Reply Brief — Chevron Corporation, et al., Petitioners v. San Mateo County, California, et al.

No. 22-495

IN THE

Supreme Court of the United States

CHEVRON CORPORATION, ET AL.,

Petitioners,

v.

COUNTY OF SAN MATEO, ET AL.,

Respondents.

On Petition For A Writ Of Certiorari

To The United States Court Of Appeals

For The Ninth Circuit

REPLY BRIEF FOR PETITIONERS

THOMAS G. HUNGAR

LOCHLAN F. SHELFER

GIBSON, DUNN

& CRUTCHER LLP

1050 Connecticut Ave., N.W.

Washington, D.C. 20036

THEODORE J. BOUTROUS, JR.

Counsel of Record

WILLIAM E. THOMSON

JOSHUA D. DICK

GIBSON, DUNN

& CRUTCHER LLP

333 South Grand Avenue

Los Angeles, CA 90071

(213) 229-7000

tboutrous@gibsondunn.com

Counsel for Petitioners

[Additional counsel listed on signature page]

i

RULE 29.6 STATEMENT

The disclosure statement included in the petition

remains accurate.

ii

TABLE OF CONTENTS

Page

INTRODUCTION ................................................. 1

I.

THE NINTH CIRCUIT’S DECISION

IMPLICATES TWO CONFLICTS AMONG

THE COURTS OF APPEALS ............................ 3

II.

THE DECISION BELOW IS INCORRECT .......... 7

III.

THE QUESTION PRESENTED IS

IMPORTANT AND WARRANTS THE

COURT’S REVIEW ........................................ 10

CONCLUSION .................................................... 12

iii

TABLE OF AUTHORITIES

Page(s)

Cases

Am. Elec. Power Co. v. Connecticut,

564 U.S. 410 (2011) .......................................... 7, 11

Caterpillar Inc. v. Williams,

482 U.S. 386 (1987) ................................................ 8

City of Hoboken v. Chevron Corp.,

45 F.4th 699 (3d Cir. 2022) ............................ 2, 4, 6

City of Milwaukee v. Illinois,

451 U.S. 304 (1981) ................................................ 7

City of New York v. BP P.L.C.,

325 F. Supp. 3d 466 (S.D.N.Y. 2018) ..................... 5

City of New York v. Chevron Corp.,

993 F.3d 81 (2d Cir. 2021) ............... 4, 5, 6, 7, 9, 10

Federated Dep’t Stores, Inc. v. Moitie,

452 U.S. 394 (1981) ................................................ 8

Franchise Tax Bd. v. Constr. Laborers

Vacation Tr.,

463 U.S. 1 (1983) .................................................... 7

Grable & Sons Metal Prods., Inc. v.

Darue Eng’g & Mftg.,

545 U.S. 308 (2005) ............................................ 3, 4

Illinois v. City of Milwaukee,

406 U.S. 91 (1972) .............................................. 3, 7

iv

Illinois v. City of Milwaukee,

731 F.2d 403 (7th Cir. 1984) .................................. 9

Nat’l Farmers Union Ins. Cos. v. Crow

Tribe of Indians,

471 U.S. 845 (1972) ................................................ 3

Nat’l Rev., Inc. v. Mann,

140 S. Ct. 344 (2019) ............................................ 11

Newton v. Capital Assurance Co.,

245 F.3d 1306 (11th Cir. 2001) .............................. 4

Oneida Indian Nation v. Cnty. of

Oneida,

414 U.S. 661 (1974) ............................................ 8, 9

In re Otter Tail Power Co.,

116 F.3d 1207 (8th Cir. 1997) ............................ 3, 4

Republic of Philippines v. Marcos,

806 F.2d 344 (2d Cir. 1986) ................................... 4

Rivet v. Regions Bank of Louisiana,

522 U.S. 470 (1998) ............................................ 8, 9

Sam L. Majors Jewelers v. ABX, Inc.,

117 F.3d 922 (5th Cir. 1997) .............................. 3, 4

Tex. Indus., Inc. v. Radcliff Materials,

Inc.,

451 U.S. 630 (1981) .............................................. 10

Torres v. S. Peru Copper Corp.,

113 F.3d 540 (5th Cir. 1997) .................................. 4

v

United States v. Standard Oil Co.

