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Notice2026-11658

United States, et al. v. Taiheiyo Cement Corporation, et al.; Proposed Final Judgment and Competitive Impact Statement

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Published

June 11, 2026

Issuing agencies

Justice DepartmentAntitrust Division

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[Federal Register Volume 91, Number 112 (Thursday, June 11, 2026)]
[Notices]
[Pages 35557-35573]
From the Federal Register Online via the Government Publishing Office [<a href="http://www.gpo.gov">www.gpo.gov</a>]
[FR Doc No: 2026-11658]

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DEPARTMENT OF JUSTICE

Antitrust Division

United States, et al. v. Taiheiyo Cement Corporation, 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. Taihieyo Cement Corporation, et al., Civil
Action No. 1:26-cv-01783-CKK. On May 21, 2026, the United States filed
a Complaint alleging that the proposed acquisition by Taiheiyo Cement
Corporation and CalPortland Company of Vulcan Material Company's ready-
mix concrete operations in California 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 Defendants to divest: (1) the real
property and CalPortland's ready-mix concrete plant in Escondido,
California; (2) CalPortland's ready-mix concrete plant in Oceanside,
California; (3) a leasehold interest in Vulcan's ready-mix concrete
plant in Lakeside, California; (4) leasehold interests in the real
property on which the Oceanside Plant and Lakeside Plant are located;
(5) fifteen CalPortland ready-mix concrete trucks servicing the
Escondido Plant and the Oceanside Plant; and (6) certain licenses,
permits, and records relating to the divested plants.
Copies of the Complaint, proposed Final Judgment, and Competitive
Impact Statement are available for inspection on the Antitrust
Division's website at <a href="http://www.justice.gov/atr">http://www.justice.gov/atr</a> 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 submitted in English and
directed to Soyoung Choe, Acting Chief, Defense, Industrials, and
Aerospace Section, Antitrust Division, Department of Justice, 450 Fifth
Street NW, Suite 8700, Washington, DC 20530 (email address: <a href="/cdn-cgi/l/email-protection#0d4c595f235d786f61646e204e6260606863797e20597863636874204c6e7920404f4d787e696267236a627b">[email&#160;protected]</a>).

Suzanne Morris,
Deputy Director Civil Enforcement Operations, 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,and,
State of California, California Department of Justice, 455 Golden
Gate Avenue, Suite 11000, San Francisco, CA 94102, Plaintiffs, v.
Taiheiyo Cement Corporation, Bunkyo Garden Gate Tower, 1-1-1,
Koishikawa, Bunkyo-ku, Tokyo, Japan, Calportland Company, 10655 W
Park Run Drive, Suite 275, Las Vegas, NV 89144, and, Vulcan
Materials Company, 1200 Urban Center Drive, Birmingham, AL 35242,
Defendants.
Civil Action No. 1:26-cv-01783
Hon. Colleen Kollar-Kotelly

Complaint

Taiheiyo Cement Corporation (``Taiheiyo''), through its subsidiary
CalPortland Company (``CalPortland''), and Vulcan Materials Company
(``Vulcan'') are two of the leading suppliers of ready-mix concrete in
San Diego County, California. Taiheiyo's proposed acquisition of
Vulcan's ready-mix concrete operations in California may substantially
lessen competition in the market for the production, distribution, and
sale of ready-mix concrete in San Diego County in violation of Section
7 of the Clayton Act, 15 U.S.C. 18. The proposed acquisition should
therefore be enjoined.

I. Nature of the Action

1. Ready-mix concrete is a widely used building material that is
essential to building infrastructure, such as bridges, tunnels, and
highways; commercial buildings, such as offices, hotels, apartments,
skyscrapers, warehouses, and parking structures; and residences,
including single-family homes, duplexes, and townhouses. Ready-mix
concrete is also used in housing foundations, driveways, patios, and
swimming pools.
2. In San Diego County, California, CalPortland and Vulcan are two
of the largest producers, distributors, and sellers of ready-mix
concrete. Competition between them has ensured lower prices and better
quality and service for customers. CalPortland now proposes to acquire
Vulcan's competing ready-mix concrete assets in California, including
in San Diego County, for approximately $712 million under the terms of
an October 27, 2025 asset purchase agreement.

[[Page 35558]]

3. CalPortland's acquisition risks competitive harm by eliminating
substantial head-to-head competition and by consolidating suppliers of
ready-mix concrete in San Diego County. As a result, the proposed
acquisition may substantially lessen competition in the production,
distribution, and sale of ready-mix concrete in San Diego County, in
violation of Section 7 of the Clayton Act, 15 U.S.C. 18, and should be
enjoined.

II. Defendants and the Proposed Transaction

4. Defendant Taiheiyo is a Japanese corporation with headquarters
in Tokyo, Japan. Taiheiyo produces and sells construction materials and
mineral resources, such as cement, ready-mix concrete, and aggregates,
in several countries, including the United States. Taiheiyo operates in
the United States through its subsidiary CalPortland. Taiheiyo reported
total revenues of more than $5.5 billion for fiscal year 2025.
5. Defendant CalPortland is a privately held, wholly-owned indirect
subsidiary of Taiheiyo. It is incorporated in California with
headquarters in Las Vegas, Nevada. CalPortland is one of the largest
suppliers of construction materials, including cement, ready-mix
concrete, aggregate, asphalt, and construction materials, in the
western United States and Canada. In the United States, CalPortland has
operations in California, Washington, Oregon, Nevada, Arizona, and
Alaska. In California, CalPortland owns cement, ready-mix concrete,
asphalt, and aggregate operations.
6. Defendant Vulcan is incorporated in New Jersey with headquarters
in Birmingham, Alabama. Vulcan is one of the largest producers of
construction materials in the United States, with operations in 22
states and the District of Columbia. Vulcan is also the largest
producer of aggregate in the United States. Vulcan has ready-mix
concrete operations in five states and the District of Columbia and
asphalt operations in six states. In California, Vulcan owns aggregate,
ready-mix concrete, and asphalt operations. In 2025, Vulcan reported
total revenues of approximately $7.9 billion.

