IN THE UNITED STATES DISTRICT COURT

FOR THE EASTERN DISTRICT OF MICHIGAN

SOUTHERN DIVISION

IN RE AUTOMOTIVE PARTS

ANTITRUST LITIGATION

In Re: Wire Harness

In Re: Instrument Panel Clusters

In Re: Fuel Senders

In Re: Heater Control Panels

In Re: Alternators

In Re: Windshield Wiper Systems

In Re: Radiators

In Re: Starters

In Re: Ignition Coils

In Re: Motor Generators

In Re: HID Ballasts

In Re: Inverters

In Re: Air Flow Meters

In Re: Fan Motors

In Re: Fuel Injection Systems

In Re: Power Window Motors

In Re: Automatic Transmission Fluid 

Warmers

In Re: Valve Timing Control Devices

In Re: Electronic Throttle Bodies

In Re: Air Conditioning Systems

In Re: Windshield Washer Systems

In Re: Spark Plugs

In Re: Ceramic Substrates

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Master File No. 12-md-02311

2:12-cv-00103

2:12-cv-00203

2:12-cv-00303

2:12-cv-00403

2:13-cv-00703

2:13-cv-00903

2:13-cv-01003

2:13-cv-01103

2:13-cv-01403

2:13-cv-01503

2:13-cv-01703

2:13-cv-01803

2:13-cv-02003

2:13-cv-02103

2:13-cv-02203

2:13-cv-02303

2:13-cv-02403

2:13-cv-02503

2:13-cv-02603

2:13-cv-02703

2:13-cv-02803

2:15-cv-03003

2:16-cv-11804

THIS DOCUMENT RELATES TO

End-Payor Actions

ORDER GRANTING END-PAYOR PLAINTIFFS’ MOTION FOR PRELIMINARY 

APPROVAL OF PROPOSED SETTLEMENT WITH DENSO

DEFENDANTS AND PROVISIONAL CERTIFICATION OF SETTLEMENT CLASSES

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Upon consideration of End-Payor Plaintiffs’ Motion for Preliminary Approval of 

Proposed Settlement with Defendants DENSO Corporation, DENSO International America, Inc., 

DENSO International Korea Corporation, DENSO Korea Automotive Corporation, DENSO 

Automotive Deutschland GmbH, ASMO Co., Ltd., ASMO North America, LLC, ASMO 

Greenville of North Carolina, Inc., and ASMO Manufacturing, Inc. (collectively, the “DENSO

Defendants”) and Provisional Certification of Settlement Classes (“Motion”), it is hereby 

ORDERED as follows:

1. The Motion is hereby GRANTED.

2. Unless otherwise set forth herein, defined terms in this Order shall have the same 

meaning ascribed to them in the Settlement Agreement. 

Preliminary Approval of Settlement Agreement

3. The terms of the Settlement Agreement are hereby preliminarily approved, 

including the release contained therein, as being fair, reasonable, and adequate to the Settlement 

Classes, subject to a Fairness Hearing.

4. The Court finds that the Settlement Agreement was entered into at arm’s length 

by experienced counsel and is sufficiently within the range of reasonableness that notice of the 

Settlement Agreement should be given, pursuant to a plan to be submitted by Settlement Class 

Counsel and approved by the Court at a later date as provided in this Order.

Class Certification

5. Pursuant to Federal Rule of Civil Procedure (“Rule”) 23, and in light of the 

proposed settlement, the Court hereby finds that the prerequisites for a class action have been 

met and provisionally certifies the following classes for settlement purposes (“Settlement 

Classes”):

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(a) “Automotive Wire Harness Systems Settlement Class” is defined as:

All persons and entities who, from January 1, 1998, through the Execution Date, 

purchased or leased a new Vehicle in the United States not for resale that included 

one or more Automotive Wire Harness Systems as a component part, or indirectly 

purchased one or more Automotive Wire Harness Systems as a replacement part, 

which were manufactured or sold by a Defendant, any current or former 

subsidiary of a Defendant, or any co-conspirator of a Defendant. Excluded from 

the Automotive Wire Harness Systems Settlement Class are Defendants, their 

parent companies, subsidiaries and affiliates, any co-conspirators, federal 

governmental entities and instrumentalities of the federal government, states and 

their subdivisions, agencies and instrumentalities, and persons who purchased 

Automotive Wire Harness Systems directly or for resale.

