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CONFIDENTIAL — ATTORNEY WORK PRODUCT / ATTORNEY-CLIENT PRIVILEGED

CALDERWOOD & HARKNESS LLP 777 South Figueroa Street, Suite 4200 Los Angeles, California 90017 Telephone: (213) 555-7200 Facsimile: (213) 555-7299

MEMORANDUM

TO: Renata Vasquez, Partner

FROM: Devon Archer, Senior Associate

DATE: March 5, 2023

RE: Expert Engagement — Scope of Work for Dr. Rajesh Makhija, Workforce Dynamics Consulting LLC — Fuentes v. Aurelius Media Americas Inc., LASC Case No. 22STCV38214 (Consolidated) — C&H Matter No. 1017-00004

I. Purpose and Engagement Context

This memorandum sets forth the detailed scope of work for Dr. Rajesh Makhija of Workforce Dynamics Consulting LLC, located at 444 Castro Street, Suite 800, Mountain View, California 94041, who has been retained pursuant to the Expert Retention Letter dated March 1, 2023. The purpose of this memorandum is to provide Dr. Makhija and the defense team with a comprehensive, integrated description of the engagement, including the expert opinion objectives, the data sets and documents to be analyzed, the analytical methodology to be employed, the expected deliverables and timeline, and the applicable budgetary and confidentiality parameters. This memorandum is intended to serve as the primary reference document governing the scope of Dr. Makhija's engagement throughout the class certification phase of this litigation.

Dr. Makhija is retained as an expert in industrial and organizational psychology and workforce analytics. His specific mandate in this engagement is to analyze and opine on the variability of working conditions, scheduling practices, meal and rest break implementation, and supervisory discretion across the California operations of Defendant Aurelius Media Americas Inc. ("AMA"). Dr. Makhija's qualifications for this engagement include a Ph.D. in Industrial/Organizational Psychology from Stanford University, over twenty years of consulting experience in workforce operations analysis across the entertainment and media industries, and prior expert testimony in fourteen California wage-and-hour class certification proceedings. His curriculum vitae is attached to the Expert Retention Letter and will be appended to his expert report.

Dr. Makhija's analysis will be used primarily in connection with AMA's opposition to Plaintiffs' anticipated motion for class certification, which, based on the parties' stipulated scheduling order entered January 20, 2023, is expected to be filed on or about April 14, 2023. AMA's opposition is due June 14, 2023, with the class certification hearing currently set for the week of July 28, 2023, before the Honorable Judge Cynthia T. Nakamura in Department 32 of the Los Angeles County Superior Court, Stanley Mosk Courthouse.

This engagement is on behalf of Defendant Aurelius Media Americas Inc., a Delaware corporation qualified to do business in California, with its principal office located at 8500 Sunset Boulevard, Suite 1400, West Hollywood, California 90069. AMA is a wholly owned subsidiary of Aurelius Global Media Group PLC, a public limited company organized under the laws of England and Wales and listed on the London Stock Exchange. AMA is a major producer and distributor of unscripted television programming, live entertainment events, digital content, and e-commerce video productions in the United States, with its California operations constituting the largest concentration of its domestic workforce.

AMA currently employs approximately 2,400 employees in California across a range of exempt and non-exempt positions. Of these, approximately 1,850 were non-exempt, hourly employees at some point during the class period, which runs from November 1, 2018 through the present. These non-exempt employees include production coordinators, production assistants, post-production assistants, segment coordinators, studio technicians, camera operators, audio technicians, set dressers, digital content associates, and various other production-support roles. The putative class, as defined in the operative Second Amended Complaint filed December 2, 2022, consists of approximately 1,850 current and former non-exempt, hourly employees who worked at any of AMA's 7 California production facilities across 14 distinct show units during the class period. All putative class members are governed by Industrial Welfare Commission Wage Order No. 12-2001 (the Motion Picture Industry Order).

The core allegations in this matter center on claims that AMA engaged in systematic violations of California's meal-and-rest-break requirements (California Labor Code §§ 226.7, 512), off-the-clock work in violation of Labor Code §§ 510, 1194, and 1197, and misclassification of certain employees as exempt from overtime requirements. Central to Plaintiffs' theory is AMA's use of the NovaPay Solutions "TimeTrack Pro" electronic timekeeping system and, in particular, the system's automatic 30-minute meal period deduction feature, which Plaintiffs contend operated as a de facto policy of denying employees their meal periods by automatically deducting time regardless of whether a compliant meal period was actually taken. Plaintiffs further allege that AMA failed to adequately train employees on the use of the system's "Missed Meal Attestation" feature, which would allow employees to report that a meal period was missed or non-compliant, and that this failure rendered the auto-deduction system a mechanism for concealing meal period violations rather than a neutral timekeeping tool.

II. Expert Opinion Objectives

Dr. Makhija's engagement is directed toward three overarching opinion objectives, each of which relates to a distinct element of the class certification analysis under California Code of Civil Procedure § 382 and the framework established in Brinker Restaurant Corp. v. Superior Court (2012) 53 Cal.4th 1004, Duran v. Brightwater Securities (2014) 59 Cal.4th 1, and their progeny. These opinion objectives are described below in order of priority.

A. Variability of Working Conditions Across Facilities and Show Units

The first and primary opinion objective is to analyze and quantify the degree of variation in working conditions, production schedules, shift lengths, overtime frequency, and meal and rest break practices across AMA's 7 California production facilities and 14 show units during the class period. This variability analysis is central to AMA's argument that the putative class lacks the commonality and cohesion necessary for certification, because the working conditions experienced by individual class members differ materially depending on the facility, show unit, and supervisor to which they were assigned.

AMA operates 7 California production facilities, each of which serves a distinct operational function within the company's production ecosystem. These facilities are as follows:

1. Facility 1 — 8500 Sunset Boulevard, Suite 1400, West Hollywood, CA 90069: AMA's corporate headquarters and primary post-production facility, housing executive offices, post-production editing suites, and administrative support functions.

2. Facility 2 — 4024 Penmark Strategy Partners Avenue, Studio City, CA 91604: Stage A and Stage B, primarily used for unscripted television production, including studio-based game shows and competition formats.

3. Facility 3 — 15301 Ventura Boulevard, Suite 300, Sherman Oaks, CA 91403: AMA's digital content production facility, housing teams that produce short-form content for streaming platforms and social media distribution.

4. Facility 4 — 3800 West Alameda Avenue, Burbank, CA 91505: Live events and field production coordination facility, serving as the operational hub for AMA's live entertainment events (concerts, award shows, and televised specials) and outdoor/adventure field production units.

5. Facility 5 — 1438 North Gower Street, Hollywood, CA 90028: Scripted development facility, housing the creative development team, writers' rooms, and pre-production operations for AMA's scripted content pipeline.

6. Facility 6 — 2120 Colorado Avenue, Santa Monica, CA 90404: AMA's e-commerce studio, where product demonstration and promotional content is produced for digital retail platforms.

7. Facility 7 — 888 North Sepulveda Boulevard, El Segundo, CA 90245: Post-production annex, functioning as an overflow facility for post-production editing, color correction, sound mixing, and quality control operations.

During the class period, AMA operated 14 distinct show units across these 7 facilities under IWC Wage Order 12. These show units span fundamentally different operational profiles, including studio-based game shows with structured taping schedules, field-based outdoor adventure programs involving remote locations and variable shoot days, live events such as concerts and award shows with rigid broadcast windows and extended continuous production periods, post-production editing operations with standard office-hour schedules, digital content production with rapid turnaround cycles, and e-commerce studio operations with high-volume, short-segment recording schedules. The diversity of these operational profiles is central to the defense's class certification argument.

Dr. Makhija's opinion on this topic should establish, through rigorous quantitative and organizational analysis, that these different operational profiles result in materially different working conditions that cannot be meaningfully generalized across the putative class. Specifically, the opinion should demonstrate that no single characterization of AMA's scheduling practices, meal and rest break implementation, or supervisory approach can accurately describe the experience of all 1,850 putative class members, because the experience of a production coordinator on a studio-based game show at the Studio City facility is fundamentally different from that of a segment coordinator on a live events production out of the Burbank facility, and both are fundamentally different from the experience of a post-production assistant at the El Segundo annex.

B. Typicality Analysis — Named Plaintiffs

The second opinion objective is to assess whether the individual work experiences of the three named plaintiffs are typical of the putative class as a whole, within the meaning of the typicality requirement for class certification. The three named plaintiffs are:

• Marisol Fuentes: Production Coordinator in the Unscripted Programming Division, assigned to the Studio City facility (Facility 2). Ms. Fuentes was employed by AMA from March 14, 2019 through August 5, 2022, and her hourly rate at the time of separation was $28.50 per hour. She worked primarily on two unscripted game show productions during her tenure, both of which operated on structured studio taping schedules with defined taping blocks and inter-block breaks.

• Derek Halloran: Post-Production Assistant in the Digital Content Division, assigned to the Hollywood facility (Facility 5). Mr. Halloran was employed by AMA from June 1, 2020 through November 30, 2022, and his hourly rate at separation was $24.75 per hour. His role involved primarily office-based post-production work, including video editing, file management, and deliverable preparation for digital content distributed through streaming platforms.

• Yesenia Padilla: Segment Coordinator in the Live Events Division, assigned to the Burbank facility (Facility 4). Ms. Padilla was employed by AMA from January 10, 2018 through May 17, 2022, and her hourly rate at separation was $31.00 per hour. Her role involved coordinating live event productions, including concerts, award ceremonies, and televised specials, which frequently required extended shifts, travel to event venues, and work during live broadcast windows with limited flexibility for break scheduling.

As the foregoing demonstrates, each of the three named plaintiffs worked in a different division of AMA, at a different facility, under different supervisors, performing fundamentally different job functions. Ms. Fuentes worked in a studio-based unscripted production environment; Mr. Halloran worked in an office-based post-production environment; and Ms. Padilla worked in a live events environment with substantial field and venue-based work. Dr. Makhija should analyze whether the individual experiences of these three plaintiffs — including their specific job duties, scheduling patterns, break practices, supervisory structures, and access to and use of the TimeTrack Pro system features — can reasonably be said to represent the experiences of the approximately 1,850 current and former non-exempt, hourly employees who make up the putative class across all 14 show units and 7 facilities. The analysis should address not only whether the named plaintiffs are typical of the class as defined, but also whether their experiences are even typical of each other, given the significant differences in their respective work environments.

C. Predominance of Individual vs. Common Questions

The third opinion objective is to opine on whether common questions of fact regarding AMA's meal and rest break practices predominate over individual questions, or whether individualized inquiry into the circumstances of each class member's employment is necessary to determine liability. This opinion is directed at the predominance requirement for class certification and should be framed within the analytical framework established in Brinker Restaurant Corp. v. Superior Court (2012) 53 Cal.4th 1004.

