[Federal Register Volume 85, Number 213 (Tuesday, November 3, 2020)]
[Notices]
[Pages 70004-70026]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2020-24221]



[[Page 70003]]

Vol. 85

Tuesday,

No. 213

November 3, 2020

Part VI





 Department of Justice





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Antitrust Division





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United States, et al. v. Waste Management, Inc., et al. Proposed Final 
Judgment and Competitive Impact Statement; Notice

  Federal Register / Vol. 85, No. 213 / Tuesday, November 3, 2020 / 
Notices  

[[Page 70004]]


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DEPARTMENT OF JUSTICE

Antitrust Division


United States, et al. v. Waste Management, Inc., et al. Proposed 
Final Judgment and Competitive Impact Statement

    Notice is hereby given pursuant to the Antitrust Procedures and 
Penalties Act, 15 U.S.C. 16(b)-(h), that a proposed Final Judgment, 
Stipulation, and Competitive Impact Statement have been filed with the 
United States District Court for the District of Columbia in United 
States of America, et al. v. Waste Management, Inc., et al., Civil 
Action No. 1:20-cv-3063. On October 23, 2020, the United States filed a 
Complaint alleging that Waste Management, Inc.'s proposed acquisition 
of Advanced Disposal Services, Inc. would violate Section 7 of the 
Clayton Act, 15 U.S.C. 18. The proposed Final Judgment, filed at the 
same time as the Complaint, requires Waste Management and Advanced 
Disposal Services to divest certain tangible and intangible assets in 
57 local markets located in 10 states.
    Copies of the Complaint, proposed Final Judgment, and Competitive 
Impact Statement 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.
    Public comment is invited within 60 days of the date of this 
notice. Such comments, including the name of the submitter, and 
responses thereto will be posted on the Antitrust Division's website, 
filed with the Court, and, under certain circumstances, published in 
the Federal Register. Comments should be directed to Katrina Rouse, 
Chief, Defense, Industrials, and Aerospace Section, Antitrust Division, 
Department of Justice, 450 Fifth Street NW, Suite 8700, Washington, DC 
20530 (telephone: 202-598-2459).

Suzanne Morris,
Chief, Premerger and Division Statistics, Antitrust Division.

United States District Court for the District of Columbia

    United States of America, U.S. Department of Justice, Antitrust 
Division, 450 Fifth Street NW, Suite 8700, Washington, DC 20530, 
State of Florida, Office of Attorney General, PL-01, The Capitol, 
Tallahassee, FL 32399, State of Illinois, Illinois Attorney General, 
100 West Randolph Street, Chicago, IL 60601, State of Minnesota, 
Minnesota Attorney General, 445 Minnesota Street, Suite 1400, St. 
Paul, MN 55101, Commonwealth of Pennsylvania, Office of Attorney 
General, 14th Floor, Strawberry Square, Harrisburg, PA 17120, and 
State of Wisconsin, Wisconsin Department of Justice, P.O. Box 7857, 
Madison, WI 53707, Plaintiffs, v. Waste Management, Inc., 1001 
Fannin Street, Houston, TX 77002, and Advanced Disposal Services, 
Inc., 90 Fort Wade Road, Ponte Vedra, FL 32081, Defendants.

Civil Action No.: 1:20-cv-3063
Judge: Hon. John D. Bates

Complaint

    The United States of America (``United States''), acting under the 
direction of the Attorney General of the United States, and the States 
of Florida, Illinois, Wisconsin, and Minnesota as well as the 
Commonwealth of Pennsylvania (``Plaintiff States''), bring this civil 
antitrust action against Defendants Waste Management, Inc. (``WMI'') 
and Advanced Disposal Services, Inc. (``ADS'') to enjoin WMI's proposed 
acquisition of ADS. The United States and Plaintiff States complain and 
allege as follows:

I. Nature of the Action

    1. WMI's proposed $4.6 billion acquisition of its competitor, ADS, 
would combine the largest and fourth-largest solid waste management 
companies in the United States. The proposed transaction presents the 
most significant consolidation in the waste industry in over a decade 
and would eliminate critical competition in over 50 local markets in 
ten states in the eastern half of the United States.
    2. WMI and ADS compete aggressively against each other to provide 
waste collection and waste disposal services in these local markets. In 
each of these local markets, WMI and ADS are either the only two or two 
of only a few significant providers of small container commercial waste 
(``SCCW'') collection and municipal solid waste (``MSW'') disposal, 
which are essential for businesses, municipalities, and towns 
throughout the country.
    3. If the transaction proceeds to close in its current form, 
consumers would likely pay higher prices and receive lower quality 
service. Competition between WMI and ADS has resulted in lower prices 
and improved service to numerous customers, including towns and cities, 
restaurants, offices, apartment buildings, and other businesses. 
Collection customers rely on WMI and ADS to collect their waste 
reliably and on a regular basis. In the absence of competition between 
WMI and ADS, these customers would likely pay more for waste collection 
and receive lower quality service. Disposal customers, such as 
independent and municipally-owned waste haulers, rely on WMI and ADS 
for affordable and accessible waste disposal options, including 
landfills and transfer stations, to dispose of the waste they collect 
from towns, cities, and other municipalities. If the transaction is 
consummated as proposed by Defendants, these disposal customers would 
likely face higher fees and less favorable access to WMI's and ADS's 
disposal facilities.
    4. The proposed transaction will likely substantially lessen 
competition for SCCW collection and MSW disposal in over 50 local 
markets in the United States in violation of Section 7 of the Clayton 
Act, 15 U.S.C. 18, and therefore should be enjoined.

II. The Parties and the Transaction

    5. WMI is a Delaware corporation headquartered in Houston, Texas. 
WMI is the largest solid waste hauling and disposal company in the 
United States and provides waste collection, recycling, and disposal 
(including transfer) services. WMI operates in 49 states and the 
District of Columbia. For 2019, WMI reported revenues of approximately 
$15.5 billion.
    6. ADS is a Delaware corporation headquartered in Ponte Vedra, 
Florida. It is the fourth-largest solid waste hauling and disposal 
company in the United States and provides waste collection, recycling, 
and disposal (including transfer) services. ADS operates in 16 states, 
primarily in the Midwest, Mid-Atlantic, and Southeast regions of the 
United States. For 2019, ADS reported revenues of approximately $1.6 
billion.
    7. On April 14, 2019, WMI agreed to acquire all of the outstanding 
common stock of ADS for approximately $4.9 billion. On June 24, 2020, 
WMI and ADS agreed to a revised purchase price of approximately $4.6 
billion.

III. Jurisdiction and Venue

    8. The United States brings this action under Section 15 of the 
Clayton Act, 15 U.S.C. 25, as amended, to prevent and restrain 
Defendants from violating Section 7 of the Clayton Act, 15 U.S.C. 18.
    9. The Plaintiff States bring this action under Section 16 of the 
Clayton Act, 15 U.S.C. 26, to prevent and restrain Defendants from 
violating Section 7 of the Clayton Act, 15 U.S.C. 18. The Plaintiff 
States, by and through their respective Attorneys General, bring this 
action as parens patriae on behalf of and to protect the health and 
welfare of their

[[Page 70005]]

citizens and the general economy in each of their states.
    10. Defendants' activities substantially affect interstate 
commerce. They provide SCCW collection and MSW disposal throughout the 
eastern half of the United States. This Court has subject matter 
jurisdiction over this action pursuant to Section 15 of the Clayton 
Act, 15 U.S.C. 25, and 28 U.S.C. 1331, 1337(a), and 1345.
    11. Defendants have consented to venue and personal jurisdiction in 
this judicial district. Venue is proper in this district under Section 
12 of the Clayton Act, 15 U.S.C. 22, and under 28 U.S.C. 1391(b) and 
(c).

IV. Relevant Markets

A. Product Markets

1. Small Container Commercial Waste Collection
    12. SCCW (small container commercial waste) collection is a 
relevant product market. Waste collection firms--also called haulers--
collect MSW (municipal solid waste) from residential, commercial, and 
industrial establishments, and transport that waste to a disposal site, 
such as a transfer station, landfill or incinerator, for processing and 
disposal.
    13. SCCW collection is the business of collecting MSW from 
commercial and industrial accounts, usually in small containers (i.e., 
dumpsters with one to ten cubic yards capacity), and transporting or 
hauling such waste to a disposal site. Typical SCCW collection 
customers include office and apartment buildings and retail 
establishments (e.g., stores and restaurants).
    14. SCCW collection is distinct from the collection of other types 
of waste such as residential and roll-off waste, each of which is 
subject to its own regulatory scheme dictating the manner in which it 
must be collected. An individual commercial customer typically 
generates substantially more MSW than a residential customer. To handle 
this high volume of MSW efficiently, haulers often provide commercial 
customers with small containers for storing the waste. Haulers organize 
their commercial accounts into routes, and collect and transport the 
MSW generated by these accounts in front-end load (``FEL'') trucks 
uniquely well suited for commercial waste collection.
    15. On a typical SCCW collection route, an operator drives an FEL 
truck to the customer's container, engages a mechanism that grasps and 
lifts the container over the front of the truck, and empties the 
container into the vehicle's storage section where the waste is 
compacted and stored. The operator continues along the route, 
collecting MSW from each of the commercial accounts, until the vehicle 
is full. The operator then drives the FEL truck to a disposal facility, 
such as a transfer station, landfill, or incinerator, and empties the 
contents of the vehicle. Depending on the number of locations and 
amount of waste collected on the route, the operator may make one or 
more trips to the disposal facility in servicing the route.
    16. In contrast to an SCCW collection route, a residential waste 
collection route is highly labor intensive. A residential customer's 
MSW is typically stored in much smaller containers, (e.g., garbage bags 
or trash cans) and instead of using an FEL truck manned by a single 
operator, residential waste collection haulers routinely use rear-end 
load or side-load trucks manned by two- or three-person teams. On 
residential routes, crews often hand-load the customer's MSW by tossing 
garbage bags and emptying trash cans into the vehicle's storage 
section. In light of these differences, haulers typically organize 
commercial customers into separate routes from residential customer 
routes.
    17. Roll-off collection also is not a substitute for SCCW 
collection. A roll-off container is much larger than an SCCW container, 
and is serviced by a truck capable of carrying a roll-off container 
rather than an FEL truck. Unlike SCCW customers, multiple roll-off 
customers are not served between trips to the disposal site, as each 
roll-off truck is typically only capable of carrying one roll-off 
container at a time.
    18. Other types of waste collection, such as hazardous or medical 
waste collection, also are not substitutes for SCCW collection. These 
forms of collection differ from SCCW collection in the hauling 
equipment required, the volume of waste collected, and the facilities 
where the waste is disposed.
    19. Thus, absent competition from other SCCW collection firms, SCCW 
collection providers could profitably increase their prices without 
losing significant sales to firms engaged in the provision of other 
types of waste collection services. In other words, in the event of a 
small but significant price increase for SCCW collection, customers 
would not substitute to other forms of collection in sufficient numbers 
so as to render the price increase unprofitable. SCCW collection is 
therefore a line of commerce, or relevant product market, for purposes 
of analyzing the effects of the acquisition under Section 7 of the 
Clayton Act.
2. Municipal Solid Waste Disposal
    20. MSW (municipal solid waste) disposal is a relevant product 
market. MSW is solid putrescible waste generated by households and 
commercial establishments such as retail stores, offices, restaurants, 
warehouses, and industrial facilities. MSW has physical characteristics 
that readily distinguish it from other liquid or solid waste (e.g., 
waste from manufacturing processes, regulated medical waste, sewage, 
sludge, hazardous waste, or waste generated by construction or 
demolition sites).
    21. Haulers must dispose of all MSW at a permitted disposal 
facility. There are three main types of disposal facilities--landfills, 
incinerators, and transfer stations. Such facilities must be located on 
approved types of land and operated under prescribed procedures. 
Federal, state, and local safety, environmental, zoning, and permit 
laws and regulations dictate critical aspects of storage, handling, 
transportation, processing, and disposal of MSW. In less densely 
populated areas, MSW often is disposed of directly into landfills that 
are permitted and regulated by a state and the federal government. 
Landfill permit restrictions often impose limitations on the type and 
amount of waste that can be deposited. In many urban and suburban 
areas, however, landfills are scarce due to high population density and 
the limited availability of suitable land. As a result, MSW generated 
in such areas often is burned in an incinerator or taken to a transfer 
station. A transfer station is an intermediate disposal site for the 
processing and temporary storage of MSW before it is transferred, in 
bulk, to more distant landfills or incinerators for final disposal.
    22. Some haulers--including WMI and ADS--are vertically integrated 
and operate their own disposal facilities. Vertically-integrated 
haulers often prefer to dispose of waste at their own disposal 
facilities. Depending on the market, vertically-integrated haulers may 
sell a portion of their disposal capacity to customers in need of 
access to a disposal facility. These disposal customers include 
independent (non-vertically integrated) and municipally-owned haulers. 
Disposal customers rely on the availability of cost-competitive 
disposal capacity to serve their own collection customers and to 
compete for new ones.
    23. Due to strict laws and regulations that govern the disposal of 
MSW, there are no reasonable substitutes for MSW disposal, which must 
occur at landfills, incinerators, or transfer stations. Thus,

[[Page 70006]]

in the event of a small but significant price increase from MSW 
disposal firms, customers would not substitute to other forms of 
disposal in sufficient numbers so as to render the price increase 
unprofitable. MSW disposal is therefore a line of commerce, or relevant 
product market, for purposes of analyzing the effects of the 
acquisition under Section 7 of the Clayton Act.

B. Relevant Geographic Markets

1. Small Container Commercial Waste Collection
    24. SCCW collection generally is provided in highly localized 
areas. This is because a hauler needs a large number of commercial 
accounts that are reasonably close together to operate efficiently and 
profitably. If there is significant travel time between customers, then 
the hauler earns less money for the time that the truck operates. 
Haulers, therefore, try to minimize the ``dead time'' in which the 
truck is operating and incurring costs from fuel, wear and tear, and 
labor, but not generating revenue from collecting waste. Likewise, 
customers must be near the hauler's base of operations as it would be 
unprofitable for a truck to travel a long distance to the start of a 
route. Haulers, therefore, generally establish garages and related 
facilities to serve as bases within each area served.
    25. As currently contemplated, the transaction would likely cause 
harm in 33 relevant geographic markets for SCCW collection located in 
six states: Alabama, Florida, Georgia, South Carolina, Minnesota, and 
Wisconsin. Those 33 markets are identified in Appendix A. In each of 
these markets, a hypothetical monopolist of SCCW collection could 
profitably impose a small but significant non-transitory increase in 
price to local customers without losing significant sales to more 
distant competitors. Accordingly, each of the areas listed in Appendix 
A constitutes a relevant geographic market and section of the country 
for purposes of analyzing the effects of the acquisition under Section 
7 of the Clayton Act.
2. Municipal Solid Waste Disposal
    26. Collection trucks transport MSW to landfills, incinerators, and 
transfer stations for disposal. The price and availability of disposal 
sites close to a hauler's routes are major factors that determine a 
hauler's competitiveness and profitability, as the cost of transporting 
MSW to a disposal site--including fuel, regular truck maintenance, and 
hourly labor--is a substantial component of the total cost of disposal. 
Haulers also prefer nearby disposal sites to minimize the FEL truck 
dead time. Due to the costs associated with travel time and customers' 
preference to have disposal sites close by, an MSW disposal provider 
must have local disposal facilities to be competitive. The relevant 
markets for MSW disposal markets are therefore local, often consisting 
of no more than a few counties.
    27. As currently contemplated, the transaction would likely cause 
harm in 24 relevant geographic markets for MSW disposal located in 
eight states: Alabama, Florida, Georgia, Illinois, Indiana, Michigan, 
Pennsylvania, and Wisconsin. Those 24 markets are identified in 
Appendix B. In each of these local markets, a hypothetical monopolist 
of MSW disposal could profitably impose a small but significant non-
transitory increase in price for the disposal of MSW without losing 
significant sales to more distant disposal sites.
    28. Accordingly, each of the areas listed in Appendix B constitutes 
a relevant geographic market and section of the country for purposes of 
analyzing the effects of the acquisition under Section 7 of the Clayton 
Act.

V. Anticompetitive Effects

    29. The proposed transaction would substantially lessen competition 
and harm consumers in each relevant market by eliminating the 
substantial head-to-head competition that currently exists between WMI 
and ADS. Businesses, municipalities, independent haulers, and other 
customers would pay higher prices as a result of the acquisition.
    30. WMI's acquisition of ADS would remove a significant competitor 
for SCCW collection and MSW disposal in markets that are already highly 
concentrated and difficult to enter. WMI and ADS compete head-to-head 
for SCCW collection and/or MSW disposal customers in each of the 57 
geographic markets identified in Appendices A and B. In these 
geographic markets, WMI and ADS each account for a substantial share of 
total revenue generated from SCCW collection and/or MSW disposal and, 
in each relevant market, are two of no more than four significant 
(i.e., not fringe) competitors. See Appendices A and B (providing a 
complete list of the number of significant competitors in each relevant 
market pre-merger). In each SCCW collection market, collection 
customers including offices, apartment buildings, and retail 
establishments have been able to secure better collection rates and 
improved service by threatening to switch to the competing SCCW hauler. 
Likewise, in each MSW disposal market, independent haulers and 
municipalities have been able to negotiate more favorable disposal 
rates by threatening to move waste to the other competitor's disposal 
facilit(ies). In each of the relevant markets identified in Appendices 
A and B, the resulting increase in concentration, loss of competition, 
and the unlikeliness of significant entry or expansion would likely 
result in higher prices, lower quality and level of service, and 
reduced choice for SCCW collection and MSW disposal customers.