(b) “Instrument Panel Clusters Settlement Class” is defined as:

All persons and entities who, from January 1, 1998, through the Execution Date, 

purchased or leased a new Vehicle in the United States not for resale that included 

one or more Instrument Panel Clusters as a component part, or indirectly 

purchased one or more Instrument Panel Clusters as a replacement part, which 

were manufactured or sold by a Defendant, any current or former subsidiary of a 

Defendant, or any co-conspirator of a Defendant. Excluded from the Instrument 

Panel Clusters Settlement Class are Defendants, their parent companies, 

subsidiaries and affiliates, any co-conspirators, federal governmental entities and 

instrumentalities of the federal government, states and their subdivisions, agencies 

and instrumentalities, and persons who purchased Instrument Panel Clusters 

directly or for resale.

(c) “Fuel Senders Settlement Class” is defined as:

All persons and entities who, from January 1, 1998, through the Execution Date, 

purchased or leased a new Vehicle in the United States not for resale that included 

one or more Fuel Senders as a component part, or indirectly purchased one or 

more Fuel Senders as a replacement part, which were manufactured or sold by a 

Defendant, any current or former subsidiary of a Defendant, or any co-conspirator 

of a Defendant. Excluded from the Fuel Senders Settlement Class are 

Defendants, their parent companies, subsidiaries and affiliates, any coconspirators, federal governmental entities and instrumentalities of the federal 

government, states and their subdivisions, agencies and instrumentalities, and 

persons who purchased Fuel Senders directly or for resale.

(d) “Heater Control Panels Settlement Class” is defined as:

All persons and entities who, from January 1, 1998, through the Execution Date, 

purchased or leased a new Vehicle in the United States not for resale that included 

one or more Heater Control Panels as a component part, or indirectly purchased 

one or more Heater Control Panels as a replacement part, which were 

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manufactured or sold by a Defendant, any current or former subsidiary of a 

Defendant, or any co-conspirator of a Defendant. Excluded from the Heater 

Control Panels Settlement Class are Defendants, their parent companies, 

subsidiaries and affiliates, any co-conspirators, federal governmental entities and 

instrumentalities of the federal government, states and their subdivisions, agencies 

and instrumentalities, and persons who purchased Heater Control Panels directly 

or for resale.

(e) “Alternators Settlement Class” is defined as:

All persons and entities who, from January 1, 1998, through the Execution Date, 

purchased or leased a new Vehicle in the United States not for resale that included 

one or more Alternators as a component part, or indirectly purchased one or more 

Alternators as a replacement part, which were manufactured or sold by a 

Defendant, any current or former subsidiary of a Defendant, or any co-conspirator 

of a Defendant. Excluded from the Alternators Settlement Class are Defendants, 

their parent companies, subsidiaries and affiliates, any co-conspirators, federal 

governmental entities and instrumentalities of the federal government, states and 

their subdivisions, agencies and instrumentalities, and persons who purchased 

Alternators directly or for resale.

(f) “Windshield Wiper Systems Settlement Class” is defined as:

All persons and entities who, from January 1, 1998, through the Execution Date, 

purchased or leased a new Vehicle in the United States not for resale that included 

one or more Windshield Wiper Systems as a component part, or indirectly 

purchased one or more Windshield Wiper Systems as a replacement part, which 

were manufactured or sold by a Defendant, any current or former subsidiary of a 

Defendant, or any co-conspirator of a Defendant. Excluded from the Windshield 

Wiper Systems Settlement Class are Defendants, their parent companies, 

subsidiaries and affiliates, any co-conspirators, federal governmental entities and 

instrumentalities of the federal government, states and their subdivisions, agencies 

and instrumentalities, and persons who purchased Windshield Wiper Systems 

directly or for resale.