Under Brinker, an employer satisfies its meal period obligations by "providing" a compliant meal period — that is, by making the meal period available and not impeding or discouraging the employee from taking it. The employer is not required to "ensure" that the employee actually takes the meal period. Whether a particular employee was "provided" a compliant meal period in any given instance is inherently an individualized inquiry that depends on the specific facts and circumstances of that employee's shift, including the employee's facility, show unit, supervisor, production schedule, and individual conduct.

Dr. Makhija should specifically address whether the existence of the auto-deduction system creates a sufficiently common question to overcome the individualized nature of break experiences, or whether the auto-deduction is properly understood as merely a timekeeping method — a system configuration applied to payroll processing — that does not itself establish that any particular employee was denied a compliant meal period. The distinction is critical: Plaintiffs' theory treats the auto-deduction as evidence of a uniform policy of denying breaks, while AMA's position is that the auto-deduction is a neutral timekeeping function that operated in conjunction with (and was intended to be corrected by) the Missed Meal Attestation feature.

In this regard, Dr. Makhija should address the significance of the Missed Meal Attestation feature and the fact that its activation was inconsistent across AMA's facilities. Specifically:

• The Missed Meal Attestation feature was activated and available to employees at Facilities 1, 3, 5, and 6 (West Hollywood HQ, Sherman Oaks, Hollywood, and Santa Monica).

• The Missed Meal Attestation feature was not activated and was unavailable to employees at Facilities 2, 4, and 7 (Studio City, Burbank, and El Segundo).

• At the four facilities where the feature was activated, employee usage rates were uniformly low: West Hollywood HQ (Facility 1): 2.3% of eligible shifts; Sherman Oaks (Facility 3): 4.1%; Hollywood (Facility 5): 1.8%; Santa Monica (Facility 6): 3.7%.

This inconsistency is significant from both perspectives. From the defense perspective, it demonstrates that the putative class cannot be treated as a uniform group because members at different facilities had materially different experiences with respect to a key feature of the timekeeping system. From the Plaintiffs' perspective, the low usage rates may suggest inadequate training or employee awareness, but this itself raises individualized questions about what each employee knew and did. Dr. Makhija should be prepared to address both dimensions.

Additionally, Dr. Makhija should address the role of supervisory discretion in meal and rest break scheduling. Each of AMA's 14 show units has its own Unit Production Manager ("UPM") or Line Producer who manages day-to-day scheduling, including the timing and duration of meal and rest breaks for production-support staff. Based on preliminary information gathered from AMA's production operations team, there is material variation in how individual UPMs and Line Producers manage break scheduling, reflecting differences in production type, facility constraints, personal management style, and show-specific operational requirements. This supervisory discretion further undermines the premise that AMA's break practices can be adjudicated on a class-wide basis, because the relevant decision-maker for each class member's break experience was not a centralized corporate policy but rather the individual supervisor of the specific show unit to which that class member was assigned.

III. Data Sets to Be Analyzed

Dr. Makhija's analysis will draw upon six primary categories of data and documentary materials, as described in detail below. The firm is in the process of collecting and organizing these materials, and Dr. Makhija should submit a formal data request to the firm by March 15, 2023, specifying any additional data needs or formatting requirements beyond those described herein.

A. NovaPay Solutions TimeTrack Pro Data

The NovaPay Solutions TimeTrack Pro data constitutes the most critical quantitative data set for Dr. Makhija's analysis. NovaPay Solutions Inc. is a workforce management technology provider headquartered at 2200 Powell Street, Suite 600, Emeryville, California 94608. AMA contracted with NovaPay beginning in late 2018 to implement the TimeTrack Pro electronic timekeeping system across all California facilities, with the system going live on January 1, 2019. The key custodian of AMA's data within NovaPay is Marcus Yee, Director of Client Data Services.

The TimeTrack Pro data was obtained pursuant to a third-party subpoena duces tecum issued by Calderwood & Harkness on February 8, 2023, and served on NovaPay Solutions on February 10, 2023. NovaPay has indicated its intent to comply with the subpoena and is in the process of extracting and producing the data. Initial production is expected by mid-March 2023. The data sets to be obtained and analyzed include the following:

1. Punch Records: All clock-in and clock-out records for AMA non-exempt employees at all 7 California facilities for the class period (November 1, 2018 through the present, or the earliest available date in the NovaPay system, which is January 1, 2019, the date on which AMA's engagement with NovaPay commenced). These records include employee ID, facility code, date, clock-in time, clock-out time, and any manual adjustments or corrections applied to the records. The estimated volume of punch records across the full class period is approximately 12 million individual records.

2. Auto-Deduction Records: All records reflecting automatic 30-minute meal period deductions applied by the TimeTrack Pro system, including the system's configuration settings for the auto-deduction threshold. Notably, the auto-deduction threshold was initially configured at 6 hours — meaning the system automatically deducted a 30-minute meal period from any shift of 6 hours or longer. This 6-hour threshold is inconsistent with Wage Order 12's requirement that a meal period be provided to employees who work more than 5 hours in a workday. The threshold was corrected to 5 hours in December 2022, following the filing of this lawsuit. The auto-deduction records will allow Dr. Makhija to quantify the number of shifts where auto-deductions were applied and to identify the universe of shifts potentially affected by the misconfigured threshold.

3. Missed Meal Attestation Records: All records reflecting employee use of the Missed Meal Attestation feature, including date, time, employee ID, facility code, and any free-text comments entered by the employee. These records are critical for analyzing facility-by-facility variation in attestation usage rates and for assessing whether the attestation feature functioned as an effective corrective mechanism for the auto-deduction system.

4. System Configuration Logs: Historical logs showing when the Missed Meal Attestation feature was activated or deactivated at each facility, including the dates of all configuration changes and the identity of the personnel who authorized or implemented each change. These logs will allow Dr. Makhija to establish the precise timeline of feature availability at each facility and to identify any periods during which the feature may have been temporarily deactivated at facilities where it was generally available.

All TimeTrack Pro data is expected to be produced in delimited text format (CSV or tab-delimited files), with accompanying data dictionaries that define each field and its permissible values. Dr. Makhija's team should review the data dictionaries upon receipt and promptly identify any ambiguities or gaps that require clarification from NovaPay.

B. AMA Human Resources and Payroll Data

AMA's internal human resources and payroll data will provide the organizational and compensation framework necessary to contextualize the TimeTrack Pro data. The primary sources for this data within AMA are Lorraine Okafor, Senior Vice President of Human Resources, and Karen Fong, Payroll Manager. The data sets to be obtained include:

1. Employee Roster: A complete list of all non-exempt, hourly employees employed at AMA's California facilities at any point during the class period, totaling approximately 1,850 individuals. The roster should include, for each employee: employee ID, full name, hire date, separation date (if applicable), facility assignment (including history of assignments if the employee transferred between facilities), show unit assignment (including history of assignments), job title, department, hourly rate (including history of rate changes), and exempt/non-exempt classification. This roster will serve as the master reference file for matching TimeTrack Pro records to individual employees and their organizational attributes.

2. Payroll Summary Reports: Aggregate payroll data by pay period for each non-exempt employee, including gross wages, regular wages, overtime wages (at 1.5x and 2x rates), meal period premiums paid, and rest period premiums paid. These reports will allow Dr. Makhija to cross-reference TimeTrack Pro data against actual payroll records and to assess the extent to which AMA paid meal and rest period premiums during the class period — an indicator of how AMA's existing systems identified and remediated potential break violations.

3. Employee Transfer and Reassignment Records: Records documenting any transfers or reassignments of non-exempt employees between facilities or show units during the class period. These records are directly relevant to the variability analysis, as employees who worked at multiple facilities or on multiple show units may have experienced materially different working conditions at different points in their employment, further complicating any attempt at class-wide generalization.

4. Employee Complaint Records: Records of the 14 formal complaints received by AMA's HR department during the class period that related to meal and rest break issues. Dr. Makhija should analyze the distribution of these complaints across facilities and show units to determine whether complaints were concentrated in particular locations or operational contexts, which would further support the defense's variability argument.

C. Production Scheduling Data

Production scheduling data is essential to understanding the operational context in which meal and rest break practices occurred at each facility and show unit. The primary source for this data within AMA is Celine Arroyo, Director of Production Operations. The data sets to be obtained include:

1. Production Schedules and Call Sheets: Daily call sheets for each of the 14 show units across the class period. Call sheets are the standard production document that establishes the schedule for each production day, including call time (the time at which cast and crew are expected to report), expected wrap time (the anticipated end of the production day), scheduled meal breaks (typically designated as "Meal 1" and "Meal 2" with specific times), and, where recorded, actual wrap time. The estimated volume of call sheets across 14 show units over the approximately four-year class period is approximately 18,000 documents. Dr. Makhija's team should work with the firm to develop a sampling and coding protocol for these documents, as a full review of all 18,000 call sheets may not be necessary or cost-effective; a representative sample stratified by facility, show unit, and time period may be sufficient for analytical purposes.

2. Show Unit Profiles: For each of the 14 show units that operated during the class period, AMA should provide a summary profile including: show name, production type (studio-based, field-based, live event, post-production, digital content, or e-commerce), typical shift length, typical number of production days per week, production season dates (including hiatus periods), and facility assignment. These profiles will enable Dr. Makhija to classify the show units by operational type and to structure the variability analysis around meaningful categories.

3. Staffing Reports: Supervisor-to-employee ratios and staffing levels at each facility and show unit, by time period. These reports will support the supervisory structure mapping component of Dr. Makhija's organizational analysis, as described in Section IV below.

D. AMA Policies and Training Materials

Dr. Makhija should review AMA's written policies and any training materials related to meal and rest break compliance and timekeeping procedures. The primary sources for these documents within AMA are Gregory Tanaka, Vice President of Legal and Compliance, and Lorraine Okafor, SVP Human Resources. The documents to be obtained include:

1. The AMA Employee Handbook (March 2021 revision), with particular attention to Section 4.3 (Meal Periods), Section 4.4 (Rest Periods), and Section 4.7 (Timekeeping). Earlier versions of the handbook, if available, should also be obtained to identify any changes in policy during the class period.

2. AMA's standalone Meal and Rest Break Policy, effective January 1, 2019, which was distributed to all non-exempt employees at the time of NovaPay TimeTrack Pro implementation.

3. Any training materials, memoranda, email communications, or other documents regarding the TimeTrack Pro system, including the Missed Meal Attestation feature, that were distributed to employees, supervisors, or management during the class period. It should be noted that preliminary review of AMA's document production has not identified any formal training materials specific to the Missed Meal Attestation feature, which may itself be relevant to the analysis of attestation usage rates.

4. AMA's Acceptable Use and Confidentiality Policy (March 2021 revision), to the extent it addresses employee use of electronic timekeeping systems.