III. Background

7. Ready-mix concrete is a building material made up of a
combination of cement, fine and coarse aggregate, small amounts of
chemical additives, and water. The amount of cement added to a concrete
mixture determines its strength, which is measured in pounds per square
inch (``psi''). To ensure structural integrity, durability, and
workability for each particular project, ready-mix concrete suppliers
custom produce the concrete for each project according to the
specifications supplied by the customer. Ready-mix concrete with higher
psi ratings is typically used for large infrastructure projects, such
as highways and bridges, and large buildings, while ready-mix concrete
with lower psi ratings is often used for residential and curb-and-
gutter construction projects.
8. Because customer needs can vary significantly from project to
project, ready-mix concrete is typically sold pursuant to bids, for
which customers provide extensive specifications regarding, among other
things, the amount of concrete, the various strengths of concrete, and
the size and timing of the concrete pours.
9. A supplier who wins a bid makes the ready-mix concrete at
production facilities called batch plants and delivers the concrete to
the customer. A batch plant measures the precise amount of dry input
products needed to manufacture a given type of concrete. The mixture is
then dumped into a rotating drum mounted on a heavy-duty truck.
Immediately before the truck departs the plant, a measured amount of
water is added. Once the water hits the dry mixture, an irreversible
chemical reaction is triggered causing the product to begin to set into
a rigid building substance. The concrete components are mixed by the
rotating drum while the truck is being driven to the job site. At the
job site, the concrete is poured directly from the truck onto the
project. The rotating drums prevent the concrete from hardening during
the travel from the plant to the project site.
10. Because concrete begins to set while being driven to the job
site, it is highly perishable. Contractors and state departments of
transportation typically limit the time concrete can spend in a truck
to 90 minutes or less. This time may be even shorter depending on
weather conditions. This time is measured from the moment the water
hits the dry concrete inputs in the truck until the concrete is poured
out of the truck. If the concrete is not poured within this 90-minute
window, the wet mix hardens and is rendered unusable. Because of this
90-minute window, contractors and state departments of transportation
typically allow only a portion--often only 30 minutes--to be consumed
by driving time. If the concrete is driven for a longer period of time,
there may be insufficient time for the concrete to be completely poured
onto the project within the 90-minute window.
11. As ready-mix concrete is hauled greater distances, the
increased transportation costs diminish the profitability of a load of
concrete. For these reasons, ready-mix concrete suppliers attempt to
stay close to their batch plants and ready-mix concrete customers
require local suppliers.
12. Depending on the project, ready-mix concrete customers may have
varying needs, including the mix and psi specifications, the volume
needed, the delivery conditions, and the quality of the product and
service. Not all suppliers of ready-mix concrete can satisfy customers'
needs for every kind of project. For example, servicing certain types
of large projects, such as bigger infrastructure projects and
commercial buildings, requires ready-mix concrete suppliers to be able
to provide: (a) a large number of cubic yards of concrete; (b) large
daily pours of concrete, which require the concrete supplier to
schedule trucks to arrive continuously at a project; (c) concrete
having multiple psi specifications; (d) proven concrete mix designs;
and (e) testing and quality control procedures to ensure the concrete
meets project engineering specifications.
13. Contractors building large projects carefully select suppliers
to minimize the chances of problems with concrete. If concrete is
defective because it does not meet the project specifications or the
concrete is not poured continuously, the customer may suffer
substantial direct and consequential losses. Customers can also suffer
substantial financial and reputational harm from delivery delays due to
idle workers and equipment and project delays.
14. Purchasers of ready-mix concrete for large projects require
that their suppliers have: (a) multiple ready-mix concrete plants in a
geographic area; (b) the ability to produce large amounts of concrete
with multiple specifications; (c) proven concrete mix designs; (d) a
large number of concrete trucks; (e) a sizeable and well-trained
workforce; (f) the demonstrated ability to service such a large
project; and (g) considerable financial backing to remedy any problems
relating to defective concrete.
15. Each large project is bid separately and ready-mix concrete
suppliers can identify the specific market conditions that apply to
each large project, including the number of competitors that
potentially could service the project's requirements. Ready-mix
concrete suppliers can and do charge different prices, net of costs, to
customers based on the particular

[[Page 35559]]

project's requirements and the market conditions.

IV. Relevant Markets

A. Relevant Product Market

16. The production, distribution, and sale of ready-mix concrete is
a relevant product market. Ready-mix concrete is unique because it is
pliable when freshly mixed, can be molded into a variety of forms, and
is strong and permanent when hardened. For many building applications,
customers will not substitute other building materials, such as steel,
wood, or asphalt, for ready-mix concrete. Steel is often not a
substitute for ready-mix concrete because it cannot be poured and
formed into smooth, regular planes. Wood is often not a substitute
because it does not have the structural strength to support heavy
loads. Asphalt is often not a substitute because it cannot be used for
the structural portions of bridges, cannot be used for buildings, and,
for certain applications, cannot be used for highways.
17. A small but significant and non-transitory increase in the
price of ready-mix concrete would not cause customers to substitute
another building material in sufficient quantities with sufficient
frequency to make such a price increase unprofitable. Accordingly, the
production, distribution, and sale of ready-mix concrete is a line of
commerce and a relevant product market within the meaning of Section 7
of the Clayton Act.

B. Relevant Geographic Market

18. Ready-mix concrete is most often bid on a project-by-project
basis. For these projects, ready-mix concrete suppliers can identify
the specific market conditions that apply to each customer's project,
including the number of competitors that potentially could service the
location of the project. Ready-mix concrete suppliers can target
specific customers for a price increase based on the particular
location of a project and the number and capabilities of rivals that
can service that customer.
19. The ready-mix concrete purchasers that are potentially affected
by this acquisition are located in San Diego County. Due to the
location and transportation constraints described above, these
customers typically cannot turn to suppliers outside this area for
their ready-mix concrete needs. The purchasers in San Diego County are
similarly situated with respect to the competitive impact of this
acquisition and can therefore be aggregated for analytical convenience.
20. Ready-mix concrete is perishable and the cost of transporting
it is high compared to the value of the product. Thus, depending on the
size of a metropolitan area and typical traffic conditions within that
area, the distance concrete can reasonably be transported is generally
limited to a metropolitan area or, in many cases, only a portion of
that area. This is particularly true for large projects, such as
highways, bridges, and high-rise buildings.
21. In San Diego County, the suppliers with the ability to bid on
ready-mix concrete projects, and particularly ready-mix concrete for
large projects, are most often those with plants located within 30
minutes, and to a lesser extent 60 minutes, of driving time to the
project site. This timeframe accounts for unpredictable traffic and
other unforeseen delays that may arise on a project site. Accordingly,
the production, distribution, and sale of ready-mix concrete to
customers in San Diego County is therefore a relevant market within the
meaning of Section 7 of the Clayton Act. The producers that participate
in this market are those that are also located in San Diego County.

V. Anticompetitive Effects

22. The proposed acquisition is likely to substantially lessen
head-to-head competition in the production, distribution, and sale of
ready-mix concrete in San Diego County. In San Diego County,
CalPortland and Vulcan are two of the largest suppliers of ready-mix
concrete and two of only a small number of suppliers that can supply
ready-mix concrete to customers with large projects.
23. Combined, CalPortland and Vulcan have a share of over 50
percent in the market for ready-mix concrete in San Diego County. The
market for ready-mix concrete is already highly concentrated and, as
evidenced by the parties' combined share, would be significantly more
concentrated after the proposed acquisition.
24. CalPortland and Vulcan compete directly against one another in
San Diego County to provide ready-mix concrete to customers. Price
competition between CalPortland and Vulcan in the production,
distribution, and sale of ready-mix concrete has benefitted customers.
CalPortland and Vulcan also vie to win customers' business by offering
quality products, reliable delivery, and superior customer support.
25. CalPortland's proposed acquisition of Vulcan's ready-mix
concrete assets in San Diego County would eliminate the competition
between them and its benefits to customers. The proposed acquisition
would substantially increase the likelihood that CalPortland would
unilaterally increase the price of ready-mix concrete to a significant
number of customers. The acquisition would also substantially increase
the likelihood that CalPortland would reduce the quality of its
products or its service. The presence of other ready-mix concrete
suppliers would not be sufficient to constrain a unilateral exercise of
market power by CalPortland after the acquisition.
26. In addition, customers that require ready-mix concrete for use
in large projects may be more severely affected by the acquisition. The
number of competitors that could constrain CalPortland post-acquisition
from raising prices for those customers is smaller than the total
number of ready-mix concrete suppliers because it is limited to
companies that meet the requirements imposed by customers for large
ready-mix concrete projects.
27. Further, the elimination of CalPortland and Vulcan as
independent competitors in the production, distribution, and sale of
ready-mix concrete is likely to facilitate anticompetitive coordination
among the remaining producers in bidding to customers in the relevant
geographic market. Suppliers in this industry have access to
information about competitors' output, capacity, and costs. Given these
market conditions, eliminating an important ready-mix concrete supplier
is likely to further increase the ability of the remaining competitors
to successfully coordinate, reducing the benefits of competition to
consumers.
28. In sum, after the proposed acquisition, CalPortland likely
would have the incentive and ability to profitably raise prices and
reduce the product and service quality of ready-mix concrete in San
Diego County. The proposed acquisition would likely also facilitate
anticompetitive coordination among ready-mix concrete suppliers in San
Diego County, which also likely would result in higher prices and other
anticompetitive effects. The proposed acquisition, therefore, may
substantially lessen competition in the markets for ready-mix concrete
in San Diego County in violation of Section 7 of the Clayton Act.

