[Federal Register Volume 83, Number 227 (Monday, November 26, 2018)]
[Notices]
[Pages 60446-60499]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2018-25593]


=======================================================================
-----------------------------------------------------------------------

DEPARTMENT OF JUSTICE

Antitrust Division


United States v. CRH plc, et al.; Response to Public Comment

    Notice is hereby given pursuant to the Antitrust Procedures and 
Penalties Act, 15 U.S.C. Sec.  16(b)-(h), that one comment was received 
concerning the proposed Final Judgment in this case, and that comment 
together with the Response of the United States to Public Comment have 
been filed with the United States District Court for the District of 
Columbia in United States of America v. CRH plc, et al., Civil Action 
No. 1:18-cv-1473. Copies of the comment and the United States' Response 
are available for inspection on the Antitrust Division's website at 
http://www.justice.gov/atr and at the Office of the Clerk of the United 
States District Court for the District of Columbia. Copies of these 
materials may be obtained from the Antitrust Division upon request and 
payment of the copying fee set by Department of Justice regulations.

Patricia A. Brink,
Director of Civil Enforcement.

United States District Court for the District of Columbia

    United States of America, Plaintiff, v. CRH PLC, CRH Americas 
Materials, Inc., and Pounding Mill Quarry Corporation, Defendants.

Case No. 18-cv-1473-DLF
Judge: Dabney L. Friedrich

RESPONSE OF PLAINTIFF UNITED STATES TO PUBLIC COMMENT ON THE PROPOSED 
FINAL JUDGMENT

    Pursuant to the requirements of the Antitrust Procedures and 
Penalties Act (the ``APPA'' or ``Tunney Act''), 15 U.S.C. Sec. Sec.  
16(b)-(h), the United States hereby responds to the public comment 
received regarding the proposed Final Judgment in this case. After 
careful consideration of the submitted comment, the United States 
continues to believe that the divestiture required by the proposed 
Final Judgment provides an effective and appropriate remedy for the 
antitrust violation alleged in the Complaint. In addition, the 
divestiture has the effect of increasing competitive choices for some 
customers. As a result of the divestiture, two quarries that previously 
did not compete--because they were under common ownership--now do. The 
United States will move the Court for entry of the proposed Final 
Judgment after the public comment and this response have been published 
pursuant to 15 U.S.C. Sec.  16(d).

I. PROCEDURAL HISTORY

    Defendants CRH plc and CRH Americas Materials, Inc. (collectively, 
``CRH'') agreed to acquire the assets of Defendant Pounding Mill Quarry 
Corporation (``Pounding Mill''), which primarily consisted of four 
aggregate quarries located in West Virginia and Virginia. The United 
States filed a civil antitrust Complaint on June 22, 2018, seeking to 
enjoin the proposed acquisition. The Complaint alleged that the likely 
effect of this acquisition would be to lessen competition substantially 
in the markets for aggregate and asphalt concrete that are used in West 
Virginia Department of Transportation (``WVDOT'') road projects in 
southern West Virginia. This loss of competition likely would result in 
increased prices and decreased service in these markets. Therefore, the 
Complaint alleged that the proposed acquisition violates Section 7 of 
the Clayton Act, 15 U.S.C. Sec.  18, and should be enjoined.
    Simultaneously with the filing of the Complaint, the United States 
filed a proposed Final Judgment, a Stipulation signed by Plaintiff and 
Defendants consenting to entry of the proposed Final Judgment after 
compliance with the requirements of the Tunney Act, 16 U.S.C. Sec.  16, 
and a Competitive Impact Statement (``CIS'') describing the transaction 
and the proposed Final Judgment. The United States published the 
proposed Final Judgment and the CIS in the Federal Register on July 2, 
2018, see 83 Fed. Reg. 30956 (July 2, 2018), and caused summaries of 
the proposed Final Judgment and CIS, together with directions for the 
submission of written comments relating to the proposed Final Judgment, 
to be published in the Washington Post and Bluefield Daily Telegraph 
from July 2, 2018, through July 10, 2018. The 60-day public comment 
period ended on September 10, 2018. The United States received one 
public comment. See Tunney Act Comments of the State of West Virginia 
on the Proposed Final Judgment (``WV Comment''), attached hereto as 
Exhibit A.

