Manager Management

Boris J. Steffen, CPA, ASA, CDBV

***** ******** *****

Leesburg, VA 20176

571-***-**** (home) 202-***-**** (cell)

SUMMARY Boris Steffen is a results focused executive with extensive

multi-industry experience in finance, operations, strategy

and litigation. An expert in accounting, corporate finance

and valuation, Mr. Steffen has provided financial and

strategic advisory services to private and public sector

clients in financing, investment and restructuring

transactions and claims in matters involving antitrust and

competition policy, bankruptcy and restructuring, contracts,

intellectual property, international trade and arbitration,

mergers and acquisitions, securities, taxes and valuation.

As an acquirer or advisor in mergers, acquisitions,

divestitures, joint ventures and leveraged buyouts valued in

excess of $100 billion, Mr. Steffen has consulted in the

aerospace, automotive, beef packing, business services,

cable, media, chemical, computer, consumer product, defense,

document management, electronic imaging, energy, financial

services and banking, food and beverage, healthcare,

independent power, information technology, micro-processor,

pharmaceuticals, printing, pumps and controls, retail,

semiconductor, steel, tobacco and electric utility

industries. In regulatory reviews of the proposed merger of

Exelon Corp. and Public Service Enterprise Group, the largest

proposed utility merger to date, Mr. Steffen was engaged to

assess the transaction's synergies. Most recently, he

consulted on damages in antitrust litigation between AMD and

Intel, and in shareholder rights litigation brought pursuant

to Xerox's $6.4B acquisition of ACS.

Prior to joining Navigant Economics, Mr. Steffen held

positions in finance, public policy, corporate development

and consulting with Inland Steel Industries, Inc., the

Federal Trade Commission, Bureau of Competition, U.S.

Generating, Inc. and LECG.

Mr. Steffen holds a Master of Management degree with

specializations in accounting and finance from the Kellogg

School of Management of Northwestern University, a Bachelor

of Science degree in Finance from DePaul University and a

Bachelor of Music degree in Applied Music from DePaul

University. He is a Certified Public Accountant, Accredited

Senior Appraiser, Certified Distressed Business Valuation

analyst, and member of the AICPA, ABI, AIRA, INSOL

International and ASA.

EXPERIENCE

2010 - Present Navigant Economics, LLC

Washington, DC

Principal & Director

. Advised with respect to applicable valuation standards,

approaches, methods, value drivers and accounting issues in

defense of a multi-billion dollar minority shareholder

rights claim.

. Assessed future lost revenues, avoidable costs, prejudgment

interest, discounting conventions, treatment of taxes and

mitigation efforts in a breach of contract suit related to

profits lost in the development and leasing of a

telecommunication tower.

2000 - 2009 Bates White, LLC

Washington, DC

Partner, Corporate Finance - September 2004 to present;

Principal, December 2003 to August 2004; Senior Manager,

September 2002 to November 2003; Manager, January 2000 to

August 2002

Joining Bates White as a start-up, founded and established

the Corporate Finance practice as a leading provider

of financial advisory services to Fortune 500

corporations, government agencies and law firms

. Advised the U.S. Department of Justice in evaluating the

synergies and turnaround proposed in a cross-border,

billion dollar acquisition by the largest producer in the

global meat packing industry

. Testified as to the reliability, reasonableness and

specificity of synergies estimated in the merger of Exelon

Corp and PSEG, the largest ever proposed utility merger

. In a multi-billion dollar claim for breach of fiduciary

duty against a top-tier global bank, provided expert

testimony valuing an international conglomerate, assessed

whether the firm could be sold in the IPO and Merger

markets, and valued the proceeds under suitable

reinvestment programs

. In a multi-billion dollar price-fixing damages claim in the

semiconductor industry, testified as to accounting methods,

financial reporting conventions, pricing, production,

operating and capital costs, and operating and investing

strategies

. Testified as to the enterprise value and solvency of an

international retailer in a fraudulent transfer claim,

including the balance sheet, cash flow and adequate capital

tests

. Prepared a fairness opinion for the Board of a Fortune 500

food company in an acquisition of the publicly traded

shares of a subsidiary

. Provided financial and strategic advise regarding

o firm profitability, efficiency, liquidity and solvency

in the reversal of a multi-billion dollar judgment in a

government defense contract claim

o enterprise and option value, debt capacity, control

premiums, discounts for lack of marketability, and

merger synergies in the reversal of a billion dollar

plus judgment for a claim of fraudulent

misrepresentation against a bulge-bracket investment

bank

o managerial accounting methods, capital and production

costs, actual and but-for prices, and enterprise value,

in realizing a billion dollar plus settlement in a price-

fixing claim in the chemicals sector

o the restatement of apower/energy industry debtor's

revenues, debt and cash flows in a billion dollar plus

lender liability claim settlement

1998 - 1999 LECG, Inc.

