Christopher A. Turtzo; NV Bar No. 10253
MORRIS, SULLIVAN & LEMKUL, LLP
3960 Howard Hughes Parkway, Suite 400
Las Vegas, NV 89169 Tel: (702) 405-8100
Fax: (702) 405-8101

[Additional attorneys listed on signature page.]

Attorneys for Plaintiffs

Patrick Coughlin (pro hac vice forthcoming) Carmen Medici (pro hac vice forthcoming) Fatima Brizuela (pro hac vice forthcoming) Daniel J. Brockwell (pro hac vice forth coming)

SCOTT+SCOTT ATTORNEYS AT LAW LLP

600 W. Broadway, Suite 3300 San Diego, CA 92101

Tel: (619) 233-4565

Fax: (619) 233-0508

pcoughlin@scott-scott.com cmedici@scott-scott.com

11 UNITED STATES DISTRICT COURT DISTRICT OF NEVADA

DANIEL ROSENBAUM; RENELDO RODRIGUEZ; and THOMAS CARON,
Individually and on Behalf of All Others Similarly Situated,

Plaintiffs,

v .
PERMIAN RESOURCES CORP. f/k/a CENTENNIAL RESOURCE
DEVELOPMENT, INC.; CHESAPEAKE
ENERGY CORPORATION; CONTINENTAL RESOURCES INC.;
DIAMONDBACK ENERGY, INC.; EOG RESOURCES, INC.; HESS CORPORATION;
OCCIDENTAL PETROLEUM CORPORATION; and PIONEER NATURAL
RESOURCES COMPANY,

25 Defendants.

Case No.

CLASS ACTION COMPLAINT JURY TRIAL DEMANDED

Plaintiffs Daniel Rosenbaum, Reneldo Rodriguez, and Thomas Caron, individually and on
behalf of all others similarly situated (the “Class” as defined below), upon personal knowledge as
to the facts pertaining to themselves and upon information and belief as to all other matters, and
based on the investigation of counsel, brings this class action complaint to recover treble damages,
injunctive relief, and/or other relief as appropriate, based on violations of the Sherman Act and
numerous state antitrust and consumer protection laws by Permian Resources Corporation f/k/a
Centennial Resource Development, Inc.; Chesapeake Energy Corporation; Continental Resources
Inc.; Diamondback Energy, Inc.; EOG Resources, Inc.; Hess Corporation; Occidental Petroleum
Corporation; and Pioneer Natural Resources Company (collectively “Defendants”).
I. NATURE OF ACTION
1. This action arises from Defendants’ conspiracy to coordinate, and ultimately
constrain, domestic shale oil production, which has had the effect of fixing, raising, and
maintaining the price of retail gasoline (gasoline purchased by consumers at gas stations) in and
throughout the United States of America.1
2. Shale oil, also called “tight oil,” is a high-quality crude oil found between layers
of shale rock, impermeable mudstone, or siltstone that can be extracted, refined, and used to
produce gasoline, diesel fuel, and other commercial products sold in the U.S.
3. Shale oil is produced by fracturing the rock formations that contain the layers of
oil in a process known as hydraulic fracturing, or “fracking.” Today, shale oil comprises almost
two-thirds of the onshore production of crude oil in the United States.2 21

1 Throughout this complaint, references to “gasoline” are to retail gasoline, including but
not limited to all grades and formulations sold to individual end-users at retail gasoline stations throughout the U.S.
2 “The U.S. Energy Information Administration (EIA) estimates that in 2022, about 2.84 billion barrels (or about 7.79 million barrels per day) of crude oil were produced directly from
tight-oil resources in the United States. This was equal to about 66% of total U.S. crude oil production in 2022.” How Much Shale (Tight) Oil is Produced in the United States?, U.S. ENERGY
INFO. ADMIN . (last updated Mar. 27, 2023), https://www.eia.gov/tools/faqs/faq.php?id=847&t=6. Crude oil supply is measured by the number of “barrels” produced, each of which contains 42
gallons of crude oil. Daily oil production is measured in barrels per day, which is at times abbreviated as bpd, but is also b/d or B/D. Production over longer periods is often measured in
millions of barrels, abbreviated as MMbbl.
1. 4. Shale oil, along with other crude oil, is sold to refineries. Refineries co-mingle
2. shale oil produced by Defendants with other shale oil, as well as crude oil extracted from
3. traditional drilling methods, then refine the crude oil into gasoline and other petroleum-based
4. products. Crude oil is the primary upstream input in gasoline.
5. 5. The resulting gasoline is then transported to storage terminals, where it is stored
6. and blended prior to sale to gas stations for onward sale to members of the class.
7. 6. Gasoline is a critical commodity for American consumers. Approximately 40
8. million Americans fill up their vehicles every day at American gas stations.3 Gasoline purchases
9. account for approximately 5% of U.S. consumer household spending per year, with the average
10. car consuming approximately 500 gallons of gasoline each year.4
11. 7. U.S. independent shale producers (“Independents”) are companies that primarily
12. focus on the exploration, development, and production of domestic shale resources. These
13. companies are distinct from large vertically integrated energy companies, like Chevron and
14. ExxonMobil (known as “supermajor(s)”), with diverse global operations encompassing the
15. exploration, production, refining, and distribution of various energy resources. For example, in
16. 2019, only 7% of Chevron’s total global crude oil produced was from U.S. shale operations.5
17. 8. Defendants Permian Resources Corp. f/k/a Centennial Resource Development
18. (“Centennial”), Chesapeake Energy Corporation (“Chesapeake”), Continental Resources Inc.
19. (“Continental”), Diamondback Energy, Inc. (“Diamondback”), EOG Resources, Inc. (“EOG”),
20. Hess Corporation (“Hess”), Occidental Petroleum Corporation (“Occidental”), and Pioneer 21

3 Factors that impact gas prices, NACS (Apr. 05, 2023),

https://www.convenience.org/Topics/Fuels/The-Price-Per-Gallon.
4 Jeff Lenard, Who Makes Money Selling Gas? , NACS (Nov. 12, 2021), https://www.convenience.org/Media/conveniencecorner/Who-Makes-Money-Selling-Gas.
5 Chevron to boost Permian oil production as demand for reliable energy grows , Chevron Newsroom (June 16, 2022), https://www.chevron.com/newsroom/2022/q2/chevron-to-boost-
permian-oil-production-as-demand-for-reliable-energy-grows (Chevron produced 220,000 barrels of U.S. shale oil per day in 2019); 2019 supplement to the annual report, CHEVRON CORP.
(2020), https://www.chevron.com/-/media/shared-media/documents/annual-report-supplement-

2019.pdf, at 11 (Chevron’s total 2019 production was 3,058,000 barrels of oil equivalents per 28 day).

Natural Resources Company (“Pioneer”), collectively “Defendants,” are among the largest
Independents. Independents traditionally acted as “swing producers” for the global oil market,
with the ability to adjust shale oil production levels rapidly in response to changes in market
conditions and push, or “swing,” the price of crude oil.
9. The U.S. experienced record-high crude oil prices beginning on or around January
2021, continuing through the present. Basic principles of supply and demand dictate that in their
role as swing producers, Defendants should have increased production to capitalize on this price
rise. Instead, Defendants collectively decided not to increase their U.S. shale oil production.
10. Defendants’ agreement is complimented by their cooperation and collusion with
the Organization of the Petroleum Exporting Countries (“OPEC”), the international cartel of large
oil producing nations, who also sought to raise oil prices through managing oil production during
this period.
11. Between 2017 and 2023, Defendants met and communicated regularly with each
other, and with OPEC, to coordinate their collective oil output in response to market conditions.
Following these meetings, representatives from Defendants consistently made public statements
confirming these discussions and the exchange of confidential information. Specifically,
Defendants also confirmed that they discussed with each other and OPEC their production
strategies, future investment plans, and price targets. Likewise, when publicly discussing their
meetings with Defendants, OPEC officials praised the cooperative nature of their developing
relationship with Defendants.
12. From the time when the meetings between U.S. shale producers and OPEC began
in 2017 until the onset of the COVID-19 pandemic, worldwide oil prices and supply remained
relatively stable. In the early days of the COVID-19 pandemic, gasoline demand dropped
precipitously, sending a shock through the oil supply chain.
13. Gasoline demand, and thereby oil prices, recovered and ultimately began
increasing at a rapid rate in 2021. The increase in the price of crude oil following COVID-19 was
exacerbated by the Russian invasion of Ukraine in late February 2022, which led to sanctions that
largely sequestered Russian oil from the global market. This extended run of historically high

crude oil prices provided prime market conditions for agile swing producers like Defendants ‒
whose breakeven prices have never been lower and who operate in regions with a wealth of
profitable opportunities ‒ to aggressively increase production.
14. But Defendants did not take advantage of this market opportunity. Rather,
departing from their historical practice and rational independent self-interest, each Defendant
limited their domestic shale production growth.
15. Defendants’ agreement to limit their respective shale production volumes has had
the effect of fixing and/or stabilizing at an artificially high-level U.S. (and global) crude oil prices,
which in turn fixed and/or stabilized retail gasoline prices in the United States at an artificially
high level.
16. Defendants’ cartel is a per se unlawful restraint of trade under numerous state
antitrust and competition laws. Plaintiffs and the Classes suffered substantial harm from the
supracompetitive prices they paid for retail gasoline for personal use as a direct and proximate
result of the cartel to constrain domestic production of shale oil in the United States. They bring
this suit to recover that loss.
II. PARTIES
17. Plaintiff Daniel Rosenbaum is a citizen of Nevada and resides in Las Vegas.
Mr. Rosenbaum purchased retail gasoline on approximately a weekly basis in Nevada during the
Class Period for personal use. Mr. Rosenbaum has paid higher retail gas prices by reason of the
allegations alleged herein.
18. Plaintiff Reneldo Rodriguez is a citizen of Hawaii and resides in the city of Paauilo.
Mr. Rodriguez purchased retail gasoline on approximately a weekly basis in Hawaii during the
Class Period for personal use. Mr. Rodriguez has paid higher retail gas prices by reason of the
allegations alleged herein.
19. Plaintiff Thomas Caron is a citizen of Maine and resides in the town of Cornish.
Mr. Caron purchased retail gasoline on approximately a weekly basis in Maine during the Class
Period for personal use. Mr. Caron has paid higher retail gas prices by reason of the allegations
alleged herein.
1. 20. Defendant Permian Resources Corporation, known as Centennial Resource
2. Development (“Centennial”) during the relevant period, is a Delaware Corporation headquartered
3. in Midland, Texas. Centennial’s common stock is listed and traded on the New York Stock
4. Exchange under the trading symbol PR. Centennial is an oil and gas production company that
5. acquires and processes shale oil in Texas and New Mexico, before selling the resulting shale oil
6. into the U.S. domestic market where it is refined and disseminated across the country.
7. 21. Defendant Chesapeake Energy Corporation (“Chesapeake”) is an Oklahoma
8. Corporation headquartered in Oklahoma City, Oklahoma. Chesapeake’s common stock and
9. warrants to purchase common stock trade on the Nasdaq Stock Market under the trading symbols
10. CHK, CHKEW, CHKEZ, and CHKEL. Chesapeake is an oil and gas production company that
11. acquires and processes shale oil in Louisiana and Pennsylvania, before selling the resulting shale
12. oil into the U.S. domestic market where it is refined and disseminated across the country.
13. 22. Defendant Continental Resources Inc. (“Continental”) is an Oklahoma Corporation
14. headquartered in Oklahoma City, Oklahoma. Continental common stock was listed and traded on
15. the New York Stock Exchange under the trading symbol CLR until the purchase of the company
16. by its founder Harold Hamm, on November 22, 2022, through a series of take-private transactions
17. with Omega Acquisition Inc. Continental is an oil and gas company that acquires and processes
18. shale oil in North Dakota, Montana, Oklahoma, Texas, and Wyoming, before selling the resulting
19. shale oil into the U.S. domestic market where it is refined and disseminated across the country.
20. 23. Defendant Diamondback Energy, Inc. (“Diamondback”) is a Delaware
21. Corporation headquartered in Midland, Texas. Diamondback’s common stock is listed and traded
22. on the NASDAQ Stock Market under the trading symbol FANG. Diamondback is an oil and gas
23. production company that acquires and processes shale oil in Texas, before selling the resulting
24. shale oil into the U.S. domestic market where it is refined and disseminated across the country.
25. 24. Defendant EOG Resources, Inc. (“EOG”) is a Delaware Corporation
26. headquartered in Houston, Texas. EOG’s common stock is listed and traded on the New York
27. Stock Exchange under the trading symbol EOG. EOG is an oil and gas production company that
28. acquires and processes shale oil in North Dakota, Wyoming, Colorado, Oklahoma, Texas, New

York, Pennsylvania, and New Mexico, before selling the resulting shale oil into the U.S. domestic
market where it is refined and disseminated across the country.
25. Defendant Hess Corporation (“Hess”) is a Delaware Corporation headquartered in
New York, New York. Hess’s common stock is listed and traded on the New York Stock
Exchange under the trading symbol HES. Hess is an oil and gas production company that acquires
and processes shale oil in North Dakota, before selling the resulting shale oil into the U.S.
domestic market where it is refined and disseminated across the country. Hess also sells the
refined consumer gasoline across the United States.
26. Defendant Occidental Petroleum Corporation (“Occidental”) is a Delaware
Corporation headquartered in Houston, Texas. Occidental’s common stock and warrants to
purchase common stock are listed and traded on the New York Stock Exchange under the trading
symbols OXY and OXY WS, respectively. Occidental is an oil and gas production company that
acquires and processes shale oil in Colorado, Texas, and New Mexico, before selling the resulting
shale oil into the U.S. domestic market where it is refined and disseminated across the country.
27. Defendant Pioneer Natural Resources Company (“Pioneer”) is a Delaware
Corporation headquartered in Irving, Texas. Pioneer’s common stock is listed and traded on the
New York Stock Exchange under the trading symbol PDX. Pioneer is an oil and gas production
company that acquires and processes shale oil in Texas, before selling the resulting shale oil into
the U.S. domestic market where it is refined and disseminated across the country.
28. Each Defendant was a co-conspirator with the other Defendants and committed
overt acts in furtherance of the conspiracy alleged herein in the United States and in this District.
29. Where Plaintiffs ascribe an action to “Defendants,” unless stated otherwise, the
action is alleged to have been taken by each of Centennial, Chesapeake, Continental,
Diamondback, EOG, Hess, Occidental, and Pioneer.
30. “Defendants,” as used herein, refers to and includes each of the named Defendants’
predecessors, successors, parents, wholly-owned or controlled subsidiaries or affiliates,
employees, officers, or agents.
1. 31. Defendants are also liable for acts done in furtherance of the alleged conspiracy by
2. their officers, directors, agents, partners, employees, representatives, affiliates, subsidiaries, and
3. companies they acquired through mergers and acquisitions.
4. 32. At all relevant times, other known and unknown corporations, individuals, and
5. entities willingly conspired with Defendants in their unlawful and illegal conduct. Numerous
6. individuals and entities participated actively during the course of, and in furtherance of, the
7. scheme described herein. The individuals and entities acted in concert through, amongst other
8. things, joint ventures, and by acting as agents for principals in order to advance the objectives of
9. the scheme to benefit Defendants and themselves through the manipulation of shale oil production
10. and crude oil prices.
11. 33. Whenever reference is made to any act of any organization, corporation, or other
12. business entity, the allegation means that the entity engaged in the act by or through its officers,
13. directors, agents, partners, employees, or representatives while they were actively engaged in the
14. management, direction, control, or transaction of the corporation’s business or affairs.
15. III. JURISDICTION, VENUE, AND COMMERCE
16. 34. This action arises under Section 1 of the Sherman Act (15 U.S.C. §1), and Section
17. 16 of the Clayton Act (15 U.S.C. §26), as well as the antitrust, fair competition, and consumer
18. protection laws of various states. This action is for compensatory damages, treble damages, costs
19. of suit, injunctive relief, and reasonable attorneys’ fees.
20. 35. This Court has subject matter jurisdiction over Plaintiffs’ claim under Section 16

21 of the Clayton Act, 15 U.S.C. §26, and under 28 U.S.C. §§1331, 1333(d), 1337(a), and 1367.