VI. Entry

A. Difficulty of Entry Into Small Container Commercial Waste Collection

    31. Entry of new competitors into SCCW collection in each of the 
relevant markets identified in Appendix A would be difficult and time-
consuming and is unlikely to prevent the harm to competition that is 
likely to result if the proposed transaction is consummated.
    32. A new entrant in SCCW collection could not provide a 
significant competitive constraint on the prices that market incumbents 
charge until achieving a minimum efficient scale and operating 
efficiency comparable to existing competitors. In order to obtain a 
comparable operating efficiency, a new competitor would have to achieve 
route densities similar to those of firms already in the market. 
Incumbents in a geographic market, however, can prevent new entrants 
from winning a large enough base of customers by selectively lowering 
prices and entering into longer term contracts with collection 
customers.

B. Difficulty of Entry Into Municipal Solid Waste Disposal

    33. Entry of new competitors into MSW disposal in each of the 
relevant markets identified in Appendix B would be difficult and time-
consuming and is unlikely to prevent the harm to competition that is 
likely to result if the proposed transaction is consummated.
    34. A new entrant in MSW disposal would need to obtain a permit to 
construct a disposal facility or to expand an existing one, and this 
process is costly and time-consuming, typically taking many years. Land 
suitable for MSW disposal is scarce, as a landfill must be constructed 
away from environmentally-sensitive areas, including fault zones, 
wetlands, flood plains, and other restricted areas. Even when suitable 
land is available, local public opposition frequently increases the 
time and uncertainty of the permitting process.

[[Page 70007]]

    35. Construction of a new transfer station or incinerator also is 
difficult and time consuming and faces many of the same challenges as 
new landfill construction, including local public opposition.
    36. Entry by constructing and permitting a new MSW disposal 
facility would thus be costly and time-consuming and unlikely to 
prevent market incumbents from significantly raising prices for MSW 
disposal in each of the disposal markets following the acquisition.

VII. Violations Alleged

    37. WMI's proposed acquisition of ADS is likely to substantially 
lessen competition in each of the relevant markets set forth above in 
violation of Section 7 of the Clayton Act, 15 U.S.C. 18.
    38. The acquisition will likely have the following anticompetitive 
effects, among others, in the relevant markets:
    a. Actual and potential competition between WMI and ADS will be 
eliminated;
    b. competition generally will be substantially lessened; and
    c. prices will likely increase and quality and the level of service 
will likely decrease.

VIII. Request for Relief

    39. The United States and the Plaintiff States request that this 
Court:
    a. Adjudge and decree WMI's acquisition of ADS to be unlawful and 
in violation of Section 7 of the Clayton Act, 15 U.S.C. 18;
    b. preliminarily and permanently enjoin Defendants and all persons 
acting on their behalf from consummating the proposed acquisition by 
WMI of ADS or from entering into or carrying out any other contract, 
agreement, plan, or understanding, the effect of which would be to 
combine WMI with ADS;
    c. award the United States and the Plaintiff States the costs for 
this action; and
    d. grant the United States and the Plaintiff States such other 
relief as the Court deems just and proper.

Dated: October 23, 2020.

Respectfully submitted,

COUNSEL FOR PLAINTIFF UNITED STATES:
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Makan Delrahim (D.C. Bar #457795),

Assistant Attorney General, Antitrust Division.
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Bernard A. Nigro, Jr. (D.C. Bar #412357),

Principal Deputy Assistant Attorney General, Antitrust Division.
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Alexander P. Okuliar (D.C. Bar #481103),

Deputy Assistant Attorney General, Antitrust Division.
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Kathleen S. O'Neil,

Senior Director of Investigations and Litigation, Antitrust 
Division.
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Katrina H. Rouse (D.C. Bar #1013035),

Chief, Defense, Industrials, and Aerospace Section, Antitrust 
Division.
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Jay D. Owen,

Assistant Chief, Defense, Industrials, and Aerospace Section, 
Antitrust Division.
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Jeremy W. Cline * (D.C. Bar #1011073),
Stephen Harris,
Gabriella R. Moskowitz (D.C. Bar #1044309),
Kerrie J. Freeborn (D.C. Bar #503143),
Daniel J. Monahan, Jr.,
Veronica N. Onyema (D.C. Bar #979040)

Trial Attorneys, Defense, Industrials, and Aerospace Section, 
Antitrust Division, 450 Fifth Street NW, Suite 8700, Washington, DC 
20530, Telephone: (202) 598-2294, Facsimile: (202) 514-9033, Email: 
[email protected].

* Lead Attorney To Be Noticed.

FOR PLAINTIFF STATE OF FLORIDA:

Ashley Moody,

Attorney General.

Patricia A. Conners,

Chief Associate Deputy Attorney General.
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Lizabeth A. Brady,

Chief, Multistate Enforcement, Florida State Bar Number: 457991, 
Office of the Attorney General, State of Florida, PL-01, The 
Capitol, Tallahassee, FL 32399-1050, Tel: (850) 414-3300, Fax: (850) 
488-9134, Email: [email protected].

Colin G. Fraser,
Assistant Attorney General, Florida State Bar Number: 104741, Email: 
[email protected].

FOR PLAINTIFF STATE OF ILLINOIS:

Kwame Raoul,

Attorney General.
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Blake L. Harrop,

Chief, Antitrust Bureau.
Joseph B. Chervin,
Assistant Attorney General, Office of the Attorney General of 
Illinois, Antitrust Bureau, 100 W Randolph Street, 11th Floor, 
Chicago, IL 60601, Telephone: (312) 814-3722, Fax: (312) 814-4209, 
[email protected].

FOR PLAINTIFF STATE OF MINNESOTA:

Keith Ellison,

Attorney General, State of Minnesota.

James W. Canaday,

Deputy Attorney General.
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Justin Moor,

Assistant Attorney General, Atty. Reg. No. 0397596, 445 Minnesota 
Street, Suite 1400, St. Paul, Minnesota 55101-2130, (651) 757-1060, 
[email protected].

FOR PLAINTIFF COMMONWEALTH OF PENNSYLVANIA:

Josh Shapiro,

Attorney General of Pennsylvania.

James A. Donahue, III,

Executive Deputy Attorney General, [email protected].

Tracy W. Wertz,

Chief Deputy Attorney General, [email protected].
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Norman W. Marden (PA Bar #203423),

Senior Deputy Attorney General, [email protected].

Pennsylvania Office of Attorney General, Antitrust Section, Strawberry 
Square, 14th Floor, Harrisburg, PA 17120, Telephone: (717) 787-4530.

FOR PLAINTIFF STATE OF WISCONSIN:

Joshua L. Kaul,

Attorney General, State of Wisconsin, Wisconsin Department of Justice.
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Shannon A. Conlin (Pro Hac Forthcoming),

Assistant Attorney General, Post Office Box 7857, Madison, WI 53707-
7857, (608) 266-1677, [email protected].

Appendix A: SCCW Geographic Markets and Number of Significant 
Competitors Pre-Merger

                    Small Container Commercial Waste
------------------------------------------------------------------------
                                                             Number of
                                 Counties/municipalities    significant
       Geographic market            within geographic       competitors
                                          market            pre-merger
------------------------------------------------------------------------
1. Lee County, Alabama.........  Lee County, AL.........               3
2. Macon County, Alabama.......  Macon County, AL.......               2
3. Mobile, Alabama.............  City of Mobile, AL.....               3

[[Page 70008]]

 
4. Montgomery County, Alabama..  Montgomery County, AL..               3
5. Tuscaloosa, Alabama.........  City of Tuscaloosa, AL.               3
6. Jacksonville, Florida.......  Duvall, St. Johns, and                3
                                  Clay Counties, FL.
7. Ocala, Florida..............  Marion and Citrus                     3
                                  Counties, FL.
8. Augusta, Georgia............  Columbia and Richmond                 4
                                  Counties, GA and
                                  Edgefield and Aiken
                                  Counties, SC.
9. Rochester, Minnesota........  City of Rochester, MN..               3
10. St. Cloud, Minnesota.......  City of St. Cloud, MN..               3
11. Calumet County, Wisconsin..  Calumet County, WI.....               2
12. Clark, Wisconsin...........  Clark and Taylor                      3
                                  Counties, WI.
13. Dane County, Wisconsin.....  Dane County, WI........               3
14. Fond du Lac and Sheboygan,   Dodge, Fond du Lac,                   2
 Wisconsin.                       Ozaukee, Sheboygan,
                                  and Washington
                                  Counties, WI.
15. Green Bay, Wisconsin.......  Brown and Outagamie                   4
                                  Counties, WI.
16. Green County, Wisconsin....  Green County, WI.......               3
17. Green Lake, Wisconsin......  Columbia, Green Lake,                 2
                                  and Marquette
                                  Counties, WI.
18. Eau Claire, Wisconsin......  Chippewa and Eau Claire               4
                                  Counties, WI.
19. Jackson County, Wisconsin..  Jackson County, WI.....               3
20. Jefferson County, Wisconsin  Jefferson County, WI...               3
21. Kenosha County, Wisconsin..  Kenosha County, WI.....               2
22. Kewaunee County, Wisconsin.  Kewaunee County, WI....               2
23. Langlade, Wisconsin........  Langlade, Lincoln,                    2
                                  Oneida, and Shawano
                                  Counties, WI.
24. Manitowoc County, Wisconsin  Manitowoc County, WI...               3
25. Mar-Oco, Wisconsin.........  Marinette and Oconto                  3
                                  Counties, WI.
26. Marathon, Wisconsin........  Marathon, Portage, and                3
                                  Wood Counties, WI.
27. Milwaukee, Wisconsin.......  Milwaukee, Racine, and                2
                                  Waukesha Counties, WI.
28. Price County, Wisconsin....  Price County, WI.......               3
29. Rock County, Wisconsin.....  Rock County, WI........               3
30. Sauk County, Wisconsin.....  Sauk County, WI........               3
31. Walworth County, Wisconsin.  Walworth County, WI....               3
32. Waupaca, Wisconsin.........  Waupaca County, WI.....               4
33. Waushara, Wisconsin........  Waushara and Winnebago                2
                                  Counties, WI.
------------------------------------------------------------------------

Appendix B: MSW Disposal Geographic Markets and Number of Significant 
Competitors Pre-Merger

                              MSW Disposal
------------------------------------------------------------------------
                                                             Number of
                                 Counties/municipalities    significant
       Geographic market            within geographic       competitors
                                          market            pre-merger
------------------------------------------------------------------------
1. East Central, Alabama.......  Lee and Macon Counties,               2
                                  AL.
2. Mobile, Alabama.............  City of Mobile, AL.....               3
3. Phenix City, Alabama........  Phenix City, AL........               2
4. Ocala, Florida..............  Marion and Citrus                     3
                                  Counties, FL.
5. Atlanta, Georgia............  Cherokee, Forsyth,                    3
                                  Gwinnett, Fulton,
                                  Clayton, and Cobb
                                  Counties, GA.
6. Kane County, Illinois.......  Kane County, IL........               3
7. Lake County, Illinois.......  Lake County, IL........               3
8. Northern Cook County,         Area west of Interstate               4
 Illinois.                        94 and north of
                                  Interstate 90 in Cook
                                  County, Illinois.
9. Fort Wayne, Indiana.........  Allen, Kosciusko, and                 3
                                  Whitley Counties, IN.
10. Detroit, Michigan..........  Wayne, Macomb and                     4
                                  Oakland Counties, MI.
11. Bedford County,              Bedford County, PA.....               2
 Pennsylvania.
12. Fayette County,              Fayette and Greene                    4
 Pennsylvania.                    Counties, PA.
13. Indiana County,              Clarion, Jefferson, and               3
 Pennsylvania.                    Indiana Counties, PA.
14. Somerset County,             Cambria and Somerset                  2
 Pennsylvania.                    Counties, PA.
15. State College, Pennsylvania  Centre and Clearfield                 3
                                  Counties, PA.
16. Dane County, Wisconsin.....  Dane County, WI........               3
17. Eau Claire, Wisconsin......  Chippewa and Eau Claire               2
                                  Counties, WI.
18. Fond du Lac and Sheboygan,   Dodge, Fond du Lac,                   2
 Wisconsin.                       Ozaukee, Sheboygan,
                                  and Washington
                                  Counties, WI.
19. Greater Green Bay,           Brown, Outagamie, and                 2
 Appleton, Oshkosh, Wisconsin.    Winnebago Counties, WI.
20. Greater Manitowoc,           Calumet, Kewaunee, and                2
 Wisconsin.                       Manitowoc Counties, WI.

[[Page 70009]]

 
21. Green County, Wisconsin....  Green County, WI.......               3
22. Janesville, Wisconsin......  Jefferson, Rock, and                  3
                                  Walworth Counties, WI.
23. Milwaukee, Wisconsin.......  Milwaukee, Racine, and                2
                                  Waukesha Counties, WI.
24. St. Croix, Wisconsin.......  Pierce and St. Croix                  3
                                  Counties, WI.
------------------------------------------------------------------------

United States District Court for the District of Columbia

    United States of America, State of Florida, State of Illinois, 
State of Minnesota, Commonwealth of Pennsylvania, and State of 
Wisconsin, Plaintiffs, v. Waste Management, Inc., and Advanced 
Disposal Services, Inc., Defendants.

Civil Action No.: 1:20-cv-3063
Judge: Hon. John D. Bates

Proposed Final Judgment

    Whereas, Plaintiffs, United States of America and the States of 
Florida, Illinois, Wisconsin, and Minnesota and the Commonwealth of 
Pennsylvania (collectively, the ``Plaintiff States''), filed their 
Complaint on October 23, 2020;
    And whereas, the United States, Plaintiff States, and Defendants, 
Waste Management, Inc. (``WMI'') and Advanced Disposal Services, Inc. 
(``ADS''), have consented to entry of this Final Judgment without the 
taking of testimony, without trial or adjudication of any issue of fact 
or law, and without this Final Judgment constituting any evidence 
against or admission by any party regarding any issue of fact or law;
    And whereas, Defendants agree to make a divestiture to remedy the 
loss of competition alleged in the Complaint;
    And whereas, Defendants represent that the divestiture and other 
relief required by this Final Judgment can and will be made and that 
Defendants will not later raise a claim of hardship or difficulty as 
grounds for asking the Court to modify any provision of this Final 
Judgment;
    Now therefore, it is ordered, adjudged, and decreed:

I. Jurisdiction

    The Court has jurisdiction over the subject matter of and each of 
the parties to this action. The Complaint states a claim upon which 
relief may be granted against Defendants under Section 7 of the Clayton 
Act, as amended (15 U.S.C. 18).

II. Definitions

    As used in this Final Judgment:
    A. ``Acquirer'' or ``Acquirers'' means GFL or another entity or 
entities to which Defendants divest the Divestiture Assets.
    B. ``WMI'' means Defendant Waste Management, Inc., a Delaware 
corporation with its headquarters in Houston, Texas, its successors and 
assigns, and its subsidiaries, divisions, groups, affiliates, 
partnerships, and joint ventures, and their directors, officers, 
managers, agents, and employees.
    C. ``ADS'' means Defendant Advanced Disposal Services, Inc., a 
Delaware corporation with its headquarters in Ponte Vedra, Florida, its 
successors and assigns, and its subsidiaries, divisions, groups, 
affiliates, partnerships, and joint ventures, and their directors, 
officers, managers, agents, and employees.
    D. ``GFL'' means GFL Environmental Inc., a Canadian corporation 
with is headquarters in Ontario, Canada, its successors and assigns, 
and its subsidiaries, divisions, groups, affiliates, partnerships, and 
joint ventures, and their directors, officers, managers, agents, and 
employees.
    E. ``Disposal'' means the business of disposing of waste into 
disposal sites, including the use of transfer stations to facilitate 
shipment of waste to other disposal sites.
    F. ``MSW'' means municipal solid waste. Municipal solid waste is a 
term of art used to describe solid putrescible waste generated by 
households and commercial establishments such as retail stores, 
offices, restaurants, warehouses, and non-manufacturing activities in 
industrial facilities. MSW does not include special handling waste 
(e.g., waste from manufacturing processes, regulated medical waste, 
sewage, and sludge), hazardous waste, or waste generated by 
construction or demolition sites.
    G. ``Small Container Commercial Waste Collection'' (or ``SCCW 
Collection'') means the business of collecting MSW from commercial and 
industrial accounts, usually in ``dumpsters'' (i.e., small containers 
with one-to-ten cubic yards of storage capacity), and transporting--or 
``hauling''--that waste to a disposal site, typically by use of a 
front-end, side-load, or rear-end truck. Typical Small Container 
Commercial Waste Collection customers include office and apartment 
buildings and retail establishments (e.g., stores and restaurants).
    H. ``Residential Waste Collection'' means the business of 
collecting MSW from residential accounts and transporting--or 
``hauling''--such waste to a disposal site, typically by use of a rear-
end or side-load truck. Typical Residential Waste Collection customers 
include single-family residences and small apartment buildings.
    I. ``Roll-Off Waste Collection'' means the business of collecting 
MSW that is stored in twenty-to-forty cubic yard containers from 
commercial and industrial accounts and transporting that waste to a 
disposal site, typically by use of a truck with a roll-off trailer 
attachment.
    J. ``Commercial Recycling Collection'' means the business of 
collecting recyclables, which are discarded materials that will be 
processed and reused, from commercial and industrial accounts and 
transporting those recyclables to a recycling site (typically called a 
``materials recovery facility,'' or ``MRF'').
    K. ``Residential Recycling Collection'' means the business of 
collecting recyclables, which are discarded materials that will be 
processed and reused, from residential accounts and transporting those 
recyclables to a recycling site.
    L. ``Mixed Collection'' or ``Co-Collect'' means the business of 
collecting a mixture of commercial waste, residential waste, and/or 
recycling and transporting such waste and/or recycling to a disposal or 
recycling site.
    M. ``Yard Waste Collection'' means the business of collecting 
organic waste from single-family and small residences and transporting 
such waste to a disposal site.
    N. ``Route'' means a group of customers receiving regularly 
scheduled waste or recycling collection service as of August 25, 2020, 
including customers from that group for whom service has been suspended 
due to issues related to COVID-19, and any customers added to that 
group between August 25, 2020 and the date that the Route is divested 
to an Acquirer.

