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CALDERWOOD & HARKNESS LLP

CONFIDENTIAL — ATTORNEY-CLIENT PRIVILEGED / ATTORNEY WORK PRODUCT

MEMORANDUM

TO: Renata Vasquez

FROM: Devon Archer and Nadia Petrov

DATE: May 12, 2023

RE: Review and Comment on Draft Expert Report of Dr. Rajesh Makhija — Fuentes v. Aurelius Media Americas Inc., LASC Case No. 22STCV38214 (Consolidated); C&H Matter No. 1017-00004

I. Purpose

This memorandum provides our detailed comments on the draft expert report prepared by Dr. Rajesh Makhija of Workforce Dynamics Consulting LLC, dated May 5, 2023, in connection with Aurelius Media Americas Inc.'s ("AMA") opposition to Plaintiffs' Motion for Class Certification. We have reviewed the draft report in its entirety, including all appendices and supporting data tables, and have cross-referenced the report against the key documents in the case file, including the operative Second Amended Complaint, Plaintiffs' class certification motion papers, the declarations currently in preparation, and the recently received report from Plaintiffs' expert, Dr. Howard Rennick of Pinnacle Economic Consulting Group LLC.

As you are aware, the final version of Dr. Makhija's report is due May 19, 2023, and the expert declaration for the opposition brief is due June 14, 2023. Given these deadlines, we believe it is critical that Dr. Makhija receive our feedback promptly so that revisions can be incorporated and a revised draft circulated for our further review before the final report is submitted.

Our comments are organized by section of the draft report and cover four principal areas: (a) substantive suggestions for additional data analysis that would strengthen the report's conclusions; (b) methodology clarification and presentation improvements to enhance accessibility for the Court; (c) recommendations for strengthening the supervisory variability opinion, which we consider the most vulnerable section of the current draft; and (d) areas where Dr. Makhija should anticipate and preemptively address critiques likely to be advanced by Plaintiffs' counsel at Bravo Gutierrez LLP and by Plaintiffs' expert Dr. Rennick. We also include, in Sections IV through VI below, additional data analysis recommendations, a chart of anticipated critiques and suggested preemptive responses, and formatting and presentation recommendations for the final report.

II. Overall Assessment of Draft

On the whole, the draft report is strong on its core thesis: that significant variability exists in working conditions, scheduling practices, meal and rest break implementation, and supervisory discretion across AMA's seven California production facilities and fourteen distinct show units, such that individualized inquiry predominates over common questions under the standards articulated in Brinker Restaurant Corp. v. Superior Court (2012) 53 Cal.4th 1004 and Duran v. U.S. Bank National Assn. (2014) 59 Cal.4th 1. Dr. Makhija's central opinion — that the putative class of approximately 1,850 non-exempt employees cannot be meaningfully treated as a single group for purposes of adjudicating the meal period, rest break, and derivative claims — is well-supported by the data analysis presented in the draft.

The report effectively uses TimeTrack Pro data, which was obtained from NovaPay Solutions Inc. through the custodian Marcus Yee pursuant to a third-party subpoena and supplemented by AMA's internal production of payroll records. The TimeTrack Pro dataset comprises approximately 12 million individual punch records spanning the class period of November 1, 2018 through the present. Dr. Makhija's analysis of this dataset demonstrates statistically significant differences in shift-length distributions, overtime frequency, and meal period timing across show units. These findings are quantitatively robust and should withstand scrutiny.

However, we have identified several areas that need strengthening before the final version is submitted. We summarize these at a high level here and address each in detail in Section III below:

First, the supervisory variability analysis (Section 6 of the draft) relies too heavily on interviews with Unit Production Managers and Line Producers and needs additional objective data support to insulate it against a selection-bias challenge. The UPM/Line Producer interviews are valuable and should be retained, but they cannot serve as the sole evidentiary foundation for this section of the report.

Second, the report does not adequately address the Missed Meal Attestation feature discrepancy across facilities. Specifically, the attestation feature within the TimeTrack Pro system was activated at Facilities 1, 3, 5, and 6, but was not activated at Facilities 2, 4, and 7. This inconsistency is a double-edged sword: it supports the variability thesis (different facilities had different systems), but Plaintiffs will exploit it as evidence of a common failure — i.e., that AMA did not uniformly implement the very tool designed to capture missed meal periods. Dr. Makhija must address this issue head-on and explain why the attestation feature discrepancy does not create a common question susceptible to class-wide resolution.

Third, certain statistical tables in the draft need clearer labeling and more accessible presentation for the Court. This case is assigned to the Honorable Raymond Escobedo in Department 34 of the Los Angeles Superior Court. While we expect the Court to engage carefully with the expert evidence, we should not assume familiarity with statistical terminology or presentation conventions. The report should be written so that a generalist judge can follow the analysis without expert assistance.

Fourth, the report should more directly engage with and critique Dr. Howard Rennick's anticipated damages model. At the time Dr. Makhija prepared his draft, Dr. Rennick's report had not yet been received; however, it was subsequently received from Pinnacle Economic Consulting Group LLC on or about April 28, 2023. Our separate analysis of Dr. Rennick's report is documented at Document 97 in the matter file. Dr. Makhija should review that report and address key weaknesses in Dr. Rennick's methodology — particularly Dr. Rennick's assumption that all auto-deducted meal periods represent missed meals, which is a critical flaw in his damages model.

III. Section-by-Section Comments

A. Section 1 — Introduction and Qualifications

Dr. Makhija's qualifications are well-presented in the current draft. His curriculum vitae is attached as an exhibit, and his experience in labor and employment consulting for media and entertainment companies is highlighted appropriately. His prior expert engagements in wage-and-hour class actions, including engagements in Hernandez v. Orion Studios and Patel v. National Broadcasting Associates, are noted and bolster his credibility. We do not recommend any substantive changes to this section.

We do, however, offer one suggestion for strengthening this section. Dr. Makhija should add a brief statement — one or two sentences — noting that he reviewed the specific provisions of Industrial Welfare Commission Wage Order No. 12-2001, which governs the motion picture industry in California, as part of his preparation for this engagement. The statement should note that his analysis was informed by the regulatory framework applicable to AMA's operations, including the specific meal period and rest break requirements set forth in Wage Order 12, Sections 11 and 12. This addition preempts any challenge by Plaintiffs' counsel that Dr. Makhija's analysis was conducted in a regulatory vacuum, without understanding the applicable legal standards governing AMA's obligations. While Dr. Makhija is not offering legal opinions — and the report should make clear that he is not — his familiarity with the regulatory framework enhances the credibility of his factual and statistical analysis.

B. Section 2 — Data Sources and Methodology

The data sources reviewed by Dr. Makhija are comprehensive. The draft identifies the following categories of materials: (1) TimeTrack Pro punch records, comprising approximately 12 million individual punch-in and punch-out records for the class period of November 1, 2018 through the present; (2) production schedules and call sheets for all 14 show units, spanning the full class period; (3) AMA organizational charts reflecting the reporting structure at each facility and within each show unit; (4) AMA's employee handbooks and written meal and rest break policies (including the company-wide handbook and any facility- or show-unit-specific supplements); and (5) interview notes from Dr. Makhija's interviews with 14 Unit Production Managers (one per show unit) and 3 facility-level supervisors. We are satisfied that this range of materials provides a sufficient evidentiary foundation for Dr. Makhija's opinions.

We have three comments on this section, each of which we consider important for the final report.

Comment 1 — Methodology description needs more detail on statistical tests used. The draft references "analysis of variance" and "chi-square tests" as the principal statistical methods employed in the data analysis, but does not specify the particular ANOVA model used (one-way versus two-way), the dependent variables analyzed, the independent variables or grouping factors, or the significance thresholds applied (e.g., p < 0.05, p < 0.01). This lack of specificity is a vulnerability. Our recommendation is that Dr. Makhija add a methodology appendix — perhaps two to three pages in length — setting forth the formal statistical specifications for each test employed. The appendix should identify the null and alternative hypotheses tested, the test statistics computed, the degrees of freedom, and the p-values obtained. This level of transparency is important for two reasons. First, it makes the methodology accessible to the Court and demonstrates that Dr. Makhija's analysis follows accepted statistical practices. Second, and more critically, it is important for withstanding a potential Sargon Enterprises, Inc. v. University of Southern California (2012) 55 Cal.4th 747 challenge by Plaintiffs. Under Sargon, the Court has a gatekeeping function to ensure that expert testimony is based on sound methodology. The more transparent and well-documented the methodology, the harder it will be for Plaintiffs to argue that Dr. Makhija's opinions rest on unsupported analytical techniques. We should not give Plaintiffs' counsel any opening to characterize Dr. Makhija's statistical methods as a "black box."

Comment 2 — Employee-level data versus supervisor interviews. We anticipate that Plaintiffs will argue — and will have a reasonable basis for arguing — that Dr. Makhija's reliance on supervisor interviews introduces selection bias into his analysis. The argument is straightforward: supervisors have an inherent interest in presenting their own practices in a favorable light and may underreport instances of non-compliance with meal and rest break requirements. Plaintiffs' counsel at Bravo Gutierrez will almost certainly make this argument in their reply brief, and Dr. Rennick may address it in his rebuttal report as well.

Our recommendation is that Dr. Makhija supplement the supervisor interview data with objective, employee-level data wherever possible. The supervisor interviews should be retained — they provide valuable contextual information about operational practices that cannot be gleaned from raw punch data alone — but they should not stand alone as the evidentiary basis for any key opinion. Specifically, we recommend the following supplementation:

• TimeTrack Pro data on actual punch-in and punch-out times can be used to verify supervisors' descriptions of typical shift lengths and scheduling patterns. For example, if a UPM states that shifts on his or her show unit "typically last about 10 hours," Dr. Makhija can present the actual distribution of shift lengths for that show unit and confirm or qualify the UPM's characterization.

• Missed Meal Attestation records, where available at Facilities 1, 3, 5, and 6, can be used to validate or challenge supervisors' claims about meal break compliance. If a supervisor at Facility 1 reports that "virtually all employees take their meal breaks," and the attestation records for that facility show a missed-meal attestation rate of only 2.3%, the data corroborates the supervisor's statement. Conversely, if the attestation data diverges from the supervisor's account, Dr. Makhija should note and explain the discrepancy.

• Production call sheets, which specify scheduled meal break times for each shooting day, can be compared against actual TimeTrack Pro punch data to identify discrepancies between scheduled and actual meal break timing. This comparison provides an objective measure of whether meal breaks were implemented as planned, independent of supervisor self-reporting.

Comment 3 — Class period definition. The draft uses the class period as currently pled in the Second Amended Complaint: November 1, 2018 to the present. We note that this period should be confirmed against the operative complaint and any modifications that may have been discussed in connection with settlement negotiations. We understand that in a settlement context, the class period may be extended through October 31, 2023. However, for purposes of the class certification analysis, the class period as defined in the operative pleading governs, and Dr. Makhija should use the pleading date. If the class period is subsequently modified by Court order or stipulation, the report can be supplemented. Dr. Makhija should ensure that this is clearly stated in the report so that there is no confusion about the temporal scope of his analysis.

