govinfo:USCOURTS-ohnd-5_24-rt-35001-0

UNITED STATES DISTRICT COURT 
NORTHERN DISTRICT OF OHIO 
EASTERN DIVISION 
 
IN RE: PASSENGER VEHICLE  ) Case No. 5:24-m d-3107 
REPLACEMENT TIRES ANTITRUST )  
LITIGATION ) MDL No. 3107 
 )  
This Document Applies to:  ) 
) 
CHIEF JUDGE SARA LIOI 
ALL CASES ) 
) 
MEMORANDUM OPINION  
AND ORDER 
   
The Court finds itself in a déjà vu of sorts. Plaintiffs seek leave to amend their consolidated 
complaints against U.S. tire manufacturers for the alleged price fixing  of passenger vehicle 
replacement tires in violation of the Sherman Act and several state statutes . Plaintiffs’ original 
consolidated complaints were dismissed under Rule 12(b)(6) of  the Federal Rules of Civil 
Procedure. They now propose amended consolidat ed complaints that primarily add factual 
allegations. But the proposed complaints are more of the same in that they suffer from pleading 
deficiencies identical to those of the original consolidated complaints. 
 Amendment as plaintiffs propose would be en tirely futile because the pleadings would 
once again not survive an inevitable Rule 12(b)(6) motion by defendants. For that reason, the three 
motions for leave to amend are DENIED. 
I. BACKGROUND 
A. Factual Background 
Plaintiffs allege that defenda nt tire manufacturers entered in to an unlawful conspiracy to 
raise and maintain supracompetit ive prices for passenger vehicle replacement tires sold in the 
United States. Plaintiffs plead a per se violation of § 1 of the Sherman Act. They also plead dozens 
of state antitrust and consumer protection claims. 
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Plaintiffs collectively represent three putative classes:  
• Automobile Dealership and Other Reseller Plaintiffs  (“ADPs”), who purchased 
replacement tires from persons or entities ot her than defendants for resale and not for 
their own use ( see Doc. No. 323-3 (ADP Proposed Amended Complaint (“ADP 
PAC”))); 
• End Payor Plaintiffs  (“EPPs”), who purchased repl acement tires from persons or 
entities other than defendants for their own use and not for resale (see Doc. No. 324-3 
(EPP Proposed Amended Complaint (“EPP PAC”))); and 
• Direct Purchaser Plaintiffs (“DPPs”), who purchased replacement tires directly from 
defendants (see Doc. No. 325-3 (DPP Proposed Amended Complaint (“DPP PAC”))). 
There are twelve named defenda nts, but all PACs refer to the defendants by general 
reference to their corporate family names. (ADP PAC ¶¶ 23–52; EPP PAC ¶¶ 91–133; DPP PAC 
¶¶ 24–60.) The relevant corporate defendants are: Bridgestone, Continental, Michelin, Nokian, 
Pirelli, and Goodyear.1 The Court will also refer to the corporate families but will distinguish 
between individual defendants where necessary. 
The factual background that follows is taken from plaintiffs’ proposed amended complaints 
(“PACs”). (Doc. Nos. 323; 324; and 325.) As discussed infra, the Court acknowledges that the 
PACs supersede the prior consolidated complaints, but later in the opinion, to give context to the 
Court’s ruling, the Court referen ces the prior consolidated co mplaints. (Doc. Nos. 174 (“DPP 
Compl.”); 175 (“EPP Compl.”); and 176 (“ADP Compl. ”).) This is necessary because plaintiffs, 
 
1 “ Bridgestone” includes Bridgestone Corporation and Bridgestone Americas, Inc. “ Continental” includes 
Continental Aktiengesellschaft and Continental Tire the Americas, LLC. “ Michelin” includes Compagnie Générale 
des Établissements Michelin and Michelin North America, Inc. “ Nokian” includes Nokian Tyres plc, Nokian Tyres 
Inc., and Nokian Tyres U.S. Operations LLC. “ Pirelli” includes Pirelli & C.S.p.A. and Pirelli Tire LLC. The only 
“Goodyear” defendant is The Goodyear Tire & Rubber Company. 
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for the most part, simply add additional facts to some of their prior allegations or reorganize their 
allegations from the prior consolidated complaints.  
Turning to the allegations, defendants are le ading tire manufacturers in the United States. 
They operate in what may be consid ered an oligopolistic tire market. ( See ADP PAC ¶ 78 (“The 
U.S. Tires market is oligopolistic.”); DPP PA C ¶¶ 74–78.) The peculiar market structure of 
replacement tire sales market makes this industry “more susceptible to cart elization” because “a 
smaller group of competitors is better able to solve the coordination and trust problems that can 
prevent cartel formation.” (ADP PAC ¶ 79; see EPP PAC ¶¶ 211–12; DPP PAC ¶ 77.) 
Throughout the decade of the 2010s, sales prices  of passenger vehicle replacement tires 
remained relatively stable. (ADP PAC ¶ 8; EPP PAC ¶ 152; DPP PAC ¶ 79.) Many defendants 
individually attempted to raise tire prices, only to later reverse due to countervailing economic 
forces. (ADP PAC ¶ 111; D PP PAC ¶¶ 100–08.) These price reversals took place despite cost 
pressures, like rising prices of raw materials used to manufacture tires. (ADP PAC ¶¶ 114–15; EPP 
PAC ¶ 228; DPP PAC ¶ 100.) 
Beginning in early 2020, defendants introduced successive price increases for their tires. 
(ADP PAC ¶ 88; EPP PAC ¶ 154; DPP PAC ¶¶ 79–80.)  The increases followed a sustained pace 
from 2020 to 2023. ( See ADP PAC ¶ 105; EPP PAC ¶ 154; DPP PAC ¶ 81.) Consumers saw 
double-digit percentage price hikes at a rate exceeding core inflation. (See EPP PAC ¶ 153.) 
Plaintiffs contend that there can be but one possible explanation for this: defendants must 
have entered into a conspiracy to artificially raise prices on replacement tires. (See, e.g., EPP PAC 
¶ 155 (“These price increases . . . were not the result of healthy competition. Instead, as alleged 
herein, they were the result of an unlawful price-fixing conspiracy.”).) Plaintiffs assert that “[t]his 
drastic increase in the price i ndex [for tires] cannot be expl ained by COVID-19 nor is it an 
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historical trend” and “price increases are disproportionate to [defendants’] increased costs during 
the pandemic.” (ADP PAC ¶¶ 9–10.) According to plaintiffs, non-collusive factors cannot fully 
explain the increase because “aft er accounting for demand and cost factors that may affect tire 
prices, Plaintiffs’ economic consu ltants found that Defendants’ alle ged conspiracy increased tire 
prices by 5.4%.” (DPP PAC ¶ 178.)2 
Plaintiffs first became aware of defendants’ alleged conspiracy in the U.S. from events in 
the European Union (“EU”). In January 2024, the European Commission (“EC”) conducted 
unannounced inspections (called “dawn raids”) on each defendant’s European affiliate for 
suspected anticompetitive activity within the EU. (ADP PAC ¶ 81; EPP PAC ¶ 255; DPP PAC ¶ 
6.) Six months later, the EC raided a European consultancy firm “suspected of facilitating cartel 
behavior.” (DPP PAC ¶ 8.) Plaintiffs aver that this indicates that defendants must have also done 
something illicit in the U.S. (See ADP PAC ¶ 6; EPP PAC ¶ 274; DPP PAC ¶ 9.) 
Plaintiffs provide indirect evidence to support their price fixing conspiracy allegations. 
They do so by pleading parallel conduct and “plus fa ctors” that they believe indicate collusive 
 
2 This allegation is markedly different from plaintiffs’ or iginal allegations regarding pr ice increases. Their original 
complaints state: “Due to [d]efendants’ conspiracy, the average price of replacement tires in creased by 21.4%[.]” 
(DPP Compl. ¶ 4; see EPP Compl. ¶ 138; ADP Compl. ¶ 220.) Moreover, in plaintiffs’ statements in opposition to 
defendants’ joint motion to dismiss (see Doc. No. 247), they repeatedly represented to the Court that they believed the 
alleged conspiracy caused an over 20% increase in tire prices. ( See, e.g. , Doc. No. 266, at 6 (Plaintiffs’ Joint 
Opposition to Defendants’ Motion to Dismiss) (“As a result of [d]efendant s’ conspiracy, the average price of 
replacement tires increased by 21.4%[.]”).) At the motion to  dismiss hearing, counsel fo r DPPs stated that “[n]o 
economic force can explain defendants’ coordinated price in creases, which outpaced inflation by 70 percent.” (Doc. 
No. 295, at 51; see also id. at 90 (DPP counsel representing to the Court that price increases had “no other plausible 
explanation for a variety of reasons[.]”).) Counsel later stated that “in the conspiracy period, [tire price] takes off . . . 
we know these price increases took pl ace, because between 2021 and 2023, prices did incr ease by 21.4 percent[.]” 
(Id. at 56.) 
The Court will only consider the plausibility of plaintiffs’ allegations as they are pleaded in the PACs, which allege 
only about a 5% increase in prices due to the alleged cartel after accounting for n on-conspiratorial factors. 
Notwithstanding this, the stark difference between the two complaints in the alleged price increase attributable to the 
conspiracy is truly remarkable. Plaintiffs now appear to co ncede that most of the increases in tire prices since 2020 
are due to non-collusive factors. That is quite a change in their theory of the case. 
 
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conduct. 
The parallel conduct allegations in the PA Cs are unchanged from the prior complaints. 
Plaintiffs (again) allege “lock-step price[] increases from the major U.S. tire manufacturers.” (ADP 
PAC ¶ 8; see EPP PAC ¶ 153; DPP PAC ¶ 80.) All PACs  have a table listing known announced 
price increases by defendants and a graph showi ng the producer price index of tires. (ADP PAC 
¶¶ 8, 105–06; EPP PAC ¶¶ 153–55; DPP PAC ¶¶ 79–82.) Plaintiffs’ amendments include minor 
additions for a few new price increase announcements. (See EPP PAC ¶ 154.) The data show each 
defendant enacted a sequential pattern of price increases throughout the 2020–2023 period. 
As with the prior consolidated complaints, plaintiffs’ PACs allege the following “plus 
factors” as their underlying factual support fo r conspiracy (ADP PAC ¶¶ 194–95; EPP PAC ¶¶ 
316–17; DPP PAC ¶¶ 139–40): 
(1) Foreign jurisdiction antitrust investigations strongly suggest antitrust malfeasance (ADP 
PAC ¶ 195; DPP PAC ¶ 140); 
(2) Each defendant acted against its unilateral se lf-interest by increasing prices (ADP PAC ¶ 
195; DPP PAC ¶ 140); 
(3) Plaintiffs’ econometric analysis shows that price increases were due to collusion and not 
entirely explainable by material costs, la bor costs, COVID-19 im pacts, or other non-
collusive factors (ADP PAC ¶ 195; DPP PAC ¶ 140); 
(4) There were several opportunities to conspire through public signaling in publications and 
earnings calls (ADP PAC ¶ 195; EPP PAC ¶ 317; DPP PAC ¶ 140); 
(5) Defendants shared confidential sales inform ation through use of revenue management 
software, attendance at trade association meetings, collaboration through the Market Data 
Program, or participation in “joint ventures” (ADP PAC ¶ 195; EPP PAC ¶ 317; DPP PAC 
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¶¶ 140, 208); 
(6) The tire market is characterized by high barr iers to entry (ADP PAC ¶ 195; EPP PAC ¶ 
317; DPP PAC ¶ 140); 
(7) Price inelasticity of replacement tires (ADP PAC ¶ 195; EPP PAC ¶ 317; DPP PAC ¶ 140);  
(8) Tires are interchangeable products (ADP PAC ¶ 195; EPP PAC ¶ 317; DPP PAC ¶ 140); 
and 
(9) Defendants are recidivist antitrust violators. (ADP PAC ¶ 195; EPP PAC ¶ 317.) 
Compared with the prior complaints, the PACs add factual allegations with respect to five 
of the plus factors, as follows: 
(1) Foreign Jurisdiction Antitrust Investigations  
Plaintiffs aver that an titrust inquiries into defendants in other countries  strongly suggest 
they were also engaged in a co nspiracy within the United States. Their amended complaints add 
several new facts to their foreign jurisdiction antitru st investigations plus factor in an apparent 
attempt to relate it to U.S. conduct. 
First, they add allegations attempting to link the pricing practices of defendants’ European 
affiliates with the U.S.-based companies, either thr ough direct control or  coordinated strategy 
within each parent company. ( See, e.g., ADP PAC ¶¶ 25, 27 (“Contin ental AG’s executives are 
closely connected to the company’s U.S.-b ased operations” and “Continental AG’s public 
statements concerning price increases on its tire products evid ence its involvement in the pricing 
decisions of its U.S. subsidiaries”); EPP PAC ¶ 129 (“Pirelli & C. S.p.A. di rectly or indirectly 
control some companies based in countries wh ich do not belong to the European Community, 
including Pirelli Tire LLC (U SA).”) (internal quotation ma rks omitted); DPP PAC ¶ 231 
(“Although the EC investigation primarily fo cuses on Defendants’ price-fixing conduct in 
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European regions, the pricing of Defendants’ tires sold in the United States is closely linked to 
their European pricing strategies.”).) Plaintiffs attempt to bolster these allegations with statements 
from anonymous witnesses claiming that U.S. pricing was influenc ed by the pricing practices in 
the EU. (See, e.g., EPP PAC ¶ 274 (“A former Michelin employee, who was responsible for pricing 
intermediate and budget replacement tires, noted that in 2016 Michelin underwent a ‘consolidation 
of budgets.’ Afterward, she became responsible for pricing . . . for both EMEA and the Americas, 
including the United States.”); DPP PAC ¶ 232 (“ A former Pirelli employe e who worked in the 
U.S. for nearly a year stated that ‘everything emanated from Milan,’ including pricing.”).) 
Second, they add information on the EC’s mo tive for investigating the European tire 
companies. (EPP PAC ¶¶ 263–70.) EC Senior Enforcer  Maria Jaspers stated that “Defendants’ 
comments on earnings calls and their reaction to rivals’ disclosures were important factors in their 
decision to move forward with the investigation.” (Id. ¶ 264.) 
Third, their supplemental allega tions add further details on subsequent court proceedings 
in Europe related to the EC investigation and a leniency pe tition by Goodyear as to the EC 
investigation. (See generally Doc. No. 333-1.) 
Fourth and finally, plaintiffs add allegations that Turkey’s competition authority launched 
a “preliminary inquiry” in December 2024 into the pricing practices of several defendants’ Turkish 
operations. (ADP PAC ¶ 87; see EPP PAC ¶ 271; DPP PAC ¶ 233.) 
(2) Actions Against Unilateral Economic Self-Interest  
ADP and DPP plaintiffs again argue that defe ndants acted against their unilateral self-
interest in increasing tire prices  but now repackage this as a sepa rate plus factor . “Defendants’ 
price increases significantly exceeded any rise in raw material costs.” (DPP PAC ¶ 143.) Prices 
rose even though “tire demand significantly softened during . . . the COVID-19 pandemic” because 
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consumers were driving less and thus replacing tires less often. (ADP PAC ¶ 200.) Plaintiffs 
believe this to be irrational because “a firm would typically lower its prices to gain market share 
if competitors set prices above marginal cost.” (Id. ¶ 198.) Plaintiffs conclude that “[d]efendants’ 
pricing behavior would only be rational if they understand that they were engaging in coordinated 
actions regarding pricing.” (DPP PAC ¶ 147.)  
(3) Econometric Evidence  
Plaintiffs expanded on the plus factor previously identified as “pretextual explanations for 
price increases.” ( See Doc. No. 317 (Memorandum Opinion and Order), at 66.) 3 They proffer 
econometric analysis purporting to explain how tire price increases were caused, at least in part, 
by the conspiracy. This purports to show that the price increases are not fully explainable by non-
collusive factors such as material costs, la bor costs, or demand fo r tires. (ADP PAC ¶¶ 146–85; 
EPP PAC ¶¶ 276–315; DPP PAC ¶¶ 149–88.) Plaintiffs add explanations about how their multiple 
regression model controls for non- collusive factors (materials, demand, labor, etc.) in an attempt 
to isolate the alleged conspiracy’s effect on tire prices. (Id.) 
 The multiple regression is alleged to plau sibly show what plaint iffs believe to be 
particularly damning evidence: “[ A]fter accounting for demand and cost factors that may affect 
tire prices, Defendants’ alleged conspiracy increased tire prices by 5.4%[.]” (APP PAC ¶ 175.) In 
other words, plaintiffs contend that there was a 21.4% increase in tire prices over a two year period, 
of which the alleged conspiracy accounts for roughly one quarter of the tire price increase (around 
5.4%). (Cf. EPP PAC ¶ 153.) In sum, plaintiffs claim th at “cost increases alone during the Class 
Period cannot be exclusively used to justify any increases in tire prices.” (DPP PAC ¶ 187.) 
 
3 All page number references herein are to the consecutive page numbers applied to each individual document by the 
Court’s electronic filing system. 
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(4) Price Signaling  
Plaintiffs add additi onal information rega rding price signaling  via public statements. 
Combined with the price signaling  allegations carried over from the prior complaint, these are 
meant to show how defendants facilitated their conspiracy through indirect communications. The 
price signaling allegations fall into four categories of allegations.  
First, plaintiffs allege that several confidential witnesses “understood” that price increase 
announcements were “signals” to competitors . (ADP PAC ¶¶ 89–91; EPP PAC ¶¶ 272–75; DPP 
PAC ¶¶ 123–31.)  
Second, they add additional public statemen ts made from 2020 to the present wherein 
defendants allegedly signaled price increases. (ADP PAC ¶¶ 120–26, 137–45; EPP PAC ¶¶ 242–
50; DPP PAC ¶¶ 109–38.) These statements are similar in character to the original price signaling 
statements. 
Third, plaintiffs add allegations regarding public statements on pricing prior to 2020. (ADP 
PAC ¶¶ 111–19; EPP PAC ¶¶ 228–33; DPP PAC ¶¶ 100–31.) The allegations describe 
announcements by defendants to raise tire prices which are later scaled back due to competitive 
pressures. (ADP PAC ¶ 111; see DPP PAC ¶ 105 (“[N]obody in the industry implemented the 6% 
price increase that was announced[.]”) (internal quotation marks omitted).) These attempted price 
increases between 2016 and 2020 failed despite “historically low prices” and input cost pressures 
from raw materials. (ADP PAC ¶ 111; see DPP PAC ¶ 108 (“Defendants had to balance rising 
costs against remaining competitive on price[.] ”).) Defendants were allegedly reluctant to 
announce future price increases pre-2020. (ADP PAC ¶ 129; EPP PAC ¶ 229.) Contrast that with 
post-COVID-19 class period pric ing statements, where defenda nts kept announcing price 
increases and made forward-looking statements to communicate “veiled invitations to collude.” 
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(EPP PAC ¶ 250.) Plaintiffs believe this contrast shows that “competitive restraint on prices was 
absent.” (DPP PAC ¶ 108.) 
Fourth, plaintiffs argue defenda nts’ pricing statements were  not legally or economically 
justifiable. (ADP PAC ¶¶ 143–45; EPP PAC ¶¶ 157–66, 211–27, 234–39; DPP PAC ¶¶ 97–99, 
117–22.) One reason, they claim, is that the public did not demand or need this information. (EPP 
PAC ¶¶ 237–38 (“Customers typically do not make pur chasing decisions regarding [tires] as far 
in advance as Defendants’ price increase announcements.”.)  Another is that publicly releasing 
competitively sensitive information like future pricing plans would undermine the business unless 
it furthered a conspiracy. (See ADP PAC ¶¶ 143–44.) A final reason is that defendants knew price 
signaling would invite antitrust scrutiny yet proceeded because they expected significant benefits 
from the conspiracy. (See EPP PAC ¶¶ 211–27.) 
 (5) Opportunities to Conspire (Market Data Program and Joint Venture) 
Finally, DPPs make new allegations related to  the opportunities to co nspire plus factor. 
DPPs allege that defendants participated in th e United States Tire Manufacturer’s Association 
(USTMA) Market Data Program, where they “shared real-time sales data with each other.” (DPP 
PAC ¶ 213.) This included “granular real-tim e data that was not publicly available.” ( Id.) DPPs 
further allege Bridgestone and Go odyear entered a join t venture, where “[i]nstead of remaining 
competitors for the sale of tires, Goodyear and Bridgestone  combined Goodye ar’s company-
owned wholesale distribution network with Bri dgestone’s Tire Wholesale Warehouse chain to 
form TireHub.” (DPP PAC ¶ 209.) 
*** 
 The remaining plus factors, numbered (6)– (9)—other opportunities to conspire (trade 
association meetings and revenue management software), characteristics of the tire market that 
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would facilitate a conspiracy (price inelasticity, barriers to entry, and product interchangeability), 
and antitrust recidivism—remain substantively unchanged from the prior consolidated complaints. 
B. Procedural Background 
Plaintiffs brought their consolidated Sherman Act and state law claims against defendants 
in August 2024. (See generally ADP Compl.; EPP Compl.; DPP Compl.) Defendants filed a joint 
motion to dismiss each consolid ated complaint. (Doc. No. 247.) Several defendants also filed 
individual motions: Nokian and Continental filed individual motions to dismiss for failure to state 
a claim (Doc. Nos. 245 (Nokian); 246 (Continental)), and Pirelli & C. S.p.A.’s (“P&C”) moved to 
dismiss for lack of personal jurisdiction. (Doc. No. 243.) 
A meticulous review of the prior complaints revealed that plaintiffs failed to plausibly 
allege the existence of an anticompetitive conspiracy among defendants. (Doc. No. 317, at 89–90.) 
Although plaintiffs’ factual allegations plausibly showed parallel conduct ( id. at 20), their plus 
factors failed to nudge the conduct toward plausibly showing an actual agreement (id. at 89–90). 
The parallel conduct was “as consistent with independent action as with conspiracy[.]” In re 
Musical Instruments & Equip. Antitrust Litig. , 798 F.3d 1186, 1194 (9th Cir. 2015) (citing Bell 
Atl. Corp. v. Twombly, 550 U.S. 544, 557 n.4, 127 S. Ct. 1955, 167 L. Ed. 2d 929 (2007)). Without 
a plausible conspiracy, plaintiffs could not establish their § 1 claim. (Doc. No. 317, at 89–91); see 
Twombly, 550 U.S. 544, 548 (“Liability under § 1 of th e Sherman Act, 15 U.S.C. § 1, requires a 
‘contract, combination . . . , or conspiracy, in restraint of trade or commerce.’”). Plaintiffs’ 
Sherman Act claims were dismissed without prejudice. (Id. at 93.) 
The Court also dismissed the state law claims  on the same grounds and denied as moot 
each individual motion to dismiss filed by Nokian, Continental, and P&C. (Doc. No. 317, at 92.) 
Finally, the Court declined to analyze the personal jurisdictio n issues brought by P&C’s motion 
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by reason of dismissal of all claims against all defendants. (Id. at 93.)4 
Plaintiffs timely filed their respective motions for leave to file amended complaints (Doc. 
Nos. 323; 324; 325), appending to the motions th eir proposed amended complaints. (Doc. Nos. 
323-3; 324-3; 325-3.) Defendants oppose each moti on for leave on grounds of undue delay and 
futility of amendment. (Doc. No. 327.) Defenda nts request that the Court deny leave and enter 
final judgment in defendants’ favor. (Id.) 
II. STANDARD OF REVIEW 
A. Amending a Complaint 
Under Rule 15(a), leave to amend a pleading “shall be freely given when justice so 
requires.” Fed. R. Civ. P. 15(a). “In the absence of any apparent or declared reason—such as undue 
delay, bad faith or dilatory motive on the part of the movant, repeated failure to cure deficiencies 
by amendments previously allowed, undue prejudice to the opposing party by virtue of allowance 
of the amendment, futility of amendment, etc.—t he leave sought should, as the rules require, be 
‘freely given.’” Foman v. Davis, 371 U.S. 178, 182, 83 S. Ct. 227, 9 L. Ed. 2d 222 (1962) (quoting 
Fed. R. Civ. P. 15(a)).  
A court need not grant leave to amend under Rule 15 if there was undue delay in requesting 
leave. Showing undue delay requires defendants to point to something more serious than the fact 
that plaintiffs could have sought amendment earlier than when they did. “[D]elay alone, regardless 
 