36. This Court has diversity jurisdiction over this action under 28 U.S.C. §1332(d)
because this is a class action wherein the amount of controversy exceeds the sum or value of
$5 million, exclusive of interest and costs, there are more than 100 members in the proposed class,
and Plaintiff Rosenbaum, a resident of Nevada, is a citizen of a state different from Defendants,
all of whom are either incorporated in Delaware or Oklahoma and headquartered in Oklahoma,
Texas, or New York.
1. 37. This Court also has personal jurisdiction over all Defendants, and Venue in this
2. District is proper, under the combination of 15 U.S.C. §22 and 28 U.S.C. §1391(b), (c), and (d).
3. See Go-Video, Inc. v. Akai Elec. Co., 885 F.2d 1406, 1411-12 (9th Cir. 1989).
4. 38. Defendants’ activities were within the flow of, and were intended to and did have
5. a substantial effect on, interstate commerce of the United States. Defendants’ products and
6. services are sold in the flow of interstate commerce.
7. 39. By reason of the unlawful activities alleged herein, Defendants’ unlawful activities
8. substantially affected commerce throughout the United States, causing injury to Plaintiffs and the
9. geographically dispersed class members. Defendants, directly and through their agents, engaged
10. in activities affecting all states.
11. 40. Defendants’ conspiracy, wrongful anticompetitive conduct, and substantial
12. anticompetitive effects described herein proximately caused injury to Plaintiffs and members of
13. the Class.
14. IV. FACTUAL ALLEGATIONS
15. A. Organization of the Petroleum Exporting Countries (“OPEC”)
16. 41. OPEC, an intergovernmental organization made up of nations who purport to
17. benefit from sovereign immunity to the Sherman Act,6 controls close to 40% of the world’s oil
18. production. Historically, OPEC exerted market power over global oil prices through coordinating
19. its members’ respective production levels.7 Non-member nations historically keyed their oil 20

6 Mamdouh G. Salameh, OPEC is an Important Energy Policy Tool to Keep Oil Markets
Stable, I.A.E.E. ENERGY FORUM, Vol. 28, Issn 1944-3188 (Feb. 2019), https://www.iaee.org/documents/2019EnergyForum1qtr.pdf, at 17 (OPEC’s stated mission is to
“‘coordinate and unify the oil policies of its member countries and ensure the stabilization of oil markets . . . .’ The organization is also a significant provider of information about the international
oil market. The current OPEC members are Algeria, Angola, Ecuador, Equatorial Guinea, Gabon, Iran, Iraq, Kuwait, Libya, Nigeria, Qatar, the Republic of Congo, Saudi Arabia (the de facto
leader), UAE and Venezuela.”). 7 Anshu Siripurapu & Andrew Chatzky, OPEC in a Changing World, COUNCIL ON FOREIGN
RELS . (Mar. 9, 2022), https://www.cfr.org/backgrounder/opec-changing-world.

production levels off OPEC guidance to benefit from the oil prices targeted by OPEC; a classic
“umbrella pricing” situation.8
42. Historically, Saudi Arabia acted as OPEC’s (and thereby the global) swing
producer – producers known for their ability to adjust production levels relatively rapidly in
response to changes in market conditions and influence crude oil prices – leveraging its status as
the member with the largest production capacity to become OPEC’s de facto leader.9
43. In December 2016 OPEC expanded its cartel, signing the first of several
agreements with 10 other oil-producing nations (most notably Russia, whose production rivaled
that of Saudi Arabia), forming what is now known as “OPEC+.”10
44. This long-resisted expansion of OPEC was done out of necessity11 ‒ by 2014,
OPEC had lost its ability to exert complete control over global oil prices, thanks to the arrival of
a new global oil player: Cowboyistan.
B. “Cowboyistan” Establishes a “New Oil Order”
45. Fracking changed everything. Equal parts controversial and successful upon its
introduction in the early 2000’s, within eight years of the first commercial shale operation coming 16

8 Salameh, supra n.6 (“In the 1980s, OPEC began setting production quotas for its member nations; generally, when the quotas are reduced, oil prices increase. . . . Since the 1980s,
representatives from Egypt, Mexico, Norway, Oman, and Russia and other oil-exporting nations have attended many OPEC meetings as observers. This arrangement serves as an informal
mechanism for coordinating policies.”). 9 Id.
10 Id. at 18 (In 2017, “Saudi Arabia was forced to eventually discard its [price war with U.S.
Independants] strategy and engineer with Russia an OPEC/non-OPEC production cut agreement” in an attempt to regain control of crude oil prices. The agreement was extended through 2018 and
converted into a “permanent mechanism for cooperation between OPEC and Russia in what has been dubbed as OPEC+.”). Throughout this complaint, references to OPEC from December 2016
onwards encompass OPEC+. 11 Guy Laron, The OPEC+ Puzzle: Why Russian-Saudi Cooperation Starts – and Stops –
with Oil Prices, THE WILSON CENTER (Jan. 19, 2023), https://www.wilsoncenter.org/article/opec- puzzle-why-russian-saudi-cooperation-starts-and-stops-oil-prices (despite decades of tension and
bad blood between Russia and Saudi Arabia, “[t]here was no way for OPEC to deal with the growing market power of the US without cooperating with the Russians”); see also Harry First &
Darren Bush, The U.S. Can Take on the Oil Cartel that Enables Putin, and Win, THE N.Y. TIMES (June 3, 2022), https://www.nytimes.com/2022/06/03/opinion/gas-prices-russia-opec.html
(Antitrust specialists have concluded that “as more countries joined or allied themselves with the [OPEC] cartel, it has only become more effective at controlling the output of what would
otherwise have been competing oil producers.”).

online in Texas in 2002, U.S. shale producers were pumping enough shale oil to reverse a 35-
consecutive-year trend of declining U.S. domestic crude oil production. The seven years starting
from 2008 represented the fastest increase in domestic crude oil production in U.S. history ‒ the
“Shale Revolution.”12
46. Shale production posed a unique problem for OPEC. Unlike the supermajors, who
typically invest in decades-long traditional drilling projects that require substantial lead time and
infrastructure construction before production begins, shale oil wells: (a) require smaller capital
commitments; (b) can be drilled in two to four weeks;13 (c) can be brought online within months;
and (d) allow for production to be comparatively front-loaded. Consequently, production of crude
oil from shale wells is more responsive to changing prices and real-time market conditions than
traditional drilling methods used by supermajors. According to market analysts, “the shale
sector’s ability to boost production – and to scale back – relatively quickly is its calling card,”14
which makes U.S. shale oil, “as close to inventory-on-demand as oil ever comes.”15
47. But Independents are like the supermajors in one important respect that is
problematic for OPEC: they are subject to the Sherman Act. This means that while U.S. shale
would come to produce as much oil as the largest OPEC and OPEC+ nations,16 it was not a
monolith capable of making industry-wide production decisions. Rather, as a boon to gasoline 18
1. 12 Robert Rapier, How The Shale Boom Turned the World Upside Down, FORBES (Apr. 21, 2017), https://www.forbes.com/sites/rrapier/2017/04/21/how-the-shale-boom-turned-the-world-
2. upside-down/?sh=497a463b77d2.
3. 13 Ryan Moore, The Numbers: The Permian Excels, PHEASANT ENERGY (last updated Sept. 7, 2023), https://www.pheasantenergy.com/the-numbers-the-permian-excels (Defendant Pioneer,
4. the largest acreage holder in the Midland Basin of the Permian, reported that as of 2018, it was taking Pioneer approximately 15 to 20 days to drill a well down 10,000 feet and horizontal out to
5. 20,000 feet). 14 Liam Denning, Shale Companies Say They Can’t Drill More. Even When There’s a War?,
6. BLOOMBERG (Feb. 28, 2022), https://www.bloomberg.com/opinion/articles/2022-02-28/shale- companies-say-they-can-t-drill-more-even-when-there-s-a-war.
7. 15 Steve LeVine, Oil Hasn’t Bottomed out, so Trade Now at Your Own Peril, QUARTZ (Feb.
8. 10, 2015), https://qz.com/341884/oil-hasnt-bottomed-out-so-trade-now-at-your-own-peril. 16 By 2018, the United States eclipsed Saudi Arabia and Russia as the largest oil producer in
9. the world. Devin Krishna Kumar, U.S. expected to end 2018 as world's top oil producer: EIA, REUTERS (Dec. 11, 2018), https://www.reuters.com/article/us-usa-oil-eia-outlook/u-s-expected-
10. to-end-2018-as-worlds-top-oil-producer-eia-idUSKBN1OA21D.
1. consumers like Plaintiffs and members of the proposed classes, U.S. shale producers were a group
2. of relatively smaller producers, bound by law to compete with each other, and OPEC.
3. 48. So U.S. shale’s arrival on the global oil scene in the early-to-mid-2010s was a
4. nightmare for OPEC. The U.S. shale movement was dubbed “Cowboyistan”17 in the industry for
5. Independents’ “drill-first, ask-questions-later” business model.18 A “new oil order” had
6. emerged.19 The aggressive competition of U.S. shale producers usurped the Saudi swing producer
7. role,20 and saw U.S. domestic production erode OPEC-set cartel price premiums.
8. C. Cowboyistan Must Die: the 2014-2016 “OPEC Price War”
9. 49. As sovereign nation-states with GDPs (and, in some cases, currencies) heavily
10. reliant on crude oil prices, OPEC was not about to willingly cede the pricing power OPEC had
11. held over global oil prices for a half-century to U.S. shale producers.
12. 50. Perhaps underestimating the willingness of American companies to flaunt the
13. Sherman Act, or perhaps the result of a rebuffed invitation(s) not yet publicly known, at some
14. point in 2014, OPEC determined Cowboyistan could not be bought and had to go.
15. 51. Consequently, despite a global oversupply of crude oil, in mid-2014 OPEC made
16. a deliberate long-term choice to maintain, rather than reduce, its production levels to win back the 17
1. 17 Christopher Helman, Welcome to Cowboyistan: Fracking King Harold Hamm’s Plan for
2. U.S. Domination of Global Oil, FORBES (Mar. 9, 2015), https://www.forbes.com/sites/christopherhelman/2015/03/09/welcome-to-cowboyistan-fracking-
3. king-harold-hamms-plan-for-u-s-domination-of-global-oil/?sh=bc9df884ed2. 18 Barney Jopson, Fracking: The Energy revolution that shook the world, FIN. TIMES (May 21 6, 2015), https://www.ft.com/content/6fab1192-f30d-11e4-a979-00144feab7de.
  1. 19 Derek Brower and Myles McCormick, What the End of the US Shale Revolution Would Mean for the World, FIN. TIMES (Jan. 15, 2023), https://www.ft.com/content/60747b3b-e6ea-
  2. 47c0-938d-af515816d0f1. 20 Hailey Lee, Why OPEC’s Losing Its Ability to Set Oil Prices, CNBC (Oct. 27, 2014),
  3. https://www.cnbc.com/2014/10/27/us-shale-replaces-opec-as-leading-swing-producer-
  goldman.html (U.S. shale’s spare capacity ‒ the amount of crude a country is able to produce in 25 30 days in case of an emergency ‒ was almost four times that of Saudi Arabia’s); David Livingston & Eugene Tan, Shale’s True Contribution to the Oil Market, CARNEGIE ENDOWMENT FOR INT’L
  1. PEACE (July 9, 2015), https://carnegieendowment.org/2015/07/09/shale-s-true-contribution-to- oil-market-pub-60659 (“consensus has developed that Saudi Arabia has surrendered its role as de
  2. facto manager of the world oil market to U.S. shale oil producers” because “shale wells take less time to drill and complete than comparatively larger conventional oil projects, which require years
  3. and many millions of dollars to move from planning into first production”).
  1. market share it had lost to Independents, and to push oil prices to a level that would render U.S.
  2. shale oil no longer economically viable.21 This two-year period of open global competition,
  3. dubbed within the industry as the “OPEC Price War,” had begun:
  4. Figure 1. Daily Crude Oil Spot Prices (2010-2016)
  5 6 7 8 9 10 11 12 13
  1. 52. The OPEC Price War dragged on for years for two reasons. First, shale production
  2. was a brand-new industry where technological advancements and accumulating experience was
  3. driving breakeven points lower,22 allowing Independents to exploit less productive shale plays 17
  18 19
  1. 21 Siripurapu & Chatzky, supra n.7; Javier Blas, Wall Street is Finally Going to Make Money Off the Permian, BLOOMBERG (Apr. 24, 2023), https://www.bloomberg.com/opinion/articles/
  2. 2023-04-24/higher-oil-prices-means-wall-street-s-shale-investments-will-finally-pay- off#xj4y7vzkg (In February 2016, Saudi Arabia’s Oil Minister Al-Naimi warned U.S. shale
  3. producers, “[l]ower costs, borrow cash, or liquidate.”). 22 In the beginning of 2014, “Rystad Energy estimated the average breakeven price for tight
  4. oil to be $82 per barrel,” but by 2018, the average breakeven price reported had dropped to $47 per barrel, and by 2021, $37 per barrel. See Rystad Energy: As falling Costs Make New Oil
  5. Cheaper to Produce, Climate Policies May Fail Unless they Target Demand, ROGTEC MAGAZINE (Nov. 17, 2021), https://www.rogtecmagazine.com/rystad-energy-as-falling-costs-
  6. make-new-oil-cheaper-to-produce-climate-policies-may-fail-unless-they-target-demand/; Maitham A. Rodhan, The Effect of US Shale Oil Production on Local and International Oil
  7. Markets, 13 INT’L J. OF ENERGY ECONS. & POLICY 4 (July 2023), https://econjournals.com/index.php/ijeep/article/view/14455 (“This continuous decrease in the
  8. break-even price of shale oil made the US shale oil industry more flexible to face fluctuations in oil prices” and “[d]espite the drop in prices from about $100 a barrel in 2014 to $64 a barrel in
  9. 2019, shale oil production has doubled by 100% during this period.”).
  1. profitably.23 Second, the U.S. legal structure (including corporate and bankruptcy law),
  2. encourages business formation and risk-taking, making business failure less economically
  3. devastating to the individuals involved.
  4. 53. As a result, by implementing cost-cutting measures and focusing on the most
  5. productive shale plays to remain competitive in the lower-price environment, many U.S. shale
  6. producers, including Defendants, continued to drill at consistent levels despite the price drop
  7. caused by OPEC’s Price War.24
  8. 54. Yet, the OPEC price war consolidated the U.S. shale industry, causing dozens of
  9. smaller Independents to fail25 and larger Independents, like Defendants, to rally together in the
  10. face of a shared adversary.
  11. D. If You Can’t Beat ‘Em: Cowboyistan Takes a Seat at the “Table on Pricing”
  12. 55. Weary after years of low prices,26 OPEC changed tactics. First, as noted above, in
  13 December 2016, it struck a deal with 10 non-OPEC oil producing nations to form OPEC+. Having
  1. brought one enormous potential competitor (Russia) into the fold, OPEC turned its attention to
  2. Cowboyistan.
  16 17
23 A shale oil “play” refers to a specific geographic area or region where shale formations
contain significant amounts of oil that can be economically extracted. The top three shale oil plays in the U.S. are the Permian Basin in Texas and New Mexico (40% of all U.S. crude production in
2022), the Bakken Formation in North Dakota and Montana, and Eagle Ford in Texas. Technological advancements have made more shale oil plays economically viable over time.
24 Steven Mufson, Is the Oil World Big Enough for Two Swing Producers?, THE WASH. POST (Sept. 29, 2016), https://www.washingtonpost.com/business/economy/is-the-oil-world-big-
enough-for-two-swing-producers/2016/09/29/ce4e96f0-85f7-11e6-a3ef- f35afb41797f_story.html (noting that “the companies in [the U.S. shale industry] are ready to add
production every time the price starts creeping up” and attributing to Defendant Pioneer CEO Scott Sheffield a promise that if oil prices moved above $60 a barrel, the U.S. Shale industry
would respond by ramping up production).
25 Matt Egan, OPEC tried to put this US shale oil driller out of business. It ‘backfired’, CNN BUSINESS (May 12, 2017), https://money.cnn.com/2017/05/12/investing/shale-oil-ceo-
opec/index.html#:~:text=Saudi%20Arabia%2Dled%20OPEC%20launched,went%20out%20of %20business%2C%20too.
26 Mufson, supra n. 24 (as a result of the ongoing price war, OPEC “regained some market share and put a floor under prices. But its success has been slow, limited and remains fragile. And
the price [$45-$55 a barrel at that time] is still half of where they’d like it to be.”).
1. 56. Unable to beat Independents in the free market, OPEC started a years-long
2. campaign to bring them into the cartel.
3. 57. Independents, too, were weary of the price war. As reported by MarketWatch on

4 September 8, 2016, “Shale-oil baron [and Defendant Continental CEO] Harold Hamm thinks

major crude-oil producers need to settle on a plan to stabilize oil prices sooner than later.”27
Hamm, “calling for a freeze of production . . . said it is ‘high time’ for Russia and the Organization
of the Petroleum Exporting Countries [OPEC] to forge a pact that would put an end to slide in
crude oil prices.”28 Hamm and Defendants had gained leverage and the respect of OPEC during
the price war. Now, Hamm was signaling to OPEC that Continental and the other Defendants
were willing to play ball with OPEC.
58. Shortly thereafter, in early 2017, Defendants and members of OPEC began meeting
and sharing dinners together.29 Many of these meetings took place on the sidelines of the
CERAWeek Conference, held annually in Houston, Texas.
59. March 6-10, 2017 – Houston, TX, USA (CERAWeek Conference): Former
Nigerian politician and then-OPEC General Secretary Mohammed Barkindo “dined with about
two dozen U.S. shale executives on the sidelines of [the 2017] CERAWeek conference, including
Scott Sheffield of [Defendant] Pioneer Natural Resources, Co., John Hess of [Defendant] Hess
Corp., Robert Douglas Lawler of [Defendant] Chesapeake Energy Corp. and Tim Leach of
Concho Resources Inc.”30 OPEC had purportedly never before met with U.S. shale producers,31 20

27 Mark DeCambre, Harold Hamm Says It Is ‘High Time’ for an OPEC Pact to Freeze Output, MARKETWATCH (Sept. 8, 2016), https://www.marketwatch.com/story/trumps-potential-
energy-czar-says-its-high-time-for-an-opec-pact-to-freeze-output-2016-09-08.
28 Id. 29 Liz Hampton, As Oil Prices Soar, U.S. Shale, OPEC in no Rush to Resume Price War,
REUTERS (Mar. 10, 2022), https://www.reuters.com/business/energy/ceraweek-oil-prices-soar-us- shale-opec-no-rush-resume-price-war-2022-03-10 (OPEC began hosting regular dinners and
events in 2017 “to better understand private sources of financing that allowed new companies to emerge” and “[o]ver time, the dinners grew more collegial.”).
30 Javier Blas & Grant Smith, OPEC Head to Meet with U.S. Shale Producers for Dinner
Next Week, BLOOMBERG (Feb. 27, 2018), https://www.bloomberg.com/news/articles/2018-02- 27/opec-head-to-meet-u-s-shale-oil-producers-for-dinner-next-week.
31 Id.

leading to reporters describing the meeting as “unusual.”32 Meetings during the March 2017
CERAWeek Conference “opened a communication channel between the shale companies and
OPEC countries.”33 Scott Sheffield of Defendant Pioneer stated, “I’m seeing a series of meetings
where OPEC is reaching out and spending more time with US [I]ndependents than I have seen
over my entire career.”34
60. Indeed, CERAWeek 2017 served as a channel for OPEC’s Secretary General to
“garner views and opinions from other senior oil industry executives” in “bi-lateral” meetings
with shale executives, according to Defendant Hess’s CEO, John Hess.35 Following a dinner with
OPEC officials, Hess reported to Bloomberg, “It was a very good exchange of information and
views about oil . . . I really commend the OPEC Secretary General for outreach. It was a good
talk.”36 OPEC Secretary General Barkindo confirmed everyone was on the same page regarding
the need to collectively work to achieve price stability following the meeting, because “no-one
wants to see a repeat of 2015 and 2016.”37
61. During CERAWeek 2017, OPEC and the U.S. shale producers “agreed in principle
that the market should be better balanced and lower inventories would be beneficial to everyone
. . . [but] shale producers signaled they weren’t ready to give up on the growth they see ahead,” or
at least not yet.38 Shortly after the meeting, Saudi Arabia’s Energy Minister Khalid Al-Falih
warned U.S. shale producers that if they wanted to collaborate, there would be no “free rides” on 19

32 Id.

33 Id.
34 David Wethe, Oil to Hit $40 if OPEC Fails to Expand Cuts, Pioneer Says, BLOOMBERG , (Mar. 7, 2017). https://www.bloomberg.com/news/articles/2017-03-07/pioneer-s-sheffield-sees-
40-oil-if-opec-doesn-t-extend-cuts?embedded-checkout=true#xj4y7vzkg.
35 CERAWeek 2017: Encouragement & engagement, 47 OPEC BULLETIN 2, (Mar./Apr. 2017), https://docplayer.net/55519391-Vienna-austria-save-the-date-june-hofburg-palace-
vienna-austria.html, at 16. 36 Javier Blas, OPEC Said to Break Bread with Shale in Rare Show of Détente, BLOOMBERG
(Mar. 7, 2017), https://www.bloomberg.com/news/articles/2017-03-07/opec-said-to-break-bread- with-shale-in-rare-show-of-detente.
37 OPEC BULLETIN, supra n.35, at 15.
38 Blas, supra n.36.