C. Section 3 — Description of AMA's California Operations

This section provides a useful overview of AMA's seven California production facilities and fourteen show units. We have reviewed the factual content against the draft declarations to be provided by Lorraine Okafor (Senior Vice President, Human Resources), Celine Arroyo (Director of Production Operations), and Karen Fong (Payroll Manager), and the content is accurate and consistent with those declarations. This consistency is important, as any factual discrepancy between Dr. Makhija's report and the supporting declarations would be exploited by Plaintiffs' counsel.

Comment 4 — Add more granular facility-level detail. The draft correctly identifies the seven California production facilities, but the descriptions are somewhat general. The current draft identifies the facilities as follows:

1. 8500 Sunset Blvd., Suite 1400, West Hollywood, CA 90069 — Headquarters and post-production operations

2. 4024 Penmark Strategy Partners Avenue, Studio City, CA 91604 — Stage A and Stage B, housing unscripted programming production

3. 15301 Ventura Blvd., Suite 300, Sherman Oaks, CA 91403 — Digital content production

4. 3800 W. Alameda Ave., Burbank, CA 91505 — Live events and field production coordination

5. 1438 N. Gower Street, Hollywood, CA 90028 — Scripted development

6. 2120 Colorado Avenue, Santa Monica, CA 90404 — E-commerce studio operations

7. 888 N. Sepulveda Blvd., El Segundo, CA 90245 — Post-production annex

Our recommendation is that, for each facility, Dr. Makhija include a summary table showing: (i) the number of non-exempt employees who worked at that facility during the class period; (ii) the primary show units housed at or coordinated from that facility; (iii) typical shift lengths at the facility (mean, median, and range); (iv) whether the Missed Meal Attestation feature was activated in the TimeTrack Pro system at that facility; and (v) attestation usage rates (where the feature was activated). This facility-level summary table would be a powerful visual aid for the Court, allowing Judge Escobedo to see at a glance the significant operational differences across AMA's California operations. We believe this table will be one of the most frequently referenced exhibits in the certification briefing.

Comment 5 — Show unit typology. The draft categorizes AMA's fourteen show units into four operational types: (a) studio-based; (b) field-based; (c) live events; and (d) post-production/office. This typology is effective and provides a useful framework for organizing the variability analysis. However, the draft presents the typology in abstract terms without tying it to specific show units. Our recommendation is that Dr. Makhija include specific show names as examples for each category, drawing on the production schedules and call sheets in the record. For example:

• Studio-based: "Kitchen Clash" (produced at Facility 1, West Hollywood) is a representative studio-based show unit. Production typically involves consistent eight- to ten-hour days, with a reliable thirty-minute meal break scheduled at a fixed time (generally 12:00–12:30 p.m.). The studio environment allows for predictable scheduling, and meal break compliance is high.

• Field-based: "Summit Challenge" (coordinated from Facility 4, Burbank, but filmed at remote outdoor locations throughout California) is a representative field-based show unit. Shoot days routinely extend to fourteen to sixteen hours. Meal breaks are scheduled on the daily call sheet but are frequently adjusted or delayed based on weather conditions, available natural light, and the logistical challenges of providing meals at remote locations. Meal break compliance is significantly lower than in studio-based show units.

• Live events: AMA's live events division (based at Facility 4, Burbank) produces concerts, award show broadcasts, and other live programming. Scheduling constraints are unique and dictated by event timing. Crew members may not receive formal thirty-minute meal breaks during live broadcasts but instead eat informally during commercial breaks or pre- and post-show periods. Formal compliant meal breaks are typically provided only on rehearsal and setup days.

• Post-production/office: Post-production operations at Facilities 1, 5, and 7 are office-based, with regular eight- to ten-hour schedules and standard meal and rest break practices consistent with a conventional office environment.

• Digital content: The digital content division (Facility 3, Sherman Oaks) operates on a hybrid studio/remote model, with schedules varying significantly depending on content type — short-form social media content may involve brief four- to six-hour sessions, while longer-form digital series production may mirror the scheduling patterns of studio-based show units.

This level of specificity makes the variability argument concrete and tangible for the Court. Abstract assertions of "variability" are far less persuasive than concrete examples showing that the daily working experience of a crew member on "Kitchen Clash" bears almost no resemblance to the daily experience of a crew member on "Summit Challenge."

D. Section 4 — Analysis of Shift-Length Variability

This is the strongest section of the draft report. The data tables showing shift-length distributions by show unit are compelling, and the underlying statistical analysis appears methodologically sound. Dr. Makhija's finding that shift-length distributions differ significantly across show units — and that these differences are statistically significant at conventional confidence levels — directly supports the individualized inquiry thesis.

The key finding that should be highlighted in the final report is as follows: the percentage of shifts exceeding ten hours ranged from 4.2% for studio-based show units to 62.7% for field-based show units. This dramatic variation has direct implications for the meal period analysis. Employees on longer shifts are more likely to miss meal breaks, and the second meal period requirement — applicable to shifts exceeding ten hours under Labor Code section 512(a) — applies unevenly across show units. A show unit where 62.7% of shifts exceed ten hours presents a fundamentally different meal period compliance landscape than a show unit where only 4.2% of shifts exceed that threshold. This point should be stated explicitly, as it connects the shift-length data to the substantive legal question of meal period compliance.

Comment 6 — Add a histogram or box-and-whisker plot. The current draft presents all shift-length data in tabular form only. While the tables are informative, they require the reader to process columns of numbers and mentally construct the distribution. A visual representation would be significantly more impactful for the Court. Our recommendation is that Dr. Makhija include histograms or box-and-whisker plots showing shift-length distributions for at least four representative show units — one per category of the show unit typology (studio-based, field-based, live events, and post-production). Ideally, the histograms would be presented side by side on a single page, allowing the Court to compare the distributions at a glance. The visual contrast between a tightly clustered distribution centered around eight hours (for a studio-based show unit) and a widely dispersed distribution extending to sixteen or more hours (for a field-based show unit) will be far more persuasive than a table of numbers alone.

Comment 7 — Overtime frequency analysis. The draft includes data on overtime frequency — specifically, the percentage of shifts exceeding eight hours — broken down by show unit. This analysis is not directly relevant to the meal period claim that is the focus of the certification motion; however, we recommend that Dr. Makhija retain it in the final report for two reasons. First, it underscores the overall variability in working conditions across show units, reinforcing the broader narrative that the putative class is not a cohesive group with common experiences. Second, the overtime frequency data may be relevant to the PAGA component of the case, which is not subject to the class certification motion but remains a live claim. To the extent the overtime data supports the argument that working conditions varied significantly across show units, it strengthens AMA's position on the PAGA claims as well. We recommend that Dr. Makhija include a brief note explaining why the overtime frequency analysis is relevant to his overall variability opinion, even though the off-the-clock claim was not ultimately certified as part of the putative class.

E. Section 5 — Analysis of Meal Period Practices

This section addresses the central substantive issue in the case: whether AMA's meal period practices can be adjudicated on a class-wide basis or whether individualized inquiry is required. The draft contains important data and analysis, but it has two significant gaps that must be addressed before the final report.

Comment 8 — Address the auto-deduction directly. The draft discusses meal period practices in general terms but does not squarely address the TimeTrack Pro auto-deduction system, which is the centerpiece of Plaintiffs' commonality argument. In their class certification motion, Plaintiffs contend that AMA maintained a "uniform policy and practice" of auto-deducting thirty minutes from each shift of six hours or more, regardless of whether the employee actually received a compliant meal break. Plaintiffs argue that this auto-deduction — applied identically across all seven facilities and all fourteen show units — creates a common question susceptible to class-wide resolution: namely, whether the auto-deduction resulted in systematic underpayment for missed meal periods.

Dr. Makhija must acknowledge that the auto-deduction was applied uniformly across all facilities — a thirty-minute deduction for all shifts of six hours or more — and then explain clearly why this uniformity does not establish the kind of commonality required for class certification. The key argument, which Dr. Makhija should articulate in his own words as an expert opinion, is this: the auto-deduction is a timekeeping method, not a meal period policy. The auto-deduction tells us how AMA's timekeeping system recorded meal breaks; it does not tell us whether each employee was actually provided a compliant meal break. The substantive question under Brinker is whether AMA "provided" each employee with the opportunity to take an uninterrupted thirty-minute meal period. The answer to that question depends on individualized factors — the specific show unit, the supervisor's scheduling practices, the production schedule on a given day, location logistics, and in some cases the employee's own choice to work through a break. The auto-deduction does not resolve any of these individualized questions. Two employees could both have thirty minutes auto-deducted from their timecards, yet one may have taken a compliant break while the other did not. Determining which scenario applies requires individualized inquiry into each employee's experience.

This is a critical point, and Dr. Makhija should devote at least two to three paragraphs to it in the final report. The auto-deduction issue will be the focal point of the certification hearing, and Dr. Makhija's report must address it squarely.

Comment 9 — Missed Meal Attestation usage rates. The draft mentions the existence of the Missed Meal Attestation feature in the TimeTrack Pro system but does not present the usage rate data by facility. This is a critical omission. The attestation feature — which allows employees to affirmatively indicate on their timecard that they missed a meal break — was activated at four of AMA's seven California facilities but was not activated at the remaining three. The usage rate data, which we have obtained from Karen Fong's records and from the NovaPay Solutions production, shows the following:

Our recommendation is that Dr. Makhija present this data in a clear table in the final report and then discuss the implications of the low usage rates. The low rates are genuinely ambiguous — they could mean that employees took compliant breaks and therefore had no need to attest to missed meals, or they could mean that employees were unaware of the attestation feature or were deterred from using it by cultural or supervisory pressure. Dr. Makhija should note that this ambiguity is itself evidence that individualized inquiry is required. A class-wide determination cannot resolve whether the low attestation rates reflect compliance or suppression without hearing from individual employees about their awareness of the feature, their understanding of how to use it, and their reasons for not using it. This is precisely the kind of employee-by-employee factual question that precludes class-wide adjudication.

Comment 10 — Self-reported missed meal period rates by show unit. The draft contains a key finding that self-reported missed meal period rates ranged from 2.1% for the studio-based show unit "Kitchen Clash" to 18.7% for the field-based show unit "Summit Challenge" across the fourteen show units analyzed. This is an extremely powerful data point — a nearly nine-fold difference in missed meal period rates across show units within the same company — and it should be highlighted prominently in the final report.

However, Dr. Makhija needs to clarify the data source for these rates. Are the self-reported rates derived from attestation records, from supervisor reports, from TimeTrack Pro anomaly flags (e.g., shifts with no meal-period punch), or from some combination of these sources? If the rates are derived from attestation records, then they are only available for Facilities 1, 3, 5, and 6, where the attestation feature was active. The rates for show units at Facilities 2, 4, and 7 would necessarily be based on a different data source or on an extrapolation. Dr. Makhija should be fully transparent about this limitation and should explain the basis for any extrapolation or estimation applied to the facilities without the attestation feature. If the rates for those facilities are based on TimeTrack Pro anomaly data (e.g., shifts where no meal-period punch was recorded), Dr. Makhija should note that this is a less reliable measure than actual attestation records and should qualify his conclusions accordingly. Transparency on this point will enhance the credibility of the report and make it harder for Plaintiffs to attack the methodology.

F. Section 6 — Supervisory Variability Analysis

This section is the most important section of the report for AMA's defense, and it is also the most vulnerable to Plaintiffs' attack. The section currently relies primarily on interviews with fourteen UPMs and Line Producers regarding their individual practices for scheduling and implementing meal and rest breaks. While these interviews provide rich qualitative data, the section needs significant strengthening before the final report.