VI. Absence of Countervailing Factors

29. Entry of new competitors into the market for the production,
distribution, and sale of ready-mix concrete to customers in San Diego
County will not be timely, likely, or sufficient to prevent the loss of
competition that would result from CalPortland's acquisition of

[[Page 35560]]

Vulcan's California ready-mix concrete operations.
30. Opening a ready-mix concrete batch plant in a metropolitan area
is difficult and time consuming due to the need to acquire the land on
which to build a batch plant. The location of a batch plant is very
important because of the perishability of the ready-mix concrete.
Finding the appropriate site for such a plant close enough to projects
is difficult, because in metropolitan areas such land is frequently
already utilized or does not have the appropriate zoning. Further,
obtaining the land-use permits or zoning variances and necessary
environmental permits is difficult, costly, and time consuming. In
addition to building the new batch plant, an entrant would also have to
secure sources of cement and aggregate, which are inputs into ready-mix
concrete.
31. Successful entry or expansion into the production,
distribution, and sale of ready-mix concrete for customers with large
projects is even more difficult, time-consuming, and costly. To be able
to bid on large projects, it is not enough simply to be able to produce
ready-mix concrete. To bid on these large projects, a new entrant or an
existing producer must have multiple ready-mix concrete plants in a
geographic area, the ability to produce large amounts of concrete with
multiple specifications, backup plants, a large number of concrete
trucks, proven mix designs, a sizeable and well-trained workforce, the
demonstrated ability and reputation to be able to service such a large
project, and considerable financial backing to remedy any problems
relating to defective concrete.
32. As a result of these high barriers, entry into the market for
the production, distribution, and sale of ready-mix concrete to
purchasers in San Diego County would not be timely, likely, or
sufficient to defeat the substantial lessening of competition that
would likely result from CalPortland's acquisition of Vulcan's ready-
mix concrete operations in California.

VII. Jurisdiction and Venue

33. The United States brings this action under Section 15 of the
Clayton Act, as amended, 15 U.S.C. 25, to prevent and restrain
Defendants from violating Section 7 of the Clayton Act, 15 U.S.C. 18.
34. The State of California brings this action under Section 16 of
the Clayton Act, 15 U.S.C. 26, as parens patriae on behalf of and to
protect its general economy and the health and welfare of its residents
and to prevent and restrain Defendants from violating Section 7 of the
Clayton Act, 15 U.S.C. 18.
35. Defendants' activities in the production, distribution, and
sale of ready-mix concrete, aggregate, asphalt and other construction
materials substantially affects interstate commerce. This Court has
subject-matter jurisdiction over this action pursuant to Section 12 of
the Clayton Act, 15 U.S.C. 22, and 28 U.S.C. 1331, 1337(a), and 1345.
36. Defendants have consented to venue and personal jurisdiction in
this judicial district. Venue is therefore proper in this district
under Section 12 of the Clayton Act, 15 U.S.C. 22 and 28 U.S.C.
1391(c).

VIII. Violation Alleged

37. CalPortland's acquisition of Vulcan's ready-mix concrete
operations in California may substantially lessen competition in the
production, distribution, and sale of ready-mix concrete in San Diego
County in violation of Section 7 of the Clayton Act, 15 U.S.C. 18.
38. Unless enjoined, the proposed acquisition would have the
following anticompetitive effects, among others:
(a) elimination of actual and potential competition between
CalPortland and Vulcan in the production, distribution, and sale of
ready-mix concrete in the relevant geographic market;
(b) substantially lessened competition in the production,
distribution, and sale of ready-mix concrete in the relevant geographic
market; and
(c) higher prices and reduced quality and service for ready-mix
concrete in the relevant geographic market.

IX. Request for Relief

39. Plaintiffs request that this Court:
(a) adjudge and decree CalPortland's proposed acquisition of
Vulcan's California ready-mix concrete operations to be unlawful and
violate Section 7 of the Clayton Act, 15 U.S.C. 18;
(b) preliminarily and permanently enjoin and restrain Defendants
and all persons acting on their behalf from consummating the proposed
acquisition of Vulcan's California ready-mix concrete operations, or
from entering into or carrying out any other contract, agreement, plan,
or understanding, the effect of which would be to combine CalPortland
and Vulcan's California ready-mix concrete operations;
(c) award the United States and the State of California its costs
for this action; and
(d) award the United States and the State of California such other
and further relief as the Court deems just and proper.

Dated: May 21, 2026.
Respectfully submitted,

For Plaintiff United States of America:
OMEED A. ASSEFI (DC Bar #252705), Acting Assistant Attorney General.

G. CHARLES BELLER (DC Bar #1645076), Deputy Assistant Attorney
General.

JARED T. BOND, Acting Deputy Director of Civil Enforcement.

SOYOUNG CHOE, Acting Chief, Defense, Industrials, and Aerospace
Section.

DANIEL MONAHAN, Assistant Chief, Defense, Industrials, and Aerospace
Section.

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CHRISTINE A. HILL (DC Bar #461048)*, MIRANDA ISAACS, Trial Attorneys

U.S. Department of Justice, Antitrust Division, Defense,
Industrials, and Aerospace Section, 450 Fifth Street NW, Suite 8700,
Washington, DC 20530, Tel.: (202) 386-1744, Fax: (202) 514-9033,
Email: <a href="/cdn-cgi/l/email-protection#f4979c869d87809d9a91da9c9d9898b48187909b9eda939b82">[email&#160;protected]</a>.

*LEAD ATTORNEY TO BE NOTICED
For Plaintiff State of California:
ROB BONTA, Attorney General of California.

PAULA BLIZZARD, Senior Assistant Attorney General.

MICHAEL JORGENSON, Supervising Deputy Attorney General.
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CARI JEFFRIES (DC Bar #1600843), BRIAN WANG, Elizabeth Cheever,
Deputy Attorneys General.
Office of the Attorney General of California, 455 Golden Gate
Avenue, Suite 11000, San Francisco, CA 94102, Tel.: (415) 510-4400,
Email: <a href="/cdn-cgi/l/email-protection#d1b2b0a3b8ffbbb4b7b7a3b8b4a291b5bebbffb2b0ffb6bea7">[email&#160;protected]</a>., <a href="/cdn-cgi/l/email-protection#6e0c1c070f0040190f00092e0a0104400d0f40090118">[email&#160;protected]</a>.

United States District Court For the District of Columbia

United States of America, and State of California, Plaintiffs,
v. Taiheiyo Cement Corporation, Calportland Company, and Vulcan
Materials Company, Defendants.

Civil Action No. 1:26-cv-01783
Hon. Colleen Kollar-Kotelly

Proposed Final Judgment

Whereas, Plaintiffs, United States of America and the State of
California, filed their Complaint on May 21, 2026;
And Whereas, the United States, the State of California, and
Defendants Taiheiyo Cement Corporation, CalPortland Company, and Vulcan
Materials Company 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 relating to any issue of
fact or law;
And Whereas, Defendants agree to make a certain divestiture and to
undertake certain actions to address claims that Defendants' merger
would

[[Page 35561]]

allegedly violate Section 7 of the Clayton Act, 15 U.S.C. 18;
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 (15 U.S.C. 18).