II. STANDARD OF REVIEW UNDER THE APPA FOR THE PROPOSED FINAL JUDGMENT

    The Clayton Act, as amended by the APPA, requires that proposed 
consent judgments in antitrust cases brought by the United States be 
subject to a 60-day comment period, after which the court shall 
determine whether entry of the proposed Final Judgment ``is in the 
public interest.'' 15 U.S.C. Sec.  16(e)(1). In making that 
determination, the court, in accordance with the statute as amended in 
2004, is required to consider:
    (A) the competitive impact of such judgment, including termination 
of alleged violations, provisions for enforcement and modification, 
duration of relief sought, anticipated effects of alternative remedies 
actually considered, whether its terms are

[[Page 60447]]

ambiguous, and any other competitive considerations bearing upon the 
adequacy of such judgment that the court deems necessary to a 
determination of whether the consent judgment is in the public 
interest; and
    (B) the impact of entry of such judgment upon competition in the 
relevant market or markets, upon the public generally and individuals 
alleging specific injury from the violations set forth in the complaint 
including consideration of the public benefit, if any, to be derived 
from a determination of the issues at trial.

15 U.S.C. Sec.  16(e)(1)(A) & (B). In considering these statutory 
factors, the court's inquiry is necessarily a limited one as the 
government is entitled to ``broad discretion to settle with the 
defendant within the reaches of the public interest.'' United States v. 
Microsoft Corp., 56 F.3d 1448, 1461 (D.C. Cir. 1995); see generally 
United States v. SBC Commc'ns, Inc., 489 F. Supp. 2d 1 (D.D.C. 2007) 
(assessing public interest standard under the Tunney Act); United 
States v. U.S. Airways Group, Inc., 38 F. Supp. 3d 69, 75 (D.D.C. 2014) 
(explaining that the ``court's inquiry is limited'' in Tunney Act 
settlements); United States v. InBev N.V./S.A., No. 08-1965 (JR), 2009 
U.S. Dist. LEXIS 84787, at *3 (D.D.C. Aug. 11, 2009) (noting that the 
court's review of a consent judgment is limited and only inquires 
``into whether the government's determination that the proposed 
remedies will cure the antitrust violations alleged in the complaint 
was reasonable, and whether the mechanisms to enforce the final 
judgment are clear and manageable'').
    As the United States Court of Appeals for the District of Columbia 
Circuit has held, under the APPA a court considers, among other things, 
the relationship between the remedy secured and the specific 
allegations in the government's complaint, whether the decree is 
sufficiently clear, whether its enforcement mechanisms are sufficient, 
and whether the decree may positively harm third parties. See 
Microsoft, 56 F.3d at 1458-62. With respect to the adequacy of the 
relief secured by the decree, a court may not ``engage in an 
unrestricted evaluation of what relief would best serve the public.'' 
United States v. BNS, Inc., 858 F.2d 456, 462 (9th Cir. 1988) (quoting 
United States v. Bechtel Corp., 648 F.2d 660, 666 (9th Cir. 1981)); see 
also Microsoft, 56 F.3d at 1460-62; United States v. Alcoa, Inc., 152 
F. Supp. 2d 37, 40 (D.D.C. 2001); InBev, 2009 U.S. Dist. LEXIS 84787, 
at *3. Instead:

[t]he balancing of competing social and political interests affected by 
a proposed antitrust consent decree must be left, in the first 
instance, to the discretion of the Attorney General. The court's role 
in protecting the public interest is one of insuring that the 
government has not breached its duty to the public in consenting to the 
decree. The court is required to determine not whether a particular 
decree is the one that will best serve society, but whether the 
settlement is ``within the reaches of the public interest.'' More 
elaborate requirements might undermine the effectiveness of antitrust 
enforcement by consent decree.
    Bechtel, 648 F.2d at 666 (emphasis added) (citations omitted).\1\
---------------------------------------------------------------------------