Comment 11 — Strengthen with objective data. As noted above in Comment 2, supervisor self-reporting is inherently subject to selection bias, and Plaintiffs will vigorously attack this section on that basis. Our recommendation is that Dr. Makhija supplement the interview data with objective, independently verifiable data from the following sources:

• Call sheet analysis. Production call sheets specify the scheduled meal break time for each shooting day. Dr. Makhija should compare the scheduled meal break times on the call sheets against the actual meal break times reflected in the TimeTrack Pro punch data, broken down by show unit. If meal break timing varies significantly across show units — even after controlling for shift length — this supports the supervisory variability thesis with objective evidence that does not depend on supervisor self-reporting. For example, if the data shows that meal breaks on "Kitchen Clash" consistently begin within fifteen minutes of the scheduled time, while meal breaks on "Summit Challenge" are frequently delayed by one to two hours or skipped entirely, this provides independent confirmation of the supervisory differences described in the UPM interviews.

• Meal period premium payment frequency. Under Labor Code section 226.7, an employer that fails to provide a compliant meal period must pay the employee one additional hour of pay at the employee's regular rate of compensation. Dr. Makhija should analyze the frequency of meal period premium payments by show unit. If some show units generate significantly more premium payments than others, this suggests different supervisory approaches to break compliance across show units. This is objective payroll data, not supervisor self-reporting, and it independently corroborates the variability thesis.

• Organizational chart analysis. Dr. Makhija should present the organizational chart data to demonstrate that each show unit operates with a distinct supervisory chain — from the Unit Production Manager, to the show-runner or executive producer, to the relevant division head — with no centralized directive regarding break scheduling practices beyond AMA's written company-wide policy. The absence of centralized operational control over break scheduling is a key fact supporting the individualized inquiry argument. Each show unit's meal break practices are determined by the UPM or Line Producer on the ground, not by a corporate-level directive specifying how and when breaks must be scheduled. This decentralized operational structure means that the meal break experience of any given employee depends on which show unit he or she was assigned to and which supervisor was responsible for scheduling.

Comment 12 — Anticipate the "uniform policy" rebuttal. Plaintiffs will argue that supervisory variability is irrelevant because AMA's company-wide policy — the auto-deduction system combined with the written meal break policy in the employee handbook — creates a uniform common question that predominates over individualized issues. This is Plaintiffs' strongest argument, and Dr. Makhija should address it directly in this section of the report.

Dr. Makhija should explain that under Brinker Restaurant Corp. v. Superior Court (2012) 53 Cal.4th 1004, the employer's obligation is to "provide" meal periods — meaning the employer must make available an opportunity for an uninterrupted thirty-minute meal period and must not impede or discourage employees from taking that break. This is an operational question, not a policy question. The existence of a written policy does not resolve whether each employee was actually provided a compliant break in practice. And the operational question depends on what actually happened at each show unit, on each production day, under each supervisor's direction — not on what the written policy says. Supervisory variability is therefore directly relevant to whether AMA "provided" compliant breaks to each employee. The fact that AMA had a uniform written policy does not mean that the policy was implemented uniformly, and the question of implementation is inherently individualized.

Dr. Makhija should also cite the principle, recognized in Duran v. U.S. Bank National Assn. (2014) 59 Cal.4th 1, that statistical sampling and extrapolation cannot substitute for individualized inquiry where the factual variations across the putative class are significant. The supervisory variability data presented in this section demonstrates exactly the kind of factual variation that precludes class-wide adjudication.

Comment 13 — Include specific examples of supervisory differences. The draft references general categories of supervisory approaches to meal break scheduling but does not provide specific, concrete examples drawn from the UPM interviews. The final report should include at least three to four illustrative examples that demonstrate the range of supervisory practices across show units. We recommend the following examples, which are drawn from Dr. Makhija's interview notes:

• UPM for "Kitchen Clash" (studio-based, Facility 1, West Hollywood): This UPM described scheduling a thirty-minute lunch break at the same time each production day — generally 12:00 to 12:30 p.m. — with all crew members leaving the set for lunch in the facility's dining area. The UPM reported that break compliance is "virtually 100%" and that he has "never had an instance" where a crew member was required to work through lunch. The regularity and consistency of meal break scheduling in this studio environment is facilitated by the controlled production setting and the predictable daily schedule.

• UPM for "Summit Challenge" (field-based, coordinated from Facility 4, Burbank): This UPM described scheduling meal breaks in the daily call sheet but acknowledged that breaks are "frequently" adjusted or delayed based on weather conditions, available natural light, remote location logistics (including the distance from the shooting location to the nearest catering setup), and the need to capture time-sensitive footage. The UPM estimated that "maybe 80% of shoot days" result in a compliant first meal period within the first six hours, and the remaining 20% involve delays of thirty minutes to one hour or more. For shoot days exceeding ten hours, the UPM reported that the second meal period "often gets squeezed" due to the pressure to wrap before losing daylight.

• UPM for a live events show (Facility 4, Burbank): This UPM reported that during live broadcasts, there is no scheduled thirty-minute meal break for the crew. Instead, crew members eat "on the fly" during commercial breaks (which last two to four minutes) or during pre- and post-show periods. Formal thirty-minute meal breaks that comply with the statutory requirements are provided only on rehearsal and setup days, which typically precede the live broadcast by one to two days. The UPM acknowledged that on live broadcast days, "it's just not possible to give everyone a sit-down thirty-minute break — the show is live and you can't stop it."

• Supervisor for post-production (Facility 7, El Segundo): This facility-level supervisor described an office environment where employees take regular lunch breaks, typically between 12:00 and 1:00 p.m. The supervisor reported: "I've never had an employee complain about not getting a meal break. People take their lunch, go to the break room or go out to eat, and come back. It's not like being on a set."

These specific examples are far more persuasive than abstract generalizations about "variability." They put flesh on the statistical analysis and allow the Court to see, in concrete terms, why the meal break experience of one AMA employee cannot be generalized to the class as a whole.

G. Section 7 — Named Plaintiffs' Typicality Analysis

The draft briefly notes that the three named plaintiffs — Marisol Fuentes, Derek Halloran, and Yesenia Padilla — worked in different divisions at different facilities, and that their experiences are therefore not representative of each other or of the putative class as a whole. This is the correct conclusion, but the draft does not develop the analysis in sufficient detail.

Comment 14 — Expand the analysis of each named plaintiff's experience. We recommend that Dr. Makhija provide a comparative table setting forth key characteristics of each named plaintiff's employment with AMA. The following table, which we have prepared based on the employment records and deposition testimony in the case file, illustrates the format and content we recommend:

This table powerfully illustrates that the named plaintiffs' experiences are not typical of each other, let alone of the approximately 1,850 putative class members who worked across seven facilities, fourteen show units, and multiple job classifications during the class period. Fuentes worked on field and studio hybrid productions with long and unpredictable shifts; Halloran worked in a conventional office environment with regular hours; Padilla worked in live events with scheduling dictated by external event timing. These three individuals could hardly be less representative of a unified class.

Comment 15 — Note Halloran's deposition testimony. Derek Halloran's deposition testimony, taken on March 22, 2023, contains several admissions that are significant for the certification analysis. Most notably, Halloran testified that he "usually" received compliant meal breaks during his post-production shifts — which is consistent with the supervisor's description of the Facility 7 post-production environment as one where meal breaks are routinely provided. However, Halloran also testified that during "crunch periods" — which he described as the two to three weeks immediately preceding a delivery deadline for a completed episode or season — he worked through meal periods "pretty regularly." When asked about the Missed Meal Attestation feature, Halloran testified that he was aware of it but "never used it because nobody else did and I didn't want to cause problems" and because he did not believe that submitting an attestation "would actually change anything."

This testimony is significant for two reasons. First, it undercuts the class narrative of systematic, company-wide denial of meal periods — Halloran's own testimony confirms that meal breaks were routinely provided during normal production periods and were only missed during discrete, time-limited crunch periods that varied by project and deadline. Second, and more importantly for the certification analysis, Halloran's testimony about the attestation feature illustrates the kind of individualized inquiry that would be required to adjudicate the claims of each class member. Why did Halloran not use the attestation feature? Because of perceived social pressure ("nobody else did"), because of a subjective concern about workplace consequences ("I didn't want to cause problems"), and because of a personal belief about the feature's efficacy ("I didn't believe it would change anything"). These are individualized, subjective reasons that cannot be resolved on a class-wide basis. Each class member who did not use the attestation feature may have had entirely different reasons for not doing so.

Dr. Makhija should reference Halloran's deposition testimony (to the extent it is available for citation in the expert report) as an example of how employee-by-employee variation in experiences, perceptions, and decision-making precludes a class-wide determination of the meal period claims.

H. Section 8 — Conclusions

The conclusions as drafted are accurate and directionally correct, but they should be sharpened and stated with greater specificity. We recommend that the conclusion section explicitly state the following four points, each as a numbered conclusion:

1. Working conditions, scheduling practices, and meal and rest break implementation vary significantly across AMA's fourteen show units and seven California production facilities. The statistical analysis of TimeTrack Pro data demonstrates that key variables — including shift-length distributions, overtime frequency, meal period timing, and missed meal period rates — differ across show units at levels that are statistically significant and operationally meaningful.

2. Supervisory discretion in break scheduling — exercised by fourteen different Unit Production Managers and Line Producers, each operating within a distinct show unit with its own production demands, physical environment, and operational constraints — renders a class-wide determination of whether AMA "provided" compliant meal and rest breaks infeasible. The break scheduling practices of each show unit reflect the independent judgment of the responsible supervisor, not a centralized corporate directive regarding how breaks should be timed or implemented.

3. The experiences of AMA's non-exempt employees with meal and rest breaks are "predominantly individualized" and "cannot be reliably generalized across the putative class." An employee's meal break experience depends on the specific show unit to which he or she was assigned, the supervisor responsible for scheduling, the production demands of any given day, the physical location of the work (studio versus field versus office), and in many cases the employee's own choices and preferences regarding break timing.

4. The TimeTrack Pro auto-deduction system, while applied uniformly across all seven facilities and fourteen show units, does not create a common question susceptible to class-wide resolution. The auto-deduction is a timekeeping mechanism — it reflects how AMA's system recorded meal periods, not whether each employee was actually provided a compliant break. The substantive inquiry — whether each employee received a compliant thirty-minute meal period on each qualifying shift — depends on individualized facts that vary by show unit, facility, supervisor, production schedule, and individual employee.

These four conclusions should be stated clearly and concisely, and they should be set apart typographically (e.g., as a numbered list) so that the Court can readily identify them. We expect that these conclusions will be quoted directly in AMA's opposition brief, so precision of language is important.

IV. Additional Data Analysis Recommendations

In addition to the section-by-section comments set forth above, we recommend that Dr. Makhija conduct the following supplemental analyses for inclusion in the final report, to the extent the data permits and the timeline allows. Each of these analyses would further support the individualized inquiry thesis by demonstrating additional dimensions of variability within the putative class.

