TOGUT, SEGAL & SEGAL LLP

One Penn Plaza, Suite 3335

New York, NY 10119

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TOGUT, SEGAL & SEGAL LLP 

Albert Togut (pro hac vice pending)

(altogut@teamtogut.com) 

Kyle J. Ortiz (admitted pro hac vice)

(kortiz@teamtogut.com) 

Amy M. Oden (admitted pro hac vice)

(adoen@teamtogut.com)

Amanda C. Glaubach (admitted pro hac vice)

(aglaubach@teamtogut.com) 

One Penn Plaza, Suite 3335

New York, New York 10119 

Tel: (212) 594-5000

Fax: (212) 967-4258 

- and -

SCHNADER HARRISON SEGAL & LEWIS LLP

George H. Kalikman

650 California Street, 19th Floor

San Francisco, CA 94108-2736

Direct (415) 364-6734

(gkalikman@schnader.com)

Attorneys for Compass Lexecon, LLC

UNITED STATES BANKRUPTCY COURT

NORTHERN DISTRICT OF CALIFORNIA 

SAN FRANCISCO DIVISION

In re: 

PG&E CORPORATION,

 - and -

PACIFIC GAS AND ELECTRIC 

COMPANY,

Bankruptcy Case No. 19-30088 (DM)

Chapter 11

(Lead Case) 

(Jointly Administered)

SECOND SUPPLEMENTAL 

DECLARATION OF ADEL TURKI IN 

SUPPORT OF DEBTORS’ APPLICATION 

PURSUANT TO 11 U.S.C. § 327(a) AND 

FED. R. BANKR. P. 2014(a) AND 2016 FOR 

AUTHORITY TO RETAIN AND EMPLOY 

COMPASS LEXECON, LLC AS 

ECONOMIC CONSULTANTS TO THE 

DEBTORS NUNC PRO TUNC TO 

PETITION DATE 

Re: Docket Nos. 1756 and 1842

Date: May 22, 2019

Time: 9:30 a.m. (Pacific Time)

Place: United States Bankruptcy Court

Courtroom 17, 16th Floor

San Francisco, CA 94102

Debtors.

 ̈ Affects PG&E Corporation 

 ̈ Affects Pacific Gas and Electric Company 

þ Affects both Debtors

* All papers shall be filed in the Lead Case, 

No. 19-30088 (DM). 

Case: 19-30088 Doc# 2076 Filed: 05/17/19 Entered: 05/17/19 15:53:49 Page 1 of

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I, Dr. Adel Turki, being duly sworn, state the following under penalty of perjury:

1. I am a Senior Managing Director of Compass Lexecon, LLC (“Compass”) a leading 

economic consulting firm. Compass is currently the economic consultant to Cravath, Swaine & 

Moore LLP (“Cravath”), lead coordinating counsel for all wildfire-related issues involving the 

above-captioned debtors and debtors in possession (the “Debtors”). I am authorized to make this 

declaration on behalf of Compass. Unless otherwise stated, I have personal knowledge of the facts 

set forth herein.

2. This declaration (the “Second Supplemental Declaration”) is being submitted to 

supplement my: (i) initial declaration (the “Initial Declaration”) filed in support of the Debtors’ 

Application Pursuant to 11 U.S.C. § 327(a) and Fed. R. Bankr. P. 2014(a) and 2016 for Authority to 

Retain and Employ Compass Lexecon, LLC as Economic Consultants to the Debtors Nunc Pro Tunc 

to Petition Date [Docket No. 1756] (the “Application”); and (ii) supplemental declaration 

(the “Supplemental Declaration”) filed in support of the Supplement to Debtors’ Application 

Pursuant to 11 U.S.C. § 327(a) and Fed. R. Bankr. P. 2014(a) and 2016 for Authority to Retain and 

Employ Compass Lexecon, LLC as Economic Consultants to the Debtors Nunc Pro Tunc to Petition 

Date [Docket No. 1842] (the “Supplemental Application”).

