

asbestos cleanup of a large shopping center development. Conducted a market study of

the Denver retail space market to project mall lease rental and vacancy rates as well as to

provide an analysis of project's past and future financial performance.

- Eminent Domain Case: Mr. Litvak was involved in a large eminent domain case, where

he performed a valuation of the FMV of all the leases in a large shopping center in

Houston, TX. He performed both market and income approaches, as well as, worked with

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other real estate experts to establish lost profits in the case. The Texas Department of

Transportation (DOT) was widening the highway next to the shopping center, causing

diminution of value to certain tenants in the shopping mall. The case settled. between the

parties.

Construction Experience

Mr. Litvak was the lead auditor on the Gates and Fox audit. Gates and Fox was a large

construction contractor in the USA. As a result, Mr. Litvak has extensive experience with the

completed contract and percentage of completion revenue recognition method of accounting.

Mr. Litvak provided expert testimony on damages and valuation matters in a landmark case

regarding race discrimination in Milwaukee, WI. The case focused on the proposed

development of low income housing for the elderly in Wisconsin. Mr. Litvak prepared

sophisticated models of the development lease up and tax credits due to the developer. The

case settled between the parties.

Mr. Litvak was the testifying expert in a $700M post M&A dispute in the automobile industry.

The client constructed $100M to $200M assembly line which is used in manufacturing

automobiles in the USA and in the UK. Mr. Litvak assessed the accounting and damages

issues in the case. In that regard, the case settled.

Anti-Trust

Mr. Litvak was the trial expert in the California Hospital case, the issue being the overpricing of

drugs and pharmaceutical supplies. He was also the expert witness in both the USA Petroleum v

ARCO and Volvo antitrust cases. The cases concerned the alleged below-cost pricing of gasoline

and Volvo’s alleged exclusion of competition from the automobile software market.

Anti-Trust/Restraint of Trade. Provided an expert opinion as to the lost profits sustained by a

start-up drug company related to a Fortune 50 company's alleged antitrust violations. The

testimony was based on an economic damage analysis that included a study of the

immunodiagnostics market.

Anti-Trust/Price Fixing. Provided an expert opinion as to the reasonableness of a hospital bill

auditing company's methodology for reviewing hospital pharmaceutical and supply charges.

Testimony was based on a detailed review of the company's audit methodology in light of the

pricing requirements of all plaintiff hospitals taking into consideration the financial requirements

of the hospitals. Testimony was also proffered as to the damages sustained by the company

related to alleged antitrust violations of the hospitals as argued in the cross-complaint.

Anti-Trust/Price Fixing. Participated in a below-cost pricing case to determine whether a

major oil company priced its gasoline below its average variable cost. Sampled numerous gas

stations in California to determine whether a major oil company priced its gasoline below cost.

Prepared an analysis of the damages sustained by the independent oil company as a result of

the alleged below-cost practices of a major oil company.

Anti-Trust/Exclusion of Competition. Provided an expert opinion for the defense regarding

the plaintiff’s claims for significant lost profit/price erosion damages. Testimony concluded that

the plaintiff’s pricing structure did exclude or damage competition. Case was dismissed in

summary judgment.

Anti-Trust/Price Fixing. Provided an expert opinion in a below-cost pricing and bundling and

Jeff Litvak

fticonsulting.com 13

tying antitrust case to determine if Greyhound was pricing convention services below average

variable cost. A large convention service company tied and bundled other convention services

so as to obtain electrical services for conventions. Prepared extensive market share analysis

to calculate the economic damages sustained by large electrical subcontractor as a result of

the alleged antitrust violations of the large convention services company.

Dispute Resolution/Mediation

Mr. Litvak has extensive experience as an arbitrator, particularly in post-acquisition disputes. He

has adjudicated disputes between Compaq Corporation/GE Credit Corporation and other Fortune

1,000 companies. He is a specialist in the resolution of generally accepted accounting principles

(GAAP) issues and valuation issues concerning the alleged misrepresentation of the purchase

price by a seller or a purchaser. Mr. Litvak has testified regarding the adequacy of due diligence in

an acquisition.

Arbitration Dispute between two Fortune 50 Companies regarding computer parts. Acted

as an independent arbitrator of a dispute between two Fortune 50 Companies. Prepared a

detailed analysis of the status of computer parts that enabled both parties to resolve the issue

in the case. The amount in dispute was over four million dollars.

Arbitration Dispute—Post-Acquisition Working Capital Adjustment. Acted as an

independent arbitrator on two-post acquisition working capital disputes. Considered issues of

generally accepted accounting principles and the economic interpretation of the contracts in

question.