[[Page 70010]]

    O. ``Divestiture Assets'' means all of Defendants' rights, titles, 
and interests in and to:
    1. The transfer stations and landfills listed in Appendix A;
    2. all property and assets, tangible and intangible, wherever 
located, related to or used in connection with the transfer stations 
and landfills listed in Appendix A, including but not limited to:
    a. All real property, including but not limited to fee simple 
interests, real property leasehold interests and renewal rights 
thereto, improvements to real property, and options to purchase any 
adjoining or other property, together with all offices, garages, 
material recovery facilities, and other related facilities;
    b. all tangible personal property, including but not limited to 
capital equipment, trucks and other vehicles, scales, power supply 
equipment, and office furniture, materials, and supplies;
    c. all contracts, contractual rights, and customer relationships; 
and all other agreements, commitments, and understandings, including 
but not limited to swap agreements;
    d. all licenses, permits, certifications, approvals, consents, and 
authorizations, and all pending applications or renewals; and
    e. copies of all records and data, including but not limited to 
customer lists, accounts, credits records, and repair and performance 
records;
    3. the hauling facilities and Routes listed in Appendix B; and
    4. all property and assets, tangible and intangible, wherever 
located, related to or used in connection with the Routes listed in 
Appendix B, including but not limited to:
    a. All real property, including but not limited to fee simple 
interests, real property leasehold interests and renewal rights 
thereto, improvements to real property, and options to purchase any 
adjoining or other property, together with all offices, garages, and 
related facilities;
    b. all tangible personal property, including but not limited to 
capital equipment, trucks and other vehicles (those assigned to Routes, 
and, at the option of Acquirer, all spare vehicles, containers, and 
supplies), scales, power supply equipment, and office furniture, 
materials, and supplies;
    c. all contracts (except Straddle Contracts), contractual rights, 
and customer relationships; and all other agreements, commitments, and 
understandings, including but not limited to swap agreements;
    d. all licenses, permits, certifications, approvals, consents, and 
authorizations, and all pending applications or renewals; and
    e. copies of all records and data, including but not limited to 
customer lists, accounts, and credits records, and repair and 
performance records; provided, however, that the assets specified in 
Paragraphs II(O)(4)(a)-(e) above do not include the facilities 
identified in Appendix C.
    P. ``Straddle Contracts'' means customer waste or recycling 
collection contracts that include a combination of services and/or 
collection stops included in the Divestiture Assets and services and/or 
collection stops not included in the Divestiture Assets.
    Q. ``Relevant Personnel'' means all full-time, part-time, or 
contract employees of WMI or ADS, wherever located, involved in the MSW 
Disposal, Small Container Commercial Waste Collection, Residential 
Waste Collection, Roll-Off Waste Collection, Commercial Recycling 
Collection, Residential Recycling Collection, Mixed Collection, or Yard 
Waste Collection services provided for a Route or facility included in 
the Divestiture Assets at any time between April 15, 2019, and the date 
on which the Divestiture Assets are divested to GFL or another 
Acquirer. The United States, in its sole discretion, will resolve any 
disagreement regarding which employees are Relevant Personnel.

III. Applicability

    A. This Final Judgment applies to WMI and ADS, as defined above, 
and all other persons, in active concert or participation with any 
Defendant, who receive actual notice of this Final Judgment.
    B. If, prior to complying with Section IV and Section V of this 
Final Judgment, Defendants sell or otherwise dispose of all or 
substantially all of their assets or of business units that include the 
Divestiture Assets, Defendants must require any purchaser to be bound 
by the provisions of this Final Judgment. Defendants need not obtain 
such an agreement from the Acquirers.

IV. Divestitures

    A. Defendants are ordered and directed, within thirty (30) calendar 
days after the Court's entry of the Asset Preservation Stipulation and 
Order in this matter, to divest the Divestiture Assets in a manner 
consistent with this Final Judgment to GFL or an alternative Acquirer 
acceptable to the United States, in its sole discretion, after 
consultation with the Plaintiff States. The United States, in its sole 
discretion, may agree to one or more extensions of this time period, 
not to exceed sixty (60) calendar days in total, and will notify the 
Court of any extensions.
    B. Defendants must use their best efforts to divest the Divestiture 
Assets as expeditiously as possible and may not take any action to 
impede the permitting, operation, or divestiture of the Divestiture 
Assets.
    C. Unless the United States otherwise consents in writing, 
divestiture pursuant to this Final Judgment must include the entire 
Divestiture Assets and must be accomplished in such a way as to satisfy 
the United States, in its sole discretion, after consultation with the 
Plaintiff States, that the Divestiture Assets can and will be used by 
Acquirer as part of a viable, ongoing MSW Disposal business and a 
viable, ongoing Small Commercial Container Waste Collection business 
and that the divestiture to Acquirer will remedy the competitive harm 
alleged in the Complaint.
    D. The divestiture must be made to an Acquirer that, in the United 
States' sole judgment, after consultation with the Plaintiff States, 
has the intent and capability (including the necessary managerial, 
operational, technical, and financial capability) to compete 
effectively in the business of MSW Disposal and Small Container 
Commercial Waste Collection.
    E. The divestiture must be accomplished so as to satisfy the United 
States, in its sole discretion, after consultation with the Plaintiff 
States, that none of the terms of any agreement between Acquirer and 
Defendants give Defendants the ability unreasonably to raise Acquirer's 
costs, to lower Acquirer's efficiency, or otherwise to interfere in the 
ability of Acquirer to compete effectively.
    F. Divestiture of the Divestiture Assets may be made to one or more 
Acquirers, provided that it is demonstrated to the sole satisfaction of 
the United States, after consultation with the Plaintiff States, that 
the criteria required by Paragraphs IV(C), IV(D), and IV(E) will still 
be met.
    G. In the event Defendants are attempting to divest the Divestiture 
Assets to an Acquirer other than GFL, Defendants promptly must make 
known, by usual and customary means, the availability of the 
Divestiture Assets. Defendants must inform any person making an inquiry 
regarding a possible purchase of the Divestiture Assets that the 
Divestiture Assets are being divested in accordance with this Final 
Judgment and must provide that person with a copy of this Final 
Judgment. Defendants must offer to furnish to all prospective 
Acquirers, subject to customary confidentiality assurances, all

[[Page 70011]]

information and documents relating to the Divestiture Assets that are 
customarily provided in a due-diligence process; provided, however, 
that Defendants need not provide information or documents subject to 
the attorney-client privilege or work-product doctrine. Defendants must 
make all information and documents available to Plaintiffs at the same 
time that the information and documents are made available to any other 
person.
    H. Defendants must provide prospective Acquirers with (1) access to 
make inspections of the Divestiture Assets; (2) access to all 
environmental, zoning, and other permitting documents and information; 
and (3) access to all financial, operational, or other documents and 
information customarily provided as part of a due diligence process. 
Defendants also must disclose all encumbrances on any part of the 
Divestiture Assets, including on intangible property.
    I. Defendants must cooperate with and assist Acquirer to identify 
and hire all Relevant Personnel.
    1. Within ten (10) business days following the filing of the 
Complaint in this matter, Defendants must identify all Relevant 
Personnel to Acquirer and Plaintiffs, including by providing 
organization charts covering all Relevant Personnel.
    2. Within ten (10) business days following receipt of a request by 
Acquirer or the United States, Defendants must provide to Acquirer and 
Plaintiffs the following additional information related to Relevant 
Personnel: Name; job title; current salary and benefits including most 
recent bonus paid, aggregate annual compensation, current target or 
guaranteed bonus, if any, any retention agreement or incentives, and 
any other payments due to or promises made to the employee; 
descriptions of reporting relationships, past experience, 
responsibilities, and training and educational histories; lists of all 
certifications; and all job performance evaluations. If Defendants are 
barred by any applicable law from providing any of this information, 
within ten (10) business days following receipt of the request, 
Defendants must provide the requested information to the full extent 
permitted by law and also must provide a written explanation of 
Defendants' inability to provide the remaining information.
    3. At the request of Acquirer, Defendants must promptly make 
Relevant Personnel available for private interviews with Acquirer 
during normal business hours at a mutually agreeable location.
    4. Defendants must not interfere with any effort by Acquirer to 
employ any Relevant Personnel. Interference includes but is not limited 
to offering to increase the compensation or improve the benefits of 
Relevant Personnel unless: (a) The offer is part of a company-wide 
increase in compensation or improvement in benefits that was announced 
prior to April 1, 2020; or (b) the offer is approved by the United 
States in its sole discretion. Defendants' obligations under this 
Paragraph will expire six (6) months after the divestiture of the 
Divestiture Assets pursuant to this Final Judgment.
    5. For Relevant Personnel who elect employment with Acquirer within 
six (6) months of the date on which the Divestiture Assets are divested 
to Acquirer, Defendants must waive all non-compete and non-disclosure 
agreements, vest all unvested pension and other equity rights, provide 
any pay pro-rata, provide all other compensation and benefits that 
those Relevant Personnel have fully or partially accrued, and provide 
all other benefits that those Relevant Personnel otherwise would have 
been provided had the Relevant Personnel continued employment with 
Defendants, including but not limited to any retention bonuses or 
payments. Defendants may maintain reasonable restrictions on disclosure 
by Relevant Personnel of Defendants' proprietary non-public information 
that is unrelated to the business of MSW Disposal, Small Commercial 
Container Waste Collection, Residential Waste Collection, Roll-Off 
Waste Collection, Commercial Recycling Collection, Residential 
Recycling Collection, Mixed Collection, and Yard Waste Collection and 
not otherwise required to be disclosed by this Final Judgment.
    6. For a period of twelve (12) months from the date on which the 
Divestiture Assets are divested to Acquirer, Defendants may not solicit 
to rehire Relevant Personnel who were hired by Acquirer within six (6) 
months of the date on which the Divestiture Assets are divested to 
Acquirer unless (a) an individual is terminated or laid off by Acquirer 
or (b) Acquirer agrees in writing that Defendants may solicit to rehire 
that individual. Nothing in this Paragraph prohibits Defendants from 
advertising employment openings using general solicitations or 
advertisements and rehiring Relevant Personnel who apply for an 
employment opening through a general solicitation or advertisement.
    J. Defendants must warrant to Acquirer that (1) the Divestiture 
Assets will be operational and without material defect on the date of 
their transfer to the Acquirer; (2) there are no material defects in 
the environmental, zoning, or other permits pertaining to the operation 
of the Divestiture Assets; and (3) Defendants have disclosed all 
encumbrances on any part of the Divestiture Assets, including on 
intangible property. Following the sale of the Divestiture Assets, 
Defendants must not undertake, directly or indirectly, challenges to 
the environmental, zoning, or other permits pertaining to the operation 
of the Divestiture Assets.
    K. Defendants must assign, subcontract, or otherwise transfer all 
contracts (except Straddle Contracts), agreements, and relationships 
(or portions of such contracts, agreements, and relationships) included 
in the Divestiture Assets, including but not limited to all supply and 
sales contracts and swap agreements, to Acquirer; provided, however, 
that for any contract or agreement that requires the consent of another 
party to assign, subcontract, or otherwise transfer, Defendants must 
use best efforts to accomplish the assignment, subcontracting, or 
transfer. Defendants must not interfere with any negotiations between 
Acquirer and a contracting party.
    L. At the option of Acquirer, and subject to approval by the United 
States in its sole discretion, on or before the date on which the 
Divestiture Assets are divested to Acquirer, Defendants must assign, 
subcontract, or otherwise transfer all Straddle Contracts; provided, 
however, that for any Straddle Contract that requires the consent of 
another party to assign, subcontract, or otherwise transfer, Defendants 
must use best efforts to accomplish the assignment, subcontracting, or 
other transfer. Defendants must not interfere with any negotiations 
between Acquirer and a contracting party.
    M. Defendants must make best efforts to assist Acquirer to obtain 
all necessary licenses, registrations, and permits to operate the 
Divestiture Assets. Until Acquirer obtains the necessary licenses, 
registrations, and permits, Defendants must provide Acquirer with the 
benefit of Defendants' licenses, registrations, and permits to the full 
extent permissible by law.
    N. At the option of Acquirer, and subject to approval by the United 
States in its sole discretion, on or before the date on which the 
Divestiture Assets are divested to Acquirer, Defendants must enter into 
a contract to provide transition services for back office, human 
resources, accounting, employee health and safety, and information 
technology services and support for a

[[Page 70012]]

period of up to six (6) months on terms and conditions reasonably 
related to market conditions for the provision of the transition 
services. The United States, in its sole discretion, may approve one or 
more extensions of any contract for transition services, for a total of 
up to an additional six (6) months. If Acquirer seeks an extension of 
the term of any transition services agreement, Defendants must notify 
the United States in writing at least one (1) month prior to the date 
the contract expires. Acquirer may terminate a contract for transition 
services without cost or penalty at any time upon thirty (30) days' 
written notice to WMI. The employee(s) of Defendants tasked with 
providing these transition services must not share any competitively 
sensitive information of Acquirer with any other employee of 
Defendants.
    O. At the option of Acquirer, and subject to approval by the United 
States in its sole discretion, on or before the date on which the 
Divestiture Assets are divested to Acquirer, Defendants must enter into 
a landfill disposal contract to provide rights to landfill disposal at 
ADS's Orchard Hills Landfill, located at 8290 Highway 251 South, Davis 
Junction, Illinois, 61020. The landfill disposal contract must allow 
Acquirer to dispose up to 1,200 tons of MSW per day at the Orchard 
Hills Landfill for a period of up to three (3) years from the date on 
which the Divestiture Assets are divested to Acquirer. Defendants must 
operate the Orchard Hills gates, scale houses, and disposal areas for 
the benefit of Acquirer under terms and conditions no less favorable 
than those that Defendants provide to their own vehicles. The United 
States, in its sole discretion, may approve one or more extensions of a 
landfill disposal contract for a total of up to an additional two (2) 
years. If Acquirer seeks an extension of the term of a landfill 
disposal contract, Defendants must notify the United States, the State 
of Illinois, and the State of Wisconsin in writing at least one (1) 
month prior to the date the contract expires. Acquirer may terminate a 
contract for landfill disposal without cost or penalty at any time upon 
thirty (30) days' written notice to WMI.
    P. If any term of an agreement between Defendants and Acquirer to 
effectuate the divestiture required by this Final Judgment varies from 
a term of this Final Judgment, to the extent that Defendants cannot 
fully comply with both, this Final Judgment determines Defendants' 
obligations.

V. Appointment of Divestiture Trustee

    A. If Defendants have not divested the Divestiture Assets within 
the period specified in Paragraph IV(A), Defendants must immediately 
notify Plaintiffs of that fact in writing. Upon application of the 
United States, the Court will appoint a divestiture trustee selected by 
the United States and approved by the Court to effect the 
divestiture(s) of any of the Divestiture Assets.
    B. After the appointment of a divestiture trustee by the Court, 
only the divestiture trustee will have the right to sell the 
Divestiture Assets. The divestiture trustee will have the power and 
authority to accomplish the divestiture(s) to an Acquirer or Acquirers 
acceptable to the United States, in its sole discretion, after 
consultation with the Plaintiff States, at a price and on terms as are 
then obtainable upon reasonable effort by the divestiture trustee, 
subject to the provisions of Sections IV, V, and VI of this Final 
Judgment, and will have other powers as the Court deems appropriate. 
The divestiture trustee must sell the Divestiture Assets as quickly as 
possible.
    C. Defendants may not object to a sale by the divestiture trustee 
on any ground other than malfeasance by the divestiture trustee. 
Objections by Defendants must be conveyed in writing to Plaintiffs and 
the divestiture trustee within ten (10) calendar days after the 
divestiture trustee has provided the notice of proposed divestiture 
required under Section VI.
    D. The divestiture trustee will serve at the cost and expense of 
Defendants pursuant to a written agreement, on terms and conditions, 
including confidentiality requirements and conflict-of-interest 
certifications, that are approved by the United States.
    E. The divestiture trustee may hire at the cost and expense of 
Defendants any agents or consultants, including but not limited to 
investment bankers, attorneys, and accountants, that are reasonably 
necessary in the divestiture trustee's judgment to assist with the 
divestiture trustee's duties. These agents or consultants will be 
accountable solely to the divestiture trustee and will serve on terms 
and conditions, including terms and conditions governing 
confidentiality requirements and conflict-of-interest certifications, 
that are approved by the United States.
    F. The compensation of the divestiture trustee and agents or 
consultants hired by the divestiture trustee must be reasonable in 
light of the value of the Divestiture Assets and based on a fee 
arrangement that provides the divestiture trustee with incentives based 
on the price and terms of the divestiture(s) and the speed with which 
it is accomplished. If the divestiture trustee and Defendants are 
unable to reach agreement on the divestiture trustee's compensation or 
other terms and conditions of engagement within fourteen (14) calendar 
days of the appointment of the divestiture trustee by the Court, the 
United States may, in its sole discretion, take appropriate action, 
including by making a recommendation to the Court. Within three (3) 
business days of hiring an agent or consultant, the divestiture trustee 
must provide written notice of the hiring and rate of compensation to 
Defendants and the United States.
    G. The divestiture trustee must account for all monies derived from 
the sale of the Divestiture Assets sold by the divestiture trustee and 
all costs and expenses incurred. Within thirty (30) calendar days of 
the date of the sale of the Divestiture Assets, the divestiture trustee 
must submit that accounting to the Court for approval. After approval 
by the Court of the divestiture trustee's accounting, including fees 
for unpaid services and those of agents or consultants hired by the 
divestiture trustee, all remaining money must be paid to Defendants and 
the trust will then be terminated.
    H. Defendants must use their best efforts to assist the divestiture 
trustee to accomplish the required divestiture. Subject to reasonable 
protection for trade secrets, other confidential research, development, 
or commercial information, or any applicable privileges, Defendants 
must provide the divestiture trustee and agents or consultants retained 
by the divestiture trustee with full and complete access to all 
personnel, books, records, and facilities of the Divestiture Assets. 
Defendants also must provide or develop financial and other information 
relevant to the Divestiture Assets that the divestiture trustee may 
reasonably request. Defendants must not take any action to interfere 
with or to impede the divestiture trustee's accomplishment of the 
divestiture.
    I. The divestiture trustee must maintain complete records of all 
efforts made to sell the Divestiture Assets, including by filing 
monthly reports with Plaintiffs setting forth the divestiture trustee's 
efforts to accomplish the divestiture ordered by this Final Judgment. 
The reports must include the name, address, and telephone number of 
each person who, during the preceding month, made an offer to acquire, 
expressed an interest in acquiring, entered into negotiations to 
acquire, or was contacted or made an inquiry about acquiring any 
interest in the Divestiture

[[Page 70013]]

Assets and must describe in detail each contact with any such person.
    J. If the divestiture trustee has not accomplished the divestiture 
ordered by this Final Judgment within six months of appointment, the 
divestiture trustee must promptly provide Plaintiffs with a report 
setting forth: (1) The divestiture trustee's efforts to accomplish the 
required divestiture; (2) the reasons, in the divestiture trustee's 
judgment, why the required divestiture has not been accomplished; and 
(3) the divestiture trustee's recommendations for completing the 
divestiture. Following receipt of that report, the United States may 
make additional recommendations consistent with the purpose of the 
trust to the Court. The Court thereafter may enter such orders as it 
deems appropriate to carry out the purpose of this Final Judgment, 
which may include extending the trust and the term of the divestiture 
trustee's appointment by a period requested by the United States.
    K. The divestiture trustee will serve until divestiture of all 
Divestiture Assets is completed or for a term otherwise ordered by the 
Court.
    L. If the United States determines that the divestiture trustee is 
not acting diligently or in a reasonably cost-effective manner, the 
United States may recommend that the Court appoint a substitute 
divestiture trustee.