    \1\ See also BNS, 858 F.2d at 464 (holding that the court's 
``ultimate authority under the [APPA] is limited to approving or 
disapproving the consent decree''); United States v. Gillette Co., 
406 F. Supp. 713, 716 (D. Mass. 1975) (noting that, in this way, the 
court is constrained to ``look at the overall picture not 
hypercritically, nor with a microscope, but with an artist's 
reducing glass'').
---------------------------------------------------------------------------

    In determining whether a proposed settlement is in the public 
interest, a district court ``must accord deference to the government's 
predictions about the efficacy of its remedies, and may not require 
that the remedies perfectly match the alleged violations.'' SBC 
Commc'ns, 489 F. Supp. 2d at 17; see also U.S. Airways, 38 F. Supp. 3d 
at 74-75 (noting that a court should not reject the proposed remedies 
because it believes others are preferable and that room must be made 
for the government to grant concessions in the negotiation process for 
settlements); Microsoft, 56 F.3d at 1461 (noting the need for courts to 
be ``deferential to the government's predictions as to the effect of 
the proposed remedies''); United States v. Archer-Daniels-Midland Co., 
272 F. Supp. 2d 1, 6 (D.D.C. 2003) (noting that the court should grant 
``due respect to the government's prediction as to the effect of 
proposed remedies, its perception of the market structure, and its 
views of the nature of the case''). The ultimate question is whether 
``the remedies [obtained in the decree are] so inconsonant with the 
allegations charged as to fall outside of the `reaches of the public 
interest.' '' Microsoft, 56 F.3d at 1461 (quoting United States v. 
Western Elec. Co., 900 F.2d 283, 309 (D.C. Cir. 1990)). To meet this 
standard, the United States ``need only provide a factual basis for 
concluding that the settlements are reasonably adequate remedies for 
the alleged harms.'' SBC Commc'ns, 489 F. Supp. 2d at 17.
    Moreover, the court's role under the APPA is limited to reviewing 
the remedy in relationship to the violations that the United States has 
alleged in its complaint, and does not authorize the court to 
``construct [its] own hypothetical case and then evaluate the decree 
against that case.'' Microsoft, 56 F.3d at 1459; see also U.S. Airways, 
38 F. Supp. 3d at 75 (noting that the court must simply determine 
whether there is a factual foundation for the government's decisions 
such that its conclusions regarding the proposed settlements are 
reasonable); InBev, 2009 U.S. Dist. LEXIS 84787, at *20 (``the `public 
interest' is not to be measured by comparing the violations alleged in 
the complaint against those the court believes could have, or even 
should have, been alleged''). Because the ``court's authority to review 
the decree depends entirely on the government's exercising its 
prosecutorial discretion by bringing a case in the first place,'' it 
follows that ``the court is only authorized to review the decree 
itself,'' and not to ``effectively redraft the complaint'' to inquire 
into other matters that the United States did not pursue. Microsoft, 56 
F.3d at 1459-60. As a court in this district confirmed in SBC 
Communications, courts ``cannot look beyond the complaint in making the 
public interest determination unless the complaint is drafted so 
narrowly as to make a mockery of judicial power.'' SBC Commc'ns, 489 F. 
Supp. 2d at 15.
    In its 2004 amendments,\2\ Congress made clear its intent to 
preserve the practical benefits of utilizing consent decrees in 
antitrust enforcement, adding the unambiguous instruction that 
``[n]othing in this section shall be construed to require the court to 
conduct an evidentiary hearing or to require the court to permit anyone 
to intervene.'' 15 U.S.C. Sec.  16(e)(2); see also U.S. Airways, 38 F. 
Supp. 3d at 76 (indicating that a court is not required to hold an 
evidentiary hearing or to permit intervenors as part of its review 
under the Tunney Act). This language explicitly wrote into the statute 
what Congress intended when it first enacted the Tunney Act in 1974. As 
Senator Tunney explained: ``[t]he court is nowhere compelled to go to 
trial or to engage in extended proceedings which might have the effect 
of vitiating the benefits of prompt and less costly settlement through 
the consent decree process.'' 119 Cong. Rec. 24,598 (1973)