4 See generally Chevron Corp. v. Naranjo , 667 F.3d 232, 246 n.17 (2d Cir. 2012) (“[I]n cases such as this one with 
multiple defendants—over some of whom the court indisput ably has personal jurisdiction—in which all defendants 
collectively challenge the legal sufficiency of the plaintiff’s cause of action, we may address first the facial challenge 
to the underlying cause of action and, if we dismiss the claim in its entirety, decline to address the personal jurisdiction 
claims made by some defendants.”); In re Enterprise Rent-A-Car Wage & Hour Emp. Pracs. Litig. , 735 F. Supp. 2d 
277, 329 (W.D. Pa. 2010) (“To streamline the decision making, courts, in situations where complex issues of personal 
jurisdiction exist and there is a pending motion which would be dispositive in favor of the party over whom jurisdiction 
is disputed, may . . . proceed to resolve the dispositive motion.”); 4 Charles Alan Wright et al., Federal Practice and 
Procedure § 1067.6 (4th ed. 2020) (“[A] court simply may avoid the [personal jurisdiction] issue by resolving the suit 
on the merits when they clearly must be decided in favor of the party challenging jurisdiction, thereby obviating any 
need to decide the question[.]”). 
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of its length[,] is not enough to  bar [amendment] if the other party is not prejudiced.” Duggins v. 
Steak N’ Shake, Inc., 195 F.3d 828, 834 (6th Cir. 1999) (cleaned up) (citation omitted). 
A court need not grant leave to amend under Rule 15 if the amendment would be futile. 
Miller v. Calhoun Cnty. , 408 F.3d 803, 817 (6th Cir. 2005); Riverview Health Inst. LLC v. Med. 
Mut. of Ohio , 601 F.3d 505, 520 (6th Cir. 2010). “A proposed amen dment is futile if the 
amendment could not withstand a Ru le 12(b)(6) motion to dismiss.” Riverview Health Inst., 601 
F.3d at 520 (quoting Rose v. Hartford Underwriters Ins. Co., 203 F.3d 417, 420 (6th Cir. 2000)). 
“The party opposing a motion to amend the compla int bears the burden of establishing that the 
proposed amendments would be futile.” Donahue v. Travelers Cos., Inc., No. 5:24-cv-1141, 2024 
WL 4534250, at *2 (N.D. Ohio Oct. 21, 2024). 
As with a Rule 12(b)(6) motion, a court reviewing the proposed amended complaint must 
construe the pleading in the light most favorable to the plaintiff. See id. (citing Bibbo v. Dean 
Witter Reynolds, Inc., 151 F.3d 559, 561 (6th Cir. 1998)). And as with a Rule 12(b)(6) motion, a 
court evaluating whether an ame ndment would be futile may only look at those materials which 
are proper to consider under a motion to dismiss. See Rose, 203 F.3d at 420 (finding that a district 
court erred in considering matters outside the pleading when deciding whether a motion for leave 
to amend a complaint would be futile). What a court may properly consider in a Rule 12(b)(6) 
motion are: (1) any documents atta ched to, incorporated by, or re ferred to in the pleadings; (2) 
documents attached to the motion to dismiss that are referred to in the complaint and are central to 
the plaintiff’s allegations, even if not explicitly incorporated by reference; (3) public records; and 
(4) matters of which the court may take judicial notice. Whittiker v. Deutsche Bank Nat’l Tr. Co., 
605 F. Supp. 2d 914, 924–25 (N.D. Ohio 2009). 
Furthermore, if a plaintiff amends their complaint, “the new complaint ‘supersedes’ the old 
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one: The original pleading no longer performs any function in the case.” Royal Canin U.S.A., Inc. 
v. Wullschleger, 604 U.S. 22, 35, 145 S. Ct. 41, 220 L. E d. 2d 289 (2025) (quo ting 6 C. Wright, 
A. Miller, & M. Kane, Federal Practice and Procedure § 1476, pp. 636–637 (3d ed. 2010)); see 
also William Powell Co. v. Nat’l Indem. Co., 18 F.4th 856, 870 n.6 (6th Cir. 2021) (“An amended 
complaint supersedes and replaces the original complaint.”). Acco rdingly, the Court’s review of 
the PACs for futility will ignore any inconsistencie s or contradictions with  the prior complaint, 
which after amendment would be “in effect withdrawn as to all matters not restated in the amended 
pleading and become[] functus officio.” 188 LLC v. Trinity Indus., Inc. , 300 F.3d 730, 736 (7th 
Cir. 2002) (citing Nisbet v. Van Tuyl, 224 F.2d 66, 71 (7th Cir. 1955)). 
Futility under Foman is analyzed under the same standard as a Rule 12(b)(6) motion. Under 
that standard, “only a complaint that states a plausible claim for relief survives a motion to 
dismiss.” Ashcroft v. Iqbal, 556 U.S. 662, 679, 129 S. Ct. 1937, 173 L. Ed. 2d 868 (2009) (citing 
Twombly, 550 U.S. at 556). “A claim has facial plau sibility when the plaintiff pleads factual 
content that allows the court to draw the reasonab le inference that the defendant is liable for the 
misconduct alleged.” Id. at 678 (citing Twombly, 550 U.S. at 556). Here, the Court must “construe 
the complaint in the light most favorable to the plaintiff, accept all well-pleaded factual allegations 
in the complaint as true, and draw all reasonable inferences in favor of the plaintiff.” Courtright v. 
City of Battle Creek , 839 F.3d 513, 518 (6th Cir. 2016) (cita tions omitted). But “[t]hreadbare 
recitals of the elements of a cause of action, supported by mere conclu sory statements, do not 
suffice,” and legal conclusions couched as factual allegations need not be accepted as true. Iqbal, 
556 U.S. at 678; Fritz v. Charter Twp. of Comstock, 592 F.3d 718, 722 (6th Cir. 2010).  
  
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B. Antitrust Pleading Standard 
To establish a violation of § 1 of the Sherman Act, a plaintiff must first “demonstrate that 
there is . . . an agreement, which may be in the form of a contract, combination, or conspiracy[.]” 
Hobart-Mayfield, Inc. v. Nat’l Operati ng Comm. on Standards for Athletic Equip. , 48 F.4th 656, 
663 (6th Cir. 2022) (citing White & White, Inc. v. Am. Hosp. Supply Corp., 723 F.2d 495, 504 (6th 
Cir. 1983) (further citation omitted)) . An agreement to conspire means “the conspirators have a 
unity of purpose, common understanding, or a meet ing of minds in an unlawful arrangement.” 
Hyland v. HomeServices of Am., Inc. , 771 F.3d 310, 318 (6th Cir. 2014) (citation and quotation 
marks omitted).  
A plaintiff, such as the plai ntiffs here, allegi ng indirect, circumstantial evidence of 
conspiracy may proceed by pleading both parallel business conduct between co-conspirators and 
plus factors. See In re Polyurethane Foam Antitrust Litig. (In re Polyurethane Foam III) , 152 F. 
Supp. 3d 968, 976 (N.D. Ohio 2015); Havens v. Mobex Network Servs., LLC., 820 F.3d 80, 91 (3d 
Cir. 2016) (citing In re Flat Glass Antitrust Litig. , 385 F.3d 350, 360 (3d Cir. 2004)). “The term 
‘plus factors’ refers to circumstances demonstrating that the wrongful conduct ‘was conscious and 
not the result of independent busine ss decisions of the competitors.’” Havens, 820 F.3d at 91 
(quoting In re Baby Food Antitrust Litig., 166 F.3d 112, 122 (3d Cir. 1999)). The plus factors must 
place the parallel conduct “in a context that raises a suggestion of a preceding agreement, not 
merely parallel conduct that could just as well be independent action.” Twombly, 550 U.S. at 557.  
Plausible plus factors are cri tical for complaints implicating defendants in consolidated 
markets because otherwise the circumstantial evid ence can be equally consistent with conscious 
parallelism. Conscious parallelism is “a common re action of firms in a concentrated market that 
recognize their shared ec onomic interests and their interdepe ndence with respect to price and 
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output decisions.” In re Travel Agent Comm’n Antitrust Litig. (In re Travel Agent II) , 583 F.3d 
896, 903 (6th Cir. 2009) (cleaned up). Although conscious parallelism may appear consistent with 
conspiracy, it is also “just as much in line with a wide swath of rational and competitive business 
strategy unilaterally prompted by common perceptions of the market.” Twombly, 550 U.S. at 553–
54 (cleaned up); see also Prosterman v. Am. Airlines, Inc., 747 F. App’x 458, 460 (9th Cir. 2018) 
(“With a market comprised of a few dominant players and publicly available pricing information, 
it is no surprise that [prices]  remain relatively uniform acr oss the industry.”). Conscious 
parallelism is not illegal under U.S. antitrust doctrine. Twombly, 550 U.S. at 553–54. The Sherman 
Act “does not require sellers to compete; it just  forbids their agreeing or conspiring not to 
compete.” In re Text Messaging Antitrust Litig., 630 F.3d 622, 627 (7th Cir. 2010).  
The Sixth Circuit has identified the following “plus factors” for a district court to consider: 
“(1) whether the defendants’ actions, if taken independently, would be contrary to their economic 
self-interest; (2) whether defendants have been uniform in their actions; (3) whether defendants 
have exchanged or have had the opportunity to exchange inform ation relative to the alleged 
conspiracy; and (4) whether defendants have a common motive to conspire.” Hobart-Mayfield, 48 
F.4th at 666 (quoting In re Travel Agent II , 583 F.3d at 907). This list is “neither exhaustive nor 
exclusive, but rather illustrative of the type of circumstances which, when combined with parallel 
behavior, might permit a jury to infe r the existence of an agreement.” Mayor & City Council of 
Baltimore, Md. v. Citigroup, Inc., 709 F.3d 129, 136 n.6 (2d Cir. 2013). 
Conversely, courts may infer from the fa ctual allegations “‘ obvious alternative 
explanations’” that suggest lawful behavior rather than an anticompetitive conspiracy. Iqbal, 556 
U.S. at 682 (quoting Twombly, 550 U.S. at 567) (alteration omitted). “Following Twombly, courts 
dismiss Section 1 complaints when there is an independent business justification for the observed 
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conduct and no basis for rejecting it as the explanation for the conduct.” In re McCormick & Co., 
217 F. Supp. 3d 124, 132 (D.D.C. 2016) (collecting cases and finding the “common theme . . . is 
that if the most natural explanation for defendant s’ conduct is not collusion, merely alleging that 
the conduct was collusive does not make it plausible”), amended on reconsideration sub nom. In 
re McCormick & Co., Pepper Prods. Mktg. & Sales Pracs. Litig. , 275 F. Supp. 3d 218 (D.D.C. 
2017) (allowing plaintiffs to amend). 
The Court must evaluate the allegations of the alleged conspiracy as a whole, rather than 
simply “dismembering it and viewing its separate parts.” See Cont’l Ore Co. v. Union Carbide & 
Carbon Corp., 370 U.S. 690, 699, 82 S. Ct. 1404, 8 L. Ed. 2d 777 (1962) (citation omitted).  
III. ANALYSIS  
Plaintiffs request leave unde r Rule 15 to file their PACs. (Doc. Nos. 323; 324; 325.) 
Defendants oppose on grounds of (1) undue delay in s eeking leave to amend and (2) futility of 
amendment. (Doc. No. 327.) The Court first examines the undue delay argument and concludes 
there was neither delay on the part of plaintiffs nor prejudice to defendants. 
The Court next examines defe ndants’ futility arguments and concludes that the PACs 
would indeed be futile b ecause they fall short of Twombly’s pleading standard. On that basis, 
granting leave would be improper. 
A. Undue Delay 
Plaintiffs’ request to amend each  of the consolidated compla ints is neither  untimely nor 
prejudicial to defendants. See Duggins, 195 F. 3d at 934 (stating that delay is not enough to bar 
amendment “if the other party is not prejudiced”). 
The motions were timely submitted. ADP’s, EPP’s, and DPP’s motions were submitted six 
weeks after the Court dismissed their claims without prejudice and at the Court’s invitation. (See 
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Doc. No. 317, at 94 (“Plaintiffs may seek leave to file amended consolidated complaints no later 
than March 25, 2025.”).) Thei r request for an extension of the original 30-day deadline to seek 
leave was reasonable and jointly stipulated to by defendants. ( See Doc. Nos. 319 (Stipulation to 
Extend the Deadline for Plaintiffs to Seek Leave to Amend Their Consolidated Complaints); 321 
(Order Granting Extension of Time to Seek Leave).) 
Defendants are not prejudiced by the motions.5 Plaintiffs seek to cure pleading deficiencies 
highlighted by the prior dismissal memorandum opi nion and order. These kinds of motions are 
commonplace, especially in complex disputes. See Morris v. Resurgent Cap. Servs., No. 1:23-cv-
751, 2023 WL 6931114, at *5 (W.D. Mich. Sept. 25, 2023) (recommending plaintiff be allowed 
to amend complaint so he may cure pleading deficiencies identified in a motion to dismiss), report 
and recommendation adopted, 2023 WL 6929639 (W.D. Mich. Oct. 19, 2023). And the case is at 
an early stage of the litigation before any substantive discovery and before any dispositive motion 
deadlines have passed. See Sims v. Atrium Med. Corp., 349 F. Supp. 3d 628, 636 (W.D. Ky. 2018) 
(“Courts typically find undue delay in cases th at are post judgment . . . and in cases where 
discovery has closed and dispositive motions deadlines have passed.”). Plaintiffs’ motions do not 
 
5 Although the Court finds there is no prejudice here, defendan ts’ frustration with plaintiffs’ second attempt to bring 
forth valid complaints is certainly not unfounded. During oral argument, plaintiffs led the Court to believe they had 
discovered new information that would significantly bolster the plausibility of their claims. ( See Doc. No. 295, at 
84:20–24.) But the vast majority of the amendments contai n information which existed before the initial complaints 
were filed and they are more of the same. Plaintiffs have simply amplified, repackaged, and reorganized their prior 
allegations, adding little meaningful facts, in an attempt to address deficiencies that the Court identified in its opinion 
dismissing the case. That has required the Court expend time and effort to consider and analyze two separate rounds 
of pleadings, both of which contain essentially the same allegations. 
 
“Rule 15’s permissive amendment policy should not permit plaintiffs to use the court as a sounding board to discover 
holes in their arguments, then reopen the case by amending their complaint to take account of the court’s decision.” 
Kuyat v. BioMimetic Therapeutics, Inc. , 747 F.3d 435, 445 (6th Cir. 2014) (internal quotation marks and citation 
omitted). Plaintiffs are “not entitled to an advisory opinion from the Court informing them of the deficiencies of the 
complaint and then an opportunity to cu re those deficiencies,” particularly after motions to dismiss have been fully 
briefed and argued. Winget v. JP Morgan Chase Bank, N.A.,  537 F.3d 565, 573 (6th Cir. 2008) (internal quotation 
marks and citations omitted). Although this appears to be wh at has transpired here, the Court finds no prejudice to 
defendants.  
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present any intent to prejudice defendants, eith er through protracted litigation or strategic 
obstruction of the necessary facts for defendants’ case.  
No unusual tardiness or prejudice to defendants exists here. Accordingly, the Court rejects 
defendants’ invitation to deny the motions on undue delay grounds. 
B. Futility of Amendment 
Denying leave to amend a complaint by reason of futility is appropriate where the proposed 
complaint fails to meet the pleading standard. Riverview Health Inst., 601 F.3d at 520. Here, the 
PACs reassert the antitrust conspiracy pleading tandem of parallel conduct and plus factors. They 
seek to cure prior pleading deficiencies by bolstering their plus factors with additional facts. They 
assert that this shows the parallel conduct can plausibly be tied to a prior illicit agreement among 
defendants. Upon review, however, the pleading tandem falls short of Twombly’s standard. 
1. Parallel Conduct 
“A plaintiff establishes parallel conduct when it pleads facts indicating that the defendants 
acted similarly.” SD3, LLC v. Black & Decker (U.S.) Inc. , 801 F.3d 412, 427 (4th Cir. 2015) 
(quotation marks and citations omitted); see also Jones v. Micron Tech. Inc., 400 F. Supp. 3d 897, 
915 (N.D. Cal. 2019) (“Parallel conduct occurs when competitors act similarly or follow the same 
course of action—for example, adopting similar policies at or around the same time in response to 
similar market conditions.” (citations omitted)); Hyland, 771 F.3d at 320 (considering whether 
defendants’ actions were “uniform”). 
The PACs allege parallel conduct. (See ADP PAC ¶¶ 88–110; EPP PAC ¶¶ 152–55; DPP 
PAC ¶¶ 79–96.) There are no substantive additions to the alleged parallel conduct compared to the 
prior consolidated complaints. ( See Doc. No. 317, at 16 (“Here, plai ntiffs allege that defendants 
implemented a ‘series of coordinated and para llel price increases . . . beginning in late 2020 
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through early 2023.’” (citing DPP Compl. ¶¶ 4, 76; EPP Compl. ¶¶ 4, 139; ADP Compl. ¶¶ 3, 66).) 
Once again, plaintiffs allege parallel price incr eases not in perfect lockstep, but in a gradual 
succession over several months and following an upward trajectory. ( See ADP PAC ¶ 105; EPP 
PAC ¶ 154; DPP PAC ¶ 81.) The pa rallel conduct allegations ar e substantively unchanged from 
the prior complaints, which the Court held “adequately alleged parallel conduct.” (Doc. No. 317, 
at 20.) Plaintiffs have once again sufficiently pleaded parallel conduct as to all defendants.6 
2. Plus Factors  
Plaintiffs assert the same plus factors as those in their prior consolidated complaints. ( See 
id. at 21.) In their PACs, they bring new facts for five of the plus factors. The Court analyzes these 
plus factors for plausibility in light of the supplemented allegations below. The Court also 
incorporates into this memorandum opinion the pr ior analysis of those unchanged plus factors 
from the original complaint, as detailed below. 
Though the plus factors in each PAC now contain many more pages of allegations, they do 
not cure the foundational issues th at doomed the prior complaints. This is so because these plus 
factors fail to show that the parallel conduct “would probably not result from chance, coincidence, 
independent responses to common stimuli, or me re interdependence unaided by an advance 
understanding among the parties.” Twombly, 550 U.S. at 557 n.4 (citation omitted). The Court 
turns to each plus factor in turn. 
 
6 Although plaintiffs allege that the price increases were in “lock-step,” their further description of the price increases 
and accompanying price increase tables appear consistent w ith what is known as sequential parallelism. “Sequential 
parallelism differs from simultaneous action in that one firm ’s price rise . . . becomes known to its rivals, who can 
then choose whether to imitate the move. The information or tacit invitation issued by the leader becomes known in 
the ordinary course of bu siness in the marketplace. No additional fact, such as an advance agreement, is needed to 
explain that process.” Phillip E. Areeda & Herbert Hovenkamp, Antitrust Law ¶ 1425d (2022) (emphasis added); see 
also Ross v. Am. Exp. Co., 35 F. Supp. 3d 407, 440 (S.D.N.Y. 2014) (describing parallel price increases where “one 
or more firms engage in an action that becomes known to its rivals, who can then choose whether to imitate the 
move”), aff’d sub nom. Ross v. Citigroup, Inc., 630 F. App’x 79 (2d Cir. 2015), as corrected (Nov. 24, 2015) (citation 
omitted). 
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a) Foreign Jurisdiction Antitrust Investigations 
The prior consolidated complaints alleged that, in January of 2024, the EC announced that 
it had carried out unannounced insp ections at several of the defe ndants’ European offices to 
investigate suspected infringement of EU competition law. (See Doc. No. 317, at 22.) The EC later 
carried out inspections of two consultancy fi rms as part of the same investigation. (Id.) Plaintiffs 
stated that the EC must have “reasonable grounds for suspecting infringement of the competition 
rules” in order to have authority to conduct such an inspection. ( Id. at 23 (quoting Doc. No. 266 
(Plaintiffs’ Opposition to Defenda nt’s Motion to Dismiss), at 60–61).) They alleged linkage 
evidence purporting to show the defendants operated an integrated global market for replacement 
tires. ( Id.) Because of this, plaintiffs believed that “the existence of  the EC investigation . . . 
supports the plausibility of a cons piracy in the United States.” ( Id. (quotation marks and citation 
omitted).) 
The Court previously found that these allega tions fell short of plausibility on several 
grounds. First, the prior complaints merely al leged a preliminary investigation by the EC. ( Id. at 
24.) The preliminary investigation had not been shown to uncover any probative evidence. (Id. at 
25.) The Court found that the “preli minary nature of the investiga tion significantly limits, if not 
eliminates entirely, its utility as a plus factor[.]” ( Id. at 26.) Second, the EC investigation merely 
focused on whether defendants violated EU competition law. (Id.) The Court concluded that “[t]he 
narrow scope of the EC investig ation undercuts its sign ificance to the present litigation[.]” ( Id.) 
This was the case because “conduct that is illegal under European competition law may be lawful 
under the Sherman Act” ( id. at 27), and “the consolidated complaints [did] not sufficiently link 
defendants’ European conduct to their conduct [in the U.S.]” (id. at 28). 
Plaintiffs now supplement their foreign jurisdiction antitrust investigation allegations by 
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introducing additional facts that purport to: link pricing practices  between defendants’ EU-based 
and U.S.-based entities; expand on the EC’s motiv e for its antitrust inve stigation; describe 
Goodyear’s leniency petition before the EC as evidence of wrongdoing; and connect a preliminary 
inquiry by Turkey’s competition au thority into several defendants’ unrelated pricing practices in 
Turkey to U.S. business conduct. But the additional allegations do not bolster plausibility because, 
once again, they fail to effectiv ely address three foundational issu es: (1) that conduct which is 
illegal in the foreign jurisdictions may not be ill egal in the U.S.; (2) that the nature of the 
investigation is too preliminary to be of sufficient probative value; and (3) that there is insufficient 
linkage between foreign business entities and U. S. affiliates such that possible antitrust 
malfeasance abroad can support an inference of conspiracy here. 
i. Substantive Differences Between U.S., EU, and Turkish Antitrust Laws 
Plaintiffs again fail to substantively address the differences between U.S. antitrust law and 
the competition law of the foreign jurisdicti ons where defendants ar e being investigated. 
Differences between U.S., EU, and Turkish antitr ust laws undermine the inference of antitrust 
infringement plaintiffs ask the Court to make. This is because “foreign laws may prohibit behavior 
that is lawful under § 1.” Micron Tech. , 400 F. Supp. 3d at 921 (finding allegations of 
investigations outside the U.S. to be “fully unpersuasive”).  
The EC investigation allegations are unconvincing because—even assuming EU defendant 
entities had sufficient direct cont rol over U.S. defendants’ prici ng or U.S. defendants otherwise 
orchestrated identical pricing conduct as in the EU (a big assumption)—the conduct that the EC is 
investigating as possibly violat ive of EU competition law may be legal under the Sherman Act. 
Section 1 always requires an actual agreement between defendants. Hyland, 771 F.3d at 318. EU 
competition law, in contrast, does not. Whatever  conduct triggered the EU  investigation is not 
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necessarily violative of the Sher man Act. This fact undermines pl aintiffs’ inference that the EU 
investigation plausibly shows that defendants violated the Sherman Act. 
EU competition law bars a broader swath of  business conduct that includes “concerted 
practices.” Consolidated Version of the Treaty on the Functioning of the European Union art. 101, 
para. 1, Sept. 5, 2008, 2008 O.J. (C 115) 88. “Concer ted practice” is defined as “a form of 
coordination between undertakings which, without having reached the stage where an agreement 
properly so-called has been concluded, knowingly substitutes practical cooperation between them 
for the risks of competition.” Case 48/69, Im perial Chem. Indus. Ltd. v. Comm’n, 1972 E.C.R. 
619, 655 (emphasis added). Pl aintiffs’ own cited authority in th eir reply brief confirms this. ( See 
Doc. No. 328, at 59–61 (citing N.A. Passaro, Exploring if Differences in US and EU Antitrust Law 
Are Substantive or Superficial by Re-Trying US Cases in the EU, Global Competition Litig. Rev. 
72, 74 (2018) (“The Court of Just ice has defined ‘concerted practic e’ as a form of coordination 
between undertakings by which, without concluding a proper agreement , practical cooperation 
between them is knowingly substituted for the risks of competition.” (emphasis added)); Imperial 
Chem. Indus. Ltd., 1972 E.C.R. at 655 (defining “concerted practice”)).)7 
Plaintiffs’ reliance on a Turkish antitrust in vestigation into defendants is similarly 
unavailing. Like EU competition law, and unlike § 1 of the Sherman Act, Turkey’s competition 
law does not invariably predicate antitrust liability on the existence of an actual agreement among 
competitors. Turkish law provides that “agreements and concerted practices  between 
undertakings, and decisions and practices of asso ciations of undertakings  which have as their 
 