Recommendation 1 — Seasonal and production-cycle variation. We recommend that Dr. Makhija analyze whether meal period compliance varies by time of year or by stage in the production cycle. The entertainment industry is characterized by well-known cyclical patterns — including pilot season (typically January through April), hiatus periods, and pre-premiere "crunch" periods when post-production teams work extended hours to meet delivery deadlines. If the data reveals that missed meal period rates increase significantly during pilot season or crunch periods, this would further support the individualized inquiry thesis: an employee who worked during a crunch period had a materially different experience from an employee who worked during hiatus, even if both were assigned to the same show unit and the same facility. This temporal variability adds yet another dimension of individualization that cannot be captured by a class-wide adjudication.

Recommendation 2 — Day-of-week analysis. We recommend that Dr. Makhija analyze whether meal break compliance differs on weekdays versus weekends. Weekend shoots may have different staffing levels, different supervisory coverage (a backup UPM or assistant director may be in charge rather than the primary UPM), and different production pressures. If the data shows that meal break compliance is lower on weekends than on weekdays — or vice versa — this would further demonstrate the individualized nature of the meal break inquiry and would undermine Plaintiffs' attempt to characterize AMA's practices as uniformly deficient.

Recommendation 3 — Employee tenure analysis. We recommend that Dr. Makhija analyze whether employees in their first ninety days of employment have different meal break experiences than longer-tenured employees. Newer employees may be less familiar with AMA's meal break policies, less likely to assert their right to a break, or less aware of the attestation feature. Alternatively, newer employees may receive more supervisory attention and be more likely to receive compliant breaks. Either way, if the data reveals a statistically significant difference in meal break outcomes based on employee tenure, this would further support the argument that the meal break inquiry is individualized and cannot be resolved on a class-wide basis.

Recommendation 4 — Correlation between shift length and attestation usage. At the four facilities where the Missed Meal Attestation feature was activated in the TimeTrack Pro system, Dr. Makhija should analyze whether attestation usage correlates with shift length. The hypothesis is that employees on longer shifts — who are more likely to miss meal periods due to production pressures — would be more likely to submit missed-meal attestations. If this correlation is confirmed by the data, it supports the argument that shift length (which varies significantly by show unit, as demonstrated in Section 4 of the report) is a key variable in determining meal break outcomes. This in turn reinforces the individualized inquiry thesis, because shift length depends on the specific show unit, production schedule, and day-to-day operational circumstances — all of which are individualized facts.

We recognize that these additional analyses will require additional time from Dr. Makhija and his team. We believe all four analyses can be completed within the available timeline if Dr. Makhija begins work promptly after receiving our comments. However, if time constraints require prioritization, we would rank these recommendations in the order presented above, with the seasonal/production-cycle analysis as the highest priority and the attestation/shift-length correlation as the lowest priority (though still desirable if feasible).

V. Anticipated Plaintiffs' Critiques and Preemptive Responses

Based on our review of Plaintiffs' class certification motion papers, Dr. Rennick's report, and the general strategies employed by Plaintiffs' counsel at Bravo Gutierrez LLP in similar cases, we anticipate the following critiques of Dr. Makhija's report. We recommend that Dr. Makhija preemptively address each of these critiques in the final report, either in the body of the report or in a dedicated section addressing potential counterarguments. The following table summarizes our analysis:

We recommend that Dr. Makhija incorporate these preemptive responses organically throughout the report, addressing each critique in the section where it is most relevant, rather than adding a stand-alone "responses to critiques" section that might appear defensive or argumentative.

VI. Formatting and Presentation Recommendations

In addition to the substantive comments above, we offer the following formatting and presentation recommendations for the final report:

Executive Summary. We recommend that Dr. Makhija add an executive summary of one to two pages at the beginning of the report, immediately following the introduction and qualifications section. The executive summary should concisely state Dr. Makhija's four principal conclusions (as set forth in Comment 14 above) and provide a brief overview of the data and methodology supporting each conclusion. The executive summary serves the Court's convenience — Judge Escobedo will likely read the executive summary first and refer to the detailed analysis sections as needed. A well-crafted executive summary can frame the Court's reading of the entire report.

Visual presentations. As noted in Comment 6, we recommend converting key data tables into charts, graphs, or other visual presentations wherever possible. Histograms, box-and-whisker plots, and side-by-side bar charts are generally more effective than data tables in certification briefing, where the goal is to convey the overall pattern of the data rather than the precise numerical values. Visual presentations allow the Court to grasp the key takeaway — e.g., that shift-length distributions vary dramatically across show units — at a glance, without having to read and interpret rows and columns of numbers.

Statistical glossary. We recommend that Dr. Makhija include a brief glossary of statistical terms, either as a footnote section or as an appendix, defining key terms such as "analysis of variance (ANOVA)," "chi-square test," "p-value," "statistical significance," "confidence interval," "standard deviation," and "null hypothesis." The Court may not be familiar with these terms, and a glossary ensures that the report is accessible to a generalist reader. This is a small effort that can significantly enhance the report's persuasiveness.

Consistency check. We recommend a thorough proofreading pass to ensure consistency in facility numbering (Facility 1 through Facility 7), show unit names (e.g., "Kitchen Clash" vs. "Kitchen Clash!"), employee counts, and date references throughout the report. Any inconsistency, however minor, can be exploited by Plaintiffs' counsel to question the overall reliability of the report.

Fact/opinion distinction. Finally, we recommend that the report clearly distinguish between Dr. Makhija's factual findings (e.g., "the data shows that 62.7% of shifts on field-based show units exceeded ten hours") and his expert opinions (e.g., "in my opinion, the variability in shift-length distributions across show units renders a class-wide determination of meal period compliance infeasible"). This distinction is important for Sargon purposes — the Court's gatekeeping function applies to expert opinions, not to factual presentations. By clearly labeling which statements are factual findings derived from data analysis and which are expert opinions based on those findings, Dr. Makhija reduces the risk of a successful Sargon challenge to the entire report.

VII. Next Steps

Based on the comments and recommendations set forth in this memorandum, we propose the following schedule for completing and finalizing Dr. Makhija's report:

• May 14, 2023: Devon to schedule and conduct a call with Dr. Makhija to discuss the comments in this memorandum in detail. During this call, we should prioritize the most critical revisions (particularly Comments 8 and 11, addressing the auto-deduction and the supervisory variability analysis) and confirm that Dr. Makhija can complete the additional data analyses recommended in Section IV within the available timeline.

• May 16, 2023: Dr. Makhija to incorporate our comments and deliver a revised draft of the report for our review. This revised draft should reflect all substantive changes, additional analyses, and formatting improvements discussed during the May 14 call.

• May 17–18, 2023: Our team to review the revised draft, provide any final comments, and confirm that the report is ready for finalization.

• May 19, 2023: Final report due. Dr. Makhija to deliver the final version of the expert report.

• June 14, 2023: Expert declaration for AMA's opposition to Plaintiffs' motion for class certification due. The declaration will attach the final report as an exhibit and will include the standard expert declaration language required under California Code of Civil Procedure section 2015.5.

• Week of July 28, 2023: Dr. Makhija should hold this week for potential hearing testimony at the class certification hearing before the Honorable Raymond Escobedo in Department 34 of the Los Angeles Superior Court. We do not yet have a confirmed hearing date, but we anticipate that the Court will schedule the hearing for late July or early August 2023 based on the current briefing schedule. We will confirm the date as soon as it is set.

We are available to discuss any questions about these comments at your convenience. Please let us know if you would like us to participate in the call with Dr. Makhija on May 14.

cc: Engagement File — Matter No. 1017-00004

Facility	Location	Attestation Feature	Usage Rate (% of Eligible Shifts)
Facility 1	West Hollywood HQ	Activated	2.3%
Facility 2	Studio City	Not Activated	N/A
Facility 3	Sherman Oaks	Activated	4.1%
Facility 4	Burbank	Not Activated	N/A
Facility 5	Hollywood	Activated	1.8%
Facility 6	Santa Monica	Activated	3.7%
Facility 7	El Segundo	Not Activated	N/A
Factor	Marisol Fuentes	Derek Halloran	Yesenia Padilla
Facility	Studio City (Facility 2)	Hollywood (Facility 5)	Burbank (Facility 4)
Division	Unscripted Programming	Digital Content / Post-Production	Live Events
Show Type	Field/studio hybrid	Post-production (office)	Live events
Typical Shift Length	10–14 hours (shoot days); 8 hours (office days)	8–10 hours	Variable (8–16 hours depending on event)
Attestation Feature	Not activated at Facility 2	Activated at Facility 5	Not activated at Facility 4
Employment Period	March 14, 2019 – August 5, 2022	June 1, 2020 – November 30, 2022	January 10, 2018 – May 17, 2022
Hourly Rate at Separation	$28.50/hr	$24.75/hr	$31.00/hr
Anticipated Critique	Preemptive Response
"Dr. Makhija surveyed supervisors, not employees — his analysis is infected by selection bias because supervisors have an incentive to portray their own practices favorably."	Dr. Makhija should supplement the supervisor interview data with objective TimeTrack Pro data, call sheet comparisons, and attestation records, as discussed in Comments 2 and 11 above. To the extent the objective data corroborates the supervisor interviews, the selection-bias critique is neutralized. Dr. Makhija should also note that supervisors have direct operational knowledge of scheduling practices that employees may lack — a UPM who schedules meal breaks for an entire crew has a broader perspective on break compliance than any individual crew member.
"Variability in working conditions doesn't defeat certification where the employer maintains a uniform policy — AMA's auto-deduction and written meal break policy create a common question that predominates."	Dr. Makhija should distinguish between policy and implementation under Brinker. The existence of a uniform written policy does not answer the operative legal question of whether each employee was actually "provided" a compliant meal break. The substantive question is operational, not policy-based, and the operational question depends on individualized facts — show unit, supervisor, production schedule, location, and employee choice — that cannot be resolved on a class-wide basis.
"The low attestation usage rates (2–4%) prove that employees were deterred from using the feature, not that they took compliant breaks — this is a common question of whether AMA's attestation system was a sham."	Dr. Makhija should note the genuine ambiguity in the low attestation rates and argue that this ambiguity is precisely the type of inferential dispute that requires individualized inquiry. The low rates could reflect high break compliance (employees took breaks and had nothing to attest to), low employee awareness of the feature, social or supervisory pressure not to attest, or a combination of factors that varies from employee to employee. Resolving this ambiguity requires hearing from individual employees — exactly the kind of inquiry that makes class treatment inappropriate.
"Dr. Makhija's analysis ignores the auto-deduction as the central common issue — AMA uniformly deducted thirty minutes regardless of whether employees took breaks."	Dr. Makhija should address the auto-deduction squarely, as discussed in Comment 8 above. The auto-deduction is a timekeeping mechanism, not a substantive policy of denying breaks. It tells us how meal periods were recorded, not whether they were provided. The substantive inquiry — whether each employee actually received a compliant break — depends on individualized facts.
"The report fails to account for the three facilities (Facilities 2, 4, and 7) where AMA did not even activate the attestation feature — those employees had no mechanism to report missed meals."	Dr. Makhija should present the attestation data transparently, including the fact that the feature was not activated at three facilities. He should note that even at the three facilities without the electronic attestation feature, AMA's written policy directed employees to report missed meals to their supervisors verbally or in writing. Whether that alternative reporting mechanism was adequate — and whether individual employees were aware of it, used it, or were deterred from using it — requires individualized testimony that cannot be resolved on a class-wide basis. The absence of the electronic feature at some facilities is itself evidence of operational variability across AMA's organization.