[[Page 60448]]

(statement of Sen. Tunney). Rather, the procedure for the public 
interest determination is left to the discretion of the court, with the 
recognition that the court's ``scope of review remains sharply 
proscribed by precedent and the nature of Tunney Act proceedings.'' SBC 
Commc'ns, 489 F. Supp. 2d at 11. A court can make its public interest 
determination based on the competitive impact statement and response to 
public comments alone. U.S. Airways, 38 F. Supp. 3d at 76. See also 
United States v. Enova Corp., 107 F. Supp. 2d 10, 17 (D.D.C. 2000) 
(noting that the ``Tunney Act expressly allows the court to make its 
public interest determination on the basis of the competitive impact 
statement and response to comments alone''); S. Rep. No. 93-298 93d 
Cong., 1st Sess., at 6 (1973) (``Where the public interest can be 
meaningfully evaluated simply on the basis of briefs and oral 
arguments, that is the approach that should be utilized.'').
---------------------------------------------------------------------------

    \2\ The 2004 amendments substituted ``shall'' for ``may'' in 
directing relevant factors for a court to consider and amended the 
list of factors to focus on competitive considerations and to 
address potentially ambiguous judgment terms. Compare 15 U.S.C. 
Sec.  16(e) (2004), with 15 U.S.C. Sec.  16(e)(1) (2006); see also 
SBC Commc'ns, 489 F. Supp. 2d at 11 (concluding that the 2004 
amendments ``effected minimal changes'' to Tunney Act review).
---------------------------------------------------------------------------

III. THE INVESTIGATION AND PROPOSED FINAL JUDGMENT

    The Department of Justice conducted an extensive investigation into 
the proposed acquisition and the proposed divestiture. The Department 
reviewed business documents, conducted economic analysis, and 
interviewed a substantial number of customers and actual and potential 
competitors in the aggregate and asphalt-concrete markets to ascertain 
whether the acquisition would be anticompetitive. The Department also 
worked extensively with the State of West Virginia and, in particular, 
the agency most familiar with the markets at issue, WVDOT, which sets 
quality standards for aggregate used in road construction and repair 
and qualifies suppliers of aggregate to bid on WVDOT road projects. 
Later, the Department thoroughly vetted the potential divestiture over 
the course of several months, a process that included re-interviewing 
customers, competitors, and the proposed divestiture buyer, document 
and data requests, and the retention of an expert geologist. Throughout 
this process, the Department worked in cooperation with the WVDOT to 
ensure it was satisfied that the divestiture would eliminate any 
concerns about the acquisition.\3\
---------------------------------------------------------------------------

    \3\ The Department's cooperation with WVDOT included seeking and 
obtaining comments and revisions to the proposed Final Judgment.
---------------------------------------------------------------------------