(g) “Radiators Settlement Class” is defined as:

All persons and entities who, from January 1, 1998, through the Execution Date, 

purchased or leased a new Vehicle in the United States not for resale that included 

one or more Radiators as a component part, or indirectly purchased one or more 

Radiators as a replacement part, which were manufactured or sold by a 

Defendant, any current or former subsidiary of a Defendant, or any co-conspirator

of a Defendant. Excluded from the Radiators Settlement Class are Defendants, 

their parent companies, subsidiaries and affiliates, any co-conspirators, federal 

governmental entities and instrumentalities of the federal government, states and 

their subdivisions, agencies and instrumentalities, and persons who purchased 

Radiators directly or for resale.

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(h) “Starters Settlement Class” is defined as:

All persons and entities who, from January 1, 1998, through the Execution Date, 

purchased or leased a new Vehicle in the United States not for resale that included 

one or more Starters as a component part, or indirectly purchased one or more 

Starters as a replacement part, which were manufactured or sold by a Defendant, 

any current or former subsidiary of a Defendant, or any co-conspirator of a 

Defendant. Excluded from the Starters Settlement Class are Defendants, their 

parent companies, subsidiaries and affiliates, any co-conspirators, federal 

governmental entities and instrumentalities of the federal government, states and 

their subdivisions, agencies and instrumentalities, and persons who purchased 

Starters directly or for resale.

(i) “Ignition Coils Settlement Class” is defined as:

All persons and entities who, from January 1, 1998, through the Execution Date, 

purchased or leased a new Vehicle in the United States not for resale that included 

one or more Ignition Coils as a component part, or indirectly purchased one or 

more Ignition Coils as a replacement part, which were manufactured or sold by a 

Defendant, any current or former subsidiary of a Defendant, or any co-conspirator 

of a Defendant. Excluded from the Ignition Coils Settlement Class are 

Defendants, their parent companies, subsidiaries and affiliates, any coconspirators, federal governmental entities and instrumentalities of the federal 

government, states and their subdivisions, agencies and instrumentalities, and 

persons who purchased Ignition Coils directly or for resale.

(j) “Motor Generators Settlement Class” is defined as:

All persons and entities who, from January 1, 1998, through the Execution Date, 

purchased or leased a new Vehicle in the United States not for resale that included 

one or more Motor Generators as a component part, or indirectly purchased one or 

more Motor Generators as a replacement part, which were manufactured or sold 

by a Defendant, any current or former subsidiary of a Defendant, or any coconspirator of a Defendant. Excluded from the Motor Generators Settlement 

Class are Defendants, their parent companies, subsidiaries and affiliates, any coconspirators, federal governmental entities and instrumentalities of the federal 

government, states and their subdivisions, agencies and instrumentalities, and 

persons who purchased Motor Generators directly or for resale.

(k) “HID Ballasts Settlement Class” is defined as:

All persons and entities who, from January 1, 1998, through the Execution Date, 

purchased or leased a new Vehicle in the United States not for resale that included 

one or more HID Ballasts as a component part, or indirectly purchased one or 

more HID Ballasts as a replacement part, which were manufactured or sold by a 

Defendant, any current or former subsidiary of a Defendant, or any co-conspirator 

of a Defendant. Excluded from the HID Ballasts Settlement Class are 

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Defendants, their parent companies, subsidiaries and affiliates, any coconspirators, federal governmental entities and instrumentalities of the federal 

government, states and their subdivisions, agencies and instrumentalities, and 

persons who purchased HID Ballasts directly or for resale.

(l) “Inverters Settlement Class” is defined as:

All persons and entities who, from January 1, 1998, through the Execution Date, 

purchased or leased a new Vehicle in the United States not for resale that included 

one or more Inverters as a component part, or indirectly purchased one or more 

Inverters as a replacement part, which were manufactured or sold by a Defendant, 

any current or former subsidiary of a Defendant, or any co-conspirator of a 

Defendant. Excluded from the Inverters Settlement Class are Defendants, their 

parent companies, subsidiaries and affiliates, any co-conspirators, federal 

governmental entities and instrumentalities of the federal government, states and 

their subdivisions, agencies and instrumentalities, and persons who purchased 

Inverters directly or for resale.