CALDERWOOD & HARKNESS LLP
CONFIDENTIAL — ATTORNEY-CLIENT PRIVILEGED / ATTORNEY WORK PRODUCT
MEMORANDUM
TO: Renata Vasquez
FROM: Devon Archer and Nadia Petrov
DATE: May 12, 2023
RE: Review and Comment on Draft Expert Report of Dr. Rajesh Makhija — Fuentes v. Aurelius Media Americas Inc., LASC Case No. 22STCV38214 (Consolidated); C&H Matter No. 1017-00004
I. Purpose
This memorandum provides our detailed comments on the draft expert report prepared by Dr. Rajesh Makhija of Workforce Dynamics Consulting LLC, dated May 5, 2023, in connection with Aurelius Media Americas Inc.'s ("AMA") opposition to Plaintiffs' Motion for Class Certification. We have reviewed the draft report in its entirety, including all appendices and supporting data tables, and have cross-referenced the report against the key documents in the case file, including the operative Second Amended Complaint, Plaintiffs' class certification motion papers, the declarations currently in preparation, and the recently received report from Plaintiffs' expert, Dr. Howard Rennick of Pinnacle Economic Consulting Group LLC.
As you are aware, the final version of Dr. Makhija's report is due May 19, 2023, and the expert declaration for the opposition brief is due June 14, 2023. Given these deadlines, we believe it is critical that Dr. Makhija receive our feedback promptly so that revisions can be incorporated and a revised draft circulated for our further review before the final report is submitted.
Our comments are organized by section of the draft report and cover four principal areas: (a) substantive suggestions for additional data analysis that would strengthen the report's conclusions; (b) methodology clarification and presentation improvements to enhance accessibility for the Court; (c) recommendations for strengthening the supervisory variability opinion, which we consider the most vulnerable section of the current draft; and (d) areas where Dr. Makhija should anticipate and preemptively address critiques likely to be advanced by Plaintiffs' counsel at Bravo Gutierrez LLP and by Plaintiffs' expert Dr. Rennick. We also include, in Sections IV through VI below, additional data analysis recommendations, a chart of anticipated critiques and suggested preemptive responses, and formatting and presentation recommendations for the final report.
II. Overall Assessment of Draft
On the whole, the draft report is strong on its core thesis: that significant variability exists in working conditions, scheduling practices, meal and rest break implementation, and supervisory discretion across AMA's seven California production facilities and fourteen distinct show units, such that individualized inquiry predominates over common questions under the standards articulated in Brinker Restaurant Corp. v. Superior Court (2012) 53 Cal.4th 1004 and Duran v. U.S. Bank National Assn. (2014) 59 Cal.4th 1. Dr. Makhija's central opinion — that the putative class of approximately 1,850 non-exempt employees cannot be meaningfully treated as a single group for purposes of adjudicating the meal period, rest break, and derivative claims — is well-supported by the data analysis presented in the draft.
The report effectively uses TimeTrack Pro data, which was obtained from NovaPay Solutions Inc. through the custodian Marcus Yee pursuant to a third-party subpoena and supplemented by AMA's internal production of payroll records. The TimeTrack Pro dataset comprises approximately 12 million individual punch records spanning the class period of November 1, 2018 through the present. Dr. Makhija's analysis of this dataset demonstrates statistically significant differences in shift-length distributions, overtime frequency, and meal period timing across show units. These findings are quantitatively robust and should withstand scrutiny.
However, we have identified several areas that need strengthening before the final version is submitted. We summarize these at a high level here and address each in detail in Section III below:
First, the supervisory variability analysis (Section 6 of the draft) relies too heavily on interviews with Unit Production Managers and Line Producers and needs additional objective data support to insulate it against a selection-bias challenge. The UPM/Line Producer interviews are valuable and should be retained, but they cannot serve as the sole evidentiary foundation for this section of the report.
Second, the report does not adequately address the Missed Meal Attestation feature discrepancy across facilities. Specifically, the attestation feature within the TimeTrack Pro system was activated at Facilities 1, 3, 5, and 6, but was not activated at Facilities 2, 4, and 7. This inconsistency is a double-edged sword: it supports the variability thesis (different facilities had different systems), but Plaintiffs will exploit it as evidence of a common failure — i.e., that AMA did not uniformly implement the very tool designed to capture missed meal periods. Dr. Makhija must address this issue head-on and explain why the attestation feature discrepancy does not create a common question susceptible to class-wide resolution.
Third, certain statistical tables in the draft need clearer labeling and more accessible presentation for the Court. This case is assigned to the Honorable Raymond Escobedo in Department 34 of the Los Angeles Superior Court. While we expect the Court to engage carefully with the expert evidence, we should not assume familiarity with statistical terminology or presentation conventions. The report should be written so that a generalist judge can follow the analysis without expert assistance.
Fourth, the report should more directly engage with and critique Dr. Howard Rennick's anticipated damages model. At the time Dr. Makhija prepared his draft, Dr. Rennick's report had not yet been received; however, it was subsequently received from Pinnacle Economic Consulting Group LLC on or about April 28, 2023. Our separate analysis of Dr. Rennick's report is documented at Document 97 in the matter file. Dr. Makhija should review that report and address key weaknesses in Dr. Rennick's methodology — particularly Dr. Rennick's assumption that all auto-deducted meal periods represent missed meals, which is a critical flaw in his damages model.
III. Section-by-Section Comments
A. Section 1 — Introduction and Qualifications
Dr. Makhija's qualifications are well-presented in the current draft. His curriculum vitae is attached as an exhibit, and his experience in labor and employment consulting for media and entertainment companies is highlighted appropriately. His prior expert engagements in wage-and-hour class actions, including engagements in Hernandez v. Orion Studios and Patel v. National Broadcasting Associates, are noted and bolster his credibility. We do not recommend any substantive changes to this section.
We do, however, offer one suggestion for strengthening this section. Dr. Makhija should add a brief statement — one or two sentences — noting that he reviewed the specific provisions of Industrial Welfare Commission Wage Order No. 12-2001, which governs the motion picture industry in California, as part of his preparation for this engagement. The statement should note that his analysis was informed by the regulatory framework applicable to AMA's operations, including the specific meal period and rest break requirements set forth in Wage Order 12, Sections 11 and 12. This addition preempts any challenge by Plaintiffs' counsel that Dr. Makhija's analysis was conducted in a regulatory vacuum, without understanding the applicable legal standards governing AMA's obligations. While Dr. Makhija is not offering legal opinions — and the report should make clear that he is not — his familiarity with the regulatory framework enhances the credibility of his factual and statistical analysis.
B. Section 2 — Data Sources and Methodology
The data sources reviewed by Dr. Makhija are comprehensive. The draft identifies the following categories of materials: (1) TimeTrack Pro punch records, comprising approximately 12 million individual punch-in and punch-out records for the class period of November 1, 2018 through the present; (2) production schedules and call sheets for all 14 show units, spanning the full class period; (3) AMA organizational charts reflecting the reporting structure at each facility and within each show unit; (4) AMA's employee handbooks and written meal and rest break policies (including the company-wide handbook and any facility- or show-unit-specific supplements); and (5) interview notes from Dr. Makhija's interviews with 14 Unit Production Managers (one per show unit) and 3 facility-level supervisors. We are satisfied that this range of materials provides a sufficient evidentiary foundation for Dr. Makhija's opinions.
We have three comments on this section, each of which we consider important for the final report.
Comment 1 — Methodology description needs more detail on statistical tests used. The draft references "analysis of variance" and "chi-square tests" as the principal statistical methods employed in the data analysis, but does not specify the particular ANOVA model used (one-way versus two-way), the dependent variables analyzed, the independent variables or grouping factors, or the significance thresholds applied (e.g., p < 0.05, p < 0.01). This lack of specificity is a vulnerability. Our recommendation is that Dr. Makhija add a methodology appendix — perhaps two to three pages in length — setting forth the formal statistical specifications for each test employed. The appendix should identify the null and alternative hypotheses tested, the test statistics computed, the degrees of freedom, and the p-values obtained. This level of transparency is important for two reasons. First, it makes the methodology accessible to the Court and demonstrates that Dr. Makhija's analysis follows accepted statistical practices. Second, and more critically, it is important for withstanding a potential Sargon Enterprises, Inc. v. University of Southern California (2012) 55 Cal.4th 747 challenge by Plaintiffs. Under Sargon, the Court has a gatekeeping function to ensure that expert testimony is based on sound methodology. The more transparent and well-documented the methodology, the harder it will be for Plaintiffs to argue that Dr. Makhija's opinions rest on unsupported analytical techniques. We should not give Plaintiffs' counsel any opening to characterize Dr. Makhija's statistical methods as a "black box."
Comment 2 — Employee-level data versus supervisor interviews. We anticipate that Plaintiffs will argue — and will have a reasonable basis for arguing — that Dr. Makhija's reliance on supervisor interviews introduces selection bias into his analysis. The argument is straightforward: supervisors have an inherent interest in presenting their own practices in a favorable light and may underreport instances of non-compliance with meal and rest break requirements. Plaintiffs' counsel at Bravo Gutierrez will almost certainly make this argument in their reply brief, and Dr. Rennick may address it in his rebuttal report as well.
Our recommendation is that Dr. Makhija supplement the supervisor interview data with objective, employee-level data wherever possible. The supervisor interviews should be retained — they provide valuable contextual information about operational practices that cannot be gleaned from raw punch data alone — but they should not stand alone as the evidentiary basis for any key opinion. Specifically, we recommend the following supplementation:
• TimeTrack Pro data on actual punch-in and punch-out times can be used to verify supervisors' descriptions of typical shift lengths and scheduling patterns. For example, if a UPM states that shifts on his or her show unit "typically last about 10 hours," Dr. Makhija can present the actual distribution of shift lengths for that show unit and confirm or qualify the UPM's characterization.
• Missed Meal Attestation records, where available at Facilities 1, 3, 5, and 6, can be used to validate or challenge supervisors' claims about meal break compliance. If a supervisor at Facility 1 reports that "virtually all employees take their meal breaks," and the attestation records for that facility show a missed-meal attestation rate of only 2.3%, the data corroborates the supervisor's statement. Conversely, if the attestation data diverges from the supervisor's account, Dr. Makhija should note and explain the discrepancy.
• Production call sheets, which specify scheduled meal break times for each shooting day, can be compared against actual TimeTrack Pro punch data to identify discrepancies between scheduled and actual meal break timing. This comparison provides an objective measure of whether meal breaks were implemented as planned, independent of supervisor self-reporting.
Comment 3 — Class period definition. The draft uses the class period as currently pled in the Second Amended Complaint: November 1, 2018 to the present. We note that this period should be confirmed against the operative complaint and any modifications that may have been discussed in connection with settlement negotiations. We understand that in a settlement context, the class period may be extended through October 31, 2023. However, for purposes of the class certification analysis, the class period as defined in the operative pleading governs, and Dr. Makhija should use the pleading date. If the class period is subsequently modified by Court order or stipulation, the report can be supplemented. Dr. Makhija should ensure that this is clearly stated in the report so that there is no confusion about the temporal scope of his analysis.
C. Section 3 — Description of AMA's California Operations
This section provides a useful overview of AMA's seven California production facilities and fourteen show units. We have reviewed the factual content against the draft declarations to be provided by Lorraine Okafor (Senior Vice President, Human Resources), Celine Arroyo (Director of Production Operations), and Karen Fong (Payroll Manager), and the content is accurate and consistent with those declarations. This consistency is important, as any factual discrepancy between Dr. Makhija's report and the supporting declarations would be exploited by Plaintiffs' counsel.
Comment 4 — Add more granular facility-level detail. The draft correctly identifies the seven California production facilities, but the descriptions are somewhat general. The current draft identifies the facilities as follows:
1. 8500 Sunset Blvd., Suite 1400, West Hollywood, CA 90069 — Headquarters and post-production operations
2. 4024 Penmark Strategy Partners Avenue, Studio City, CA 91604 — Stage A and Stage B, housing unscripted programming production
3. 15301 Ventura Blvd., Suite 300, Sherman Oaks, CA 91403 — Digital content production
4. 3800 W. Alameda Ave., Burbank, CA 91505 — Live events and field production coordination
5. 1438 N. Gower Street, Hollywood, CA 90028 — Scripted development
6. 2120 Colorado Avenue, Santa Monica, CA 90404 — E-commerce studio operations
7. 888 N. Sepulveda Blvd., El Segundo, CA 90245 — Post-production annex
Our recommendation is that, for each facility, Dr. Makhija include a summary table showing: (i) the number of non-exempt employees who worked at that facility during the class period; (ii) the primary show units housed at or coordinated from that facility; (iii) typical shift lengths at the facility (mean, median, and range); (iv) whether the Missed Meal Attestation feature was activated in the TimeTrack Pro system at that facility; and (v) attestation usage rates (where the feature was activated). This facility-level summary table would be a powerful visual aid for the Court, allowing Judge Escobedo to see at a glance the significant operational differences across AMA's California operations. We believe this table will be one of the most frequently referenced exhibits in the certification briefing.
Comment 5 — Show unit typology. The draft categorizes AMA's fourteen show units into four operational types: (a) studio-based; (b) field-based; (c) live events; and (d) post-production/office. This typology is effective and provides a useful framework for organizing the variability analysis. However, the draft presents the typology in abstract terms without tying it to specific show units. Our recommendation is that Dr. Makhija include specific show names as examples for each category, drawing on the production schedules and call sheets in the record. For example:
• Studio-based: "Kitchen Clash" (produced at Facility 1, West Hollywood) is a representative studio-based show unit. Production typically involves consistent eight- to ten-hour days, with a reliable thirty-minute meal break scheduled at a fixed time (generally 12:00–12:30 p.m.). The studio environment allows for predictable scheduling, and meal break compliance is high.
• Field-based: "Summit Challenge" (coordinated from Facility 4, Burbank, but filmed at remote outdoor locations throughout California) is a representative field-based show unit. Shoot days routinely extend to fourteen to sixteen hours. Meal breaks are scheduled on the daily call sheet but are frequently adjusted or delayed based on weather conditions, available natural light, and the logistical challenges of providing meals at remote locations. Meal break compliance is significantly lower than in studio-based show units.
• Live events: AMA's live events division (based at Facility 4, Burbank) produces concerts, award show broadcasts, and other live programming. Scheduling constraints are unique and dictated by event timing. Crew members may not receive formal thirty-minute meal breaks during live broadcasts but instead eat informally during commercial breaks or pre- and post-show periods. Formal compliant meal breaks are typically provided only on rehearsal and setup days.
• Post-production/office: Post-production operations at Facilities 1, 5, and 7 are office-based, with regular eight- to ten-hour schedules and standard meal and rest break practices consistent with a conventional office environment.
• Digital content: The digital content division (Facility 3, Sherman Oaks) operates on a hybrid studio/remote model, with schedules varying significantly depending on content type — short-form social media content may involve brief four- to six-hour sessions, while longer-form digital series production may mirror the scheduling patterns of studio-based show units.
This level of specificity makes the variability argument concrete and tangible for the Court. Abstract assertions of "variability" are far less persuasive than concrete examples showing that the daily working experience of a crew member on "Kitchen Clash" bears almost no resemblance to the daily experience of a crew member on "Summit Challenge."
D. Section 4 — Analysis of Shift-Length Variability
This is the strongest section of the draft report. The data tables showing shift-length distributions by show unit are compelling, and the underlying statistical analysis appears methodologically sound. Dr. Makhija's finding that shift-length distributions differ significantly across show units — and that these differences are statistically significant at conventional confidence levels — directly supports the individualized inquiry thesis.
The key finding that should be highlighted in the final report is as follows: the percentage of shifts exceeding ten hours ranged from 4.2% for studio-based show units to 62.7% for field-based show units. This dramatic variation has direct implications for the meal period analysis. Employees on longer shifts are more likely to miss meal breaks, and the second meal period requirement — applicable to shifts exceeding ten hours under Labor Code section 512(a) — applies unevenly across show units. A show unit where 62.7% of shifts exceed ten hours presents a fundamentally different meal period compliance landscape than a show unit where only 4.2% of shifts exceed that threshold. This point should be stated explicitly, as it connects the shift-length data to the substantive legal question of meal period compliance.
Comment 6 — Add a histogram or box-and-whisker plot. The current draft presents all shift-length data in tabular form only. While the tables are informative, they require the reader to process columns of numbers and mentally construct the distribution. A visual representation would be significantly more impactful for the Court. Our recommendation is that Dr. Makhija include histograms or box-and-whisker plots showing shift-length distributions for at least four representative show units — one per category of the show unit typology (studio-based, field-based, live events, and post-production). Ideally, the histograms would be presented side by side on a single page, allowing the Court to compare the distributions at a glance. The visual contrast between a tightly clustered distribution centered around eight hours (for a studio-based show unit) and a widely dispersed distribution extending to sixteen or more hours (for a field-based show unit) will be far more persuasive than a table of numbers alone.
Comment 7 — Overtime frequency analysis. The draft includes data on overtime frequency — specifically, the percentage of shifts exceeding eight hours — broken down by show unit. This analysis is not directly relevant to the meal period claim that is the focus of the certification motion; however, we recommend that Dr. Makhija retain it in the final report for two reasons. First, it underscores the overall variability in working conditions across show units, reinforcing the broader narrative that the putative class is not a cohesive group with common experiences. Second, the overtime frequency data may be relevant to the PAGA component of the case, which is not subject to the class certification motion but remains a live claim. To the extent the overtime data supports the argument that working conditions varied significantly across show units, it strengthens AMA's position on the PAGA claims as well. We recommend that Dr. Makhija include a brief note explaining why the overtime frequency analysis is relevant to his overall variability opinion, even though the off-the-clock claim was not ultimately certified as part of the putative class.
E. Section 5 — Analysis of Meal Period Practices
This section addresses the central substantive issue in the case: whether AMA's meal period practices can be adjudicated on a class-wide basis or whether individualized inquiry is required. The draft contains important data and analysis, but it has two significant gaps that must be addressed before the final report.
Comment 8 — Address the auto-deduction directly. The draft discusses meal period practices in general terms but does not squarely address the TimeTrack Pro auto-deduction system, which is the centerpiece of Plaintiffs' commonality argument. In their class certification motion, Plaintiffs contend that AMA maintained a "uniform policy and practice" of auto-deducting thirty minutes from each shift of six hours or more, regardless of whether the employee actually received a compliant meal break. Plaintiffs argue that this auto-deduction — applied identically across all seven facilities and all fourteen show units — creates a common question susceptible to class-wide resolution: namely, whether the auto-deduction resulted in systematic underpayment for missed meal periods.
Dr. Makhija must acknowledge that the auto-deduction was applied uniformly across all facilities — a thirty-minute deduction for all shifts of six hours or more — and then explain clearly why this uniformity does not establish the kind of commonality required for class certification. The key argument, which Dr. Makhija should articulate in his own words as an expert opinion, is this: the auto-deduction is a timekeeping method, not a meal period policy. The auto-deduction tells us how AMA's timekeeping system recorded meal breaks; it does not tell us whether each employee was actually provided a compliant meal break. The substantive question under Brinker is whether AMA "provided" each employee with the opportunity to take an uninterrupted thirty-minute meal period. The answer to that question depends on individualized factors — the specific show unit, the supervisor's scheduling practices, the production schedule on a given day, location logistics, and in some cases the employee's own choice to work through a break. The auto-deduction does not resolve any of these individualized questions. Two employees could both have thirty minutes auto-deducted from their timecards, yet one may have taken a compliant break while the other did not. Determining which scenario applies requires individualized inquiry into each employee's experience.
This is a critical point, and Dr. Makhija should devote at least two to three paragraphs to it in the final report. The auto-deduction issue will be the focal point of the certification hearing, and Dr. Makhija's report must address it squarely.
Comment 9 — Missed Meal Attestation usage rates. The draft mentions the existence of the Missed Meal Attestation feature in the TimeTrack Pro system but does not present the usage rate data by facility. This is a critical omission. The attestation feature — which allows employees to affirmatively indicate on their timecard that they missed a meal break — was activated at four of AMA's seven California facilities but was not activated at the remaining three. The usage rate data, which we have obtained from Karen Fong's records and from the NovaPay Solutions production, shows the following:
Our recommendation is that Dr. Makhija present this data in a clear table in the final report and then discuss the implications of the low usage rates. The low rates are genuinely ambiguous — they could mean that employees took compliant breaks and therefore had no need to attest to missed meals, or they could mean that employees were unaware of the attestation feature or were deterred from using it by cultural or supervisory pressure. Dr. Makhija should note that this ambiguity is itself evidence that individualized inquiry is required. A class-wide determination cannot resolve whether the low attestation rates reflect compliance or suppression without hearing from individual employees about their awareness of the feature, their understanding of how to use it, and their reasons for not using it. This is precisely the kind of employee-by-employee factual question that precludes class-wide adjudication.
Comment 10 — Self-reported missed meal period rates by show unit. The draft contains a key finding that self-reported missed meal period rates ranged from 2.1% for the studio-based show unit "Kitchen Clash" to 18.7% for the field-based show unit "Summit Challenge" across the fourteen show units analyzed. This is an extremely powerful data point — a nearly nine-fold difference in missed meal period rates across show units within the same company — and it should be highlighted prominently in the final report.
However, Dr. Makhija needs to clarify the data source for these rates. Are the self-reported rates derived from attestation records, from supervisor reports, from TimeTrack Pro anomaly flags (e.g., shifts with no meal-period punch), or from some combination of these sources? If the rates are derived from attestation records, then they are only available for Facilities 1, 3, 5, and 6, where the attestation feature was active. The rates for show units at Facilities 2, 4, and 7 would necessarily be based on a different data source or on an extrapolation. Dr. Makhija should be fully transparent about this limitation and should explain the basis for any extrapolation or estimation applied to the facilities without the attestation feature. If the rates for those facilities are based on TimeTrack Pro anomaly data (e.g., shifts where no meal-period punch was recorded), Dr. Makhija should note that this is a less reliable measure than actual attestation records and should qualify his conclusions accordingly. Transparency on this point will enhance the credibility of the report and make it harder for Plaintiffs to attack the methodology.
F. Section 6 — Supervisory Variability Analysis
This section is the most important section of the report for AMA's defense, and it is also the most vulnerable to Plaintiffs' attack. The section currently relies primarily on interviews with fourteen UPMs and Line Producers regarding their individual practices for scheduling and implementing meal and rest breaks. While these interviews provide rich qualitative data, the section needs significant strengthening before the final report.
Comment 11 — Strengthen with objective data. As noted above in Comment 2, supervisor self-reporting is inherently subject to selection bias, and Plaintiffs will vigorously attack this section on that basis. Our recommendation is that Dr. Makhija supplement the interview data with objective, independently verifiable data from the following sources:
• Call sheet analysis. Production call sheets specify the scheduled meal break time for each shooting day. Dr. Makhija should compare the scheduled meal break times on the call sheets against the actual meal break times reflected in the TimeTrack Pro punch data, broken down by show unit. If meal break timing varies significantly across show units — even after controlling for shift length — this supports the supervisory variability thesis with objective evidence that does not depend on supervisor self-reporting. For example, if the data shows that meal breaks on "Kitchen Clash" consistently begin within fifteen minutes of the scheduled time, while meal breaks on "Summit Challenge" are frequently delayed by one to two hours or skipped entirely, this provides independent confirmation of the supervisory differences described in the UPM interviews.
• Meal period premium payment frequency. Under Labor Code section 226.7, an employer that fails to provide a compliant meal period must pay the employee one additional hour of pay at the employee's regular rate of compensation. Dr. Makhija should analyze the frequency of meal period premium payments by show unit. If some show units generate significantly more premium payments than others, this suggests different supervisory approaches to break compliance across show units. This is objective payroll data, not supervisor self-reporting, and it independently corroborates the variability thesis.
• Organizational chart analysis. Dr. Makhija should present the organizational chart data to demonstrate that each show unit operates with a distinct supervisory chain — from the Unit Production Manager, to the show-runner or executive producer, to the relevant division head — with no centralized directive regarding break scheduling practices beyond AMA's written company-wide policy. The absence of centralized operational control over break scheduling is a key fact supporting the individualized inquiry argument. Each show unit's meal break practices are determined by the UPM or Line Producer on the ground, not by a corporate-level directive specifying how and when breaks must be scheduled. This decentralized operational structure means that the meal break experience of any given employee depends on which show unit he or she was assigned to and which supervisor was responsible for scheduling.
Comment 12 — Anticipate the "uniform policy" rebuttal. Plaintiffs will argue that supervisory variability is irrelevant because AMA's company-wide policy — the auto-deduction system combined with the written meal break policy in the employee handbook — creates a uniform common question that predominates over individualized issues. This is Plaintiffs' strongest argument, and Dr. Makhija should address it directly in this section of the report.
Dr. Makhija should explain that under Brinker Restaurant Corp. v. Superior Court (2012) 53 Cal.4th 1004, the employer's obligation is to "provide" meal periods — meaning the employer must make available an opportunity for an uninterrupted thirty-minute meal period and must not impede or discourage employees from taking that break. This is an operational question, not a policy question. The existence of a written policy does not resolve whether each employee was actually provided a compliant break in practice. And the operational question depends on what actually happened at each show unit, on each production day, under each supervisor's direction — not on what the written policy says. Supervisory variability is therefore directly relevant to whether AMA "provided" compliant breaks to each employee. The fact that AMA had a uniform written policy does not mean that the policy was implemented uniformly, and the question of implementation is inherently individualized.
Dr. Makhija should also cite the principle, recognized in Duran v. U.S. Bank National Assn. (2014) 59 Cal.4th 1, that statistical sampling and extrapolation cannot substitute for individualized inquiry where the factual variations across the putative class are significant. The supervisory variability data presented in this section demonstrates exactly the kind of factual variation that precludes class-wide adjudication.
Comment 13 — Include specific examples of supervisory differences. The draft references general categories of supervisory approaches to meal break scheduling but does not provide specific, concrete examples drawn from the UPM interviews. The final report should include at least three to four illustrative examples that demonstrate the range of supervisory practices across show units. We recommend the following examples, which are drawn from Dr. Makhija's interview notes:
• UPM for "Kitchen Clash" (studio-based, Facility 1, West Hollywood): This UPM described scheduling a thirty-minute lunch break at the same time each production day — generally 12:00 to 12:30 p.m. — with all crew members leaving the set for lunch in the facility's dining area. The UPM reported that break compliance is "virtually 100%" and that he has "never had an instance" where a crew member was required to work through lunch. The regularity and consistency of meal break scheduling in this studio environment is facilitated by the controlled production setting and the predictable daily schedule.
• UPM for "Summit Challenge" (field-based, coordinated from Facility 4, Burbank): This UPM described scheduling meal breaks in the daily call sheet but acknowledged that breaks are "frequently" adjusted or delayed based on weather conditions, available natural light, remote location logistics (including the distance from the shooting location to the nearest catering setup), and the need to capture time-sensitive footage. The UPM estimated that "maybe 80% of shoot days" result in a compliant first meal period within the first six hours, and the remaining 20% involve delays of thirty minutes to one hour or more. For shoot days exceeding ten hours, the UPM reported that the second meal period "often gets squeezed" due to the pressure to wrap before losing daylight.
• UPM for a live events show (Facility 4, Burbank): This UPM reported that during live broadcasts, there is no scheduled thirty-minute meal break for the crew. Instead, crew members eat "on the fly" during commercial breaks (which last two to four minutes) or during pre- and post-show periods. Formal thirty-minute meal breaks that comply with the statutory requirements are provided only on rehearsal and setup days, which typically precede the live broadcast by one to two days. The UPM acknowledged that on live broadcast days, "it's just not possible to give everyone a sit-down thirty-minute break — the show is live and you can't stop it."
• Supervisor for post-production (Facility 7, El Segundo): This facility-level supervisor described an office environment where employees take regular lunch breaks, typically between 12:00 and 1:00 p.m. The supervisor reported: "I've never had an employee complain about not getting a meal break. People take their lunch, go to the break room or go out to eat, and come back. It's not like being on a set."
These specific examples are far more persuasive than abstract generalizations about "variability." They put flesh on the statistical analysis and allow the Court to see, in concrete terms, why the meal break experience of one AMA employee cannot be generalized to the class as a whole.
G. Section 7 — Named Plaintiffs' Typicality Analysis
The draft briefly notes that the three named plaintiffs — Marisol Fuentes, Derek Halloran, and Yesenia Padilla — worked in different divisions at different facilities, and that their experiences are therefore not representative of each other or of the putative class as a whole. This is the correct conclusion, but the draft does not develop the analysis in sufficient detail.
Comment 14 — Expand the analysis of each named plaintiff's experience. We recommend that Dr. Makhija provide a comparative table setting forth key characteristics of each named plaintiff's employment with AMA. The following table, which we have prepared based on the employment records and deposition testimony in the case file, illustrates the format and content we recommend:
This table powerfully illustrates that the named plaintiffs' experiences are not typical of each other, let alone of the approximately 1,850 putative class members who worked across seven facilities, fourteen show units, and multiple job classifications during the class period. Fuentes worked on field and studio hybrid productions with long and unpredictable shifts; Halloran worked in a conventional office environment with regular hours; Padilla worked in live events with scheduling dictated by external event timing. These three individuals could hardly be less representative of a unified class.
Comment 15 — Note Halloran's deposition testimony. Derek Halloran's deposition testimony, taken on March 22, 2023, contains several admissions that are significant for the certification analysis. Most notably, Halloran testified that he "usually" received compliant meal breaks during his post-production shifts — which is consistent with the supervisor's description of the Facility 7 post-production environment as one where meal breaks are routinely provided. However, Halloran also testified that during "crunch periods" — which he described as the two to three weeks immediately preceding a delivery deadline for a completed episode or season — he worked through meal periods "pretty regularly." When asked about the Missed Meal Attestation feature, Halloran testified that he was aware of it but "never used it because nobody else did and I didn't want to cause problems" and because he did not believe that submitting an attestation "would actually change anything."
This testimony is significant for two reasons. First, it undercuts the class narrative of systematic, company-wide denial of meal periods — Halloran's own testimony confirms that meal breaks were routinely provided during normal production periods and were only missed during discrete, time-limited crunch periods that varied by project and deadline. Second, and more importantly for the certification analysis, Halloran's testimony about the attestation feature illustrates the kind of individualized inquiry that would be required to adjudicate the claims of each class member. Why did Halloran not use the attestation feature? Because of perceived social pressure ("nobody else did"), because of a subjective concern about workplace consequences ("I didn't want to cause problems"), and because of a personal belief about the feature's efficacy ("I didn't believe it would change anything"). These are individualized, subjective reasons that cannot be resolved on a class-wide basis. Each class member who did not use the attestation feature may have had entirely different reasons for not doing so.
Dr. Makhija should reference Halloran's deposition testimony (to the extent it is available for citation in the expert report) as an example of how employee-by-employee variation in experiences, perceptions, and decision-making precludes a class-wide determination of the meal period claims.
H. Section 8 — Conclusions
The conclusions as drafted are accurate and directionally correct, but they should be sharpened and stated with greater specificity. We recommend that the conclusion section explicitly state the following four points, each as a numbered conclusion:
1. Working conditions, scheduling practices, and meal and rest break implementation vary significantly across AMA's fourteen show units and seven California production facilities. The statistical analysis of TimeTrack Pro data demonstrates that key variables — including shift-length distributions, overtime frequency, meal period timing, and missed meal period rates — differ across show units at levels that are statistically significant and operationally meaningful.
2. Supervisory discretion in break scheduling — exercised by fourteen different Unit Production Managers and Line Producers, each operating within a distinct show unit with its own production demands, physical environment, and operational constraints — renders a class-wide determination of whether AMA "provided" compliant meal and rest breaks infeasible. The break scheduling practices of each show unit reflect the independent judgment of the responsible supervisor, not a centralized corporate directive regarding how breaks should be timed or implemented.
3. The experiences of AMA's non-exempt employees with meal and rest breaks are "predominantly individualized" and "cannot be reliably generalized across the putative class." An employee's meal break experience depends on the specific show unit to which he or she was assigned, the supervisor responsible for scheduling, the production demands of any given day, the physical location of the work (studio versus field versus office), and in many cases the employee's own choices and preferences regarding break timing.
4. The TimeTrack Pro auto-deduction system, while applied uniformly across all seven facilities and fourteen show units, does not create a common question susceptible to class-wide resolution. The auto-deduction is a timekeeping mechanism — it reflects how AMA's system recorded meal periods, not whether each employee was actually provided a compliant break. The substantive inquiry — whether each employee received a compliant thirty-minute meal period on each qualifying shift — depends on individualized facts that vary by show unit, facility, supervisor, production schedule, and individual employee.
These four conclusions should be stated clearly and concisely, and they should be set apart typographically (e.g., as a numbered list) so that the Court can readily identify them. We expect that these conclusions will be quoted directly in AMA's opposition brief, so precision of language is important.
IV. Additional Data Analysis Recommendations
In addition to the section-by-section comments set forth above, we recommend that Dr. Makhija conduct the following supplemental analyses for inclusion in the final report, to the extent the data permits and the timeline allows. Each of these analyses would further support the individualized inquiry thesis by demonstrating additional dimensions of variability within the putative class.