OPEC production cuts, and they must be ready to pull their weight when the time comes.39 Put
another way, OPEC told U.S. shale producers that OPEC expected Independents to work together
and coordinate their production cuts alongside OPEC.
62. Later that year OPEC Secretary General Barkindo told reporters that Defendants
were “beginning to ask questions about how to proceed [alongside OPEC] in a more responsible
manner.”40 Barkindo explained that he understood, from a meeting with executives of Defendants
Hess and Continental Resources during the CERAWeek Conference, that “[t]here is a general
understanding that this downturn [caused by the price war] was not in the interest of anybody”
and “[a]s much as we felt the pinch so did they.”41
63. March 5, 2018 – Houston, TX, USA (CERAWeek Conference): In February 2018,
discussing plans to meet with U.S. shale executives for the second year in a row at the upcoming

12 March 2018 CERA Week conference, Barkindo explained, “[i]t’s a fulfillment of our common

desire to continue the dialogue as agreed last year on the sidelines of CERAWeek.” 42 Barkindo
explained that OPEC and the U.S. shale industry agreed at their first meeting in 2017, that they
had a “shared responsibility” towards the oil markets.43 The 2018 CERAWeek dinner between
OPEC members and U.S. shale producers, including Defendants, was organized to “further
explore the mechanic of achieving our common objective” of stable production volumes and
prices, per Barkindo.44
64. On March 5, 2018, OPEC officials met with U.S. shale executives at Houston’s
“The Grove” restaurant, during which Secretary General Barkindo gave a speech to dinner 21

39 Ron Bousso, Exclusive - Saudis Tell U.S. Oil: OPEC Won’t Extend Cuts to Offset Shale -
Sources, REUTERS (Mar. 9, 2017), https://www.reuters.com/article/us-ceraweek-saudi- shale/exclusive-saudis-tell-u-s-oil-opec-wont-extend-cuts-to-offset-shale-sources-
idUSKBN16G2TJ. 40 Anjli Raval, OPEC Secretary General: ‘No Doubt’ Oil Market is Re-Balancing, FIN.
TIMES (Oct. 19, 2017), https://www.ft.com/content/89ddcf13-f338-315a-99ba-366256c7266a.
41 Id. 42 Blas & Smith, supra n.30.
43 Id.
44 Id.

attendees. Afterwards, Defendant Pioneer’s then-CEO Tim Dove summarized Barkindo’s speech
to a reporter as an exchange of OPEC’s forward-looking views on the oil market: “his main
message was that [OPEC] believe[s] very strongly that demand is going to be significant moving
forward in terms of growth.” Defendant Centennial’s CEO, Mark Papa described the speech as
“a statement that everyone will work together to make sure the oil market is well-supplied and
everyone is happy to be working together.”45
65. OPEC representatives, including Gabriel Mbaga Obiang Lima, Equatorial
Guinea’s petroleum minister, described the meeting between OPEC and U.S. shale executives as
much more than generalizations, with the key takeaway being a shared commitment to exchange
confidential production information: “The key thing is that information is shared about our
projections; it really helps everybody . . . the important thing is to know how much they [U.S.
shale] are investing and their projections because usually they have good statistics.”46 Lima
explained that, by sharing this information, “[w]hat we are doing is avoiding volatility,” or put
another way – coordinating production decisions to impact the price of crude oil rather than
allowing market forces to dictate outcomes.47
66. Nigerian Oil Minister and OPEC representative Emmanuel Ibe Kachikwu agreed
that it was time for U.S. shale to “take some responsibilities in terms of stability of oil prices.”48
Indeed, Secretary General Barkindo confirmed that OPEC and the U.S. shale executives “had a
very open, frank and lively conversations on the current state of the cycle and we also compared
notes from our experiences during these cycles, how we should proceed going forward. I was
very surprised by the high-level of turnout, as well as the interest they [U.S. shale executives] 22

45 Ernest Scheyder and Ron Bousso, CERAWEEK-U.S. Shale and OPEC Share Steak in Uneasy Truce at Houston Dinner, REUTERS (Mar. 7, 2018),
https://www.reuters.com/article/ceraweek-energy-opec-shale/rpt-%20ceraweek-u-s-shale-and- opec-share-steak-in-uneasy-truce-at-houston-dinner-idUKL2N1QP05R.
46 Id.
47 Id. 48 Ernest Sheyder, Nigeria Prime Minister says majors in shale, OPEC should keep crude
price stable, REUTERS (Mar. 5, 2018), https://www.reuters.com/article/us-ceraweek-energy- nigeria/nigeria-minister-says-majors-in-shale-opec-should-keep-crude-price-stable-
idINKBN1GH347.

have shown in continuing this energy dialogue.”49 Barkindo explained that OPEC and Defendants
“compared notes on our experiences in this cycle [i.e., the recent price war] which everyone agreed
was the most injurious.”50
67. As one shale executive, who insisted on remaining anonymous, described it to
Reuters, Cowboyistan had parlayed their successful price-war resistance into a seat at OPEC’s
“table on pricing.”51
68. In the wake of the 2018 conference, Defendant Continental’s CEO Harold Hamm
“appeared . . . to be trying to reach a more conciliatory tone with OPEC producers” and, in May
2018, even “attended a board meeting of Saudi Aramco, the oil producer controlled by OPEC’s
largest member, Saudi Arabia.”52
69. June, 2018 – Vienna, Austria (7th OPEC International Seminar): Following the
CERAWeek 2018 dinner, Secretary General Barkindo invited U.S. shale officials to join him at
an OPEC summit in Vienna in June 2018.53 Defendant’s executives Scott Sheffield (Pioneer) and
John Hess (Hess) attended the June 2018 OPEC International Seminar in Vienna, Austria. At the
event, Sheffield spoke for all Defendants when he said, “[t]hey [OPEC] need to put together some
kind of deal to phase into the market. None of us want $80 to $100 [per barrel] oil, that’s too high.
There’s a sweet spot between $60 and $80.”54 Sheffield urged, “OPEC needs to fulfill its duty.”55 18

49 OPEC bulletin Special Edition: OPEC international energy dialogues , OPEC (May 9, 2018), https://www.opec.org/opec_web/static_files_project/media/downloads/publications/
OB022019.pdf, at 51.
50 Patti Domm, OPEC Wants to Take Its Relationship with US Shale Producers to the Next Level , CNBC (Mar. 6, 2018), https://www.cnbc.com/2018/03/06/opec-wants-to-take-its-
relationship-with-us-shale-producers-to-the-next-level.html. 51 Alex Lawler & Ernest Scheyder, OPEC to Meet with U.S. Shale Firms in Houston on
Monday: Sources, REUTERS (Feb. 27, 2018), https://www.reuters.com/article/us-oil-opec- usa/opec-to-meet-with-u-s-shale-firms-in-houston-on-monday-sources-idUSKCN1GB2KP.
52 Ernest Scheyder, Continental Resources CEO Harold Hamm pulls out of OPEC meeting,
REUTERS via YAHOO!NEWS (June 18, 2018), https://www.yahoo.com/news/continental-resources- ceo-harold-hamm-162200046.html.
53 Domm, supra n.50.
54 Ernest Scheyder, U.S. Shale Executive Pushes OPEC to Gradually Boost Output, REUTERS (June 20, 2018), https://www.reuters.com/article/oil-opec-pioneer-natl-rsc-idINKBN1JG2OB.
55 Id.
1. 70. Critically, the 2018 OPEC summit in Austria was the first time Defendants
2. admitted publicly to more than listening to OPEC during these meetings. Sheffield admitted
3. speaking to the OPEC panel about Defendants’ and OPEC’s volumes, and the effects on global
4. oil prices: “My message yesterday as I spoke to the panel was that it’s important that OPEC
5. increases production somewhat to make up for the difference If they don’t we are going to
6. see $100 oil or higher.”56
7. 71. Sheffield delivered a message, and apparently got one in return – two days before
8. OPEC’s June 22, 2018 production negotiation, Sheffield predicted to Bloomberg the exact amount
9. of OPEC’s production change.57
10. 72. January, 2019 – Davos, Switzerland (World Economic Forum): In January 2019
11. at the Davos World Economic Forum, OPEC’s Secretary General sat on a panel with John Hess,
12. CEO of Defendant Hess Corp, Vicki Hollub, CEO of Defendant Occidental, and Dan Yergin, Vice
13. Chairman of IHS Markit.58
14. 73. According to Reuters, Hess and Hollub both “said that [the] growth of U.S. shale
15. oil output would slow” in the near future.59 OPEC’s Secretary General addressed the current oil
16. market dynamics at Davos, highlighting the importance of OPEC+ in helping stabilize the oil
17. market over the past two years following the price war.60 He also underscored that market 18

56 Bloomberg Daybreak: Americas, Pioneer Chairman Sees an OPEC Increase of Up to

600,000 B/D, BLOOMBERG (June 21, 2018), https://www.bloomberg.com/news/videos/2018-06- 21/pioneer-chairman-sees-an-opec-increase-of-up-to-600-000-b-d-video.
57 Compare id. (Sheffield: “The soft number will be around 5-600,000 [bpd], they might
announce 1 million and that will phase in over the next few months.”) with Rania El Gamal, et al., OPEC agrees modest hike in oil supply after Saudi and Iran compromise, REUTERS (June
22, 2018), https://www.reuters.com/article/us-oil-opec/opec-agrees-modest-hike-in-oil-supply- after-saudi-and-iran-compromise-idUSKBN1JI0OG/ (“Saudi Arabia said the move [increase in
production] would translate into a nominal output rise of around 1 million barrels per day (bpd), or 1 percent of global supply. Iraq said the real increase would be around 770,000 bpd[.]”).
58 IHS performs market analyses on behalf of OPEC member nations.
59 Dmitry Zhdannikov, U.S. Oil Firms Tell OPEC Their Growth Will Slow, REUTERS (Jan. 23, 2019), https://www.reuters.com/article/uk-davos-meeting-opec-usa-idUKKCN1PH1TG.
60 Id.

uncertainties and volatility are detrimental to industry investments, and that continuing joint and
collaborative efforts among producers were crucial to ensure timely investments.61
74. These comments were praised by Hess, who said that “the Secretary General of
OPEC, as well as OPEC Members, play a very important role in stabilizing markets for oil, so
those efforts are to be recognized.”62 Referencing OPEC’s relationships with Defendants,
Barkindo emphasized, “[w]e have to continue to collaborate. It is one industry. It is a global
industry, and I think our colleagues in the US are on the same page with us and we will work
together to exchange views.”63
75. March 11-14, 2019 – Houston, TX, USA (CERAWeek Conference): For the third
consecutive year, U.S. shale executives met with OPEC members during CERAWeek.
Bloomberg reported that “[t]he event has become an informal communication channel between
the cartel and fast-growing shale producers.”64 Discussing his upcoming meeting with U.S. shale
executives, Secretary General Barkindo shared, “[w]e initiated a valuable dialogue with the U.S.
shale producers two years ago in the midst of the last cycle and we agreed to continue the dialogue
because we broke barriers . . . . It is essential we continue the conversation with U.S. shale
industry.”65
76. Barkindo reported that a Monday night dinner attended by CEOs John Hess, Vicki
Hollub, Mark Papa, and Travis Stice, from Defendants Hess, Occidental, Centennial, and
Diamondback, respectively,66 included a “friendly conversation on current industry issues and the 20

21 61 Id.

62 Tom DiChristopher, Trump blasted OPEC this past year. Hess CEO says the oil producer group deserves praise, CNBC (Jan. 23, 2019), https://www.cnbc.com/2019/01/23/trump-blasted-

opec-hess-ceo-says-the-group-deserves-praise.html. 63 Id. 25
64 Javier Blas and Kevin Crowley, OPEC to Break Bread With Shale Competitors for Third Year, BLOOMBERG (Mar. 11, 2019), https://www.bnnbloomberg.ca/opec-to-break-bread-with- shale-competitors-for-third-year-1.1227226.

26 65 Id.

66 CERAWeek 2019 in Review – New World of Rivalries: Reshaping the Energy Future, CERAWEEK.COM (Mar. 2019), https://cdn.ihsmarkit.com/www/pdf/0819/CW19Review.pdf.;

28 Javier Blas & Rachel Adams-Heard, OPEC Splits Avocado Appetizer with Shale Adversaries in

immediate prospects and challenges for all.”67 Diamondback CEO Stice spoke with reporters
directly after what he called “a very good session” between OPEC and Defendants, noting that the
meeting featured “open dialogue on some of the things that are going on in the U.S. shale
revolution, U.S. oil production and the associated balance of what’s going on in our industry.”68 5

Hess (left) was pictured with OPEC Secretary General Mohammed Barkindo (center)

15 in Houston on March 11, 201969

77. In January 2019, OPEC and its allies began new production cuts, agreeing to reduce
supply by 1.2 million bpd over the next six months.70 After the cuts were announced, Reuters
reported that “U.S. shale producers cheered OPEC’s decision to trim output, a move that sent
crude prices higher [when announced] closing at levels that [shale] oil executives said would keep 21

Texas, BLOOMBERG (Mar. 11, 2019), https://www.bloomberg.com/news/articles/2019-03- 11/opec-to-break-bread-with-shale-rivals-in-houston-for-3rd-year#xj4y7vzkg.
67 Blas & Adams-Heard, supra n.66.
68 Id.
69 Id.

70 Alex Lawler, OPEC posts first 2019 oil-output rise despite Saudi cuts, REUTERS (Aug. 30, 28 2019), https://www.reuters.com/article/us-oil-opec-survey-idUSKCN1VK1YD.

their profits flowing.”71 At CERAWeek 2019, Barkindo indicated that OPEC and allies will
continue supply adjustments through 2019.72
E. 2021: Defendants Actualize Their Agreement with OPEC
78. It is unclear when, exactly, Defendants began coordinating their output in
conjunction with OPEC. Through the end of 2018, it at least appeared to the outside world that
OPEC’s pleas were falling on deaf ears:
Figure 2: Change in Crude-Oil Production – U.S. Shale Oil v. OPEC (2014 – 2019)
73

71 Jennifer Hiller, U.S. shale producers see OPEC pullback helping 2019 profits, REUTERS

(Dec. 8, 2018), https://www.reuters.com/article/idUSL1N1YC20I/#:~:text=HOUSTON%2C%20 Dec%207%20(Reuters),would%20keep%20their%20profits%20flowing.
72 OPEC Secretary General on Saudi Arabia’s oil production, Venezuela and NOPEC,
CNBC (Mar. 12, 2019), https://www.cnbc.com/video/2019/03/12/opec-secretary-general-on- saudi-arabias-oil-production-venezuela.html.
73 Sarah McFarlane & Pat Minczeski, OPEC vs. Shale: The Battle for Oil Price Supremacy, THE WALL STREET J. (Apr. 18, 2019), https://www.wsj.com/articles/opec-vs-shale-the-battle-for-
oil-price-supremacy-11555588826.
1. 79. Indeed, analysts predicted that 2019 would be the start of “[t]he second wave of
2. the U.S. Shale revolution,” which should have been “concerning for OPEC” because “U.S. oil
3. output is expected to grow by 1.4 million barrels a day this year, to average 12.4 million barrels a
4. day.”74
5. 80. The second wave never occurred. In 2020, lockdowns associated with the COVID-
6. 19 pandemic cratered gasoline demand, sending multiple shocks through the world oil markets.
7. Worldwide oil production fell,75 and the U.S. shale oil industry consolidated and suffered as
8. production fell and smaller Independents went bankrupt.76
9. 81. During this economic turmoil, Defendants and OPEC signaled to each other their
10. willingness to end their price war and market share competition once-and-for-all and collaborate
11. on their respective production levels, and consequently, global crude oil prices. In July 2020,
12. OPEC’s Secretary General made it clear that OPEC could inflate and sustain high crude prices if
13. Defendants played ball: “We were able to reach out to the U.S. [I]ndependents and we had
14. established a line of communication with them. We have reached some level of comfort among
15. ourselves. They have been participating also at their own levels to ensure that this conversation
16. is inclusive and is led by the biggest producers. There is no objective whatsoever from us as a
17. group or as individual countries to drive U.S. shale production out of business Everybody has
18. a role to play We are very much appreciative of the support and the cooperation we are getting
19. from the U.S. both at the level of policymakers as well as from industry.”77 On November 28, 20

21 74 Id.

75 Charles Riley, Oil Prices Surge as OPEC and Its Allies Extend Production Cuts, CNN BUSINESS (Mar. 4, 2021), https://www.cnn.com/2021/03/04/investing/opec-oil-prices-saudi-
russia/index.html (due to the global Coronavirus pandemic and market panic, OPEC members agreed to “slash[] output [of crude oil] by a record-shattering 9.7 million barrels per day”).
76 Irina Slav, Shale Executives See Little Chance of Significant Growth, OILPRICE.COM via
BUSINESS INSIDER (Dec. 6, 2020), https://markets.businessinsider.com/news/stocks/shale- executives-see-little-chance-of-significant-growth-1029867633 (“Between January and October,
43 oil and gas producers in North America filed for bankruptcy protection. Most of them were from the shale patch.”).
77 OPEC Secretary General: No objective to drive US shale out of business, OIL & GAS JOURNAL (July 9, 2020), https://www.ogj.com/general-interest/article/14179258/opec-secretary-
general-no-objective-to-drive-us-shale-out-of-business.