7 See also EU L. Blog, Concerted Practices, Oligopoly, Restriction by Object: Case C-8/08  (Oct. 3, 2009), 
https://eulaw.typepad.com/eulawblog/2009/10/concerted-practices-oligopoly-restriction-by-object-case-c-808.html 
(discussing the European Court’s defi nition of “concerted practi ce” and noting that “[a]n exchange of information 
between competitors is tainted with an  anti-competitive object if the exchange is capable of removing uncertainties 
concerning the intended conduct of the participating undertakings”). 
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object or effect or likely effect the prevention, distortion or restriction of competition directly or 
indirectly in a particular market  for goods or services are illegal and prohibited.” Turkish Civil 
Code, Law No.: 4054 Official Gazette [Resmi Gazette = R.G.], 13 December 1994 No. 22140, 
enacted 7 December 1994 (emphasis added). “In cases where the existence of an agreement cannot 
be proved, a similarity of price changes in the market, or the balance of demand and supply, or the 
operational regions of undertakings to those markets where competition is prevented, distorted or 
restricted, constitutes a presumption that the undertakings are engaged in concerted practice.” Id.  
Perhaps more importantly, the investigation in  Turkey involves reta il price maintenance. 
(See ADP PAC ¶ 87; EPP PAC ¶ 271; DPP PAC ¶ 233.) That is a different business practice than 
the price fixing conspiracy plaintiffs allege. Retail price maintenance (also known as resale price 
maintenance) is a business practi ce defined as an arrangement “for a manufacturer to agree with 
its distributor to set the minimum  price the distributor can char ge for the manufacturer’s goods.” 
Leegin Creative Leather Prods., Inc. v. PSKS, Inc., 551 U.S. 877, 881, 127 S. Ct. 2705, 168 L. Ed. 
2d 623 (2007). Retail price maintenance is not a per se Sherman Act violation. Id. at 900. 
Plaintiffs’ PACs and briefing do not meaningfully  confront these legal distinctions. As to 
the EU investigations, plaintiffs still assert that “any purported differences in the law are 
irrelevant” because “the [EU] i nquiry and this litigation focus on price coordination.” (Doc. No. 
328, at 60.) Such a view is sorely misguided. The pleaded facts make it unclear whether the basis 
for the EC probe is an actual agreement or con certed practices. Plausibility is diminished by the 
potential that defendants’ EU conduct is legal in the U.S. Indeed, this distinction is significant. If 
plaintiffs’ factual support for antitrust infringe ment is that defendant s adopted business conduct 
identical to that under EC investigation, but the EC investigation is predicated on only concerted 
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practices, then plaintiffs have pleaded allegations insufficient to allege a violation of U.S. law. 8 
Cf. In re Travel Agent II , 583 F.3d at 903 (“Allegations of c oncerted action by competitors are 
frequently based on a pattern of uniform business conduct, which courts often refer to as ‘conscious 
parallelism.’ Conscious parallelism, however, is not in itself prohibited under § 1 of the Sherman 
Act.”). The same could be said for the investigation in  Turkey. These substantive differences in 
each jurisdiction’s laws, as well as the dissimilar business practice being investigated in Turkey, 
undermine the plausibility of the alleged misconduct. 
ii. Preliminary Nature of Foreign Antitrust Investigations 
The EC and Turkish investigations are unconvincing because they are too preliminary to 
be probative of an antitrust conspiracy. “The mere fact that regulatory entities are investigating the 
possibility of misconduct is not a plus factor.” See Okla. Firefighters Pension & Ret. Sys. v. 
Deutsche Bank Aktiengesellschaft, No. 23-cv-5095, 2024 WL 4202680, at *9 (S.D.N.Y. Sept. 13, 
2024) (alterations omitted) (collecting cases). As plaintiffs’ own citations point out (ADP PAC ¶ 
82, n.89; EPP PAC ¶ 2, n.1; DPP PAC ¶ 6, n.1), an unannounced EC investigation is “a preliminary 
investigatory step[,]” and “[t]he fact that the [EC] carries out such inspections does not mean that 
the companies are guilty of anti-competitive behaviour[.]” European Commission Press Release 
IP/24/561, Commission carries out unannounced antitrust inspections in the tyres sector (Jan. 30, 
2024). Plaintiffs’ new allegations regarding the consultancy firm dawn raids do no t alter this 
analysis because those too are pa rt of the same “preliminary i nvestigatory step” which “does not 
mean that the companies are guilty of anti-competitive behaviour[.]” European Commission Press 
Release IP/24/3365, Commission carries out further unannounced antitrust inspections in the tyres 
 
8 To be clear, the EC investigation notices cited by plaintiffs do not explicitly distinguish whether the EU defendants 
are suspected of having entered into an actual agreement or engaged in a concerted  practice. But the fact that both 
forms of anticompetitive conduct are prohibited in the EU, while only the former is illegal under the antitrust laws of 
the United States, undermines this plus factor. 
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sector (June 18, 2024).  
Plaintiffs never allege that the EC has concluded its investigation. Plaintiffs also never 
allege any indictment or other more concrete indication of white-collar delinquency. There is still 
no finding of wrongdoing in the EU. This makes th e EC allegations too preliminary to show 
plausibility. Cf. In re Eur. Gov’t Bonds Antitrust Litig., No. 19-cv-2601, 2022 WL 768680, at *20–
21 (S.D.N.Y. Mar. 14, 2022) (taki ng judicial notice of an EC decision where “[t]he European 
Commission’s investigation and the subsequent EC Decision provide non-speculative support for 
the inference of a conspiracy” (internal quotation marks and citations omitted)).  
Although plaintiffs’ su pplemented allegations allege the General Court of the EU 
concluded that the EC had suff icient cause to conduct the dawn  raids (Doc. No. 333, at 1), the 
Court does not find this to be probative. That  ruling merely confirms the EC met a minimum 
evidentiary threshold to conduct a search. See Case T-188/24, Compagnie générale des 
établissements Michelin v. Comm’n, ECLI:EU:T:2025:686 (July 9, 2025). It was not a finding of 
wrongdoing, nor did it uncover new evid ence relevant to this case. T hus, it “carries no weight in 
pleading an antitrust conspiracy” because it is un clear whether “the investigation will result in 
indictments or nothing at all.” In re Graphics Processing Units Antitrust Litig. , 527 F. Supp. 2d 
1011, 1024 (N.D. Cal. 2007). Indeed, as the Court previously observed, “the purpose of an 
investigation is to determine whether there is evidence of unlawful conduct; its existence does not 
therefore signal that there must be such conduct.” (Doc. No. 317, at 25 (quoting Washington Cnty. 
Health Care Auth., Inc. v. Baxter Int’l Inc. , 328 F. Supp. 3d 824, 842 n.16 (N.D. Ill. 2018) 
(emphasis in original).) 
The closest plaintiffs get to showing any finding or admission of wrongdoing is that a single 
defendant—Goodyear—is applying for leniency befo re the EC. (Doc. No. 333, at 3.) Plaintiffs 
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allege this plausibly shows culpability because requests for leniency under EU law apply to 
companies that are or have been party to secret cartels, with “cartel” being defined as “agreements 
or concerted practices aimed at coordinating competitive behavior or influencing competition[.]” 
(Doc. No. 33, at 3  (emphasis added).) But, once again, the request is equally consistent with 
conduct that falls short of the necessary “contract, combination in the form of trust or otherwise, 
or conspiracy” under the Sherman Act. 15 U.S.C. § 1.  
Moreover, the leniency allegations  are speculative. It is unknown why  Goodyear is 
applying for leniency or what information they know at this early stage;  it is unknown what 
Goodyear or any other defendant will confess, if they do at all; and it is unknown if they will admit 
to any conduct that would violate U.S. antitrust law. All that is known is they are cooperating with 
the EC. The allegations regardi ng Goodyear’s leniency petition fall far shor t of admissions to 
investigative authorities that ot her courts have credited with s howing a plausible conspiracy. By 
contrast, in In re Polyurethane Foam Antitrust Litig. (In re Polyurethane Foam I) , 799 F. Supp. 
2d 777, 782 (N.D. Ohio 2011), the court found that specific admissions from defendant employees 
to U.S. Department of Justice (“DOJ”) officials that directly supported a conspiracy to be “the kind 
of ‘smoking gun’ that make Plaintiffs’ Complaints plausible in alleging antitrust violations.” There 
is no such “smoking gun” here, and it is improper to infer a U.S. conspiracy from this EU leniency 
application. 
The Turkish investigation allegations are likewise only preliminary, not to mention based 
on a different legal theory. ( See DPP PAC ¶ 233 (“Turkey’s anti trust authority initiated a 
preliminary inquiry  into the tire industry.”) (emphasis ad ded).) Because of this, they are not 
relevant and likewise fail to provide “non-specula tive support for the infere nce of a conspiracy.” 
In re Eur. Gov’t Bonds Antitrust Litig., 2022 WL 768680, at *20–21 (internal quotation marks and 
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citation omitted). 
The supplemented allegations do not alter the preliminary natu re of the EC or Turkish 
investigations nor uncover previously unknown inculpatory evidence. And none of the allegations 
in the PACs point to any U.S. antitrust investigation by domestic authorities, which would at least 
be more probative. At such an early stage in the EC and Turkish investigations, defendants are 
entitled to “the same presumption of innocence accorded to any accused person.” In re Cedar 
Shakes and Shingles Antitrust Litig. , No. C19-288, 2020 WL 832324, at *10 (W.D. Wash. Feb. 
20, 2020) (internal quotation marks omitted).  
iii. Foreign Actions and U.S. Conduct too Attenuated 
Finally, the foreign jurisdiction investigati ons are unconvincing becau se the connections 
between foreign and U.S. pricing are too attenuate d. Plaintiffs again ask the Court to infer U.S.-
based malfeasance by virtue of each defendant’s  foreign conduct. The Court will not accept 
plaintiffs’ “if it happened there, it  could have happened here” reasoning. See Okla. Firefighters 
Pension & Ret. Sys. , 2024 WL 4202680, at *10 (noting that the Second Circuit has rejected 
inferences of antitrust wrongdoing based on alle ged wrongdoing in other markets) (citations 
omitted); accord In re Chocolate Confectionary Antitrust Litig. , 801 F.3d 383, 402–07 (3d Cir. 
2015); Williamson Oil Co. v. Philip Morris USA, 346 F.3d 1287, 1316–17 (11th Cir. 2003).  
As to the antitrust investigations in Turkey, plaintiffs fail to make any meaningful 
connection between defendants’ alleged conduct in Turkey and their conduct in the U.S. They do 
little more than point out that some defendants belong to the same corp orate families as those 
business entities under investigation in Turkey. Plaintiffs do not allege any guilty plea in Turkey, 
finding of wrongdoing, evidence uncove ring illicit conduct in the U. S., or even coordination in 
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business strategy between U.S. and Turkish entities. 
As for the EC investigation, plaintiffs assert new linkage allegations claiming that the EU 
companies either directly controlled U.S. pric ing or otherwise coordinated identical pricing 
strategies in the U.S. ( See, e.g. , ADP PAC ¶ 26 (“Continental AG [the European entity] 
acknowledges in its annual reports that it mainta ins control over the reve nue-related activities of 
its subsidiaries.”); DPP PAC ¶ 48 (“Pirelli C. & S.p.A. serves  as a revolving door to upper 
management in the U.S., with many of Pirelli Ti re L.L.C.’s officers and directors previously 
serving executive functions at Pirelli C. & S.p.A[.]”).)  
The parties dispute the nature of the parent-subsidiary rela tionship of defendant business 
entities in the context of inferring a U.S. conspiracy. Plaintiffs argue that the parent EU companies 
exerted significant control such that it is reasonable to infer that (so far unproven) anticompetitive 
conduct in the EU was also done here. 9 They allude to some form of  alter ego liability or similar 
connection. Defendants rebut th is, relying on many authoritie s discussing parent-subsidiary 
liability under several theories in other legal contexts. (See Doc. No. 327, at 33–35.) 
The case most on-point is In re Chocolate Confectionary Antitrust Litig. , which held that 
“a conspiracy elsewhere, without more, generally does not tend to prove a domestic conspiracy[.]” 
801 F.3d at 403. In that case, the court reasoned that “[a] subsidiary is a distinct legal entity and is 
not liable for the actions of its parents or sister corporations simply by dint of the corporate 
relationship.” Id. at 404 (citing In re Ins. Brokerage Antitrust Litig. , 618 F.3d 300, 341 n.44 (3d 
Cir. 2010)). 
The reverse is also true. “Gener ally, a parent corporation is not  liable for the acts of its 
 
9 Plaintiffs’ argument here cannot negate the EC investigation attenuation issue as to all defendants. Not all defendants 
have their parent companies in the EU: Goodyear’s parent company is in the U.S., and Bridgestone’s parent company 
is in Japan. For those defendants, the entity subject to EC scrutiny is a subsidiary. 
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subsidiary[.]” Nottingham-Spirk Design Assocs., Inc. v. Halo Innovations, Inc. , 603 F. Supp. 3d 
561, 569 (N.D. Ohio 2022). Indeed, only “[i]n extrao rdinary cases” will a court “disregard the 
corporate entity[.]” Id. Upon review of plaintiffs’ linkage a llegations, the Court does not see an 
extraordinary case. Defendants appear to be enga ged in what are typical trans-national business 
engagements between business entities. On this ground, it would be improper to presume domestic 
misconduct of U.S. defendants by virtue of their EU counterparts’ foreig n conduct, particularly 
since the alleged conduct has yet to be found to violate the antitrust laws of any jurisdiction. 
Issues of how entwined the corporate relationship between the U.S. and EU defendants are 
also strike the Court as ancillar y to the main issue for the Court’ s consideration at this time of 
whether this plus factor points to any conspiracy in the United States. This is so because even if 
the foreign parent exerts total control and ignores all corporate formalities, plaintiffs must point to 
something indicating the defendants engaged in conduct violating the Sherman Act, and they have 
not done so. As the court in In re Chocolate Confectionary concluded, it may be reasonable to 
infer conspiracy based on foreign conduct “if two markets are sufficiently similar or adjacent and 
the relevant activities therein are sufficiently linked or tied in some way, e.g., the people involved 
in the conspiracies are the same or overlapping[.]” 801 F.3d at 403.  
Even though there are some general allegations of overlap of involved personnel for some 
of the defendants, the U.S. and EU markets are separate and have dist inct bodies of governing 
competition law. And the EC i nvestigation is still preliminary, with no finding of wrongdoing or 
actual admission of guilt by any de fendant. For these reasons, the parent-subsidiary coordination 
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issue does not support this plus factor in any way.10  
Setting aside the differences in law and prelim inary nature of the EC investigations, the 
allegations of coordination between the EU and U.S. entities do not plausibly point to a conspiracy. 
Plaintiffs offer new allegations from anonymous former employees in an attempt to plausibly show 
coordinated price fixing between the EC-scrutinized entities and their U.S. counterpart defendants. 
(See ADP PAC ¶¶ 7, 91; EPP PAC ¶¶ 272–75; DPP PAC ¶¶ 231–32.) But these allegations are all 
either not sufficiently detailed, describe what appears to be innocuous business conduct, or do not 
adequately explain the witness’s background enough to show why that witness has knowledge of 
the conclusions they are making. They do not nudge the complaint toward plausibility. 
To be sure, the Court notes that, at the pleading stage, allegations regarding confidential or 
anonymous witnesses are to be taken as true and construed in favor of the plaintiff. See In re Cattle 
Antitrust Litig. (In re Cattle II), No. 19-cv-1129, 2021 WL 7757881, at *5 n.6 (D. Minn. Sept. 14, 
2021) (“Defendants suggest that Pl aintiffs’ direct evid ence [involving confiden tial witnesses] is 
based on hearsay and speculation, so the Court shoul d not credit it. Howeve r, at the motion to 
dismiss stage, all allegations are taken as true and construed in Plaintiffs’ favor.”); Hinds County, 
 
10 Although not factoring into the legal analysis for this  plus factor, a letter from the Directorate-General for 
Competition (“DG Competition”) of the EC further underscore s this point. In response to press articles and ongoing 
U.S. litigation involving defendants, DG Competition circ ulated a letter “to clarify the scope of the ongoing 
investigation of the Commission and to safeguard the interests of the Commission investigation.” (Doc. No. 334-2, at 
2.) The letter highlights that: 
The Commission is investigating the conduct of the leading tyre manufacturers that concerns the 
EEA. The Commission’s jurisdiction for finding an infringement of Article 101 TFEU is strictly 
limited to the EEA territory. No conclusions for ot her territories than the EEA can therefore be 
drawn from this Commission investigation or its developments. Please note that DG Competition 
has no objection to the disclosure of this letter to US Courts in any pending litigation. 
(Doc. No. 334-2, at 5.) 
Judicial notice of the substance of this letter is unsuitable at this stage. See In re Omnicare, Inc. Sec. Litig., 769 F.3d 
455, 466 (6th Cir. 2014) (“Generally, at the motion-to-dismiss stage, a federal court may consider only the plaintiff’s 
complaint.”). It is also unnecessary, as it does not change th e Court’s analysis as to this plus factor. However, it is 
notable because it reiterates the point that the EC investigation does not pertain to any conduct in the U.S. 
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Miss. v. Wachovia Bank N.A., 700 F. Supp. 2d 378, 396 n.5 (S.D.N.Y. 2010) (“[T]he Court, taking 
Named Plaintiffs’ averments re garding the Confidential Witne ss as true, accepts that the 
Confidential Witness would possess the informati on alleged for the purpos es of this motion to 
dismiss.”). And allegations regarding confid ential or anonymous witnesses need only be 
“sufficiently detailed” at the pleading stage to show plausibility. In re Cattle Antitrust Litig. (In re 
Cattle I), No. 19-cv-129, 2020 WL 5884676, at *5 (D. Minn. Sept. 29, 2020) (citing In re Ins. 
Brokerage, 618 F.3d at 323).  
But this leniency does not mean the Court must accept as true all of a witness’s conclusions. 
See City of Pontiac Police & Fire Ret. Sys. v. BNP Paribas Sec. Corp. , 92 F.4th 381, 396–97 (2d 
Cir. 2024) (rejecting an anonymous executive’s claim that defendants were in a conspiracy because 
“Plaintiffs fail[ed] to allege that the executive  was in a position to know whether a conspiracy 
existed,” their account consiste d of “chiefly generic descrip tions,” and the “hazy, unmoored 
contentions are [not] compelling[.]”); In re Everyware Global, Inc. Sec. Litig. , 175 F. Supp. 3d 
837, 872–73 (S.D. Ohio 2016) (finding confidential witness statements to not be plausible factual 
allegations of defendants’ wrongdoing in part because complaint did not indicate how the 
witnesses “would have been in a position to know” about company-wide problems). A confidential 
witness’s allegations must at least be (1) suffic iently detailed and (2) explain how the witness’s 
job or interaction with defendants placed them in a position to know whether a conspiracy existed. 
That would allow the Court a sufficient fact ual basis to infer a plausible conspiracy. Compare In 
re Cattle I , 2020 WL 5884676, at *5 (finding allegations re garding confidential witnesses were 
not sufficiently detailed to survive a motion to dismiss because of “lack of detail,” the “mismatched 
nature” of their statements, and plaintiffs did “not adequately explain their jobs and how their 
interactions in those jobs would lead to them  acquiring the knowledge they allegedly possess”) 
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with In re Cattle II , 2021 WL 7757881, at *4 (denying moti on to dismiss after finding the 
allegations “adequately explain the confidential witnesses’ jobs,” as well as how they would 
“acquire knowledge of Defendants’ alleged agr eement” and finding the allegations “are not 
mismatched”). 
Plaintiffs allege a former Pirelli employee stated that “everything emanated from Milan[.]” 
(ADP PAC ¶ 7; EPP PAC ¶ 275; DP P PAC ¶ 232.) This is used to support plaintiffs’ claim that 
“upon information and belief, Defendants’ Europ ean entities provided guidance including price 
margin guidance to their U.S. affiliates.” Id. These factual allegations fail to show any foul play. 
For one, they provide almost no detail. They are far too vague to show the sort of direct control or 
coordination over pricing from abro ad that would suggest what ha ppened in the EU (if anything 
illegal happened at all) also transpired in the U.S. For another, they describe—albeit vaguely and 
generally—business conduct that appears facially innocuous under U.S. antitrust law. Cf. City of 
Pontiac, 92 F.4th at 396–97 (finding that innocent “market chatter” did not allow for the court “to 
infer the existence of a conspi racy”). Finally, there is almost  no factual background about this 
employee. The Court has no information whatsoever on when this witness was employed at Pirelli, 
or even the approximate dates fo r when they observed the conduc t in the allegations they now 
bring forth. Their background is summarized in a single sentence. This precludes examination of 
whether the witness’s “job[] would lead to them acquiring the knowledge they allegedly 
possess[.]” In re Cattle I, 2020 WL 5884676, at *5. 
Another former employee—this one from Michelin—is described as having been 
responsible for “pricing interm ediate and budget replacement tire s,” and claims that “in 2016 
Michelin underwent a ‘consolidation of budge ts.’” (EPP PAC ¶ 274.) Thereafter, she became 
“responsible for pricing intermediate and budget re placement tires for bot h EMEA and the . . . 
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United States.” (Id.) Meanwhile, ADPs allege that the former Michelin employee “confirmed that 
account managers in Europe also sometimes exchanged pricing information directly.” (ADP PAC 
¶ 91.) These allegations fail to meet plausibility for the same reasons as those of the Pirelli 
employee. It is unclear what “consolidation of budgets” means. The complaints lack any 
information on the dates when this former employee was employed at Michelin or the time frame 
for when they observed what they are alle ging, other than vaguel y stating there was a 
“consolidation of budgets” in 2016. And it is also unclear what the “exchanged pricing 
information” contained, and between which parties, if any, pricing information was shared. Unless 
the pricing information was clea rly commercially sensitive and sp ecifically shared between the 
named competitors, this inform ation does not plausibl y show an antitrust conspiracy among 
defendants.11 The Court cannot infer foul play based on this limited, vague, and facially innocuous 
conduct.  
*** 
The foreign jurisdiction investigations fail to show a plausible conspiracy. Plaintiffs 
attempt to argue to the contrary  by citing cases accepting foreign inve stigations as plus factors. 
But all the cited authorities are distinguishable.  
In re Eur. Gov’t Bonds Antitrust Litig. endorsed an EC investigation as a convincing plus 
factor. 2022 WL 768680, at *21. The critical differenc e there was that, in the time between the 
first and third amended complaints, “the European Commission’s actions transformed from mere 
investigation to final decision.” Id. at *20 (emphasis added). “With that change, ‘both the scope 
and outcome of [that] investigation[] [were] known.’” Id. (quoting In re Foreign Exch. Benchmark 
 