3. Compass is a leading economic consulting firm with twenty-one (21) offices and more 

than 425 employees globally. Compass has considerable experience providing a wide variety of 

consulting services, including economic and financial analysis, to businesses in various contexts. In 

particular, Compass has significant and longstanding expertise evaluating and assessing potential

damages and losses incurred in the context of mass tort litigation, including, for example, in matters 

pertaining to the BP Deepwater Horizon oil spill and the General Motors ignition switch recalls. 

4. Compass has been employed in numerous chapter 11 cases, including: In re 

Aeropostale, Inc., et al., Case No. 16-11275 (SHL) (Bankr. S.D.N.Y.); In re AMR Corp., Case No. 

11-15463 (SHL) (Bankr. S.D.N.Y.); In re GenOn Energy, Inc., et al., Case No. 17-33695 (DRJ) 

(Bankr. S.D. Tex.); In re Lehman Bros. Holdings Inc., et al., 08-01355 (SCC) (Bankr. S.D.N.Y.); 

In re Lightsquared Inc., et al., Case No. 12-12080 (SCC) (Bankr. S.D.N.Y.); In re Motors 

Liquidation Co., et al., Case No. 09-50026 (MG) (Bankr. S.D.N.Y.); In re MPM Silicones, LLC, et 

Case: 19-30088 Doc# 2076 Filed: 05/17/19 Entered: 05/17/19 15:53:49 Page 2 of

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al., Case No. 14-22503 (RDD) (Bankr. S.D.N.Y.); In re Nine West Holdings, Inc., et al., Case No. 

18-10947 (SCC) (Bankr. S.D.N.Y.); In re Paragon Offshore PLC, et al., Case No. 16-10386 (CSS) 

(Bankr. D. Del.); In re Physiotherapy Holdings, Inc., et al., Case No. 13-12965 (KG) (Bankr. D. 

Del.); In re Tribune Co., et al., Case No. 08-13141 (KJC) (Bankr. D. Del); and In re Tronox Inc.,

et al., Case No. 09-10156 (ALG) (Bankr. S.D.N.Y). 

5. Compass specializes in the valuation of mass tort damage claims, while FTI 

Consulting, Inc. (“FTI”) provides more general financial advisory services. To my knowledge and 

as a general matter, FTI does not typically provide the type of specialized tort claims analysis that 

Compass has provided, and continues to provide, to the Debtors and Cravath. For that reason, FTI 

frequently brings Compass into bankruptcy cases when expert analysis and testimony on valuation 

issues are necessary. Some examples of that happening include: In re Tribune Co., et al., Case No. 

08-13141 (KJC) (Bankr. D. Del.); In re Paragon Offshore PLC, et al., Case No. 16-10386 (CSS) 

(Bankr. D. Del.); In re GenOn Energy, Inc., et al., Case No. 17-33695 (DRJ) (Bankr. D. Del.); In re 

Physiotherapy Holdings, Inc., et al., Case No. 13-12965 (KG) (Bankr. D. Del.); In re Nine West 

Holdings, Inc., et al., Case No. 18-10947 (SCC) (Bankr. S.D.NY.).

6. Compass is almost always engaged through counsel in chapter 11 cases and not 

pursuant to a court order. Cases where Compass was retained by counsel (as here) include: In re 

Lightsquared Inc., et al., Case No. 12-12080 (SCC) (Bankr. S.D.N.Y.); In re Lehman Brohters 

Holdings, Inc., et al., Case No. 08-1355 (SCC) (Bankr. S.D.N.Y.); Fjord, et al., v. AMR 

Corporation, et al., (In re AMR Corporation), Case No. 11-15463 (SHL), Adv. Pro. 13-01392 

(SHL) (Bankr. S.D.N.Y.); In re MPM Silicones, LLC, et al., Case No. 14-22503 (RDD) (Bankr. 