2020, Defendant EOG Resources’ CEO Bill Thomas confirmed Defendants’ willingness, as a
group, to follow OPEC’s lead on pricing: “In the future, certainly we believe OPEC will be the
swing producer – really, totally in control of oil prices. . . . We don’t want to put OPEC in a
situation where they feel threatened, like we’re taking market share while they’re propping up oil
prices.”78
82. When the world emerged from the pandemic in early 2021, gasoline demand
surged, and with it, so did crude oil prices, reaching nearly $70 a barrel in March 2021. As OPEC
and OPEC+ countries emerged from the pandemic, they collectively withheld production to push
up prices further.79
83. Defendants also responded to rising prices by withholding production, suddenly
(and in near-unison) preaching supply “discipline” for the first time in the history of U.S. shale.
Over the course of 2021, Defendants would continue to signal to each other, OPEC, and the market
that they were no longer competing for market share or willing to act as swing producers:
a. In a February 2021 interview, Defendant Chesapeake CEO Doug Lawler
explained that U.S. shale producers were entering a “new era” of shale
production that “requires a different mindset” of “more discipline and
responsibility.”80 Defendant Pioneer CEO Scott Sheffield agreed, predicting
that small companies would increase output but in the aggregate U.S output
would remain flat, even if crude prices go above $60, as the large U.S.
Independents would jointly practice discipline.81 21

78 Kevin Crowley, et al., The Pandemic Has Broken Shale and Left Oil Markets in OPEC
Hands, BLOOMBERG (Nov. 28, 2020), https://www.bloomberg.com/news/articles/2020-11-28/the- pandemic-has-broken-shale-and-left-oil-markets-in-opec-hands.
79 Charles Riley, Oil Prices Surge as OPEC and Its Allies Extend Production Cuts, CNN BUSINESS (Mar. 4, 2021), https://www.cnn.com/2021/03/04/investing/opec-oil-prices-saudi-
russia/index.html.
80 Alex Lawler & Jennifer Hiller, OPEC, U.S. Oil Firms Expect Subdued Shale Rebound Even as Crude Prices Rise, REUTERS (Feb. 23, 2021),
https://www.reuters.com/business/energy/opec-us-oil-firms-expect-subdued-shale-rebound- even-crude-prices-rise-2021-02-22/.
81 Id.
1. b. In March 2021, on the same day OPEC announced supply restrictions,
2. Defendant Occidental CEO Vicki Hollub said that despite a “healthier supply
3. and demand environment” and “a V-shaped” post-pandemic recovery, U.S. oil
4. production would not return to pre-pandemic heights, because Defendants and
5. other U.S. shale producers were “committed to value growth, rather than
6. production growth.”82
7. c. In April 2021, Pioneer CEO Sheffield said that U.S. shale producers risked
8. another price war with OPEC and its allies if they resumed the breakneck
9. production growth of the last decade. He also balked at the federal
10. government’s forecasts that predicted an increase in domestic oil production,
11. and instead declared he was “totally against” any production increase as
12. “producers now know the stakes and will stick to their mantra of capital
13. discipline.”83
14. d. In a June 2021 interview with Reuters, Sheffield said he was “confident the
15. producers will not respond” to the high crude oil prices by increasing
16. production, because they were focused on “shareholder returns.”84 According
17. to Reuters, “[i]n the United States, closely held companies have contributed
18. substantially to rig additions this year, but Sheffield said those smaller firms
19. should not drive up volumes enough to ruffle OPEC+ producers.”85 20

82 Pippa Stevens, U.S. Oil Production Won’t Return to Pre-Pandemic Levels, Says
Occidental CEO , CNBC (Mar. 4, 2021), https://www.cnbc.com/2021/03/04/us-oil-production- wont-return-to-pre-pandemic-levels-occidental-ceo.html#:~:text=Occidental%20CEO%20Vicki

%20Hollub%20said,Evolve%20conversation%20with%20Brian%20Sullivan. 83 Kevin Crowley, Pioneer Chief Warns of OPEC+ Price War Risk, RIGZONE (Apr. 14. 25 2021), https://www.rigzone.com/news/wire/pioneer_chief_warns_of_opec_price_war_risk-14- apr-2021-165162-article/.

84 Liz Hampton, U.S. Shale Industry Tempers Output Even as Oil Prices Jump, REUTERS
(June 28, 2021), https://www.reuters.com/business/energy/us-shale-industry-tempers-output- even-oil-price-jumps-2021-06-28.
85 Id.
1. e. On an August 5, 2021 earnings call, Defendant EOG President and CEO Bill
2. Thomas, echoing Lawler’s February 2021 language, referenced a “new era” of
3. collaboration in the global crude oil market with a “more positive macro
4. environment than we’ve been in since really the shale business started. I think
5. OPEC+ is solid. I think the U.S. will remain disciplined. And so, I think the
6. industry is in for a long run of really good results.”86
7. f. On October 3, 2021, Defendant Pioneer CEO Sheffield said U.S. producers
8. were not willing to increase supply to curb soaring crude oil prices that were
9. “under OPEC control,”87 reflecting Defendants’ production restraint
10. agreement. Sheffield reaffirmed Pioneer’s commitment to the agreement,
11. promising to cap any Pioneer output increase at 5% per year no matter the price
12. of crude oil, explaining “everybody’s going to be disciplined, regardless
13. whether it’s $75 Brent,88 $80 Brent, or $100 Brent ”89
14. 84. Given that Defendants’ breakeven prices at the time were around $40/barrel,90
15. Defendants’ newly-discovered restraint came as a surprise to some oil industry observers: 16

86 EOG Resources (EOG), Q2 2021 Earnings Call Tr., THE MOTLEY FOOL (Aug. 5, 2021), https://www.fool.com/earnings/call-transcripts/2021/08/05/eog-resources-eog-q2-2021-
earnings-call-transcript/.
87 Derek Brower & David Sheppard, US Shale Drillers Cannot Contain Oil Price Rise, Pioneer Boss Says, FIN. TIMES (Oct. 3, 2021), https://www.ft.com/content/c21eb656-8d09-45ce-
a13a-7d8419426b05. 88 “Brent” refers to Brent crude, a widely recognized benchmark for pricing crude oil
internationally. The price of Brent crude oil is determined through trading on the Intercontinental Exchange (“ICE”) in London. It is often used as a reference point for setting oil prices.
89 Brower & Sheppard, supra n.87.
90 EOG Resources, Value Matters: 4Q 2021 Presentation, (2022), https://s24.q4cdn.com/589393778/files/doc_financials/2021/q4/EOG_0222.pdf (Defendant
EOG’s price needed to secure 10% return on capital, not breakeven, was ~$40); Occidental Petroleum Corp., Q3 2020 Earnings Call Tr., OXY.COM (Nov. 10, 2020),
https://www.oxy.com/globalassets/documents/investors/quarterly-earnings/OXY3Q20 Transcript.pdf (Defendant Occidental’s breakeven price ~$40); Diamondback Energy, Investor
Presentation (Nov. 2021), at Slide 11, https://www.diamondbackenergy.com/static- files/532c60b3-f8f0-4f43-8368-91b9f4b628e2 (Defendant Diamondback Energy’s 2021
breakeven price was “approximately $32 per barrel.”).
1. a. In January 2021, Reuters reported that “U.S. shale producers are keeping their
2. pledges to hold the line on spending and keep output flat, a departure from
3. previous boom cycles.”91
4. b. In June 2021, another Reuters columnist noted that “U.S. shale producers have
5. normally captured market share from OPEC+ whenever prices have been above
6. $55-60 per barrel.”92 2021’s “run up in crude prices, and oil output curbs
7. imposed by the OPEC+ producers group, historically would have triggered a
8. drilling boom.”93 However, the author observed that Defendants’ output
9. restraints had “emboldened OPEC+ to maintain its own output curbs,
10. temporarily removing the threat of lost market share and accelerating the
11. upward pressure on prices Shale producers have publicly reiterated their
12. new commitment to output restraint in interviews as well as calls with analysts
13. and investors.”94 The author noted that “there is a broad consensus among
14. OPEC+ countries and the U.S. shale industry on the need for slower output
15. growth, higher prices, and wider profit margins.”95
16. c. On Defendant Chesapeake’s Q4 2021 earnings call, Bank of America
17. Managing Director and Head of U.S. Oil and Gas was confounded by
18. Chesapeake’s new strategy, telling Chesapeake CEO that their plans to slow
19. production would be “the easiest way to destroy value” for the company in the
20. long term.96

91 Liz Hampton, U.S. Shale Industry Tempers Output Even as Oil Prices Jump, REUTERS (Jan. 28, 2021), https://www.reuters.com/business/energy/us-shale-industry-tempers-output-
even-oil-price-jumps-2021-06-28. 24 92 John Kemp, U.S. Shale Restraint Pushes Oil Prices to Multi-Year High, REUTERS (June 4, 2021), https://www.reuters.com/article/global-oil-kemp-idAFL5N2NM37M.
1. 93 Hampton, supra n.91.
2. 94 Kemp, supra n.92. 95 Id.
3. 96 Chesapeake Energy Corporation (CHK), CEO Nick Dell’Osso on Q4 2021 Results -
4. Earnings Call Transcript, SEEKING ALPHA (Feb. 24, 2022),
  1. 85. OPEC, however, was not surprised. In early 2021, OPEC estimated that U.S. shale
  2. production would see a significant annual drop. Reuters reported that anonymous OPEC sources
  3. confirmed “[t]he lack of a shale rebound could make it easier for OPEC and its allies to manage
  4. the market.”97 OPEC also signaled that the price war was over. Secretary General Barkindo told
  5. Reuters that “U.S. shale is an important stakeholder in our global efforts to restore balance to the
  6. oil market” and that Independents and OPEC “have a shared responsibility in this regard.”98
  7. F. 2022-2023: $200 a barrel? No Thanks
  8. 86. In 2022, after Russia invaded Ukraine, crude oil prices spiked. Unlike the steep
  9. fall in demand during the early days of COVID-19, this was a supply-side shock that resulted in a
  10. decrease in the volume of oil available in the U.S. market, both from increased strain on supply
  11. chains, and more importantly, the separation of Russia’s oil production from the world market.
  12. 87. By mid-2022, oil crossed $120 a barrel. At this price, oil cost more than at any
  13. point during the five-year runup to the OPEC Price War, and nearly quadruple the 2016 price war
  14. low water mark.
  15. 88. OPEC responded to the possibility that the high prices might recede with further
  16. production restraint, including cuts in October 2022 of “two million barrels per day.” These
  17. amounts were announced as crude prices began to normalize from their near-record highs, and
  18. were intended to “stabilize the recent fall in global energy prices.”99
  19. 89. Despite record prices in 2022 and consistently high prices in 2023, in a break from
  20. their prior behavior,100 Defendants refused to increase production in an independently
  21. economically rational manner:
22 23 https://seekingalpha.com/article/4489980-chesapeake-energy-corporation-chk-ceo-nick- dellosso-on-q4-2021-results-earnings-call.
97 Lawler & Hiller, supra n.80.
98 Id. 99 Jeff Stein, et al., OPEC, Allies Move to Slash Oil Production, Eliciting Blistering White
House Response, THE WASH. POST (Oct. 5, 2022), https://www.washingtonpost.com/ business/2022/10/05/opec-plus-oil-cut-russia-saudi-arabia/.
100 See Lawler & Scheyder, supra n.51; Erik Norland, As Oil Prices Plunge, What Will Swing
Producers Do?, CME GROUP (Nov. 21, 2018), https://www.cmegroup.com/education/featured-
1. a. In February of 2022, as Russian troops staged on the Ukrainian border in
2. advance of the invasion, Sheffield again made comments that support the
3. existence of an agreement between and among Defendants: “In regard to the
4. industry, it’s been interesting watching some of the announcements so far, the
5. public[ly listed] [I]ndependents are staying in line” and “I’m confident they
6. will continue to stay in line.”101 Indeed, following the massive 2022 oil price
7. spike during which oil prices increased 20% between just January and February
8. 2022, Sheffield emphasized, “[w]hether it’s $150 oil, $200 oil, or $100 oil,
9. we’re not going to change our growth plans[.]”102
10. b. Later in February, other Defendants signaled their alignment. During an
11. earnings call, Defendant Continental’s CEO Berry confirmed, “[w]e project
12. generating flat to 5% annual production growth over the next five years
13. . . . .”103
14. c. Defendant Diamondback’s executive Stice explained on February 22, 2023,
15. “we have no reason to put growth before returns . . . we will continue to be
16. disciplined.”104
17. d. Bloomberg reported on February 24, 2022 that Defendant “EOG Resources
18. Inc. plan[ned] to restrain oil growth [in 2022] despite surging prices, falling
19. into line with most other major U.S. independent shale producers like

reports/as-oil-prices-plunge-what-will-swing-producers-do.html (in the past, “higher [crude oil] prices incentivized an enormous increase in U.S. production”, and even OPEC members
understood that “[i]t’s normal for shale oil, tight oil [production] to increase . . . whenever oil prices support it.”).
101 Tsvetana Paraskova, Not Even $200 Oil Will Make Shale Giants Drill Aggressively,
OILPRICE.COM (Feb. 18, 2022), https://oilprice.com/Energy/Energy-General/Not-Even-200-Oil- Will-Make-Shale-Giants-Drill-Aggressively.html#:~:text=The%20largest%20U.S.%20shale
%20producers,shale%20firms %20said%20this%20week. 102 Id.
103 Id.
104 Geert De Lombaerde, Diamondback to Keep Production Flat, Invest $1.75 Billion in 2022, OIL & GAS J. (Feb. 23, 2022), https://www.ogj.com/drilling-production/article/
14234465/diamondback-to-keep-production-flat-invest-175b-in-22.
1. [Defendant] Pioneer Natural Resources and [Defendant] Continental
2. Resources[, who] are also limiting increases to less than 5% this year.”105
3. e. In March 2022, Occidental Petroleum’s CEO Vicki Hollub stated that
4. Occidental had a “huge inventory of high-quality investments” available
5. around the world, especially in U.S. shale, but was not acting on those
6. opportunities to expand production, instead focused on maintaining high
7. profits.106
8. f. On an August 2022 earnings call, Defendant EOG said it planned to keep
9. production growth to “low single digits” in 2023 and it was “committed to
10. remaining disciplined” despite ideal economic conditions for production
11. increases.107 In 2022, EOG increased production by only 4% and said it was
12. targeting the same increase in 2023.108
13. g. In January 2023, Sheffield confirmed that the “aggressive growth era of US
14. shale is over” and that Pioneer and the other Defendants were “no longer a
15. swing producer.”109
16. h. When asked in a March 2023 interview why Occidental was not using its profits
17. to “drill more wells” and “bring down prices,” Defendant Occidental’s
18. President, Vicki Hollub responded that “prices are in a good place right now,” 19

105 Kevin Crowley, EOG Holds Back Oil-Production Growth in Line with Shale Peers, BLOOMBERG (Feb. 24, 2022), https://www.bloomberg.com/news/articles/2022-02-24/eog-holds-
back-oil-production-growth-in-line-with-shale-peers.
106 Pippa Stevens, Oil Producers in a ‘Dire Situation’ and Unable to Ramp Up Output, Says Oxy CEO , CNBC (Mar. 8, 2022), https://www.cnbc.com/2022/03/08/oil-producers-in-a-dire-
situation-and-unable-to-ramp-output-says-oxy-ceo.html. 107 EOG Resources (EOG), Q2 2022 Earnings Call Tr., THE MOTLEY FOOL (Aug. 5, 2022),
https://www.fool.com/earnings/call-transcripts/2022/08/05/eog-resources-eog-q2-2022- earnings-call-transcript/.
108 Liz Hampton, U.S. Shale Producer EOG Sticks to 4% Annual Output Growth, REUTERS
(Aug. 5, 2022), https://www.reuters.com/business/energy/us-shale-producer-eog-maintain-low- single-digit-oil-output-2022-08-05/.
109 Derek Brower and Myles McCormick, What the End of the US Shale Revolution Would Mean for the World, FIN. TIMES (Jan. 15, 2023), https://www.ft.com/content/60747b3b-e6ea-
47c0-938d-af515816d0f1.
1. “gas prices at the pump are not so bad at this price,” and Occidental had no
2. intention of increasing production to meet global demand and lower U.S.
3. consumer gas prices, despite having the ability to profitably increase
4. production.110
5. 90. Again, knowing Independents’ breakeven prices were continuing to fall,111 oil
6. industry observers expressed disbelief at Defendants’ refusal to compete for market share:
7. a. In the words of the Washington Post, the price increases following the Russian
8. invasion were a “clear signal to raise [shale] production; we’re talking Bat-
9. Signal clarity here.”112
10. b. A February 2022 Bloomberg article wondered why Defendant EOG wouldn’t
11. “take advantage of higher prices by pumping more crude from its shale fields.”
12. The article said that EOG “plan[ned] to restrain oil growth this year despite
13. surging prices, falling into line with most other major U.S. independent shale
14. producers.”113