11 The Court notes that plaintiffs allege that some U.S. subsidiaries are wholly owned by foreign corporation parents. 
For other defendants, it is not specifically alleged that the subsidiary is wholly owned by the parent. And plaintiffs do 
not specifically allege a conspiracy between subsidiaries and parents, but between competitor group entities. 
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Rates Antitrust Litig., 74 F. Supp. 3d 581, 592 (S.D.N.Y. 2015)). This made the findings “no longer 
speculative” and “transformed the allegations regarding the [EC] from general to specific.” Id. at 
*20–21. The court even took judicial notice of the EC decision. Id. at *21. 
 This case presents no similar finality nor certainty of viol ative conduct. And there is no 
other strong circumstantial eviden ce for plaintiffs’ EC allegations  to bolster. At this stage, 
plaintiffs’ allegations are still “mere investigation,” “speculative,” and “insufficient to support an 
allegation of a plausible conspiracy.” Id. at *20–21; see also European Commission Press Release 
IP/24/561, Commission carries out unannounced antitrust inspections in the tyres sector (Jan. 30, 
2024) (stating that the investigation was preliminary and not a finding of guilt). 
 In Barry’s Cut Rate Stores Inc. v. Visa, Inc. , the court accepted as plus factors several 
investigations into defendant’s conduct. No. 05-md-1720, 2019 WL 7584728 (E.D.N.Y. Nov. 20, 
2019). But those investigations involved U.S. law enforcement. Id. at *32. And several defendants 
had entered a consent decree with the DOJ and settled several class action suits. Id. at *5–6. Here, 
there are no allegations that any U.S. law enforcement agency has investigated defendants for their 
tire pricing and no allegations that defendants have entered into any consent decrees or settlement 
agreements. In re Fragrance Direct Purchaser Antitrust Litig.  is similarly distinguishable due to 
DOJ involvement in that case. No. 2:23- 2174, 2025 WL 579639, at *2 (D.N.J. Feb. 21, 2025) 
(finding plausible conspiracy wh ere EC investigated “anticompetitive business practices in 
consultation with Swiss, U.K., and U.S. law enforcement” and this was followed by a DOJ 
investigation). 
 Finally, in In re Disposable Contact Lens Antitrust Litig., 215 F. Supp. 3d 1272 (M.D. Fla. 
2016), the court primarily relied on plus factors other than foreign jurisdiction investigations to 
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hold that there was a plausible conspiracy. 12 In fact, In re Disposable Contact Lens  merely 
mentions the foreign investigations but did not discuss them substantively or detail how persuasive 
that factor was in its analysis. Id. at 1295–96. 
Case law on this plus factor strong ly supports the Court’s skepticism. See, e.g., In re 
Elevator Antitrust Litig. , 502 F.3d 47, 52 (2d Cir. 2007) (affirmi ng dismissal and rejecting as a 
plus factor allegations of European misconduct—including EC fines against defendants and their 
affiliates for antitrust violati ons—due to “absen[ce of] any evid ence of linkage between such 
foreign conduct and conduct [in the U.S.]”);  In re Chocolate Confectionary , 801 F.3d at 403 
(“[T]he Plaintiffs have not ade quately linked the Canadian conspiracy to the purported U.S. 
conspiracy to justify using the former to  support an inferen ce of the latter.”);  In re Fragrance , 
2025 WL 579639, at *9 (stating that “t he existence of the Government Investigations” were “not 
independently sufficient to s upport [antitrust] allegations”);  In re Eur. Gov’t Bonds , 2022 WL 
768680, at *21 (“[T]he European Commission’s invest igations alone would be insufficient to 
support an allegation of a plausibl e conspiracy[.]”).The amended al legations regarding this plus 
factor suffer from the same pleading insufficiencies as the prior consolidated complaints. The 
PACs fail to show how these specific foreign antitrust investigations —which are still at a 
preliminary stage—lead to an inference of a plausible conspiracy in the U.S. The Court rejects this 
plus factor. 
 
12 A major consideration that favored plausibility of a conspiracy in In re Disposable Contact Lens was that the alleged 
business conduct was against each individu al entity’s economic self-interest. “No single reasonabl e [contact lens] 
manufacturer would drastically raise its prices and restrict  its available sales without assurances that others would 
follow suit” because “a single contact lens [unilateral pricing policy prohibiting retailers from offering discounts on 
covered products] would be difficult to reverse” and “could lead to product suicide if consumer patients insisted on a 
more economic contact lens[] alternative to the single [price restricted] product.” 215 F. Supp. 3d at 1297. Here, each 
tire manufacturer could more readily reve rse a steep price hike if competitors failed to copy it or if there were 
significant consumer backlash, distinguishing this set of facts from those in In re Disposable Contact Lens. 
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b) Acting Against Economic Self-Interest 
ADP and DPP plaintiffs try to repackage and put a new spin on a previously asserted plus 
factor alleging that defendants acted against their economic self-interest. (ADP PAC ¶¶ 196–204; 
DPP PAC ¶¶ 141–48.) Their prior consolidated complaints made cursory allegations that “sudden 
and dramatic parallel price increases” were “c ontrary to their economic interests” absent a 
conspiracy to fix prices. (EPP Compl. ¶ 4; ADP Compl. ¶ 3; see also DPP Compl. ¶ 6 (referring 
to the sudden price increases as “economically unexplained” and “inconsistent with unilateral 
conduct”).) Plaintiffs’ briefing oppo sing the prior motion to dismiss also generally asserted that 
the plus factors, taken together, were “contrary to each [d]efendant’s individual self-interest[.]” 
(Doc. No. 266, at 21.) The Court found that plaint iffs had not plausibly alleged that the price 
increases were irrational absent a prior agreem ent. (Doc. No. 317, at 36.)  Given the oligopolistic 
market dynamics, the impacts of COVID-19, other market factors, and case law on point, the Court 
concluded that the parallel price increases were not  necessarily irrational, were consistent with 
conscious parallelism, and were not plausibly pointing to a conspiracy. (See Doc. No. 317, at 35–
36.) 
Now, the amended pleadings attempt to articulate why plaintiffs believe the parallel price 
increases would be totally irrational if pursued independently: because the unilateral act of raising 
prices so dramatically would risk a loss each competitor’s market share, plaintiffs believe their act 
of doing so despite that economic peril plausibly shows they had a prior agreement to raise prices. 
“A showing that the defendants’  actions, taken independently, would be contrary to their 
economic self-interest will ordinarily tend to exclude the likelihood of independent action.” Nat’l 
Hockey League Players Ass’n v. Plymouth Whalers Hockey Club , 419 F.3d 462, 475 (6th Cir. 
2005) (citation omitted). This analysis requires reviewing whether “defe ndants’ behavior would 
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not be reasonable or explicable . . . if they were not conspiring to fix prices[.]” In re Polyurethane 
Foam III, 152 F. Supp. 3d at 989 (citing City of Tuscaloosa v. Harcros Chems., Inc., 158 F.3d 548, 
572 (11th Cir. 1998)). 13 But “if a benign explanation for the action is equally or more plausible 
than a collusive explanation, the action cannot constitute a plus factor.” Id. (citing Williamson Oil 
Co., 346 F.3d at 1310 (further citation omitted)). As before, a more plausible benign explanation 
exists for this plus factor. Therefore, once again, it cannot plausibly show conspiracy. 
The crux of this plus factor is that raising prices of replacement tires in a competitive 
market was against each defendant’s economic self-interest. (ADP PAC ¶ 197; DPP PAC ¶ 142.) 
Defendants’ price increases “significantly exceeded any rise in raw material  costs” or any other 
input costs. (ADP PAC ¶ 198.) This strikes plaintiffs as suspect because “manufacturers typically 
cannot fully transfer these costs to customers without risking market share.” (ADP PAC ¶ 198.) In 
a competitive market, “a firm would typically lower its prices to gain market share if competitors 
set prices above marginal cost.” (DPP PAC ¶ 14 3.) Raising prices would risk “causing a loss of 
market share” since customers would gravitate toward the lower-priced tires.14 (ADP PAC ¶ 197.)  
But according to plaintiffs, all defendants raised prices significantly over the class period. 
(ADP PAC ¶ 316; EPP PAC ¶ 153.) Yet, defendants appear to have maintained their respective 
market shares throughout the volatile post-COVID-19 period. ( See ADP PAC ¶¶ 78, 80; cf. EPP 
 
13 Stated another way, a business action is against self-interest where individual action would be so perilous in the 
absence of advance agreement with competitors that no re asonable firm would make the challenged move without 
such an agreement in place. Philip E. Areeda & Herbert Hovenkamp, Antitrust Law ¶ 1434c1 (2022). 
14 ADPs also allege that a former Bridgestone employee who served as European country manager and worked for 
several defendants “confirmed that these Defendants directed their account managers to instruct their distributors and 
retailer customers on how to price tires with an objective of ‘mapping’ the Defendants’ ‘price position in the market’—
that is, price tires to maintain, not increase, Defendants ’ respective market share.” (ADP PAC ¶ 199.) This alleged 
fact, which does not indicate a time frame for when the co nduct allegedly occurred or when the individual was 
employed at Bridgestone, is too vague and conclusory to support the contention that de fendants acted against their 
own self-interest. Cf. In re Dynamic Random Access Memory Indirect Purchaser Litig. (“DRAM”), No. 4:18-cv-2518, 
2020 WL 8459279, at *10 (N.D. Cal. Nov. 24, 2020) (finding conclusory confidential witness claims that failed to 
allege “who, did what, to whom (or with whom), where, and when”). Moreover, the business practice plaintiffs are 
vaguely stating do not appear nefarious. 
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PAC ¶ 252; DPP PAC ¶¶ 74–75.) To plaintiffs, the price hikes were a “t extbook example” of 
acting against economic self-interest (ADP PAC ¶ 196) and would only be rational for each 
defendant to pursue if each was expecting its competitors to participate in the price fixing scheme. 
(ADP PAC ¶ 198; DPP PAC ¶ 147.)  
Plaintiffs’ PACs, however, plead that  the replacement tires market is oligopolistic. (See 
ADP PAC ¶ 78 (“The U.S. Tires market is oli gopolistic, with three of Defendants controlling 
nearly all the market[.]”); see also  DPP PAC ¶ 74 (“Bridgestone , Michelin, and Goodyear 
comprised almost 64% of the U.S. replacement tire market” and “[t]he remaining 36% of the U.S. 
market includes manufacturers such as Defendant s Continental, Pirelli, and Nokian.”).) And 
although plaintiffs plead “lock-step ” price increases in a concluso ry manner, their price increase 
descriptions and accompanying charts plausibly reflect sequential parallelism. 
In this specific market context, the act of ea ch defendant independently raising prices in 
the sequential manner in which they are alleged to have acted is cons istent with conscious 
parallelism or independent conduct. Here, it is pl ausible that each firm could have “engage[d] in 
an action that bec[ame] known to its rivals, who [could] then choose whether to imitate the move.” 
Ross v. Am. Exp. Co. , 35 F. Supp. 3d 407, 440 (S.D.N.Y. 2014) . As explained below, a single 
defendant’s attempt to raise its prices in this specific context would not incur so perilous an 
economic risk that it would be absurd or foolis h to pursue independently. Plaintiffs’ claim that 
defendants could only have raised their prices seque ntially as part of a prior agreement, because 
absent such agreement the risk of loss of market share would be too great and certain, is belied by 
the obvious alternative e xplanation of sequential parallelis m. Taking into account the oligopoly 
wherein they operate, the manner in which defendants are alleged to have raised prices is consistent 
with furthering each firm’s economic self-interest. 
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Indeed, oligopolies pose “a special problem under § 1 because rational, independent actions 
taken by oligopolists can be nearly indistinguishable from horizontal price fixing.” Valspar Corp. 
v. E.I. Du Pont De Nemours & Co. , 873 F.3d 185, 191 (3d Cir. 2017). In contrast to typical 
competitive markets where “the effects of any single firm’s price and output decisions ‘would be 
so diffused among its numerous competitors that they would not  be aware of any change[,]’” 
oligopolies are characterized by an innate interdependence “where any price movement ‘will have 
a noticeable impact on the ma rket and on its rivals.’” Id. (quoting Philip E. Areeda & Herbert 
Hovenkamp, Antitrust Law 206–07 (2d ed. 2000)). Consequently, “[ c]ompetitors in concentrated 
markets watch each other like hawks.” In re Text Messaging Antitrust Litig. , 782 F.3d 867, 875 
(7th Cir. 2015). And this is consistent with plaintiffs’ allegations th at each defendant was 
hypervigilant of competitor pricing. (See, e.g., EPP PAC ¶ 156 (“[C]ompetitors typically monitor 
these earnings calls” and “the publicly traded Defendants know that their competitors are listening 
to the announcements made during earnings calls.”).) 
In light of this oligopolistic market struct ure, the Court is unconvinced that defendants’ 
sequential price increases constitu te “action against self-interest” that suggest the existence of a 
prior agreement. Many other courts have recognized that this same pricing dynamic is also equally 
consistent with independent conduct in an oligopolistic, interdependent market. 
For one, the parallel conduct of defendants can  just as easily be e xplained by “shared but 
independent reaction to the myriad market considerations” that they all collectively faced. United 
Wholesale Mortg., LLC v. Am.’s Moneyline, Inc., No. 22-10228, 2025 WL 502743, at *10 (E.D. 
Mich. Feb 14, 2025) (concluding there was no act against economic self-interest where defendant 
brokers, when confronted with wholesale mortgage lender’s condition that for the wholesale lender 
to offer loans the brokers could not deal w ith competitor lenders, had acceptable economic 
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considerations for either accep ting or denying the conditions ). One plainly obvious market 
consideration, even acknowledged by plaintiffs, is the sudden increase in input costs and other 
inflationary pressures beginning with the COVI D-19 pandemic. Defendants each faced identical 
pricing pressures that, even plaintiffs concede, caused about a 16% price increase, accounting for 
roughly three-fourths of the observed replacement tire price increase of 21% over the class period. 
(Cf. ADP PAC ¶¶ 175 (“[A]fter accounting for demand and cost factors that may affect tire prices, 
Defendants’ alleged conspiracy increased tire prices  by 5.4%.”), 316 (“[T ]he prices for new 
replacement tires have increased 21.4 %.”).) Indeed, it is odd for plaintiffs to concede that most of 
the price increases are attributable to non-collusive factors while also asserting they were against 
each defendant’s economic self-interest if done i ndependently. If so much of the dramatic price 
increase can be explained by non-collusive factors, then the idea of each defendant independently 
raising prices is not nearly as far-fetched as plaintiffs present it to be.  
Setting aside the three-quarters increase attributable to non-co llusive factors, defendants 
are left with explaining the appr oximately 5% price increase. But this too is equally consistent 
with conscious parallelism. The oligopoly in which defendants operate makes these allegations, at 
best, equally consistent with both conscious parallelism and collusion. See Twombly, 550 U.S. at 
554 (“The inadequacy of showing parallel conduct or interdependence, without more, mirrors the 
ambiguity of the behavior: consistent with conspiracy, but just as much in line with a wide swath 
of rational and competitive business strategy unilaterally prompted by common perceptions of the 
market.”).  
The consolidated nature of the replacement tire industry facilitates “follow the leader” price 
increases, which are common in oligopolies. The Sixth Circuit recognized this phenomenon in In 
re Travel Agent II, where the court stated: 
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“When one oligopolist raises it s price, each of its rivals must decide whether to 
follow. Continuing the previous price would allow each of the others to increase its 
sales if the leader persists in charging a higher price. But each knows that the leader 
is likely to retract an increase that is not followed. Accordingly, each rival asks 
itself whether it is better off at the lowe r price when it is charged by all or at the 
higher price when charged by all. If the latter, as will often be the case, the leader’s 
price increase is likely to be followed. 
 
*** 
 
The price leader may assume that others  have made a similar calculation about 
which price will maximize prof its. Or the leader may s imply proceed by trial and 
error: raise the price and see what ha ppens, especially where reversing an 
unfollowed price rise is not very costly.” 
 
583 F.3d at 910 (quoting 6 Philip E. Areeda & Herbert Hovenkamp, Antitrust Law ¶ 1410b (2d ed. 
2003)).
15 
Similarly, in In re Musical Instruments, the court observed that “s o long as prices can be 
easily readjusted without persistent negative consequences, one firm can risk being the first to raise 
prices, confident that if its price is followed, all firms will benefit. By that process (‘follow the 
leader’), supracompetitive prices and other anti competitive practices, once initiated, can spread 
through a market without any prior ag reement.” 798 F.3d at 1195. The court in Valspar Corp. v. 
E.I. Du Pont de Nemours and Co., made the same observation and noted that “if a firm announces 
a price increase, other market participants will know that if they do not increase their prices to the 
 
15 Indeed, the most recent edition of the Areeda & Hovenkamp treatise confirms this business dynamic. Defendants’ 
sequential parallelism in price increases mirrors the below description: 
 
No advance agreement is necessary to explain leading or following the bulk of business parallelism. 
In deciding whether to follow a rival’s price increase, each firm knows that a widely unfollowed 
price increase will be rescinded. Accordingly, each rival will consider whether it is better off when 
everyone charges the same high or low price. 
*** 
Initiating a price increase . . . can also be explai ned without any advance agreement. The initiator 
and the early followers can always reverse the move if most rivals do not follow. Not much business 
or goodwill would be lost if the retraction was reasonably prompt, and perhaps none would be lost 
if the original announcement had a future effective date that was never reached. 
 