of Cal.,

332 U.S. 301 (1947) ................................................ 9

INTRODUCTION

The decision below deepens a long-standing conflict on the question whether federal removal jurisdiction exists over claims that are necessarily and exclusively governed by federal law but have been pleaded

under state law. It also implicates a second conflict

concerning whether claims based on transboundary

emissions are necessarily and exclusively governed by

federal law. Both questions have arisen with particular frequency in the numerous and materially identical climate-change cases pending in courts across the

Nation. The same questions are presented in the petition in Suncor Energy (U.S.A.) Inc. v. Board of

County Commissioners of Boulder County, No. 211550, a case in which this Court, last October, invited

the Solicitor General to file a brief expressing the

views of the United States.

Respondents candidly acknowledge that this case

is “nearly identical” to Suncor and raises the same issues. Opp. 4. It is thus unsurprising that respondents’ arguments against review are nearly identical to

those made by the respondents in Suncor. These arguments are no more persuasive here than they are

there.

First, respondents spend much of their brief arguing the merits of the case, insisting that claims that

are necessarily and exclusively governed by federal

law cannot be removed to federal court so long as the

plaintiff slaps on a state-law label. Respondents also

contend, contrary to this Court’s numerous holdings,

that claims for injuries stemming from interstate and

international emissions are not governed by federal

law. Respondents are wrong on both counts, but, more

2

importantly, these merits arguments do nothing to

undercut the need for this Court’s plenary review.

Respondents also argue that the Ninth Circuit’s

decision below does not conflict with the decisions of

any other circuits. But the Third Circuit, considering

identical climate-change claims, expressly recognized

the conflict among the circuits on the removability

question and declined to “follow” “two circuit cases

that relabeled state-common-law claims as federal.”

City of Hoboken v. Chevron Corp., 45 F.4th 699, 708

(3d Cir. 2022).

Finally, respondents attempt to downplay the importance of the question presented. But identical

claims are pending in dozens of lawsuits across the

country, with more potentially on the way, so this

Court’s decision will have a dramatic effect on nationwide litigation concerning matters that implicate national and international policy. And respondents cannot dispute that the question of the proper response to

climate change is one that the federal government, not

the States, should have primary responsibility for resolving.

Given the overlap between this case and Suncor,

the Court should hold the petition in this case pending

a decision on the petition in Suncor. The petition in

Suncor should be granted because the questions presented in these cases have divided the courts of appeals and will determine whether state courts have

the power to impose the costs of global climate change

on the energy industry. In the alternative, the petition in this case should be granted.

3

I. THE NINTH CIRCUIT’S DECISION IMPLICATES

TWO CONFLICTS AMONG THE COURTS OF

APPEALS.

Respondents contend that the decision below implicates no circuit conflicts, rehashing the same arguments made by the respondents in Suncor. But those

arguments remain invalid.

First, respondents contend that no conflict exists

over the scope of arising-under jurisdiction (Opp. 8–

10) because Sam L. Majors Jewelers v. ABX, Inc., 117

F.3d 922 (5th Cir. 1997), and In re Otter Tail Power

Co., 116 F.3d 1207 (8th Cir. 1997), were decided before

this Court issued its decision in Grable & Sons Metal

Products, Inc. v. Darue Engineering & Manufacturing, 545 U.S. 308 (2005). Respondents suggest that

Grable synthesized the approaches of those two cases

and thereby tacitly overruled them. That characterization of those decisions is incorrect.

The Fifth Circuit in Sam L. Majors did not cite any

of the precursors to Grable in concluding that federal

jurisdiction was present; rather, it relied on two of this

Court’s cases involving federal common law, see 117

F.3d at 926 (citing Illinois v. City of Milwaukee, 406

U.S. 91, 100 (1972) (“Milwaukee I”), and Nat’l Farmers

Union Ins. Cos. v. Crow Tribe of Indians, 471 U.S. 845,

850 (1985)), the same cases that petitioners have relied on here, see Pet. 11, 18, 23, 24. The Fifth Circuit’s

decision thus stands apart from the Grable line of

precedent and articulates an independent basis for

federal jurisdiction. Moreover, in a recent decision involving identical climate-change claims, the Third

Circuit expressly refused to “follow” Sam L. Majors,

recognizing that the Fifth Circuit’s decision conflicted

4

with its own. Hoboken, 45 F.4th at 708. Respondents’

interpretation of the Fifth Circuit’s decision as inapplicable to their claims is thus unsupportable.