Piercing the Corporate Veil/Alter Ego

Owner/Operator/Alter Ego Litigation Cases. Provided an expert opinion as an expert

witness on three major owner/operator cases related to Superfund sites in Montana, North

Carolina and Texas. Potential areas of testimony included whether a large corporation with

ownership interest in a subsidiary corporation was in fact the owner or operator of the

subsidiary. Prepared analysis regarding the ownership control exerted by the corporate parent

of a subsidiary, including one instance in which the large corporate entity had significant equity

interest in the smaller entity. Issues considered included whether the equity interest constitutes

an owner/operator relationship with the smaller entity, whether the larger corporation controlled

the operations of the smaller entity and if there existed commonality of management and

boards of directors or other indicators of lack of separateness between the corporations.

Alter-Ego/Piercing the Corporate Veil/Punitive Damages. Provided an expert opinion as to

the alter ego issue in a wrongful termination case as well as to the punitive damages sustained

by the plaintiff. Testified to the issues of economic dependence of the subsidiary on the parent

and the similarities in management between the parent and its subsidiaries. Testified to the net

worth of the parent and the subsidiaries in the punitive damages trial.

Alter-Ego/Piercing of the Corporate Veil. Provided an expert opinion as to the alter-ego

issue in a personal injury case. Testified as to the issues of dominance, control and economic

dependency of the one entity upon the other and disregard of corporate formalities amongst

the entities.

Trial Testimony Experience

Sitoa Corporation v. Synnex Corporation, Case No. RG10532459, Superior Court of the State of

Jeff Litvak

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California, County of Alameda. 2012

CIGNA v. Boon, AAA Arbitration

CNA v. Symmons Family Companies, United States Federal Court, Indianapolis, IN

David A. Stone v. Leon N. Stone, Case No. 33 180 Y 00419 05 (arbitration). 2008

Michael A. Downs et al. v. Rosenthal Collins Group, L.L.C., Dreadnought Partners, L.L.C., Knot,

L.L.C. et al., No. 04 CH 11729, Circuit Court of Cook County, Illinois, County Department,

Chancery Division. 2008

DHL Network Operations (USA), Inc., and DHL Express (USA), Inc. v. ABX Air, Inc., Case No. 13

147 Y 02521 07, American Arbitration Association. 2008

United States of America v. Mahendra Pratap Gupta, et al., Case No. 98-6118-CR-RYSKAMP,

United States District Court, Southern District of Florida. 2008

Harris Investor Services, Inc. v. Steven Zimmerman and Ryan Connelly, Case No. 07-01321. 2007

Insituform (Netherlands B.V.) v. Cat Contracting, Inc./Inliner U.S.A., Civil Action No. H-90-1690,

United States District Court, Southern District of Texas, Houston Division. 2007

Jeff Stenfors v. MODAA, LLC (arbitration), Case No. BS100083, Los Angeles, California Superior

Court. 2007

Kenneth A. Welt v. Kaufman, Rossin & Co. CASE NO. 07-15775 CA 31

Nanovation Technologies, Inc. and Nanovation Technologies of Michigan, Inc and Barry Chatz,

Chapter 7 Trustee of the Estates of Nanovation Technologies, Inc. and Nanovation Technologies

of Michigan, Inc., v. BearingPoint Inc., and KPMG Consulting, Inc., Case No. 01-26090, United

States Bankruptcy Court for the Northern District of Illinois Eastern Division. 2007

Vivit Square, LP v. LaSalle Asia Recovery International I S.a.r.l. and LaSalle Asia Recovery

International II S.a.r.l., Reference No. 50 180 T 00020 06 Arbitration, Decided. 2007

Mark Farnham v. Helix U.S.A., LTD and Mark Lawson, Case No. 51Y1160118104, American

Arbitration Association. 2006

New Acton Mobile Industries, LLC v. Acton Mobile Industries, Inc., et al., Case No.

51489Y0184304, American Arbitration Association. 2006

Solo Cup Company v. Dennis Mehiel, as Stockholders’ Representative under the Merger

Agreement between Solo Cup Company, Solo Acquisition Corp., and SF Holdings Group, Inc.,

Case No. 51 489 Y 01966 04, American Arbitration Association, July 5, 2006, Decided

Valassis Communications, Inc., v. ADVO, Inc., Case No. CA 2383-N, December, 2006. Decided

Nicholas Betzold v. Betzold Companies Minority Shareholders (arbitration). 2005

Renaissance Health Plan v. Underwriters at Lloyd’s London (arbitration). 2004

TeleTech v. Motorola, No. 01 Civ. 2187 (GEL), United States District Court, Southern District of

New York. 2004

Deposition Testimony Experience

Sitoa Corporation v. Synnex Corporation, Case No. RG10532459, Superior Court of the State of