    In the Complaint, the United States alleged that CRH supplies 
aggregate in Wyoming, Raleigh, Mercer, and Summers Counties in West 
Virginia (these counties are referred to in the Complaint as ``Southern 
West Virginia''). Before being acquired by CRH, Pounding Mill owned two 
quarries that also supplied aggregate in Southern West Virginia. 
Without the divestiture, the proposed acquisition would have resulted 
in CRH owning nearly all of the aggregate quarries that supply Southern 
West Virginia and would have eliminated the horizontal, head-to-head 
competition between CRH and Pounding Mill in the supply of aggregate.
    The Complaint also alleged that the acquisition would raise 
vertical competition concerns. In addition to aggregate, CRH produces 
and sells asphalt concrete. Aggregate is an essential input in asphalt 
concrete. AAA Paving and Sealing, Inc. (``AAA Paving''), a recent 
entrant, is the only company that competes with CRH to supply asphalt 
concrete in Southern West Virginia. Before the acquisition, AAA Paving 
relied on Pounding Mill to supply the aggregate it needs to manufacture 
asphalt concrete. The acquisition therefore would have put the quarries 
that are AAA Paving's only economically viable sources of aggregate 
under the ownership of CRH, its competitor in the sale of asphalt 
concrete. According to the Complaint, if CRH were to acquire its 
rival's only economically viable source of aggregate, it would have the 
incentive and ability to disadvantage AAA Paving by withholding this 
essential input or supplying it on less favorable terms, resulting in 
higher prices for the sale of asphalt concrete in Southern West 
Virginia.
    Under the proposed Final Judgment, CRH is required to divest 
Pounding Mill's Rocky Gap quarry located in Rocky Gap, Virginia 
(hereinafter, the ``Rocky Gap Quarry'') and related assets to Salem 
Stone Corporation (``Salem Stone''). See Figure 1, below. After a 
thorough evaluation of Salem Stone, the United States approved Salem 
Stone as the buyer. Salem Stone is a strong aggregate competitor in 
markets near Southern West Virginia. Salem Stone has extensive 
experience producing and selling aggregate, and is familiar with both 
WVDOT's approval process and with the surrounding area. As a result, 
Salem Stone is well-positioned to operate the divestiture assets and 
provide meaningful competition.
    The divestiture required by the proposed Final Judgment therefore 
will preserve, and indeed in some respects increase, competition in the 
markets for WVDOT aggregate and WVDOT asphalt concrete by establishing 
a new, independent, and economically viable WVDOT aggregate supplier in 
Southern West Virginia. The divestiture also will ensure that AAA 
Paving, CRH's sole competitor in the supply of asphalt concrete, has an 
independent aggregate supplier to which it could economically turn.
BILLING CODE 4410-11-P

[[Page 60449]]

[GRAPHIC] [TIFF OMITTED] TN26NO18.001

BILLING CODE 4410-11-P

IV. SUMMARY OF COMMENT AND THE UNITED STATES' RESPONSE

A. Summary of WVAGO Comment

    The State of West Virginia through its Office of the Attorney 
General (``WVAGO'') submitted the only comment received in this matter. 
The comment contends that the proposed settlement will not resolve the 
competitive concerns the United States alleged in its Complaint because 
the settlement will not preserve AAA Paving's ability to compete in the 
sale of asphalt concrete.\4\ The comment contends that two companies--
CRH and AAA Paving--supply asphalt concrete in the southern part of 
West Virginia and that if CRH were to acquire Pounding Mill's quarries, 
AAA Paving would not have an independent source of supply for the 
aggregate it needs to manufacture asphalt concrete. (WV Comment, ] 1.) 
The comment also contends that the Mercer Quarry, which CRH acquired 
from Pounding Mill, is the closest source of aggregate to the southern 
part of West Virginia.\5\ (Id. at ] 2.) The comment claims that AAA 
Paving's next-closest alternative, the Rocky Gap Quarry, is not a 
viable option for AAA Paving because that quarry is 17 miles away from 
AAA Paving. (Id. at ]] 5, 10.) The comment further claims that 
purchasing from the Rocky Gap Quarry would require AAA Paving to incur 
higher costs for its aggregate, which would make AAA Paving's asphalt 
concrete less competitive. (Id. at ] 7.)
---------------------------------------------------------------------------

    \4\ The State of West Virginia currently is litigating an 
antitrust action against CRH and others in the Circuit Court of 
Kanawha County, West Virginia. That lawsuit alleged, across the 
entire state of West Virginia, ``monopolization of the markets for 
aggregates, asphalt, and asphalt paving as well as unreasonable 
restraints of trade in those markets.'' (WV Comment, p. 1.) The 
United States' proposed Final Judgment is not intended to resolve 
these much broader claims, but instead is designed to remedy the 
anticompetitive effects in a four-county area that would otherwise 
result from the combination of CRH and Pounding Mill.
    \5\ The comment does not define the geographic area it refers to 
as the ``southern part of the State of West Virginia.'' The 
geographic area described in the comment may differ from the four-
county area defined in the United States' Complaint as ``Southern 
West Virginia.''
---------------------------------------------------------------------------