II. Definitions

As used in this Final Judgment:
A. ``CalPortland'' means Defendant CalPortland Company, a
California corporation with its headquarters in Las Vegas, Nevada, its
successors and assigns, and its subsidiaries, divisions, groups,
affiliates, partnerships, and joint ventures, and their directors,
officers, managers, agents, and employees.
B. ``Taiheiyo'' means Defendant Taiheiyo Cement Corporation, a
Japanese corporation with its headquarters in Tokyo, Japan, its
successors and assigns, and its subsidiaries, divisions, groups,
affiliates, partnerships, and joint ventures, and their directors,
officers, managers, agents, and employees.
C. ``Vulcan'' means Defendant Vulcan Materials Company, a New
Jersey corporation with its headquarters in Birmingham, Alabama, its
successors and assigns, and its subsidiaries, divisions, groups,
affiliates, partnerships, and joint ventures, and their directors,
officers, managers, agents, and employees.
D. ``Holliday Rock'' means Holliday Rock Co., Inc., a California
corporation with its headquarters in Upland, California, its successors
and assigns, and its subsidiaries, divisions, groups, affiliates,
partnerships, and joint ventures, and their directors, officers,
managers, agents, and employees.
E. ``Acquirer'' means Holliday Rock or another entity approved by
the United States in its sole discretion, after consultation with the
State of California, to which Defendants divest the Divestiture Assets.
F. ``Divestiture Assets'' means all of Defendants' rights, titles,
and interests in and to the following property and assets used in
connection with the design, production, development, distribution, and
sale of Ready-Mix Concrete by CalPortland associated with the Escondido
Plant and the Oceanside Plant, and by Vulcan associated with the
Lakeside Plant:
1. the real property and CalPortland's Ready-Mix Concrete plant
located at 550 North Tulip Street, Escondido, California 92025 (the
``Escondido Plant''), as described in Exhibit 1 to this Final Judgment;
2. CalPortland's Ready-Mix Concrete plant located at 1050 West
Airport Road, Oceanside, California 92054 (the ``Oceanside Plant''), as
described in Exhibit 1 to this Final Judgment;
3. leasehold interests that will be in effect during the entire
period of this Final Judgment in the Ready-Mix Concrete plant located
at 12494 CA-67, Lakeside, California, 92040, assessor's parcel number
375-041-18 and licensed portions of 375-041-19 and 375-171-05 (the
``Lakeside Plant''), as described in Exhibit 1 to this Final Judgment;
4. leasehold interests in the real property on which the Oceanside
Plant and Lakeside Plant are located that will be in effect during the
entire period of this Final Judgment;
5. fifteen (15) CalPortland Ready-Mix Concrete trucks servicing the
Escondido Plant and Oceanside Plant as of date of the entry of the
Asset Preservation and Hold Separate Stipulation and Order in this
matter;
6. to the extent permissible by law, all licenses, permits,
certifications, approvals, consents, registrations, waivers, and
authorizations, including those issued or granted by any governmental
organization, and all pending applications or renewals that are
utilized by the plants listed in Paragraphs II(F)(1)-(3);
7. the following records and data that are utilized by or related
to the plants listed in Paragraphs II(F)(1)-(3): (a) production,
repair, maintenance, and performance records, and (b) manuals and
technical information Defendants provide to their own employees,
customers, suppliers, agents, or licensees;
8. If Holliday Rock is not the Acquirer, at Acquirer's option:
a. all other real property, including 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 buildings, facilities, and other
structures;
b. all tangible personal property located in or utilized by the
plants listed in Paragraphs II(F)(1)-(3), including fixed assets,
machinery and manufacturing equipment, tools, inventory, materials,
office equipment and furniture, computer hardware, and supplies;
c. all contracts, contractual rights, and customer relationships,
and all other agreements, commitments, and understandings, including
supply agreements, teaming agreements, and leases, and all outstanding
offers or solicitations to enter into a similar arrangement that are
utilized by or related to the plants listed in Paragraphs II(F)(1)-(3);
d. the records and data that are utilized by or related to the
plants listed in Paragraphs II(F)(1)-(3), including (a) customer lists,
accounts, sales, and credit records, (b) records and research data
concerning historic and current research and development activities,
including designs of experiments and the results of successful and
unsuccessful designs and experiments, and (c) drawings, blueprints, and
designs.
e. all intellectual property owned, licensed, or sublicensed,
either as licensor or licensee that is utilized by or related to the
plants listed in Paragraphs II(F)(1)-(3), including (a) patents, patent
applications, and inventions and discoveries that may be patentable,
(b) registered and unregistered copyrights and copyright applications,
(c) registered and unregistered trademarks, trade dress, service marks,
trade names, and trademark applications, and (d) trade secrets; and
f. all other intangible property that is utilized by or related to
the plants listed in Paragraphs II(F)(1)-(3), including (a) commercial
names and d/b/a names, (b) technical information, (c) computer software
and related documentation, know-how, trade secrets, design protocols,
specifications for materials, specifications for parts, specifications
for devices, safety procedures (e.g., for the handling of materials and
substances), quality assurance and control procedures, (d) design tools
and simulation capabilities, and (e) rights in internet websites and
internet domain names.
G. ``Divestiture Date'' means the date on which the Divestiture
Assets are divested to Acquirer pursuant to this Final Judgment.
H. ``Including'' means including, but not limited to.
I. ``Person'' means any natural person, corporation, firm, company,
sole proprietorship, partnership, joint venture, association,
institute, or other legal entity.
J. ``Ready-Mix Concrete'' means a building material used in the
construction of buildings, highways, bridges, tunnels, and other
projects that is produced by mixing cementitious

[[Page 35562]]

material and aggregate with sufficient water to cause the cement to set
and bind.
K. ``Relevant Area'' means the following counties in the State of
California: Alameda, Contra Costa, El Dorado, Imperial, Marin, Napa,
Riverside, Sacramento, San Diego, San Francisco, San Mateo, Santa
Clara, Solano, Sonoma, and Yolo.
L. ``Relevant Personnel'' means all full-time, part-time, or
contract employees of CalPortland and Vulcan located at, or who work
out of, the Escondido Plant, Oceanside Plant and/or Lakeside Plant,
holding the titles identified in Exhibit 2 or whose job
responsibilities primarily relate to the Divestiture Assets or the
design, production, development, distribution, and sale of Ready-Mix
Concrete by CalPortland or Vulcan at the Escondido Plant, Oceanside
Plant, or Lakeside Plant, at any time between October 27, 2025, and the
Divestiture Date. The United States, in its sole discretion, will
resolve any disagreement relating to which employees are Relevant
Personnel. ``Primarily'' as used in this Paragraph II(L) means over 50
percent of the individual's time.
M. ``Transaction'' means CalPortland's proposed acquisition of
Vulcan's California Ready-Mix Concrete operations.

III. Applicability

A. This Final Judgment applies to Taiheiyo, CalPortland, and
Vulcan, 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 Acquirer.