E. Deposition Transcripts (As They Become Available)

As depositions are taken during the class certification discovery phase, Dr. Makhija should review and incorporate relevant testimony into his analysis. The following depositions are currently scheduled or anticipated:

Named Plaintiff Depositions:

• Marisol Fuentes — May 2, 2023

• Derek Halloran — May 9, 2023

• Yesenia Padilla — May 16, 2023

AMA Person Most Knowledgeable (PMK) Depositions:

• Lorraine Okafor, SVP Human Resources — PMK on timekeeping systems and meal/rest break policies

• Celine Arroyo, Director of Production Operations — PMK on production scheduling and staffing

• Karen Fong, Payroll Manager — PMK on payroll processing and premium payments

Third-Party Deposition:

• Marcus Yee, Director of Client Data Services, NovaPay Solutions Inc. — system configuration, auto-deduction settings, and attestation feature implementation

Show Unit Production Manager Depositions:

• Three UPMs to be deposed by Plaintiffs (specific individuals not yet designated)

Former AMA Employee Depositions:

• Four former AMA employees to be deposed by Plaintiffs (specific individuals not yet designated)

The total number of anticipated depositions in the class certification phase is 18. Dr. Makhija should prioritize review of the PMK depositions (Okafor, Arroyo, and Fong) and the NovaPay deposition (Yee) as they become available, as these are likely to contain the most directly relevant testimony regarding system configuration, policy implementation, and operational practices. The named plaintiff depositions and UPM depositions will be relevant to the typicality and supervisory discretion analyses, respectively.

F. Plaintiffs' Expert Report (When Produced)

Plaintiffs have retained Dr. Howard Rennick of Pinnacle Economic Consulting Group LLC, located at 3000 El Camino Real, Suite 500, Palo Alto, California 94306, as their expert on class certification issues. Pursuant to the stipulated scheduling order, Dr. Rennick's expert report is due April 28, 2023. Upon receipt of Dr. Rennick's report, Dr. Makhija should review it thoroughly, with particular attention to Dr. Rennick's methodology and assumptions regarding the existence of common proof of AMA's alleged meal and rest break violations. Dr. Makhija's own report and, if appropriate, a supplemental rebuttal section should address any flaws, gaps, or unsupported assumptions in Dr. Rennick's common-proof arguments at the certification stage. Dr. Makhija should coordinate with the firm promptly upon receipt of Dr. Rennick's report to assess whether any adjustments to the scope of Dr. Makhija's analysis are warranted in light of Dr. Rennick's approach.

IV. Analytical Methodology

Dr. Makhija's analysis should employ a multi-method approach combining quantitative statistical analysis of the TimeTrack Pro and payroll data with qualitative organizational and structural analysis of AMA's production operations. The specific methodological components are described below.

A. Quantitative Analysis of TimeTrack Pro Data

The quantitative analysis of the TimeTrack Pro data should encompass the following components:

1. Shift Length Distribution Analysis. For each of the 7 facilities and each of the 14 show units, Dr. Makhija should compute the distribution of shift lengths across the class period, including the mean, median, standard deviation, interquartile range, and key percentiles (10th, 25th, 75th, and 90th). The resulting distributions should be compared across facilities and across show units to identify statistically significant differences. Appropriate statistical tests should be employed to determine whether observed differences in shift length distributions are statistically significant, including parametric tests (e.g., one-way ANOVA with post-hoc pairwise comparisons) and non-parametric alternatives (e.g., Kruskal-Wallis H test) if the data do not satisfy the assumptions of normality required for parametric testing. Effect sizes should be reported alongside significance levels to demonstrate the practical magnitude of any observed differences.

2. Overtime Frequency Analysis. For each facility and show unit, Dr. Makhija should calculate the frequency of overtime shifts, defined as shifts exceeding 8 hours (daily overtime threshold under California Labor Code § 510), shifts exceeding 10 hours (threshold for the double-time rate), and shifts exceeding 12 hours (threshold for extended workday provisions). Overtime rates should be expressed as a percentage of total shifts at each facility and show unit, and compared across locations using chi-square tests or logistic regression to determine whether the probability of an overtime shift differs significantly by facility or show unit assignment.

3. Meal Period Timing Analysis. Using punch data, Dr. Makhija should analyze the timing and duration of meal periods at each facility and show unit. It should be noted that the auto-deduction system may obscure actual meal period timing in cases where employees were not required to separately clock out for and clock back in from meal periods. At facilities and show units where separate meal-period punches were recorded, the timing and duration of meal periods should be analyzed directly. At facilities where the auto-deduction was applied without separate meal-period punches, the attestation data should be used as a proxy indicator of meal period compliance, with appropriate caveats regarding the limitations of this approach.

4. Missed Meal Attestation Rate Analysis. For each facility where the Missed Meal Attestation feature was activated (Facilities 1, 3, 5, and 6), Dr. Makhija should calculate the attestation rate, defined as the percentage of eligible shifts (i.e., shifts to which a 30-minute auto-deduction was applied) where the employee recorded a missed-meal attestation. These rates should be compared across facilities and analyzed over time to identify any trends, seasonal patterns, or changes coinciding with identifiable events (e.g., the filing of this lawsuit, changes in management or policy). For facilities where the attestation feature was not activated (Facilities 2, 4, and 7), Dr. Makhija should note the absence of attestation data and the resulting inability to assess meal period compliance through the electronic system at those locations. This gap in the data is itself relevant to the variability and predominance analyses, as it means that different class members had fundamentally different mechanisms available to them for reporting missed meal periods.

5. Seasonal and Show-Cycle Variation Analysis. Dr. Makhija should analyze whether meal and rest break patterns vary by season (e.g., higher missed-meal rates during peak production months versus hiatus periods), by production phase (pre-production, active production, post-production, hiatus), or by show unit lifecycle stage (new show launch versus established franchise with settled production rhythms). This analysis will further demonstrate the multi-dimensional variability of working conditions within the putative class and the difficulty of reaching class-wide conclusions about AMA's break practices.

B. Organizational and Structural Analysis

In addition to the quantitative analysis of timekeeping data, Dr. Makhija should conduct a qualitative organizational and structural analysis of AMA's production operations, encompassing the following components:

1. Supervisory Structure Mapping. For each of the 14 show units, Dr. Makhija should map the supervisory chain from the UPM or Line Producer down to the non-exempt production-support employees who comprise the putative class. This mapping should identify the number of supervisory personnel, the span of control (number of non-exempt employees per supervisor), and the degree of supervisory autonomy exercised by each UPM or Line Producer regarding scheduling and break management decisions. The supervisory structure mapping is essential to the predominance analysis, as it will demonstrate that the decision-making authority regarding break scheduling was decentralized and vested in individual supervisors rather than dictated by a uniform corporate policy.

2. Facility Type Classification. Dr. Makhija should classify each of the 7 facilities by operational type — studio-based production, field-based production, live events, post-production, digital content, or e-commerce — and analyze whether facility type correlates with break practice patterns as reflected in the TimeTrack Pro data. If statistically significant correlations exist between facility type and break practice metrics, this would support the argument that the putative class is composed of operationally distinct subgroups whose break experiences were driven by facility-specific operational constraints rather than by any uniform company-wide policy.

3. Job Function Analysis. Dr. Makhija should analyze whether meal and rest break experiences differ by job function (production coordinator, post-production assistant, segment coordinator, studio technician, camera operator, etc.) within and across show units. If employees in different job functions at the same facility experience materially different break patterns, this would further support the defense's position that individualized inquiry is necessary to determine each class member's break experience.

C. Supervisor Survey and Interview Protocol

As a component of the organizational analysis, Dr. Makhija should design and administer a structured questionnaire to UPMs and Line Producers across the 14 show units. The questionnaire should be designed to assess, at a minimum, the following topics:

• How meal and rest breaks are typically scheduled on production days versus office days or preparation days at each show unit;

• Whether the UPM or Line Producer exercises individual discretion in deviating from AMA's company-wide meal and rest break policy, and if so, the nature and frequency of such deviations;

• Whether the UPM or Line Producer is aware of the TimeTrack Pro Missed Meal Attestation feature and whether employees under their supervision are directed or encouraged to use it when a meal period is missed or non-compliant;

• Whether there are show-specific or location-specific challenges to providing compliant meal and rest breaks, including but not limited to: remote shooting locations without nearby break facilities, live broadcast timing constraints that preclude interruption of production for meal breaks, continuous shooting requirements that make it impractical to release all crew members simultaneously, and logistical constraints related to cast availability or talent scheduling.

It should be acknowledged that this survey methodology may be subject to critique by Plaintiffs on the grounds of potential selection bias, as supervisors may have an incentive to underreport problems with break compliance. Dr. Makhija should be prepared to address this critique in his expert report by emphasizing that the supervisor survey is one component of a multi-method analysis that is cross-validated against objective TimeTrack Pro data and production scheduling records. The survey data supplements but does not supplant the quantitative analysis, and any inconsistencies between supervisor self-reports and objective data can be identified and addressed.

D. Named Plaintiff Comparison

For each of the three named plaintiffs (Fuentes, Halloran, and Padilla), Dr. Makhija should extract the following information from the available data and conduct a systematic comparison:

• Facility assignment and show unit assignment during the full period of employment;

• Shift length distribution during the period of employment, compared to the overall distribution at the assigned facility and show unit;

• Overtime frequency during the period of employment, compared to the overall overtime rate at the assigned facility and show unit;

• Availability of the Missed Meal Attestation feature at the assigned facility during the period of employment;

• Individual attestation usage (if applicable) — whether and how frequently each named plaintiff used the attestation feature;

• A direct comparison of each named plaintiff's data profile to the class-wide data profile, as well as pairwise comparisons among the three named plaintiffs, to quantify the degree of divergence between their individual experiences and the putative class experience.

This comparative analysis will provide the empirical foundation for Dr. Makhija's typicality opinion and will allow the Court to assess whether the named plaintiffs' claims are sufficiently aligned with those of the absent class members to satisfy the typicality requirement.

V. Expected Output and Opinions

Based on preliminary review of the available information and the analytical methodology described above, the following opinions are anticipated. These opinions are, of course, subject to confirmation and refinement through the actual data analysis, and Dr. Makhija should not commit to any opinion that is not supported by the data. The firm's objective is to present the most defensible, evidence-based opinions possible; credibility is paramount.

A. Primary Opinion — Variability of Working Conditions

The primary opinion to be rendered is that the working conditions, scheduling practices, meal and rest break implementation, and supervisory discretion across AMA's 7 California production facilities and 14 show units during the class period vary materially and are not susceptible to class-wide generalization. This opinion should be supported by specific, quantified findings, including but not limited to the following expected results (subject to confirmation through the data analysis):

• Studio-based show units, such as those operating at Facility 2 in Studio City, are expected to have relatively predictable 8-to-10-hour production days with structured meal breaks scheduled at consistent times during taping blocks. In contrast, field-based show units, such as those coordinated from Facility 4 in Burbank, are expected to have extended 12-to-16-hour production days with logistically challenging break conditions, including shoots at remote outdoor locations where break facilities may be limited or unavailable.