(m) “Fan Motors Settlement Class” is defined as:

All persons and entities who, from January 1, 1998, through the Execution Date, 

purchased or leased a new Vehicle in the United States not for resale that included 

one or more Fan Motors as a component part, or indirectly purchased one or more 

Fan Motors as a replacement part, which were manufactured or sold by a 

Defendant, any current or former subsidiary of a Defendant, or any co-conspirator 

of a Defendant. Excluded from the Fan Motors Settlement Class are Defendants, 

their parent companies, subsidiaries and affiliates, any co-conspirators, federal 

governmental entities and instrumentalities of the federal government, states and 

their subdivisions, agencies and instrumentalities, and persons who purchased Fan 

Motors directly or for resale.

(n) “Fuel Injection Systems Settlement Class” is defined as:

All persons and entities who, from January 1, 1998, through the Execution Date, 

purchased or leased a new Vehicle in the United States not for resale that included 

one or more Fuel Injection Systems as a component part, or indirectly purchased 

one or more Fuel Injection Systems as a replacement part, which were 

manufactured or sold by a Defendant, any current or former subsidiary of a

Defendant, or any co-conspirator of a Defendant. Excluded from the Fuel 

Injection Systems Settlement Class are Defendants, their parent companies, 

subsidiaries and affiliates, any co-conspirators, federal governmental entities and 

instrumentalities of the federal government, states and their subdivisions, agencies 

and instrumentalities, and persons who purchased Fuel Injection Systems directly 

or for resale.

(o) “Power Window Motors Settlement Class” is defined as:

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All persons and entities who, from January 1, 1998, through the Execution Date, 

purchased or leased a new Vehicle in the United States not for resale that included 

one or more Power Window Motors as a component part, or indirectly purchased 

one or more Power Window Motors as a replacement part, which were 

manufactured or sold by a Defendant, any current or former subsidiary of a 

Defendant, or any co-conspirator of a Defendant. Excluded from the Power 

Window Motors Settlement Class are Defendants, their parent companies, 

subsidiaries and affiliates, any co-conspirators, federal governmental entities and 

instrumentalities of the federal government, states and their subdivisions, agencies 

and instrumentalities, and persons who purchased Power Window Motors directly 

or for resale.

(p) “Automatic Transmission Fluid Warmers and Oil Coolers Settlement 

Class” is defined as:

All persons and entities who, from January 1, 1998, through the Execution Date, 

purchased or leased a new Vehicle in the United States not for resale that included 

one or more Automatic Transmission Fluid Warmers or Oil Coolers as a 

component part, or indirectly purchased one or more Automatic Transmission 

Fluid Warmers or Oil Coolers as a replacement part, which were manufactured or 

sold by a Defendant, any current or former subsidiary of a Defendant, or any coconspirator of a Defendant. Excluded from the Automatic Transmission Fluid 

Warmers and Oil Coolers Settlement Class are Defendants, their parent 

companies, subsidiaries and affiliates, any co-conspirators, federal governmental 

entities and instrumentalities of the federal government, states and their 

subdivisions, agencies and instrumentalities, and persons who purchased 

Automatic Transmission Fluid Warmers or Oil Coolers directly or for resale.

(q) “Valve Timing Control Devices Settlement Class” is defined as:

All persons and entities who, from January 1, 1998, through the Execution Date, 

purchased or leased a new Vehicle in the United States not for resale that included 

one or more Valve Timing Control Devices as a component part, or indirectly 

purchased one or more Valve Timing Control Devices as a replacement part, 

which were manufactured or sold by a Defendant, any current or former 

subsidiary of a Defendant, or any co-conspirator of a Defendant. Excluded from 

the Valve Timing Control Devices Settlement Class are Defendants, their parent 

companies, subsidiaries and affiliates, any co-conspirators, federal governmental 

entities and instrumentalities of the federal government, states and their 

subdivisions, agencies and instrumentalities, and persons who purchased Valve 

Timing Control Devices directly or for resale.