IV. Divestitures

A. Defendants are ordered and directed, within 15 calendar days
after the Court's entry of the Asset Preservation and Hold Separate
Stipulation and Order in this matter, to divest the Divestiture Assets
in a manner consistent with this Final Judgment to Holliday Rock or
another Acquirer acceptable to the United States, in its sole
discretion, after consultation with the State of California. The United
States, in its sole discretion, may agree to one or more extensions of
this time period not to exceed 90 calendar days in total and will
notify the Court of any extensions.
B. For all contracts, agreements, and customer relationships (or
portions of such contracts, agreements, and customer relationships)
included in the Divestiture Assets, Defendants must assign or otherwise
transfer all contracts, agreements, and customer relationships to
Acquirer within the deadlines set forth in Paragraph IV(A); provided,
however, that for any contract or agreement that requires the consent
of another party to assign or otherwise transfer, Defendants must use
best efforts to accomplish the assignment or transfer. Defendants must
not interfere with any negotiations between Acquirer and a contracting
party.
C. Defendants must use best efforts to divest the Divestiture
Assets as expeditiously as possible. Defendants must take no action
that would jeopardize the completion of the divestiture ordered by the
Court, including any action to impede the permitting, operation, or
divestiture of the Divestiture Assets.
D. 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
State of California, that the Divestiture Assets can and will be used
by Acquirer as part of a viable, ongoing business of the production,
distribution, and sale of Ready-Mix Concrete.
E. The divestiture must be made to an Acquirer that, in the United
States' sole judgment, after consultation with the State of California,
has the intent and capability, including the necessary managerial,
operational, technical, and financial capability, to compete
effectively in the production, distribution, and sale of Ready-Mix
Concrete.
F. The divestiture must be accomplished in a manner that satisfies
the United States, in its sole discretion, after consultation with the
State of California, 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
interfere in the ability of Acquirer to compete effectively in the
production, distribution, and sale of Ready-Mix Concrete.
G. In the event Defendants are attempting to divest the Divestiture
Assets to an Acquirer other than Holliday Rock, Defendants promptly
must make known, by usual and customary means, the availability of the
Divestiture Assets. Defendants must inform any person making an inquiry
relating to 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
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 the United States and
the State of California 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
relating to the Divestiture Assets; and (3) access to all financial,
operational, or other documents and information relating to the
Divestiture Assets that would customarily be 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 in
identifying and, at the option of Acquirer, hiring all Relevant
Personnel, including:
1. Within 10 business days following the entry of the Asset
Preservation and Hold Separate Stipulation and Order in this matter,
Defendants must identify all Relevant Personnel to Acquirer, the United
States, and the State of California including by providing organization
charts covering all Relevant Personnel.
2. Within 10 business days following receipt of a request by
Acquirer or the United States, Defendants must provide to Acquirer, the
United States, and the State of California additional information
relating to Relevant Personnel, including name, job title, reporting
relationships, past experience, responsibilities, training and
educational histories, relevant certifications, and job performance
evaluations. Defendants must also provide to Acquirer, the United
States, and the State of California information relating to current and
accrued compensation and benefits of Relevant Personnel, including most
recent bonuses paid, aggregate annual

[[Page 35563]]

compensation, current target or guaranteed bonus, if any, any retention
agreement or incentives, and any other payments due, compensation or
benefits accrued, or promises made to the Relevant Personnel. If
Defendants are barred by any applicable law from providing any of this
information, Defendants must provide, within 10 business days following
receipt of the request, 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, including
specifically identifying the provisions of the applicable laws.
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 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 October 27,
2025, or (b) the offer is approved by the United States in its sole
discretion. Defendants' obligations under this Paragraph IV(I)(4) will
expire 180 days after the Divestiture Date.
5. For Relevant Personnel who elect employment with Acquirer within
180 days of the Divestiture Date, Defendants must waive all non-compete
and non-disclosure agreements; vest and pay to the Relevant Personnel
(or to Acquirer for payment to the employee) on a prorated basis any
bonuses, incentives, other salary, benefits, or other compensation
fully or partially accrued at the time of the transfer of the employee
to Acquirer; vest any unvested pension and other equity rights; and
provide all other benefits that those Relevant Personnel otherwise
would have been provided had the Relevant Personnel continued
employment with Defendants, including 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 Divestiture Assets and not otherwise required
to be disclosed by this Final Judgment.
6. For a period of 6 months from the Divestiture Date, Defendants
may not solicit to re-hire Relevant Personnel who were hired by
Acquirer within 3 months of the Divestiture Date unless (a) an
individual is terminated or laid off by Acquirer or (b) Acquirer agrees
in writing that Defendants may solicit to re-hire that individual.
Nothing in this Paragraph IV(I)(6) prohibits Defendants from
advertising employment openings using general solicitations or
advertisements and re-hiring Relevant Personnel who apply for an
employment opening through a general solicitation or advertisement.
J. Defendants will use their best efforts to assist Acquirer in
interviewing and hiring at least one salesperson with existing
responsibilities relating to the sale of Ready-Mix Concrete in San
Diego County.
K. If the Acquirer is not Holliday Rock, 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 relating 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 relating to the operation of the Divestiture Assets.
L. Defendants must use best efforts to assist Acquirer to obtain
all necessary licenses, registrations, and permits necessary for or
utilized in the production, distribution, and sale of Ready-Mix
Concrete. 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.
M. At the option of Acquirer, and subject to approval by the United
States in its sole discretion, on or before the Divestiture Date,
Defendant Vulcan must enter into a supply contract or contracts for
aggregate sufficient to meet Acquirer's needs, as determined by
Acquirer, for a period of up to 12 months, on terms and conditions
reasonably related to market conditions for the supply of aggregate. At
the option of the Acquirer, subject to approval by the United States in
its sole discretion, Defendant Vulcan must enter into one or more
extensions of any such contracts for a total of up to an additional 180
calendar days, on terms and conditions reasonably related to market
conditions for the supply of aggregate. Any amendment to or
modification of any provision of any such supply contract or supply
contract extension is subject to approval by the United States, in its
sole discretion. If Acquirer seeks an extension of the term of any
supply contract, Defendant Vulcan must notify the United States in
writing at least 60 calendar days prior to the date the supply contract
expires. Acquirer may terminate a supply contract (including an
extension of a supply contract), or any portion of a supply contract
(including a portion of an extension of a supply contract), without
cost or penalty upon 30 calendar days' written notice to Defendant
Vulcan.
N. If the Acquirer is not Holliday Rock, at the option of Acquirer,
and subject to approval by the United States in its sole discretion, on
or before the Divestiture Date, 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 period of up to six months on terms and
conditions reasonably related to market conditions for the provision of
the transition services. At the option of the Acquirer, subject to
approval by the United States in its sole discretion, Defendants must
enter into one or more extensions of any such contracts for a total of
up to an additional 90 calendar days, on terms and conditions
reasonably related to market conditions for the provision of the
transition services. Any amendment to or modification of any transition
services contract or extension to a transition services contract is
subject to approval by the United States, in its sole discretion. If
Acquirer seeks an extension of the term of any contract for transition
services, Defendants must notify the United States in writing at least
30 calendar days prior to the date the contract expires. Acquirer may
terminate a contract (including an extension) for transition services,
or any portion of a contract (including an extension) for transition
services, without cost or penalty at any time upon 30 calendar days'
written notice to Defendants. The employees of Defendants tasked with
providing transition services to Acquirer must not share any
competitively sensitive information of Acquirer with any other employee
of Defendants.
O. If any term of an agreement between Defendants and Acquirer,
including an agreement 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.