• Post-production operations at Facilities 1, 5, and 7 are office-based with standard business-hour schedules and regular, predictable break patterns that are fundamentally different in character from the break experiences of employees on live production or field production show units.

• The percentage of shifts with self-reported missed meal periods (as captured through the Missed Meal Attestation feature at the four facilities where it was activated) is expected to vary significantly across show units and facilities, reflecting the underlying operational differences described above.

• Supervisory practices regarding break scheduling are expected to be materially different across the 14 show units, reflecting the broad discretion exercised by individual UPMs and Line Producers in managing the day-to-day operations of their respective show units.

B. Secondary Opinion — Typicality

The secondary opinion is that the three named plaintiffs — Marisol Fuentes, Derek Halloran, and Yesenia Padilla — worked in three different divisions of AMA, at three different facilities, under different supervisory structures, performing fundamentally different job functions. Their individual work experiences are not representative of each other, let alone of the full putative class of approximately 1,850 current and former non-exempt, hourly employees spread across 7 facilities and 14 show units. This opinion will be supported by the comparative data analysis described in Section IV.D above, which is expected to demonstrate statistically significant differences in the shift length distributions, overtime frequencies, and break patterns experienced by each named plaintiff relative to the class as a whole.

C. Tertiary Opinion — Predominance

The tertiary opinion is that individualized inquiry is necessary to determine whether each putative class member was "provided" a compliant meal or rest period within the meaning of Brinker Restaurant Corp. v. Superior Court (2012) 53 Cal.4th 1004. The auto-deduction system is properly characterized as a timekeeping method — a system configuration applied to payroll processing — rather than a substantive policy of denying breaks. Whether any particular employee actually received a compliant meal or rest break on any particular shift depends on a matrix of individualized facts, including: the employee's show unit assignment and the operational profile of that show unit; the employee's facility assignment and the physical characteristics of that facility; the identity and management practices of the employee's immediate supervisor (UPM or Line Producer); the specific production schedule on the date in question; and the employee's own individual actions and choices regarding break-taking. These individualized determinations cannot be resolved through common proof, and the existence of the auto-deduction system does not transform an inherently individualized inquiry into a common one.

VI. Deliverables and Timeline

The following table sets forth the anticipated deliverables and deadlines for Dr. Makhija's engagement. All dates are subject to adjustment based on the pace of data production and any changes to the Court's scheduling order.

Dr. Makhija should note that the draft report deadline of May 5, 2023 assumes receipt of all critical data sets (including the NovaPay TimeTrack Pro data and AMA HR/payroll data) no later than April 1, 2023, and receipt of Dr. Rennick's report by the April 28, 2023 deadline. If data production is delayed, the firm will work with Dr. Makhija to adjust the timeline accordingly, subject to the immovable deadline of June 14, 2023 for the filing of AMA's opposition.

VII. Coordination with Defense Economics Expert

Dr. Makhija's work should be coordinated with, but maintained independent of, the parallel engagement of Dr. Catherine Lindstrom of Hargrove Analytics Inc., located at 515 South Figueroa Street, Suite 1100, Los Angeles, California 90071. Dr. Lindstrom has been separately retained by Calderwood & Harkness on behalf of AMA to analyze and rebut Plaintiffs' damages model, which will be set forth in the anticipated expert report of Dr. Howard Rennick. Dr. Lindstrom's engagement is focused on the economic dimensions of the case, including an analysis of the auto-deduction system's actual impact on employee compensation and the development of an alternative damages calculation methodology. Based on preliminary analysis, Dr. Lindstrom's work is expected to yield a defense damages estimate of approximately $5.8 million, in contrast to Plaintiffs' projected aggregate damages of approximately $38.6 million.

The division of labor between the two defense experts is as follows: Dr. Makhija focuses on organizational and operational variability issues relevant to commonality, typicality, and predominance (i.e., the threshold questions of whether the case is appropriate for class treatment); Dr. Lindstrom focuses on damages quantification (i.e., the economic consequences of any liability that may be established). While these areas are conceptually distinct, they share certain underlying data sources, and the two experts' analyses may reinforce each other at certain points.

The two experts may share underlying data sets, including the TimeTrack Pro data and AMA payroll data, to the extent necessary to ensure consistency in data processing and interpretation. However, each expert should independently develop their respective analyses and opinions. Cross-referencing between the two experts' reports is permitted and may be appropriate where one expert's findings inform or contextualize the other's analysis. Any collaboration on methodology or opinion formation should be documented in writing and disclosed as appropriate, consistent with the obligations of expert witnesses under California law.

The firm will serve as the intermediary for all communications between the two experts to ensure that the coordination process is properly documented and that any work product exchanged between the experts is subject to appropriate privilege protections. Dr. Makhija should direct any questions regarding Dr. Lindstrom's analysis to the firm rather than contacting Dr. Lindstrom directly.

VIII. Compensation and Budget

Pursuant to the Expert Retention Letter dated March 1, 2023, the following billing rates apply to Dr. Makhija's engagement:

• Dr. Rajesh Makhija, Principal Expert: $650 per hour

• Senior Research Analyst (Workforce Dynamics Consulting LLC staff): $350 per hour

• Research Analyst (Workforce Dynamics Consulting LLC staff): $225 per hour

The estimated budget for the engagement, encompassing report preparation, expert declaration, and hearing testimony, is $140,000 to $180,000 in professional fees. Additional out-of-pocket expenses, including data processing costs, statistical software licensing fees, travel expenses for the class certification hearing, and any other reasonable and necessary expenses, are estimated at $15,000 to $20,000. The total estimated cost of the engagement is therefore $155,000 to $200,000.

All time and expenses should be invoiced monthly to Calderwood & Harkness LLP, referencing C&H Matter No. 1017-00004, for pass-through to AMA as a litigation expense. Invoices should include sufficient detail to allow the firm and the client to assess the nature of the work performed, including a brief description of the task, the identity of the timekeeper (Dr. Makhija, Senior Research Analyst, or Research Analyst), the number of hours worked, and the applicable rate. Dr. Makhija should notify the firm promptly if the engagement is trending toward the upper end of the budget estimate or if circumstances arise that may cause the budget to be exceeded.

IX. Confidentiality and Privilege

All materials provided to Dr. Makhija in connection with this engagement are confidential and subject to the Stipulated Protective Order entered in Fuentes v. Aurelius Media Americas Inc., LASC Case No. 22STCV38214, on February 15, 2023 (the "Protective Order"). The Protective Order establishes a two-tier confidentiality designation system:

• CONFIDENTIAL: Information designated as CONFIDENTIAL may be disclosed to the parties, their counsel, and retained experts, but may not be disclosed to any other person or entity.

• HIGHLY CONFIDENTIAL — ATTORNEYS' EYES ONLY: Information designated as HIGHLY CONFIDENTIAL — ATTORNEYS' EYES ONLY may be disclosed only to outside counsel and retained experts, and may not be disclosed to in-house counsel, party representatives, or any other person or entity without prior court order or written consent of the designating party.

TimeTrack Pro data containing employee personal information — including employee names, Social Security numbers, home addresses, and other personally identifiable information — should be treated as HIGHLY CONFIDENTIAL — ATTORNEYS' EYES ONLY and handled accordingly. Dr. Makhija and his staff should implement appropriate data security measures, including encryption of data files at rest and in transit, access controls limiting access to authorized personnel, and secure deletion of data upon conclusion of the engagement or as otherwise directed by the firm.

Dr. Makhija should maintain all work product, draft analyses, internal memoranda, and communications with Calderwood & Harkness in a manner consistent with preserving attorney work product protection. Draft reports and preliminary analyses should be clearly marked "DRAFT — ATTORNEY WORK PRODUCT — PRIVILEGED" until finalized. Dr. Makhija should be aware that once a final expert report is designated for disclosure to the opposing party, certain underlying materials may become discoverable under California Code of Civil Procedure § 2034.210 et seq. The firm will provide guidance on the scope of discoverability obligations as the engagement progresses.

No materials, data, analyses, or information received or generated in connection with this engagement should be disclosed to any third party — including other clients of Workforce Dynamics Consulting LLC, academic colleagues, or media — without the prior written consent of Calderwood & Harkness LLP.

X. Contact Information

For all communications related to this engagement, the following contact information should be used:

Primary Calderwood & Harkness Contact:

Devon Archer, Senior Associate Calderwood & Harkness LLP 777 South Figueroa Street, Suite 4200 Los Angeles, California 90017 Telephone: (213) 555-7238

Email: darcher@calderwoodharkness.com

Secondary Calderwood & Harkness Contact:

Nadia Petrov, Associate Calderwood & Harkness LLP 777 South Figueroa Street, Suite 4200 Los Angeles, California 90017 Telephone: (213) 555-7251

Email: npetrov@calderwoodharkness.com

Partner Oversight:

Renata Vasquez, Partner Calderwood & Harkness LLP 777 South Figueroa Street, Suite 4200 Los Angeles, California 90017 Telephone: (213) 555-7200

Email: rvasquez@calderwoodharkness.com

AMA Client Contact (for data coordination):

Gregory Tanaka, Vice President, Legal & Compliance Aurelius Media Americas Inc. 8500 Sunset Boulevard, Suite 1400 West Hollywood, California 90069

Email: gtanaka@aureliusmedia.com

NovaPay Data Contact:

Marcus Yee, Director, Client Data Services NovaPay Solutions Inc. 2200 Powell Street, Suite 600 Emeryville, California 94608

All substantive communications regarding the scope of the engagement, analytical methodology, draft opinions, or legal strategy should be directed to Devon Archer or Nadia Petrov. Routine data coordination inquiries may be directed to Gregory Tanaka or Marcus Yee as appropriate, with the firm copied on all communications. Any direct communications with opposing counsel or Plaintiffs' experts should be routed through the firm.

