Reply Brief — Shell Oil Products Co., L.L.C., et al., Petitioners v. Rhode Island

No. 22-524

IN THE

Supreme Court of the United States

SHELL OIL PRODUCTS COMPANY LLC, ET AL.,

Petitioners,

v.

STATE OF RHODE ISLAND,

Respondent.

On Petition For A Writ Of Certiorari

To The United States Court Of Appeals

For The First 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]

RULE 29.6 STATEMENT

The disclosure statement included in the petition

remains accurate.

ii

TABLE OF CONTENTS

Page

RULE 29.6 STATEMENT .....................................i

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

I. The First 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) .......................................... 9, 11

Caterpillar Inc. v. Williams,

482 U.S. 386 (1987) .............................................. 10

City of Hoboken v. Chevron Corp.,

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

City of Milwaukee v. Illinois,

451 U.S. 304 (1981) .............................................. 10

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

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

City of New York v. Chevron Corp.,

993 F.3d 81 (2d Cir. 2021) ..................... 2, 4, 5, 8, 9

Franchise Tax Bd. v. Constr. Laborers

Vacation Tr.,

463 U.S. 1 (1983) .................................................... 9

Grable & Sons Metal Prods., Inc. v.

Darue Eng’g & Mftg.,

545 U.S. 308 (2005) ................................................ 6

Illinois v. City of Milwaukee,

406 U.S. 91 (1972) ........................................ 6, 9, 10

Illinois v. City of Milwaukee,

731 F.2d 403 (7th Cir. 1984) .............................. 2, 8

iv

Nat’l Farmers Union Ins. Cos. v. Crow

Tribe of Indians,

471 U.S. 845 (1985) ................................................ 6

Nat’l Rev., Inc. v. Mann,

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

Newton v. Cap. Assurance Co.,

245 F.3d 1306 (11th Cir. 2001) .............................. 7

Oneida Indian Nation v. Cnty. of

Oneida,

414 U.S. 661 (1974) .......................................... 8, 10

In re Otter Tail Power Co.,

116 F.3d 1207 (8th Cir. 1997) ............................ 6, 7

Republic of Philippines v. Marcos,

806 F.2d 344 (2d Cir. 1986) ................................... 7

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

117 F.3d 922 (5th Cir. 1997) .................................. 6

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

Inc.,

451 U.S. 630 (1981) ................................................ 8

Torres v. S. Peru Copper Corp.,

113 F.3d 540 (5th Cir. 1997) .................................. 7

United States v. Standard Oil Co. of

Cal.,

332 U.S. 301 (1947) ................................................ 8

INTRODUCTION

The decision below deepens a conflict concerning

whether claims based on transboundary emissions are

necessarily and exclusively governed by federal law.

It also implicates a second, 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. 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. 21-1550, a case

in which this Court, last October, invited the Solicitor

General to file a brief expressing the views of the

United States.

Respondent candidly acknowledges that this case

is “nearly identical” to Suncor and raises the same issues. Opp. 4. It is thus unsurprising that respondent’s 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, respondent spends much of its brief arguing

the merits of the case, insisting that claims for injuries stemming from interstate and international emissions are not necessarily governed by federal law, but

instead are amenable to resolution under state tort

law. Likewise, respondent argues that such claims

cannot be removed to federal court so long as the

plaintiff slaps on a state-law label. Respondent is

wrong on both counts, but, more importantly, these

2

merits arguments do nothing to undercut the need for

this Court’s plenary review.

Additionally, respondent argues that the First Circuit’s decision below does not conflict with the decisions of any other circuits. But the Second Circuit’s

decision in City of New York v. Chevron Corp., 993

F.3d 81 (2d Cir. 2021), and the Seventh Circuit’s decision in Illinois v. City of Milwaukee, 731 F.2d 403 (7th

Cir. 1984) (“Milwaukee III”), are irreconcilable with

the decision below. Pet. 11–15, 27–28.

Finally, respondent attempts 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 respondent 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 First Circuit’s Decision Implicates Two

Conflicts Among The Courts Of Appeals.

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

arguments remain invalid.