    WVAGO's comment also expresses the following concerns. First, the 
comment contends that CRH has refused to supply AAA Paving with 
aggregate on several occasions since it acquired the Mercer Quarry. 
(Id. at ] 4.) Second, the comment claims that when CRH refused to 
supply AAA Paving with aggregate from the Mercer Quarry, CRH provided 
AAA Paving with monetary credits to account for the additional trucking 
costs AAA Paving would incur by having to purchase aggregate from the 
Rocky Gap Quarry, but that ``CRH will not provide those trucking 
credits forever.'' (Id. at ] 6.) Finally, the comment contends that AAA 
Paving's costs for aggregate have already increased since CRH acquired 
Pounding Mill. (Id. at ] 10.)

B. The United States' Response

    The United States evaluated WVAGO's comment, investigated the basis 
for the claims in the comment, and continues to believe that the 
divestiture of the Rocky Gap Quarry completely remedies the 
anticompetitive harm alleged in the Complaint. The proposed Final 
Judgment secures a structural remedy that fully addresses both the 
horizontal harm alleged in the aggregate market and the vertical harm 
alleged in the asphalt-concrete market. The divestiture of Pounding 
Mill's Rocky Gap Quarry to Salem Stone creates a new competitor in 
Southern West Virginia and therefore preserves the competition that 
would have been lost

[[Page 60450]]

absent the divestiture. Indeed, as discussed in more detail below, AAA 
Paving views the divestiture as leaving it with more alternative 
sources of aggregate than it had before the acquisition, because the 
Rocky Gap Quarry now is a nearby alternative to CRH's Mercer Quarry.
    Terry Parks, Vice President of AAA Paving, believes that the Rocky 
Gap Quarry is a viable alternative to the Mercer Quarry for AAA 
Paving's aggregate needs. See Declaration of Terry Parks (``Parks 
Decl.''), attached hereto as Exhibit B, at ] 6. The comment incorrectly 
claims that AAA Paving would need to truck aggregate 17 miles from the 
Rocky Gap Quarry. The Rocky Gap Quarry is 14 miles away from AAA 
Paving, and only 7.5 miles further away from AAA Paving than the Mercer 
Quarry. (Id.) Mr. Parks' declaration directly refutes WVAGO's claim 
that AAA Paving would not be competitive in the asphalt-concrete market 
if it had to purchase aggregate from the Rocky Gap Quarry. (Id. at ] 8 
(``The Rocky Gap Quarry is a viable alternative to the Mercer Quarry 
for AAA Paving's aggregate requirements. To obtain aggregate from the 
Rocky Gap Quarry, AAA Paving would need to truck aggregate an 
additional 7.5 miles beyond the distance from AAA Paving's plant to the 
Mercer Quarry. I do not anticipate that that additional distance would 
significantly raise my costs.'').)
    Moreover, the allegations upon which WVAGO bases its comment are 
unsupported and factually incorrect. For example, the comment states 
that CRH refused to supply AAA Paving with aggregate on several 
occasions since CRH acquired the Mercer Quarry. (WV Comment, ] 4). Mr. 
Parks, however, confirmed that CRH has never refused to provide AAA 
Paving with aggregate. (Parks Decl., ] 7.) Indeed, according to Mr. 
Parks, AAA Paving continues to purchase aggregate from the Mercer 
Quarry and the prices CRH charges AAA Paving have not increased since 
CRH acquired the quarry. (Id.) Further, while WVAGO alleged that AAA 
Paving's costs for aggregate have increased since CRH acquired Pounding 
Mill, Mr. Parks states that AAA Paving's costs for aggregate have not 
in fact increased. (Id.)
    In addition, the comment states that CRH provided AAA Paving with 
credits when it refused to supply AAA Paving with aggregate from the 
Mercer Quarry to account for the additional trucking costs that AAA 
Paving would incur by having to purchase from the Rocky Gap Quarry, but 
``CRH will not provide those trucking credits forever.'' (WV Comment, ] 
6.) Mr. Parks, however, explained that while CRH has supplied AAA 
Paving with discounts (or credits), it was not because CRH refused to 
supply AAA Paving with aggregate. (Parks Decl., ] 10.) Rather, the 
discounts were a goodwill gesture by CRH, because a major road 
construction project near the Mercer Quarry was causing significant 
traffic delays. (Id.) CRH offered to supply AAA Paving from a CRH 
quarry that is further away and provide AAA Paving with discounts to 
make up for the additional trucking costs. (Id.) At this point, AAA 
Paving has not purchased any aggregate from the Rocky Gap Quarry. (Id. 
at ] 9.)
    Further, AAA Paving and other aggregate customers stand to benefit 
from the divestiture of the Rocky Gap Quarry to Salem Stone. The 
divestiture creates competition between the Rocky Gap Quarry and the 
Mercer Quarry, which previously did not compete because both were owned 
by Pounding Mill. Prior to the acquisition, the closest competing 
aggregate suppliers for customers near the Mercer Quarry were located 
in Lewisburg, West Virginia--over 60 miles to the northeast. Due to the 
high cost of trucking aggregate, prices for aggregate are often 
disciplined by the total cost to the purchaser of obtaining aggregate 
from the next closest quarry, which includes the additional trucking 
costs of transporting aggregate from a farther quarry. The closer 
quarry can price aggregate just below the amount the customer would pay 
to obtain aggregate from the next closest quarry. So, prior to the 
acquisition, the Mercer Quarry should have set its prices to AAA Paving 
just below what the Lewisburg, West Virginia quarries would charge, 
based on their likely transportation costs. After the divestiture, the 
next closest competitor to the Mercer Quarry is now the Rocky Gap 
Quarry, which is over 50 miles closer; AAA Paving will need to travel 
only about 7.5 additional miles to obtain aggregate from the Rocky Gap 
Quarry. (Id. at ] 6). Consequently, the price of aggregate quoted to 
AAA Paving and other customers from the Rocky Gap Quarry is likely to 
be lower following the divestiture than it would have been prior to the 
acquisition. In sum, the divestiture ensures that CRH's acquisition of 
Pounding Mill will not result in less competition or fewer alternatives 
for AAA Paving or other nearby customers.