As for the Eighth Circuit’s decision, while Otter

Tail briefly mentioned jurisdiction based on the presence of a “substantial question of federal law,” 116

F.3d at 1213, it ultimately relied on the same precedent from this Court involving federal common law,

see id. at 1214 (citing Nat’l Farmers Union).

Moreover, respondents’ characterization would not

eliminate the conflict, because Sam L. Majors and Otter Tail would still permit removal of respondents’

claims. After all, if respondents’ claims are exclusively federal in nature, as petitioners maintain, then

it follows that federal substantive law governs every

element of respondents’ claims, which means that

each element presents a substantial question of federal law, thereby satisfying Grable. The same is true

of the other cases on which petitioners rely that used

a Grable-like analysis. See Pet. 13–14 (citing Newton

v. Capital Assurance Co., 245 F.3d 1306 (11th Cir.

2001); Torres v. S. Peru Copper Corp., 113 F.3d 540

(5th Cir. 1997); Republic of Philippines v. Marcos, 806

F.2d 344 (2d Cir. 1986)). The Ninth Circuit held the

exact opposite, and its conflict with those cases is patent. See Pet. App. 23a.

Second, respondents argue that no conflict exists

over the question whether federal law necessarily and

exclusively governs claims for injuries stemming from

transboundary emissions (Opp. 11–14) because the

Second Circuit’s decision in City of New York v. Chevron Corp., 993 F.3d 81 (2d Cir. 2021), did not involve

5

a case removed from state to federal court. But as petitioners have explained (Pet. 21), that distinction is

irrelevant because both cases squarely addressed the

question whether federal law governs claims such as

those asserted here. The fact that the Second Circuit

did not need to consider the well-pleaded complaint

rule does not eliminate the circuit split over the question regarding which substantive law governs these

types of transboundary emissions claims.

Respondents also argue (Opp. 13–14) that their allegations here “rest on different factual allegations

and target qualitatively different types of tortious conduct” than those in City of New York. That is not correct. The claims in City of New York are nearly identical to those here. The plaintiff in City of New York,

as respondents do here, alleged that “Defendants have

known for decades that their fossil fuel products pose

risks of severe impacts on the global climate through

the warnings of their own scientists,” yet still “extensively promoted fossil fuels for pervasive use, while

denying or downplaying these threats.” City of New

York v. BP P.L.C., 325 F. Supp. 3d 466, 468–69

(S.D.N.Y. 2018), aff ’d, 993 F.3d 81. The City of New

York argued to the Second Circuit that the defendants

were liable for “nuisance and trespass” because “for

decades, Defendants promoted their fossil-fuel products by concealing and downplaying the harms of climate change [and] profited from the misconceptions

they promoted.” Br. for Appellant at 27, City of New

York v. BP P.L.C., No. 18-2188, 2018 WL 5905772 (2d

Cir. Nov. 8, 2018).

The Second Circuit, however, saw through those

allegations to the substance of the claims. As that

court concluded, the City of New York’s attempt to “focus on” one particular “moment in the global warming

6

lifecycle is merely artful pleading and does not change

the substance of its claims.” City of New York, 993

F.3d at 97 (internal quotation marks omitted). The

Second Circuit held that the City could not deny that

its “case hinges on the link between the release of

greenhouse gases and the effect those emissions have

on the environment generally,” given that “the City

does not seek any damages for the [defendants’] production or sale of fossil fuels that do not in turn depend on harms stemming from emissions.” Ibid.

The Third Circuit, too, in examining climate

claims of this kind, recognized that, although the

plaintiffs “try to cast their suits as just about misrepresentations[,] … their own complaints belie that suggestion. They charge the oil companies with not just

misrepresentations, but also trespasses and nuisances. Those are caused by burning fossil fuels and

emitting carbon dioxide.” Hoboken, 45 F.4th at 712.

The same is true here: Plaintiffs’ claims are attempts

to collect damages based on injuries stemming from

worldwide emissions.