First, respondent argues that no conflict exists

over the question whether federal law necessarily and

exclusively governs claims for injuries stemming from

transboundary emissions (Opp. 10–16) because the

Second Circuit’s decision in City of New York did not

involve a case removed from state to federal court.

But as petitioners have explained (Pet. 15), 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 wellpleaded complaint rule does not eliminate the circuit

split over the question regarding which substantive

law governs these types of transboundary emissions

claims.

Respondent also argues (Opp. 13–14) that its 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

alleged, as respondent does here, 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

4

(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

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). As the

Second Circuit held, 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”; indeed, “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.” City of Hoboken v. Chevron

Corp., 45 F.4th 699, 712 (3d Cir. 2022). The same is

true here: respondent’s claims are attempts to collect

5

damages based on injuries stemming from worldwide

emissions.

Like the plaintiff in City of New York, respondent

alleges 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, similar to the plaintiff in City of

New York, respondent seeks damages for the alleged

effects of global climate change allegedly caused by

consumers’ emissions from the combustion of petitioners’ products. See Ct. App. J.A. 24–28. In all material

respects, the plaintiff ’s claims in City of New York

mirror respondent’s claims here. The First Circuit’s

decision thus squarely conflicts with the Second Circuit’s decision.

Respondent next erroneously suggests that the

Second Circuit applied the same “test for fashioning

new federal common law” that the First Circuit applied. Opp. 14–15. That is not correct. While the

First Circuit thought that petitioners’ argument required the fashioning of new federal common law, see

App. 16a, the Second Circuit recognized that no new

federal common law was necessary in light of a century-long “mostly unbroken string of cases” applying

federal common law to disputes involving interstate

air and water pollution, City of New York, 993 F.3d at

91.

Second, respondent contends that no conflict exists

over the scope of arising-under jurisdiction (Opp. 16–

17) because the First Circuit specifically avoided addressing the well-pleaded complaint rule. But peti-

6

tioners squarely presented the issue, which has divided the circuits, and its consideration is necessary

to resolve the ultimate jurisdictional question in this

case. Pet. 20.

Respondent also argues that no circuit conflict exists on this issue (Opp. 17–20) 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).

Respondent suggests 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 line of cases that petitioners

have relied on here, see Pet. 11, 12, 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

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

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

7

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, respondent’s characterization would not

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

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

it follows that federal substantive law governs every

element of those 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. 18–19 (citing Newton v.

Cap. 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)).

II. The Decision Below Is Incorrect.

Tellingly, respondent devotes most of its brief in

opposition to arguing the merits of the case, repeating

the same fundamental errors as the respondents in

Suncor. Respondent’s arguments all fail.

First, respondent argues (Opp. 20) that its claims

are not governed by federal law because “the federal

common law of interstate pollution no longer exists,

having been displaced by the Clean Air Act.” The

court below reached the same conclusion. See App.

19a. But the question whether a party can obtain a

remedy under federal common law on the merits is

8

distinct from whether the claim arises under federal

law for jurisdictional purposes. The Court made this

point in Oneida Indian Nation v. County of Oneida,

414 U.S. 661 (1974), 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.” Id. at 675. Cf.

United States v. Standard Oil Co. of Cal., 332 U.S.

301, 305 (1947).

Moreover, respondent’s argument in this regard

simply confirms the conflict in circuit authority and

thus the need for this Court’s review. As the Second

Circuit held 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. “[S]tate 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 courtmade standard with a legislative one.” Id. at 98. The

Seventh Circuit reached the same conclusion in Milwaukee III, holding that a State “cannot apply its own

state law to out-of-state discharges” even after statutory displacement of federal common law. 731 F.2d at

409–11. Only federal law can apply in cases involving

“interstate and international disputes implicating the

conflicting rights of States” because “our federal 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).

Respondent also argues that its claims involve alleged misrepresentations by petitioners about climate

9

change and have “nothing to do with any federal common law that has ever existed,” which it contends is

limited to regulating the physical release of emissions.

Opp. 22–23. But this is, at the very most, a partial

and incomplete account of the pleaded complaint. Respondent’s theory of causation, its alleged injuries,

and its requested remedies all depend on worldwide

atmospheric emissions producing global climate

change, Pet. 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.