(r) “Air Conditioning Systems Settlement Class” is defined as:

All persons and entities who, from January 1, 1998, through the Execution Date, 

purchased or leased a new Vehicle in the United States not for resale that included 

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one or more Air Conditioning Systems as a component part, or indirectly 

purchased one or more Air Conditioning Systems as a replacement part, which 

were manufactured or sold by a Defendant, any current or former subsidiary of a 

Defendant, or any co-conspirator of a Defendant. Excluded from the Air 

Conditioning Systems Settlement Class are Defendants, their parent companies, 

subsidiaries and affiliates, any co-conspirators, federal governmental entities and 

instrumentalities of the federal government, states and their subdivisions, agencies 

and instrumentalities, and persons who purchased Air Conditioning Systems 

directly or for resale.

(s) “Windshield Washer Systems Settlement Class” is defined as:

All persons and entities who, from January 1, 1998, through the Execution Date, 

purchased or leased a new Vehicle in the United States not for resale that included 

one or more Windshield Washer Systems as a component part, or indirectly 

purchased one or more Windshield Washer Systems as a replacement part, which 

were manufactured or sold by a Defendant, any current or former subsidiary of a 

Defendant, or any co-conspirator of a Defendant. Excluded from the Windshield 

Washer Systems Settlement Class are Defendants, their parent companies, 

subsidiaries and affiliates, any co-conspirators, federal governmental entities and 

instrumentalities of the federal government, states and their subdivisions, agencies 

and instrumentalities, and persons who purchased Windshield Washer Systems 

directly or for resale.

(t) “Spark Plugs, Oxygen Sensors, and Air Fuel Ratio Sensors Settlement 

Class” is defined as:

All persons and entities who, from January 1, 1998, through the Execution Date, 

purchased or leased a new Vehicle in the United States not for resale that included 

one or more Spark Plugs, Oxygen Sensors, or Air Fuel Ratio Sensors as a 

component part, or indirectly purchased one or more Spark Plugs, Oxygen 

Sensors, or Air Fuel Ratio Sensors as a replacement part, which were 

manufactured or sold by a Defendant, any current or former subsidiary of a 

Defendant, or any co-conspirator of a Defendant. Excluded from the Spark Plugs, 

Oxygen Sensors, and Air Fuel Ratio Sensors Settlement Class are Defendants, 

their parent companies, subsidiaries and affiliates, any co-conspirators, federal 

governmental entities and instrumentalities of the federal government, states and 

their subdivisions, agencies and instrumentalities, and persons who purchased 

Spark Plugs, Oxygen Sensors, or Air Fuel Ratio Sensors directly or for resale.

(u) “Ceramic Substrates Settlement Class” is defined as:

All persons and entities who, from January 1, 1998, through the Execution Date, 

purchased or leased a new Vehicle in the United States not for resale that included 

one or more Ceramic Substrates as a component part, or indirectly purchased one 

or more Ceramic Substrates as a replacement part, which were manufactured or 

2:15-cv-03003-MOB-MKM Doc # 34 Filed 09/29/16 Pg 8 of 11 Pg ID 1524
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sold by a Defendant, any current or former subsidiary of a Defendant, or any coconspirator of a Defendant. Excluded from the Ceramic Substrates Settlement 

Class are Defendants, their parent companies, subsidiaries and affiliates, any coconspirators, federal governmental entities and instrumentalities of the federal 

government, states and their subdivisions, agencies and instrumentalities, and 

persons who purchased Ceramic Substrates directly or for resale.

6. The Court finds that provisional certification of the Settlement Classes is 

warranted in light of the Settlement Agreement because: (a) the Settlement Classes are so 

numerous that joinder is impracticable; (b) End-Payor Plaintiffs’ claims present common issues 

and are typical of the Settlement Classes; (c) End-Payor Plaintiffs and Settlement Class Counsel 

(defined below) will fairly and adequately represent the Settlement Classes; and (d) common 

issues predominate over any individual issues affecting the members of the Settlement Classes. 