110 Ian Thomas, U.S. Won’t Reach a New Record in Oil Production ‘Ever Again,’ Says Pioneer Natural Resources CEO , CNBC (Mar. 9, 2023), https://www.cnbc.com/2023/03/09/us-
wont-reach-new-record-oil-production-ever-again-pioneer-ceo.html. 111 E.g., Press Release, Continental Resources Announces Record 2021 Results; 2022
Projections Highlight Increasing Cash Flow and Corporate Returns, News Release (Exhibit 99.1), SEC ARCHIVES (Feb. 14, 2022), https://www.sec.gov/Archives/edgar/data/
732834/000119312522042827/d272362dex991.htm (Defendant Continental reported that for 2022 it was “projecting an approximately $30 WTI free cash flow breakeven price.”); Centennial
Resource Development Inc., 2022 Corporate Sustainability Report, PERMIAN RES.COM (2022), https://permianres.com/wp-content/uploads/2022/08/Centennial-2022-Corporate-Sustainability-
Report.pdf. ($32 breakeven for Defendant Centennial); Using Scenarios to Understand Risks, Opportunities, CHESAPEAKE ENERGY (2023), https://sustainability.chk.com/climate/portfolio-
resilience/ (Defendant Chesapeake breakeven between $33 and $42); Investor Relations Presentation, May 2022, HESS CORP. (May 2022), https://investors.hess.com/static-
files/3814592c-05ea-4659-9651-88012e29468f (Defendant Hess breakeven ~$45); The Value Portfolio: Pioneer Natural Resources is Heavily Undervalued, SEEKING ALPHA (Aug. 9, 2023),
https://seekingalpha.com/article/4593056-pioneer-natural-resources-heavily-undervalued (Defendant Pioneer breakeven $39); Irina Slav, Running Out of Sweet Spots: Shale Growth May
Not Materialize, MARKETS INSIDER (Feb. 7, 2022), https://markets.businessinsider.com/news/ stocks/running-out-of-sweet-spots-the-biggest-problem-for-us-shale-1031168908
(“Technologically, oil and gas resources can be stretched to near infinity as drilling technology advances further and further.”).
112 Denning, supra n.14.
113 Crowley, supra n.105.
1. c. In March 2022, a CNBC anchor observed: “I know we keep hearing about this
2. key code word from all of the oil companies right now that they are
3. ‘disciplined,’ but when you see oil at north of 120 dollars a barrel, I mean it’s
4. one thing to be disciplined, it’s another thing to miss an opportunity.”114
5. d. Again in March 2023, the Financial Times published an article titled, “Oil
6. executives warn of higher prices now that OPEC is back ‘in charge.’”115
7. Another March 2023 article, this one from CNBC, was titled “US won’t reach
8. a new oil record in oil production ‘ever again’ says Pioneer Natural Resources
9. CEO.”116
10. e. On April 3, 2023, after OPEC made further cuts, Bloomberg reported that the
11. U.S. shale industry did not plan to “break a three-year trend” by increasing
12. production in response to rising oil prices, and would not “rescue” U.S.
13. consumers from high gas prices, despite being “flush with cash after record
14. profits.”117 According to one industry expert, “OPEC and shale are much more
15. on the same team now, with supply discipline on both sides” which “really puts
16. a floor under the price of oil long term.”118
17. 91. Defendants also continued meeting with OPEC officials in 2022 and 2023:
18. a. 2022: Once again, Defendants met with OPEC officials during the 2022
19. CERAWeek Conference in Houston, Texas between March 6-10, 2022.
20. Reuters reported that at the time of this conference, “[i]t was at least the fourth 21
  1. 114 Stevens, supra n.106.
  2. 115 Myles McCormick, Derek Brower, & Justin Jacobs, Oil Executives Warn of Higher Prices Now that OPEC Is Back in Charge, FIN. TIMES (Mar. 8, 2023),
  3. https://www.ft.com/content/f1674a6e-39ae-4abb-ae2a-40fefb58d6b9. 116 Ian Thomas, U.S. Won’t Reach a New Record in Oil Production ‘Ever Again,’ Says
  4. Pioneer Natural Resources CEO , CNBC (Mar. 9, 2023), https://www.cnbc.com/2023/03/09/us- wont-reach-new-record-oil-production-ever-again-pioneer-ceo.html.
  5. 117 Kevin Crowley and Mitchell Ferman, Don’t Expect US Shale to Quickly Fill the Gap Left
  6. by OPEC+ Cut, BLOOMBERG (Apr. 3, 2023), https://www.bloomberg.com/news/articles/2023-04- 03/opec-surprise-cut-won-t-be-filled-by-us-shale-oil?in_source=embedded-checkout-banner.
  7. 118 Id.
    1. time since 2017 that U.S. shale oil producers and OPEC officials have held
    2. such meetings to discuss energy concerns.”119 In Houston, Defendants and
    3. OPEC “gathered in a private room at a restaurant and U.S. producers presented
    4. OPEC Secretary General Barkindo with a bottle labeled ‘Genuine Barnett
    5. Shale’ – from the oilfield that launched the shale revolution. Barkindo proudly
    6. displayed the memento as he left the meeting, which included executives from
    7. Hess Corp . . . and Chesapeake Energy.”120 As Reuters noted, Defendants and
    8. OPEC “found themselves on similar sides as oil prices have surged well above
    9. $100 a barrel: in no rush to rapidly boost production.”121 Chesapeake CEO
    10. Domenic Dell’Osso confirmed that “[w]ere shale to ramp up output only to
    11. have prices fall, we have destroyed a lot of value for shareholders and haven’t
    12. helped the problem.”122
    13. b. 2023: In March, 2023, FT reported that “about two dozen [U.S. shale
    14. executives] including [Defendants’ executives:] Sheffield [of Pioneer], . . .
    15. Nick Dell’Osso of Chesapeake Energy, Travis Stice of Diamondback Energy,
    16. Vicki Hollub of Occidental Petroleum, and John Hess of Hess Corporation met
    17. with OPEC Secretary General[-elect] Haitham Al Ghais123 for a private dinner 18
  19 119 Liz Hampton & Arathy Somasekhar, OPEC Meets with U.S. Shale Executives as Oil
  1. Prices Skyrocket, REUTERS (Mar. 7, 2022), https://www.reuters.com/business/opec-meet-with-us- shale-executives-us-energy-conference-oil-prices-skyrocket-2022-03-08/. In attendance: EQT
  2. Corp Chief Executive Officer Toby Rice, Hess Corp CEO John Hess and Chesapeake Energy CEO Domenic Dell’Osso.
  3. 120 Hampton, supra n.29.
  4. 121 Id.
  5. 122 Id. 123 In January 2022, OPEC declined to grant Mohammad Sanusi Barkindo a third term as
  6. Secretary General and chose Haitham Al-Ghais, a veteran oil official from Kuwait, as his successor. Barkindo was scheduled to leave his position at the end of July 2022, but on July 5, he
  7. passed away. According to the New York Times, “[t]here is no indication that the change of leadership will influence how much oil OPEC produces.” Stanley Reed, Mohammad Barkindo,
  8. OPEC’s top official, dies, THE N.Y. TIMES (July 6, 2022), https://www.nytimes.com/2022/07/06/ business/opec-barkindo.html#:~:text=Barkindo%20was%20scheduled%20to%20leave,how%20
  9. much%20oil%20OPEC%20produces.
  1 2 3 4 5 6 7 8 9 10 11 OPEC. 12 in a downtown Houston steakhouse” to reaffirm their agreement to restrict production, “[d]espite recent record profits.”124 During this dinner, it was reported that “[t]he shale executives pressed Al Ghais on how much spare production capacity OPEC could deploy, and offered their own assessment of how much extra output the US could deliver this year ‒ a range between 400,000 and 600,000 b/d, according to one person at the dinner.”125 In the article, Sheffield doubled down on his support of OPEC, “I think the people that are in charge now are three countries ‒ and they’ll be in charge the next 25 years Saudi first, UAE second, Kuwait third.”126
  1. Early in 2023, Defendants removed all doubt that they were coordinating with
  2. On January 5, 2023, Defendant Pioneer’s CEO Sheffield stated that “OPEC
  1. ministers are frustrated over the recent price fall,” before predicting that forthcoming production
  2. was “going to change If [price] stays too low, it wouldn’t surprise me if [OPEC] ha[s] another
  3. cut . . . . [W]e’ll see what happens in the next 90 days.”127
  4. 94. 87 days later, OPEC “shocked traders around the world”128 when it announced a
  5. “surprise” production cut, when OPEC “had been largely expected to stick to its already agreed
  6. 2m bpd cuts.”129 19
  20
21. 124 Myles McCormick, et al., Oil Executives Warn of Higher Prices Now that OPEC Is Back
22. in Charge, FIN. TIMES (Mar. 8, 2023), https://www.ft.com/content/f1674a6e-39ae-4abb-ae2a- 40fefb58d6b9.
23. 125 Id.
24. 126 Id. 127 Kevin Crowley, One Shale Executive Correctly Called OPEC+’s Surprise Output Cut,
25. BLOOMBERG (Apr. 4, 2023), https://www.bloomberg.com/news/articles/2023-04-04/one-shale- executive-correctly-called-opec-s-surprise-output-cut?sref=NqTCpwwa#xj4y7vzkg.
26. 128 Id.
27. 129 Reuters, OPEC+ Announces Surprise Cuts in Oil Production, THE GUARDIAN (Apr. 2, 2023), https://www.theguardian.com/business/2023/apr/02/opec-announces-surprise-cuts-in-oil-
28. production-of-about-115-mbpd.
  1. 95. In between Sheffield’s prediction and the reveal, on March 27, 2023, news
  2. emerged that some Defendants, including at least Pioneer (Sheffield’s company) and EOG, had
  3. pulled back the hedge positions they had previously established to protect against downward oil
  4. price movements. This left Defendants “suddenly vulnerable” and exposed them to massive
  5. economic risk if oil prices went down.130
  6. 96. Indeed, Defendant Pioneer’s CEO Sheffield defended the extraordinarily risky
  7. move, stating “we’re not going to hedge,” and that he was still “optimistic that we’ll see $100 a
  8. barrel before the end of the year.”131
  9. 97. Less than a week after news emerged of Defendants’ exposed positions, on April
  10. 2, 2023, OPEC announced their “surprise” production cut, slashing 1.15 million barrels of oil
  11. production per day.132 Defendants’ failure to hedge was inexplicable but for their advanced
  12. knowledge of OPEC’s planned production cuts.
  13. 98. In April 2023, an energy analyst succinctly summarized the effects of Defendants’
  14. output constraint agreement: In its early days, shale behaved like a dimmer, with output growth accelerating
  15. proportionally as oil prices were dialed up. That ability to respond quickly to the
  16. market was due to the speed at which shale wells could be developed: a few months compared to the years or decades of Big Oil projects. Today, shale is as responsive
  17. as in the past. But there’s a difference. The dimmer appears to be capped at a certain level: No matter how high oil prices go above that level – say $100 a
  18. barrel – the industry will no longer add rigs to sop up market share. Rather, it will stay put and go into harvest mode with existing wells – that’s exactly what
  19. happened in 2022, much to the consternation of the White House, which urged
  20. shale companies to drill more.133
  21. 99. Independents had the ability to increase production and gain market share, they just
  22. chose not to:

23 24

130 Justin Jacobs, Shale Oil Drillers Left Exposed After Pulling Back Price Hedges, FIN. TIMES (Mar. 28, 2023), https://www.ft.com/content/c3baf69f-41fc-42ea-b13a-5ef6f546e143.
131 Id.
132 Reuters, supra n.129.
133 Blas, supra n.21.

Table 1: Defendants’ U.S. Oil Production Growth Rates In pre- and post-Class Period

Defendant	2017-2019 U.S. Oil Production Growth Rate (Comparison Period)	2021-2023 U.S. Oil Production Growth Rate (Class Period)
Centennial/Permian134	123%	56%
Chesapeake	31%	-63%
Continental	43%	42%
Diamondback	220%	19%
EOG	36%	6%
Hess	25%	-6%
Occidental	89%	8%
Pioneer	34%	3%
Defendants’ Production Weighted Average	63%	14%
Average Crude Oil Price per Barrel	$55.01	$78.42
Average U.S. Consumer Gasoline Price	$2.67	$3.61

2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 100. Defendants’ production restraint agreement worked. Defendants are reaping the 17 rewards in the form of massive revenue increases, while not reinvesting that additional revenue 18 into new production. Compare Figure 3 with Figures 4, 5, 6, 7, 8, 9, and 10 (recording Defendants’ 19 revenue growth after 2020). 20 21 22 23 24

134 On September 1, 2022, Centennial Resources merged with Colgate Energy Partners II,
LLC to form Permian Resources. Centennial, Colgate Finalize $3.9B Merger; Debut as Permian Resources Corp, SHALE EXPERTS (Sept. 1, 2022), https://www.shaleexperts.com/articles/
Centennial-Colgate-Finalize-3.9B-Merger-Debut-as-Permian-Resources-Corp_999951603. Accordingly, the 56% figure listed in Table 1 for Centennial is its 2021-2022 pre-merger growth
rate as public figures do not permit Plaintiffs to back-out production figures from Colgate’s rigs post-acquisition.

Figure 3, U.S. Shale Producer’s Reinvestment Rate (capital expenditure as a percentage of

operational cash flow)

13 Figure 4. Pioneer’s Annuel Revenue (USD)

1 Figure 5. Permian/Centennial’s Annuel Revenue (USD)

13 Figure 6. Chesapeake’s Annuel Revenue (USD)

1 Figure 7. Continental’s ’s Annuel Revenue (USD)

Figure 8. Diamondback’s Annuel Revenue (USD)

1 Figure 9. EOG’s Annuel Revenue (USD)

14 Figure 10. Occidental’s Annuel Revenue (USD)

G. Defendants’ “Restraint” Is Economically Irrational, Absent Agreement
101. The terms Defendants used may have varied: being “disciplined,” or focusing on
“value growth,” or “staying in line,” or operating for “shareholder returns.” But they are all code

words for each Defendants’ agreement to coordinate and restrain domestic shale oil production.
Further, Defendants’ repeated public confirmation of their production discipline was an admission
that they each had spare productive capacity that they chose not to utilize.
102. In a competitive market for arguably the most important commodity on earth: crude
oil, expanding production to take advantage of prices above your breakeven is the economically
rational response. If you do not, your competitor will; taking margin share and reinvesting their
additional profits into further productive capacity and/or efficiency gains. Defendants taught
OPEC this lesson during the Shale Revolution.
103. In a competitive market, no single Defendant would restrain production unless they
knew their competitors would also restrain their production. No business in a competitive market
would turn down opportunities to make three times marginal cost (i.e., breakeven), and couch that
economically irrational decision with a preposterous statement about focusing on “shareholder
returns.” In a competitive market, if you are not drilling that oil, someone else is.
104. And others did drill some of that oil. Notoriously conservative and well-known to
view fracking as a waste of time (in part because their overhead structure made small-scale
operations relatively more expensive), the supermajors started investing in shale in 2021 and 2022
at rates previously unseen, in direct response to U.S. shale producers “underinvesting as an
industry”:135
a. ExxonMobil planned to boost its 2022 production level in the Permian Basin
by 25% in response to record high crude oil prices.136
b. Similarly, Chevron planned on a 10% increase in the same region in 2022
“from an even larger production base.”137 23

135 Clifford Krauss, What Exxon & Chevron are Doing with Those Big Profits, THE N.Y.

TIMES (Feb. 1, 2023), https://www.nytimes.com/2023/02/01/business/energy- environment/exxon-chevron-oil-gas-profit.html.
136 Kevin Crowley, et al., Exxon and Chevron Plan Permian Oil Surge as Peers Preach
Caution, BLOOMBERG (Feb. 2, 2022), https://www.bloomberg.com/news/articles/2022-02- 01/exxon-joins-chevron-in-permian-oil-surge-as-peers-preach-caution.
137 Id.
1. c. Mid way through 2022, Chevron anticipated a “15% year-over-year increase”
2. in shale oil production from 2021 and promised to continue “bolstering
3. production.”138
4. d. In May 2023, ExxonMobil Chief Executive Darren Woods said that Exxon is
5. hoping to double the amount of oil produced from its U.S. shale holdings over
6. a five-year period using new technologies.139
7. 105. Smaller, non-public shale companies drilled some of that oil, too. In 2022,
8. “[s]maller, privately held firms . . . raised production in response to higher prices and are going
9. full steam ahead.”140 Due to the gap in production left by Defendants, these smaller private
10. producers “lead output gains during the highest [crude oil] prices in seven years.”141 For example,
11. Reuters reported that, “Tall City Exploration, a privately-backed Permian [basin] producer, added
12. a second drilling rig . . . and is eying a three-fold increase” from 2021 in 2022 production.142
13. 106. But small shale oil producers going from one rig to two is not enough to
14. meaningfully move U.S. production when Defendants control 18% of the total active oil rigs in
15. the U.S., including conventional oil rigs and rigs owned by supermajors.143 With those rigs, in
16. 2023 Defendants were responsible for approximately 16.2% of U.S. total crude oil production
17. (including conventional crude oil). Defendants are able to leverage their collective market share
18. because of how fragmented the domestic oil market is: of the 247 companies operating oil rigs in 19

138 Chevron to Boost Permian Oil Production as Demand for Reliable Energy Grows, CHEVRON (June 16, 2022), https://www.chevron.com/newsroom/2022/q2/chevron-to-boost-
permian-oil-production-as-demand-for-reliable-energy-grows.
139 Sabrina Valle, Exxon CEO Says Technology Advances Could Double Its Shale Output, REUTERS (June 1, 2023), https://www.reuters.com/business/energy/exxon-ceo-says-5-year-
program-could-double-its-shale-output-2023-06-01/. 140 Liz Hampton, U.S. Shale Oil Forecasts Keep Rising as Smaller Producers Lead the Way,
Reuters (Mar. 2, 2022), https://www.reuters.com/business/energy/us-shale-oil-forecasts-keep- rising-smaller-producers-lead-way-2022-03-02/.
141 Id.
142 Id.
143 Data obtained from https://oilgasleads.com/top-drilling-company/ on December 11, 2023. Figures reflect a snapshot of rigs operating at December 2023.

the U.S., 162 companies are running just one rig.144 Only 10 companies own 15 or more rigs ‒
five are Defendants (EOG, Occidental, Pioneer, Diamondback, and Continental), and three of the
other five are supermajors (Exxon, Chevron, and ConcoPhillips).145
107. Moreover, Defendants’ market power is exacerbated by the fact that conventional
oil production in the U.S. is largely fixed, and cannot quickly add or remove production volume
in response to price changes.
108. OPEC believes itself to be outside the reach of the Sherman Act, so OPEC doesn’t
use code words when describing its coordination with, and the coordination amongst, Defendants:
OPEC and Defendants “collaborate,”146 “compare[] notes[s],”147 “work together to exchange
views,”148 discuss “how [OPEC and Defendants] should proceed going forward,”149 “further
explore the mechanic of achieving [OPECs and Defendants’] common objective,”150 and discuss
OPECs and Defendants’ “shared responsibility”151 for global oil markets.
109. Whether expressed in code words or frank terms, Defendants’ agreement by and
between themselves and OPEC to coordinate U.S. domestic shale oil production is per se illegal
under the Sherman Act.
V. PLUS FACTORS
110. The presence of a number of factors, referred to as “plus factors” and “super plus
factors” render the U.S. shale oil industry highly conducive to collusion. Plus factors are
“economic actions and outcomes, above and beyond parallel conduct by oligopolistic firms, that 20 21 144 Id.
1. 145 See supra n.143.
2. 146 DiChristopher, supra n.62. 147 OPEC bulletin Special Edition, supra n.49, at 51(OPEC Secretary General Barkindo).
3. 148 DiChristopher, supra n.62.
4. 149 OPEC bulletin Special Edition, supra n.49, at 51 (OPEC Secretary General Barkindo).
5. 150 Blas & Smith, supra n.30 (OPEC Secretary General Barkindo). 151 Sam Meredith, OPEC Calls on US Shale Oil Producers to Accept ‘Shared Responsibility’
6. of Slashing Global Supply, CNBC (Oct. 10, 2017), https://www.cnbc.com/2017/10/10/opec-calls- on-us-shale-oil-producers-to-accept-shared-responsibility.html (OPEC Secretary General
7. Barkindo).
1. are largely inconsistent with unilateral conduct but largely consistent with explicitly coordinated
2. action,” and therefore support an inference of collusion.152 “Super plus factors are actions or
3. outcomes that would almost never be observed in the absence of collusion, [such that], it is
4. reasonable to presume that the cartel finds these conducts or outcomes important to the
5. implementation and operation of the collusive structures.”153
6. 111. The following plus and super plus factors alleged herein support an inference that
7. Defendants’ actions constituted a per se unlawful price-fixing conspiracy, not merely parallel
8. conduct:
9. a. The market conditions for U.S. shale oil are favorable to collusion. As
10. discussed above, the U.S. shale oil industry is highly fragmented, with a small
11. number of larger producers and hundreds of smaller producers. These larger
12. producers (Defendants) have excess capacity; and have industry trade
13. associations they regularly take part in, giving them ample time and
14. opportunity to coordinate supply restraints and curtail cheating on the
15. conspiracy. As detailed above, Defendants did in fact meet during trade
16. association gatherings, including annually at the CERAWeek Conference in
17. Houston, TX, to discuss their internal cooperation and the overall cooperation
18. with OPEC by all Defendants to maintain that excess capacity.
19. b. The market conditions for crude oil sold in the U.S. are susceptible to the price
20. effects of collusion because it, and the downstream products for which it is the
21. key input, is a daily-use commodity that has no substitute for many purchasers
22. and high switching costs for the remainder, leading to highly inelastic
23. demand.154
24
1. 152 William E. Kovacic, et al., Plus Factors and Agreement in Antitrust Law, 110 MICH. L. REV. 393, 393 (2011).
2. 153 See id. at 426.
3. 154 Gasoline itself has highly inelastic demand, meaning that very few consumers will switch to alternative products as the price at the pump rises. This reinforces the inelasticity of upstream
4. demand for crude oil.
  1. c. Defendants’ actions were against Defendants’ independent self-interests but
  2. for the existence of an agreement. As detailed above, Defendants repeatedly
  3. met with each other and OPEC representatives and discussed amongst
  4. themselves and with OPEC representatives their confidential business plans,
  5. including forward-looking production and capacity information. No rational
  6. business would share this proprietary and competitively sensitive information
  7. with a direct competitor, absent collusion. Following these exchanges,
  8. Defendants then decided not to increase their respective production volumes
  9. when that would have been in their individual rational economic best interests,
  10. given rising prices. Instead, Defendants withheld production in a manner that
  11. would only be in their individual rational economic best interests if Defendants
  12. had an agreement between themselves and OPEC to coordinate production
  13. levels so as to maintain crude oil prices at artificially high levels. Defendants
  14. repeatedly communicated forward-looking production data and publicly
  15. commented on each other’s production announcements in a manner that would
  16. be irrational, absent an agreement.
  17. VI. ANTITRUST INJURY
  18. A. Defendants’ Agreement to Constrain Shale Oil Production Has Inflated the Price of Crude Oil Throughout the Class Period
    19 112. Historically, global crude oil demand was primarily met by oil obtained from 20 conventional drilling. Following the Shale Revolution, the influence of U.S. shale production on 21 crude oil prices (and gasoline prices) is undeniable, a fact recognized by market analysts and 22 economists. 23 a. A Forbes article from 2019, claims that “without the U.S. shale oil boom, 24 [crude] oil prices would have never dropped back below $100/bbl” because, 25 26 27 28
    1. since 2008, “U.S. oil production increased by 8.5 million bpd ‒ equal to 73.2%
    2. of the global increase in production.”155
    3. b. In a 2017 article titled “The oil market in the age of shale oil,” economists
    4. concluded that, since 2014, US shale oil has affected oil prices by increasing
    5. global crude oil supply and influencing OPEC policies.156
    6. c. In October 2019, the Executive Office of the U.S. President’s Council of
    7. Economic Advisors declared that the U.S. shale revolution has “reduced the
    8. global price of oil by 10 percent” since 2007.157
    9. d. In 2020, economists from the Federal Reserve Bank of Dallas found that
    10. without the shale oil revolution, oil prices would have risen by 36% in 2018.158
    11. e. In 2023, an article in the International Journal of Energy Economics and Policy
    12. states that, in the past, “[t]he increase in US crude oil production, driven by
    13. shale oil . . . significantly increased oil supply, directly affecting the price of
    14. crude oil ”159
    15. 113. As noted above, U.S. Independents’ output decisions have a disproportionate
    16. impact on the price of crude oil because they are swing producers for the global market.160 When
    17. competing with each other (and OPEC), as the largest Independents in a very fractured production 18
19 21
155 Robert Rapier, The U.S. Accounted for 98% of Global Oil Production Growth in 2018, FORBES (June 23, 2019), https://www.forbes.com/sites/rrapier/2019/06/23/the-u-s-accounted-for- 98-of-global-oil-production-growth-in-2018/?sh=249e989b5125.