Second, respondent argues 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

claims that “involv[e] interstate air … pollution,” City

of New York, 993 F.3d at 91, or “‘deal[ ] 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

10

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) (“Milwaukee II”). 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).

Respondent also contends (Opp. 16, 28) that the

artful-pleading doctrine is limited to the context of

statutory complete preemption. But the Court has

never limited the artful-pleading doctrine in this way.

Indeed, the Court has already recognized that federal

common law can function in the same way as completely preemptive statutes, holding that a “state-law

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, 414 U.S. at 675). The same principle applies here, where the constitutional structure requires

the exclusive application of federal law to respondent’s claims. See Pet. 23–24.

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. Respondent argues (Opp.

29) 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.

11

Respondent’s assertion (Opp. 29) that this case is

not of “recurring importance” is absurd. The question

presented is of vital importance because the answer

will determine whether nearly two dozen climate

change cases currently pending in courts across the

country—each of which seeks vast damages from the

energy industry—will be litigated in state or federal

courts. See Pet. 6 & n.1. While respondent describes

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

remanded to state court each year, Opp. 30, 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. 29–30. 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 respondent’s 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; see also Am.

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

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

international policy”). Cf. 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

First Circuit did not squarely address the wellpleaded complaint rule, the issue has been fully

12

briefed by the parties, is necessary to the ultimate resolution of the jurisdictional dispute in this case, and

is the subject of a mature conflict. Pet. 20.

In sum, respondent offers 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

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.

Nancy G. Milburn

ARNOLD & PORTER KAYE

SCHOLER LLP

250 West 55th Street

New York, NY 10019-9710

Jonathan W. Hughes

ARNOLD & PORTER KAYE

SCHOLER LLP

Three Embarcadero Center,

10th Floor

San Francisco, California

94111-4024

John A. Tarantino

Patricia K. Rocha

Nicole J. Benjamin

ADLER POLLOCK &

SHEEHAN P.C.

One Citizens Plaza, 8th Floor

Providence, RI 02903

Attorneys for Petitioners BP

PRODUCTS NORTH AMERICA INC., BP P.L.C., and BP

AMERICA INC.

Theodore J. Boutrous, Jr.

Counsel of Record

William E. Thomson, III

Joshua D. Dick

GIBSON, DUNN &

CRUTCHER LLP

333 South Grand Avenue

Los Angeles, CA 90071-3197

(213) 229-7000

tboutrous@gibsondunn.com

Thomas G. Hungar

Lochlan F. Shelfer

GIBSON, DUNN &

CRUTCHER LLP

1050 Connecticut Avenue,

N.W.

Washington, D.C. 20036-5306

Anne Champion

GIBSON, DUNN &

CRUTCHER LLP

200 Park Avenue

New York, NY 10166-0193

Gerald J. Petros

Robin L. Main

Ryan M. Gainor

HINCKLEY, ALLEN &

SNYDER LLP

100 Westminster Street, Suite

1500

Providence, RI 02903

14

David C. Frederick

Daniel S. Severson

Grace W. Knofczynski

KELLOGG, HANSEN, TODD,

FIGEL & FREDERICK,

P.L.L.C.

1615 M Street, N.W., Suite 400

Washington, D.C. 20036

Jeffrey S. Brenner

NIXON PEABODY LLP

One Citizens Plaza, Suite 500

Providence, RI 02903

Attorneys for Petitioners

SHELL PLC (F/K/A ROYAL

DUTCH SHELL PLC) and

SHELL OIL PRODUCTS

COMPANY LLC

Jeffrey S. Brenner

NIXON PEABODY LLP

One Citizens Plaza, Suite 500

Providence, RI 02903

Tracie J. Renfroe

Oliver Peter Thoma

KING & SPALDING LLP

1100 Louisiana Street, Suite

4100

Houston, TX 77002

Attorneys for Petitioner MOTIVA ENTERPRISES LLC

Neal S. Manne

SUSMAN GODFREY LLP

1000 Louisiana, Suite 5100

Houston, TX 77002

Attorneys for Petitioners

CHEVRON CORPORATION

and CHEVRON U.S.A. INC.