CONFIDENTIAL — ATTORNEY WORK PRODUCT / ATTORNEY-CLIENT PRIVILEGED

Deliverable	Due Date
Initial data request to Calderwood & Harkness (listing specific data needed, format requirements, and any clarifications regarding the data sets described in Section III)	March 15, 2023
Data receipt confirmation and preliminary data quality assessment (including identification of any data gaps, inconsistencies, or formatting issues requiring resolution)	April 1, 2023
Draft Expert Report for Calderwood & Harkness review and comment	May 5, 2023
Final Expert Report incorporating all revisions	May 19, 2023
Expert Declaration for filing with AMA's Opposition to Plaintiffs' Motion for Class Certification	June 14, 2023
Availability for oral testimony at class certification hearing	Week of July 28, 2023

CONFIDENTIAL — ATTORNEY WORK PRODUCT / ATTORNEY-CLIENT PRIVILEGED
CALDERWOOD & HARKNESS LLP 777 South Figueroa Street, Suite 4200 Los Angeles, California 90017 Telephone: (213) 555-7200 Facsimile: (213) 555-7299
MEMORANDUM
TO: Renata Vasquez, Partner
FROM: Devon Archer, Senior Associate
DATE: March 5, 2023
RE: Expert Engagement — Scope of Work for Dr. Rajesh Makhija, Workforce Dynamics Consulting LLC — Fuentes v. Aurelius Media Americas Inc., LASC Case No. 22STCV38214 (Consolidated) — C&H Matter No. 1017-00004
I. Purpose and Engagement Context
This memorandum sets forth the detailed scope of work for Dr. Rajesh Makhija of Workforce Dynamics Consulting LLC, located at 444 Castro Street, Suite 800, Mountain View, California 94041, who has been retained pursuant to the Expert Retention Letter dated March 1, 2023. The purpose of this memorandum is to provide Dr. Makhija and the defense team with a comprehensive, integrated description of the engagement, including the expert opinion objectives, the data sets and documents to be analyzed, the analytical methodology to be employed, the expected deliverables and timeline, and the applicable budgetary and confidentiality parameters. This memorandum is intended to serve as the primary reference document governing the scope of Dr. Makhija's engagement throughout the class certification phase of this litigation.
Dr. Makhija is retained as an expert in industrial and organizational psychology and workforce analytics. His specific mandate in this engagement is to analyze and opine on the variability of working conditions, scheduling practices, meal and rest break implementation, and supervisory discretion across the California operations of Defendant Aurelius Media Americas Inc. ("AMA"). Dr. Makhija's qualifications for this engagement include a Ph.D. in Industrial/Organizational Psychology from Stanford University, over twenty years of consulting experience in workforce operations analysis across the entertainment and media industries, and prior expert testimony in fourteen California wage-and-hour class certification proceedings. His curriculum vitae is attached to the Expert Retention Letter and will be appended to his expert report.
Dr. Makhija's analysis will be used primarily in connection with AMA's opposition to Plaintiffs' anticipated motion for class certification, which, based on the parties' stipulated scheduling order entered January 20, 2023, is expected to be filed on or about April 14, 2023. AMA's opposition is due June 14, 2023, with the class certification hearing currently set for the week of July 28, 2023, before the Honorable Judge Cynthia T. Nakamura in Department 32 of the Los Angeles County Superior Court, Stanley Mosk Courthouse.
This engagement is on behalf of Defendant Aurelius Media Americas Inc., a Delaware corporation qualified to do business in California, with its principal office located at 8500 Sunset Boulevard, Suite 1400, West Hollywood, California 90069. AMA is a wholly owned subsidiary of Aurelius Global Media Group PLC, a public limited company organized under the laws of England and Wales and listed on the London Stock Exchange. AMA is a major producer and distributor of unscripted television programming, live entertainment events, digital content, and e-commerce video productions in the United States, with its California operations constituting the largest concentration of its domestic workforce.
AMA currently employs approximately 2,400 employees in California across a range of exempt and non-exempt positions. Of these, approximately 1,850 were non-exempt, hourly employees at some point during the class period, which runs from November 1, 2018 through the present. These non-exempt employees include production coordinators, production assistants, post-production assistants, segment coordinators, studio technicians, camera operators, audio technicians, set dressers, digital content associates, and various other production-support roles. The putative class, as defined in the operative Second Amended Complaint filed December 2, 2022, consists of approximately 1,850 current and former non-exempt, hourly employees who worked at any of AMA's 7 California production facilities across 14 distinct show units during the class period. All putative class members are governed by Industrial Welfare Commission Wage Order No. 12-2001 (the Motion Picture Industry Order).
The core allegations in this matter center on claims that AMA engaged in systematic violations of California's meal-and-rest-break requirements (California Labor Code §§ 226.7, 512), off-the-clock work in violation of Labor Code §§ 510, 1194, and 1197, and misclassification of certain employees as exempt from overtime requirements. Central to Plaintiffs' theory is AMA's use of the NovaPay Solutions "TimeTrack Pro" electronic timekeeping system and, in particular, the system's automatic 30-minute meal period deduction feature, which Plaintiffs contend operated as a de facto policy of denying employees their meal periods by automatically deducting time regardless of whether a compliant meal period was actually taken. Plaintiffs further allege that AMA failed to adequately train employees on the use of the system's "Missed Meal Attestation" feature, which would allow employees to report that a meal period was missed or non-compliant, and that this failure rendered the auto-deduction system a mechanism for concealing meal period violations rather than a neutral timekeeping tool.
II. Expert Opinion Objectives
Dr. Makhija's engagement is directed toward three overarching opinion objectives, each of which relates to a distinct element of the class certification analysis under California Code of Civil Procedure § 382 and the framework established in Brinker Restaurant Corp. v. Superior Court (2012) 53 Cal.4th 1004, Duran v. Brightwater Securities (2014) 59 Cal.4th 1, and their progeny. These opinion objectives are described below in order of priority.
A. Variability of Working Conditions Across Facilities and Show Units
The first and primary opinion objective is to analyze and quantify the degree of variation in working conditions, production schedules, shift lengths, overtime frequency, and meal and rest break practices across AMA's 7 California production facilities and 14 show units during the class period. This variability analysis is central to AMA's argument that the putative class lacks the commonality and cohesion necessary for certification, because the working conditions experienced by individual class members differ materially depending on the facility, show unit, and supervisor to which they were assigned.
AMA operates 7 California production facilities, each of which serves a distinct operational function within the company's production ecosystem. These facilities are as follows:
1.  Facility 1 — 8500 Sunset Boulevard, Suite 1400, West Hollywood, CA 90069: AMA's corporate headquarters and primary post-production facility, housing executive offices, post-production editing suites, and administrative support functions.
2.  Facility 2 — 4024 Penmark Strategy Partners Avenue, Studio City, CA 91604: Stage A and Stage B, primarily used for unscripted television production, including studio-based game shows and competition formats.
3.  Facility 3 — 15301 Ventura Boulevard, Suite 300, Sherman Oaks, CA 91403: AMA's digital content production facility, housing teams that produce short-form content for streaming platforms and social media distribution.
4.  Facility 4 — 3800 West Alameda Avenue, Burbank, CA 91505: Live events and field production coordination facility, serving as the operational hub for AMA's live entertainment events (concerts, award shows, and televised specials) and outdoor/adventure field production units.
5.  Facility 5 — 1438 North Gower Street, Hollywood, CA 90028: Scripted development facility, housing the creative development team, writers' rooms, and pre-production operations for AMA's scripted content pipeline.
6.  Facility 6 — 2120 Colorado Avenue, Santa Monica, CA 90404: AMA's e-commerce studio, where product demonstration and promotional content is produced for digital retail platforms.
7.  Facility 7 — 888 North Sepulveda Boulevard, El Segundo, CA 90245: Post-production annex, functioning as an overflow facility for post-production editing, color correction, sound mixing, and quality control operations.
During the class period, AMA operated 14 distinct show units across these 7 facilities under IWC Wage Order 12. These show units span fundamentally different operational profiles, including studio-based game shows with structured taping schedules, field-based outdoor adventure programs involving remote locations and variable shoot days, live events such as concerts and award shows with rigid broadcast windows and extended continuous production periods, post-production editing operations with standard office-hour schedules, digital content production with rapid turnaround cycles, and e-commerce studio operations with high-volume, short-segment recording schedules. The diversity of these operational profiles is central to the defense's class certification argument.
Dr. Makhija's opinion on this topic should establish, through rigorous quantitative and organizational analysis, that these different operational profiles result in materially different working conditions that cannot be meaningfully generalized across the putative class. Specifically, the opinion should demonstrate that no single characterization of AMA's scheduling practices, meal and rest break implementation, or supervisory approach can accurately describe the experience of all 1,850 putative class members, because the experience of a production coordinator on a studio-based game show at the Studio City facility is fundamentally different from that of a segment coordinator on a live events production out of the Burbank facility, and both are fundamentally different from the experience of a post-production assistant at the El Segundo annex.
B. Typicality Analysis — Named Plaintiffs
The second opinion objective is to assess whether the individual work experiences of the three named plaintiffs are typical of the putative class as a whole, within the meaning of the typicality requirement for class certification. The three named plaintiffs are:
•  Marisol Fuentes: Production Coordinator in the Unscripted Programming Division, assigned to the Studio City facility (Facility 2). Ms. Fuentes was employed by AMA from March 14, 2019 through August 5, 2022, and her hourly rate at the time of separation was $28.50 per hour. She worked primarily on two unscripted game show productions during her tenure, both of which operated on structured studio taping schedules with defined taping blocks and inter-block breaks.
•  Derek Halloran: Post-Production Assistant in the Digital Content Division, assigned to the Hollywood facility (Facility 5). Mr. Halloran was employed by AMA from June 1, 2020 through November 30, 2022, and his hourly rate at separation was $24.75 per hour. His role involved primarily office-based post-production work, including video editing, file management, and deliverable preparation for digital content distributed through streaming platforms.
•  Yesenia Padilla: Segment Coordinator in the Live Events Division, assigned to the Burbank facility (Facility 4). Ms. Padilla was employed by AMA from January 10, 2018 through May 17, 2022, and her hourly rate at separation was $31.00 per hour. Her role involved coordinating live event productions, including concerts, award ceremonies, and televised specials, which frequently required extended shifts, travel to event venues, and work during live broadcast windows with limited flexibility for break scheduling.
As the foregoing demonstrates, each of the three named plaintiffs worked in a different division of AMA, at a different facility, under different supervisors, performing fundamentally different job functions. Ms. Fuentes worked in a studio-based unscripted production environment; Mr. Halloran worked in an office-based post-production environment; and Ms. Padilla worked in a live events environment with substantial field and venue-based work. Dr. Makhija should analyze whether the individual experiences of these three plaintiffs — including their specific job duties, scheduling patterns, break practices, supervisory structures, and access to and use of the TimeTrack Pro system features — can reasonably be said to represent the experiences of the approximately 1,850 current and former non-exempt, hourly employees who make up the putative class across all 14 show units and 7 facilities. The analysis should address not only whether the named plaintiffs are typical of the class as defined, but also whether their experiences are even typical of each other, given the significant differences in their respective work environments.
C. Predominance of Individual vs. Common Questions