VI. Notice of Proposed Divestiture

    A. Within two (2) business days following execution of a definitive 
divestiture agreement, Defendants or the divestiture trustee, whichever 
is then responsible for effecting the divestiture, must notify 
Plaintiffs of a proposed divestiture required by this Final Judgment. 
If the divestiture trustee is responsible for completing the 
divestiture, the divestiture trustee also must notify Defendants. The 
notice must set forth the details of the proposed divestiture and list 
the name, address, and telephone number of each person not previously 
identified who offered or expressed an interest in or desire to acquire 
any ownership interest in the Divestiture Assets.
    B. Within fifteen (15) calendar days of receipt by the United 
States of this notice, the United States may request from Defendants, 
the proposed Acquirer(s), other third parties, or the divestiture 
trustee additional information concerning the proposed divestiture, the 
proposed Acquirer(s) and other prospective Acquirers. Defendants and 
the divestiture trustee must furnish the additional information 
requested within fifteen (15) calendar days of the receipt of the 
request, unless the United States provides written agreement to a 
different period.
    C. Within forty-five (45) calendar days after receipt of the notice 
required by Paragraph VI(A) or within twenty (20) calendar days after 
the United States has been provided the additional information 
requested pursuant to Paragraph VI(B), whichever is later, the United 
States must provide written notice to Defendants and any divestiture 
trustee that states whether or not the United States, in its sole 
discretion, after consultation with the Plaintiff States, objects to 
Acquirer(s) or any other aspect of the proposed divestiture. Without 
written notice that the United States does not object, a divestiture 
may not be consummated. If the United States provides written notice 
that it does not object, the divestiture may be consummated, subject 
only to Defendants' limited right to object to the sale under Paragraph 
V(C) of this Final Judgment. Upon objection by Defendants pursuant to 
Paragraph V(C), a divestiture by the divestiture trustee may not be 
consummated unless approved by the Court.
    D. No information or documents obtained pursuant to this Section VI 
may be divulged by Plaintiffs to any person other than an authorized 
representative of the executive branch of the United States or an 
authorized representative of the Plaintiff States, except in the course 
of legal proceedings to which the United States is a party, including 
grand-jury proceedings, for the purpose of evaluating a proposed 
Acquirer or securing compliance with this Final Judgment, or as 
otherwise required by law.
    E. In the event of a request by a third party for disclosure of 
information under the Freedom of Information Act, 5 U.S.C. 552, the 
Antitrust Division will act in accordance with that statute and the 
Department of Justice regulations at 28 CFR part 16, including the 
provision on confidential commercial information at 28 CFR 16.7. 
Persons submitting information to the Antitrust Division should 
designate the confidential commercial information portions of all 
applicable documents and information under 28 CFR 16.7. Designations of 
confidentiality expire ten years after submission, ``unless the 
submitter requests and provides justification for a longer designation 
period.'' See 28 CFR 16.7(b).
    F. If at the time that a person furnishes information or documents 
to the United States or the Plaintiff States pursuant to this Section 
VI, that person represents and identifies in writing information or 
documents for which a claim of protection may be asserted under Rule 
26(c)(1)(G) of the Federal Rules of Civil Procedure, and marks each 
pertinent page of such material, ``Subject to claim of protection under 
Rule 26(c)(1)(G) of the Federal Rules of Civil Procedure,'' the United 
States and the Plaintiff States must give that person ten calendar 
days' notice before divulging the material in any legal proceeding 
(other than a grand-jury proceeding).

VII. Financing

    Defendants may not finance all or any part of any Acquirer's 
purchase of all or part of the Divestiture Assets made pursuant to this 
Final Judgment.

VIII. Asset Preservation

    Until the divestiture required by this Final Judgment has been 
accomplished, Defendants must take all steps necessary to comply with 
the Asset Preservation Stipulation and Order entered by the Court. 
Defendants must take no action that would jeopardize the divestiture 
ordered by the Court.

IX. Affidavits

    A. Within twenty (20) calendar days of the filing of the Complaint 
in this matter, and every thirty (30) calendar days thereafter until 
the divestiture required by this Final Judgment has been completed, 
Defendants must deliver to Plaintiffs an affidavit, signed by each 
Defendant's Chief Financial Officer and General Counsel, describing the 
fact and manner of Defendants' compliance with this Final Judgment. The 
United States, in its sole discretion, may approve different 
signatories for the affidavits.
    B. Each affidavit must include: (1) The name, address, and 
telephone number of each person who, during the preceding thirty (30) 
calendar days, made an offer to acquire, expressed an interest in 
acquiring, entered into negotiations to acquire, or was contacted or 
made an inquiry about acquiring, an interest in the Divestiture Assets 
and describe in detail each contact with such persons during that 
period; (2) a description of the efforts Defendants have taken to 
solicit buyers for and complete the sale of the Divestiture Assets, and 
to provide required information to prospective Acquirers; and (3) a 
description of any limitations placed by Defendants on information 
provided to prospective Acquirers. If the information set forth in the 
affidavit is true and complete, objection by the United States to 
information provided by Defendants to prospective Acquirers must be 
made within fourteen (14) calendar days of receipt of the affidavit.

[[Page 70014]]

    C. Defendants must keep all records of any efforts made to divest 
the Divestiture Assets until one year after the divestiture has been 
completed.
    D. Within twenty (20) calendar days of the filing of the Complaint 
in this matter, Defendants also must deliver to Plaintiffs an affidavit 
signed by each Defendant's Chief Financial Officer and General Counsel, 
that describes in reasonable detail all actions Defendants have taken 
and all steps Defendants have implemented on an ongoing basis to comply 
with Section VIII of this Final Judgment. The United States, in its 
sole discretion, may approve different signatories for the affidavits.
    E. If Defendants make any changes to the efforts and actions 
outlined in any earlier affidavits provided pursuant to Paragraph 
IX(D), Defendants must, within fifteen (15) calendar days after any 
change is implemented, deliver to Plaintiffs an affidavit describing 
those changes.
    F. Defendants must keep all records of any efforts made to preserve 
the Divestiture Assets until one year after the divestiture has been 
completed.

X. Compliance Inspection

    A. For the purposes of determining or securing compliance with this 
Final Judgment, or of related orders such as the Asset Preservation 
Stipulation and Order or of determining whether this Final Judgment 
should be modified or vacated, upon written request of an authorized 
representative of the Assistant Attorney General for the Antitrust 
Division, and reasonable notice to Defendants, Defendants must permit, 
from time to time and subject to legally recognized privileges, 
authorized representatives, including agents retained by the United 
States:

    1. To have access during Defendants' office hours to inspect and 
copy, or at the option of the United States, to require Defendants 
to provide electronic copies of all books, ledgers, accounts, 
records, data, and documents in the possession, custody, or control 
of Defendants relating to any matters contained in this Final 
Judgment; and
    2. to interview, either informally or on the record, Defendants' 
officers, employees, or agents, who may have their individual 
counsel present, regarding such matters. The interviews must be 
subject to the reasonable convenience of the interviewee and without 
restraint or interference by Defendants.

    B. Upon the written request of an authorized representative of the 
Assistant Attorney General for the Antitrust Division, Defendants must 
submit written reports or respond to written interrogatories, under 
oath if requested, relating to any of the matters contained in this 
Final Judgment.
    C. No information or documents obtained by the United States 
pursuant to this Section X may be divulged by Plaintiffs to any person 
other than an authorized representative of the executive branch of the 
United States or an authorized representative of the Plaintiff States, 
except in the course of legal proceedings to which the United States is 
a party, including grand jury proceedings, for the purpose of securing 
compliance with this Final Judgment, or as otherwise required by law.
    D. In the event of a request by a third party for disclosure of 
information under the Freedom of Information Act, 5 U.S.C. 552, the 
Antitrust Division will act in accordance with that statute and the 
Department of Justice regulations at 28 CFR part 16, including the 
provision on confidential commercial information at 28 CFR 16.7. 
Defendants submitting information to the Antitrust Division should 
designate the confidential commercial information portions of all 
applicable documents and information under 28 CFR 16.7. Designations of 
confidentiality expire ten years after submission, ``unless the 
submitter requests and provides justification for a longer designation 
period.'' See 28 CFR 16.7(b).
    E. If at the time that Defendants furnish information or documents 
to the United States pursuant to this Section X, Defendants represent 
and identify in writing information or documents for which a claim of 
protection may be asserted under Rule 26(c)(1)(G) of the Federal Rules 
of Civil Procedure, and Defendants mark each pertinent page of such 
material, ``Subject to claim of protection under Rule 26(c)(1)(G) of 
the Federal Rules of Civil Procedure,'' the United States must give 
Defendants ten (10) calendar days' notice before divulging the material 
in any legal proceeding (other than a grand jury proceeding).

XI. Notification

    A. Unless a transaction is otherwise subject to the reporting and 
waiting period requirements of the Hart-Scott-Rodino Antitrust 
Improvements Act of 1976, as amended, 15 U.S.C. 18a (the ``HSR Act''), 
Defendants may not, without first providing notification to the United 
States and to any Plaintiff State in which any of the assets or 
interests are located, directly or indirectly acquire (including 
through an asset swap agreement) any assets of or any interest, 
including a financial, security, loan, equity, or management interest, 
in any person or entity involved in MSW Disposal and/or Small Container 
Commercial Waste Collection services in any area identified in Appendix 
D, where that person's or entity's revenues for the 12 months preceding 
the proposed acquisition from MSW Disposal and/or Small Container 
Commercial Waste Collection services in the identified area were in 
excess of $500,000. This provision also applies to an acquisition of 
facilities that serve an identified area but are located outside the 
area and requires notice to any Plaintiff State where an identified 
area in the state is serviced by assets or interests to be acquired 
that are located outside of the state's border.
    B. Defendants must provide the notification required by this 
Section XI in the same format as, and in accordance with the 
instructions relating to, the Notification and Report Form set forth in 
the Appendix to Part 803 of Title 16 of the Code of Federal Regulations 
as amended, except that the information requested in Items 5 through 8 
of the instructions must be provided only about MSW Disposal and Small 
Container Commercial Waste Collection. Notification must be provided at 
least thirty (30) calendar days before acquiring any assets or 
interest, and must include, beyond the information required by the 
instructions, the names of the principal representatives who negotiated 
the transaction on behalf of each party and all management or strategic 
plans discussing the proposed transaction. If, within the thirty (30) 
calendar days following notification, representatives of the United 
States make a written request for additional information, Defendants 
may not consummate the proposed transaction until thirty (30) calendar 
days after submitting all requested information.
    C. Early termination of the waiting periods set forth in this 
Section XI may be requested and, where appropriate, granted in the same 
manner as is applicable under the requirements and provisions of the 
HSR Act and rules promulgated thereunder. This Section XI must be 
broadly construed and any ambiguity or uncertainty regarding whether to 
file a notice under this Section XI must be resolved in favor of filing 
notice.

XII. Limitations on Reacquisition

    Defendants may not reacquire any part of or any interest in the 
Divestiture Assets during the term of this Final Judgment.

XIII. Retention of Jurisdiction

    The Court retains jurisdiction to enable any party to this Final 
Judgment to apply to the Court at any time for further orders and 
directions as may be necessary or appropriate to carry out or

[[Page 70015]]

construe this Final Judgment, to modify any of its provisions, to 
enforce compliance, and to punish violations of its provisions.

XIV. Enforcement of Final Judgment

    A. The United States retains and reserves all rights to enforce the 
provisions of this Final Judgment, including the right to seek an order 
of contempt from the Court. Defendants agree that in a civil contempt 
action, a motion to show cause, or a similar action brought by the 
United States regarding an alleged violation of this Final Judgment, 
the United States may establish a violation of this Final Judgment and 
the appropriateness of a remedy therefor by a preponderance of the 
evidence, and Defendants waive any argument that a different standard 
of proof should apply.
    B. This Final Judgment should be interpreted to give full effect to 
the procompetitive purposes of the antitrust laws and to restore the 
competition the United States and the Plaintiff States allege was 
harmed by the challenged conduct. Defendants agree that they may be 
held in contempt of, and that the Court may enforce, any provision of 
this Final Judgment that, as interpreted by the Court in light of these 
procompetitive principles and applying ordinary tools of 
interpretation, is stated specifically and in reasonable detail, 
whether or not it is clear and unambiguous on its face. In any such 
interpretation, the terms of this Final Judgment should not be 
construed against either party as the drafter.
    C. In an enforcement proceeding in which the Court finds that 
Defendants have violated this Final Judgment, the United States may 
apply to the Court for a one-time extension of this Final Judgment, 
together with other relief that may be appropriate. In connection with 
a successful effort by the United States to enforce this Final Judgment 
against a Defendant, whether litigated or resolved before litigation, 
that Defendant agrees to reimburse the United States for the fees and 
expenses of its attorneys, as well as all other costs including 
experts' fees, incurred in connection with that enforcement effort, 
including in the investigation of the potential violation.
    D. For a period of four (4) years following the expiration of this 
Final Judgment, if the United States has evidence that a Defendant 
violated this Final Judgment before it expired, the United States may 
file an action against that Defendant in this Court requesting that the 
Court order: (1) Defendant to comply with the terms of this Final 
Judgment for an additional term of at least four years following the 
filing of the enforcement action; (2) all appropriate contempt 
remedies; (3) additional relief needed to ensure the Defendant complies 
with the terms of this Final Judgment; and (4) fees or expenses as 
called for by this Section XIV.

XV. Expiration of Final Judgment

    Unless the Court grants an extension, this Final Judgment will 
expire ten (10) years from the date of its entry, except that after 
five (5) years from the date of its entry, this Final Judgment may be 
terminated upon notice by the United States, after consultation with 
the Plaintiff States, to the Court and Defendants that the divestiture 
has been completed and the continuation of this Final Judgment is no 
longer necessary or in the public interest.

XVI. Public Interest Determination

    Entry of this Final Judgment is in the public interest. The parties 
have complied with the requirements of the Antitrust Procedures and 
Penalties Act, 15 U.S.C. 16, including by making available to the 
public copies of this Final Judgment and the Competitive Impact 
Statement, public comments thereon, and any response to comments by the 
United States. Based upon the record before the Court, which includes 
the Competitive Impact Statement and, if applicable, any comments and 
response to comments filed with the Court, entry of this Final Judgment 
is in the public interest.
Date:------------------------------------------------------------------

[Court approval subject to procedures of Antitrust Procedures and 
Penalties Act, 15 U.S.C. 16]
-----------------------------------------------------------------------
United States District Judge

Appendix A: List of Divested Landfills and Transfer Stations (Paragraph 
II(O)(1))

I. Alabama

    a. ADS's Stone's Throw Landfill, located at 1303 Washington 
Boulevard, Tallassee, Alabama 36078;
    b. ADS's Turkey Trot Landfill, located at 2328 Mannish Ryan 
Road, Citronelle, Alabama 36522;
    c. ADS's Mobile Transfer Station, located at 5740 Carole 
Plantation Road, Mobile, Alabama 36582;
    d. ADS's Central Alabama Transfer Station, located at 2141 
Hunter Loop Road, Montgomery, Alabama 36108;
    e. ADS's East Alabama Transfer Station, located at 2100 Poplar 
Street, Opelika, Alabama 36801;
    f. WMI's Phenix City Transfer Station, located at 610 State 
Docks Road Southeast, Phenix City, Alabama 36867.