Jeff Litvak

fticonsulting.com 15

California, County of Alameda. 2012

D&O Insurance Carriers v. Vesta Insurance

CNA v. Symmons Family Companies, United States Federal Court, Indianapolis, IN

DG FastChannel, Inc. v. Point 360, Inc., et al. No. CV09-7289 CAS. 2010

American Hardware Manufacturers Association v. Reed Elsevier, Inc., et al.. No. 03 C 9421,

United States District Court for the Northern District of Illinois Eastern Division. 2009

Kenneth A. Welt v. Kaufman, Rossin & Co. CASE NO. 07-15775 CA 31

Forte Capital Partners, LLC, v. Harris Cramer, LLP, et al., No. C07-01237 SBA, United States

District Court for the Northern District of California. 2008

Karen L. Suter, in her capacity as Liquidator of Home State Insurance Company v.

Pricewaterhousecoopers, L.L.P., f/d/b/a Coopers & Lybrand; and Milliman & Robertson, Inc.,

Docket No. MER-L-1752-01. 2007, Decided

TeleTech v. Motorola, No. 01 Civ. 2187 (GEL), United States District Court, Southern District of

New York

Nicholas Betzold v. Betzold Companies Minority Shareholders (arbitration)

Jacuzzi Brands, Inc. v. Ames True Temper, Inc., et al., In the Court of Common Pleas of

Cumberland County, Pennsylvania. 2005

Renaissance Health Plan v. Underwriters at Lloyd’s London (arbitration). 2004

Publications

"Calculation of Economic Damages in a Lender Liability Case" Lender Liability: Theory and

Practice, December 1989

"Couples Getting A Divorce - Mediate v. Litigate” 1989

"Calculation of Financial Damages" Tampa, Florida: Total Tape Publishing Company, 1990

"Valuation of a Closely Held Business" Denver Business Journal and Los Angeles Business

Journal, 1990

"Calculating Damages in a Destruction of Business Case" Advocate Magazine, Los Angeles, 1991

"Accounting Industry Problems Near Bottom" Rocky Mountain News, 1991

"Economic Motive Analysis In An Arson Case: An Expert's View" Trial Talk, July/August 1992

"Issues to Consider in Alter Ego Litigation" 1995

"Calculating Economic Damages in a Destruction of Business Case" 1995

“Expanding Damage Expert’s Net Resources: Business Disputes on the Information

Superhighway” 1995

“Transforming Intellectual Property to Cash: Are Your Clients Prepared?” 1999

“What is Your Business Worth?” 1999

“Alter Ego Litigation” January 2005

Jeff Litvak

fticonsulting.com 16

“Key Sources of Post-Deal Bitterness” Mergers & Acquisitions, March 2006

“Material Adverse Change Clauses and the Expert’s Role (New)” Litigation Services Handbook,

Fourth Edition, The Role of the Financial Expert, 2008 Supplement

“The CPA’s Role in Quantifying Post-Acquisition Dispute Damages” Business Valuation, March

2010; Journal of Accountancy, March 2010

“The Comprehensive Guide to Lost Profits Damages for Experts and Attorneys” Chapter 26:

Benefit of the Bargain Damages, Business Valuation Resources, 2011

“On the Same Page” FTI Journal, 2011

“Post-Acquisition Disputes and Related Damages” The Comprehensive Guide to Lost Profits

Damages for Experts and Attorneys, July 2012

AICPA Practice Aid on Mergers and Acquisition Disputes, Co-Chair of AICPA Task Force on

Mergers and Acquisition Disputes, 2012

Presentations

Addressed the American Bar Association (ABA) and state bar associations as well as

accounting and legal continuing education forums on assessment of damages and valuation

theory, financial statement analysis, law firm economics, reorganization of troubled companies,

valuation in a cram down bankruptcy proceeding

Have taught assessment of financial damages and valuation theory to the following: Coopers

& Lybrand and Laventhol & Horwath, the American Institute of CPAs, Colorado Society of

CPAs, University of Denver (adjunct faculty)

Real World Fallout on Damages from Rite-Hite, various law firms, 1998-1999

The Impact of "Daubert" on the Admissibility of Financial Expert Witness Testimony (A

Financial Experts Perspective), January 1998, Texas A&M University—Advanced Civil Trial

Advocacy Program

Market Penetration Issues in Lost Profit Cases, Houston Bar Association, 1997

Valuing High Technology Companies, Coopers & Lybrand, LLP, Tech Tuesday Luncheon,

June 1997

Emerging Issues in Intellectual Property Cases, Fulbright & Jaworski, May 1997

Path to Lost Profits from Panduit to Rite-Hite v. Kelley, Sperry Sun Drilling Services,

September 1996

Valuation of Intellectual Property, Western Atlas International, Inc., 1996

Valuing Intellectual Property in Commercial Transactions, Licensing Executive Society, May

1994