V. CONCLUSION

    After careful consideration of the public comment, the Department 
continues to believe that the proposed Final Judgment, as drafted, 
provides an effective and appropriate remedy for the antitrust 
violations alleged in the Complaint, and is therefore in the public 
interest. The Department will move this Court to enter the proposed 
Final Judgment after the comment and this response are published 
pursuant to 15 U.S.C. Sec.  16(d).

Dated: November 16, 2018
Respectfully submitted,

FOR PLAINTIFF
UNITED STATES OF AMERICA

-----------------------------------------------------------------------
Christine A. Hill
Attorney, United States Department of Justice, Antitrust Division, 
Defense, Industrials, and Aerospace Section, 450 Fifth Street, N.W., 
Suite 8700, Washington, D.C. 20530, (202) 305-2738, 
[email protected]
BILLING CODE 4410-11-P

[[Page 60451]]

[GRAPHIC] [TIFF OMITTED] TN26NO18.002


[[Page 60452]]


[GRAPHIC] [TIFF OMITTED] TN26NO18.003


[[Page 60453]]


[GRAPHIC] [TIFF OMITTED] TN26NO18.004


[[Page 60454]]


[GRAPHIC] [TIFF OMITTED] TN26NO18.005


[[Page 60455]]


[GRAPHIC] [TIFF OMITTED] TN26NO18.006


[[Page 60456]]


[GRAPHIC] [TIFF OMITTED] TN26NO18.007


[[Page 60457]]


[GRAPHIC] [TIFF OMITTED] TN26NO18.008


[[Page 60458]]


[GRAPHIC] [TIFF OMITTED] TN26NO18.009


[[Page 60459]]


[GRAPHIC] [TIFF OMITTED] TN26NO18.010


[[Page 60460]]