Here, as in City of New York, respondents allege

that petitioners “continued to sell massive quantities

of fossil fuels” despite knowing about the alleged effect

that the combustion of those fuels by third parties

would have on the global climate. 993 F.3d at 86–87.

And, as did the plaintiff in City of New York, respondents seek damages for the alleged effects of global climate change allegedly caused by consumers’ emissions from the combustion of petitioners’ products.

See Ct. App. 3-ER-310. In all material respects, the

plaintiff ’s claims in City of New York mirror respondents’ claims here. The Ninth Circuit’s decision thus

squarely conflicts with the Second Circuit’s decision.

7

II. THE DECISION BELOW IS INCORRECT.

Tellingly, respondents devote most of their brief in

opposition to arguing the merits of the case, repeating

the same fundamental errors as the respondents in

Suncor. Respondents’ arguments all fail.

First, respondents argue that petitioners seek to

“create a new exception” to the well-pleaded complaint

rule. Opp. i. Not so. This Court need only apply familiar jurisdictional principles to decide the case in

petitioners’ favor. The Court has already held that an

“independent corollary” of the well-pleaded complaint

rule is that a plaintiff “may not defeat removal”

through artful pleading; that is, by “omitting to plead

necessary federal questions in a complaint.” Franchise Tax Bd. v. Constr. Laborers Vacation Tr., 463

U.S. 1, 22 (1983). A federal question is “necessary”

under that corollary where, as here, the constitutional

structure mandates the application of federal law.

Federal questions are necessary to the resolution

of this case because federal law exclusively governs

when a claim “involv[es] interstate air … pollution,”

City of New York, 993 F.3d at 91, or “‘deal[s] with air’”

in its “‘interstate aspects,’” Am. Elec. Power Co. v.

Connecticut, 564 U.S. 410, 421 (2011) (quoting Milwaukee I, 406 U.S. at 103). The “basic interests of federalism … demand[ ]” this result. Milwaukee I, 406

U.S. at 105 n.6. Thus, under our federal system,

“state law cannot be used” at all to resolve a controversy of this kind. City of Milwaukee v. Illinois, 451

U.S. 304, 313 n.7 (1981). Rather, the “rule of decision

[must] be[ ] federal,” and the claims thus necessarily

“arise[ ] under federal law.” Milwaukee I, 406 U.S. at

100, 108 n.10 (internal quotation marks omitted).

8

Next, respondents argue (Opp. 16) that the artfulpleading doctrine is limited to the context of statutory

complete preemption. But the Court has never limited the artful-pleading doctrine in this way. See Pet.

25–26. Indeed, the Court has already recognized that

federal common law can function in the same way as

completely preemptive statutes, holding that a “statelaw complaint that alleges a present right to possession of Indian tribal lands” was necessarily governed

by federal law and “is thus completely pre-empted and

arises under federal law.” Caterpillar Inc. v. Williams, 482 U.S. 386, 393 n.8 (1987) (citing Oneida Indian Nation v. County of Oneida, 414 U.S. 661, 675

(1974)). The same principle applies here, where the

constitutional structure requires the exclusive application of federal law to respondents’ claims. See Pet.

21–23.

Respondents err in contending (Opp. 18–19) that

this Court overruled its previous holding that “courts

will not permit plaintiff to use artful pleading to close

off defendant’s right to a federal forum and occasionally the removal court will seek to determine whether

the real nature of the claim is federal, regardless of

plaintiff ’s characterization.” Federated Dep’t Stores,

Inc. v. Moitie, 452 U.S. 394, 397 n.2 (1981) (cleaned

up). In fact, Rivet v. Regions Bank of Louisiana, 522

U.S. 470, 478 (1998), narrowed only the separate point

made in Moitie’s second footnote, which concerned

whether removal could rest on the preclusive effect of

a prior federal judgment. See ibid. Indeed, Rivet expressly confirmed the broader principle of removal jurisprudence articulated in Moitie: “If a court concludes

that a plaintiff has ‘artfully pleaded’ claims in this

fashion, it may uphold removal even though no federal

9

question appears on the face of the plaintiff ’s complaint.” Id. at 475.