Philip E. Areeda & Herbert Hovenkamp, Antitrust Law ¶ 1425d (2022). 
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first-mover’s level, the first-mover may be forced  to reduce its price to their level. Because each 
of the other firms know this, each will consider whether it is bett er off when all are charging the 
old price or the new one. They will obviously choose the new price when they believe that it will 
maximize industry profits.” 873 F.3d 185, 191 (3d Cir. 2017) (citing In re Flat Glass, 385 F.3d at 
359 (cleaned up)). 
 This “follow-the-leader” economic phenomenon can be a rational consideration for a firm. 
See id. (acknowledging that “oligo polistic rationality” may cause supracompetitive prices by 
discouraging price reductions while encouraging price increases). And by virtue of its independent 
nature, it is not proscribed by § 1 of the Sherman Act. See In re Text Messaging Antitrust Litig. , 
782 F.3d at 872 (“Express collusion violates antitrust law; tacit collusion does not.”). 
As plaintiffs admit, there was already signi ficant upward pricing mo mentum in the tire 
market due to COVID-19, the war in Ukraine, and other non-collusive factors. “Follow-the-leader” 
pricing that is often seen in  oligopolies is an additional reasonable expectation and obvious 
alternative explanation for the price increases in this context.
16 For one defendant to independently 
“try” pushing tire pricing even further than input pressures required, and see if competitors would 
follow, is a relatively safe wager. If they succeed in leading the rest of the industry to copy them, 
then all are financially rewarded. If competitors fail to follow suit, the leading manufacturer can 
simply reverse the price increase to avoid losi ng market share. Defendants might have done just 
that in the pre-COVID-19 period when they implemented and quickly rolled back several price 
increases. (See, e.g., DPP PAC ¶ 98 (“Prior to 2020, Defenda nts struggled to implement price 
 
16 Here, the Court notes that although the pleading stage requires all reasonable inferences to be construed in plaintiffs’ 
favor, the Court must also follow Twombly’s holding that conspiracy allegations  which are equally consistent with 
conscious parallelism fail to state a claim. See Twombly, 550 U.S. at 554. Accordingly, the Court considers the obvious 
alternative explanation that defendants may have been e ngaging in conscious parallelism through pricing dynamics 
which other courts and economic experts have concluded are common in oligopolies. 
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increases,” “discussed abandoning or withdrawing price increases,” and “expressed concern that 
the benefits of increasing price would be o ffset by the corresponding reduction in their sales 
volume”).) The fact that defendant firms may have decided to follow the first price mover to match 
prices this time around does not necessarily imply the existence of an illegal price fixing scheme.17 
To the contrary, “[o]ne would ordinarily expect parallel pricing in [highly concentrated markets], 
particularly if it is sequential—that is, if each fi rm is able to observe the prices of others before 
settings its own price.” Herbert Hovenkamp, Federal Antitrust Policy: The Law of Competition 
and Its Practice, § 4.5, at 176 (3rd ed. 2005); see also In re LTL Shippi ng Servs. Antitrust Litig., 
No. 1:08-md-1895, 2009 WL 323219, at *18 (N.D. Ga. Jan. 28, 2009) (“In a homogenous industry 
each major player has the same incentive to charge the same surcharge and realize the same 
improved profit margin.”). Here, the oligopolistic tire market and the sequential nature of the price 
increases, “although consistent with conspiracy, [a re] more indicative of  consciously parallel 
follow-the-leader pricing.” In re Fla. Cement & Concrete Antitrust Litig. , 746 F. Supp. 2d 1291, 
1310 (S.D. Fla. 2010). 
Contrary to what plaintiffs claim, the parallel conduct is  not inconsiste nt with each 
individual defendant’s economic self-interest. Quite the opposite. Defendants’ actions, from the 
perspective of the time in which they were c onducting business, would have incurred minor and 
reversible risk and could have easily advance each  firm’s individual economic self-interest. This 
is especially true where there are market factors at play requiring price increases. (See, e.g., ADP 
 
17 Game-theoretic models can illustrate the incentive for competitor firms in repeated games to tacitly collude to charge 
the supracompetitive monopoly price without “getting together to agree on prices ( i.e., overtly colluding) – which 
would be illegal under antitrust laws.” Benjamin E. Hermalin, Games in Extensive Form and Repeated Games § 5.1 
(2003), accessible at https://f aculty.haas.berkeley.edu/hermalin/repeated_game.pdf. “[E]ven without an explicit 
agreement, [competitors] understand they have an incentive  not to undercut the monopoly price due to the threat of 
profit-eroding price competition were they to undercut; that is, the start of a price war if they undercut.” Id. (emphasis 
in original). The factors that facilitate tacit collusion coincide with the characteristics of oligopoly (e.g., a small number 
of firms, repeat players, monitoring capabilities to detect cheating, etc.). See generally id. 
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PAC ¶ 167 (“[T]he effect of COVID-19 on tire prices through its effect on material costs will be 
captured by [the price index of raw materials] variable.”); EPP PAC ¶ 302 (“COVID-19 may affect 
tire prices through its effects on product cost fo r tires and demand for tires.”); DPP PAC ¶ 132 
(“Despite headwinds from the COVID-19 pandemic a nd the war in Ukraine that led to inflation 
and fluctuating input costs . . .”).) Price increases may have been particularly rational in the context 
of this case. As plaintiffs point out, for years the market did not support the various price increases 
that certain defendants attempted. But COVID-19 a nd other market factors gave each defendant 
an opportunity to increase prices and observe the market’s reaction. 
“[I]n an oligopolistic market” such as this on e, the observed parallel behavior “can be a 
necessary fact of life.” Valspar Corp., 873 F.3d at 193; accord In re Baby Food, 166 F.3d at 122. 
A “benign explanation” for this parallel conduct “is equally or more plausible” than a conspiracy. 
In re Polyurethan Foam III, 152 F. Supp. 3d at 989 (citation omit ted). The allegations here show 
actions consistent with, rather than contrary to, each defendant’s economic self-interest. The Court 
therefore concludes this plus factor does not plausibly show conspiracy. 
c) Econometric Analysis Showing Collusion 
The plaintiffs plead as a plus factor an econometric analysis purporting to plausibly allege 
that a conspiracy in restraint of trade caused at least some of the price increases in replacement 
tires. (ADP PAC ¶¶ 146–85; EPP PAC ¶¶ 276–315; DPP PAC ¶¶ 149–88.) This plus factor relates 
to and is similar to the prior consolidated compla ints’ plus factor for pretextual explanations for 
price increases. (See Doc. No. 317, at 66–82.) Plaintiffs previously alleged “that defendants’ public 
explanations for their price increases were pr etextual” and “do not account for the significant 
increases in prices over the Class Period.” ( Id. at 66.) They asked the C ourt to not take seriously 
defendants’ justifications for the price hikes, which were blamed on “rising input costs” and 
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“changing market dynamics.” (Id. (citing DPP Compl. ¶¶ 81–82, 89, 93, 100, 113, 120, 122; EPP 
Compl. ¶¶ 151, 153–56, 159, 161, 165, 177; ADP Compl. ¶¶ 56, 58, 60, 70, 152, 206).) 
The plaintiffs offered two bases to suppor t their argument that the Court disregard 
defendants’ justifications as merely pretextual. First, they asked the Court to credit several 
statements by defend ants suggesting that their input cost  explanation was me rely pretextual, 
including one by Goodyear’s CEO st ating that “increase[s] in th e replacement tire prices[] more 
than offset costs.” (Id. at 66–67 (citations omitted).) Second, they presented economic arguments 
showing the price increases could not be explained solely by non-collusive factors. (Id. at 67.) The 
economic arguments included: (1) DPP’s regressi on model, (2) EPP’s comparisons of U.S. and 
European tire prices with prices in Japan and comparison of defenda nt and non-defendant tire 
prices, and (3) ADP’s explanation of how tire prices diverged from what would be expected in a 
competitive market. (Id.) 
The Court previously concluded that, as a preliminary matter, the global impacts of the 
COVID-19 pandemic, inflation, su pply chain disruptions, and ri sing input costs were obvious 
alternative explanations for the price increases. ( See id.  at 68–69.) These alternative causes 
suggested “rational pricing behavior in an interdependent market, not conspiracy.” ( Id. at 69.) 
Plaintiffs made “no meaningful attempt to square those allegations with their competing 
allegations that ‘[n]o market forces can explain’ the price increases.” (Id. (quoting Doc. No. 266, 
at 19; DPP Compl. ¶ 5; EPP Compl. ¶ 178; ADP Compl. ¶¶ 92–93).) 
Upon review of the first main basis, the Court further concluded that plaintiffs 
“exaggerate[d] in arguing that statements from [d ]efendants confirmed [that the] price increases 
far exceeded the rise in input costs[.]” ( Id. at 72 (quotation marks and citations omitted).) For 
instance, plaintiffs argued that Goodyear’s comment that its “increase in the replacement tire prices 
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47 
more than offset [its] costs” evidenced pret extual explanations for price increases. ( Id. (quoting 
DPP Compl. ¶¶ 5, 101, 114, 119; EPP Compl. ¶ 178; ADP Compl. ¶¶ 69, 93).) But the Court was 
unconvinced by plaintiffs’ argument because this statement merely “restate[d] the basic formula 
for profit: revenue must exceed costs.” (Id.) The Court also found that it was not “suspicious that 
other tire manufacturers also raised prices, given that they all faced the same rising costs.” (Id.) 
On the second main basis, the Court’s prior memorandum opinion considered and rejected 
each of DPP’s, EPP’s, and ADP’s allegations in  support of a plausible conspiracy. DPP’s prior 
consolidated complaint included a regression analysis that purported to compare actual prices to 
prices buyers would have paid in a conspiracy-free market. (Id. at 73 (citing DPP Compl. ¶ 123).) 
DPP’s regression graph consisted of a blue line—representing actu al tire prices —maintaining a 
relatively stable price level until it increased significantly beginning in February 2020, after which 
prices leveled off begi nning around January 2023. ( See id. at 73–74.) The grap h also included a 
red line representing “but for” prices. This line also sloped upward but was lower than the blue 
line, implying that tire prices would have been significantly lower had no price fixing transpired. 
(Id.) 
The Court declined to accept plaintiffs’ claim that this regression model plausibly indicated 
a price fixing conspiracy. The chart merely presented a “bottom-line conclusion” and not an actual 
statistical analysis. ( Id. at 74 (quoting Doc. No. 276, at 22).) The Court declined to credit that 
conclusion on several grounds. For one, the graph provided minimal context, thus permitting it to 
“represent almost any c onceivable dataset[.]” ( Id.) For another, DPPs “ma[de] no attempt to 
explain what their input data [was], where it came from, or why it [could] reasonably be expected 
to be representative of defenda nts’ prices for passenger replaceme nt tires in the United States.” 
(Id. at 75 (citing City of Pontiac, 92 F.4th at 399).) Finally, DPPs did not give specific information 
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about the methodology used in their model. They me rely disclosed that their expert applied “the 
well-known and widely accepted dummy variable  multiple regression methodology[.]” ( Id. 
(quoting DPP Compl. ¶ 124).) They also simply stated that the regre ssion controlled for six 
different variables. (See id. at 75–76.) But the Court was troubled by that minimal factual context 
and found that the “lack of tran sparency [was] particularly tr oubling given plaintiffs’ near-
exclusive reliance on it to rebut defendants’ argument that the COVID-19 pandemic is an obvious 
alternative explanation[.]” (Id. at 77 (internal quotations and citations omitted).) 
EPP’s two economic arguments in their prior consolidated complaint fared no better. EPP’s 
first chart showed that tire prices in the U.S. and Europe increased faster than in Japan. The charts 
compared two distinct indexes: Japan’s consumer price index and the producer price indexes of 
the U.S. and Europe. ( Id. at 79 (citing EPP Compl. ¶ 180; Doc. No. 266, at 30).) The Court had 
issue with the differences betw een these two indexes and EPP’ s failure to explain why any 
perceived price discrepancy might not be attr ibutable to comparing different indexes. ( Id.) 
Moreover, the index graph did “not  depict nearly as clean a di vide between conspiracy-induced 
prices and competitive prices[.]” (Id.) For these reasons, the Court declined to find the index graph 
plausibly pointed to a conspiracy. (Id. at 80.) 
EPP’s second chart comparing 2022 and 2023 pri ces for a specific tire size between four 
defendants and two non-defendants18 was also rejected. (See id.) The Court found that this did not 
show plausibility because the chart did not in clude pre-conspiracy period pricing comparisons. 
(Id.) Without the pre-2020 data, the observed price discrepancies could have been the status quo 
rather than arising after a conspiracy began. 
 
18 The four defendants were Goodyear, Continental, Michelin, and Bridgestone. (See EPP ¶ 181.) EPPs compared their 
tire prices to those of non-defendants Hankook and Falken. (Id.) 
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ADP’s explanations in their prior consolidated complaint were also rejected. ADPs alleged 
that defendants’ pricing actions diverged from what one would e xpect in a competitive market. 
They argued that “fluctuations in input costs should not, and historica lly had not, uniformly 
impacted defendants’ prices.” (Id. at 69 (citing ADP Compl. ¶ 160).) Per ADPs, one would expect 
price increases to be non-uniform rather than in lockstep. The C ourt, however, did not find this 
argument to be particularly rele vant. “[D]efendants [were] not actually alleged to have increased 
their prices at th e same time (or by th e same amount).” ( Id. at 70.) Indeed, “the increases often 
arose weeks or even months apart, and sometimes varied in amount by several percentage points.” 
(Id. (citing ADP Compl. ¶¶ 54–55,  66).) Moreover, the differe nce between the 2017 pricing 
conduct and the 2020–2022 actions had the obvious alte rnative explanation of the impacts of the 
COVID-19 pandemic and “historically anomalous” input cost volatility, which ADPs conceded in 
their consolidated complaint. (See id. at 71 (citing ADP Compl. ¶ 155).) 
The Court concluded its analysis of the pretex tual explanations plus factor by noting that 
even if “rising [input] costs may not have been the full or even real reason for increasing prices, 
that would not show whether the real reason was interdep endence or a conspiracy.” ( Id. at 81 
(internal quotations omitted) (citing In re Blood Reagents Antitrust Litig. , 266 F. Supp. 3d 750, 
775 (E.D. Pa. 2017)).) And even if the price increases reflected seeking higher profits on the part 
of defendants, and not simply a reflection of increases in input costs, such an explanation “would 
still only suggest rational business decisions in an interdependent market—not a prior agreement.” 
(Id. (citing Washington Cnty. Health Care Auth., Inc. v. Baxter Int’l Inc., 328 F. Supp. 3d 824, 843 
(N.D. Ill. 2018)) (further citations omitted).) 
In their proposed amendments, plaintiffs make significant revisions to the prior pretextual 
explanations plus factor. They  no longer discuss public statem ents by defendants allegedly 
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suggesting the price increases far exceeded any increases required by input costs ( see Doc. No. 
317, at 72) in this plus factor. Instead, those allegations are addressed in the price signaling and 
actions against economic self-interest plus f actors. Additionally, EPP’s prior allegations 
comparing price indexes from Ja pan, the U.S., and Europe, and comparing prices from four 
defendants and two non-defendants, have been removed from their PAC. (See Doc. No. 324-2, at 
66–68.) Finally, ADP’s prior allega tions regarding the unexpected “lockstep” price increases—
which the Court previously pointed out was not something defendants were alleged to have done—
have also been omitted. (See Doc. No. 323-2, at 135–36.) 
In their PAC, DPP’s allegations regarding the multiple regression model have been 
expanded. Now, all three PACs include detailed allegations on the multiple regression model. (See 
ADP PAC ¶¶ 146–85; EPP PAC ¶¶ 276–315; DPP PAC ¶¶ 149–88.) Plaintiffs use a multivariate 
regression model to estimate what they call an  “overcharge” on the pri ce of tires during the 
damages period of February 2020 to  present (the “damages period”). 19 Plaintiffs interpret this 
estimation as evidence of collusion because “non-conspiratorial market demand and supply forces 
cannot explain the drastic price increases on Re placement Tires during the Class Period.” (EPP 
PAC ¶ 276; see ADP PAC ¶ 147; DPP PAC ¶ 149.)  
A multiple regression analysis “attempts to  reveal relationships  between explanatory 
variables and a depe ndent variable.” Morgan v. United Parcel Serv. of Am., Inc. , 380 F.3d 459, 
466 (8th Cir. 2004) (citi ng Daniel L. Rubinfeld, Reference Guide on Multiple Regression, in 
Federal Judicial Center, Reference Manual on Scientific Evidence, 181 (2d ed. 2000)). “Even the 
best regression equation cannot prove causation” but it can show “a co rrelation that can give rise 
to an inference that causation exists.” In re Polyurethane Foam Antitrust Litig. (In re Polyurethane 
 
19 Plaintiffs use the terms “class period” and “damages period” interchangeably. The Court will do so as well. 
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Foam II), 314 F.R.D. 226, 260 (N.D. Ohio 2014) (quoting Schumacher v. Tyson Fresh Meats, Inc., 
No. 02-cv-1027, 2006 WL 47504, at *7 (D.S.D. Jan. 5, 2006)). “Ideally, a multiple regression 
analysis builds on a theory that describes the variables to be in cluded in the study.” Daniel L. 
Rubinfeld, Reference Guide on Multiple Regression, in Federal Judicial Center, Reference Manual 
on Scientific Evidence 303, 311 (3d ed. 2011). It can be used to “isolate the effect of an alleged 
conspiracy on price, taking into co nsideration other factors that mi ght also influence price, like 
cost and demand.” In re Aftermarket Auto. Lighting Prod. Antitrust Litig. , 276 F.R.D. 364, 371 
(C.D. Cal. 2011) (quoting In re Plastic Additives Antitrust Litig. , No. 03-cv-2038, 2010 WL 
3431837, at *15 n.13 (E.D. Pa. Aug. 31, 2010)). By isol ating the impact of a single explanatory 
variable on prices, regression models are particularly useful for calculating antitrust damages. See, 
e.g., Conwood Co., L.P. v. U.S. Tobacco Co. , 290 F.3d 768, 793 (6th Ci r. 2002) (“[R]egression 
analyses . . . are generally accepted me thods for proving antitrust damages.”). 20 They are also 
useful tools for courts to examine whether antitrust impact and/or damages are common to a class. 
See, e.g., In re Ethylene Propylene Diene Monomer (EPDM) Antitrust Litig., 256 F.R.D. 82, 95–
96 (D. Conn. 2009) (concluding that plaintiffs’ regression analysis  showed there were common 
issues of antitrust impact and damages that  predominated over i ndividual issues); In re Pork 
Antitrust Litig., 665 F. Supp. 3d 967, 1002 (D. Minn. 2023) (noting that regression analysis is one 
way to show class-wide impact (citing Olean Wholesale Grocery Coop., Inc. v. Bumble Bee Foods 
LLC, 31 F.4th 651, 676 (9th Cir. 2022))).  
Under the Rule 12(b)(6) standard, the Court “n eed not accept as true legal conclusions or 
unwarranted factual inferences.” In re Travel Agent II , 583 F.3d at 903 (c itations omitted). 
 
20 See also In re Domestic Drywall Antitrust Litig. , 322 F.R.D. 188, 213 (E.D. Pa. 2017) (“Regression analysis has 
become increasingly common in antitrust litigation” and is useful as “a method of determining damages.”); In re Pork 
Antitrust Litig., 665 F. Supp. 3d 967, 1008 (D. Minn. 2023) (“[A] multiple regression analysis . . . is a well-accepted 
method of calculating damages in antitrust cases.” (citations omitted)). 
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Conclusions on what regression analyses can show  “are not conclusions of  law” but instead are 
“based on factual inferences.” In re Credit Default Swaps (“ In re CDS”) Auctions Litig. , 710 F. 
Supp. 3d 895, 945 (D.N.M. 2023). At the pleading stag e, a statistical anal ysis “need only be 
plausible.” In re GSE Bonds Antitrust Litig., 396 F. Supp. 3d 354, 364 (S.D.N.Y. 2019).21 “Merely 
pointing out that there are problems with the anal ysis” will not suffice to defeat the statistical 
analysis under this pleading standard.  Id. At this early stage of litiga tion, the Court is not free to 
“draw inferences in favor of Defendants or to di scredit well-pled factual allegations that are not 
obviously false.” In re CDS, 710 F. Supp. 3d at 945. 
To establish their model, plaintiffs relied on the “well-known and widely accepted dummy 
variable multiple regression methodology.” (ADP PAC ¶ 152; EPP PAC ¶ 282; DPP PAC ¶ 155.) 
They proceeded by comparing the prices during the period affected by the alleged unlawful 
conduct to competitive prices during the immediately preceding period (the “benchmark period”). 
(ADP PAC ¶ 151; EPP PAC ¶ 281; DPP PAC ¶ 154.) The price of all tires was assigned to be the 
dependent variable.
22 (ADP PAC ¶ 153; EPP PAC ¶ 283; DP P PAC ¶ 156.) Due to limitations in 
publicly available data, plaintiffs relied on several methods to es timate the but-for prices of tires 
during the alleged damages period. They relied on publicly available tire price information (ADP 
PAC ¶ 158; EPP PAC ¶ 288; DPP PAC ¶ 161) and cal culated a Fisher price index (ADP PAC ¶ 
164; EPP PAC ¶ 294; DPP PAC ¶ 167). 
 
21 The court in In re GSE Bonds held that the complaint had adequately pleaded a conspiracy. However, this was based 
on “rare smoking gun” direct evidence which “unmistakably show[ed] traders, acting on behalf of . . . defendants, 
agreeing to fix prices at a specific level before bringing the bonds to the secondary market.” 396 F. Supp. 3d at 361. 
No similar “smoking gun” evidence exists in the PACs. 
22 The Court reiterates that the product at issue in this case is replacement tires. Plaintiffs’ regression model estimates 
price increases for all tires, including original equipment manufacturer (“OEM”) tires that are not pleaded as part of 
the price fixing conspiracy. Notwithstanding this, the Court will accept plaintiffs’ inferences that: (1) since there is no 
alleged price fixing of OEM tires an d they are presumably competitively pr iced, the model underestimates alleged 
conspiracy-related overcharges of replacement tires; and (2) because replacement tires make up the vast majority of 
tire sales, including new tires does not significantly reduce the accuracy of the regression analysis. 
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Plaintiffs’ explanatory variable of interest is the dummy variable that “indicates whether a 
given price observation falls inside  the alleged damages period (set  to 1 if within the damages 
period and set to 0 otherwise).” (ADP PAC ¶ 153; EPP PAC ¶ 283; DPP PAC ¶ 156.) They next 
incorporated other control variable s that may impact tire prices: ra w material costs, labor costs, 
production of automobiles, average vehicle miles traveled, general inflation as measured by the 
consumer price index, and a COVID-19 indicator variable (equal to 1 from February 2020 to April 
2020 and zero otherwise).23 (ADP PAC ¶¶ 165–73; EPP PAC ¶¶ 295–303; DPP PAC ¶¶ 168–76.) 
Plaintiffs ran their regression model and used three separate price indices as but-for prices 
during the damages period to compare and estimate supracompetitive overcharges. (ADP PAC ¶¶ 
176–77; EPP PAC ¶¶ 306–07; DPP PAC ¶¶ 179–80.) The mu ltiple regression analysis estimates 
a 5.4% overcharge in tire prices during the class period. (ADP PAC ¶ 175; EPP PAC ¶ 305; DPP 
PAC ¶ 178.) Plaintiffs then attri bute this alleged overcharge to conspiratorial conduct and claim 
that, because the overcharge results in “actual prices fall[ing] outside the range of prices that would 
have prevailed under the noncollusive benchmark [determined by a high confidence interval],” 
this econometric evidence should be characterized as a “super plus factor.” (ADP PAC ¶ 185; EPP 
PAC ¶ 315; DPP PAC ¶ 153.) 
The Court is not convinced that plaintif fs’ econometric analysis  plausibly alleges 
anticompetitive conduct. First, th e Court finds dubious plaintiffs’ invitation to characterize their 
regression analysis as a “super plus factor”—a status  no other court has ye t endorsed as to 
 
23 These variables are similar to those alleged in DPP’s prior consolidated complaint. ( See DPP Compl. ¶ 125.) The 
only major difference is DPP’s prior complaint included calendar month fixed effects (which accounted for seasonality 
in prices), while the proposed amendments include  a variable for average vehicle miles traveled. ( Compare DPP 
Compl. ¶ 125 with DPP PAC ¶ 173.) Now, all plaintiffs plead these variables and provide more details on what data 
each variable includes. 
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regression models or ot her forms of evidence. 24 See In re Generic Pharmaceuticals Pricing 
Antitrust Litig., No. 16-md-2724, 2024 WL 4989070, at *13–14 (E.D. Pa. Dec. 5, 2024) (excluding 
expert witness’s “Conditional Probability” test on the narrow point of being a “‘super’ plus factor” 
despite it purporting to indicate collusion “by over 99 percent,” but accepting expert’s opinion on 
plus factor strength more generally).25  
More critically, however, plai ntiffs’ conclusion that th e estimated 5.4% overcharge 
demonstrates defendants’ conspiracy to fix prices is more properly characterized as an inference. 
The Court need not accept such inferences unless they are suppor ted with sufficient factual 
allegations. See In re Travel Agent II, 583 F.3d at 903 (citations omitte d). “The plausibility of an 
inference depends on a host of considerations , including common sense and the strength of 
competing explanations for the defendant[s’] conduct.” 16630 Southfield Ltd. P’ship v. Flagstar 
Bank, F.S.B., 727 F.3d 502, 504 (6th Cir. 2013). Indeed, “[t]he reasonableness of one explanation 
for an incident depends, in part, on the strength of competing explanations.” Id. at 505.  
Here, the causal inference plaintiffs ask the Court to make from the regression model is 
undermined by the most obvious alternative explanation for the price increase: parallel conduct in 
the context of an oligopolistic market. Plaintiffs argue that their indicator variable has detected 
conspiracy, but an obvious alternative explanation is that it could instead be measuring conscious 
 