The third opinion objective is to opine on whether common questions of fact regarding AMA's meal and rest break practices predominate over individual questions, or whether individualized inquiry into the circumstances of each class member's employment is necessary to determine liability. This opinion is directed at the predominance requirement for class certification and should be framed within the analytical framework established in Brinker Restaurant Corp. v. Superior Court (2012) 53 Cal.4th 1004.
Under Brinker, an employer satisfies its meal period obligations by "providing" a compliant meal period — that is, by making the meal period available and not impeding or discouraging the employee from taking it. The employer is not required to "ensure" that the employee actually takes the meal period. Whether a particular employee was "provided" a compliant meal period in any given instance is inherently an individualized inquiry that depends on the specific facts and circumstances of that employee's shift, including the employee's facility, show unit, supervisor, production schedule, and individual conduct.
Dr. Makhija should specifically address whether the existence of the auto-deduction system creates a sufficiently common question to overcome the individualized nature of break experiences, or whether the auto-deduction is properly understood as merely a timekeeping method — a system configuration applied to payroll processing — that does not itself establish that any particular employee was denied a compliant meal period. The distinction is critical: Plaintiffs' theory treats the auto-deduction as evidence of a uniform policy of denying breaks, while AMA's position is that the auto-deduction is a neutral timekeeping function that operated in conjunction with (and was intended to be corrected by) the Missed Meal Attestation feature.
In this regard, Dr. Makhija should address the significance of the Missed Meal Attestation feature and the fact that its activation was inconsistent across AMA's facilities. Specifically:
•  The Missed Meal Attestation feature was activated and available to employees at Facilities 1, 3, 5, and 6 (West Hollywood HQ, Sherman Oaks, Hollywood, and Santa Monica).
•  The Missed Meal Attestation feature was not activated and was unavailable to employees at Facilities 2, 4, and 7 (Studio City, Burbank, and El Segundo).
•  At the four facilities where the feature was activated, employee usage rates were uniformly low: West Hollywood HQ (Facility 1): 2.3% of eligible shifts; Sherman Oaks (Facility 3): 4.1%; Hollywood (Facility 5): 1.8%; Santa Monica (Facility 6): 3.7%.
This inconsistency is significant from both perspectives. From the defense perspective, it demonstrates that the putative class cannot be treated as a uniform group because members at different facilities had materially different experiences with respect to a key feature of the timekeeping system. From the Plaintiffs' perspective, the low usage rates may suggest inadequate training or employee awareness, but this itself raises individualized questions about what each employee knew and did. Dr. Makhija should be prepared to address both dimensions.
Additionally, Dr. Makhija should address the role of supervisory discretion in meal and rest break scheduling. Each of AMA's 14 show units has its own Unit Production Manager ("UPM") or Line Producer who manages day-to-day scheduling, including the timing and duration of meal and rest breaks for production-support staff. Based on preliminary information gathered from AMA's production operations team, there is material variation in how individual UPMs and Line Producers manage break scheduling, reflecting differences in production type, facility constraints, personal management style, and show-specific operational requirements. This supervisory discretion further undermines the premise that AMA's break practices can be adjudicated on a class-wide basis, because the relevant decision-maker for each class member's break experience was not a centralized corporate policy but rather the individual supervisor of the specific show unit to which that class member was assigned.
III. Data Sets to Be Analyzed
Dr. Makhija's analysis will draw upon six primary categories of data and documentary materials, as described in detail below. The firm is in the process of collecting and organizing these materials, and Dr. Makhija should submit a formal data request to the firm by March 15, 2023, specifying any additional data needs or formatting requirements beyond those described herein.
A. NovaPay Solutions TimeTrack Pro Data
The NovaPay Solutions TimeTrack Pro data constitutes the most critical quantitative data set for Dr. Makhija's analysis. NovaPay Solutions Inc. is a workforce management technology provider headquartered at 2200 Powell Street, Suite 600, Emeryville, California 94608. AMA contracted with NovaPay beginning in late 2018 to implement the TimeTrack Pro electronic timekeeping system across all California facilities, with the system going live on January 1, 2019. The key custodian of AMA's data within NovaPay is Marcus Yee, Director of Client Data Services.
The TimeTrack Pro data was obtained pursuant to a third-party subpoena duces tecum issued by Calderwood & Harkness on February 8, 2023, and served on NovaPay Solutions on February 10, 2023. NovaPay has indicated its intent to comply with the subpoena and is in the process of extracting and producing the data. Initial production is expected by mid-March 2023. The data sets to be obtained and analyzed include the following:
1.  Punch Records: All clock-in and clock-out records for AMA non-exempt employees at all 7 California facilities for the class period (November 1, 2018 through the present, or the earliest available date in the NovaPay system, which is January 1, 2019, the date on which AMA's engagement with NovaPay commenced). These records include employee ID, facility code, date, clock-in time, clock-out time, and any manual adjustments or corrections applied to the records. The estimated volume of punch records across the full class period is approximately 12 million individual records.
2.  Auto-Deduction Records: All records reflecting automatic 30-minute meal period deductions applied by the TimeTrack Pro system, including the system's configuration settings for the auto-deduction threshold. Notably, the auto-deduction threshold was initially configured at 6 hours — meaning the system automatically deducted a 30-minute meal period from any shift of 6 hours or longer. This 6-hour threshold is inconsistent with Wage Order 12's requirement that a meal period be provided to employees who work more than 5 hours in a workday. The threshold was corrected to 5 hours in December 2022, following the filing of this lawsuit. The auto-deduction records will allow Dr. Makhija to quantify the number of shifts where auto-deductions were applied and to identify the universe of shifts potentially affected by the misconfigured threshold.
3.  Missed Meal Attestation Records: All records reflecting employee use of the Missed Meal Attestation feature, including date, time, employee ID, facility code, and any free-text comments entered by the employee. These records are critical for analyzing facility-by-facility variation in attestation usage rates and for assessing whether the attestation feature functioned as an effective corrective mechanism for the auto-deduction system.
4.  System Configuration Logs: Historical logs showing when the Missed Meal Attestation feature was activated or deactivated at each facility, including the dates of all configuration changes and the identity of the personnel who authorized or implemented each change. These logs will allow Dr. Makhija to establish the precise timeline of feature availability at each facility and to identify any periods during which the feature may have been temporarily deactivated at facilities where it was generally available.
All TimeTrack Pro data is expected to be produced in delimited text format (CSV or tab-delimited files), with accompanying data dictionaries that define each field and its permissible values. Dr. Makhija's team should review the data dictionaries upon receipt and promptly identify any ambiguities or gaps that require clarification from NovaPay.
B. AMA Human Resources and Payroll Data
AMA's internal human resources and payroll data will provide the organizational and compensation framework necessary to contextualize the TimeTrack Pro data. The primary sources for this data within AMA are Lorraine Okafor, Senior Vice President of Human Resources, and Karen Fong, Payroll Manager. The data sets to be obtained include:
1.  Employee Roster: A complete list of all non-exempt, hourly employees employed at AMA's California facilities at any point during the class period, totaling approximately 1,850 individuals. The roster should include, for each employee: employee ID, full name, hire date, separation date (if applicable), facility assignment (including history of assignments if the employee transferred between facilities), show unit assignment (including history of assignments), job title, department, hourly rate (including history of rate changes), and exempt/non-exempt classification. This roster will serve as the master reference file for matching TimeTrack Pro records to individual employees and their organizational attributes.
2.  Payroll Summary Reports: Aggregate payroll data by pay period for each non-exempt employee, including gross wages, regular wages, overtime wages (at 1.5x and 2x rates), meal period premiums paid, and rest period premiums paid. These reports will allow Dr. Makhija to cross-reference TimeTrack Pro data against actual payroll records and to assess the extent to which AMA paid meal and rest period premiums during the class period — an indicator of how AMA's existing systems identified and remediated potential break violations.
3.  Employee Transfer and Reassignment Records: Records documenting any transfers or reassignments of non-exempt employees between facilities or show units during the class period. These records are directly relevant to the variability analysis, as employees who worked at multiple facilities or on multiple show units may have experienced materially different working conditions at different points in their employment, further complicating any attempt at class-wide generalization.
4.  Employee Complaint Records: Records of the 14 formal complaints received by AMA's HR department during the class period that related to meal and rest break issues. Dr. Makhija should analyze the distribution of these complaints across facilities and show units to determine whether complaints were concentrated in particular locations or operational contexts, which would further support the defense's variability argument.
C. Production Scheduling Data
Production scheduling data is essential to understanding the operational context in which meal and rest break practices occurred at each facility and show unit. The primary source for this data within AMA is Celine Arroyo, Director of Production Operations. The data sets to be obtained include:
1.  Production Schedules and Call Sheets: Daily call sheets for each of the 14 show units across the class period. Call sheets are the standard production document that establishes the schedule for each production day, including call time (the time at which cast and crew are expected to report), expected wrap time (the anticipated end of the production day), scheduled meal breaks (typically designated as "Meal 1" and "Meal 2" with specific times), and, where recorded, actual wrap time. The estimated volume of call sheets across 14 show units over the approximately four-year class period is approximately 18,000 documents. Dr. Makhija's team should work with the firm to develop a sampling and coding protocol for these documents, as a full review of all 18,000 call sheets may not be necessary or cost-effective; a representative sample stratified by facility, show unit, and time period may be sufficient for analytical purposes.
2.  Show Unit Profiles: For each of the 14 show units that operated during the class period, AMA should provide a summary profile including: show name, production type (studio-based, field-based, live event, post-production, digital content, or e-commerce), typical shift length, typical number of production days per week, production season dates (including hiatus periods), and facility assignment. These profiles will enable Dr. Makhija to classify the show units by operational type and to structure the variability analysis around meaningful categories.
3.  Staffing Reports: Supervisor-to-employee ratios and staffing levels at each facility and show unit, by time period. These reports will support the supervisory structure mapping component of Dr. Makhija's organizational analysis, as described in Section IV below.
D. AMA Policies and Training Materials
Dr. Makhija should review AMA's written policies and any training materials related to meal and rest break compliance and timekeeping procedures. The primary sources for these documents within AMA are Gregory Tanaka, Vice President of Legal and Compliance, and Lorraine Okafor, SVP Human Resources. The documents to be obtained include:
1.  The AMA Employee Handbook (March 2021 revision), with particular attention to Section 4.3 (Meal Periods), Section 4.4 (Rest Periods), and Section 4.7 (Timekeeping). Earlier versions of the handbook, if available, should also be obtained to identify any changes in policy during the class period.
2.  AMA's standalone Meal and Rest Break Policy, effective January 1, 2019, which was distributed to all non-exempt employees at the time of NovaPay TimeTrack Pro implementation.