Respondents further argue (Opp. 20) that removal

is improper because “Congress displaced the federal

common law of interstate pollution” with the Clean

Air Act. But the question whether a party can obtain

a remedy under federal common law on the merits is

distinct from whether the claim arises under federal

law for jurisdictional purposes. The Court made this

point in Oneida Indian Nation, explaining that a

claim governed by federal common law arises under

federal law for “jurisdictional purposes” even if the

claim “may fail at a later stage for a variety of reasons.” 414 U.S. at 675. Cf. United States v. Standard

Oil Co. of Cal., 332 U.S. 301, 305 (1947).

Moreover, as the Second Circuit explained in City

of New York, displacement by the Clean Air Act of a

remedy under federal common law does not “give birth

to new state-law claims” in a field where state law had

never been able to govern previously. 993 F.3d at 98.

The Clean Air Act’s displacement of a remedy under

federal common law did not revive otherwise inoperable state law. See Illinois v. City of Milwaukee, 731

F.2d 403, 409–11 (7th Cir. 1984) (holding that a State

“cannot apply its own state law to out-of-state discharges” even after statutory displacement of federal

common law); City of New York, 993 F.3d at 98–99

(“state law does not suddenly become presumptively

competent to address issues that demand a unified

federal standard simply because Congress saw fit to

displace a federal court-made standard with a legislative one”). Only federal law can apply in cases involving “interstate and international disputes implicating

the conflicting rights of States,” because “our federal

10

system does not permit the controversy to be resolved

under state law.” Tex. Indus., Inc. v. Radcliff Materials, Inc., 451 U.S. 630, 641 (1981).

Finally, respondents argue that their claims

“sound in consumer protection and public deception”

and have “nothing to do with any federal common law

that has ever existed,” which they contend is limited

to regulating the physical release of emissions. Opp.

23. But this is, at the very most, a partial and incomplete account of the pleaded complaint. Respondents’

theory of causation, their alleged injuries, and their

requested remedies all depend on worldwide atmospheric emissions producing global climate change,

Pet. 6–7, and “a mostly unbroken string of cases has

applied federal law to disputes involving interstate air

or water pollution,” City of New York, 993 F.3d at 91.

III. THE QUESTION PRESENTED IS IMPORTANT AND

WARRANTS THE COURT’S REVIEW.

This case presents a straightforward vehicle for

the Court to resolve two related conflicts about the

scope of federal jurisdiction. Respondents argue (Opp.

25 (capitalization omitted)) that review is not warranted because these issues are not “well-presented”

in this case and affect “only a single, discrete category

of cases.” Neither argument withstands scrutiny.

Respondents’ assertion that this case has “minimal

practical importance” (Opp. 25) is absurd. The question presented is of vital importance in the nearly two

dozen climate-change cases—each of which seeks vast

damages from the energy industry—currently pending in courts across the country, because it concerns

the central question of where the cases will be litigated. See Pet. 6 & n.1. While respondents describe

11

these sprawling cases as a mere “fraction” of the cases

remanded to state court each year, Opp. 26, a rule of

decision foreclosing removal of cases concerning

transboundary emissions would open the door to

countless more suits brought by States and municipalities seeking to regulate climate change through state

tort law, Pet. 25. Moreover, the question presented

here could arise in any case in which federal common

law provides the rule of decision but the plaintiff

chooses to label its claims as arising under state law.

And contrary to respondents’ assertions otherwise,

this case implicates vital national security concerns

because of petitioners’ central role in ensuring a

steady supply of oil and gas for domestic use and in

support of the U.S. military. Pet. 30–31; see also Am.

Elec., 564 U.S. at 427 (“regulat[ing]” the “greenhouse

gas-producing sector” is a “question[ ] of national [and]

international policy”); see also Nat’l Rev., Inc. v.

Mann, 140 S. Ct. 344, 348 (2019) (Alito, J., dissenting

from denial of certiorari) (“Climate change has staked

a place at the very center of this Nation’s public discourse.”).

This case is also an excellent vehicle to resolve both

conflicts among the courts of appeals. Although the

Ninth Circuit did not squarely hold that state law can

govern respondents’ transboundary-emissions claims,

the jurisdictional question presented necessarily encompasses that threshold issue, which has been fully

briefed by the parties, Pet. 17; Opp. 20, and is the subject of a mature conflict, Pet. 17–21.