II. Georgia

    a. ADS's Eagle Point Landfill, located at 8880, 9465, 9385, and 
9425 Old Federal Road, Ball Ground, Georgia 30107 and Land Lots 37, 
38, 107 and 108, District 3, Canton, Georgia;
    b. ADS's Gwinnett Transfer Station, located at 535 Seaboard 
Industrial Drive, Lawrenceville, Georgia 30046;
    c. ADS's Smyrna Transfer Station, located at 4696 South Cobb 
Drive SE, Smyrna, Georgia 30080;
    d. ADS's Welcome All Transfer Station, located at 5225 Welcome 
All Road, College Park, Georgia 30349;
    e. ADS's Cobb County Transfer Station, located at 1897 County 
Services Parkway, Marietta, Georgia 30008.

III. Florida

    a. ADS's Ocala Transfer Station, located at 5111 South Pine 
Avenue, Ocala, Florida 34479.

IV. Illinois

    a. ADS's Zion Landfill, located at 701 Green Bay Road, Zion, 
Illinois 60099;
    b. ADS's Rolling Meadows Transfer Station, located at 3851 
Berdnick Street, Rolling Meadows, Illinois 60008;
    c. ADS's Northbrook Transfer Station, located at 2750 Shermer 
Road, Northbrook, Illinois 60062;
    d. WMI's Elburn Transfer Station, located at 1 N 138 Linlar 
Drive, Elburn, Illinois 60119.

V. Indiana

    a. ADS's Hoosier Landfill, located at 2710 East 800 South Road, 
Claypool, Indiana 46510;
    b. ADS's Fort Wayne Transfer Station, located at 4429 Allen 
Martin Drive, Fort Wayne, Indiana 46806.

VI. Michigan

    a. ADS's Arbor Hills Landfill, located at 10690 West Six Mile 
Road, Northville, Michigan 48168;
    b. ADS's Pontiac Transfer Station, located at 575 Collier Road, 
Auburn Hills, Michigan 48340;
    c. ADS's Dearborn Transfer Station, located at 3051 Schaefer 
Road, Dearborn, Michigan 48126.

VII. Minnesota

    a. ADS's Rochester Transfer Station, located at 4245 and 4225 
Highway 14 East, Rochester, Minnesota 55904.

VIII. Pennsylvania

    a. ADS's Sandy Run Landfill, located at 915 and 995 Landfill 
Road, Hopewell, Pennsylvania 16650;
    b. ADS's Greentree Landfill, located at 635 Toby Road, Kersey, 
Pennsylvania 15846;
    c. ADS Chestnut Valley Landfill, located at 1184 McClellandtown 
Road, McClellandtown, Pennsylvania 15458;
    d. ADS's Diller Transfer Station, located at 6820 Wertzville 
Road, Enola, Pennsylvania 17025;
    e. WMI's Southern Alleghenies Landfill, located at 843 Miller 
Picking Road, Davidsville, Pennsylvania 15928.

[[Page 70016]]

IX. Wisconsin

    a. ADS's Emerald Park Landfill, located at W124 S10629 South 
124th Street, Muskego, Wisconsin 53150;
    b. ADS's Glacier Ridge Landfill, located at N7296 Highway V, 
Horicon, Wisconsin 53032;
    c. ADS's Hickory Meadows Landfill, located at W3105 Schneider 
Road, Hilbert, Wisconsin 54129;
    d. ADS's Mallard Ridge Landfill, located at W8470 State Road 11, 
Delavan, Wisconsin 53115;
    e. ADS's Seven Mile Creek Landfill, located at 8001 Olson Drive, 
Eau Claire, Wisconsin 54703;
    f. ADS's Waunakee Transfer Station, located at 300, 304, 306, 
and 308 Raemisch Road, Waunakee, Wisconsin 53597;
    g. ADS's Fort Atkinson Transfer Station, located at 1203, 1205, 
and 1215 Klement Street, Fort Atkinson, Wisconsin 53538;
    h. ADS's Kenosha Transfer Station, located at 5421 46th Street, 
Kenosha, Wisconsin 53144;
    i. ADS's Muskego Transfer Station, located at W143 S6350, W143 
6400, and W144 S6350 College Court, Muskego, Wisconsin 53150;
    j. ADS's Germantown Transfer Station, located at N104 W13075 
Donges Bay Road, Germantown, Wisconsin 53022;
    k. ADS's West Bend Transfer Station, located at 803 North River 
Road and 1422 Lang Street, West Bend, Wisconsin 53095;
    l. ADS's Hartland Transfer Station, located at 630 Industrial 
Drive, Hartland, Wisconsin 53029;
    m. ADS's Omro Transfer Station, located at 250 Alder Avenue, 
Omro, Wisconsin 54963 and W200 Ft. of Lot 4: CSM 5477 Omro, 
Wisconsin 54963;
    n. ADS's De Pere Transfer Station, located at 1799 County Trunk 
Hwy PP, De Pere, Wisconsin 54115;
    o. ADS's Chilton Transfer Station (Recyclery), located at 1113 
Park and 1045 Park Street, Chilton, Wisconsin 53014;
    p. ADS's Door County Transfer Station, located at 1509 Division 
Road, Sturgeon Bay, Wisconsin 54235;
    q. ADS's Medford Transfer Station, located at 645 Jensen Drive, 
Medford, Wisconsin 54451;
    r. ADS's Roberts Transfer Station, located at 100 Packer Drive, 
Roberts, Wisconsin 54023;
    s. ADS's Horicon Transfer Station, located at N7296 Highway V, 
Horicon, Wisconsin 53032;
    t. ADS's Waunakee Material Recovery Facility, located at 300, 
304, 306, and 308 Raemisch Road, Waunakee, Wisconsin 53597;
    u. WMI's Janesville Transfer Station, located at 304 West Sunny 
Lane, Janesville, Wisconsin 53546;
    v. WMI's Darlington Transfer Station, located at 11500 Ames 
Road, Darlington, Wisconsin 53530;
    w. WMI's Mosinee Transfer Station, located at 204500 State 
Highway 34 (i.e., 1372 State Highway 34), Mosinee, Wisconsin 54455;
    x. WMI's Antigo Transfer Station, located at 1715 Deleglise 
Street, Antigo, Wisconsin 54409;
    y. WMI's Chippewa Falls Transfer Station, located at 11888 & 
11863 30th Avenue, Chippewa Falls, Wisconsin 54729;
    z. WMI's Sheboygan Falls Transfer Station, located at 115 Birch 
Road, Sheboygan Falls, Wisconsin 53085.

Appendix B: List of Divested Hauling Facilities and Routes (Paragraph 
II(O)(3))

I. Alabama

    a. The following ADS Small Container Commercial Waste Collection 
Routes:
    i. Tuscaloosa Routes: 710, 711, 712, and 713;
    ii. Montgomery/Tallassee/Alexander City Routes: 901, 902, 908, 
950, 951, 952, 953, 954, 956, 957, 958, 959, 960, and 961;
    iii. Mobile Routes: 900, 901, 910, 920, and 925;
    b. The following ADS Residential Waste Collection Routes:
    i. Montgomery/Tallassee/Alexander City Routes: 605, 606, 612, 
613, 616, 622, 623, and 624;
    c. The following ADS Roll-Off Waste Collection Routes:
    i. Montgomery/Tallassee/Alexander City Routes: 409 (i.e. ``Alex 
City Roll Off'');
    d. ADS's hauling facility located at 1121 Wilbanks Street, 
Montgomery, Alabama 36108;
    e. ADS's hauling facility located at 1303 Washington Boulevard, 
Tallassee, Alabama 36078;
    f. ADS's hauling facility located at 4701 12th Street Northeast, 
Tuscaloosa, Alabama 35404;
    g. ADS's hauling facility located at 6225 Rangeline Road, 
Theodore, Alabama 36582;
    h. ADS's hauling facility located at 4342 Washington Street, 
Alexander City, Alabama 35010.

II. Georgia

    a. The following ADS Small Container Commercial Waste Collection 
Routes:
    i. Augusta routes: 901, 904, 905, 907, 908, 909, 910, and 911;
    b. ADS's hauling facility located at 1064 Franke Industrial 
Drive, Augusta, Georgia 30909.

III. Florida

    a. The following ADS Small Container Commercial Waste Collection 
Routes:
    i. Ocala Routes: 701, 702, 704, and 706;
    ii. Jacksonville Routes: 901, 902, 906, 907, 908, 910, 911, 913, 
918, 922;
    b. The following WMI Small Container Commercial Waste Collection 
Routes:
    i. St. Johns and Clay County Routes: J181, J281, J381, J481, 
J581, J681, J189, J289, J389, J489, J589, J689;
    ii. Citrus County Routes: W180, W280, W380, W480, W580, W680, 
W186, and W475;
    c. ADS's hauling facility located at 5111 South Pine Avenue, 
Ocala, Florida 34480;
    d. ADS's hauling facility located at 7580 Philips Highway, 
Jacksonville, Florida 32256.

IV. Michigan

    a. The following ADS Small Container Commercial Waste Collection 
Routes:
    i. Pontiac Routes: 751, 752, 753, 754, 755, 756, 757, 758, 759, 
763, 765, 766, and 767;
    b. The following ADS Residential Waste Collection Routes:
    i. Pontiac Routes: 403, 405, 493, 495, 500, 501, 502, 503, 504, 
505, 506, 509, 514, 592, 595, 596, and 599;
    c. The following ADS Yard Waste Collection Routes:
    i. Pontiac Routes: 301, 401, 402, 492, 498, and 901;
    d. The following ADS Commercial Recycling Collection Routes:
    i. Pontiac Routes: 511, 771, and 772;
    e. The following ADS Residential Recycling Collection Routes:
    i. Pontiac Routes: 507, 508, 597, and 598;
    f. The following ADS Roll-Off Waste Collection Routes:
    i. Pontiac Routes: 601, 602, 603, 604, 605, 606, 622, 651, 652, 
653, 654, 655, 656, 657, 658, 659, and 670;
    g. ADS hauling facility located at 575 Collier Road, Auburn 
Hills, Michigan 48340.

V. Minnesota

    a. The following ADS Small Container Commercial Waste Collection 
Routes:
    i. St. Cloud Routes: 710, 720, 730, and 740;
    ii. Rochester Routes: 701, 705, 709, 711, 730, and 750;
    b. ADS's hauling facility located at 2355 12th Street Southeast, 
St. Cloud, Minnesota 56304;
    c. ADS's hauling facility located at 4245 and 4225 Highway 14 
East, Rochester, Minnesota 55904.

VI. Pennsylvania

    a. The following ADS Small Container Commercial Waste Collection 
Routes:
    i. McClellandtown Routes: 711, 712, and 713;
    b. The following ADS Residential Waste Collection Routes:
    i. McClellandtown Routes: 153, 154, 440, 443, 444, 447, 449, 
451, 454, and 459;
    c. The following ADS Commercial Recycling Collection Routes:
    i. McClellandtown Routes: 725 and 811;
    d. The following ADS Residential Recycling Collection Routes:
    i. McClellandtown Routes: 801 and 805;
    e. The following ADS Roll-Off Waste Collection Routes:
    i. McClellandtown Routes: 603;
    f. ADS's hauling facility located at 1192 McClellandtown Road, 
McClellandtown, Pennsylvania 15458.

VII. Wisconsin

    a. The following ADS Small Container Commercial Waste Collection 
Routes:
    i. Beloit Routes: 100;
    ii. Madison Routes: 100, 101, 102, 103, 104, 105, 106, 107, 108, 
109, 301, and 401;
    iii. Hartland Routes: 701, 702, 703, 704, 705, 706, 707, 708, 
740, 741, and 742;
    iv. Muskego Routes: 505, 924, 980, 981, 982, 983, 984, 985, 986, 
987, 988, 989, 990, 991, 992, 993, 994, 995, 996, 997, 998, and 999;
    v. West Bend and Horicon Routes: 705, 711, 725, 760, 761, 765, 
766, 767, 771, 776, and 777;

[[Page 70017]]

    vi. Omro Routes: 150, 151, 152, 153, 154, 155, 156, 157, 700, 
702, 739, 742, 744, 745, 747, 748, and 778;
    vii. Green Bay Routes: 701, 702, 703, 704, 705, 706, 707, 708, 
709, 714, and 751;
    viii. Chilton and Kaukauna Routes: 702, 703, 704, 705, 710, 711, 
712, 713, and 714;
    ix. Fort Atkinson Routes: 151, 152, 351, 352, and 353;
    x. Door County Routes: 710 and 711;
    xi. Medford Routes: 422 and 423;
    xii. Waukegan Routes: 704, 708, and 709;
    b. The following WMI Small Container Commercial Waste Collection 
Routes:
    i. Antigo Routes: O1AA, O1EE, O2DD, O2EE, O2FF, O3AA, O3EE, 
O4AA, O4DD, and O5EE;
    ii. Chippewa Falls Routes: K1A1, K2A1, K3A1, K3A3, K4A3, K5A1, 
and K5A3;
    iii. Darlington Routes: F1A2, F2A3, and F5A3;
    iv. Sheboygan Routes: W1A7, W2A7, W3A7, W4A7, and W5A7;
    v. Janesville Routes: H1GC, H1GD, H1GF, H2GC, H2GA, H2GD, H2GF, 
H3GF, H3GC, H3GD, H4GD, H4GA, H4GC, H4GF, H5GF, H5GC, H5GA, H5GD, 
H5GE, H6PZ, and H6QZ;
    vi. Mosinee Routes: G1A1, G1A2, G1A3, G1A4, G1A5, G2A1, G2A2, 
G2A4, G2A5, G2A6, G3A1, G3A2, G3A3, G3A4, G3A5, G4A1, G4A5, G5A1, 
G5A2, G5A3, G5A4, G5A5, and G1M1;
    c. The following ADS Co-Collect Routes:
    i. Green Bay Routes: 711, 712, 713, 715, 716, 717, and 719;
    ii. Fort Atkinson Routes: 589;
    iii. Door County Routes: 500, 501, 502, 503, and 504;
    d. The following ADS Mixed Collection Routes:
    i. Eau Claire Routes: 442;
    e. The following ADS Residential Waste Collection Routes:
    i. Muskego Routes: 011, 504, 524, 525, 526, 527, 528, 529, 530, 
536, 537, 541, 542, 548, 549, 550, 553, 595, and 599;
    ii. Green Bay Routes: 500, 501, 502, 503, 504, 505, 506, 508, 
509, 510, 512, 513, 514, 516, and 714;
    iii. Fort Atkinson Routes: 551, 553, 554, 555, 557, 558, 559, 
560, 562, and 571;
    f. The following ADS Residential Recycling Collection Routes:
    i. Muskego Routes: 556, 584, 585, 701, 702, 703, 705, 707, 708, 
709, 710, 711, 727, 735, 741, and 755;
    ii. Green Bay Routes: 800, 801, 802, 803, 804, 805, 806, 807, 
808, and 809;
    iii. Fort Atkinson Routes: 653, 658, 659, 671, 672, 673, 674, 
676, 677, and 680;
    g. The following ADS Roll-Off Waste Collection Routes:
    i. Door County Routes: 606;
    h. The following ADS Commercial Recycling Collection Routes:
    i. Beloit Routes: 200;
    ii. Madison Routes: 201, 202, 203, 204, 205, 206, 207, and 208;
    iii. Hartland Routes: 815, 865, 885, 886, 888, 889, and 890;
    iv. Muskego Routes: 014, 015, 017, 018, 019, 020, 021, 022, 023, 
024, 025, and 026;
    v. West Bend and Horicon Routes: 706, 751, 778, 780, 781, 782, 
783, and 791;
    vi. Omro Routes: 150, 152, 153, 154, 155, 156, 157, 779, 896, 
and 898;
    vii. Green Bay Routes: 720, 721, 722, 723, 724, 725, and 726;
    viii. Waukegan Routes: 725 and 751;
    ix. Chilton and Kaukauna Routes: 401, 721, 722, 723, 724, 725, 
730, and 731;
    x. Fort Atkinson Routes: 251, 252, 254, and 451;
    xi. Door County Routes: 710 and 711;
    xii. Medford Routes: 428 and 448;
    i. The following WMI Commercial Recycling Collection Routes:
    i. Antigo Routes: O1CC, O3DD, O3CC, O4CC, and O5CC;
    ii. Chippewa Falls Routes: K1A2, K2A2, K3A2, K4A2, and K5A2;
    iii. Darlington Routes: F3S1;
    iv. Sheboygan Routes: W2S2 and W5S2;
    v. Janesville Routes: H1IB, H1IC, H2IB, H3IB, H3IC, H4IB, H5IF, 
H5IC, and H5IB;
    vi. Mosinee Routes: G1G2, G1G4, G2G1, G2G3, G3G1, G3G4, G4A4, 
G4G1, G4G2, G4G3, G4G4, G5G1, and G5G4;
    j. ADS's hauling facility located at W143 S 6440 College Court, 
Muskego, Wisconsin 53150;
    k. ADS's hauling facility located at N7296 Highway V, Horicon, 
Wisconsin 53032;
    l. ADS's hauling facility located at 803 North River Road and 
1422 Lang Street, West Bend, Wisconsin 53095;
    m. ADS's hauling facility located at 250 Alder Avenue, Omro, 
Wisconsin 54963;
    n. ADS's hauling facility located at 1799 County Trunk Highway, 
De Pere, Wisconsin 54115;
    o. ADS's hauling facility located at 428 High Street, Chilton, 
Wisconsin 53014;
    p. ADS's hauling facility located at N2016 Vandenbroek Road, 
Kaukauna, Wisconsin 54130;
    q. ADS's hauling facility located at 1509 Division Road, 
Sturgeon Bay, Wisconsin 54235;
    r. ADS's hauling facility, located at 630 Industrial Drive, 
Hartland, Wisconsin 53029;
    s. ADS's hauling facility located at 645 Jensen Drive, Medford, 
Wisconsin 54451;
    t. ADS's hauling facility located at 300, 304, 306, and 308 
Raemisch Road, Waunakee, Wisconsin 53597;
    u. ADS's hauling facility located at 1203, 1205, and 1215 
Klement Street, Fort Atkinson, Wisconsin 53538;
    v. WMI's hauling facility located at 204500 State Highway 34 
(i.e., 1372 State Highway 34), Mosinee, Wisconsin 54455;
    w. WMI's hauling facility located at 1715 Deleglise Street, 
Antigo, Wisconsin 54409;
    x. WMI's hauling facility located at 11888 & 11863 30th Avenue, 
Chippewa Falls, Wisconsin 54729;
    y. WMI's hauling facility located at 304 West Sunny Lane, 
Janesville, Wisconsin 53546;
    z. WMI's hauling facility located at 11500 Ames Road, 
Darlington, Wisconsin 53530.