Theodore V. Wells, Jr.

Daniel J. Toal

PAUL, WEISS, RIFKIND,

WHARTON & GARRISON

LLP

1285 Avenue of the Americas

New York, NY 10019-6064

Kannon Shanmugam

William T. Marks

PAUL, WEISS, RIFKIND,

WHARTON & GARRISON

LLP

2001 K Street, N.W.

Washington, DC 20006-1047

Matthew T. Oliverio, Esquire

OLIVERIO & MARCACCIO

LLP

30 Romano Vineyard Way,

Suite 109

North Kingstown, RI 02852

Attorneys for Petitioner

EXXON MOBIL CORPORATION

15

Stephen J. MacGillivray, Esq.

Rebecca Weinstein Bacon

PIERCE ATWOOD LLP

BARTLIT BECK LLP

One Financial Plaza, 26th Floor Courthouse Place

Providence, RI 02903-0000

54 West Hubbard Street

Chicago, IL 60654

Nathan P. Eimer, Esq.

Pamela R. Hanebutt, Esq.

Jameson R. Jones

Daniel R. Brody

Lisa S. Meyer, Esq.

BARTLIT BECK LLP

EIMER STAHL LLP

1801 Wewatta Street, Suite

224 South Michigan Avenue,

1200

Suite 1100

Chicago, IL 60604

Denver, CO 80202

Paul M. Kessimian

Robert E. Dunn

Christian R. Jenner

EIMER STAHL LLP

99 S. Almaden Blvd., Suite 642 PARTRIDGE SNOW &

San Jose, CA 95113

HAHN LLP

40 Westminster Street, Suite

Attorneys for Petitioner CITGO 1100

PETROLEUM CORPORATION Providence, RI 02903

Jason C. Preciphs

ROBERTS, CARROLL,

FELDSTEIN & PEIRCE,

INC.

10 Weybosset Street, Suite 800

Providence, RI 02903-2808

J. Scott Janoe

BAKER BOTTS LLP

910 Louisiana Street

Houston, Texas 77002-4995

Megan Berge

BAKER BOTTS LLP

700 K Street, N.W.

Washington, D.C. 20001-5692

Attorneys for Petitioner HESS

CORP

Attorneys for Petitioners

CONOCOPHILLIPS and

CONOCOPHILLIPS COMPANY

Robert G. Flanders, Jr.

Timothy K. Baldwin

WHELAN, CORRENTE &

FLANDERS, LLP

100 Westminster Street, Suite

710

Providence, RI 02903

Attorneys for Petitioner

PHILLIPS 66

16

Shannon S. Broome

HUNTON ANDREWS KURTH

LLP

50 California Street

San Francisco, CA 94111

Steven M. Bauer

Margaret A. Tough

LATHAM & WATKINS LLP

505 Montgomery Street, Suite

2000

San Francisco, CA 941116538

Shawn Patrick Regan

HUNTON ANDREWS KURTH

Attorneys for Petitioners

LLP

PHILLIPS 66, CONO200 Park Avenue

COPHILLIPS and CONONew York, NY 10166

COPHILLIPS COMPANY

Ann Marie Mortimer

HUNTON ANDREWS KURTH

LLP

Stephen M. Prignano

550 South Hope Street, Suite

MCINTYRE TATE LLP

2000

50 Park Row West, Suite 109

Los Angeles, CA 90071

Providence, RI 02903

Attorneys for Petitioners MARATHON PETROLEUM CORPO- James Stengel

RATION, MARATHON PEORRICK, HERRINGTON &

TROLEUM COMPANY LP,

SUTCLIFFE, LLP

and SPEEDWAY, LLC

51 West 52nd Street

New York, NY 10019-6142

Robert Reznick

ORRICK, HERRINGTON &

SUTCLIFFE, LLP

1152 15th Street N.W.

Washington, DC 20005

Attorneys for Petitioners

MARATHON OIL CORPORATION and MARATHON

OIL COMPANY

February 22, 2023