In sum, respondents offer no good reason why the

Court should decline to review the exceedingly important jurisdictional questions presented both by

this case and by Suncor. To the contrary, the Court’s

12

review is urgently needed to bring clarity to these important questions regarding federal courts’ removal

jurisdiction.

CONCLUSION

The Court should hold this petition pending its disposition of Suncor, No. 21-1550. If the Court does not

grant review in Suncor, this petition should be

granted.

13

Respectfully submitted.

Jonathan W. Hughes

ARNOLD & PORTER KAYE

SCHOLER LLP

Three Embarcadero Center,

10th Floor

San Francisco, California

94111-4024

Matthew T. Heartney

John D. Lombardo

ARNOLD & PORTER KAYE

SCHOLER LLP

777 South Figueroa Street,

44th Floor

Los Angeles, California

90017-5844

Nancy Milburn

ARNOLD & PORTER KAYE

SCHOLER LLP

250 West 55th Street

New York, NY 10019-9710

Attorneys for Petitioners BP

P.L.C. and BP AMERICA

INC.

Theodore J. Boutrous, Jr.

Counsel of Record

William E. Thomson

Joshua D. Dick

GIBSON, DUNN

& CRUTCHER LLP

333 South Grand Avenue

Los Angeles, CA 90071

Telephone: (213) 229-7000

Facsimile: (213) 229-7520

tboutrous@gibsondunn.com

Thomas G. Hungar

Lochlan F. Shelfer

GIBSON, DUNN &

CRUTCHER LLP

1050 Connecticut Avenue, N.W.

Washington, DC 20036-5306

Neal S. Manne

Johnny W. Carter

Erica Harris

Steven Shepard

SUSMAN GODFREY LLP

1000 Louisiana, Suite 5100

Houston, TX 77002

Attorneys for Petitioners

CHEVRON CORP. and CHEVRON U.S.A., INC.

14

Jameson R. Jones

Daniel R. Brody

BARTLIT BECK LLP

1801 Wewatta St., Suite 1200

Denver, Colorado 80202

Raymond A. Cardozo

REED SMITH LLP

101 Second Street, Suite 1800

San Francisco, California

94105

Attorneys for Petitioners

CONOCOPHILLIPS and

CONOCOPHILLIPS COMPANY

M. Randall Oppenheimer

Dawn Sestito

O’MELVENY & MYERS LLP

400 South Hope Street

Los Angeles, California

90071-2899

Theodore V. Wells, Jr.

Daniel J. Toal

PAUL, WEISS, RIFKIND,

WHARTON & GARRISON

LLP

1285 Avenue of the Americas

New York, New York 100196064

Kannon Shanmugam

William T. Marks

PAUL, WEISS, RIFKIND,

WHARTON, GARRISON

LLP

2001 K Street, NW

Washington, DC 20006-1047

Attorneys for Petitioner

EXXON MOBIL CORPORATION

15

David C. Frederick

Daniel S. Severson

KELLOGG, HANSEN,

TODD, FIGEL & FREDERICK, P.L.L.C.

1615 M Street, N.W., Suite

400

Washington, DC 20036

Gary T. Lafayette

Brian H. Chun

LAFAYETTE & KUMAGAI

LLP

1300 Clay Street, Suite 810

Oakland, CA 94612

Kevin Orsini

Vanessa A. Lavely

CRAVATH, SWAINE &

MOORE LLP

825 Eighth Avenue

New York, NY 10019

Attorneys for Petitioner

ANADARKO PETROLEUM

CORPORATION

Attorneys for Petitioners

SHELL PLC (F/K/A ROYAL

DUTCH SHELL PLC) and

SHELL OIL PRODUCTS

COMPANY LLC

Steven M. Bauer

Margaret A. Tough

LATHAM & WATKINS LLP

505 Montgomery Street,

Suite 2000

San Francisco, CA 941116538

Attorneys for Petitioner

PHILLIPS 66

Mortimer Hartwell

VINSON & ELKINS LLP

555 Mission Street Suite

2000

San Francisco, CA 94105

Patrick W. Mizell

VINSON & ELKINS LLP

845 Texas Ave.

Suite 4700

Houston, TX 77002

Attorneys for Petitioner

APACHE CORPORATION

16

Bryan A. Merryman

WHITE & CASE LLP

555 S. Flower Street, Suite

2700

Los Angeles, CA 90071-2433

Mark McKane, P.C.