Recommendation 1 — Seasonal and production-cycle variation. We recommend that Dr. Makhija analyze whether meal period compliance varies by time of year or by stage in the production cycle. The entertainment industry is characterized by well-known cyclical patterns — including pilot season (typically January through April), hiatus periods, and pre-premiere "crunch" periods when post-production teams work extended hours to meet delivery deadlines. If the data reveals that missed meal period rates increase significantly during pilot season or crunch periods, this would further support the individualized inquiry thesis: an employee who worked during a crunch period had a materially different experience from an employee who worked during hiatus, even if both were assigned to the same show unit and the same facility. This temporal variability adds yet another dimension of individualization that cannot be captured by a class-wide adjudication.
Recommendation 2 — Day-of-week analysis. We recommend that Dr. Makhija analyze whether meal break compliance differs on weekdays versus weekends. Weekend shoots may have different staffing levels, different supervisory coverage (a backup UPM or assistant director may be in charge rather than the primary UPM), and different production pressures. If the data shows that meal break compliance is lower on weekends than on weekdays — or vice versa — this would further demonstrate the individualized nature of the meal break inquiry and would undermine Plaintiffs' attempt to characterize AMA's practices as uniformly deficient.
Recommendation 3 — Employee tenure analysis. We recommend that Dr. Makhija analyze whether employees in their first ninety days of employment have different meal break experiences than longer-tenured employees. Newer employees may be less familiar with AMA's meal break policies, less likely to assert their right to a break, or less aware of the attestation feature. Alternatively, newer employees may receive more supervisory attention and be more likely to receive compliant breaks. Either way, if the data reveals a statistically significant difference in meal break outcomes based on employee tenure, this would further support the argument that the meal break inquiry is individualized and cannot be resolved on a class-wide basis.
Recommendation 4 — Correlation between shift length and attestation usage. At the four facilities where the Missed Meal Attestation feature was activated in the TimeTrack Pro system, Dr. Makhija should analyze whether attestation usage correlates with shift length. The hypothesis is that employees on longer shifts — who are more likely to miss meal periods due to production pressures — would be more likely to submit missed-meal attestations. If this correlation is confirmed by the data, it supports the argument that shift length (which varies significantly by show unit, as demonstrated in Section 4 of the report) is a key variable in determining meal break outcomes. This in turn reinforces the individualized inquiry thesis, because shift length depends on the specific show unit, production schedule, and day-to-day operational circumstances — all of which are individualized facts.
We recognize that these additional analyses will require additional time from Dr. Makhija and his team. We believe all four analyses can be completed within the available timeline if Dr. Makhija begins work promptly after receiving our comments. However, if time constraints require prioritization, we would rank these recommendations in the order presented above, with the seasonal/production-cycle analysis as the highest priority and the attestation/shift-length correlation as the lowest priority (though still desirable if feasible).
V. Anticipated Plaintiffs' Critiques and Preemptive Responses
Based on our review of Plaintiffs' class certification motion papers, Dr. Rennick's report, and the general strategies employed by Plaintiffs' counsel at Bravo Gutierrez LLP in similar cases, we anticipate the following critiques of Dr. Makhija's report. We recommend that Dr. Makhija preemptively address each of these critiques in the final report, either in the body of the report or in a dedicated section addressing potential counterarguments. The following table summarizes our analysis:
We recommend that Dr. Makhija incorporate these preemptive responses organically throughout the report, addressing each critique in the section where it is most relevant, rather than adding a stand-alone "responses to critiques" section that might appear defensive or argumentative.
VI. Formatting and Presentation Recommendations
In addition to the substantive comments above, we offer the following formatting and presentation recommendations for the final report:
Executive Summary. We recommend that Dr. Makhija add an executive summary of one to two pages at the beginning of the report, immediately following the introduction and qualifications section. The executive summary should concisely state Dr. Makhija's four principal conclusions (as set forth in Comment 14 above) and provide a brief overview of the data and methodology supporting each conclusion. The executive summary serves the Court's convenience — Judge Escobedo will likely read the executive summary first and refer to the detailed analysis sections as needed. A well-crafted executive summary can frame the Court's reading of the entire report.
Visual presentations. As noted in Comment 6, we recommend converting key data tables into charts, graphs, or other visual presentations wherever possible. Histograms, box-and-whisker plots, and side-by-side bar charts are generally more effective than data tables in certification briefing, where the goal is to convey the overall pattern of the data rather than the precise numerical values. Visual presentations allow the Court to grasp the key takeaway — e.g., that shift-length distributions vary dramatically across show units — at a glance, without having to read and interpret rows and columns of numbers.
Statistical glossary. We recommend that Dr. Makhija include a brief glossary of statistical terms, either as a footnote section or as an appendix, defining key terms such as "analysis of variance (ANOVA)," "chi-square test," "p-value," "statistical significance," "confidence interval," "standard deviation," and "null hypothesis." The Court may not be familiar with these terms, and a glossary ensures that the report is accessible to a generalist reader. This is a small effort that can significantly enhance the report's persuasiveness.
Consistency check. We recommend a thorough proofreading pass to ensure consistency in facility numbering (Facility 1 through Facility 7), show unit names (e.g., "Kitchen Clash" vs. "Kitchen Clash!"), employee counts, and date references throughout the report. Any inconsistency, however minor, can be exploited by Plaintiffs' counsel to question the overall reliability of the report.
Fact/opinion distinction. Finally, we recommend that the report clearly distinguish between Dr. Makhija's factual findings (e.g., "the data shows that 62.7% of shifts on field-based show units exceeded ten hours") and his expert opinions (e.g., "in my opinion, the variability in shift-length distributions across show units renders a class-wide determination of meal period compliance infeasible"). This distinction is important for Sargon purposes — the Court's gatekeeping function applies to expert opinions, not to factual presentations. By clearly labeling which statements are factual findings derived from data analysis and which are expert opinions based on those findings, Dr. Makhija reduces the risk of a successful Sargon challenge to the entire report.
VII. Next Steps
Based on the comments and recommendations set forth in this memorandum, we propose the following schedule for completing and finalizing Dr. Makhija's report:
• May 14, 2023: Devon to schedule and conduct a call with Dr. Makhija to discuss the comments in this memorandum in detail. During this call, we should prioritize the most critical revisions (particularly Comments 8 and 11, addressing the auto-deduction and the supervisory variability analysis) and confirm that Dr. Makhija can complete the additional data analyses recommended in Section IV within the available timeline.
• May 16, 2023: Dr. Makhija to incorporate our comments and deliver a revised draft of the report for our review. This revised draft should reflect all substantive changes, additional analyses, and formatting improvements discussed during the May 14 call.
• May 17–18, 2023: Our team to review the revised draft, provide any final comments, and confirm that the report is ready for finalization.
• May 19, 2023: Final report due. Dr. Makhija to deliver the final version of the expert report.
• June 14, 2023: Expert declaration for AMA's opposition to Plaintiffs' motion for class certification due. The declaration will attach the final report as an exhibit and will include the standard expert declaration language required under California Code of Civil Procedure section 2015.5.
• Week of July 28, 2023: Dr. Makhija should hold this week for potential hearing testimony at the class certification hearing before the Honorable Raymond Escobedo in Department 34 of the Los Angeles Superior Court. We do not yet have a confirmed hearing date, but we anticipate that the Court will schedule the hearing for late July or early August 2023 based on the current briefing schedule. We will confirm the date as soon as it is set.
We are available to discuss any questions about these comments at your convenience. Please let us know if you would like us to participate in the call with Dr. Makhija on May 14.
cc: Engagement File — Matter No. 1017-00004
Facility | Location | Attestation Feature | Usage Rate (% of Eligible Shifts)
Facility 1 | West Hollywood HQ | Activated | 2.3%
Facility 2 | Studio City | Not Activated | N/A
Facility 3 | Sherman Oaks | Activated | 4.1%
Facility 4 | Burbank | Not Activated | N/A
Facility 5 | Hollywood | Activated | 1.8%
Facility 6 | Santa Monica | Activated | 3.7%
Facility 7 | El Segundo | Not Activated | N/A
Factor | Marisol Fuentes | Derek Halloran | Yesenia Padilla
Facility | Studio City (Facility 2) | Hollywood (Facility 5) | Burbank (Facility 4)
Division | Unscripted Programming | Digital Content / Post-Production | Live Events
Show Type | Field/studio hybrid | Post-production (office) | Live events
Typical Shift Length | 10–14 hours (shoot days); 8 hours (office days) | 8–10 hours | Variable (8–16 hours depending on event)
Attestation Feature | Not activated at Facility 2 | Activated at Facility 5 | Not activated at Facility 4
Employment Period | March 14, 2019 – August 5, 2022 | June 1, 2020 – November 30, 2022 | January 10, 2018 – May 17, 2022
Hourly Rate at Separation | $28.50/hr | $24.75/hr | $31.00/hr
Anticipated Critique | Preemptive Response
"Dr. Makhija surveyed supervisors, not employees — his analysis is infected by selection bias because supervisors have an incentive to portray their own practices favorably." | Dr. Makhija should supplement the supervisor interview data with objective TimeTrack Pro data, call sheet comparisons, and attestation records, as discussed in Comments 2 and 11 above. To the extent the objective data corroborates the supervisor interviews, the selection-bias critique is neutralized. Dr. Makhija should also note that supervisors have direct operational knowledge of scheduling practices that employees may lack — a UPM who schedules meal breaks for an entire crew has a broader perspective on break compliance than any individual crew member.
"Variability in working conditions doesn't defeat certification where the employer maintains a uniform policy — AMA's auto-deduction and written meal break policy create a common question that predominates." | Dr. Makhija should distinguish between policy and implementation under Brinker. The existence of a uniform written policy does not answer the operative legal question of whether each employee was actually "provided" a compliant meal break. The substantive question is operational, not policy-based, and the operational question depends on individualized facts — show unit, supervisor, production schedule, location, and employee choice — that cannot be resolved on a class-wide basis.
"The low attestation usage rates (2–4%) prove that employees were deterred from using the feature, not that they took compliant breaks — this is a common question of whether AMA's attestation system was a sham." | Dr. Makhija should note the genuine ambiguity in the low attestation rates and argue that this ambiguity is precisely the type of inferential dispute that requires individualized inquiry. The low rates could reflect high break compliance (employees took breaks and had nothing to attest to), low employee awareness of the feature, social or supervisory pressure not to attest, or a combination of factors that varies from employee to employee. Resolving this ambiguity requires hearing from individual employees — exactly the kind of inquiry that makes class treatment inappropriate.
"Dr. Makhija's analysis ignores the auto-deduction as the central common issue — AMA uniformly deducted thirty minutes regardless of whether employees took breaks." | Dr. Makhija should address the auto-deduction squarely, as discussed in Comment 8 above. The auto-deduction is a timekeeping mechanism, not a substantive policy of denying breaks. It tells us how meal periods were recorded, not whether they were provided. The substantive inquiry — whether each employee actually received a compliant break — depends on individualized facts.
"The report fails to account for the three facilities (Facilities 2, 4, and 7) where AMA did not even activate the attestation feature — those employees had no mechanism to report missed meals." | Dr. Makhija should present the attestation data transparently, including the fact that the feature was not activated at three facilities. He should note that even at the three facilities without the electronic attestation feature, AMA's written policy directed employees to report missed meals to their supervisors verbally or in writing. Whether that alternative reporting mechanism was adequate — and whether individual employees were aware of it, used it, or were deterred from using it — requires individualized testimony that cannot be resolved on a class-wide basis. The absence of the electronic feature at some facilities is itself evidence of operational variability across AMA's organization.

CALDERWOOD & HARKNESS LLP

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