Washington, DC

Senior Consultant ( Antitrust, Finance & Damages

Advised clients across a variety of industries in resolving

antitrust and competition policy, intellectual property, and

valuation claims. Prepared merger synergy and failing firm

studies contributing to the approval by the Federal Trade

Commission of mergers valued at $11 billion. Also developed

price caps to mitigate market power in the privatization of a

multi-billion dollar government-owned electric utility firm,

and cost studies to refute dumping claims regarding imports

of steel and crude oil.

1998 U.S. Generating Company

Bethesda, MD

Manager of Acquisitions - Corporate Development

Managed multi-disciplinary teams in the assessment of

acquisitions and preparation of bids. Developed acquisition

strategies, prepared competitive analyses, and assessed the

strategic fit and value of asset acquisitions and purchased

power contracts, including the economics underlying purchase

price allocations and taxable v. tax-free transactions, and

strategic implications of industry deregulation and

restructuring initiatives.

1991 - 1998 Federal Trade Commission

Washington, DC

Senior Staff Accountant and Financial Analyst - Bureau of Competition

Provided financial advice to the Commission in investigations

and litigation of mergers and acquisitions. In FTC v

Staples, Inc. and Office Depot, Inc, which remains the state-

of-the art in antitrust enforcement, testified as to industry

structure, merger synergies, product pricing and

profitability. Provided valuations used to determine HSR Act

violations and penalties of more than $7 million, and helped

negotiate the voting interest provisions of the Consent to

the merger of Time Warner & Turner Broadcasting.

1988 - 1991 Inland Steel Industries, Inc.

Chicago, IL

Accountant, Operations Accounting (1990 - 1991); Auditor,

Internal Auditing, (1988 - 1990)

Managed the development and administration of the business

plan for a $1.5 billion asset product group, including a

restructuring to reduce annual operating costs by $200MM.

Completed financial statement audits and operational studies

of divisions, plants, departments and functions throughout

the manufacturing and distribution segments. Developed

policies to reduce the cost of quality, increase efficiency

and achieve savings of $80MM.

EDUCATION

1986-1988 J. L. KELLOGG GRADUATE SCHOOL OF MANAGEMENT

Evanston, IL

NORTHWESTERN UNIVERSITY

Master of Management, specializations in Accounting and Finance

1984 -1985 DePAUL UNIVERSITY

Chicago, IL

1974 - 1978 Bachelor of Science, Finance, with honor, 1985

Bachelor of Music, Trumpet Performance, 1978

DISTINCTIONS FTC Superior Service Award for "Outstanding Work in the

Time Warner/Turner Broadcasting and Jones

Intercable/Intermedia Partners matters;" FTC Meritorious

Service Award for "Outstanding Performance in furthering the

Commission's Antitrust Enforcement Program in R.R. Donnelley,

Docket No. 9143;" FTC Outstanding Team Effort Award for

"Outstanding Contributions to the Staples/Office Depot Team,"

Beta Gamma Sigma

ASSOCIATIONS AICPA, Valuation/Forensic and Litigation Services section;

ABA, Antitrust, Business, Environment, Energy and Resources,

Intellectual Property, Litigation, and Public Utility,

Communications & Transportation Law sections; ABI; AIRA;

INSOL, ASA, American Finance Association

PUBLICATIONS "The Federal Bailout of the Big Three can, will and must

be successful," American Bankruptcy Institute "Bankruptcy

Town Hall" web site, January 20, 2009

"Accounting for Fair Value in the Subprime Market Meltdown,"

Financier Worldwide, November 2008 and INSOL electronic

newsletter, December, 2008

"The Role of Valuation in Corporate Restructuring," Financier

Worldwide, June 2008

"Valuation and Solvency Analysis in Failing Firm Claims,"

2008 International Mergers & Acquisitions e-book, Financier

Worldwide, May 2008

"Regulations and Synergies in Utility Mergers," Financier

Worldwide, October 2007

CONFERENCES Valuation of Complex Financial Assets in Illiquid Markets,

University of San Diego School of Law Business Valuation and

Tax Conference, October 9, 2009

"FAS 157: Changes to Market Value Accounting as a result of

the 'Credit Crunch'" Association of Insolvency and

Restructuring Advisors panel, January 6, 2009

Lessons Learned from M&A in 2006, 4th Annual Platt's Utility

M&A Conference, June 26, 2007

Information Exchange, Merger Synergies, and the Failing Firm Defense;

