BTR Dunlop Holdings, Inc. - Page 17




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          valuing Schlegel GmbH.  Herbert T. Spiro testified as a rebuttal            
          expert witness on behalf of petitioner.                                     
               Despite generally using the same methods of valuing the                
          subject companies, the experts reached fair market value                    
          estimates that are extremely far apart.  The following chart                
          lists the values at which the experts arrived:                              
                         Shapiro        Button        Gooch        Lahmann            
          Schlegel UK     $49.8 million     $20 million    $21.7 million         --   
          Schlegel GmbH*    8.4 million         -–--        $2.6 million              
          *exclusive of the silent partnership interest.                              
          Schlegel UK                                                                 
                                       Shapiro                                        
               Shapiro began his analysis by calculating the fair market              
          value of Schlegel UK using the discounted cash-flow (DCF) method.           
          The DCF method measures fair market value by calculating the                
          present value of the stream of future cash-flows of a company.              
          There are three components to the DCF method:  (1) The cash-flow            
          projections for a forecasted period; (2) the terminal value; and            
          (3) the appropriate discount rate.  Terminal value is calculated            
          by adjusting cash-flows in the final period to represent the                
          future cash-generating capability of the company.  This                     
          “normalized” cash-flow figure is then capitalized as a perpetuity           
          by the previously determined discount rate, adjusted for some               
          level of growth that can be expected to continue into perpetuity.           
          The resulting terminal value is then discounted back to present             






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