Appendix C: List of Retained Hauling Facilities (Paragraph II(O)(4)(e))

I. Florida

    a. WMI's hauling facility located at 8708 NE 44th Drive, 
Wildwood, Florida 34785;
    b. WMI's hauling facility located at 6501 Greenland Road, 
Jacksonville, Florida 32258.

II. Wisconsin

    a. ADS's hauling facility located at 2301 W B R Townline Road, 
Beloit, Wisconsin 53511;
    b. WMI's hauling facility located at 301 Thomas Street, Fond du 
Lac, Wisconsin 54935;
    c. ADS's hauling facility located at 2626 Mondovi Road, Eau 
Claire, Wisconsin 54701;
    d. ADS's hauling facility located at 559 Progress Drive, 
Hartland, Wisconsin 53029.

III. Illinois

    a. ADS's hauling facility located at 2230 Ernie Krueger Circle, 
Waukegan, Illinois 60087.

IV. Georgia

    a. ADS's hauling facility located at 5734 Columbia Road, 
Grovetown, GA 30813.

Appendix D: Areas for Which the Notice Provision in Paragraph XI(A) 
Applies

------------------------------------------------------------------------
                                       Counties/
       Geographic market         municipalities within  Relevant service
                                   geographic market
------------------------------------------------------------------------
East Central, Alabama.........  Lee and Macon           MSW Disposal.
                                 Counties, AL.
Lee County, Alabama...........  Lee County, AL........  SCCW Collection.
Macon County, Alabama.........  Macon County, AL......  SCCW Collection.
Mobile, Alabama...............  City of Mobile, AL....  SCCW Collection
                                                         and MSW
                                                         Disposal.
Montgomery County, Alabama....  Montgomery County, AL.  SCCW Collection.
Phenix City, Alabama..........  Phenix City, AL.......  MSW Disposal.
Tuscaloosa, Alabama...........  City of Tuscaloosa, AL  SCCW Collection.
Jacksonville, Florida.........  Duvall, St. Johns, and  SCCW Collection.
                                 Clay Counties, FL.
Ocala, Florida................  Marion and Citrus       SCCW Collection
                                 Counties, FL.           and MSW
                                                         Disposal.
Atlanta, Georgia..............  Cherokee, Forsyth,      MSW Disposal.
                                 Gwinnett, Fulton,
                                 Clayton, and Cobb
                                 Counties, GA.
Augusta, Georgia..............  Columbia and Richmond   SCCW Collection.
                                 Counties, GA and
                                 Edgefield and Aiken
                                 Counties, SC.
Kane County, Illinois.........  Kane County, IL.......  MSW Disposal.

[[Page 70018]]

 
Lake County, Illinois.........  Lake County, IL.......  MSW Disposal.
Northern Cook County, Illinois  Area west of            MSW Disposal.
                                 Interstate 94 and
                                 north of Interstate
                                 90 in Cook County,
                                 Illinois.
Fort Wayne, Indiana...........  Allen, Kosciusko, and   MSW Disposal.
                                 Whitley Counties, IN.
Detroit, Michigan.............  Wayne, Macomb and       MSW Disposal.
                                 Oakland Counties, MI.
Rochester, Minnesota..........  City of Rochester, MN.  SCCW Collection.
St. Cloud, Minnesota..........  City of St. Cloud, MN.  SCCW Collection.
State College, Pennsylvania...  Centre and Clearfield   MSW Disposal.
                                 Counties, PA.
Indiana County, Pennsylvania..  Clarion, Jefferson,     MSW Disposal.
                                 and Indiana Counties,
                                 PA.
Fayette County, Pennsylvania..  Fayette and Greene      MSW Disposal.
                                 Counties, PA.
Somerset County, Pennsylvania.  Cambria and Somerset    MSW Disposal.
                                 Counties, PA.
Bedford County, Pennsylvania..  Bedford County, PA....  MSW Disposal.
Greater Green Bay, Appleton,    Brown, Outagamie, and   MSW Disposal.
 Oshkosh, Wisconsin.             Winnebago Counties,
                                 WI.
Calumet County, Wisconsin.....  Calumet County, WI....  SCCW Collection.
Clark, Wisconsin..............  Clark and Taylor        SCCW Collection.
                                 Counties, WI.
Dane County, Wisconsin........  Dane County, WI.......  SCCW Collection
                                                         and MSW
                                                         Disposal.
Eau Claire, Wisconsin.........  Chippewa and Eau        SCCW Collection
                                 Claire Counties, WI.    and MSW
                                                         Disposal.
Fond du Lac and Sheboygan,      Dodge, Fond du Lac,     SCCW Collection
 Wisconsin.                      Ozaukee, Sheboygan,     and MSW
                                 and Washington          Disposal.
                                 Counties, WI.
Greater Manitowoc, Wisconsin..  Calumet, Kewaunee, and  MSW Disposal.
                                 Manitowoc Counties,
                                 WI.
Green Bay, Wisconsin..........  Brown and Outagamie     SCCW Collection.
                                 Counties, WI.
Green County, Wisconsin.......  Green County, WI......  SCCW Collection
                                                         and MSW
                                                         Disposal.
Green Lake, Wisconsin.........  Columbia, Green Lake,   SCCW Collection.
                                 and Marquette
                                 Counties, WI.
Jackson County, Wisconsin.....  Jackson County, WI....  SCCW Collection.
Janesville, Wisconsin.........  Jefferson, Rock, and    MSW Disposal.
                                 Walworth Counties, WI.
Jefferson County, Wisconsin...  Jefferson County, WI..  SCCW Collection.
Kenosha County, Wisconsin.....  Kenosha County, WI....  SCCW Collection.
Kewaunee County, Wisconsin....  Kewaunee County, WI...  SCCW Collection.
Langlade, Wisconsin...........  Langlade, Lincoln,      SCCW Collection.
                                 Oneida, and Shawano
                                 Counties, WI.
Manitowoc County, Wisconsin...  Manitowoc County, WI..  SCCW Collection.
Mar-Oco, Wisconsin............  Marinette and Oconto    SCCW Collection.
                                 Counties, WI.
Marathon, Wisconsin...........  Marathon, Portage, and  SCCW Collection.
                                 Wood Counties, WI.
Milwaukee, Wisconsin..........  Milwaukee, Racine, and  SCCW Collection
                                 Waukesha Counties, WI.  and MSW
                                                         Disposal.
Price County, Wisconsin.......  Price County, WI......  SCCW Collection.
Rock County, Wisconsin........  Rock County, WI.......  SCCW Collection.
Sauk County, Wisconsin........  Sauk County, WI.......  SCCW Collection.
St. Croix, Wisconsin..........  Pierce and St. Croix    MSW Disposal.
                                 Counties, WI.
Walworth County, Wisconsin....  Walworth County, WI...  SCCW Collection.
Waupaca, Wisconsin............  Waupaca County, WI....  SCCW Collection.
Waushara, Wisconsin...........  Waushara and Winnebago  SCCW Collection.
                                 Counties, WI.
------------------------------------------------------------------------

United States District Court for the District of Columbia

    United States of America, State of Florida, State of Illinois, 
State of Minnesota, Commonwealth of Pennsylvania, and State of 
Wisconsin, Plaintiffs, v. Waste Management, Inc. and Advanced 
Disposal Services, Inc., Defendants.

Civil Action No.: 1:20-cv-3063
Judge: Hon. John D. Bates

Competitive Impact Statement

    The United States of America, under Section 2(b) of the Antitrust 
Procedures and Penalties Act, 15 U.S.C. 16(b)-(h) (the ``APPA'' or 
``Tunney Act''), files this Competitive Impact Statement relating to 
the proposed Final Judgment submitted for entry in this civil antitrust 
proceeding.

I. Nature and Purpose of the Proceeding

    On April 14, 2019, Waste Management, Inc (``WMI'') agreed to 
acquire Advanced Disposal Services, Inc. (``ADS'') for approximately 
$4.9 billion. On June 24, 2020, WMI and ADS agreed to a revised 
purchase price of approximately $4.6 billion. The United States, the 
States of Florida, Illinois, Minnesota, and Wisconsin, and the 
Commonwealth of Pennsylvania (the ``Plaintiff States'') filed a civil 
antitrust Complaint on October 23, 2020, seeking to enjoin the proposed 
acquisition. The Complaint alleges that the likely effect of this 
acquisition would be to substantially lessen competition for Small 
Container Commercial Waste (``SCCW'') collection or municipal solid 
waste (``MSW'') disposal in 57 geographic markets in the eastern United 
States in violation of Section 7 of the Clayton Act, 15 U.S.C. 18.
    At the same time the Complaint was filed, the United States and the 
Plaintiff States filed an Asset Preservation Stipulation and Order 
(``Stipulation and Order'') and proposed Final Judgment, which are 
designed to remedy the loss of competition alleged in the Complaint. 
Under the proposed Final Judgment, which is explained more fully below, 
Defendants are required to divest specified SCCW collection and MSW 
disposal assets in ten different states. Under the terms of the 
Stipulation and Order, Defendants will take certain steps to ensure 
that the assets to be divested are operated in such a way as to ensure 
that the assets continue to be ongoing, economically viable, and active 
competitors in the provision of Small Container Commercial Waste 
Collection and MSW Disposal, and that the assets maintain full economic 
viability, marketability, and competitiveness during the pendency of 
the required divestiture.
    The United States and Defendants have stipulated that the proposed 
Final Judgment may be entered after compliance with the APPA. Entry of 
the proposed Final Judgment will terminate this action, except that the 
Court will retain jurisdiction to construe, modify, or enforce the 
provisions of the

[[Page 70019]]

proposed Final Judgment and to punish violations thereof.

II. Description of Events Giving Rise to the Alleged Violation

A. The Defendants and the Proposed Transaction

    WMI is a Delaware corporation headquartered in Houston, Texas. WMI 
is the largest solid waste hauling and disposal company in the United 
States and provides waste collection, recycling, and disposal 
(including transfer) services. WMI operates in 49 states and the 
District of Columbia. For 2019, WMI reported revenues of approximately 
$15.5 billion.
    ADS is a Delaware corporation headquartered in Ponte Vedra, 
Florida. It is the fourth-largest solid waste hauling and disposal 
company in the United States and provides waste collection, recycling, 
and disposal (including transfer) services. ADS operates in 16 states, 
primarily in the Midwest, Mid-Atlantic, and Southeast regions of the 
United States. For 2019, ADS reported revenues of approximately $1.6 
billion.
    On April 14, 2019, WMI agreed to acquire all of the outstanding 
common stock of ADS for approximately $4.9 billion. On June 24, 2020, 
WMI and ADS agreed to a revised purchase price of approximately $4.6 
billion.

B. Relevant Product Markets

1. Small Container Commercial Waste Collection
    As alleged in the Complaint, SCCW (small container commercial 
waste) collection is a relevant product market. Waste collection 
firms--also called haulers--collect MSW (municipal solid waste) from 
residential, commercial, and industrial establishments, and transport 
that waste to a disposal site, such as a transfer station, landfill or 
incinerator, for processing and disposal.
    SCCW collection is the business of collecting MSW from commercial 
and industrial accounts, usually in small containers (i.e., dumpsters 
with one to ten cubic yards capacity), and transporting or hauling that 
waste to a disposal site. Typical SCCW collection customers include 
office and apartment buildings and retail establishments (e.g., stores 
and restaurants).
    SCCW collection is distinct from the collection of other types of 
waste such as residential and roll-off waste, each of which is subject 
to its own regulatory scheme dictating the manner in which it must be 
collected. An individual commercial customer typically generates 
substantially more MSW than a residential customer. To handle this high 
volume of MSW efficiently, haulers often provide commercial customers 
with small containers for storing the waste. Haulers organize their 
commercial accounts into routes, and collect and transport the MSW 
generated by these accounts in front-end load (``FEL'') trucks uniquely 
well suited for commercial waste collection.
    On a typical SCCW collection route, an operator drives a FEL truck 
to the customer's container, engages a mechanism that grasps and lifts 
the container over the front of the truck, and empties the container 
into the vehicle's storage section where the waste is compacted and 
stored. The operator continues along the route, collecting MSW from 
each of the commercial accounts, until the vehicle is full. The 
operator then drives the FEL truck to a disposal facility, such as a 
transfer station, landfill, or incinerator, and empties the contents of 
the vehicle. Depending on the number of locations and amount of waste 
collected on the route, the operator may make one or more trips to the 
disposal facility in servicing the route.
    In contrast to an SCCW collection route, a residential waste 
collection route is highly labor intensive. A residential customer's 
MSW is typically stored in much smaller containers, (e.g., garbage bags 
or trash cans) and instead of using an FEL manned by a single operator, 
residential waste collection haulers routinely use rear-end load or 
side-load trucks manned by two- or three-person teams. On residential 
routes, crews often hand-load the customer's MSW by tossing garbage 
bags and emptying trash cans into the vehicle's storage section. In 
light of these differences, haulers typically organize commercial 
customers into separate routes from residential customers.
    Roll-off collection also is not a substitute for SCCW collection. A 
roll-off container is much larger than an SCCW container, and is 
serviced by a truck capable of carrying a roll-off container rather 
than an FEL. Unlike SCCW customers, multiple roll-off customers are not 
served between trips to the disposal site because each roll-off truck 
is typically capable of carrying only one roll-off container at a time.
    Other types of waste collection, such as hazardous or medical waste 
collection, also are not substitutes for SCCW collection. These forms 
of collection differ from SCCW collection in the hauling equipment 
required, the volume of waste collected, and the facilities where the 
waste is disposed.
    The Complaint alleges that, absent competition from other SCCW 
collection firms, SCCW collection providers could profitably increase 
their prices without losing significant sales to firms engaged in the 
provision of other types of waste collection services. In other words, 
in the event of a small but significant price increase for SCCW 
collection, customers would not substitute to other forms of collection 
in sufficient numbers so as to render the price increase unprofitable. 
Accordingly, the Complaint alleges that SCCW collection is therefore a 
line of commerce, or relevant product market, for purposes of analyzing 
the effects of the acquisition under Section 7 of the Clayton Act.
2. Municipal Solid Waste Disposal
    As alleged in the Complaint, MSW disposal is a relevant product 
market. MSW is solid putrescible waste generated by households and 
commercial establishments such as retail stores, offices, restaurants, 
warehouses, and industrial facilities. MSW has physical characteristics 
that readily distinguish it from other liquid or solid waste (e.g., 
waste from manufacturing processes, regulated medical waste, sewage, 
sludge, hazardous waste, or waste generated by construction or 
demolition sites).
    Haulers must dispose of all MSW at a permitted disposal facility. 
There are three main types of disposal facilities--landfills, 
incinerators, and transfer stations. Such facilities must be located on 
approved types of land and operated under prescribed procedures. 
Federal, state, and local safety, environmental, zoning, and permit 
laws and regulations dictate critical aspects of storage, handling, 
transportation, processing and disposal of MSW. In less densely 
populated areas, MSW often is disposed of directly into landfills that 
are permitted and regulated by a state and the federal government. 
Landfill permit restrictions often impose limitations on the type and 
amount of waste that can be deposited. In many urban and suburban 
areas, however, landfills are scarce due to high population density and 
the limited availability of suitable land. As a result, MSW generated 
in such areas often is burned in an incinerator or taken to a transfer 
station. A transfer station is an intermediate disposal site for the 
processing and temporary storage of MSW before it is transferred, in 
bulk, to more distant landfills or incinerators for final disposal.
    Some haulers--including WMI and ADS--are vertically integrated and 
operate their own disposal facilities. Vertically-integrated haulers 
often prefer to dispose of waste at their own

[[Page 70020]]

disposal facilities. Depending on the market, vertically-integrated 
haulers may sell a portion of their disposal capacity to customers in 
need of access to a disposal facility. These disposal customers include 
independent (non-vertically integrated) and municipally-owned haulers. 
Disposal customers rely on the availability of cost-competitive 
disposal capacity to serve their own collection customers and to 
compete for new ones.
    According to the Complaint, due to strict laws and regulations that 
govern the disposal of MSW, there are no reasonable substitutes for MSW 
disposal, which must occur at landfills, incinerators, or transfer 
stations. Thus, in the event of a small but significant price increase 
from MSW disposal firms, customers would not substitute to other forms 
of disposal in sufficient numbers so as to render the price increase 
unprofitable. Accordingly, the Complaint alleges that MSW disposal is a 
line of commerce, or relevant product market, for purposes of analyzing 
the effects of the acquisition under Section 7 of the Clayton Act.