3.  Any training materials, memoranda, email communications, or other documents regarding the TimeTrack Pro system, including the Missed Meal Attestation feature, that were distributed to employees, supervisors, or management during the class period. It should be noted that preliminary review of AMA's document production has not identified any formal training materials specific to the Missed Meal Attestation feature, which may itself be relevant to the analysis of attestation usage rates.
4.  AMA's Acceptable Use and Confidentiality Policy (March 2021 revision), to the extent it addresses employee use of electronic timekeeping systems.
E. Deposition Transcripts (As They Become Available)
As depositions are taken during the class certification discovery phase, Dr. Makhija should review and incorporate relevant testimony into his analysis. The following depositions are currently scheduled or anticipated:
Named Plaintiff Depositions:
•  Marisol Fuentes — May 2, 2023
•  Derek Halloran — May 9, 2023
•  Yesenia Padilla — May 16, 2023
AMA Person Most Knowledgeable (PMK) Depositions:
•  Lorraine Okafor, SVP Human Resources — PMK on timekeeping systems and meal/rest break policies
•  Celine Arroyo, Director of Production Operations — PMK on production scheduling and staffing
•  Karen Fong, Payroll Manager — PMK on payroll processing and premium payments
Third-Party Deposition:
•  Marcus Yee, Director of Client Data Services, NovaPay Solutions Inc. — system configuration, auto-deduction settings, and attestation feature implementation
Show Unit Production Manager Depositions:
•  Three UPMs to be deposed by Plaintiffs (specific individuals not yet designated)
Former AMA Employee Depositions:
•  Four former AMA employees to be deposed by Plaintiffs (specific individuals not yet designated)
The total number of anticipated depositions in the class certification phase is 18. Dr. Makhija should prioritize review of the PMK depositions (Okafor, Arroyo, and Fong) and the NovaPay deposition (Yee) as they become available, as these are likely to contain the most directly relevant testimony regarding system configuration, policy implementation, and operational practices. The named plaintiff depositions and UPM depositions will be relevant to the typicality and supervisory discretion analyses, respectively.
F. Plaintiffs' Expert Report (When Produced)
Plaintiffs have retained Dr. Howard Rennick of Pinnacle Economic Consulting Group LLC, located at 3000 El Camino Real, Suite 500, Palo Alto, California 94306, as their expert on class certification issues. Pursuant to the stipulated scheduling order, Dr. Rennick's expert report is due April 28, 2023. Upon receipt of Dr. Rennick's report, Dr. Makhija should review it thoroughly, with particular attention to Dr. Rennick's methodology and assumptions regarding the existence of common proof of AMA's alleged meal and rest break violations. Dr. Makhija's own report and, if appropriate, a supplemental rebuttal section should address any flaws, gaps, or unsupported assumptions in Dr. Rennick's common-proof arguments at the certification stage. Dr. Makhija should coordinate with the firm promptly upon receipt of Dr. Rennick's report to assess whether any adjustments to the scope of Dr. Makhija's analysis are warranted in light of Dr. Rennick's approach.
IV. Analytical Methodology
Dr. Makhija's analysis should employ a multi-method approach combining quantitative statistical analysis of the TimeTrack Pro and payroll data with qualitative organizational and structural analysis of AMA's production operations. The specific methodological components are described below.
A. Quantitative Analysis of TimeTrack Pro Data
The quantitative analysis of the TimeTrack Pro data should encompass the following components:
1. Shift Length Distribution Analysis. For each of the 7 facilities and each of the 14 show units, Dr. Makhija should compute the distribution of shift lengths across the class period, including the mean, median, standard deviation, interquartile range, and key percentiles (10th, 25th, 75th, and 90th). The resulting distributions should be compared across facilities and across show units to identify statistically significant differences. Appropriate statistical tests should be employed to determine whether observed differences in shift length distributions are statistically significant, including parametric tests (e.g., one-way ANOVA with post-hoc pairwise comparisons) and non-parametric alternatives (e.g., Kruskal-Wallis H test) if the data do not satisfy the assumptions of normality required for parametric testing. Effect sizes should be reported alongside significance levels to demonstrate the practical magnitude of any observed differences.
2. Overtime Frequency Analysis. For each facility and show unit, Dr. Makhija should calculate the frequency of overtime shifts, defined as shifts exceeding 8 hours (daily overtime threshold under California Labor Code § 510), shifts exceeding 10 hours (threshold for the double-time rate), and shifts exceeding 12 hours (threshold for extended workday provisions). Overtime rates should be expressed as a percentage of total shifts at each facility and show unit, and compared across locations using chi-square tests or logistic regression to determine whether the probability of an overtime shift differs significantly by facility or show unit assignment.
3. Meal Period Timing Analysis. Using punch data, Dr. Makhija should analyze the timing and duration of meal periods at each facility and show unit. It should be noted that the auto-deduction system may obscure actual meal period timing in cases where employees were not required to separately clock out for and clock back in from meal periods. At facilities and show units where separate meal-period punches were recorded, the timing and duration of meal periods should be analyzed directly. At facilities where the auto-deduction was applied without separate meal-period punches, the attestation data should be used as a proxy indicator of meal period compliance, with appropriate caveats regarding the limitations of this approach.
4. Missed Meal Attestation Rate Analysis. For each facility where the Missed Meal Attestation feature was activated (Facilities 1, 3, 5, and 6), Dr. Makhija should calculate the attestation rate, defined as the percentage of eligible shifts (i.e., shifts to which a 30-minute auto-deduction was applied) where the employee recorded a missed-meal attestation. These rates should be compared across facilities and analyzed over time to identify any trends, seasonal patterns, or changes coinciding with identifiable events (e.g., the filing of this lawsuit, changes in management or policy). For facilities where the attestation feature was not activated (Facilities 2, 4, and 7), Dr. Makhija should note the absence of attestation data and the resulting inability to assess meal period compliance through the electronic system at those locations. This gap in the data is itself relevant to the variability and predominance analyses, as it means that different class members had fundamentally different mechanisms available to them for reporting missed meal periods.
5. Seasonal and Show-Cycle Variation Analysis. Dr. Makhija should analyze whether meal and rest break patterns vary by season (e.g., higher missed-meal rates during peak production months versus hiatus periods), by production phase (pre-production, active production, post-production, hiatus), or by show unit lifecycle stage (new show launch versus established franchise with settled production rhythms). This analysis will further demonstrate the multi-dimensional variability of working conditions within the putative class and the difficulty of reaching class-wide conclusions about AMA's break practices.
B. Organizational and Structural Analysis
In addition to the quantitative analysis of timekeeping data, Dr. Makhija should conduct a qualitative organizational and structural analysis of AMA's production operations, encompassing the following components:
1. Supervisory Structure Mapping. For each of the 14 show units, Dr. Makhija should map the supervisory chain from the UPM or Line Producer down to the non-exempt production-support employees who comprise the putative class. This mapping should identify the number of supervisory personnel, the span of control (number of non-exempt employees per supervisor), and the degree of supervisory autonomy exercised by each UPM or Line Producer regarding scheduling and break management decisions. The supervisory structure mapping is essential to the predominance analysis, as it will demonstrate that the decision-making authority regarding break scheduling was decentralized and vested in individual supervisors rather than dictated by a uniform corporate policy.
2. Facility Type Classification. Dr. Makhija should classify each of the 7 facilities by operational type — studio-based production, field-based production, live events, post-production, digital content, or e-commerce — and analyze whether facility type correlates with break practice patterns as reflected in the TimeTrack Pro data. If statistically significant correlations exist between facility type and break practice metrics, this would support the argument that the putative class is composed of operationally distinct subgroups whose break experiences were driven by facility-specific operational constraints rather than by any uniform company-wide policy.
3. Job Function Analysis. Dr. Makhija should analyze whether meal and rest break experiences differ by job function (production coordinator, post-production assistant, segment coordinator, studio technician, camera operator, etc.) within and across show units. If employees in different job functions at the same facility experience materially different break patterns, this would further support the defense's position that individualized inquiry is necessary to determine each class member's break experience.
C. Supervisor Survey and Interview Protocol
As a component of the organizational analysis, Dr. Makhija should design and administer a structured questionnaire to UPMs and Line Producers across the 14 show units. The questionnaire should be designed to assess, at a minimum, the following topics:
•  How meal and rest breaks are typically scheduled on production days versus office days or preparation days at each show unit;
•  Whether the UPM or Line Producer exercises individual discretion in deviating from AMA's company-wide meal and rest break policy, and if so, the nature and frequency of such deviations;
•  Whether the UPM or Line Producer is aware of the TimeTrack Pro Missed Meal Attestation feature and whether employees under their supervision are directed or encouraged to use it when a meal period is missed or non-compliant;
•  Whether there are show-specific or location-specific challenges to providing compliant meal and rest breaks, including but not limited to: remote shooting locations without nearby break facilities, live broadcast timing constraints that preclude interruption of production for meal breaks, continuous shooting requirements that make it impractical to release all crew members simultaneously, and logistical constraints related to cast availability or talent scheduling.
It should be acknowledged that this survey methodology may be subject to critique by Plaintiffs on the grounds of potential selection bias, as supervisors may have an incentive to underreport problems with break compliance. Dr. Makhija should be prepared to address this critique in his expert report by emphasizing that the supervisor survey is one component of a multi-method analysis that is cross-validated against objective TimeTrack Pro data and production scheduling records. The survey data supplements but does not supplant the quantitative analysis, and any inconsistencies between supervisor self-reports and objective data can be identified and addressed.
D. Named Plaintiff Comparison
For each of the three named plaintiffs (Fuentes, Halloran, and Padilla), Dr. Makhija should extract the following information from the available data and conduct a systematic comparison:
•  Facility assignment and show unit assignment during the full period of employment;
•  Shift length distribution during the period of employment, compared to the overall distribution at the assigned facility and show unit;
•  Overtime frequency during the period of employment, compared to the overall overtime rate at the assigned facility and show unit;
•  Availability of the Missed Meal Attestation feature at the assigned facility during the period of employment;
•  Individual attestation usage (if applicable) — whether and how frequently each named plaintiff used the attestation feature;
•  A direct comparison of each named plaintiff's data profile to the class-wide data profile, as well as pairwise comparisons among the three named plaintiffs, to quantify the degree of divergence between their individual experiences and the putative class experience.
This comparative analysis will provide the empirical foundation for Dr. Makhija's typicality opinion and will allow the Court to assess whether the named plaintiffs' claims are sufficiently aligned with those of the absent class members to satisfy the typicality requirement.
V. Expected Output and Opinions
Based on preliminary review of the available information and the analytical methodology described above, the following opinions are anticipated. These opinions are, of course, subject to confirmation and refinement through the actual data analysis, and Dr. Makhija should not commit to any opinion that is not supported by the data. The firm's objective is to present the most defensible, evidence-based opinions possible; credibility is paramount.