[[Page 35564]]

V. Appointment of Divestiture Trustee

A. If all of the Divestiture Assets have not been divested within
the period specified in Paragraph IV(A), Defendant CalPortland must
immediately notify the United States and the State of California of
that fact in writing. Upon application of the United States, which
Defendants may not oppose, the Court will appoint a divestiture trustee
selected by the United States and approved by the Court to effect the
divestiture 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 those
Divestiture Assets that the divestiture trustee has been appointed to
sell. The divestiture trustee will have the power and authority to
accomplish the divestiture to an Acquirer acceptable to the United
States, in its sole discretion, after consultation with the State of
California, at a price and on terms obtainable through 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 the United
States, the State of California, and the divestiture trustee within 10
calendar days after the divestiture trustee has provided the notice of
proposed divestiture required by Section VI.
D. The divestiture trustee will serve at the cost and expense of
Defendants Taiheiyo and CalPortland pursuant to a written agreement, on
terms and conditions, including confidentiality requirements and
conflict of interest certifications, approved by the United States in
its sole discretion.
E. The divestiture trustee may hire at the cost and expense of
Defendants Taiheiyo and CalPortland any agents or consultants,
including 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 confidentiality requirements and
conflict-of-interest certifications, approved by the United States in
its sole discretion.
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 and the speed with which it
is accomplished. If the divestiture trustee and Defendants Taiheiyo and
CalPortland are unable to reach agreement on the divestiture trustee's
compensation or other terms and conditions of engagement within 14
calendar days of the appointment of the divestiture trustee by the
Court, the United States, in its sole discretion, may take appropriate
action, including by making a recommendation to the Court. Within three
business days of hiring an agent or consultant, the divestiture trustee
must provide written notice of the hiring and rate of compensation to
Defendants Taiheiyo and CalPortland, the United States, and the State
of California.
G. The divestiture trustee must account for all monies derived from
the sale of the Divestiture Assets by the divestiture trustee and all
costs and expenses incurred. Within 30 calendar days of the Divestiture
Date, 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 Taiheiyo and CalPortland, and the trust will then
be terminated.
H. Defendants must use 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 the United States and the State of California
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 Assets
and must describe in detail each contact.
J. If the divestiture trustee has not accomplished the divestiture
ordered by this Final Judgment within 180 calendar days of appointment,
the divestiture trustee must promptly provide the United States and the
State of California 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 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 business days following execution of a definitive
agreement with an Acquirer other than Holliday Rock to divest the
Divestiture Assets, Defendants or the divestiture trustee, whichever is
then responsible for effecting the divestiture, must notify the United
States and the State of California of the proposed divestiture. 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. After receipt by the United States and the State of California
of the notice

[[Page 35565]]

required by Paragraph VI(A), the United States may make one or more
requests to Defendants or the divestiture trustee for additional
information concerning the proposed divestiture, the proposed Acquirer,
and other prospective Acquirers. Defendants and the divestiture trustee
must furnish any additional information requested within 15 calendar
days of the receipt of each request unless the United States provides
written agreement to a different period.
C. Within 45 calendar days after receipt of the notice required by
Paragraph VI(A) or within 20 calendar days after the United States and
the State of California has been provided the additional information
requested pursuant to Paragraph VI(B), whichever is later, the United
States will provide written notice to Defendants and any divestiture
trustee that states whether the United States, in its sole discretion,
after consultation with the State of California, objects to the
proposed Acquirer 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.

VII. Financing

Defendants may not finance all or any part of Acquirer's purchase
of all or part of the Divestiture Assets.

VIII. Asset Preservation and Hold Separate Obligations

Defendants must take all steps necessary to comply with the Asset
Preservation and Hold Separate Stipulation and Order entered by the
Court.

IX. Affidavits

A. Within 20 calendar days of entry of the Asset Preservation and
Hold Separate Stipulation and Order, and every 30 calendar days
thereafter until the divestiture required by this Final Judgment has
been completed, each Defendant must deliver to the United States and
the State of California an affidavit, signed by each Defendant's Chief
Financial Officer and General Counsel, describing in reasonable detail
the fact and manner of that Defendant's compliance with this Final
Judgment. The United States, in its sole discretion, may approve
different signatories for the affidavits.
B. In the event Defendants are attempting to divest the Divestiture
Assets to an Acquirer other than Holliday Rock, each affidavit required
by Paragraph IX(A) must include: (1) the name, address, and telephone
number of each person who, during the preceding 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.
Objection by the United States to information provided by Defendants to
prospective Acquirers must be made within 14 calendar days of receipt
of the affidavit, except that the United States may object at any time
if the information set forth in the affidavit is not true or complete.
C. Defendants must keep all records of any efforts made to divest
the Divestiture Assets until one year after the Divestiture Date.
D. Within 20 calendar days of entry of the Asset Preservation and
Hold Separate Stipulation and Order, each Defendant must deliver to the
United States and the State of California an affidavit signed by each
Defendant's Chief Financial Officer and General Counsel that describes
in reasonable detail all actions that Defendant has taken and all steps
that Defendant has 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 a Defendant makes any changes to actions and steps described
in affidavits provided pursuant to Paragraph IX(D), the Defendant must,
within 15 calendar days after any change is implemented, deliver to the
United States and the State of California an affidavit describing those
changes.
F. Defendants must keep all records of any efforts made to comply
with Section VIII until one year after the Divestiture Date.

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 and
Hold Separate Stipulation and Order or of determining whether this
Final Judgment should be modified or vacated, upon the 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' business 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, wherever located, 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, wherever located, who may have their
individual counsel present, relating to any matters contained in this
Final Judgment. 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 matters contained in this Final
Judgment.

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 CalPortland and Taiheiyo may not, without first providing at
least 30 calendar days advance notification to the United States and to
the State of California, directly or indirectly acquire any financial
or management interest in any plant or facility that produces Ready-Mix
Concrete in the Relevant Area during the term of this Final Judgment.
B. Defendant CalPortland must provide the notification required by
this Section XI in the same format as, and in accordance with the
Federal Trade Commission's 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 Defendant
CalPortland will not be required to provide the information

[[Page 35566]]

requested in the Additional Information section.
C. Notification 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 CalPortland
management or strategic plans discussing the proposed transaction. If,
within the 30 calendar days following notification, representatives of
the United States or the State of California make a written request for
additional information, Defendants may not consummate the proposed
transaction until 30 calendar days after submitting all requested
information.
D. 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 relating to whether
to file a notice under this Section XI must be resolved in favor of
filing notice.

XII. No Reacquisition

Defendants CalPortland and Taiheiyo may not reacquire any part of,
any interest in, or any form of control over the Divestiture Assets
during the term of this Final Judgment without prior written
authorization of the United States.

XIII. Public Disclosure

A. No information or documents obtained pursuant to any provision
in this Final Judgment may be divulged by the United States or the
State of California to any person other than an authorized
representative of the executive branch of the United States or an
authorized representative of the State of California, except in the
course of legal proceedings to which the United States or the State of
California 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.
B. In the event of a request by a third party, pursuant to the
Freedom of Information Act, 5 U.S.C. 552, for disclosure of information
obtained pursuant to any provision of this Final Judgment, the United
States 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, and the State of
California will act in accordance with its applicable disclosure laws.
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 10 years after submission, ``unless the
submitter requests and provides justification for a longer designation
period.'' See 28 CFR 16.7(b).
C. If at the time that Defendants furnish information or documents
to the United States and the State of California pursuant to any
provision of this Final Judgment, 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 and the State of
California must give Defendants 10 calendar days' notice before
divulging the material in any legal proceeding (other than a grand jury
proceeding).

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

XV. Enforcement of Final Judgment

A. If at any time during the five-year period following entry of
this Final Judgment, the United States determines in its sole
discretion that the Final Judgment has failed to fully redress the
violations alleged in the Complaint, then the United States may re-open
this proceeding to seek additional relief, including divestiture of
additional assets. Such additional relief may be ordered by this Court
upon a finding by a preponderance of the evidence that there is a
reasonable probability that the proposed Final Judgment did not fully
redress the violations alleged in the Complaint.
B. 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. In a civil contempt action, a motion to
show cause, or a similar action brought by the United States relating
to 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.
C. 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 State of California allege was
harmed by the challenged conduct. Defendants may be held in contempt
of, and 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.
D. 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 an 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 must 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 effort to enforce this
Final Judgment, including during the investigation of the potential
violation.
E. For a period of four 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.