KIRKLAND & ELLIS LLP

555 California Street

San Francisco, California

94104

Attorneys for Petitioner

ENI OIL & GAS INC.

Andrew A. Kassof, P.C.

Brenton Rogers

KIRKLAND & ELLIS LLP

300 North LaSalle

Chicago, Illinois 60654

Attorneys for Petitioners

RIO TINTO ENERGY

AMERICA INC., RIO TINTO

MINERALS, INC., and RIO

TINTO SERVICES INC.

17

Gregory Evans

MCGUIREWOODS LLP

Wells Fargo Center

South Tower

355 S. Grand Avenue, Suite

4200

Los Angeles, CA 90071-3103

Joy C. Fuhr

Brian D. Schmalzbach

MCGUIREWOODS LLP

800 East Canal Street

Richmond, VA 23219-3916

Attorneys for Petitioners

DEVON ENERGY CORPORATION and DEVON ENERGY PRODUCTION COMPANY, L.P.

Christopher W. Keegan

KIRKLAND & ELLIS LLP

555 California Street

San Francisco, California

94104

Andrew R. McGaan, P.C.

KIRKLAND & ELLIS LLP

300 North LaSalle

Chicago, Illinois 60654

Anna G. Rotman, P.C.

KIRKLAND & ELLIS LLP

609 Main Street

Houston, Texas 77002

Bryan D. Rohm

TOTAL E&P USA, INC.

1201 Louisiana Street, Suite

1800

Houston, TX 77002

Attorneys for Petitioners

TOTAL E&P USA, INC.

and TOTAL SPECIALTIES

USA, INC.

18

Michael F. Healy

SHOOK HARDY & BACON

LLP

555 Mission Street, Suite

2300

San Francisco, CA 94104

Michael L. Fox

DUANE MORRIS LLP

Spear Tower

One Market Plaza, Suite 2200

San Francisco, CA 941051127

Attorneys for Petitioner

OVINTIV CANADA ULC

(f/k/a “Encana Corporation”)

Robert E. Dunn

EIMER STAHL LLP

99 S. Almaden Blvd., Suite

642

San Jose, CA 95113

Nathan P. Eimer

Lisa S. Meyer

EIMER STAHL LLP

224 South Michigan Avenue,

Ste. 1100

Chicago, IL 60604

Attorneys for Petitioner

CITGO PETROLEUM CORPORATION

19

J. Scott Janoe

BAKER BOTTS LLP

910 Louisiana Street

Houston, Texas 77002-4995

Megan Berge

BAKER BOTTS LLP

101 California Street, Suite

3200

San Francisco, CA 94111

Attorneys for Petitioners

HESS CORP., REPSOL

ENERGY NORTH AMERICA CORP., and

REPSOL TRADING USA

CORP.

Shannon S. Broome

Ann Marie Mortimer

HUNTON ANDREWS

KURTH LLP

50 California Street, Suite

1700

San Francisco, CA 94111

Shawn Patrick Regan

HUNTON ANDREWS

KURTH LLP

200 Park Avenue

New York, NY 10166-0136

Attorneys for Petitioner

MARATHON PETROLEUM

CORPORATION

20

Kevin Orsini

Vanessa A. Lavely

CRAVATH, SWAINE &

MOORE LLP

825 Eighth Avenue

New York, NY 10019

Stephen C. Lewis

R. Morgan Gilhuly

BARG COFFIN LEWIS &

TRAPP, LLP

350 California Street, 22nd

Floor

San Francisco, California

94104-1435

Attorneys for Petitioners

OCCIDENTAL PETROLEUM CORP. and OCCIDENTAL CHEMICAL

CORP.

February 14, 2023

Donald W. Carlson

A. David Bona

CARLSON, CALLADINE &

PETERSON LLP

275 Battery Street,

16th Floor

San Francisco, CA 94111

Attorneys for Petitioners

MARATHON OIL CORPORATION and MARATHON

OIL COMPANY