[GRAPHIC] [TIFF OMITTED] TN26NO18.011


[[Page 60461]]


[GRAPHIC] [TIFF OMITTED] TN26NO18.012


[[Page 60462]]


[GRAPHIC] [TIFF OMITTED] TN26NO18.013


[[Page 60463]]


[GRAPHIC] [TIFF OMITTED] TN26NO18.014


[[Page 60464]]


[GRAPHIC] [TIFF OMITTED] TN26NO18.015


[[Page 60465]]


[GRAPHIC] [TIFF OMITTED] TN26NO18.016


[[Page 60466]]


[GRAPHIC] [TIFF OMITTED] TN26NO18.017


[[Page 60467]]


[GRAPHIC] [TIFF OMITTED] TN26NO18.018


[[Page 60468]]


[GRAPHIC] [TIFF OMITTED] TN26NO18.019


[[Page 60469]]


[GRAPHIC] [TIFF OMITTED] TN26NO18.020


[[Page 60470]]


[GRAPHIC] [TIFF OMITTED] TN26NO18.021


[[Page 60471]]


[GRAPHIC] [TIFF OMITTED] TN26NO18.022


[[Page 60472]]


[GRAPHIC] [TIFF OMITTED] TN26NO18.023


[[Page 60473]]


[GRAPHIC] [TIFF OMITTED] TN26NO18.024


[[Page 60474]]


[GRAPHIC] [TIFF OMITTED] TN26NO18.025


[[Page 60475]]


[GRAPHIC] [TIFF OMITTED] TN26NO18.026


[[Page 60476]]


[GRAPHIC] [TIFF OMITTED] TN26NO18.027


[[Page 60477]]


[GRAPHIC] [TIFF OMITTED] TN26NO18.028


[[Page 60478]]


[GRAPHIC] [TIFF OMITTED] TN26NO18.029


[[Page 60479]]


[GRAPHIC] [TIFF OMITTED] TN26NO18.030


[[Page 60480]]


[GRAPHIC] [TIFF OMITTED] TN26NO18.031


[[Page 60481]]


[GRAPHIC] [TIFF OMITTED] TN26NO18.032


[[Page 60482]]


[GRAPHIC] [TIFF OMITTED] TN26NO18.033


[[Page 60483]]


[GRAPHIC] [TIFF OMITTED] TN26NO18.034


[[Page 60484]]


[GRAPHIC] [TIFF OMITTED] TN26NO18.035


[[Page 60485]]


[GRAPHIC] [TIFF OMITTED] TN26NO18.036


[[Page 60486]]


[GRAPHIC] [TIFF OMITTED] TN26NO18.037


[[Page 60487]]


[GRAPHIC] [TIFF OMITTED] TN26NO18.038


[[Page 60488]]


[GRAPHIC] [TIFF OMITTED] TN26NO18.039


[[Page 60489]]


[GRAPHIC] [TIFF OMITTED] TN26NO18.040


[[Page 60490]]


[GRAPHIC] [TIFF OMITTED] TN26NO18.041


[[Page 60491]]


[GRAPHIC] [TIFF OMITTED] TN26NO18.042


[[Page 60492]]


[GRAPHIC] [TIFF OMITTED] TN26NO18.043


[[Page 60493]]


[GRAPHIC] [TIFF OMITTED] TN26NO18.044


[[Page 60494]]


[GRAPHIC] [TIFF OMITTED] TN26NO18.045


[[Page 60495]]


[GRAPHIC] [TIFF OMITTED] TN26NO18.046


[[Page 60496]]


[GRAPHIC] [TIFF OMITTED] TN26NO18.047


[[Page 60497]]


[GRAPHIC] [TIFF OMITTED] TN26NO18.048


[[Page 60498]]


[GRAPHIC] [TIFF OMITTED] TN26NO18.049


[[Page 60499]]


[GRAPHIC] [TIFF OMITTED] TN26NO18.050

[FR Doc. 2018-25593 Filed 11-23-18; 8:45 am]
BILLING CODE 4410-11-C