156 Irma Alonso Alvarez 7 Virginia Di Nino, The oil market in the age of shale oil, 8 ECB ECON. BULLETIN, 57-74 (2017). 24
157 The Value of U.S. Energy Innovation & Policies Supporting the Shale Revolution, COUNCIL OF ECON. ADVISORS (Oct. 2019), https://trumpwhitehouse.archives.gov/wp- content/uploads/2019/10/The-Value-of-U.S.-Energy-Innovation-and-Policies-Supporting-the-
1. Shale-Revolution.pdf. 158 Nathan S. Balke, et al., The Shale Revolution and the Dynamics of the Oil Market, FED.
2. RESERVE BANK OF DALLAS (June 17, 2020), https://www.dallasfed.org/- /media/documents/research/papers/2020/wp2021.pdf.
3. 159 Rodhan, supra n.22, at 433-43.
4. 160 Lee, supra n.20.
1. landscape, Defendants have sufficient market power to dictate whether the U.S. can produce
2. enough shale oil in response to high crude prices to “swing” the market and push prices down.
3. 114. Defendants acknowledge that they have this power, and are choosing not to use it.
4. For example, on March 2, 2022, the New York Times reported that, “[e]xecutives of several
5. companies, including [Defendant] Pioneer Natural Resources . . . and [Defendant] Continental
6. Resources, have said in recent days that they were committed to limiting production to avoid
7. oversupplying the market and pushing down prices ”161
8. 115. Since at least 2021, Defendants have collectively coordinated their production
9. decisions, leading to production growth rates lower than would be seen in a competitive market,
10. despite high oil prices and healthy global demand.
11. 116. Despite production increases from supermajors and smaller private producers,
12. Defendants’ production restraint has had a considerable impact on total U.S. shale production. In
13. 2022, U.S. shale oil production increased by only 500,000 barrels, which was 50% short of market
14. analysts’ general yearly estimates.162
15. B. Defendants’ Agreement to Constrain Shale Oil Production Has Inflated the Price of Retail Gasoline Purchased by Plaintiffs and the Class
16 117. Gasoline consumers in the U.S., like Plaintiffs and the proposed class members, 17 purchase gasoline from gas stations. Approximately 54% of the U.S. price of gasoline is 18 comprised of the price of crude oil used in the manufacturing process.163 Consequently, as 19 20 21 22 23 161 Stanley Reed, As Oil Soars, OPEC and Its Allies Decline to Offer Relief, The N.Y. TIMES
(Mar. 2, 2022), https://www.nytimes.com/2022/03/02/business/oil-prices-opec.html.
162 Eric Rosenbaum, Oil CEOs are Doubling Down on Buybacks as Biden Budget Seeks to Quadruple Tax, CNBC (Mar. 7, 2023), https://www.cnbc.com/2023/03/07/oxy-ceo-doesnt-seem-
worried-about-politics-of-buybacks-gas-prices.html. 163 The Four Main Factors that Influence U.S. Gas Prices, U.S. DEP’T OF ENERGY (last
accessed Jan. 12, 2024), https://www.energy.gov/sites/default/files/2023- 04/GasPriceFactors2.jpg. The remainder of gasoline prices are driven by distribution and
marketing costs (16%), refining costs (14%) and taxes (16%).

recognized by the U.S. Energy Information Administration, “[r]etail gasoline prices are mainly
affected by crude oil prices ”164
118. Indeed, Defendants’ own trade association, the American Petroleum Institute
admits that “the price of crude oil is the primary determinant of the price we pay at the pump”165
and that “[n]ationwide on a quarterly basis, crude oil prices have explained more than 90% of the
variation in [U.S.] gasoline prices since 2020.”166 Plaintiffs confirmed this relationship by
conducting their own preliminary regression analysis of monthly U.S. gasoline prices between
2001 and 2023, in which monthly refiner acquisition crude oil prices was the only variable.167
This regression returned a R-square of 90%.168 Put another way, between 2001 and 2023,
Plaintiffs’ preliminary regression found that 90% of gasoline price variations in the U.S. can be
explained by the prevailing crude oil price.
119. That crude oil prices drive gasoline prices is not surprising when one considers
how crude oil moves through the supply chain from Defendants to consumers. Defendants and
other producers of crude oil sell crude oil to refineries, who use chemical separation and reaction
processes to convert crude oil into gasoline and other products (e.g., diesel oil, jet fuel, and other 16
1. 164 Gasoline explained: Gasoline price fluctuation, U.S. ENERGY INFO. ADMIN . (last updated Apr. 19, 2023), https://www.eia.gov/energyexplained/gasoline/price-
2. fluctuations.php#:~:text=Gasoline%20%20 prices%20generally%20follow%20crude%20oil%20 prices.&text=Gasoline%20prices%20tend%20to%20increase,expected%20gasoline%20demand
3. %20or%20consumption. 165 Gas Prices Explained: Five Fast Facts About U.S. Gasoline Prices, AM. PETROLEUM
4. INST ., (last accessed Jan. 12, 2024), https://www.api.org/oil-and-natural-gas/energy-primers/gas- prices-explained#:~:text=The%20primary%20factors%20impacting%20gasoline,gasoline%20
5. retailers%20pay%20to%20distributors.
6. 166 Id. See also Factors that impact gas prices , NACS (Apr. 05, 2023) https://www.convenience.org/Topics/Fuels/The-Price-Per-Gallon (“Retail gasoline prices move
7. an estimated 2.4 cents per gallon for every $1 change in the price per barrel [of crude oil].”). 167 A regression analysis is a statistical method that describes the relationship between two or
8. more variables. The regression method tests the relationship between a dependent variable (here gasoline prices) against independent variables (here crude oil prices). Plaintiffs used the “Refiner
9. Acquisition Cost of Crude Oil” and “Weekly Retail Gasoline” data series maintained by the U.S. Energy Information Administration.
10. 168 R-square is a statistical measure in a regression model that determines the proportion of
11. the variance in the dependent or “response” variable (gasoline price) that can be explained by the independent variable or “mean” (crude oil prices paid by refiners). A R-square of 0% represents
12. a model that does not explain any of the variation in the response variables around the mean and a R-square of 100% represents a model that explains all the variation in the response on the mean.
1. manufacturing feedstocks). The refineries then transport the gasoline to bulk terminal storage
2. facilities. Because crude oil is the main raw material used to refine gasoline sold in the United
3. States, Defendants’ conspiracy had a direct effect on Plaintiffs and members of the Class who
4. were forced to purchase gasoline at artificially inflated levels.
5. Figure 11: U.S. Gasoline Supply Chain
6 7 8 9 10 11 12 13 14 15 16
1. 120. Gas stations purchase gasoline wholesale from refiners (or other gasoline
2. marketers who have purchased from the refineries) at a price that is directly tied to the price that
3. was paid by refineries for crude oil, including crude oil sold to those refineries by Defendants.
4. Gas stations set the price of retail gasoline above the wholesale price they pay, therefore passing
5. on to Plaintiffs and the class any increase in the wholesale price. Indeed, the National Association
6. of Convenience Stores, a body which represents American gas stations, has confirmed that gas
7. stations mark up the price they pay for gasoline by 35 cents a gallon on average when setting the
8. price at the pump.169 This can be seen in Figure 12 immediately below, which shows that U.S.
9. gas prices follow the prices paid by U.S. refineries for crude oil. 26
27 28 169 Lenard, supra n.4.
Figure 12: Refiners Crude Oil Acquisition Costs vs U.S. Average Gasoline Prices
1 (Adjusted for Inflation) 2 3 4 5 6 7 8 9 10 11 12 13 14
1. 121. Therefore, the price of crude oil has a direct effect on the price of retail gasoline.170
2. Because crude oil is the main raw material used to refine gasoline sold in the United States, and
3. because changes in crude oil prices drove changes in gasoline prices paid by Plaintiffs and
4. members of the Classes throughout the relevant period, Defendants’ conspiracy had a direct effect
5. on Plaintiffs and members of the Classes who were forced to purchase gasoline at artificially
6. inflated levels.
7. VII. CLASS ACTION ALLEGATIONS
8. 122. Plaintiffs bring this action on behalf of themselves and under Federal Rule of Civil
9. Procedure 23(a), (b)(1), and (b)(2) as representatives of a class of indirect sellers seeking
10. injunctive relief (“Nationwide Injunctive Relief Class”) defined as: 25
1. 170 Ian Thomas, U.S. won’t reach a new record in oil production ‘ever again,’ says Pioneer Natural Resources CEO , CNBC (Mar. 9, 2023), https://www.cnbc.com/2023/03/09/us-wont-
2. reach-new-record-oil-production-ever-again-pioneer-ceo.html (In his 2023 State of the Union, President Biden said that U.S. gasoline prices were too high because oil producers invested “too
3. little” of their “record profits” to ramp up domestic production and “used those record profits to buy back their own stock, rewarding their CEOs.”).
All persons and entities who purchased retail gasoline for personal use from a gas 1 station in the United States between January 1, 2021 and until the Defendants’ unlawful conduct and its anticompetitive effects cease to persist. 2
1. 123. Plaintiffs also bring this action on behalf of itself and all others similarly situated
2. as a class action under Federal Rules of Civil Procedure 23(a) and 23(b)(3), seeking damages as
3. well as equitable relief, on behalf of the following Class (“State Law Class”):
4. All persons and entities who purchased retail gasoline for personal use from a gas station in Alabama, Arizona, California, Colorado, Connecticut, the District of
5. Columbia, Florida, Hawaii, Illinois, Iowa, Kansas, Maine, Maryland, Michigan, Minnesota, Mississippi, Nebraska, Nevada, New Hampshire, New Mexico, New
6. York, North Carolina, North Dakota, Oregon, Rhode Island, South Dakota, Tennessee, Utah, and/or Vermont between January 1, 2021 and until the
7. Defendants’ unlawful conduct and its anticompetitive effects cease to persist.
8. 124. Specifically excluded from these Classes are Defendants; the officers, directors, or
9. employees of any Defendant; any entity in which any Defendant has a controlling interest; and
10. any affiliate, legal representative, heir, or assign of any Defendant. Also excluded from both
11. Classes are any federal, state, or local governmental entities, any judicial officer presiding over
12. this action and the members of his/her immediate family and judicial staff, any juror assigned to
13. this action, and any co-conspirator identified in this action.
14. 125. Both Classes are so numerous as to make joinder impracticable. Plaintiffs do not
15. know the exact number of Class members but the above-defined classes are readily identifiable
16. and are ones for which records should exist. Plaintiffs believe that due to the nature of the product
17. market there are at least millions of members of both Classes in the United States.
18. 126. Common questions of law and fact exist as to all members of both Classes.
19. Plaintiffs and both Classes were injured by the same unlawful price-fixing conspiracy, and
20. Defendants’ anticompetitive conduct was generally applicable to all the members of the Classes,
21. and relief to both Classes as a whole is appropriate. Common issues of fact and law include, but
22. are not limited to, the following:
23. a. whether Defendants and their co-conspirators engaged in a combination or
24. conspiracy to fix, raise, maintain, or stabilize the price of crude oil and/or
25. gasoline in the United States; 28
  1. b. the duration of the conspiracy alleged herein and the acts performed by
  2. Defendants and their co-conspirators in furtherance of the conspiracy;
  3. c. whether such combination or conspiracy violated the antitrust and consumer
  4. protection laws of various states;
  5. d. whether the conduct of Defendants and their co-conspirators, as alleged in this
  6. Complaint, caused injury to the Plaintiffs and other members of the Class;
  7. e. whether Defendants caused Plaintiffs and the Class to suffer damages in the
  8. form of overcharges on gasoline;
  9. f. the effect of Defendants’ alleged conspiracy on the prices of retail gasoline sold
  10. in the United States during the Class Period;
  11. g. the appropriate Class-wide measure of damages; and
  12. h. the nature of appropriate injunctive relief to restore competition in the U.S.
  13. market for gasoline.
  14. 127. Plaintiffs’ claims are typical of the claims of Class members, and Plaintiffs will
  15. fairly and adequately protect the interests of both Classes. Plaintiffs and all members of both
  16. Classes are similarly affected by Defendants’ unlawful conduct in that they paid artificially
  17. inflated prices for gasoline sold in the U.S., resulting from price-fixing in the crude oil market by
  18. cartel members.
  19. 128. Plaintiffs’ claims arise out of the same common course of conduct giving rise to
  20. the claims of the other members of the Classes. Plaintiffs’ interests are coincident with and typical
  21. of, and not antagonistic to, those of the other members of the Classes.
  22. 129. Plaintiffs have retained counsel with substantial experience litigating complex
  23. antitrust class actions in myriad industries and courts throughout the nation.
  24. 130. The questions of law and fact common to the members of the Classes predominate
  25. over any questions affecting only individual members, including issues relating to liability and
  26. damages.
  27. 131. Class action treatment is a superior method for the fair and efficient adjudication
  28. of the controversy, in that, among other things, such treatment will permit a large number of
1. similarly situated persons to prosecute their common claims in a single forum simultaneously,
2. efficiently, and without the unnecessary duplication of evidence, effort, and expense that
3. numerous individual actions would engender. The benefits of proceeding through the class
4. mechanism, including providing injured persons or entities with a method for obtaining redress
5. for claims that it might not be practicable to pursue individually, substantially outweigh any
6. difficulties that may arise in management of this class action. Moreover, the prosecution of
7. separate actions by individual members of the Classes would create a risk of inconsistent or
8. varying adjudications, establishing incompatible standards of conduct for Defendants.
9. 132. Plaintiffs know of no difficulty likely to be encountered in the maintenance of this
10. action as a class action under Federal Rule of Civil Procedure 23.
11. VIII. CLAIMS FOR RELIEF
12. A. VIOLATION OF THE SHERMAN ACT
13. COUNT 1
  VIOLATION OF 15 U.S.C. §1
14. (On Behalf of the Nationwide Injunctive Relief Class)
15. 133. Plaintiffs incorporate and reallege, as though fully set forth herein, each and every
16. allegation set forth in the preceding paragraphs of this Complaint.
17. 134. From at least January 1, 2021, and continuing through the present, the exact dates
18. being unknown to Plaintiffs, Defendants and their co-conspirators entered into a continuing
19. agreement, understanding, and conspiracy in restraint of trade artificially to fix, raise, and stabilize
20. price for crude oil and retail gasoline in the United States, including by restraining their respective
21. production volumes, in violation of Section 1 of the Sherman Act (15 U.S.C. §1).
22. 135. In formulating and carrying out the alleged agreement, understanding, and
23. conspiracy, Defendants and their co-conspirators did those things that they combined and
24. conspired to do, including but not limited to the acts, practices, and course of conduct set forth
25. above, and the fixing, raising, and stabilizing of the price of crude oil and retail gasoline.
26. 136. The combination and conspiracy alleged herein has had the following effects,
27. among others: 28
  1. a. Price competition in the sale of crude oil has been restrained, suppressed,
  2. and/or eliminated in the United States;
  3. b. Prices for crude oil sold by defendants and all of their co-conspirators have
  4. been fixed, raised, maintained and stabilized at artificially high,
  5. noncompetitive levels throughout the United States; and
  6. c. Those who purchased retail gasoline indirectly from defendants and their
  7. coconspirators for their personal use have been deprived of the benefits of free
  8. and open competition, and paid artificially high prices for gasoline.
  9. 137. Plaintiffs and members of the classes have been injured and will continue to be
  10. injured in their businesses and property by paying more for retail gasoline purchased indirectly
  11. from the defendants and their co-conspirators for their personal use than they would have paid and
  12. will pay in the absence of the combination and conspiracy.
  13. 138. Plaintiffs and members of the classes are entitled to an injunction against
  14. defendants, preventing and restraining the violations alleged herein.
  15. B. VIOLATIONS OF STATE ANTITRUST LAWS
  16. 139. Plaintiffs repeat and reiterate the allegations set forth above as if fully set forth
  17. herein, and each of the state-specific causes of action described below incorporates the allegations
  18. as if fully set forth therein.
  19. 140. During the Class Period, Defendants and their co-conspirators entered and engaged
  20. in a contract, combination, or conspiracy to fix, decrease, stabilize, or maintain at artificially low
  21. levels, the production of shale oil in various states to unreasonably restrain trade and commerce
  22. and harm consumers in violation of the various state antitrust and consumer protection laws set
  23. forth below.
  24. 141. In formulating and effectuating this conspiracy, Defendants and their co-
  25. conspirators performed acts in furtherance of the combination and conspiracy, including: agreeing
  26. to fix, decrease, maintain, or stabilize shale oil production at artificially low levels, thereby raising,
  27. fixing, and stabilizing crude oil prices, which injured Plaintiffs and members of the Classes;
  28. exchange of competitively sensitive information between and among Defendants; and
1. participating in meetings conversations among themselves in the United States and elsewhere to
2. implement, adhere to, and police the unlawful agreements they reached.
3. 142. Defendants and their co-conspirators engaged in actions described above for the
4. purpose of carrying out their unlawful agreements to fix, increase, maintain, or stabilize crude oil
5. prices at artificially high levels. As a direct and proximate result of Defendants’ conduct, Plaintiffs
6. and members of the Classes were deprived of free and open competition and paid more to purchase
7. gasoline than they otherwise would have in the absence of Defendants’ unlawful conduct. This
8. injury is of the type that the antitrust and consumer protection laws of the below states were
9. designed to prevent and flows from that which makes Defendants’ conduct unlawful.
10. 143. In addition, Defendants have profited significantly from the conspiracy.
11. Defendants’ profits derived from their anticompetitive conduct and come at the expense of and to
12. the detriment of Plaintiffs and members of the Classes.
13. 144. Accordingly, Plaintiffs and the members of the State Law Damages Class in each
14. of the following jurisdictions seek damages (including statutory damages where applicable), to be
15. trebled or otherwise increased as permitted by each particular jurisdiction’s law, injunction (where
16. applicable), and costs of suit, including reasonable attorneys’ fees, to the extent permitted by the
17. following state laws.
18. 145. Defendants’ anticompetitive acts described above were knowing and willful and
19. constitute violations of the following state antitrust and consumer protection statutes.
20. 146. In the Counts that follow, a reference to the “Class” is a reference to the State Law
21. Class unless otherwise specified.
22. COUNT 2: ALABAMA
(On Behalf of Class Members that Purchased Gasoline in Alabama)
23
1. 147. Due to Defendants’ unlawful conduct, (1) competition for crude oil and gasoline
2. was restrained, suppressed, and eliminated within Alabama; (2) gasoline prices in the State of
3. Alabama were raised, fixed, maintained, stabilized at artificially high levels; and (3) individuals
4. have been deprived of free and open competition. Defendants’ agreement was an unlawful
5. agreement to restrain trade in the State of Alabama in violation of ALA. CODE §6-5-60 et seq.
1. Defendants’ conspiracy substantially affected Alabama commerce and accordingly, Plaintiffs and
2. the members of the Class seek all forms of relief available under ALA. CODE §6-5-60 et seq.
3. COUNTS 3 & 4: ARIZONA
4. (On Behalf of Class Members that Purchased Gasoline in Arizona)
  1. Defendants’ conspiracies had the following effects: (1) price competition for crude 5 oil and gasoline was restrained, suppressed, and eliminated throughout Arizona; (2) price of 6 gasoline in the State of Arizona were raised, fixed, maintained, stabilized at artificially high levels; 7 and (3) individuals have been deprived of free and open competition. During the Class Period, 8 Defendants’ illegal conduct substantially affected Arizona commerce. 9
  2. Defendants’ agreement was an unlawful agreement to restrain trade in the State of 10 Arizona in violation of ARIZ. REV. STAT. §44-1401 et seq. Accordingly, Plaintiffs and members 11 of the Class seek all forms of relief available under ARIZ. REV. STAT. §44-1401 et seq. 12
  3. Defendants have engaged in unfair competition or unfair or deceptive acts or
13 practices in violation of Ariz. Rev. Stat. Ann. §44-1521 et seq., and, accordingly, Plaintiffs and 14 members of the Class seek all relief available under that statute. 15 COUNTS 5 & 6: CALIFORNIA
(On Behalf of Class Members that Purchased Gasoline in California)
151. Defendants’ conspiracies had the following effects: (1) price competition for crude
oil and gasoline was restrained, suppressed, and eliminated throughout California; (2) gasoline
prices in the State of California were raised, fixed, maintained, stabilized at artificially high levels;
and (3) individuals have been deprived of free and open competition. During the Class Period,
Defendants’ illegal conduct substantially affected California commerce and consumers.
152. Defendants have entered into an unlawful agreement in restraint of trade in
violation of CAL. BUS. & PROF. CODE §16700 et seq. During the Class Period, Defendants and
their co-conspirators entered into and engaged in a continuing unlawful trust in restraint of the
trade and commerce. Each defendant has acted in violation of CAL. BUS. & PROF. CODE §16720
to fix, reduce, stabilize, and maintain crude oil production. The violations of CAL. BUS. & PROF.
CODE §16720 consisted, without limitation, of a continuing unlawful trust and concert of action
among Defendants and their co-conspirators, the substantial terms of which were to fix, reduce,