C. Relevant Geographic Markets

1. Small Container Commercial Waste Collection
    As alleged in the Complaint, SCCW collection generally is provided 
in highly localized areas. This is because a hauler needs a large 
number of commercial accounts that are reasonably close together to 
operate efficiently and profitably. If there is significant travel time 
between customers, then the hauler earns less money for the time that 
the truck operates. Haulers, therefore, try to minimize the ``dead 
time'' in which the truck is operating and incurring costs from fuel, 
wear and tear, and labor, but not generating revenue from collecting 
waste. Likewise, customers must be near the hauler's base of operations 
as it would be unprofitable for a truck to travel a long distance to 
the start of a route. Haulers, therefore, generally establish garages 
and related facilities to serve as bases within each area served.
    As alleged in the Complaint, as currently contemplated, the 
transaction would likely cause harm in 33 relevant geographic markets 
for SCCW collection located in six states: Alabama, Florida, Georgia, 
South Carolina, Minnesota, and Wisconsin (identified in Appendix A). In 
each of these markets, a hypothetical monopolist of SCCW collection 
could profitably impose a small but significant non-transitory increase 
in price to local customers without losing significant sales to more 
distant competitors. Accordingly, the Complaint alleges that each of 
the areas listed in Appendix A constitutes a relevant geographic market 
and section of the country for purposes of analyzing the effects of the 
acquisition under Section 7 of the Clayton Act.
2. Municipal Solid Waste Disposal
    Collection trucks transport MSW to landfills, incinerators, and 
transfer stations for disposal. The price and availability of disposal 
sites close to a hauler's routes are major factors that determine a 
hauler's competitiveness and profitability, as the cost of transporting 
MSW to a disposal site--including fuel, regular truck maintenance, and 
hourly labor--is a substantial component of the total cost of disposal. 
Haulers also prefer nearby disposal sites to minimize the FEL dead 
time. Due to the costs associated with travel time and customers' 
preference to have disposal sites close by, an MSW disposal provider 
must have local disposal facilities to be competitive. The relevant 
markets for MSW disposal markets are therefore local, often consisting 
no more than a few counties.
    As alleged in the Complaint, as currently contemplated, the 
transaction would likely cause harm in 24 relevant geographic markets 
for MSW disposal located in eight states: Alabama, Florida, Georgia, 
Illinois, Indiana, Michigan, Pennsylvania, and Wisconsin (identified in 
Appendix B). In each of these local markets, a hypothetical monopolist 
of MSW disposal could profitably impose a small but significant non-
transitory increase in price for the disposal of MSW without losing 
significant sales to more distant disposal sites.
    Accordingly, the Complaint alleges that each of the areas listed in 
Appendix B constitutes a relevant geographic market and section of the 
country for purposes of analyzing the effects of the acquisition under 
Section 7 of the Clayton Act.

D. Anticompetitive Effects of the Proposed Transaction

    According to the Complaint, the proposed transaction would 
substantially lessen competition and harm consumers in each alleged 
relevant market by eliminating the substantial head-to-head competition 
that currently exists between WMI and ADS. Businesses, municipalities, 
independent haulers, and other customers would pay higher prices as a 
result of the acquisition.
    WMI's acquisition of ADS would remove a significant competitor for 
SCCW collection and MSW disposal in markets that are already highly 
concentrated and difficult to enter. WMI and ADS compete head-to-head 
for SCCW collection and/or MSW disposal customers in each of the 57 
geographic markets identified in Appendices A and B. In these 
geographic markets, WMI and ADS each account for a substantial share of 
total revenue generated from SCCW collection and/or MSW disposal and, 
in each relevant market, are two of no more than four significant 
(i.e., not fringe) competitors. See Appendices A and B (providing a 
complete list of the number of significant competitors in each relevant 
market pre-merger). In each SCCW collection market alleged, collection 
customers including offices, apartment buildings, and retail 
establishments, have been able to secure better collection rates and 
improved service by threatening to switch to the competing SCCW hauler. 
Likewise, in each MSW disposal market alleged, independent haulers and 
municipalities have been able to negotiate more favorable disposal 
rates by threatening to move waste to the other competitor's disposal 
facilit(ies). In each of the relevant markets identified in Appendices 
A and B, the resulting increase in concentration, loss of competition, 
and the unlikeliness of significant entry or expansion would likely 
result in higher prices, lower quality and level of service, and 
reduced choice for SCCW collection and MSW disposal customers.

E. Difficulty of Entry

1. Difficulty of Entry Into Small Container Commercial Waste Collection
    According to the Complaint, entry of new competitors into SCCW 
collection in each of the relevant markets identified in Appendix A 
would be difficult and time-consuming and is unlikely to prevent the 
harm to competition that is likely to result if the proposed 
transaction is consummated.
    A new entrant in SCCW collection could not provide a significant 
competitive constraint on the prices that market incumbents charge 
until achieving a minimum efficient scale and operating efficiency 
comparable to existing competitors. In order to obtain a comparable 
operating efficiency, a new competitor would have to achieve route 
densities similar to those of firms already in the market. Incumbents 
in a geographic market, however, can prevent new entrants from winning 
a large enough base of customers by selectively lowering prices and 
entering into longer term contracts with collection customers.
    2. Difficulty of Entry Into Municipal Solid Waste Disposal

[[Page 70021]]

    According to the Complaint, entry of new competitors into MSW 
disposal in each of the relevant markets identified in Appendix B would 
be difficult and time-consuming and is unlikely to prevent the harm to 
competition that is likely to result if the proposed transaction is 
consummated.
    A new entrant in MSW disposal would need to obtain a permit to 
construct a disposal facility or to expand an existing one, and this 
process is costly and time-consuming, typically taking many years. Land 
suitable for MSW disposal is scarce as a landfill must be constructed 
away from environmentally-sensitive areas, including fault zones, 
wetlands, flood plains, and other restricted areas. Even when suitable 
land is available, local public opposition frequently increases the 
time and uncertainty of the permitting process. Construction of a new 
transfer station or incinerator also is difficult and time consuming 
and faces many of the same challenges as new landfill construction, 
including local public opposition.
    Entry by constructing and permitting a new MSW disposal facility 
would thus be costly and time-consuming and unlikely to prevent market 
incumbents from significantly raising prices for MSW disposal in each 
of the disposal markets following the acquisition.

III. Explanation of the Proposed Final Judgment

    The divestitures required by the proposed Final Judgment will 
remedy the loss of competition alleged in the Complaint by establishing 
an independent and economically viable competitor in each of the SCCW 
collection and MSW disposal markets alleged in the Complaint.
    Paragraph IV(A) of the proposed Final Judgment requires that the 
Divestiture Assets (capitalized terms are defined in the proposed Final 
Judgment) be divested within 30 days after the entry of the Stipulation 
and Order by the court to GFL Environmental Inc., or an alternative 
Acquirer acceptable to the United States, in its sole discretion, after 
consultation with the Plaintiff States. The assets must be divested in 
such a way as to satisfy the United States in its sole discretion, 
after consultation with the Plaintiff States, that the assets can and 
will be operated by the purchaser as a viable, ongoing SCCW collection 
and MSW disposal business that can compete effectively in each of the 
markets alleged in the Complaint.
    The Divestiture Assets are defined as all tangible and intangible 
assets relating to or used in connection with the MSW disposal assets 
identified in Paragraphs II(O)(1) and II(O)(2) of the proposed Final 
Judgment and the SCCW collection assets identified in Paragraphs 
II(O)(3) and II(O)(4) of the proposed Final Judgment. The Divestiture 
Assets include 15 landfills, 37 transfer stations, 29 hauling 
locations, and over 200 Routes. The Divestiture Assets also include, 
inter alia, in each MSW disposal market alleged: All tangible and 
intangible property and assets related to or used in connection with 
the transfer stations and landfills, and in each SCCW collection market 
alleged: All intangible and tangible assets related to or used in 
connection with the Routes except for what the proposed Final Judgment 
defines as Straddle Contracts and the hauling facilities identified in 
Appendix C.
    Paragraph IV(K) of the proposed Final Judgment facilitates the 
transfer of customers and other contractual relationships, except for 
Straddle Contracts, to the Acquirer. Defendants must transfer all 
contracts, agreements, and relationships to the Acquirer and must make 
best efforts to assign, subcontract, or otherwise transfer contracts or 
agreements that require the consent of another party before assignment, 
subcontracting or other transfer. Straddle Contracts, which are defined 
in Paragraph II(P) as customer waste or recycling contracts that 
include a combination of services and/or collection stops included in 
the Divestiture Assets and services and/or collection stops not 
included in the Divestiture Assets, and that make up a small portion of 
the divestiture package, are required under Paragraph IV(L) to be 
divested at the option of the Acquirer so that the Acquirer will have 
the option to acquire the customer contracts which it determines it can 
efficiently and profitably serve.
    The hauling facilities listed in Appendix C are not part of the 
Divestiture Assets because the Acquirer will acquire other hauling 
locations from which it can competitively run the acquired Routes in 
those areas. In certain markets, the Divestiture Assets include not 
only SCCW collection and MSW disposal assets, but also other collection 
assets including Roll-Off, Residential, and Recycling assets, which 
should enhance the viability of the Divestiture Assets.
    The proposed Final Judgment contains several provisions to 
facilitate the transition of the Divestiture Assets to the Acquirer. 
First, Paragraph IV(N) of the proposed Final Judgment requires 
Defendants, at the Acquirer's option, to enter into a transition 
services agreement for back office, human resources, accounting, 
employee health and safety, and information technology services and 
support for the Divestiture Assets for a period of up to six months. 
The paragraph further provides that the United States, in its sole 
discretion, may approve one or more extensions of this transition 
services agreement for a total of up to an additional six months.
    Second, Paragraph IV(O) of the proposed Final Judgment requires 
Defendants, at the Acquirer's option, to enter into a contract to 
provide rights to landfill disposal at ADS's Orchard Hill's landfill 
for a period of up to three years. The paragraph further provides that 
the United States, in its sole discretion, may approve one or more 
extensions of the agreement for a total of up to two additional years. 
The proposed Final Judgment also requires Defendants to operate gates, 
side houses, and disposal areas for the benefit of the Acquirer under 
terms and conditions that are no less favorable than those provided to 
WMI's own vehicles. This provision is intended to give the Acquirer an 
efficient outlet for the waste that it will receive at the West Elburn 
Transfer Station as it establishes itself in the market.
    The proposed Final Judgment also contains provisions intended to 
facilitate the Acquirer's efforts to hire certain employees. Paragraph 
IV(I) of the proposed Final Judgment requires Defendants to provide the 
Acquirer, the United States, and the Plaintiff States with organization 
charts and information relating to certain employees and to make them 
available for interviews. It also provides that Defendants must not 
interfere with any negotiations by the Acquirer to hire these 
employees. In addition, for employees who elect employment with the 
Acquirer, Defendants must waive all non-compete and non-disclosure 
agreements, vest all unvested pension and other equity rights, provide 
any pay pro-rata, provide all other compensation and benefits that 
those employees have fully or partially accrued, and provide all other 
benefits that those employees otherwise would have been provided had 
those employees continued employment with Defendants, including but not 
limited to any retention bonuses or payments. This paragraph further 
provides that the Defendants may not solicit to hire any employees who 
elect employment with the Acquirer, unless that individual is 
terminated or laid off by the Acquirer or the Acquirer agrees in 
writing that the Defendants may solicit or hire that individual. The 
non-solicitation period runs for 12 months from the date of the 
divestiture.

[[Page 70022]]

    If the Defendants do not accomplish the divestiture within the 
period prescribed in Section IV of the proposed Final Judgment, Section 
V of the proposed Final Judgment provides that the Court will appoint a 
divestiture trustee selected by the United States to effect the 
divestiture. If a divestiture trustee is appointed, the proposed Final 
Judgment provides that the Defendants will pay all costs and expenses 
of the trustee. The divestiture trustee's commission will be structured 
so as to provide an incentive for the trustee based on the price 
obtained and the speed with which the divestiture is accomplished. 
After the divestiture trustee's appointment becomes effective, the 
trustee will provide monthly reports to the Plaintiffs setting forth 
his or her efforts to accomplish the divestiture. At the end of six 
months, if the divestiture has not been accomplished, the United States 
may make recommendations to the Court, which may enter such orders as 
appropriate, in order to carry out the purpose of the Final Judgment, 
including by extending the trust or the term of the divestiture 
trustee's appointment.
    Section XI of the proposed Final Judgment requires WMI to notify 
the United States and any Plaintiff State in which any of the assets or 
interests are located in advance of acquiring, directly or indirectly 
(including by asset swap), in a transaction that would not otherwise be 
reportable under the Hart-Scott-Rodino Antitrust Improvements Act of 
1976, as amended, 15 U.S.C. 18a (the ``HSR Act''), any interest in any 
business engaged in waste collection or disposal in a market where the 
Complaint alleged a violation, which are listed in Appendix D. The 
proposed Final Judgment further provides for waiting periods and 
opportunities for the United States to obtain additional information 
analogous to the provisions of the HSR Act. The notification 
requirement applies when the acquired business's annual revenues from 
the relevant service in the market exceeded $500,000 for the 12 months 
preceding the proposed acquisition. Because many of the markets alleged 
in the Complaint are highly concentrated, it is important for the 
Division and Plaintiff States to receive notice of even small 
transactions that have the potential to reduce competition in these 
markets. Requiring notification of any such acquisition will permit the 
United States to assess the competitive effects of that acquisition 
before it is consummated and, if necessary, seek to enjoin the 
transaction.
    The proposed Final Judgment also contains provisions designed to 
promote compliance and make enforcement of the Final Judgment as 
effective as possible. Paragraph XIV(A) provides that the United States 
retains and reserves all rights to enforce the Final Judgment, 
including the right to seek an order of contempt from the Court. Under 
the terms of this paragraph, Defendants have agreed that in any civil 
contempt action, any motion to show cause, or any similar action 
brought by the United States regarding an alleged violation of the 
Final Judgment, the United States may establish the violation and the 
appropriateness of any remedy by a preponderance of the evidence and 
that the Defendants have waived any argument that a different standard 
of proof should apply. This provision aligns the standard for 
compliance with the Final Judgment with the standard of proof that 
applies to the underlying offense that the Final Judgment addresses.
    Paragraph XIV(B) provides additional clarification regarding the 
interpretation of the provisions of the proposed Final Judgment. The 
proposed Final Judgment is intended to restore competition the United 
States and Plaintiff States allege would otherwise be harmed by the 
transaction. The Defendants agree that they will abide by the proposed 
Final Judgment, and that they may be held in contempt of this Court for 
failing to comply with any provision of the proposed Final Judgment 
that is stated specifically and in reasonable detail, as interpreted in 
light of this procompetitive purpose.
    Paragraph XIV(C) of the proposed Final Judgment provides that if 
the Court finds in an enforcement proceeding that a Defendant has 
violated the Final Judgment, the United States may apply to the Court 
for a one-time extension of the Final Judgment, together with such 
other relief as may be appropriate. In addition, to compensate American 
taxpayers for any costs associated with investigating and enforcing 
violations of the Final Judgment, Paragraph XIV(C) provides that in any 
successful effort by the United States to enforce the Final Judgment 
against a Defendant, whether litigated or resolved before litigation, 
that Defendant will reimburse the United States for attorneys' fees, 
experts' fees, and other costs incurred in connection with any effort 
to enforce the Final Judgment, including the investigation of the 
potential violation.
    Paragraph XIV(D) states that the United States may file an action 
against a Defendant for violating the Final Judgment for up to four 
years after the Final Judgment has expired or been terminated. This 
provision is meant to address circumstances such as when evidence that 
a violation of the Final Judgment occurred during the term of the Final 
Judgment is not discovered until after the Final Judgment has expired 
or been terminated or when there is not sufficient time for the United 
States to complete an investigation of an alleged violation until after 
the Final Judgment has expired or been terminated. This provision, 
therefore, makes clear that, for four years after the Final Judgment 
has expired or been terminated, the United States may still challenge a 
violation that occurred during the term of the Final Judgment.
    Finally, Section XV of the proposed Final Judgment provides that 
the Final Judgment will expire ten years from the date of its entry, 
except that after five years from the date of its entry, the Final 
Judgment may be terminated upon notice by the United States to the 
Court and the Defendants that the divestiture has been completed and 
that continuation of the Final Judgment is no longer necessary or in 
the public interest.

IV. Remedies Available to Potential Private Litigants

    Section 4 of the Clayton Act, 15 U.S.C. 15, provides that any 
person who has been injured as a result of conduct prohibited by the 
antitrust laws may bring suit in federal court to recover three times 
the damages the person has suffered, as well as costs and reasonable 
attorneys' fees. Entry of the proposed Final Judgment neither impairs 
nor assists the bringing of any private antitrust damage action. Under 
the provisions of Section 5(a) of the Clayton Act, 15 U.S.C. 16(a), the 
proposed Final Judgment has no prima facie effect in any subsequent 
private lawsuit that may be brought against Defendants.

V. Procedures Available for Modification of the Proposed Final Judgment

    The United States and Defendants have stipulated that the proposed 
Final Judgment may be entered by the Court after compliance with the 
provisions of the APPA, provided that the United States has not 
withdrawn its consent. The APPA conditions entry upon the Court's 
determination that the proposed Final Judgment is in the public 
interest.
    The APPA provides a period of at least 60 days preceding the 
effective date of the proposed Final Judgment within which any person 
may submit to the United States written comments regarding the proposed 
Final Judgment. Any person who wishes to comment should do so within 60 
days of the date

[[Page 70023]]

of publication of this Competitive Impact Statement in the Federal 
Register, or the last date of publication in a newspaper of the summary 
of this Competitive Impact Statement, whichever is later. All comments 
received during this period will be considered by the U.S. Department 
of Justice, which remains free to withdraw its consent to the proposed 
Final Judgment at any time before the Court's entry of the Final 
Judgment. The comments and the response of the United States will be 
filed with the Court. In addition, comments will be posted on the U.S. 
Department of Justice, Antitrust Division's internet website and, under 
certain circumstances, published in the Federal Register.
    Written comments should be submitted to: Katrina Rouse, Chief, 
Defense, Industrials, and Aerospace Section, Antitrust Division, U.S. 
Department of Justice, 450 Fifth Street NW, Suite 8700, Washington, DC 
20530.
    The proposed Final Judgment provides that the Court retains 
jurisdiction over this action, and the parties may apply to the Court 
for any order necessary or appropriate for the modification, 
interpretation, or enforcement of the Final Judgment.