IncreMental Advantage's Mergers & Acquisitions Due Diligence

Conference, October 16, 2006

M&A Transaction Drivers & Trends; 3rd Annual Platt's Utility

M&A Conference, June 26, 2006

M&A Advisory Acquirer Target Transaction EV

Shell Oil Company Texaco, Inc. Joint venture of $17,000,000,

Midwestern and western 000

refining and marketing

operations

Exelon Corporation Public Service Merger $12,685,000,

Enterprise 000

Group

Time Warner, Inc. Turner Merger $11,900,000,

Broadcasting 000

System, Inc.

Verizon MCI, Inc, Acquisition $8,500,000,0

Communications, 00

Inc.

Ultramar Diamond Phillips Joint Venture of $8,000,000,0

Shamrock Petroleum refining, marketing, 00

Corporation Company and transportation

operations

Marathon Oil Co. Ashland Joint venture of $7,000,000,0

Petroleum Co. refining, marketing, 00

and transportation

operations

Xerox Corporation Affiliated Acquisition $6,400,000,0

Computer 00

Services, Inc.

First Data First Merger $6,600,000,0

Corporation Financial 00

Management

Reed Elsevier ChoicePoint, Acquisition $4,100,000,0

Inc. 00

Staples, Inc. Office Depot, Merger $3,967,000,0

Inc. 00

Cardinal Health, Bergen Merger $2,800,000,0

Inc. Brunswig 00

Corporation

Koninklijke Ahold Giant Food Acquisition $2,600,000,0

NV Inc. 00

Tele-Communication Time Warner, Acquisition of minority $2,400,000,0

s, Inc. Inc. interest via TWX/TBS 00

exchange offer

McKesson Corp. AmeriSource Merger $2,250,000,0

Health Corp. 00

Pennzoil Company Chevron Acquisition $2,100,000,0

Corporation 00

Comcast QVC, Inc. Joint Acquisition $1,316,900,0

Corporation 00

Tele-Communication

s, Inc.

First Financial New Valley Acquisition of Western $1,159,000,0

Management Corporation Union Financial 00

Corporation Services, Inc.

R.R. Donnelley & Meredith Acquisition of $536,500,000

Sons Corporation Meredith/Burda printing

plants

Allied Signal, Textron, Inc. Acquisition by Allied $375,000,000

Inc. Signal Engines of

Lycomming Turbine

Engine Division

Armstrong World Sommer Alibert North American floor $353,000,000

Industries, Inc. S.A. covering business

Borg-Warner Eaton Acquisition of Eaton $310,000,000

Automotive Inc. Corporation Corp Fluid Power

Division

CompUSA Tandy Divestiture of $275,000,000

Corporation subsidiary Computer

City

Ozite Corporation Occidental Divestiture of $104,000,000

Borden Chemicals & Petroleum Burlington, NJ and

Plastics LP Addis, LA PVC plants

Jones Intercable, Intermedia Acquisition of CATV $96,000,000

Inc. Partners, III assets

L.P.

Litton Industries, Imo Acquisition by Litton $70,700,000

Inc. Industries, Systems of

Inc. Electro-Optical Systems

Israel Chemicals Olin Divestiture of $55,000,000

LTD Corporation isocyanurate

manufacturing and pool

sanitizer tableting and

packaging plants

Sara Lee Reckitt & Kiwi Brands, Inc. $25,800,000

Corporation Colman PLC acquisition of

Meltonian, Griffin &

Magix shoe care brands

Ferro Corporation Chi-Vit Acquisition $20,000,000

Corporation

Sara Lee Papercraft Acquisition by Kiwi $14,500,000

Corporation Corporation Brands, Inc. of the

Esquire shoe care brand

Foodmaker, Inc. Consul, Inc. Leveraged acquisition $12,700,000

by Chi Chi's of Consul,

Inc. restaurants

Aqua Clear Olin Divestiture of the Sun $3,000,000

Industries Corporation Brand swimming pool

chemical business

All American PepsiCo, Inc. Divestiture of Twin $1,750,000

Bottling Company Ports Seven-Up

Federal News News Acquisition of Current n/a

Service Group, Transcripts, News transcript

Inc. Inc. business

C II Acquisition, Brown Bridge Leveraged acquisition n/a

Inc. Corporation

Butterick Company McCall Pattern Leveraged acquisition n/a

Corporation

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