24 “Super-plus factors” are defined as plus factors that “allow a strong inference of collusion.” Anderson News, L.L.C. 
v. Am. Media, Inc. , No. 09 Civ. 2227, 2015 WL 5003528, at *3 (S.D.N.Y. Aug. 20, 2015) (excluding economist’s 
opinions regarding “super-plus factors” on grounds that they had not been shown to be the product of reliable 
principles and methods), aff’d 899 F.3d 87 (2d Cir. 2018); see generally William E. Kovacic, et al., Plus Factors and 
Agreement in Antitrust Law, 110 Mich. L. Rev. 393 (2011) (discussing the concept of “super plus factors”). Although 
the concept has never been endorsed by a court, that is not to  say that there can never be such a thing as a super plus 
factor if consensus, built on robust evidence, develops at a future point. Considering the lack of plausibility in 
plaintiffs’ econometric plus factor, the Court declines to characterize it as a super plus factor here. 
25 See also Anderson News, 2015 WL 5003528, at *3 (excluding expert opinion on super plus factor but allowing it 
regarding the existence of plus factors); In re Dealer Management Sys. Antitrust Litig. , 581 F. Supp. 3d 1029, 1060 
(N.D. Ill. 2022) (inviting defendants to ra ise the issue of using the term “super-plus factor” in a motion in limine if 
plaintiffs refer to their pricing evidence with that term). 
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parallelism. See Okla. Firefighters Pension & Ret. Sys., 2024 WL 4202680, at *8 (explaining how 
plaintiffs’ own pleaded statistical data allegati ons undermine the inference they ask the court to 
make because the data had an “obvious alternative explanation”).  
Both phenomena can cause prices to increase to supracompetitive levels. See Brooke Grp. 
v. Brown & Williamson Tobacco Corp. , 509 U.S. 209, 227, 133 S. Ct. 2578, 125 L. Ed. 2d 168 
(1993) (noting that, like an agreem ent in restraint of trade, cons cious parallelism in an oligopoly 
can lead to firms “setting their prices at a prof it-maximizing, supracompetitive level” (citations 
omitted)); see also In re Cedar Shakes & Shingles, 2020 WL 832324, at *10 (same). This means 
both will correlate similarly with the dependent variable in the regression analysis. But conscious 
parallelism and conspiratorial conduct are also mutually exclusive. If defendants acted in a mere 
consciously parallel manner, then they necessarily failed to reach the point of actual agreement. It 
is only when defendants have an actual meeting of  the minds that they cross the threshold from 
conscious parallelism into unlawful conspiracy. 
Therefore, it is likely not possible for this regression analysis to, say, account for conscious 
parallelism as a control variable and estimate the effect of only conspi ratorial conduct on the 
dependent variable. See Rubinfeld, supra, at 324 (3d ed.). 26 Here, the Court is not convinced the 
regression model alone can distin guish between the two causes of  supracompetitive pricing to 
 
26 “It is essential in multiple regression analysis that the ex planatory variable of interest not be correlated perfectly 
with one or more of the other explanatory variables. If there were perfect correlation between two variables, the expert 
could not separate out the effect of the variable of interest on the dependent variable from the effect of the other 
variable. In essence, there are two explanations for the same pattern in the data . . .” and “when two or more variables 
are highly, but not perfectly, correlated—that is, when there is multicollinearity—the regression can be estimated, but 
some concerns remain. The greater the multicollinearity betw een two variables, the less precise are the estimates of 
individual regression parameters, and an expert is less able to distinguish among competing explanations for the 
movement in the outcome variable (even though there is no problem in estimating the joint influence of the two 
variables and all other regression parameters).” Rubinfeld, supra, at 324 (3d ed.). Applied in this case, plaintiffs cannot 
simultaneously control for conscious parallelism while testing for collusion because the time periods for both are 
presumably the same. This would lead to a regression wher e two variables are perfectly correlated with each other, 
leading to the issue of multicollinearity. Ambiguity between conspiracy and conscious parallelism is still present. 
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plausibly show a conspiracy. 
Plaintiffs contend in their reply brief that  “conscious parallelism . . . suggests that 
Defendants would react similarly to identical ec onomic factors” and that “[b]y accounting for 
factors that legitimately affect tire prices, Plaintif fs’ regression analysis reveals that actual prices 
in the U.S. tire market exceed the range of prices  that would have prevailed in the absence of 
collusion.” (Doc. No. 328, at 29.) In other words, plaintiffs believe that conscious parallelism is 
not an “obvious alternative explanation” becau se their regression model controls for common 
market conditions that affect al l defendants. But conscious para llelism is not limited only to 
situations where producers make similar busin ess decisions in the face of uniform market 
conditions. Rather, conscious parallelism encompasses the more general phenomenon “by which 
firms in a concentrated market might in effect share monopoly power, setting their prices at a 
profit-maximizing, supracompetitive level by recognizing their shared economic interests and their 
interdependence with respect to  price and output decisions.” Brooke Grp. Ltd. , 509 U.S. at 227 
(citing 3 Phillip Areeda & Donald Turner, Antitrust Law ¶ 404 (1978); Frederic Scherer & David 
Ross, Industrial Market Structure and Economic Performance 199–208 (3d ed. 1990)). The Court 
is unconvinced that controlling for “factors that le gitimately affect tire prices” would necessarily 
isolate the effect of the alleged conspiracy an d eliminate conscious parallelism as a plausible 
alternative explanation. Disti nguishment would require pairing the model with other factual 
allegations pointing toward conspiracy or tend ing to exclude independent action, allowing the 
statistical evidence to “build[] on a theory that describes the variables[.]” See Rubinfeld, supra, at 
311 (3d ed.).  
But plaintiffs fail to do that here. Plaintiffs’ regression model does not cure the problem of 
“rational, independent actions taken by oligopolists . . . be[ing]  nearly indis tinguishable from 
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horizontal price fixing.” Valspar Corp., 873 F.3d at 191. Plaintiffs’ other plus factors do not place 
their model in a context that reduces this ambigu ity. This is poignantly relevant because even if 
rising input costs and other factor s “may not have been the real reason for increasing prices” as 
plaintiffs claim, that would “not show whether the real r eason was interdependence or a 
conspiracy.” In re Blood Reagents, 266 F. Supp. 3d at 775 (quoting In re Chocolate Confectionary, 
801 F.3d at 411). 
Instead, plaintiffs’ regression model appears to presume the existence of a conspiracy. “[A] 
litigant may not proceed by firs t assuming a conspiracy and th en explaining the evidence 
accordingly.” Blomkest Fertilizer, Inc. v. Potash Corp. of Saskatchewan, 203 F.3d 1028, 1033 (8th 
Cir. 2000). But that is what plai ntiffs have done here. They assign the dummy  variable as 
representing a price overcharge that they believe is attributable to a conspiracy. They then control 
for other supply and demand impacts on tire prices by adding to the model additional explanatory 
variables. After running the regression with thes e controls, the dummy variable coefficient is 
computed to show a 5.4% price increase not attributable to the other control variables.27 Plaintiffs 
then conclude this price increase must be from a price fixing conspiracy. Th is is clearly circular 
logic. 
At best, plaintiffs’ regression analysis is as c onsistent with an inference of conspiracy as 
with parallel but unilateral action. That is es pecially true because defendants operate in an 
oligopolistic market. The regression model does not cure the distinguishment issue in this market. 
See Valspar Corp. , 873 F.3d at 191 (noting that  oligopolies pose “a special problem under § 1 
because rational, independent actions taken by o ligopolists can be nearly indistinguishable from 
 
27 Plaintiffs’ regression also compares two other tire price indices which show overcharges of 6.0% and 5.0%. ( See 
ADP PAC ¶ 176; EPP PAC ¶ 306; DPP PAC ¶ 179.) 
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horizontal price fixing”). And “courts do not credit charts and analyses that are ‘as consistent with 
parallel, market-following behavior . . . as they are with particip ation in a price-fixing scheme.’” 
In re RealPage, Inc., Rental Software Antitrust Litig. (No. II) , 709 F. Supp. 3d 478, 509 (M.D. 
Tenn. 2023) (quoting In re Commodity Exchange, Inc. Gold Futures & Options Trading Litig. , 
328 F. Supp. 3d 217, 227 (S.D.N.Y. 2018)). As they stand, “plaintiff[s’] statistical models defeat 
themselves.” Okla Firefighters Pension & Ret. Sys. , 2024 WL 4202680, at *8. Given the failure 
of the model to show conspiracy as a more plausible cause than the obvious alternative explanation, 
the Court finds plaintiffs’ econometric-based allegations of price fixing implausible. 
 Defendants go further in chal lenging the regressions, making much ado about whether the 
analysis was properly conducted.28 Here, at the pleading stage, the Court gives great deference to 
plaintiffs’ assurances as to the accuracy and relevance of the used raw data, proper calculation and 
relevance of indices used to estimate but-for prices, and adequate specification of all explanatory 
variables. These pleadings address the Court’s prior concern that the regressions were not 
transparent as to data and variables used, did not detail the statistical methodology, and could be 
used to explain any data set. ( See Doc. No. 317, at 66–82.) The Court accepts as plausible that, 
after controlling for plai ntiffs’ identified variable s, there was an estimated 5.4% increase in the 
 
28 Defendants point out that the coefficient estimates in th e regression model present obvious errors. The coefficient 
for the natural log of the control variable for labor costs, ln(Labor cost), is estimated to have a value of -2.325, meaning 
that a 100% increase in labor cost correlated with a 232.5% decrease in tire prices. (See ADP PAC ¶ 175 & Table 1; 
EPP PAC ¶ 305 & Table 1; DPP PAC ¶ 178 & Table 1.) It is  true that this estimation appears to defy economic 
intuition; ceteris paribus one would expect prices to rise in the face of rising labor costs. This seemingly paradoxical 
relationship might potentially undermine the validity of plaintiffs’ regression model. See ABA Section of Antitrust 
Law, Proving Antitrust Damages: Legal and Economic Issues Ch. 6, Section C.4 (3rd ed. 2017) (recognizing that 
“quantification will be weakened if the defendant can show that it conflicts with basic economic forces”). 
Notwithstanding this oddity , the Court assumes the model accurately ca ptures the correlation between the dummy 
variable and tire prices. This is because “with many variables in a regression model, it is not uncommon for particular 
coefficients to have unexpected signs; hence, while it is valuable to check whether the overall pattern of coefficient 
signs makes economic sense, econometric models need not be rejected simply because a small number of coefficients 
. . . have unexpected signs.” Id. There could be a legitimate explanation for this observation. The Court gives plaintiffs 
the benefit of the doubt. Instead, the relevant issue here is the ambiguity between interdependence and conspiracy. 
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price of tires. But accepting this estimation doe s not require the Court to accept plaintiffs’ 
conclusion that this was a price increase caused by a conspiracy. As stated previously, “[e]ven the 
best regression equation cannot prove causation.” In re Polyurethane Foam Antitrust Litig. , 314 
F.R.D. at 260. A regression can, at best, show “a correlation that can give rise to an inference that 
causation exists.” Id. And here, plaintiffs’ failure to adequa tely connect the regression output to 
their purported conclusion is what makes their conspiracy allegations implausible.  
Plaintiffs implore the Court to  hold otherwise. They cite several cases where courts 
accepted multiple regression models like those in the PACs as a plus factor that plausibly alleges 
conspiracy. But the cited authorities are all distinguishable. One group discusses regressions in the 
pleading context; the other is at later stages of litigation. The Court discusses each group in turn. 
The first group of cases plaintif fs rely on presents factual al legations that more strongly 
suggest prior agreements. In In re RealPage , plaintiffs alleged a hub-and-spoke price fixing 
conspiracy among competitor residential apartment landlords and a revenue management software 
company. 709 F. Supp. 3d 478. Plaintif fs conducted a multiple regres sion analysis of the impact 
of various explanatory factors on th e price defendants charged for rent. Id. at 507–09. Their 
analysis uncovered an unusual correlation where vacancy rates—which previously explained 83% 
of rental price variations between 2011 and 2016—suddenly began to only weakly correlate with 
rental price beginning in 2016. Id. at 507. Plaintiffs alleged that the abrupt shift corresponded with 
the moment defendants jointly implemented the re venue management software to synchronize a 
new pricing strategy resistant to normal supply and demand factors. Id at 507. 
Although the court in In re RealPage  found that the regression plausibly pointed to a 
conspiracy, it considered the regression as evidence of parallel conduct rather than as a plus factor. 
Id. Plaintiffs offered the regression to show the unusual untethering in correlation between rental 
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price and vacancies. They explained that this  untethering would be highly improbable unless 
defendants had agreed to change their pricing st rategy in concert. And the conclusion regarding 
the regression was supported with other factua l allegations of how defendants’ revenue 
management software operated. By  tying the regression with othe r factual allegations, plaintiffs 
placed the defendants’ business conduct in a context that would make little sense if it were purely 
independent action. An inference of conspiracy was much more reasonable for the In re RealPage 
court to make. 
In this case, plaintiffs’ regression analysis is equally consistent with conscious parallelism. 
Plaintiffs merely point to the regression and decl are that average tire prices are 5.4% higher than 
they should be, then proffer this in an attempt to plausibly allege a conspiracy. But here, unlike in 
In re RealPage, interdependent conduct is a coherent, competing, and obvious explanation given 
the existing pricing pressures and oligopolistic dynamics. Plaint iffs’ regression model does not 
provide, nor is accompanied by, “further factual enhancement[s]” that would take each defendants’ 
commercial efforts beyond “neutral territory.” Twombly, 550 U.S. at 557. 
Plaintiffs also relied heavily on In re CDS , which dealt with a wholly distinct factual 
context. 710 F. Supp. 895. In that case, defendants were major market participants in credit default 
swap (CDS) auction markets. Id. at 907. Defendants had unique positions in that market: they were 
the dominant participants, they helped create the auction settlement process that created reference 
prices for all CDS sales, they met in private “working groups” where they discussed strategy and 
proposed rules, they were all involved in a Determination Committee that administered the bidding 
process, and they pushed for favo rable auction rules that were la ter adopted in the CDS auction 
market. Id. at 911–14. CDS auction initial markets were  supposed to be secret and would be 
expected to be priced around the prior day’s bond market price when there are normal information 
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asymmetries. Id. at 925. But the In re CDS plaintiffs used statistical evidence, including regression 
models, to show that defendants’ bids: (1) skewed markedly from the prior day’s market price, and 
(2) were all similarly skewed in  a way that would manipulate th e CDS price to be favorable for 
defendants. Id. at 925–27. Plaintiffs explained that th e closely synchronized and significant 
departure from the prior day’s price would be  exceedingly improbable if defendants were 
submitting truly secret and independent bids; the results were more consistent with defendants 
coordinating to skew CDS bids to their benefit. Id. 
Importantly, the regression analysis in In re CDS was paired with other facts to bolster the 
inference that defendants agreed to rig bids and fix CDS market prices. It was inconsistent with 
independent action. The court in In re CDS  had good reason to find a plausible conspiracy and 
deny a motion to dismiss. Id. at 946. 
But here, plaintiffs’ econometri c estimates are just as read ily explainable by independent 
business conduct. The regression model is not co mbined with viable pl us factors to place 
defendants’ conduct in a factual context necessary to “nudge[] th eir claims acro ss the line from 
conceivable to plausible.” Twombly, 550 U.S. at 570. 
The second grouping of cases plai ntiffs rely on discuss regr ession models in  inapposite 
contexts. Several considered a regression model in the context of measuring damages where the 
court did not analyze the statistical evidence for sufficiently stating a claim. See, e.g., In re Cattle 
& Beef Antitrust Litig., 687 F. Supp. 3d 828 (D. Minn. 2023) (discussing regression analysis used 
to show damages in the context of pleading antitrust standing). Indeed, “[d]amages are measured 
only after each plaintiff has demonstrated that the defendant’s conduct caused the plaintiff to suffer 
an antitrust injury.” Olean Wholesale, 31 F.4th at 666; see also In re Hydrogen Peroxide Antitrust 
Litig., 552 F.3d 305, 311 (3d Cir. 2008) (stating that pr oof of injury must be distinguished from 
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calculation of damages). Other cases discuss regressions at the class certification stage, where the 
court reviewed the statistical analyses to determine whether there was class-wide impact. See, e.g., 
In re EPDM, 256 F.R.D. at 95–103 (concluding that plaintiffs’ regression analysis showed there 
were common issues of antitrust impact and dama ges that predominated over individual issues). 
Still others discussed sta tistical models unde r different proce dural postures. See, e.g. , John v. 
Whole Foods Mkt. Grp., Inc., 858 F.3d 732, 737 (2d Cir. 2017) (reviewing statistical pleadings in 
the context of establishing antitrust standing); In re High Fructose Corn Syrup Antitrust Litig., 295 
F.3d 651, 665 (7th Cir. 2002) (reve rsing grant of summary judgmen t in favor of defendant on 
grounds that plaintiffs’ regression was enough eviden ce for the jury to wei gh and indicating that 
the court would consider appoin ting an independent expert); In re Mushroom Direct Purchaser 
Antitrust Litig., No. 06-620, 2015 WL 5767415, at *5–15 (E.D. Pa. July 29, 2015) (reviewing 
admissibility and methodological deficiencies  in expert’s regression model under Daubert 
standard). 
The fact that other courts accepted regressi on models under different  circumstances does 
not compel this Court to do so here. Plainti ffs’ econometric model cannot plausibly distinguish 
between conscious parallelism and conspiracy. No r does it complement other plus factors but 
instead leaves only “an account of [each] defendant’ s commercial effort [t hat] stays in neutral 
territory.” Twombly, 550 U.S. at 557. This plus factor cannot rule out the obvious alternative 
explanation of conscious parallelism in an oligopoly. In this respect, the model does not appear to 
explain more than individual action “unaided by  an advance understanding among the parties[.]” 
Id. at 557, n.4. Accordingly, the eco nometric evidence plus factor  does not nudge the complaint 
toward plausibly stating a claim. 
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d) Price Signaling 
The plaintiffs, in their previous complaints, alleged that defendants used “price signaling” 
in public earnings calls and other public media to show “intent to increase prices by publicly 
announcing future price increases a month or two months in advance of the effective date.” (Doc. 
No. 317, at 50 (quoting DPP Compl. ¶ 75; EPP Compl. ¶¶ 141, 145; ADP Compl. ¶ 52).) Plaintiffs 
quoted several statements made by defendants which they believed were “covert messages to other 
defendants in furtherance of the alleged price-fixing conspiracy.” (Id. at 51 (citing DPP Compl. ¶¶ 
77–100; EPP Compl. ¶¶ 141–76; ADP Compl. ¶¶ 52–65).) 
Reviewing the prior price si gnaling allegations, the Court found that “nearly all of 
plaintiffs’ factual allegations . . . include legal conclusions or  unsupported speculation as to the 
meaning of the statements and their intended audience.” (Id. at 54.) The Court also found that the 
cited statements were all “descriptions of curr ent market trends, obser vations of competitors’ 
behavior, comments on past events , general indications of the de fendants’ own pricing strategy 
moving forward, or responses to investors’ or analysts’ questions.” (Id. at 61 (citation modified).) 
The Court ultimately concluded that “there is no basis to treat defendants’ public comments . . . as 
circumstantial evidence of an unlawful conspiracy.” (Id. at 66.) 
In the PACs, the amended price signaling plus factor allegations (which simply add more 
of the same type of statements) have a similar benign character; they do not raise the conspiracy 
allegations above the minimum threshold of plausi bility. Once again, the general allegation here 
is that defendants used public statements on earnings calls and other media to signal their intent to 
increase prices or willingness to follow others’ price increases in the future. (ADP PAC ¶ 88; EPP 
PAC ¶ 156; DPP PAC ¶ 123.) Defendants are accused of having understood their co-conspirators 
to be closely monitoring public statements for those signals. (ADP PAC ¶¶ 89–91; EPP PAC ¶ 
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156; DPP PAC ¶¶ 118–20.) Through that monito ring, defendants allegedly communicated 
directives to increase prices and enforced compliance with the cartel. (ADP PAC ¶ 145; EPP PAC 
¶ 156; DPP PAC ¶ 123.) This is again submitted to support allegations of a plausible prior 
agreement to fix prices of replacement tires. 
The supplemented information under this plus factor falls into four general categories: (1) 
confidential witness statements; (2) additional class period public statements; (3) comparisons of 
public statements within the cla ss period with pre-2020  statements; and (4) allegations that the 
pricing statements were not justified. Below,  the Court explains by category why the price 
signaling allegations are not “l argely inconsistent with unilateral, lawful conduct.” In re Musical 
Instruments, 798 F.3d at 1194.  
i) Confidential Witness Statements 
 The PACs allege that two confidential witne sses affirm that the ea rnings call statements 
were meant to be price signals to further th e conspiracy. But the al legations regarding the 
confidential witnesses are insufficiently specific. Thus, the Court cannot endorse their conspiracy 
inferences. As explained above, a confidential witness’ s allegations need only be sufficiently 
detailed to meet the plausibility standard. In re Cattle I, 2020 WL 5884676, at *5. But the Court 
is not obliged to accept a confidential witness’s inferences or conclusions. See City of Pontiac, 92 
F.4th at 396.  
Plaintiffs’ confidential witness allegations ar e bereft of the minimum  factual context for 
plausibility. The PACs identify an anonymous former Michelin empl oyee who was a “pricing 
manager who worked in the United States fo r over seven years, incl uding during the [c]lass 
[p]eriod[.]” (DPP PAC ¶ 118; see ADP PAC ¶ 90; EPP PAC ¶ 272.) This quote is the full factual 
background for this witness. From this, plaintiffs expect the Court to understand the witness’s job 
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and “how their interactions in [that] job[] wo uld lead to them acqui ring the knowledge they 
allegedly possess.” In re Cattle I , 2020 WL 5884676, at *5 (citation om itted). It is unclear what 
exact duties this employee’s job en tailed, other than they  had some vague nexus  to pricing. It is 
also unclear with whom this witness interacted and when they did so, or why their connections 
would give them the knowledge to make the conclusions about price signaling. 
The PACs go on to claim that this particul ar Michelin employee “understood these price 
announcements to be ‘signal[s] to other companies.’” (EPP PAC ¶ 272 (alteration in original); see 
ADP PAC ¶ 90; DPP PAC ¶ 118.) The employee then  alleges that Miche lin both signaled price 
increases via those announcements and raised its own prices in response to competitor 
announcements. (EPP PAC ¶ 272; see ADP PAC ¶ 90; DPP PAC ¶ 118.) These statements are the 
anonymous witness’s own conclusions and inferences about the purpose and intended audience of 
defendants’ earnings call statements. They require accepting as plausible the witness’s inferences 
in order for the Court to conclude that this was part of a prior agreement. But these allegations are 
equally consistent with inde pendent conduct or interdepe ndence in the tire industry. See Micron 
Tech., 400 F. Supp. 3d at 919 (declining to accept inference of unlawful conduct from allegations 
that competitors made careful observations of each other’s price announcements and adjusted their 
own conduct based on competitor actions); In re Dynamic Random A ccess Memory Indirect 
Purchaser Litig. (“DRAM”) , No. 4:18-cv-2518, 2020 WL 8459279, at *6 (N.D. Cal. Nov. 24, 
2020) (concluding that price signa ling allegations merely demonstrated interdependence). And 
because there is almost no factual background on how  this witness is in a position to know what 
they are concluding about the earnings calls, the Court is not inclined to accept plaintiffs’ invitation 
to infer conspiracy by virtue of their witness’s say-so.  
The PACs make similar allegations for a confidential witness from Pirelli. This witness’s 
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full factual background is described as: “[a] fo rmer Pirelli employee, who served as product 
training manager in the United States for almost a year[.]” (EPP PAC ¶ 273; see ADP PAC ¶ 91; 
DPP PAC ¶ 119.) This witness clai ms that defendants’ accounti ng managers exchanged pricing 
information, including future pricing, at in-person meetings in the U.S. (ADP PAC ¶ 91; EPP PAC 
¶ 273; DPP PAC ¶ 119.) The Pirelli employee also  states that compet itors understood price 
increase announcements to be signals. (ADP PAC ¶ 91; EPP PAC ¶ 273; DPP PAC ¶ 119.) 
But this witness also lacks sufficient background explanation to show how their job duties 
placed them in a position to know about the defendants’ understanding of price announcements. 
Furthermore, the allegations are “far too generic[.]” In re DRAM, 2020 WL 8459279, at *10. There 
is no clear explanation of the c ontent of the pricing data excha nged at in-person meetings, who 
exactly the data was shared with, why the data in  this context was suspect (other than it vaguely 
included “future pricing”), or  how this was incorporated into the alleged conspiracy. See id.  
(finding conclusory confidential witness claims that failed to allege “who, did what, to whom (or 
with whom), where, and when”). Importantly, plai ntiffs do not explain at what time the pricing 
information exchange occurred or when this confidential witness worked for Pirelli. These 
allegations are as vague and conclusory as thos e of the Michelin employee. Declaring a public 
price statement to be a “signal” does not, on its own, plausibly show antitrust malfeasance. See id. 
at *6. Indeed, an exchange of price information “can in certain circumstances increase economic 
efficiency and render markets more, rather than less, competitive.” United States v. U.S. Gypsum 
Co., 438 U.S. 422, 443 n.16, 98 S. Ct. 2864, 57 L. Ed. 2d 854 (1978).  
These allegations fail to place the conduct in a context of plausible conspiracy. Plaintiffs’ 
own conclusions that the price announcements were  in furtherance of a c onspiracy need not be 
accepted by the Court. Amending the pleadings to have confidential witnesses chant the same 
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conclusions does not convert them into factual a llegations either. The Court declines to infer 
conspiracy from these witness statements. 
ii) New Class Period Public Statements  
Plaintiffs dedicate several pages to new exam ples of purported price signaling, detailing 
many of defendants’ public statements. (See ADP PAC ¶¶ 121–26, 137–42; EPP PAC ¶¶ 243–50; 
DPP PAC ¶¶ 123–31.) But this is all more of the same as in their original consolidated complaints. 
Like before, these allegations are all deficient for at least one of several reasons: (1) they are too 
vague; (2) they are too conclusory; (3) some of the allegations regard statements made in response 
to shareholder questions; (4) th ey show a context of  legitimate busine ss conduct where each 
defendant describes its own past and expected future behavior, predicts industry trends, and makes 
observations of competitor behavior; or (5) they are equally consistent with conscious parallelism. 
Many of the new allegations are too vague to plausibly infer conspiracy.29 One example is 
Pirelli CEO’s alleged statement that “[a]s we mentioned, there is price stability in the industry and 
there is a low level of inventory that is supporting some thoughts, positive thoughts concerning the 
price environment for the beginning of 2021 as well.” (EPP PAC ¶ 244.) This statement, like other 
prior statements the Court previously rejected, is not a clear indication of an explicit invitation to 
collude or clearly directed at  one or several competitors. Cf. In re Delta/AirTran Baggage Fee 
Antitrust Litig. (In re Delta I) , 733 F. Supp. 2d 1348, 1356 (N.D. Ga. 2010) (finding conspiracy 
plausible where defendant airline AirTran stated in an earnings call that it had not implemented a 
new bag fee because competitor Delta had not done so, but would strongly consider if competitor 
did as well; Delta implemented a bag fee two w eeks after call; then AirTran followed with an 
 