VI. Alternatives to the Proposed Final Judgment

    As an alternative to the proposed Final Judgment, the United States 
considered a full trial on the merits against Defendants. The United 
States could have continued the litigation and sought preliminary and 
permanent injunctions against WMI's acquisition of ADS. The United 
States is satisfied, however, that the divestiture of assets described 
in the proposed Final Judgment will remedy the anticompetitive effects 
alleged in the Complaint, preserving competition for the provision of 
SCCW collection and MSW disposal in each of the geographic markets 
alleged in the Complaint. Thus, the proposed Final Judgment achieves 
all or substantially all of the relief the United States would have 
obtained through litigation, but avoids the time, expense, and 
uncertainty of a full trial on the merits of the Complaint.

VII. 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. 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 
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. 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); United States v. 
U.S. Airways Grp., 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 a 
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 mechanism to enforce the final judgment 
are clear and manageable'').
    As the U.S. 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 proposed Final Judgment is 
sufficiently clear, whether its enforcement mechanisms are sufficient, 
and whether it may positively harm third parties. See Microsoft, 56 
F.3d at 1458-62. With respect to the adequacy of the relief secured by 
the proposed Final Judgment, a court may not ``make de novo 
determination of facts and issues.'' United States v. W. Elec. Co., 993 
F.2d 1572, 1577 (D.C. Cir. 1993) (quotation marks omitted); see also 
Microsoft, 56 F.3d at 1460-62; United States v. Alcoa, Inc., 152 F. 
Supp. 2d 37, 40 (D.D.C. 2001); United States v. Enova Corp., 107 F. 
Supp. 2d 10, 16 (D.D.C. 2000); 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.'' W. 
Elec. Co., 993 F.2d at 1577 (quotation marks omitted). ``The court 
should bear in mind the flexibility of the public interest inquiry: The 
court's function is not to determine whether the resulting array of 
rights and liabilities is one that will best serve society, but only to 
confirm that the resulting settlement is within the reaches of the 
public interest.'' Microsoft, 56 F.3d at 1460 (quotation marks 
omitted); see also United States v. Deutsche Telekom AG, No. 19-2232 
(TJK), 2020 WL 1873555, at *7 (D.D.C. Apr. 14, 2020). More demanding 
requirements would ``have enormous practical consequences for the 
government's ability to negotiate future settlements,'' contrary to 
congressional intent. Id. at 1456. ``The Tunney Act was not intended to 
create a disincentive to the use of the consent decree.'' Id.
    The United States' predictions about the efficacy of the remedy are 
to be afforded deference by the Court. See, e.g., Microsoft, 56 F.3d at 
1461 (recognizing courts should give ``due respect to the Justice 
Department's . . . view of the nature of its case''); United States v. 
Iron Mountain, Inc., 217 F. Supp. 3d 146, 152-53 (D.D.C. 2016) (``In 
evaluating objections to settlement agreements under the Tunney Act, a 
court must be mindful that [t]he government need not prove that the 
settlements will perfectly remedy the alleged antitrust harms[;] it 
need only provide a factual basis for concluding that the settlements 
are reasonably adequate remedies for the alleged harms.'') (internal 
citations omitted); United States v. Republic Servs., Inc., 723 F. 
Supp. 2d 157, 160 (D.D.C. 2010) (noting ``the deferential review to 
which the government's proposed remedy is accorded''); United States v. 
Archer-Daniels-Midland Co., 272 F. Supp. 2d 1, 6 (D.D.C. 2003) (``A 
district court must accord due respect to the government's prediction 
as to the effect of proposed remedies, its perception of the market 
structure, and its view of the nature of the case.''). The ultimate 
question is whether ``the remedies [obtained by the Final Judgment 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 
W. Elec. Co., 900 F.2d at 309).
    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

[[Page 70024]]

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 (``[T]he `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.
    In its 2004 amendments to the APPA, Congress made clear its intent 
to preserve the practical benefits of using consent judgments proposed 
by the United States in antitrust enforcement, Public Law 108-237 Sec.  
221, and added 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. 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) (statement of 
Sen. Tunney). ``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 (citing Enova 
Corp., 107 F. Supp. 2d at 17).

VIII. Determinative Documents

    There are no determinative materials or documents within the 
meaning of the APPA that were considered by the United States in 
formulating the proposed Final Judgment.

Dated: October 23, 2020.

Respectfully submitted,
-----------------------------------------------------------------------
Jeremy W. Cline, (D.C. Bar #1011073),
U.S. Department of Justice, Antitrust Division, Defense, 
Industrials, and Aerospace Section, 450 Fifth Street NW, Suite 8700, 
Washington, DC 20530, (202) 598-2294, [email protected].

Appendix A: SCCW Geographic Markets and Number of Significant 
Competitors Pre-Merger

                    Small Container Commercial Waste
------------------------------------------------------------------------
                                                             Number of
                                 Counties/municipalities    significant
       Geographic market            within geographic       competitors
                                          market            pre-merger
------------------------------------------------------------------------
1. Lee County, Alabama.........  Lee County, AL.........               3
2. Macon County, Alabama.......  Macon County, AL.......               2
3. Mobile, Alabama.............  City of Mobile, AL.....               3
4. Montgomery County, Alabama..  Montgomery County, AL..               3
5. Tuscaloosa, Alabama.........  City of Tuscaloosa, AL.               3
6. Jacksonville, Florida.......  Duvall, St. Johns, and                3
                                  Clay Counties, FL.
7. Ocala, Florida..............  Marion and Citrus                     3
                                  Counties, FL.
8. Augusta, Georgia............  Columbia and Richmond                 4
                                  Counties, GA and
                                  Edgefield and Aiken
                                  Counties, SC.
9. Rochester, Minnesota........  City of Rochester, MN..               3
10. St. Cloud, Minnesota.......  City of St. Cloud, MN..               3
11. Calumet County, Wisconsin..  Calumet County, WI.....               2
12. Clark, Wisconsin...........  Clark and Taylor                      3
                                  Counties, WI.
13. Dane County, Wisconsin.....  Dane County, WI........               3
14. Fond du Lac and Sheboygan,   Dodge, Fond du Lac,                   2
 Wisconsin.                       Ozaukee, Sheboygan,
                                  and Washington
                                  Counties, WI.
15. Green Bay, Wisconsin.......  Brown and Outagamie                   4
                                  Counties, WI.
16. Green County, Wisconsin....  Green County, WI.......               3
17. Green Lake, Wisconsin......  Columbia, Green Lake,                 2
                                  and Marquette
                                  Counties, WI.
18. Eau Claire, Wisconsin......  Chippewa and Eau Claire               4
                                  Counties, WI.
19. Jackson County, Wisconsin..  Jackson County, WI.....               3
20. Jefferson County, Wisconsin  Jefferson County, WI...               3
21. Kenosha County, Wisconsin..  Kenosha County, WI.....               2
22. Kewaunee County, Wisconsin.  Kewaunee County, WI....               2
23. Langlade, Wisconsin........  Langlade, Lincoln,                    2
                                  Oneida, and Shawano
                                  Counties, WI.
24. Manitowoc County, Wisconsin  Manitowoc County, WI...               3
25. Mar-Oco, Wisconsin.........  Marinette and Oconto                  3
                                  Counties, WI.
26. Marathon, Wisconsin........  Marathon, Portage, and                3
                                  Wood Counties, WI.
27. Milwaukee, Wisconsin.......  Milwaukee, Racine, and                2
                                  Waukesha Counties, WI.
28. Price County, Wisconsin....  Price County, WI.......               3
29. Rock County, Wisconsin.....  Rock County, WI........               3
30. Sauk County, Wisconsin.....  Sauk County, WI........               3
31. Walworth County, Wisconsin.  Walworth County, WI....               3
32. Waupaca, Wisconsin.........  Waupaca County, WI.....               4
33. Waushara, Wisconsin........  Waushara and Winnebago                2
                                  Counties, WI.
------------------------------------------------------------------------


[[Page 70025]]

Appendix B: MSW Disposal Geographic Markets and Number of Significant 
Competitors Pre-Merger

                              MSW Disposal
------------------------------------------------------------------------
                                                             Number of
                                 Counties/municipalities    significant
       Geographic market            within geographic       competitors
                                          market            pre-merger
------------------------------------------------------------------------
1. East Central, Alabama.......  Lee and Macon Counties,               2
                                  AL.
2. Mobile, Alabama.............  City of Mobile, AL.....               3
3. Phenix City, Alabama........  Phenix City, AL........               2
4. Ocala, Florida..............  Marion and Citrus                     3
                                  Counties, FL.
5. Atlanta, Georgia............  Cherokee, Forsyth,                    3
                                  Gwinnett, Fulton,
                                  Clayton, and Cobb
                                  Counties, GA.
6. Kane County, Illinois.......  Kane County, IL........               3
7. Lake County, Illinois.......  Lake County, IL........               3
8. Northern Cook County,         Area west of Interstate               4
 Illinois.                        94 and north of
                                  Interstate 90 in Cook
                                  County, Illinois.
9. Fort Wayne, Indiana.........  Allen, Kosciusko, and                 3
                                  Whitley Counties, IN.
10. Detroit, Michigan..........  Wayne, Macomb and                     4
                                  Oakland Counties, MI.
11. Bedford County,              Bedford County, PA.....               2
 Pennsylvania.
12. Fayette County,              Fayette and Greene                    4
 Pennsylvania.                    Counties, PA.
13. Indiana County,              Clarion, Jefferson, and               3
 Pennsylvania.                    Indiana Counties, PA.
14. Somerset County,             Cambria and Somerset                  2
 Pennsylvania.                    Counties, PA.
15. State College, Pennsylvania  Centre and Clearfield                 3
                                  Counties, PA.
16. Dane County, Wisconsin.....  Dane County, WI........               3
17. Eau Claire, Wisconsin......  Chippewa and Eau Claire               2
                                  Counties, WI.
18. Fond du Lac and Sheboygan,   Dodge, Fond du Lac,                   2
 Wisconsin.                       Ozaukee, Sheboygan,
                                  and Washington
                                  Counties, WI.
19. Greater Green Bay,           Brown, Outagamie, and                 2
 Appleton, Oshkosh, Wisconsin.    Winnebago Counties, WI.
20. Greater Manitowoc,           Calumet, Kewaunee, and                2
 Wisconsin.                       Manitowoc Counties, WI.
21. Green County, Wisconsin....  Green County, WI.......               3
22. Janesville, Wisconsin......  Jefferson, Rock, and                  3
                                  Walworth Counties, WI.
23. Milwaukee, Wisconsin.......  Milwaukee, Racine, and                2
                                  Waukesha Counties, WI.
24. St. Croix, Wisconsin.......  Pierce and St. Croix                  3
                                  Counties, WI.
------------------------------------------------------------------------

Appendix C: List of Retained Hauling Facilities

III. Florida

    a. WMI's hauling facility located at 8708 NE 44th Drive, 
Wildwood, Florida 34785;
    b. WMI's hauling facility located at 6501 Greenland Road, 
Jacksonville, Florida 32258.

IV. Wisconsin

    a. ADS's hauling facility located at 2301 W B R Townline Road, 
Beloit, Wisconsin 53511;
    b. WMI's hauling facility located at 301 Thomas Street, Fond du 
Lac, Wisconsin 54935;
    c. ADS's hauling facility located at 2626 Mondovi Road, Eau 
Claire, Wisconsin 54701;
    d. ADS's hauling facility located at 559 Progress Drive, 
Hartland, Wisconsin 53029.

V. Illinois

    a. ADS's hauling facility located at 2230 Ernie Krueger Circle, 
Waukegan, Illinois 60087.

VI. Georgia

    a. ADS's hauling facility located at 5734 Columbia Road, 
Grovetown, GA 30813.

Appendix D: Areas for Which the Notice Provision in Paragraph XI(A) of 
the Proposed Final Judgment Applies

------------------------------------------------------------------------
                                       Counties/
       Geographic market         municipalities within  Relevant service
                                   geographic market
------------------------------------------------------------------------
East Central, Alabama.........  Lee and Macon           MSW Disposal.
                                 Counties, AL.
Lee County, Alabama...........  Lee County, AL........  SCCW Collection.
Macon County, Alabama.........  Macon County, AL......  SCCW Collection.
Mobile, Alabama...............  City of Mobile, AL....  SCCW Collection
                                                         and MSW
                                                         Disposal.
Montgomery County, Alabama....  Montgomery County, AL.  SCCW Collection.
Phenix City, Alabama..........  Phenix City, AL.......  MSW Disposal.
Tuscaloosa, Alabama...........  City of Tuscaloosa, AL  SCCW Collection.
Jacksonville, Florida.........  Duvall, St. Johns, and  SCCW Collection.
                                 Clay Counties, FL.
Ocala, Florida................  Marion and Citrus       SCCW Collection
                                 Counties, FL.           and MSW
                                                         Disposal.
Atlanta, Georgia..............  Cherokee, Forsyth,      MSW Disposal.
                                 Gwinnett, Fulton,
                                 Clayton, and Cobb
                                 Counties, GA.
Augusta, Georgia..............  Columbia and Richmond   SCCW Collection.
                                 Counties, GA and
                                 Edgefield and Aiken
                                 Counties, SC.
Kane County, Illinois.........  Kane County, IL.......  MSW Disposal.
Lake County, Illinois.........  Lake County, IL.......  MSW Disposal.
Northern Cook County, Illinois  Area west of            MSW Disposal.
                                 Interstate 94 and
                                 north of Interstate
                                 90 in Cook County,
                                 Illinois.
Fort Wayne, Indiana...........  Allen, Kosciusko, and   MSW Disposal.
                                 Whitley Counties, IN.

[[Page 70026]]

 
Detroit, Michigan.............  Wayne, Macomb and       MSW Disposal.
                                 Oakland Counties, MI.
Rochester, Minnesota..........  City of Rochester, MN.  SCCW Collection.
St. Cloud, Minnesota..........  City of St. Cloud, MN.  SCCW Collection.
State College, Pennsylvania...  Centre and Clearfield   MSW Disposal.
                                 Counties, PA.
Indiana County, Pennsylvania..  Clarion, Jefferson,     MSW Disposal.
                                 and Indiana Counties,
                                 PA.
Fayette County, Pennsylvania..  Fayette and Greene      MSW Disposal.
                                 Counties, PA.
Somerset County, Pennsylvania.  Cambria and Somerset    MSW Disposal.
                                 Counties, PA.
Bedford County, Pennsylvania..  Bedford County, PA....  MSW Disposal.
Greater Green Bay, Appleton,    Brown, Outagamie, and   MSW Disposal.
 Oshkosh, Wisconsin.             Winnebago Counties,
                                 WI.
Calumet County, Wisconsin.....  Calumet County, WI....  SCCW Collection.
Clark, Wisconsin..............  Clark and Taylor        SCCW Collection.
                                 Counties, WI.
Dane County, Wisconsin........  Dane County, WI.......  SCCW Collection
                                                         and MSW
                                                         Disposal.
Eau Claire, Wisconsin.........  Chippewa and Eau        SCCW Collection
                                 Claire Counties, WI.    and MSW
                                                         Disposal.
Fond du Lac and Sheboygan,      Dodge, Fond du Lac,     SCCW Collection
 Wisconsin.                      Ozaukee, Sheboygan,     and MSW
                                 and Washington          Disposal.
                                 Counties, WI.
Greater Manitowoc, Wisconsin..  Calumet, Kewaunee, and  MSW Disposal.
                                 Manitowoc Counties,
                                 WI.
Green Bay, Wisconsin..........  Brown and Outagamie     SCCW Collection.
                                 Counties, WI.
Green County, Wisconsin.......  Green County, WI......  SCCW Collection
                                                         and MSW
                                                         Disposal.
Green Lake, Wisconsin.........  Columbia, Green Lake,   SCCW Collection.
                                 and Marquette
                                 Counties, WI.
Jackson County, Wisconsin.....  Jackson County, WI....  SCCW Collection.
Janesville, Wisconsin.........  Jefferson, Rock, and    MSW Disposal.
                                 Walworth Counties, WI.
Jefferson County, Wisconsin...  Jefferson County, WI..  SCCW Collection.
Kenosha County, Wisconsin.....  Kenosha County, WI....  SCCW Collection.
Kewaunee County, Wisconsin....  Kewaunee County, WI...  SCCW Collection.
Langlade, Wisconsin...........  Langlade, Lincoln,      SCCW Collection.
                                 Oneida, and Shawano
                                 Counties, WI.
Manitowoc County, Wisconsin...  Manitowoc County, WI..  SCCW Collection.
Mar-Oco, Wisconsin............  Marinette and Oconto    SCCW Collection.
                                 Counties, WI.
Marathon, Wisconsin...........  Marathon, Portage, and  SCCW Collection.
                                 Wood Counties, WI.
Milwaukee, Wisconsin..........  Milwaukee, Racine, and  SCCW Collection
                                 Waukesha Counties, WI.  and MSW
                                                         Disposal.
Price County, Wisconsin.......  Price County, WI......  SCCW Collection.
Rock County, Wisconsin........  Rock County, WI.......  SCCW Collection.
Sauk County, Wisconsin........  Sauk County, WI.......  SCCW Collection.
St. Croix, Wisconsin..........  Pierce and St. Croix    MSW Disposal.
                                 Counties, WI.
Walworth County, Wisconsin....  Walworth County, WI...  SCCW Collection.
Waupaca, Wisconsin............  Waupaca County, WI....  SCCW Collection.
Waushara, Wisconsin...........  Waushara and Winnebago  SCCW Collection.
                                 Counties, WI.
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[FR Doc. 2020-24221 Filed 11-2-20; 8:45 am]
BILLING CODE 4410-11-P