maintain, and stabilize the production of domestic shale oil. For the purpose of forming and
effectuating the unlawful trust, Defendants and their co-conspirators have done those things which
they combined and conspired to do, including, but not limited to, the acts, practices and course of
conduct set forth above, and creating a price floor, fixing, raising, and stabilizing the price of
gasoline. As a result of Defendants’ violation of CAL. BUS. & PROF. CODE §16720, Plaintiffs and
members of the Class seek treble damages and their cost of suit, including a reasonable attorneys’
fee, pursuant to CAL. BUS. & PROF. CODE §16750(a).
153. Defendants have engaged in unfair competition or unfair or deceptive acts or
practices in violation of Cal. Bus. & Prof. Code §17200 et seq., and, accordingly, Plaintiffs and
members of the Class seek all relief available under that statute.
COUNTS 7 & 8: COLORADO

(On Behalf of Class Members that Purchased Gasoline in Colorado)

154. Defendants’ conspiracies had the following effects: (1) price competition for crude
oil and gasoline was restrained, suppressed, and eliminated throughout Colorado; (2) gasoline
prices in the State of Colorado were raised, fixed, maintained, and stabilized at artificially high
levels; and (3) individuals have been deprived of free and open competition. During the Class
Period, Defendants’ illegal conduct substantially affected Colorado commerce and consumers.
155. Defendants have violated Colo. Rev. Stat. §6-4-101 et seq. Accordingly, Plaintiffs
and members of the Class seek all forms of relief available under violated Colo. Rev. Stat. §6-4-
101, et seq.
156. Defendants have engaged in unfair competition or unfair or deceptive acts or
practices in violation of Colo. Rev. Stat. §6-1-101 et seq. and, accordingly, Plaintiffs and members
of the Class seek all relief available under that statute.
COUNT 9: CONNECTICUT

(On Behalf of Class Members that Purchased Gasoline in Connecticut)

157. Defendants have entered into an unlawful agreement in restraint of trade in
violation of Conn. Gen. Stat. §35-24 et seq. Defendants’ combinations or conspiracies had the
following effects: (1) price competition for crude oil and gasoline was restrained, suppressed, and

eliminated throughout Connecticut, and (2) gasoline prices in the State of Connecticut were fixed,
controlled, and maintained at artificially high levels; and (3) individuals have been deprived of
free and open competition. During the Class Period, Defendants’ illegal conduct substantially
affected Connecticut commerce. By reason of the foregoing, Defendants have entered into
agreements in restraint of trade in violation of Conn. Gen. Stat. §35-24 et seq. Accordingly,
Plaintiffs and members of the Class seek all forms of relief available under Conn. Gen. Stat. §35-
24 et seq.
COUNTS 10 & 11: DISTRICT OF COLUMBIA
(On Behalf of Class Members that Purchased Gasoline in District of Columbia)
158. Defendants’ combinations or conspiracies had the following effects: (1) price
competition for crude oil and gasoline was restrained, suppressed, and eliminated throughout the
District of Columbia; (2) gasoline prices were raised, fixed, maintained, and stabilized at
artificially high levels throughout the District of Columbia; and (3) Plaintiffs and members of the
Class, including those who resided in the District of Columbia and purchased gasoline in the
District of Columbia, paid supracompetitive, artificially inflated prices for gasoline. During the
Class Period, Defendants’ illegal conduct substantially affected commerce in the District of
Columbia.
159. Defendants have entered into agreements in restraint of trade in violation of D.C.
CODE §28-4501 et seq. Accordingly, Plaintiffs and members of the Class seek all forms of relief
available under D.C. CODE, §28-4501 et seq.
160. Defendants have engaged in unfair competition or unfair or deceptive acts or
practices in violation of D.C. CODE, §28-3901 et seq., and, accordingly, Plaintiffs and members
of the Class seek all relief available under that statute.
COUNTS 12 & 13: FLORIDA
(On Behalf of Class Members that Purchased Gasoline in Florida)
161. Through their actions and actions of co-conspirators, crude oil and gasoline prices
in the State of Florida were raised, fixed, maintained, and stabilized at artificially high level,
thereby injuring Plaintiffs and the Class. Throughout the Class Period, competition in the gasoline

market was restrained, suppressed, and eliminated throughout Florida. Plaintiffs and members of
the Class, including those who purchased gasoline in the State of Florida, paid supracompetitive,
artificially inflated prices for gasoline. During the Class Period, Defendants’ illegal conduct
substantially affected commerce in Florida.
162. Defendants have violated the FLA. STAT. §542.15 et seq., through their
anticompetitive actions. Accordingly, Plaintiffs and members of the Class seek all forms of relief
available under FLA. STAT. §542.15 et seq.
163. Defendants have engaged in unfair competition or unfair or deceptive acts or
practices in violation of Fla. Stat. §501.201 et seq., and, accordingly, Plaintiffs and members of
the Class seek all relief available under that statute.
COUNT 14: HAWAII
(On Behalf of Class Members that Purchased Gasoline in Hawaii)
164. Defendants have violated Haw. Rev. Stat. Ann. §480-1 et seq., through their
actions. See HAW. REV. STAT. §§480-4, 480-13. Through Defendants’ actions and the actions of
their co-conspirators, gasoline prices in the State of Hawaii were raised, fixed, maintained, and
stabilized at artificially high levels, thereby injuring Plaintiffs and the Class. Throughout the Class
Period, price competition for crude oil and gasoline was restrained, suppressed, and eliminated
throughout the State of Hawaii. Plaintiffs and members of the Class, including those who resided
in the State of Hawaii and purchased gasoline in Hawaii, paid supracompetitive, artificially
inflated prices for their gasoline. During the Class Period, Defendants’ illegal conduct
substantially affected commerce in Hawaii. Accordingly, Plaintiffs and members of the Class
seek all forms of relief available under HAW. REV. STAT. ANN. §480-1 et seq.
COUNTS 15 & 16: ILLINOIS
(On Behalf of Class Members that Purchased Gasoline in Illinois)
165. Defendants’ combinations or conspiracies had the following effects: (1) price
competition in the crude oil and gasoline market was restrained, suppressed, and eliminated
throughout the State of Illinois, and (2) gasoline prices were raised, fixed, maintained, and

stabilized at artificially high levels throughout the State of Illinois. During the Class Period,
Defendants’ illegal conduct substantially affected Illinois commerce.
166. Defendants have entered into agreements in restraint of trade in violation of 740
Ill. Comp. Stat. 10/1 et seq. Accordingly, Plaintiffs and members of the Class seek all forms of
relief available under 740 Ill. Comp. Stat. 10/1 et seq.
167. Defendants have engaged in unfair competition or unfair or deceptive acts or
practices in violation of 815 Ill. Comp. Stat. 505/1 et seq, and 720 Ill. Comp. Stat. 295/1a, and,
accordingly, Plaintiffs and members of the Class seek all relief available under that statute.
COUNT 17: IOWA

(On Behalf of Class Members that Purchased Gasoline in Iowa)

168. Defendants have entered into an unlawful agreement in restraint of trade in
violation of IOWA CODE §553.1 et seq. Defendants’ combinations or conspiracies had the
following effects: (1) price competition for crude oil and gasoline was restrained, suppressed, and
eliminated throughout the State of Iowa, and (2) gasoline prices were raised, fixed, maintained
and stabilized at artificially high levels throughout the State of Iowa. During the Class Period,
Defendants’ illegal conduct substantially affected Iowa commerce. By reason of the foregoing,
Defendants have entered into agreements in restraint of trade in violation of IOWA CODE §553.1
et seq. Accordingly, Plaintiffs and members of the Class seek all forms of relief available under
Iowa Code §553.1 et seq.
COUNT 18: KANSAS
(On Behalf of Class Members that Purchased Gasoline in Kansas)
169. Defendants have entered into an unlawful agreement in restraint of trade in
violation of KAN. STAT. ANN. §50-101 et seq. Defendants’ combinations or conspiracies had the
following effects: (1) price competition for crude oil and gasoline was restrained, suppressed, and
eliminated throughout the State of Kansas; (2) gasoline prices in the State of Kansas were raised,
fixed, maintained, and stabilized at artificially high levels; and (3) individuals have been deprived
of free and open competition. During the Class Period, Defendants’ illegal conduct substantially

affected Kansas commerce. Accordingly, Plaintiffs and members of the Class seek all forms of
relief available under KAN. STAT. ANN. §50-101 et seq.
COUNT 19: MAINE
(On Behalf of Class Members that Purchased Gasoline in Maine)
170. Defendants have entered into an unlawful agreement in restraint of trade in
violation of ME. STAT. TIT. 10, §1101. Defendants’ combinations or conspiracies had the
following effects: (1) price competition for crude oil and gasoline was restrained, suppressed, and
eliminated throughout the State of Maine; and (2) gasoline prices in the State of Maine were raised,
fixed, maintained, and stabilized at artificially high levels. During the Class Period, Defendants’
illegal conduct substantially affected Maine commerce. Accordingly, Plaintiffs and members of
the Class seek all relief available under ME. STAT. TIT. 10, §1104.
COUNTS 20 & 21: MARYLAND
(On Behalf of Class Members that Purchased Gasoline in Maryland)
171. Defendants’ combinations or conspiracies detrimentally affected the price
competition in the State of Maryland for crude oil and gasoline by restraining, suppressing, and
eliminating competition. Further, Defendants’ unlawful conduct raised, fixed, maintained, and
stabilized gasoline prices in the State of Maryland at artificially high levels. During the Class
Period, Defendants’ illegal conduct substantially affected Maryland commerce.
172. Defendants violated the MD. CODE ANN., COM. LAW §11-201 et seq., by entering
into unlawful agreement in restraint of trade in the State of Maryland. Accordingly, Plaintiffs and
members of the Class seek all relief available under MD. CODE ANN., COM. LAW §11-201 et seq.
173. Defendants have engaged in unfair competition or unfair or deceptive acts or
practices in violation of Md. Code Ann., Com. Law §13-101 et seq., and, accordingly, Plaintiffs
and members of the Class seek all relief available under that statute.
COUNTS 22 & 23: MICHIGAN
(On Behalf of Class Members that Purchased Gasoline in Michigan)
174. Defendants’ combinations or conspiracies had the following effects: (1) price
competition for crude oil and gasoline was restrained, suppressed, and eliminated throughout the

State of Michigan, and (2) gasoline prices were raised, fixed, maintained, and stabilized at
artificially high levels throughout the State of Michigan. During the Class Period, Defendants’
illegal conduct substantially affected Michigan commerce.
175. Defendants have entered into an unlawful agreement in restraint of trade in
violation of MICH. COMP. LAWS §445.771 et seq. Accordingly, Plaintiffs and members of the Class
seek all relief available under MICH. COMP. LAWS §445.771 et seq.
176. Defendants have engaged in unfair competition or unfair or deceptive acts or
practices in violation of Mich. Comp. Laws §445.903 et seq., and, accordingly, Plaintiffs and
members of the Class seek all relief available under that statute.
COUNTS 24 & 25: MINNESOTA

(On Behalf of Class Members that Purchased Gasoline in Minnesota)

177. Through their actions and actions of co-conspirators, gasoline prices in the State of
Minnesota were raised, fixed, maintained, and stabilized at an artificially high level, thereby
injuring Plaintiffs and the Class. Throughout the Class Period, price competition in the market
for crude oil and gasoline was restrained, suppressed, and eliminated throughout the State of
Minnesota. Plaintiffs and members of the Class, including those who resided in the State of
Minnesota and purchased gasoline there, paid supracompetitive, artificially inflated prices for
gasoline. During the Class Period, Defendants’ illegal conduct substantially affected commerce
in the State of Minnesota.
178. Defendants have violated the MINN. STAT. §325D.49 et seq., through their
anticompetitive actions. Accordingly, Plaintiffs and members of the Class seek all forms of relief
available under MINN. STAT. §325D.49 et seq.
179. Defendants have engaged in unfair competition or unfair or deceptive acts or
practices in violation Minn. Stat. Minn. Stat. §325d.43-48 et seq., and, accordingly, Plaintiffs and
members of the Class seek all relief available under that statute.

1 COUNT 26: MISSISSIPPI

(On Behalf of Class Members that Purchased Gasoline in Mississippi)

180. Defendants have entered into an unlawful agreement in restraint of trade in
violation of MISS. CODE ANN. §75-21-1 et seq. See Miss. Code Ann. §75-57-63. Defendants’
combinations or conspiracies had the following effects: (1) price competition for crude oil and
gasoline was restrained, suppressed, and eliminated throughout the State of Mississippi, and (2)
gasoline prices were raised, fixed, maintained, and stabilized at artificially high levels throughout
the State of Mississippi. During the Class Period, Defendants’ illegal conduct substantially
affected the State of Mississippi commerce. Accordingly, Plaintiffs and members of the Class
seek all relief available under MISS. CODE ANN. §75-21-1 et seq., and MISS. CODE ANN. §75-57-
63.
COUNTS 27 & 28: NEBRASKA

(On Behalf of Class Members that Purchased Gasoline in Nebraska)

181. Defendants’ combinations or conspiracies had the following effects: (1) price
competition for crude oil and gasoline was restrained, suppressed, and eliminated throughout the
State of Nebraska, and (2) gasoline prices were raised, fixed, maintained, and stabilized at
artificially high levels throughout the State of Nebraska. During the Class Period, Defendants’
illegal conduct substantially affected the State of Nebraska commerce.
182. Defendants restrained trade and commerce in the State of Nebraska by entering
into an unlawful agreement in violation of NEB. REV. STAT. §59-801 et seq. Accordingly,
Plaintiffs and members of the Class seek all relief available under NEB. REV. STAT. §59-801 et
seq.
183. Defendants have engaged in unfair competition or unfair or deceptive acts or
practices in violation of Neb. Rev. Stat. §59-1601 et seq., and, accordingly, Plaintiffs and members
of the Class seek all relief available under that statute.