XVI. Expiration of Final Judgment

Unless the Court grants an extension, this Final Judgment will
expire 10 years from the date of its entry, except that after five
years from the date of its entry, this Final Judgment may be terminated
upon motion by the United States to the Court and notice by the United
States to

[[Page 35567]]

Defendants and the State of California that the divestiture has been
completed and continuation of this Final Judgment is no longer
necessary or in the public interest.

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

Exhibit 1

1. Escondido Plant:
a. Escondido 4.27 Acres
b. Escondido gate trench drains
c. Silos and structure
d. 314R air compressor & air dryer
e. 314R air compressor & air dryer
f. Dry batch plant
g. 3 bay shop and office with 2 ton crane and all furnishings
h. Batch office with computers, control systems, and furnishings
i. Concrete reclaimer (non-op)
j. 40 ft conex parts storage
k. 2 water tanks
2. Oceanside Plant:
a. Oceanside ready mix yard
b. Oceanside non-operating
c. Oceanside plant slump racks
d. Agg silos and structure
e. Air compressor & air dryer
f. Wet batch plant
g. 3 bay shop and office with 3 ton crane and all furnishings
h. Batch office with computers, control systems, and furnishings
i. Concrete reclaimer (non-op)
j. 40 ft conex parts storage
k. 2 water tanks
3. Lakeside Plant:
a. Batch plant at TTT new portion
b. Dispatch building
c. Cement blower
d. 10000 gal. fuel tank
e. 40 ft. steel storage container
f. 20 ft. steel storage container
g. Washout pit TTT
h. Fencing TTT
i. 40 ft. aluminum cargo container
j. Curtis Masterline air compressor 12E100009AP
k. Gantry 6000lb crane S513093
l. Ice machine at TTT shop
m. Water and sewer for TTT plant
n. Coneco Lo Pro 12 Batchplant C-8560
o. 150 ton auxiliary silo
p. 3 water tanks

Exhibit 2

Relevant Personnel Job Titles

Escondido and Oceanside Plants
1. Batch Plant Operator
2. Diesel Mechanic
3. Operator
4. Plant Repairperson
5. Ready Mix Driver
6. Ready Mix Plant Manager
Lakeside Plant
1. Diesel Specialist
2. Diesel Technician Senior
3. Driver--Mobile Lube Truck
4. Driver--Ready Mix Truck I
5. General Support I
6. Leadperson II
7. Operator--Equipment II
8. Supv--RM Plant III

United States District Court for the District of Columbia

United States of America, and State of California, Plaintiffs,
v. Taiheiyo Cement Corporation, Calportland Company, and Vulcan
Materials Company, Defendants.

Civil Action No. 1:26-cv-01783
Hon. Colleen Kollar-Kotelly

Competitive Impact Statement

In accordance with the Antitrust Procedures and Penalties Act, 15
U.S.C. 16(b)-(h) (the ``APPA'' or ``Tunney Act''), the United States of
America files this Competitive Impact Statement related to the proposed
Final Judgment filed in this civil antitrust proceeding.

I. Nature and Purpose of the Proceeding

On October 27, 2025, Taiheyo Cement Corporation (``Taiheyo'') and
CalPortland Company (``CalPortland'') entered into a binding commitment
to acquire the California ready-mix concrete assets of Vulcan Materials
Company (``Vulcan'') for approximately $712 million. The United States
and the State of California filed a civil antitrust Complaint on May
21, 2026, seeking to enjoin the proposed acquisition. The Complaint
alleges that the likely effect of this acquisition may be to
substantially lessen competition for the production, distribution, and
sale of ready-mix concrete in San Diego, County California 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
State of California filed a proposed Final Judgment and an Asset
Preservation and Hold Separate Stipulation and Order (``Stipulation and
Order''), which are designed to address the loss of competition alleged
in the Complaint.
Under the proposed Final Judgment, which is explained more fully
below, Defendants are required to divest three ready-mix concrete
production facilities in San Diego County to Holliday Rock Co., Inc.
(``Holliday Rock''). The three production facilities are CalPortland's
facilities in Escondido and Oceanside, California and Vulcan's facility
in Lakeside, California. CalPortland will also sell fifteen ready-mix
concrete trucks to Holliday Rock and other associated assets.
Under the terms of the Stipulation and Order, Defendants must take
certain steps to operate, preserve, and maintain the full economic
viability, marketability, and competitiveness of the assets that must
be divested. In addition, management, sales, and operations of the
assets that must be divested must be held entirely separate, distinct
and apart from Defendants' other operations. The purpose of these terms
in the Stipulation and Order is to ensure that competition is
maintained during the pendency of the required divestiture. On May 27,
2026, the Court entered the Stipulation and Order.
The United States, the State of California, 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 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

Defendant Taiheiyo is a Japanese corporation with headquarters in
Tokyo, Japan. Taiheiyo produces and sells construction materials and
mineral resources, such as cement, ready-mix concrete, and aggregates,
in several countries, including the United States. Taiheiyo operates in
the United States through its subsidiary CalPortland. Taiheiyo reported
total revenues of more than $5.5 billion for fiscal year 2025.
Defendant CalPortland is a privately held, wholly-owned indirect
subsidiary of Taiheiyo. It is incorporated in California with
headquarters in Las Vegas, Nevada. CalPortland is one of the

[[Page 35568]]

largest suppliers of construction materials, including cement, ready-
mix concrete, aggregate, asphalt, and construction materials, in the
western United States and Canada. In the United States, CalPortland has
operations in California, Washington, Oregon, Nevada, Arizona, and
Alaska. In California, CalPortland owns cement, ready-mix concrete,
asphalt, and aggregate operations.
Defendant Vulcan is incorporated in New Jersey with headquarters in
Birmingham, Alabama. Vulcan is one of the largest producers of
construction materials in the United States, with operations in 22
states and the District of Columbia. Vulcan is also the largest
producer of aggregate in the United States. Vulcan has ready-mix
concrete operations in five states and the District of Columbia and
asphalt operations in six states. In California, Vulcan owns aggregate,
ready-mix concrete, and asphalt operations. In 2025, Vulcan reported
total revenues of approximately $7.9 billion.
On October 27, 2025, CalPortland agreed to acquire Vulcan's
competing ready-mix concrete assets in California, including in San
Diego County, for approximately $712 million under the terms of an
asset purchase agreement.