A. Primary Opinion — Variability of Working Conditions
The primary opinion to be rendered is that the working conditions, scheduling practices, meal and rest break implementation, and supervisory discretion across AMA's 7 California production facilities and 14 show units during the class period vary materially and are not susceptible to class-wide generalization. This opinion should be supported by specific, quantified findings, including but not limited to the following expected results (subject to confirmation through the data analysis):
•  Studio-based show units, such as those operating at Facility 2 in Studio City, are expected to have relatively predictable 8-to-10-hour production days with structured meal breaks scheduled at consistent times during taping blocks. In contrast, field-based show units, such as those coordinated from Facility 4 in Burbank, are expected to have extended 12-to-16-hour production days with logistically challenging break conditions, including shoots at remote outdoor locations where break facilities may be limited or unavailable.
•  Post-production operations at Facilities 1, 5, and 7 are office-based with standard business-hour schedules and regular, predictable break patterns that are fundamentally different in character from the break experiences of employees on live production or field production show units.
•  The percentage of shifts with self-reported missed meal periods (as captured through the Missed Meal Attestation feature at the four facilities where it was activated) is expected to vary significantly across show units and facilities, reflecting the underlying operational differences described above.
•  Supervisory practices regarding break scheduling are expected to be materially different across the 14 show units, reflecting the broad discretion exercised by individual UPMs and Line Producers in managing the day-to-day operations of their respective show units.
B. Secondary Opinion — Typicality
The secondary opinion is that the three named plaintiffs — Marisol Fuentes, Derek Halloran, and Yesenia Padilla — worked in three different divisions of AMA, at three different facilities, under different supervisory structures, performing fundamentally different job functions. Their individual work experiences are not representative of each other, let alone of the full putative class of approximately 1,850 current and former non-exempt, hourly employees spread across 7 facilities and 14 show units. This opinion will be supported by the comparative data analysis described in Section IV.D above, which is expected to demonstrate statistically significant differences in the shift length distributions, overtime frequencies, and break patterns experienced by each named plaintiff relative to the class as a whole.
C. Tertiary Opinion — Predominance
The tertiary opinion is that individualized inquiry is necessary to determine whether each putative class member was "provided" a compliant meal or rest period within the meaning of Brinker Restaurant Corp. v. Superior Court (2012) 53 Cal.4th 1004. The auto-deduction system is properly characterized as a timekeeping method — a system configuration applied to payroll processing — rather than a substantive policy of denying breaks. Whether any particular employee actually received a compliant meal or rest break on any particular shift depends on a matrix of individualized facts, including: the employee's show unit assignment and the operational profile of that show unit; the employee's facility assignment and the physical characteristics of that facility; the identity and management practices of the employee's immediate supervisor (UPM or Line Producer); the specific production schedule on the date in question; and the employee's own individual actions and choices regarding break-taking. These individualized determinations cannot be resolved through common proof, and the existence of the auto-deduction system does not transform an inherently individualized inquiry into a common one.
VI. Deliverables and Timeline
The following table sets forth the anticipated deliverables and deadlines for Dr. Makhija's engagement. All dates are subject to adjustment based on the pace of data production and any changes to the Court's scheduling order.
Dr. Makhija should note that the draft report deadline of May 5, 2023 assumes receipt of all critical data sets (including the NovaPay TimeTrack Pro data and AMA HR/payroll data) no later than April 1, 2023, and receipt of Dr. Rennick's report by the April 28, 2023 deadline. If data production is delayed, the firm will work with Dr. Makhija to adjust the timeline accordingly, subject to the immovable deadline of June 14, 2023 for the filing of AMA's opposition.
VII. Coordination with Defense Economics Expert
Dr. Makhija's work should be coordinated with, but maintained independent of, the parallel engagement of Dr. Catherine Lindstrom of Hargrove Analytics Inc., located at 515 South Figueroa Street, Suite 1100, Los Angeles, California 90071. Dr. Lindstrom has been separately retained by Calderwood & Harkness on behalf of AMA to analyze and rebut Plaintiffs' damages model, which will be set forth in the anticipated expert report of Dr. Howard Rennick. Dr. Lindstrom's engagement is focused on the economic dimensions of the case, including an analysis of the auto-deduction system's actual impact on employee compensation and the development of an alternative damages calculation methodology. Based on preliminary analysis, Dr. Lindstrom's work is expected to yield a defense damages estimate of approximately $5.8 million, in contrast to Plaintiffs' projected aggregate damages of approximately $38.6 million.
The division of labor between the two defense experts is as follows: Dr. Makhija focuses on organizational and operational variability issues relevant to commonality, typicality, and predominance (i.e., the threshold questions of whether the case is appropriate for class treatment); Dr. Lindstrom focuses on damages quantification (i.e., the economic consequences of any liability that may be established). While these areas are conceptually distinct, they share certain underlying data sources, and the two experts' analyses may reinforce each other at certain points.
The two experts may share underlying data sets, including the TimeTrack Pro data and AMA payroll data, to the extent necessary to ensure consistency in data processing and interpretation. However, each expert should independently develop their respective analyses and opinions. Cross-referencing between the two experts' reports is permitted and may be appropriate where one expert's findings inform or contextualize the other's analysis. Any collaboration on methodology or opinion formation should be documented in writing and disclosed as appropriate, consistent with the obligations of expert witnesses under California law.
The firm will serve as the intermediary for all communications between the two experts to ensure that the coordination process is properly documented and that any work product exchanged between the experts is subject to appropriate privilege protections. Dr. Makhija should direct any questions regarding Dr. Lindstrom's analysis to the firm rather than contacting Dr. Lindstrom directly.
VIII. Compensation and Budget
Pursuant to the Expert Retention Letter dated March 1, 2023, the following billing rates apply to Dr. Makhija's engagement:
•  Dr. Rajesh Makhija, Principal Expert: $650 per hour
•  Senior Research Analyst (Workforce Dynamics Consulting LLC staff): $350 per hour
•  Research Analyst (Workforce Dynamics Consulting LLC staff): $225 per hour
The estimated budget for the engagement, encompassing report preparation, expert declaration, and hearing testimony, is $140,000 to $180,000 in professional fees. Additional out-of-pocket expenses, including data processing costs, statistical software licensing fees, travel expenses for the class certification hearing, and any other reasonable and necessary expenses, are estimated at $15,000 to $20,000. The total estimated cost of the engagement is therefore $155,000 to $200,000.
All time and expenses should be invoiced monthly to Calderwood & Harkness LLP, referencing C&H Matter No. 1017-00004, for pass-through to AMA as a litigation expense. Invoices should include sufficient detail to allow the firm and the client to assess the nature of the work performed, including a brief description of the task, the identity of the timekeeper (Dr. Makhija, Senior Research Analyst, or Research Analyst), the number of hours worked, and the applicable rate. Dr. Makhija should notify the firm promptly if the engagement is trending toward the upper end of the budget estimate or if circumstances arise that may cause the budget to be exceeded.
IX. Confidentiality and Privilege
All materials provided to Dr. Makhija in connection with this engagement are confidential and subject to the Stipulated Protective Order entered in Fuentes v. Aurelius Media Americas Inc., LASC Case No. 22STCV38214, on February 15, 2023 (the "Protective Order"). The Protective Order establishes a two-tier confidentiality designation system:
•  CONFIDENTIAL: Information designated as CONFIDENTIAL may be disclosed to the parties, their counsel, and retained experts, but may not be disclosed to any other person or entity.
•  HIGHLY CONFIDENTIAL — ATTORNEYS' EYES ONLY: Information designated as HIGHLY CONFIDENTIAL — ATTORNEYS' EYES ONLY may be disclosed only to outside counsel and retained experts, and may not be disclosed to in-house counsel, party representatives, or any other person or entity without prior court order or written consent of the designating party.
TimeTrack Pro data containing employee personal information — including employee names, Social Security numbers, home addresses, and other personally identifiable information — should be treated as HIGHLY CONFIDENTIAL — ATTORNEYS' EYES ONLY and handled accordingly. Dr. Makhija and his staff should implement appropriate data security measures, including encryption of data files at rest and in transit, access controls limiting access to authorized personnel, and secure deletion of data upon conclusion of the engagement or as otherwise directed by the firm.
Dr. Makhija should maintain all work product, draft analyses, internal memoranda, and communications with Calderwood & Harkness in a manner consistent with preserving attorney work product protection. Draft reports and preliminary analyses should be clearly marked "DRAFT — ATTORNEY WORK PRODUCT — PRIVILEGED" until finalized. Dr. Makhija should be aware that once a final expert report is designated for disclosure to the opposing party, certain underlying materials may become discoverable under California Code of Civil Procedure § 2034.210 et seq. The firm will provide guidance on the scope of discoverability obligations as the engagement progresses.
No materials, data, analyses, or information received or generated in connection with this engagement should be disclosed to any third party — including other clients of Workforce Dynamics Consulting LLC, academic colleagues, or media — without the prior written consent of Calderwood & Harkness LLP.
X. Contact Information
For all communications related to this engagement, the following contact information should be used:
Primary Calderwood & Harkness Contact:
Devon Archer, Senior Associate Calderwood & Harkness LLP 777 South Figueroa Street, Suite 4200 Los Angeles, California 90017 Telephone: (213) 555-7238
Email: darcher@calderwoodharkness.com
Secondary Calderwood & Harkness Contact:
Nadia Petrov, Associate Calderwood & Harkness LLP 777 South Figueroa Street, Suite 4200 Los Angeles, California 90017 Telephone: (213) 555-7251
Email: npetrov@calderwoodharkness.com
Partner Oversight:
Renata Vasquez, Partner Calderwood & Harkness LLP 777 South Figueroa Street, Suite 4200 Los Angeles, California 90017 Telephone: (213) 555-7200
Email: rvasquez@calderwoodharkness.com
AMA Client Contact (for data coordination):
Gregory Tanaka, Vice President, Legal & Compliance Aurelius Media Americas Inc. 8500 Sunset Boulevard, Suite 1400 West Hollywood, California 90069
Email: gtanaka@aureliusmedia.com
NovaPay Data Contact:
Marcus Yee, Director, Client Data Services NovaPay Solutions Inc. 2200 Powell Street, Suite 600 Emeryville, California 94608
All substantive communications regarding the scope of the engagement, analytical methodology, draft opinions, or legal strategy should be directed to Devon Archer or Nadia Petrov. Routine data coordination inquiries may be directed to Gregory Tanaka or Marcus Yee as appropriate, with the firm copied on all communications. Any direct communications with opposing counsel or Plaintiffs' experts should be routed through the firm.
CONFIDENTIAL — ATTORNEY WORK PRODUCT / ATTORNEY-CLIENT PRIVILEGED
Deliverable | Due Date
Initial data request to Calderwood & Harkness (listing specific data needed, format requirements, and any clarifications regarding the data sets described in Section III) | March 15, 2023
Data receipt confirmation and preliminary data quality assessment (including identification of any data gaps, inconsistencies, or formatting issues requiring resolution) | April 1, 2023
Draft Expert Report for Calderwood & Harkness review and comment | May 5, 2023
Final Expert Report incorporating all revisions | May 19, 2023
Expert Declaration for filing with AMA's Opposition to Plaintiffs' Motion for Class Certification | June 14, 2023
Availability for oral testimony at class certification hearing | Week of July 28, 2023

CONFIDENTIAL — ATTORNEY WORK PRODUCT / ATTORNEY-CLIENT PRIVILEGED

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