1 COUNTS 29 & 30: NEVADA

(On Behalf of Class Members that Purchased Gasoline in Nevada)

184. Defendants’ conspiracies had the following effects: (1) price competition for crude
oil and gasoline was restrained, suppressed, and eliminated throughout the State of Nevada; (2)
gasoline prices in the State of Nevada were raised, fixed, maintained, stabilized at artificially high
levels; and (3) individuals have been deprived of free and open competition.
185. Defendants violated the Nev. Rev. Stat. Ann. §598A.210 et seq., by entering into
unlawful agreement in restraint of trade in the State of Nevada. As a result of Defendants’
violation of Nev. Rev. Stat. Ann. §598A.210 et seq. Plaintiffs and members of the Class seek
treble damages and their cost of suit, including a reasonable attorneys’ fee, pursuant to Nev. Rev.
Stat. Ann. §598A.210.
186. Defendants have engaged in unfair competition or unfair or deceptive acts or
practices in violation of Nev. Rev. Stat. §598.0903 et seq., and, accordingly, Plaintiffs and
members of the Class seek all relief available under that statute.
COUNTS 31 & 32: NEW HAMPSHIRE

(On Behalf of Class Members that Purchased Gasoline in New Hampshire)

187. Defendants’ combinations or conspiracies detrimentally affected the price
competition in the State of New Hampshire crude oil and gasoline market by restraining,
suppressing, and eliminating competition. Further, Defendants’ unlawful conduct raised, fixed,
maintained, and stabilized gasoline prices in the State of New Hampshire at artificially high levels.
During the Class Period, Defendants’ illegal conduct substantially affected the State of New
Hampshire commerce.
188. Defendants have entered into an unlawful agreement in restraint of trade in
violation of N.H. REV. STAT. ANN. §356:1 et seq. Accordingly, Plaintiffs and members of the
Class seek all relief available under N.H. REV. STAT. ANN. §356:1 et seq.
189. Defendants have engaged in unfair competition or unfair or deceptive acts or
practices in violation of N.H. Rev. Stat. Ann. §358-A:1 et seq., and, accordingly, Plaintiffs and
members of the Class seek all relief available under that statute.

1 COUNTS 33 & 34: NEW MEXICO

(On Behalf of Class Members that Purchased Gasoline in New Mexico)

190. Defendants’ combinations or conspiracies detrimentally affected the price
competition in the State of New Mexico for crude oil and gasoline by restraining, suppressing,
and eliminating competition. Further, Defendants’ unlawful conduct raised, fixed, maintained,
and stabilized gasoline prices in the State of New Mexico at artificially high levels. During the
Class Period, Defendants’ illegal conduct substantially affected commerce in the State of New
Mexico.
191. Defendants violated the N.M. STAT. ANN. §57-1-1 et seq., by entering into unlawful
agreement in restraint of trade in the State of New Mexico. Accordingly, Plaintiffs and Members
of the Class seek all relief available under N.M. STAT. ANN. §57-1-1 et seq.
192. Defendants have engaged in unfair competition or unfair or deceptive acts or
practices in violation of N.M. Stat. Ann. §57-12-1 et seq., and, accordingly, Plaintiffs and
members of the Class seek all relief available under that statute.
COUNT 35: NEW YORK

(On Behalf of Class Members that Purchased Gasoline in New York)

193. Defendants have entered into an unlawful agreement in restraint of trade in
violation of N.Y. GEN. BUS. LAW §340 et seq. Defendants’ combinations or conspiracies had the
following effects: (1) price competition in the market for crude oil and gasoline was restrained,
suppressed, and eliminated throughout the State of New York, and (2) gasoline prices were raised,
fixed, maintained, and stabilized at artificially high levels throughout the State of New York.
During the Class Period, Defendants’ illegal conduct substantially affected the State of New York
commerce. The conduct set forth above is a per se violation of the Donnelly Act, N.Y. GEN. BUS.
LAW §340 et seq. Accordingly, Plaintiffs and members of the Class seek all relief available under
N.Y. GEN. BUS. LAW §340 et seq.

1 COUNT 36: NORTH CAROLINA

(On Behalf of Class Members that Purchased Gasoline in North Carolina)

194. Defendants have entered into an unlawful agreement in restraint of trade in
violation of N.C. GEN. STAT. §75-1 et seq. Defendants’ combinations or conspiracies had the
following effects: (1) price competition in the market for crude oil and gasoline was restrained,
suppressed, and eliminated throughout the State of North Carolina, and (2) gasoline prices were
raised, fixed, maintained, and stabilized at artificially high levels throughout the State of North
Carolina. During the Class Period, Defendants’ illegal conduct substantially affected the State of
North Carolina commerce. Accordingly, Plaintiffs and members of the Class seek all relief
available under N.C. GEN. STAT. §75-1 et seq.
COUNT 37: NORTH DAKOTA

(On Behalf of Class Members that Purchased Gasoline in North Dakota)

195. Defendants’ actions have violated the N.D. CENT. CODE §51-08.1-01 et seq.
through their anticompetitive actions. Through their actions and actions of co-conspirators,
gasoline prices in the State of North Dakota were raised, fixed, maintained, and stabilized at
artificially high level, thereby injuring Plaintiffs and the Class. Throughout the Class Period, price
competition in the market for crude oil and gasoline was restrained, suppressed, and eliminated
throughout the State of North Dakota. Plaintiffs and members of the Class, including those who
resided in the State of North Dakota and purchased gasoline there, paid supracompetitive,
artificially inflated prices. During the Class Period, Defendants’ illegal conduct substantially
affected commerce in the State of North Dakota. Accordingly, Plaintiffs and members of the
Class seek all forms of relief available under N.D. CENT. CODE §51-08.1-01 et seq.
COUNTS 38 & 39: OREGON

(On Behalf of Class Members that Purchased Gasoline in Oregon)

196. Defendants’ combinations or conspiracies had the following effects: (1) price
competition for crude oil and gasoline was restrained, suppressed, and eliminated throughout the
State of Oregon; (2) gasoline prices in the State of Oregon were raised, fixed, maintained, and
stabilized at artificially high levels; and (3) individuals have been deprived of free and open

competition. During the Class Period, Defendants’ illegal conduct substantially affected the State
of Oregon commerce.
197. Defendants have entered into an unlawful agreement in restraint of trade in
violation of OR. REV. STAT. §646.725 et seq. Accordingly, Plaintiffs and members of the Class
seek all forms of relief available under OR. REV. STAT. §646.725 et seq.
198. Defendants have engaged in unfair competition or unfair or deceptive acts or
practices in violation of Or. Rev. Stat. §646.605 et seq., and, accordingly, Plaintiffs and members
of the Class seek all relief available under that statute.
COUNTS 40 & 41: RHODE ISLAND

(On Behalf of Class Members that Purchased Gasoline in Rhode Island)

199. Defendants’ combinations or conspiracies detrimentally affected the price
competition in the State of Rhode Island for crude oil and gasoline market by restraining,
suppressing, and eliminating competition. Further, Defendants’ unlawful conduct raised, fixed,
maintained, and stabilized gasoline prices in the State of Rhode Island at artificially high levels.
During the Class Period, Defendants’ illegal conduct substantially affected commerce in the State
of Rhode Island.
200. Defendants have entered into an unlawful agreement in restraint of trade in
violation of R.I. Gen. Laws §6-36-7 et seq. Accordingly, Plaintiffs and Members of the Class
seek all relief available under R.I. Gen. Laws §6-36-7 et seq.
201. Defendants have engaged in unfair competition or unfair or deceptive acts or
practices in violation of R.I. Gen. Laws §6-13.1-1, and, accordingly, Plaintiffs and members of
the Class seek all relief available under that statute.
COUNTS 42 & 43: SOUTH DAKOTA

(On Behalf of Class Members that Purchased Gasoline in South Dakota)

202. Through their actions and actions of co-conspirators, gasoline prices in the State of
South Dakota were raised, fixed, maintained, and stabilized at artificially high level, thereby
injuring Plaintiffs and the Class. Throughout the Class Period, price competition in the market
for crude oil and gasoline was restrained, suppressed, and eliminated throughout the State of South

Dakota. During the Class Period, Defendants’ illegal conduct substantially affected commerce in
the State of South Dakota. Plaintiffs and members of the Class, including those who resided in
the State of South Dakota and purchased gasoline there, paid supracompetitive, artificially inflated
prices for their gasoline.
203. Defendants have violated S.D. CODIFIED LAWS §37-1-3.1 et seq., through their
anticompetitive actions. Accordingly, Plaintiffs and members of the Class seek all forms of relief
available under S.D. CODIFIED LAWS §37-1-3.1 et seq.
204. Defendants have engaged in unfair competition or unfair or deceptive acts or
practices in violation of S.D. Codified Laws §37-24-1 et seq., and, accordingly, Plaintiffs and
members of the Class seek all relief available under that statute.
COUNT 44: TENNESSEE

(On Behalf of Class Members that Purchased Gasoline in California)

205. Defendants have entered into an unlawful agreement in restraint of trade in
violation of TENN. CODE ANN. §47-25-101 et seq. Defendants’ combinations or conspiracies had
the following effects: (1) price competition for the sale of gasoline, a tangible good, was
restrained, suppressed, and eliminated throughout the State of Tennessee; (2) prices for gasoline,
a tangible good, in the State of Tennessee were raised, fixed, maintained, and stabilized at
artificially high levels; and (3) individuals have been deprived of free and open competition.
During the Class Period, Defendants’ illegal conduct substantially affected commerce in the State
of Tennessee. Accordingly, Plaintiffs and members of the Class seek all forms of relief available
under TENN. CODE ANN. §47-25-101 et seq.
COUNT 45: UTAH

(On Behalf of Class Members that Purchased Gasoline in Utah)

206. Defendants violated the UTAH CODE ANN. §76-10-3101 et seq. by entering into
unlawful agreement in restraint of trade in the State of Utah. Specifically, Defendants’
combinations or conspiracies detrimentally affected the price competition in the State of Utah for
crude oil and gasoline market by restraining, suppressing, and eliminating competition. Further,
Defendants’ unlawful conduct raised, fixed, maintained, and stabilized gasoline prices in Utah at

artificially high levels. During the Class Period, Defendants’ illegal conduct substantially affected
commerce in the State of Utah. Accordingly, Plaintiffs and Members of the Class seek all relief
available under UTAH CODE ANN. §76-10-3101 et seq.
COUNT 46: VERMONT

(On Behalf of Class Members that Purchased Gasoline in Vermont)

207. Defendants’ combinations or conspiracies had the following effects: (1) price
competition for crude oil and gasoline was restrained, suppressed, and eliminated throughout the
State of Vermont; (2) gasoline prices in the State of Vermont were raised, fixed, maintained, and
stabilized at artificially high levels; and (3) individuals have been deprived of free and open
competition. Defendants have entered into an unlawful agreement in restraint of trade in violation
of VT. STAT. ANN. TIT. 9, §2453 et seq. During the Class Period, Defendants’ illegal conduct
substantially affected commerce in the State of Vermont. Accordingly, Plaintiffs and members of
the Class seek all forms of relief available under VT. STAT. ANN. TIT. 9, §2465 et seq.
IX. PRAYER FOR RELIEF
WHEREFORE, Plaintiffs, on behalf of itself and the Class of all others so similarly
situated, respectfully requests that:
A. The Court determine that this action may be maintained as a class action under Fed.
R. Civ. P. 23(a) and (b)(3), appoint Plaintiffs as Class Representative and its counsel of record as
Class Counsel, and direct that notice of this action, as provided by Fed. R. Civ. P. 23(c)(2) be
given to the Class, once certified;
B. The Court adjudge and decree that the acts of Defendants are illegal and unlawful,
including the agreement, contract, combination, or conspiracy, and acts done in furtherance
thereof by Defendants and their co-conspirators be adjudged to have been a per se violation (or
alternatively illegal as a quick look or full-fledged rule of reason violation) of various state
antitrust and competition laws as alleged above;
C. The Court permanently enjoin and restrain Defendants, their affiliates, successors,
transferees, assignees, and other officers, directors, agents, and employees thereof, and all other
persons acting or claiming to act on their behalf, from in any manner continuing, maintaining, or

renewing the conduct, contract, conspiracy, or combination alleged herein, or from entering into
any other contract, conspiracy, or combination having a similar purpose or effect, and from
adopting or following any practice, plan, program, or device having a similar purpose or effect;
D. The Court enter judgment against Defendants, jointly and severally, and in favor
of Plaintiffs and members of the Class for treble the amount of damages sustained by Plaintiffs
and the Class as allowed by law, together with costs of the action, including reasonable attorneys’
fees, pre- and post-judgment interest at the highest legal rate from and after the date of service of
this Complaint to the extent provided by law; and
E. The Court award Plaintiffs and members of the Class such other and further relief
as the case may require and the Court may deem just and proper under the circumstances.
X. JURY TRIAL DEMANDED
Plaintiffs demands a trial by jury, pursuant to Rule 38(b) of the Federal Rules of Civil
Procedure, of all issues so triable. 14

Date: January 12, 2024 /s/ Christopher A. Turtzo

15 Christopher A. Turtzo; NV Bar No. 10253

16 MORRIS, SULLIVAN & LEMKUL, LLP

3960 Howard Hughes Parkway, Suite 400

17 Las Vegas, NV 89169

Tel: (702) 405-8100

18 Fax: (702) 405-8101

19 turtzo@morrissullivanlaw.com

20 Local Counsel for Plaintiffs

21 SCOTT+SCOTT ATTORNEYS AT LAW LLP

Patrick J. Coughlin

22 Carmen Medici

Fatima Brizuela

23 Daniel J. Brockwell

24 600 W. Broadway, Suite 3300

San Diego, CA 92101

25 Tel: (619) 233-4565

pcoughlin@scott-scott.com

26 cmedici@scott-scott.com

fbrizuela@scott-scott.com

27 dbrockwell@scott-scott.com

SCOTT+SCOTT ATTORNEYS AT LAW LLP

1 Patrick McGahan

2 Michael Srodoski

Isabella De Lisi

3 Zachary Kranc

156 S Main Street

4 P.O. Box 192

Colchester, CT 06415

5 Tel: (860) 537-5537

6 pmcgahan@scott-scott.com

msrodoski@scott-scott.com

7 idelisi@scott-scott.com

zkranc@scott-scott.com

SCOTT+SCOTT ATTORNEYS AT LAW LLP

9 Patrick Rodriguez

10 230 Park Ave., 17th Floor

New York, NY 11069

11 Tel: (212) 223-6444

prodriguez@scott-scott.com

13 Counsel for Plaintiffs

MORRIS, SULLIVAN & LEMKUL, LLP

SCOTT+SCOTT ATTORNEYS AT LAW LLP

CLASS ACTION COMPLAINT JURY TRIAL DEMANDED

I. NATURE OF ACTION

II. PARTIES

III. JURISDICTION, VENUE, AND COMMERCE

IV. FACTUAL ALLEGATIONS

A. Organization of the Petroleum Exporting Countries (“OPEC”)

B. “Cowboyistan” Establishes a “New Oil Order”

C. Cowboyistan Must Die: the 2014-2016 “OPEC Price War”

Figure 1. Daily Crude Oil Spot Prices (2010-2016)

D. If You Can’t Beat ‘Em: Cowboyistan Takes a Seat at the “Table on Pricing”

E. 2021: Defendants Actualize Their Agreement with OPEC

Figure 2: Change in Crude-Oil Production – U.S. Shale Oil v. OPEC (2014 – 2019)

F. 2022-2023: $200 a barrel? No Thanks

Table 1: Defendants’ U.S. Oil Production Growth Rates In pre- and post-Class Period

Figure 3, U.S. Shale Producer’s Reinvestment Rate (capital expenditure as a percentage of

operational cash flow)

Figure 8. Diamondback’s Annuel Revenue (USD)

G. Defendants’ “Restraint” Is Economically Irrational, Absent Agreement

V. PLUS FACTORS

VI. ANTITRUST INJURY

A. Defendants’ Agreement to Constrain Shale Oil Production Has Inflated the Price of Crude Oil Throughout the Class Period

B. Defendants’ Agreement to Constrain Shale Oil Production Has Inflated the Price of Retail Gasoline Purchased by Plaintiffs and the Class

Figure 11: U.S. Gasoline Supply Chain

Figure 12: Refiners Crude Oil Acquisition Costs vs U.S. Average Gasoline Prices

VII. CLASS ACTION ALLEGATIONS

VIII. CLAIMS FOR RELIEF

A. VIOLATION OF THE SHERMAN ACT

VIOLATION OF 15 U.S.C. §1

(On Behalf of the Nationwide Injunctive Relief Class)

B. VIOLATIONS OF STATE ANTITRUST LAWS

(On Behalf of Class Members that Purchased Gasoline in Alabama)

(On Behalf of Class Members that Purchased Gasoline in Arizona)

(On Behalf of Class Members that Purchased Gasoline in California)

(On Behalf of Class Members that Purchased Gasoline in Colorado)

(On Behalf of Class Members that Purchased Gasoline in Connecticut)

(On Behalf of Class Members that Purchased Gasoline in District of Columbia)

(On Behalf of Class Members that Purchased Gasoline in Florida)

(On Behalf of Class Members that Purchased Gasoline in Hawaii)

(On Behalf of Class Members that Purchased Gasoline in Illinois)

(On Behalf of Class Members that Purchased Gasoline in Iowa)

(On Behalf of Class Members that Purchased Gasoline in Kansas)

(On Behalf of Class Members that Purchased Gasoline in Maine)

(On Behalf of Class Members that Purchased Gasoline in Maryland)

(On Behalf of Class Members that Purchased Gasoline in Michigan)

(On Behalf of Class Members that Purchased Gasoline in Minnesota)

(On Behalf of Class Members that Purchased Gasoline in Mississippi)

(On Behalf of Class Members that Purchased Gasoline in Nebraska)

(On Behalf of Class Members that Purchased Gasoline in Nevada)

(On Behalf of Class Members that Purchased Gasoline in New Hampshire)

(On Behalf of Class Members that Purchased Gasoline in New Mexico)

(On Behalf of Class Members that Purchased Gasoline in New York)

(On Behalf of Class Members that Purchased Gasoline in North Carolina)

(On Behalf of Class Members that Purchased Gasoline in North Dakota)

(On Behalf of Class Members that Purchased Gasoline in Oregon)

(On Behalf of Class Members that Purchased Gasoline in Rhode Island)

(On Behalf of Class Members that Purchased Gasoline in South Dakota)

(On Behalf of Class Members that Purchased Gasoline in California)

(On Behalf of Class Members that Purchased Gasoline in Utah)

(On Behalf of Class Members that Purchased Gasoline in Vermont)

IX. PRAYER FOR RELIEF

X. JURY TRIAL DEMANDED