29 (See, e.g., ADP PAC ¶¶ 93, 95, 97 99, 131–32; EPP PAC ¶¶ 168, 173, 175 178–79, 183–84, 187–88, 209, 245, 248; 
DPP PAC ¶¶ 84–85, 89, 96, 113, 125.) 
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identical fee days later); United States v. Am. Airlines Inc. , 743 F.2d 1114, 1116 (5th Cir. 1984) 
(finding invitation to collude at the pleading stage where airline ex ecutive explicitly stated to a 
competitor in an earnings call: “Raise your goddamn fares twenty percent. I’ll raise mine the next 
morning . . . You’ll make more money and I will too.”). 
Other allegations are also “naked  assertion[s] of conspiracy,” Twombly, 550 U.S. at 557, 
and as conclusory as those in the original complaints.30 Plaintiffs quote dozens of public statements 
by company executives and pair them with declarati ons that they must be veiled invitations to 
collude. EPPs stated: “Michelin also engaged in veiled invitations to collude. On earnings calls, a 
Michelin executive stated that the company was resisting price decreases because ‘we want to send 
a signal that having a price war in this environment is not a good business decision.’”31 (EPP PAC 
¶ 250.) To say that the earnings call statement was a “veiled invitation[] to collude” is a conclusion, 
not a factual allegation. But the statement’s char acter strikes the Court as ambiguous at best, 
especially in light of defendant s’ conscious awareness of the oligopolistic ma rket in which they 
operated. A defendant’s open awareness they share economic interdependence with competitors is 
not on its own suggestive of illegality. See Kleen Prods. LLC v. Int’l Paper, 276 F. Supp. 3d 811, 
830 (N.D. Ill. 2017) (finding that statements merely expressing a speaker’s awareness of economic 
interdependence with competitors did not run afoul of antitrust law because “it is legal to act as a 
tacitly colluding oligopolist” a nd “[d]efendants may take indepe ndent actions in recognition of 
[interdependence]”). Many other si milar allegations involve ambiguous  statements that, at best, 
 
30 (See, e.g., ADP PAC ¶¶ 95, 119–20, 125; EPP PAC ¶¶ 173, 231, 243, 250; DPP PAC ¶¶ 84, 91, 95, 108–09, 114, 
117, 125.) 
31 The complaint leaves unclear on what date this statement was made. This quot e is placed in a part of the PACs 
discussing evidence of conspiracy during the class period. (EPP PAC ¶ 250.) Bu t earlier in the same complaint, this 
statement is quoted as being made on an earnings call in 2019, before the class period. (EPP PAC ¶ 167 n.43.) Either 
way, plaintiffs clearly meant this allegation to bolster th e plausibility of inferring a prior agreement, which they 
previously stated could have potentially commenced before the start of the class period. (See EPP PAC ¶ 1; ADP PAC 
¶ 88; DPP PAC ¶ 80.) 
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show defendants’ awareness of their interdependence.32 Plaintiffs’ claims that these statements are 
indicative of a prior agreement are also unjustifiabl y conclusory on that ground. As the Court 
previously found, “[i]t is the conclusory nature of [the] allegations, rather than their extravagantly 
fanciful nature, that disentitles them to the presumption of truth.” (Doc. No. 317, at 55–56 (quoting 
Iqbal, 556 U.S. at 681).) 
Some of the alleged statements are responses to investor or analyst questions on earnings 
calls.33 This context abates suspicion. See Micron Tech. , 400 F. Supp. 3d at 920 (stating that 
earnings call statements made in response to investor questions and about topics that concern 
investors “weighs against their illegality”); see also In re Delta/Airtran Baggage Fee Antitrust 
Litig. (In re Delta II) , 245 F. Supp. 3d 1343, 1373–74 (N.D. Ga. 2017) (noting statements 
concerning business strategies made  publicly on earnings call with  investors are “precisely the 
type of information companies legitimat ely convey to their shareholders”), aff’d sub nom. Siegel 
v. Delta Air Lines, Inc. , 714 F. App’x 986 (11th Cir. 2018). For example, one allegation regards 
an analyst asking Goodyear’s earnings call repres entative: “[C]an you just maybe give us some 
color on what you’re seeing with regard to price discipline? Do you think that the industry is going 
to kind of take the tack [sic] of trying to support pricing and in order to compensate for inflation?” 
(ADP PAC ¶ 134.) The response by Goodyear’s agent was: “So I would say, yes, I think that there 
is an acknowledgement of what price and mix has to do in the marketplace to deal with the 
environment we’re in.” ( Id.) Many other earnings calls statements are similarly answers to valid 
public questions. (See, e.g., ADP PAC ¶¶ 137–40; DPP PAC ¶¶ 124, 127–29.) These responses to 
investor questions do not plausibly support an inference of conspiracy. 
 
32 (See, e.g., ADP PAC ¶¶ 93–95, 97, 99, 116, 130–31, 133–34, 137–40; EPP PAC ¶¶ 168, 172–75, 178–79, 181–84, 
187, 190, 194, 243–50; DPP PAC ¶¶ 84–85, 90, 96, 101, 106, 110, 114, 123–29.) 
33 (See, e.g., ADP PAC ¶¶ 117, 122, 133–34, 137–40; EPP PAC ¶ 175; DPP PAC ¶¶ 94, 111, 124, 127–29, 148.) 
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Still another point of fault is that the allegations, on a pl ain reading, describe a context of 
legitimate business dealings where each defendant describes its own past and expected future 
behavior, predicts industry trends, and ma kes observations of competitor behavior.34 These price 
signaling allegations are more properly characterized as descriptions of “commercial effort [that] 
stays in neutral territory,”  Twombly,  550 U.S. at 557,  rather than being suggestive of a prior 
agreement. Again, this is all more of the same. 
For example, many earnings call statements simp ly said that the market was favorable to 
upward price movement, that there were good opportunities to recover on increased costs, or that 
the individual defendant was will ing to raise prices if necessa ry or possible. One involved a 
statement from a Michelin executive explaining that the company was raising tire prices because 
of “changing business dynamics and rising costs of  raw materials.” (EPP PAC ¶ 181.) Another, 
from Bridgestone’s Global CEO, stated that de fendants “were all ‘feeli ng this same wind’ and 
were all ‘firmly working with these winds.’” (ADP PAC ¶ 137.) Many other similar allegations 
quote defendants as responding to market dynamics or anticipating and responding to competitor 
behavior. ( See ADP PAC ¶¶ 139–40; EPP PAC ¶¶ 182 –85; DPP PAC ¶¶ 110–11.) These 
allegations “constitute individual Defendants’ indications of their ow n future behavior and 
descriptions of their past behavior, predictio ns of industry trends, and observations about 
competitor behavior.” Micron Tech., 400 F. Supp. 3d at 918–19 (finding that public statements 
“stop short of giving rise to a reasonable inference of illegal collusion”). That some of the 
statements were forward-looking do es not render them suspect in this context. Plaintiffs’ price 
signaling allegations can more likely be expl ained as defendants engaging in sequential 
 
34 (See, e.g., ADP PAC ¶¶ 93–95, 97, 99, 107–09, 121–26, 130–41; EPP PAC ¶¶ 168, 172–75, 178–79, 181–84, 187–
88, 192–94, 209–10, 243–50; DPP PAC ¶¶ 84–85, 90–91, 94, 96, 110–14, 123–30.) 
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parallelism. 
In another allegation, a Goodyear  executive is quoted as saying that “9 out of 10 of our 
consumer tire manufacturers out there, the on es that we monitor, they’ve announced price 
increases since November [2020] of about 5% to 8 %[.]” (DPP PAC ¶ 123.) In yet another, 
Bridgestone’s Global GEO is cited as noticing that “the industry as a whole has been trying to raise 
prices quite fast.” (Id. at ¶ 129.) Contrary to plaintiffs’ conjecture, these allegations are consistent 
with permissible conduct where “[ c]ompetitors in concentrated markets watch each other like 
hawks.” In re Text Messaging Antitrust Litig. , 782 F.3d at 874–75. Competito rs often consider 
their rivals’ actions before ma king their own business decisions. Wallace v. Bank of Bartlett , 55 
F.3d 1166, 1169 (6th Cir. 1995) (finding that banks’ pub lic publishing of certain fees is “at least 
as consistent with their independent  interests as it is with collusion” and that they “naturally are 
interested in surveying the market . . . to make strategic competitive decisions”); see also Valspar 
Corp., 873 F.3d at 192 (“How does one order a firm to set its prices without regard to the likely 
reactions of its competitors?” (emphasis in original)). Moreover, plaintiffs’ allegations relating to 
each defendant’s awareness of competitor actions is equally consistent with an awareness of shared 
economic interdependence. The earnings calls portray “firms engag[ing] in an action that becomes 
known to its rivals, who can then ch oose whether to imitate the move.” See Ross, 35 F. Supp. 3d 
at 440. Once again, defendants’ alleged statements here are consistent with sequential parallelism. 
. Rather than point to conspi racy, they are “more likely ex plained by lawful, unchoreographed 
free-market behavior.” In re Travel Agent II, 583 F.3d at 908; see also Kleen Prods. LLC, 276 F. 
Supp. 3d at 830 (“[I]t is legal to act as a tacitly colluding oligopolist[.]”) 
Plaintiffs provide several quotes where defendants refer to competitors’ “price discipline” 
in continuing to raise prices. (See, e.g., EPP PAC ¶ 178; DPP PAC ¶ 131.) These, too, are simply 
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observations and expectations of  a dramatically cha nging tire market. There is a meaningful 
difference “between the [d]efendants’ observation that competitors are behaving with ‘discipline’ 
and circumstances where defendant s have called upon their competito rs to ‘exercise’ discipline 
and therefore invited them to behaving in a certain way.” Micron Tech., 400 F. Supp. 3d at 919. 
Defendants’ statements as alleged fall neatly into the former description, not the latter. 
Another example is a mis-quoted statement of a 2022 Bridgestone earnings call where the 
CEO is incorrectly quoted as stating that “going forward, it’s very critical for the price increase to 
take hold, especially in the United States[,]”  that Bridgestone would “continu[e] to execute 
strategic price management, including price increase[s,]” and that “all competitors . . . have to do 
the same.” (EPP PAC ¶ 249.) This statement also appeared in D PP’s original complaint. (DPP 
Compl. ¶ 99.) The Court, in a prior hearing, identified this same quote as incorrectly omitting the 
word “had” and that the accurate statement made in the earnings call was “all competitors . . . have 
had to do the same.” (Doc. No. 295, at  106 (emphasis added).) This error gave the impression of 
a forward-looking statement and directive to competitors. In reality, the speaker was commenting 
on past pricing and forecasting their own strate gy. Plaintiffs’ counsel acknowledged this and 
assured the Court it was a mere typographical error. ( Id. at 106.) 35 Now, DPPs have apparently 
ignored their admitted prior error that the Court (and defendants) pr eviously pointed out to them 
and re-pleaded this exact mis-quote. DPPs are adm onished for this repeated error. Moreover, the 
 
35 The hearing transcript reads as follows: 
Ms. Lerner: I can speak on behalf of the direct purchasers. So, Your Honor, we apologize. That is a 
typographical error. Although, looking at the statement as a whole, a pledge is something forward-
looking, right?  
THE COURT: No, no. No, no. You said, “All other competitors have to do the same.” But that’s 
not what the person said, right? The person said “have had to do the same.” . . . A world of difference, 
correct? 
Ms. Lerner: Yes. Correct. 
(Doc. No. 295, at 106.) 
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Court finds that there is nothing nefarious to infer from this statement. It was simply an observation 
of what had transpired in the industry. 
The Court could go on and on listing many other examples. They all fail to plausibly show 
conspiracy. The point here is that placing each individually selected statement in the context where 
it was uttered reveals only legitimate business ac tivity. This context is critical, because stating a 
plausible claim is “a context-specific task that requires the reviewing court to draw on its judicial 
experience and common sense.” Iqbal, 556 U.S. at 679 (citation omitted). 
iii) Comparison of Public Statements w ithin the Class Period with Pre-2020 
Statements  
 
Plaintiffs’ exercise in compar ing defendants’ pre-class pric ing statements does not place 
the class period statements in a suspect light. These statements simply show a prior failure of each 
defendant to maintain a price increase due to different countervailing market pressures. (See, e.g., 
ADP PAC ¶ 112 (“During Goodyear’s Q1 2017 earnings call, its CEO stated that ‘volumes have 
been weaker than expected, especially in replace ment tires’” and “‘we be lieve the timing of our 
price increases, which came relati vely early in the quarter . . . had a negative effect on our 
volume’”); DPP PAC ¶ 105.)
36 
Plaintiffs also point out as suspect an inst ance of alleged reluctance on the part of 
defendants’ executives to make forward-looking statements. ( See, e.g., EPP PAC ¶ 231 (“On a 
December 17, 2018 Q&A Conference Call, [an analyst] asked ‘about the Q4 outlook and what you 
have seen in terms of the market pricing and competition . . . . Do you think that this decline in the 
oil price will kind of put pressure on your sale s prices in 2019? So do you see it as a positive or 
negative overall?’ Hille Korhonen, Nokian’s Presid ent & CEO, stated: ‘Well, I would not like to 
 
36 (See also ADP PAC ¶¶ 111–19, 121–26, 129–41; EPP PAC ¶¶ 230–33, 240–50; DPP PAC ¶¶ 101–07, 109–15, 
123–30.) 
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comment the fourth quarter sales at this point of  time, so we are sticking to our guidance.’”).) 
Plaintiffs claim this shows defendants believe d forward-looking statements were suspect and 
previously refrained from them, but began making forward-looking statements starting in 2020 as 
a necessary tool to execute the conspiracy. (See ADP PAC ¶ 129.) 
The pre-2020 statements and the class period st atements both strike the Court as having 
the same innocuous character and intent. Defendants’ post-2020 statements appear to have been 
simply reporting on market cond itions, discussing business stra tegy, and answering investor and 
analyst questions, just as in th e pre-2020 statements. Although there is some contrast, it is not 
suspect. Even by plaintiffs’ own admission, market  conditions changed dr amatically during the 
class period due to the COVID-19 pandemic, th e Ukraine war, and other market conditions, 
thereby supporting double-digit percentage price increases. Therefore, it is unsurprising that class 
period statements contrast in tone and content during the cla ss period. There is an “obvious 
alternative explanation” for that contrast. See Twombly, 550 U.S. at 567. And there can be valid, 
non-conspiratorial reasons for making forward-looking statements one year but not in a prior year. 
In the overall context th at the PACs present, the compar ison of pre-2020 and post-2020 public 
statements does not plausibility show conspiracy. 
iv) Plaintiffs Contention that Pricing Statements Were Not Justified  
The EPP PAC makes the additional argument that defendants’ fo rward-looking public 
pricing statements were not warranted because: (1) securities laws do not mandate future pricing 
disclosures (EPP PAC ¶¶ 157–66); (2) defendants  knew not to make forward-looking price 
statements because they implicate antitrust risk (EPP PAC ¶¶ 211–27); and (3) defendants’ 
customers did not demand future price a nnouncements. (EPP PAC ¶¶ 237–39.) The DPP PAC 
makes a similar general argument that “[d]efendants’ publicly announced price increases were of 
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no value to their customers.” (DPP PAC ¶ 120.) 
The Court disagrees with the characteriza tion of defendants’ forward-looking price 
statements as wholly unjustified. Contrary to what plaintiffs imply, U.S. antitrust doctrine does not 
categorically prohibit all forward-looking price statements. See Williamson Oil Co.,  346 F.3d at 
1307–08 (rejecting argument that fo rward-looking pricing statemen ts constituted signals to 
collude). Even where securities la w might not explicitly require future pricing disclosures at 
earnings calls, it does more gene rally require public companies to disclose “events that are 
reasonably likely to cause a material change in the relationship between costs and revenues (such 
as known or reasonably likely future increases in costs of labor or materi als or price increases or 
inventory adjustments).” 17 C.F. R. § 229.303(b)(2)(ii). This disclo sure standard applies to all 
defendants that are publicly traded companies. 37 Furthermore, courts have refused to construe 
corporate public statements as invitations to collude where the communications contain “the type 
of information companies legitimately convey to their shareholders,” a nd instead limit such an 
inference to “far more detailed co mmunications with no public purpose.” In re Delta II , 245 F. 
Supp. 3d at 1372 (N.D. Ga. 2017) (citing Holiday Wholesale Grocery Co. v. Philip Morris Inc. , 
231 F. Supp. 2d 1253, 1276 (N.D. Ga. 2002), aff’d sub nom. Williamson Oil Co., 346 F.3d 1287).
38 
It is true that public pricing statements can, in some contexts, arouse legitimate conspiracy 
suspicion. See In re Fragrance , 2025 WL 579639, at *5–9 (finding plausible conspiracy where 
price signaling allegations were  paired with a DOJ investigation, prior scholarship suggesting 
cartel behavior, unusually close as sociation at trade associations , and parallel price increases 
 
37 The Court notes that Michelin and Continental are not publicly traded companies. (See EPP PAC ¶ 156.) 
38 Plaintiffs’ own citations confirm the value of defendants’ disclosures. See R. Steuer et al., Avoiding the Traps in 
Investor and Analyst Calls, N.Y.L.J. (Mar. 8, 2010) (discussing FTC position that “antitrust challenges are appropriate 
only in the limited circumstances where the information would not have been publicly communicated, even to 
investors and analysts interested in the company’s business strategy” (internal quotation marks omitted)). 
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beginning in 2018). Shrewd attorneys are awar e of potential antitrus t scrutiny from public 
statements and counsel clients accordingly. But one’s exercise in cautio n does not necessarily 
indicate scienter. And the fact that one makes such statements with knowledge of potential scrutiny 
does not invariably mean they must have done so  in furtherance of antitrust malfeasance. The 
content of the challenged stat ements and the overall context must support an inference of 
conspiracy. 
That context does not exist here. As explai ned above, and as the Court had previously 
concluded in its prior memorandum opinion and order (see Doc. No. 317, at 50–66), defendants’ 
public pricing statements are “the type of information companies legitimately convey to 
shareholders” because they detail prevailing indu stry concerns and describe market conditions. 
See In re Delta II, 245 F. Supp. 3d at 1372.  
Plaintiffs also contend that customers and the general public did not demand future pricing 
information. Defendants’ statements, however, do have a clear publ ic purpose. Several earnings 
call statements are answers to investor and analyst questions, including questions about future 
pricing. (ADP PAC ¶¶ 138 (Bridgest one executive stating in an ea rnings call that “You asked if 
the price increases were at its limit now. Our response is, we do not see it that way.”), 140 (“During 
an earnings call . . . Pirelli’s General Manager of Operations was asked whether it was planning to 
implement price hikes ‘quarter-by-quarter like [its] competitors.’”); see, e.g., ADP PAC ¶¶ 122, 
134, 137–40, 204; EPP PAC ¶ 175; DPP PAC ¶¶ 94, 111, 124, 127–29, 148.) This context “weighs 
against their illegality.” Micron Tech., 400 F. Supp. 3d at 920. Advanced notice of a price increase 
can be valuable to resellers and consumers as well as in a company’s rational interest to disclose. 
See In re Coordinated Pretrial Proc. In Petroleum Prods. Antitrust Litig., 906 F.2d 432, 448 n.14 
(9th Cir. 1990). Moreover, the statements do no t meet the “far more detailed communications” 
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threshold that tends to favor plausibility. See In re Delta II, 245 F. Supp. 3d at 1372. 
* * * 
 The Court sees no chicanery in  defendants’ public statements. Their statements are “more 
likely explained by lawful, unchoreo graphed free-market behavior.” In re Travel Agent II , 583 
F.3d at 908 (citing Iqbal, 556 U.S. at 680; Twombly, 550 U.S. at 557–59) (internal quotation marks 
omitted). This plus factor is rejected. 
e) Opportunities to Conspire 
The prior consolidated complaints asked the Court to infer a plausible conspiracy based on 
many opportunities the defendants had to conspire in restraint of trade. Plai ntiffs first pointed to 
trade associations as opportunities for defendants to meet each other and discuss price fixing plans. 
(Doc No. 317, at 37.) The prior co mplaints “devote[d] over 80 paragraphs to identifying various 
industry events that provided defendants opportunities to conspire.” (Id. at 39 (citing DPP Compl. 
¶¶ 133–47; EPP Compl. ¶¶ 206–39; ADP Compl. ¶¶ 108–46).) The Court found these allegations 
to be insufficient because “[a]t no point [did] plaintiffs even speculate—much less plausibly 
allege—that defendants actually conspired or exchanged confidential information at any of these 
events.” (Id. (citation modified).) Mere attendance at trade association meetings did not plausibly 
suggest conspiracy. (Id.) 
Second, plaintiffs made much ado about defendants’ use of third-party revenue 
management software and pricing consultants. They saw these two opportunities to conspire as 
platforms for defendants to coordinate  and maintain supracompetitive pricing. ( Id. at 40.) As to 
these allegations, the Court concluded that “[a]t most, plaintiffs . . . alleged that it was possible for 
defendants to use a licit tool for illicit means[.]” ( Id. at 44.) The Court also  found that plaintiffs 
did not explain “what non-public information was supposedly exchanged or how it was, or even 
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how it could have been, used to make sure that each  [defendant] acted in accordance with the 
agreement to increase prices.” (Id. (alteration in original) (emphasis in original) (quotation marks 
and citation omitted).) The Court, therefore, held that the opportunity  to conspire plus factor did 
not plausibly suggest a conspiracy. (Id. at 45–46.)  
The ADP and EPP plaintiffs do not add any ne w substantive allegati ons under this plus 
factor. Their PACs merely retain the same allega tions which fell short of  the pleading standard. 
While there are a few minor additions across the PACs, these amendments are all either vague, 
conclusory, or do not otherwise change the context of the plus factor to plausibly show conspiracy. 
(See, e.g., ADP PAC ¶ 224 (adding the words “competitors’ business sensitive information and 
coordinate”).) Once again, the opportunity to conspire plus factor in ADP and EPP PACs does not 
nudge either amended complaint toward plausibility. 
The DPP PAC incorporates the factual allegations from the prior consolidated complaint 
into its opportunities to conspi re plus factor. The DPP PAC al so supplements the allegations 
regarding this plus factor. The additions are: (1) use of USTMA Market Data Program and sharing 
of confidential information; a nd (2) a joint venture for tire distribution between Goodyear and 
Bridgestone. 
i. USTMA Market Data Program and Sharing of Confidential Sales Data 
 