The Court further finds that End-Payor Plaintiffs’ interests are aligned with the interests of all 

other members of the Settlement Classes. The Court also finds settlement of the above-captioned 

actions (“Actions”) on a class basis superior to other means of resolving the Actions.

Appointment of Settlement Class Counsel

7. The Court hereby appoints Cotchett, Pitre & McCarthy LLP, Robins Kaplan LLP, 

and Susman Godfrey L.L.P. as Settlement Class Counsel, having determined that the 

requirements of Rule 23(g) are fully satisfied by this appointment.

8. Each End-Payor Plaintiff class representative named in the operative complaints 

in the Actions will serve as End-Payor Plaintiff class representative on behalf of the Settlement 

Classes.

Notice to Potential Class Members

9. Prior to the Fairness Hearing, Settlement Class Counsel shall provide notice of the 

Settlement Agreement and the Fairness Hearing to all persons affected by and/or entitled to 

participate in the Settlement Agreement in compliance with the notice requirements of Rule 23 

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and due process of law. Such means of providing notice will be addressed in a subsequent Order 

following submission by End-Payor Plaintiffs at a later date of a proposal for notice to the 

Settlement Classes and related forms for notice, claims and distribution (“Notice Motion”).

10. The Notice Motion shall include a proposed form of, method for, and date of 

dissemination of notice and the date on which the notice is mailed shall be the “Notice Date.”

Other Provisions

11. Pursuant to the Settlement Agreement, the DENSO Defendants agree to the entry 

of an order and final judgment in each of the Actions enjoining the DENSO Defendants, for a 

period of two years beginning on the date of entry of the final order and judgment, from 

engaging in any price-fixing, bid-rigging, or market allocation as to any Automotive Part (as 

defined in the Settlement Agreement) in violation of Section 1 of the Sherman Act.

12. As more fully set forth in the Settlement Agreement, the DENSO Defendants

agree to cooperate with End-Payor Plaintiffs in connection with the continued prosecution of the 

Actions.

13. In the event that the Settlement Agreement is terminated in accordance with its 

provisions, the Settlement Agreement and all proceedings had in connection therewith shall be 

null and void, except insofar as expressly provided to the contrary in the Settlement Agreement, 

and without prejudice to the status quo and rights of End-Payor Plaintiffs, the DENSO

Defendants, and the members of the Settlement Classes.

14. The Court’s provisional certification of the Settlement Classes as provided herein 

is without prejudice to, or waiver of, the rights of any Defendants, including the DENSO

Defendants, to contest certification of any other class proposed in the Actions. The Court’s 

findings in this Order shall have no effect on the Court’s ruling on any motion to certify any 

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class in the Actions or on the Court’s ruling(s) concerning any Defendant’s motion; and no party 

may cite or refer to the Court’s approval of the Settlement Classes as persuasive or binding 

authority with respect to any motion to certify any such class or any Defendant’s motion.

15. The Court approves the establishment of the Settlement Funds, consisting of 21

Escrow Accounts—one for each of the Settlement Classes—under the Settlement Agreement as 

qualified settlement funds (“QSF”) pursuant to Internal Revenue Code Section 468B and the 

Treasury Regulations promulgated thereunder, and retains continuing jurisdiction as to any issue 

that may arise in connection with the formation and/or administration of the QSF. Settlement 

Class Counsel are, in accordance with the Settlement Agreement, authorized to expend funds 

from the QSF for the payment of the costs of notice, payment of taxes, and settlement 

administration costs.

16. The litigation against Releasees (as defined in the Settlement Agreement with the 

DENSO Defendants) is stayed except to the extent necessary to effectuate the Settlement 

Agreement.

Date: September 29, 2016 s/Marianne O. Battani 

MARIANNE O. BATTANI

United States District Judge

CERTIFICATE OF SERVICE

The undersigned certifies that the foregoing Order was served upon counsel of record via the Court's 

ECF System to their respective email addresses or First Class U.S. mail to the non-ECF participants on 

September 29, 2016.

s/ Kay Doaks 

Case Manager

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