S.D.N.Y.); In re Paragon Offshore PLC, et al., Case No. 16-10386 (CSS) (Bankr. D. Del.); In re 

Tribune Co., et al., Case No. 08-13141 (KJC) (Bankr. D. Del.); In re Aeropostale, Inc. et al., Case 

No. 16-11275 (SHL) (Bankr. S.D.N.Y.); In re Tronox Inc., et al., Case No. 09-10156 (ALG) 

(Bankr. S.D.N.Y.); In re GenOn Energy, Inc., et al., Case No. 17-33695 (DRJ) (Bankr. S.D. Tex.); 

In re Motors Liquidation Co., et al., Case No. 09-50026 (MG) (Bankr. S.D.N.Y.); Motors 

Liquidation Company Avoidance Action Trust, et al., v. JPMorgan Chase Bank, N.A., et al., Case 

No. 09-00504 (MG) (Bankr. S.D.N.Y.); In re Nine West Holdings, Inc., et al., Case No. 18-10947 

Case: 19-30088 Doc# 2076 Filed: 05/17/19 Entered: 05/17/19 15:53:49 Page 3 of

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(SCC) (Bankr. S.D.NY.); PAH Litigation Trust v. Water Street Healthcare Partners, L.P., et al., (In 

re Physiotherapy Holdings, Inc., et al.), Case No. 13-12965 (KG), Adv. Pro. 15-51238 (KG) (Bankr. 

D. Del.). 

7. Compass performed a number of services for Cravath prior to the January 29, 2019 

petition date (the “Petition Date”), and as a result, has developed extensive and valuable institutional 

knowledge regarding the subject matter of its engagement. Compass began performing services for 

Cravath in February 2018 in connection with the 2017 North Bay fires (the “North Bay Fires”).

8. Beginning in February 2018, Compass began its evaluation and analysis of potential 

damages and losses arising from the North Bay Fires, including detailed and in-depth analyses of 

multiple categories of potential losses (such as residential property damage and business 

interruption), across different fires. In order to perform this analysis, Compass conducted individual 

evaluations and assessments of the potential damages, and mined through significant amounts of 

data. Compass also evaluated potential government and public entity claims for losses arising from 

the North Bay Fires.

9. Beginning in November 2018, Compass commenced performing similar services for 

Cravath in connection with the 2018 Camp fire (the “Camp Fire”). Similar to its work on the North 

Bay Fires, Compass evaluated and analyzed potential damages and losses arising from the Camp 

Fire. In both cases, that work is being used by Cravath to advise its client regarding the Debtors’ 

potential damages exposure.

10. Compass has dedicated significant time, more than a year, to collecting and assessing 

the reliability of potentially relevant data, as part of its work analyzing the potential losses and 

potential damages associated with both the North Bay Fires and the Camp Fire.

11. Since the Petition Date, Compass has continued to provide support to Cravath. 

Cravath has informed Compass that it expects Compass to provide significant additional services as 

the Chapter 11 Cases progress – as described in the Compass Retention Documents – including, 

possibly, the provision of expert witness services. Compass is uniquely situated to continue that 

work because of the significant work it has undertaken to date. 

Case: 19-30088 Doc# 2076 Filed: 05/17/19 Entered: 05/17/19 15:53:49 Page 4 of

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12. Additionally, as demonstrated by Exhibit 1 annexed hereto, Compass and FTI are 

routinely engaged in separate and independent (and sometimes potentially adverse) roles in the same 

cases. Compass’s standard letter of engagement, and the letter of engagement between Compass and 

Cravath executed on March 22, 2018 (the “Engagement Letter”), confirms that: “Compass Lexecon 

is a separate business unit within FTI Consulting, Inc., is operated as such, and does not recognize 

conflicts with the other business segments of FTI.” See Engagement Letter at 3 [Docket No. 

1757-1]. The Engagement Letter further provides that “Compass Lexecon will not share any 

non-public client information with the other divisions within FTI during this engagement or 

thereafter.” Id.

13. Moreover, there is no overlap in governance between Compass and FTI. No FTI 

executives serve in any governance roles with Compass, and no senior professionals of Compass 

serve in any roles with FTI. Finally, none of the revenue from Compass’s engagement by Cravath 

will be upstreamed to FTI. 

Pursuant to 28 U.S.C. § 1746, I declare under penalty of perjury that the foregoing is true and 

correct to the best of my knowledge and belief. 

Dated: May 17, 2019

/s/ Adel Turki

Adel Turki

Senior Managing Director

Compass Lexecon, LLC 

Case: 19-30088 Doc# 2076 Filed: 05/17/19 Entered: 05/17/19 15:53:49 Page 5 of

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