DPPs allege that defendants used their trade association membership in USTMA—wherein 
several executive officers of defendant entities ar e active participants—to further the conspiracy 
by using meetings to coordinate and take adva ntage of USTMA’s Market Data Program. (DPP 
PAC ¶¶ 192, 195.) Defendants use the data program to “share real-time sales data with each other” 
and circulate “monthly  reports of SKU-by-SKU shipment s and sales.” (DPP PAC ¶ 195.) The 
program prepares joint demand forecasts for tires ; defendants use this to “share valuable 
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information and reduce competition[.]” (Id.) 
 These allegations do not give the Court a factual basis to infer conspiracy. Membership in 
USTMA is not, on its own, suspect. “It is well-settled that trade associations often serve legitimate 
functions, such as providing industry informat ion to members, conducting research to further 
industry goals, and promoting demand and that, b ecause of these valid purposes, attendance at 
trade events does not imply an anticompetitive agreement.” Micron Tech., 400 F. Supp. 3d at 918; 
see also Herbert Hovenkamp, Federal Antitrust Policy: The Law of Competition and Its Practice, 
§ 4.5, at 176 (3rd ed. 2005) (“[O]ne should not infe r price fixing merely from the fact that 
competitors had an opportunity to meet at trade association conventions, and one of the items on 
the agenda was declining market conditions.”) 
Moreover, DPPs have failed to illustrate how the Market Data Program operates as an 
anticompetitive instrument. An “exchange of price data and other information among competitors 
does not invariably have anticompetitive effects.” U.S. Gypsum Co., 438 U.S. at 441 n.16. A salient 
factor in the viability of antit rust complaints “has been the inclusion of specific allegations 
concerning time, place, and person versus general allusions to ‘secret meetings,’ 
‘communications,’ or ‘agreements.’” Credit Bureau Servs., Inc. v. Experian Info. Sols., Inc. , No. 
12-2146, 2013 WL 3337676, at *8 (C.D. Cal. June 28, 2013) (quoting In re Hawaiian & 
Guamanian Cabotage Antitrust Litig., 647 F. Supp. 2d 1250, 1256–57 (W.D. Wash. 2009)). Here, 
other than characterizing the da ta used in the Market Data Program as “real-time,” about 
“shipments and sales,” and that the data is “confidential, non-public” and “granular,” DPPs do not 
say much about what the data actually contain. DPPs do not plausibly allege how this data is used 
to reduce competition. Cf. In re RealPage , 709 F. Supp. 3d at 510–12 (explaining how revenue 
management software took residential rental companies’ sensitive pricing and supply data, used it 
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to recommend rental prices that would out perform the market, and managed competitor 
participants to ensure  they adopted pricing recommendations ). These allegations do not make a 
conspiracy inference plausible. 
ii. Joint Venture and Distribution Between Defendants  
DPPs allege that two defendants in particular—Bridgestone and Goodyear—formed a U.S. 
tire distribution joint venture in 2018 called TireHub. (DPP PAC ¶ 208.) Prior to the joint venture, 
the two entities main tained separate tire distribution ne tworks. (DPP PAC ¶ 209.) “Instead of 
remaining competitors for sales, Goodyear an d Bridgestone combined Goodyear’s company-
owned wholesale distribution network with Bri dgestone’s Tire Wholesale Warehouse chain to 
form TireHub.” (Id.) TireHub also sells Pirelli tires. (Id.) 
“Proof of opportunity to conspire, without more, will not sustain an inference that a 
conspiracy has taken place.” Petruzzi’s IGA Supermarkets, Inc. v. Darlin-Delaware Co., 998 F.2d 
1224, n.15 (3d Cir. 1993). Furthermore, “[j]oint ventures are presumably good things because they 
reduce firms’ costs[.]” Philip E. Areeda & Herbert Hovenkamp, Antitrust Law ¶ 2104a (5th ed. 
2024); see also Copperweld Corp. v. Indep. Tube Corp. , 467 U.S. 752, 768, 104 S. Ct. 2731, 81 
L. Ed. 2d 628 (1984) (finding joint ventures “hold the promise of increasi ng a firm’s efficiency 
and enabling it to compete more effectively”). 
DPP’s allegations on this joint venture are cu rsory. They merely describe coordination in 
distribution, which is distinct from pricing and se lling tires. DPPs then point out that TireHub 
presents an opportunity for Bridge stone and Goodyear to meet and conspire to fix prices. They 
conclude this plausibly shows that these defendants agreed not to compete. But DPPs fail to explain 
why or how the joint tire distribution network was an instrument to price fix. DPP’s allegations 
amount to nothing more than point ing to an opportunity to cons pire and concluding defendants 
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must have done so. This does not plausibly show conspiracy. See In re Travel Agent Comm’n 
Antitrust Litig. (In re Travel Agent I) , No. 1:03-cv-30000, 2007 WL 3171675, at *9 (N.D. Ohio 
Oct. 29, 2007) (“Proof that Defendants had an o pportunity to conspire” through “jointly formed 
business ventures” does not “satisfy [plaintiffs’] burden of proving a price-fixing agreement.”). 
The joint venture and distribution allegations  do not nudge the opportunities to conspire 
plus factor toward plausibi lity. Nor does combining them with the USTMA Market Data 
allegations help plaintiffs. These allegations do not change the context of the other opportunity to 
conspire allegations that DPPs incorporated from their prior consolidated complaint. Accordingly, 
this plus factor fails to plausibly suggest a conspiracy to fix prices among defendants. 
f) Market Characteristics and Antitrust Recidivism39 
The market characteristic and antitrust recidivism plus factors that plaintiffs allege in their 
PACs remain relatively unchanged when compared to the prior consolidated complaints. Standing 
alone, these plus factors do not plausibly point to a conspir acy. Considered alongside those plus 
factors with substantive amendments, they still fall short of plausibility. 
The PACs add no new allegations regarding the unique market characteristics of U.S. 
 
39 Plaintiffs’ prior common motive to conspire plus factor has been removed from the PACs. The prior consolidated 
complaints had alleged that defendants “faced shrinking profit margins” due to COVID-19 public safety measures, 
thus they were “motivated to offset the downward pricing pressures from soft demand and the difficulty of increasing 
prices in a commodity market where competition is largely based on price.” (Doc No. 317, at 30 (quotation marks and 
citation omitted).) Plaintiffs had failed to raise prices in 2017 because of counterva iling competitive pressures but 
succeeded in 2020 “by agreeing on coordinated price increases.” (Id. (quoting DPP Compl. ¶ 128).)  
The Court rejected this plus factor. Although “defendants may have been motivated to increase profits, plaintiffs [fell] 
short of plausibly alleging that defendants were motivated to conspire as a means of doing so.” (Id. at 31.) The motive 
to conspire plus factor had “fail[ed] to account for conscious parallelism and the pressures of an interdependent 
market.” (Id. at 32 (citation omitted).) Defendants’ failed price increase attempts in 2017 showed that “it was neither 
irrational nor suggestive of conspiracy that certain defendants tried again in 2020[.]” (Id. at 33.) 
Plaintiffs remove “common motive to conspire” as an explicit plus factor from their PACs. ( See Doc. Nos. 323-2, at 
117–18; 324-2, at 46–47; 325-2, at 70.) The only allegation fr om this plus factor that they retain is the comparison 
between defendants’ failed 2017 price increase and their successful increases beginning in 2020. The Court has already 
addressed that allegation and concluded it does not nudge the PACs toward plausibility. 
 
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replacement tire sales. They once again allege that the tire market is characterized by: 
(1) A prevailing oligopoly wher e market power is concentrat ed in a handful of firms, 
making cartel formation and maintenan ce easier (ADP PAC ¶ 78; EPP PAC ¶¶ 211–
12; DPP PAC ¶¶ 74–78); 
(2) Products that are interchangeable, meaning that defendants primarily compete on price, 
with interchangeability making cartel collusion more likely (ADP PAC ¶¶ 208–09; EPP 
PAC ¶¶ 362, 364; DPP PAC ¶¶ 224, 226); 
(3) Tire price inelasticity in response to demand due to li mited availability for consumers 
to defer necessary tire replacement, making it easier for defendants to enact 
supracompetitive prices without losing revenue (ADP PAC ¶¶ 211–15; EPP PAC ¶¶ 
357–61; DPP PAC ¶¶ 221, 223); and 
(4) High barriers to market entry for new co mpetitors due to large start-up costs and 
practical market exit difficulties, leading to market concentration and facilitating 
collusive incentives (ADP PAC ¶¶ 205–07; EPP PAC ¶¶ 353–55; DPP PAC ¶¶ 216–
20). 
The Court previously held that these plus fa ctor allegations were “relevant but far from 
dispositive.” (Doc. No. 317, at 50 (quoting Kleen, 276 F. Supp. at 823).) The Court concluded that 
“while parallel conduct exist[ed], the fact that the repl acement tire industry  is susceptible to 
collusion d[id] little to . . . render the alleged conspiracy plausible.” (Id.)  
The prior memorandum opinion and order’s conclusions as to th is plus factor apply here 
as well. Plaintiffs’ market characteristic allegati ons did not point toward plausibility previously, 
and their recycled market charac teristics allegations do not do so now. This is true even when 
considering them alongside the supplemented allega tions in other plus factors, which also do not 
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plausibly show a conspiracy. As previously stated, “[p]laintiffs have done nothing more than show 
that in an oligopoly, each company is aware of the others’ actions. This is the nature of the 
economic interdependence of th e companies in an oligopoly.” Holiday Wholesale Grocery Co. , 
231 F. Supp. 2d at 1275. Once again, the tire market  characteristics do not alter the conspiracy 
analysis in favor of plaintiffs. 
Regarding defendants’ antitrust recidivism plus factor, the amended pleadings add no new 
allegations. The prior consolidated complaints a lleged that defendants ha d a “global history of 
antitrust violations” since at  least 2001. (Doc. No. 317, at 82 ( quotation marks and citations 
omitted).) Plaintiffs submitted this as a plus  factor, stating that “[ p]rior price collusion 
demonstrates the [d]efendants are motivated to engage in price- fixing and willing to violate 
antitrust laws.” (Id. at 86 (citing Doc. No. 266, at 62) (alterations in original).) But the Court was 
unconvinced, holding that “the price-fixing conspiracy . . . [was] not made any more plausible by 
the existence of unrelated cons piracies involving long-departed  executives and/or unconnected 
corporate entities in foreign jurisdictions.” (Id. at 87.) There was no “common intent between the 
prior misconduct and the instant alleged conspiracy.” (Id. at 86.) Moreover, the antitrust recidivism 
allegations did not implicate all named defendants ( id. at 86–87), and some involved only 
settlements or preliminary investigations (id. at 83–84). 
In the PACs, plaintiffs again allege that “there  is a history of antitr ust violations by Tire 
manufacturers.” (ADP PAC ¶ 277; EPP PAC ¶ 374; see DPP PAC ¶¶ 234–39.) They bring forth 
the same allegations under this plus factor as in the prior consolidated complaints. They do not, 
however, explain why the Court’s prior holding should not also apply here, given that the factual 
pleadings are nearly identical. And the other new allegations in the PACs do not place the prior 
recidivism pleadings in a different context than before. Accordingly, the Court again finds that the 
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antitrust recidivism allegations do not nudge the complaint toward a plausible conspiracy. 
g) The Collective Plausibility of Plaintiffs’ Allegations 
Mindful that the Court must evaluate allegations  of a conspiracy as a whole, rather than 
simply “dismembering it and viewing its separate parts,” See Cont’l Ore Co., 370 U.S. at 699, the 
Court now examines plaintiffs’ a lleged plus factors collectively to determine whether they place 
the price increases “in a context that raises a suggestion of a preceding agreement, not merely 
parallel conduct that could just as well be independent action.” Twombly, 550 U.S. at 557. “Actions 
that might seem otherwise neutra l in isolation can take on a diffe rent shape when considered in 
conjunction with other surrounding circumstances.” SD3, 801 F.3d at 425. But “the mere presence 
of one or more . . . ‘plus factor s’ does not necessarily mandate th e conclusion that there was an 
illegal conspiracy between the parties, for the court may still conclude , based upon the evidence 
before it, that the defendants acted independently  of one another, and not  in violation of the 
antitrust laws.” Balaklaw v. Lovell, 822 F. Supp. 892, 903 (N.D.N.Y 1993) (citing Monsanto Co. 
v. Spray-Rite Serv. Corp., 465 U.S. 752, 764, 104 S. Ct. 1464, 79 L. Ed. 2d 775 (1984)). 
Taking a holistic view of each PAC, the C ourt holds they do not plead a plausible 
conspiracy. The Court has indulged every permissibl e inference to attempt to construe plaintiffs’ 
plus factor allegations in a light that shows the parallel behavior “would probably not result from 
. . . independent responses to  stimuli, or mere interdepe ndence unaided by an advance 
understanding among the parties[.]” Twombly, 550 U.S. at 557, n.4 (citing Philip E. Areeda & 
Herbert Hovenkamp, supra, at ¶ 1425 (2d ed.)). Bu t the collective allegations illustrate “a wide 
swath of rational and competitive business strategy unilaterally prompted by common perceptions 
of the market.” Id. at 545. They are at best a “restatement of conscious parallelism endemic to an 
oligopoly.” Micron Tech., 400 F. Supp. 3d at 922 (quotation omitted). 
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The PACs illustrate a context of business conduct more likely explained by many obvious 
alternative explanations. As plai ntiffs have conceded in their complaints, non-collusive factors 
(such as COVID-19, the Ukraine war, and volatile market dynamics) contributed to most of the 
price increases. They claim that only conspiracy could explain the remaining 5% price increases. 
But the plus factors meant to nudge the parallel conduct toward a plausible conspiracy can just as 
easily be explained by conscious parallelism and fo llow-the-leader pricing in an oligopoly. Even 
plaintiffs’ own allegations demonstrate a sequential pattern of price increases, where one defendant 
reacts in short order to another’s price increase, to be followed by another defendant, in a cycle of 
price hikes spanning weeks or months. ( See ADP PAC ¶ 105 (showing ta ble of defendants’ 
announced price increases by date and percentage increase); EPP PAC ¶ 154 (same); DPP PAC ¶ 
81 (same).) That is to be expected, as “[c]ompetitors in concentrated markets watch each other like 
hawks.” In re Text Messaging Antitrust Litig., 782 F.3d at 874–75. Defendants’ alleged actions are 
consistent with mere parallel conduct and nothing more. 
Moreover, the allegations regarding each defendant’s public facing conduct do not show 
“further circumstance pointing toward a meeting of the minds[.]” Twombly, 550 U.S. at 557. The 
public pricing statement allegati ons amount to mere “naked asse rtion[s] of conspiracy[.]” Id. 
Indeed, the underlying market conditions defendants faced—continued upward pricing momentum 
caused by COVID-19 and Ukraine war market impacts, general inflation, supply chain disruptions, 
raw material shortages, and volatile input cost s—along with the oligopoly in which defendants 
operate (where conscious parallelism is often prevalent), offer a plai nly obvious alternative 
explanation for defendants’ behavior. Placed in the proper context, defendants’ alleged statements 
in earnings calls read as sensible and legally permissible. And the allegations regarding trade 
meeting association attendance, use of revenue management software and USTMA Market Data 
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Program, joint ventures, and other opportunities to conspire amount to no more than “an account 
of [each] defendant’s commercial efforts.” Id. The antitrust recidivism allegations fare no better 
for plaintiffs. Collectively, these plus factors portray parallel conduct wh ich “stays in neutral 
territory” rather than “rais[ing] a suggestion of a preceding agreement[.]” Id. The parallel conduct 
plaintiffs illustrate “could just as well be independent action[.]” Id. That “stops short of the line 
between possibility and plausibil ity of entitlement to relief.” Id. (internal quotation marks and 
citation omitted) (cleaned up). 
Indeed, the context of the PACs sets them apart from cases where a prior agreement would 
explain otherwise unusual market observations. See, e.g., In re RealPage, 709 F. Supp. 3d at 506–
08 (noting that lack of correlation between vacanc y rates and rental unit pricing made sense if 
defendants had agreed not to compete); In re Cattle II , 2021 WL 7757881, at *1–8 (recognizing 
that conspiracy among meat packers would explai n unusual fed cattle purc hasing practices that 
caused economically erratic widening price ma rgin between fed cattle purchases and post-
slaughter beef sales); In re CDS, 710 F. Supp. 3d at 943–45 (observing that unusual synchrony in 
non-public bond bidding made sense if  bidders conspired). They also  contrast with cases where 
some investigation or statement reve aled a plausible underlying agreement. See, e.g., In re Eur. 
Gov’t Bonds, 2022 WL 768680, at *21 (finding plausibility after EC investigation’s final decision 
finding antitrust infringement); In re Delta I , 733 F. Supp. 2d at 1359–61 (finding conspiracy to 
be plausible where defendant air line made earnings call statements  directed at competitor which 
explicitly invited competitor to impose a baggage fee and clearly indicating the fee would be 
promptly reciprocated). 
These plus factors, considered  in concert, do not nudge the allegations toward plausibly 
showing a conspiracy. Reviewed together, they show nothing more than parallel conduct. 
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* * * 
Plaintiffs have again “failed to allege sufficient facts pl ausibly suggesting (not merely 
consistent with) an agreement . . . because defendants’ conduct ‘was not only compatible with, but 
indeed was more likely expl ained by, lawful, unchoreographe d free-market behavior.’” In re 
Travel Agent II, 583 F.3d at 908 (quoting Iqbal, 556 U.S. at 680; Twombly, 550 U.S. at 557–59). 
And without a plausible pleading of conspiracy, the PACs do not properly plead a § 1 claim. The 
Court therefore holds that amendment of the Sherman Act claims would be futile. 
3. State Law Claims 
The ADP and EPP PACs plead claims under se veral state antitrust statutes, consumer 
protection laws, and common law causes of action, subject to insignificant alterations compared 
to the original complaint. (ADP PAC ¶¶ 323–527; EPP PAC ¶¶ 450–764.) As with the prior 
pleadings, these claims hinge on the same nexus of  facts which would fail  to make a plausible 
showing of conspiracy  under the Sherman Act. 40 ( See generally ADP PAC; EPP PAC.) 
Accordingly, they are also inadequately pled. 41 The Court holds that amendment of the state law 
claims would also be futile. 
IV. CONCLUSION 
Without a plausible showing of antitrust cons piracy, there can be no liability under U.S. 
antitrust law. The PACs’ tandem of parallel conduc t and plus factors fails to add additional facts 
 
40 Plaintiffs concede that if their Sherman Act claims fail, their state law claims must also fail. (Doc. No. 295, at 126.) 
41 See generally In re Cattle I, 2020 WL 5884676, at *6 (dismissing state antitrust, consumer protection, and unjust 
enrichment claims because the claims “all rely on the same alleged price-fixing conspiracy creating the Sherman Act 
claim, which the Court finds deficient”); In re Online Travel Co. (OTC) Hotel Booking Antitrust Litig., 997 F. Supp. 
2d 526, 544 (N.D. Tex. 2014) (“[E]ach state law requires the same sort of concerted action § 1 requires. Therefore, 
since the Court already found the price fixing conspiracy allegations implausible, it must conclude that the Complaint’s 
state antitrust law claim is also inadequately pled.”); In re Graphics Processing Units Antitrust Litig., 527 F. Supp. 2d 
at 1025 (“Since plaintiffs’ federal and state-law antitrust claims are predicated on the same allegations of conspiracy, 
they likewise are insufficient to state a claim for conspiracy.”). 
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which would nudge the conspiracy allegations towa rd plausibility. They still describe parallel 
conduct that is not only consistent with, but indeed more likely explained by, lawful, independent 
action. The PACs would be futile because they would fail a Rule 12(b)(6) motion. And plaintiffs 
have been afforded two opportunities to present all available facts to support their claims. Having 
twice failed to meet the pleading standard, dism issal with prejudice for each captioned case is 
proper. 
For the reasons stated above, as well as t hose in the Court’s prior memorandum opinion 
and order to the extent it applies to this set of facts (Doc. No. 317), plaintiffs’ motions for leave to 
amend their respective consolidated compla ints (Doc. Nos. 323, 324, and 325) are DENIED 
WITH PREJUDICE. The Court will separately enter final judgment in favor of defendants as to 
each consolidated class. 
IT IS SO ORDERED. 
 
Dated: March 31, 2026    
 HONORABLE SARA LIOI 
CHIEF JUDGE 
UNITED STATES DISTRICT COURT 
 
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