B. The Competitive Effects of the Transaction

The Complaint alleges that the transaction would result in
anticompetitive effects in the market for the production, distribution,
and sale of ready-mix concrete in San Diego County, California. Ready-
mix concrete is a building material made up of a combination of cement,
fine and coarse aggregate (i.e., crushed stone, gravel, and sand),
small amounts of chemical additives, and water. The amount of cement
added to a concrete mixture determines its strength, which is measured
in pounds per square inch (``psi''). To ensure structural integrity,
durability, and workability for each particular project, ready-mix
concrete suppliers custom produce the concrete for each project
according to the specifications supplied by the customer. Ready-mix
concrete with higher psi ratings is typically used for large
infrastructure projects, such as highways and bridges, and large
buildings, while ready-mix concrete with lower psi ratings is often
used for residential and curb-and-gutter construction projects.
Because customer needs can vary significantly from project to
project, ready-mix concrete is typically sold pursuant to bids, for
which customers provide extensive specifications regarding, among other
things, the amount of concrete, the various strengths of concrete, and
the size and timing of the concrete pours.
A supplier who wins a bid makes the ready-mix concrete at
production facilities called batch plants and delivers the concrete to
the customer. A batch plant measures the precise amount of dry input
products needed to manufacture a given type of concrete. The mixture is
then dumped into a rotating drum mounted on a heavy-duty truck.
Immediately before the truck departs the plant, a measured amount of
water is added. Once the water hits the dry mixture, an irreversible
chemical reaction is triggered causing the product to begin to set into
a rigid building substance. The concrete components are mixed by the
rotating drum while the truck is being driven to the job site. At the
job site, the concrete is poured directly from the truck onto the
project. The rotating drums prevent the concrete from hardening during
the travel from the plant to the project site.
Because concrete begins to set while being driven to the job site,
it is highly perishable. Contractors and state departments of
transportation typically limit the time concrete can spend in a truck
to 90 minutes or less. This time may be even shorter depending on
weather conditions. This time is measured from the moment the water
hits the dry concrete inputs in the truck until the concrete is poured
out of the truck. If the concrete is not poured within this 90-minute
window, the wet mix hardens and is rendered unusable. Because of this
90-minute window, contractors and state departments of transportation
typically allow only a portion--often only 30 minutes--to be consumed
by driving time. If the concrete is driven for a longer period of time,
there may be insufficient time for the concrete to be completely poured
onto the project within the 90-minute window.
As ready-mix concrete is hauled greater distances, the increased
transportation costs diminish the profitability of a load of concrete.
For these reasons, ready-mix concrete suppliers attempt to stay close
to their batch plants and ready-mix concrete customers require local
suppliers.
Depending on the project, ready-mix concrete customers may have
varying needs, including the mix and psi specifications, the volume
needed, the delivery conditions, and the quality of the product and
service. Not all suppliers of ready-mix concrete can satisfy customers'
needs for every kind of project. For example, servicing certain types
of large projects, such as bigger infrastructure projects and
commercial buildings, requires ready-mix concrete suppliers to be able
to provide: (a) a large number of cubic yards of concrete; (b) large
daily pours of concrete, which require the concrete supplier to
schedule trucks to arrive continuously at a project; (c) concrete
having multiple psi specifications; (d) proven concrete mix designs;
and (e) testing and quality control procedures to ensure the concrete
meets project engineering specifications.
Contractors building large projects carefully select suppliers to
minimize the chances of problems with concrete. If concrete is
defective because it does not meet the project specifications or the
concrete is not poured continuously, the customer may suffer
substantial direct and consequential losses. Customers can also suffer
substantial financial and reputational harm from delivery delays due to
worker downtime and equipment and project delays.
Purchasers of ready-mix concrete for large projects require that
their suppliers have: (a) multiple ready-mix concrete plants in a
geographic area; (b) the ability to produce large amounts of concrete
with multiple specifications; (c) proven concrete mix designs; (d) a
large number of concrete trucks; (e) a sizeable and well-trained
workforce; (f) the demonstrated ability to service such a large
project; and (g) considerable financial backing to remedy any problems
relating to defective concrete.
Each large project is bid separately and ready-mix concrete
suppliers can identify the specific market conditions that apply to
each large project, including the number of competitors that
potentially could service the project's requirements. Ready-mix
concrete suppliers can and do charge different prices, net of costs, to
customers based on the particular project's requirements and the market
conditions.
1. Relevant Markets
a. Relevant Product Market
As alleged in the Complaint, the production, distribution, and sale
of ready-mix concrete is a relevant product market. Ready-mix concrete
is unique because it is pliable when freshly mixed, can be molded into
a variety of forms, and is strong and permanent when hardened. For many
building applications, customers will not substitute other building
materials, such as steel, wood, or asphalt, for ready-mix concrete.
Steel is often not a substitute for ready-mix concrete because it
cannot be poured and formed into smooth, regular planes. Wood is often
not a

[[Page 35569]]

substitute because it does not have the structural strength to support
heavy loads. Asphalt is often not a substitute because it cannot be
used for the structural portions of bridges, cannot be used for
buildings, and, for certain applications, cannot be used for highways.
A small but significant and non-transitory increase in the price of
ready-mix concrete would not cause customers to substitute another
building material in sufficient quantities with sufficient frequency to
make such a price increase unprofitable. Accordingly, the production,
distribution, and sale of ready-mix concrete is a line of commerce and
a relevant product market within the meaning of Section 7 of the
Clayton Act.
b. Relevant Geographic Market
As alleged in the Complaint, ready-mix concrete is most often bid
on a project-by-project basis. For these projects, ready-mix concrete
suppliers can identify the specific market conditions that apply to
each customer's project, including the number of competitors that
potentially could service the location of the project. Ready-mix
concrete suppliers can target specific customers for a price increase
based on the particular location of a project and the number and
capabilities of rivals that can service that customer.
The ready-mix concrete purchasers that are potentially affected by
this acquisition are located in San Diego County. Due to the location
and transportation constraints described above, these customers
typically cannot turn to suppliers outside this area for their ready-
mix concrete needs. The purchasers in San Diego County are similarly
situated with respect to the competitive impact of this acquisition and
can therefore be aggregated for analytical convenience.
Ready-mix concrete is perishable and the cost of transporting it is
high compared to the value of the product. Thus, depending on the size
of a metropolitan area and typical traffic conditions within that area,
the distance concrete can reasonably be transported is generally
limited to a metropolitan area or, in many cases, only a portion of
that area. This is particularly true for large projects, such as
highways, bridges, and high-rise buildings.
As the Complaint alleges, in San Diego County, the suppliers with
the ability to bid on ready-mix concrete projects, and particularly
ready-mix concrete for large projects, are most often those with plants
located within 30 minutes, and to a lesser extent 60 minutes, of
driving time to the project site. This timeframe accounts for
unpredictable traffic and other unforeseen delays that may arise on a
project site. Accordingly, the production, distribution, and sale of
ready-mix concrete to customers in San Diego County is a relevant
market within the meaning of Section 7 of the Clayton Act. The
producers that participate in this market are those that are also
located in San Diego County.
2. Anticompetitive Effects
As alleged in the Complaint, the proposed acquisition is likely to
substantially lessen head-to-head competition in the production,
distribution, and sale of ready-mix concrete in San Diego County. In
San Diego County, CalPortland and Vulcan are two of the largest
suppliers of ready-mix concrete and two of only a small number of
suppliers that can supply ready-mix concrete to customers with large
projects.
Combined, Cal Portland and Vulcan have a share of over 50 percent
in the market for ready-mix concrete in San Diego County. The market
for ready-mix concrete is already highly concentrated and, as evidenced
by the parties' combined share, would be significantly more
concentrated after the proposed acquisition.
CalPortland and Vulcan compete directly against one another in San
Diego County to provide ready-mix concrete to customers. Price
competition between CalPortland and Vulcan in the production,
distribution, and sale of ready-mix concrete has benefitted customers.
CalPortland and Vulcan also vie to win customers' business by offering
quality products, reliable delivery, and superior customer support.
As alleged in the Complaint, CalPortland's proposed acquisition of
Vulcan's ready-mix concrete assets in San Diego County would eliminate
the competition between them and its benefits to customers. The
proposed acquisition would substantially increase the likelihood that
CalPortland would unilaterally increase the price of ready-mix concrete
to a significant number of customers. The proposed acquisition would
also substantially increase the likelihood that CalPortland would
reduce the quality of its products or its service. The presence of
other ready-mix concrete suppliers would not be sufficient to constrain
a unilateral exercise of market power by CalPortland after the proposed
acquisition.
In addition, as the Complaint alleges, customers that require
ready-mix concrete for use in large projects may be more severely
affected by the proposed acquisition. The number of competitors that
could constrain CalPortland post-acquisition from raising prices for
those customers is smaller than the total number of ready-mix concrete
suppliers because it is limited to companies that meet the requirements
imposed by customers for large ready-mix concrete projects.
Further, as alleged in the Complaint, the elimination of
CalPortland and Vulcan as independent competitors in the production,
distribution, and sale of ready-mix concrete is likely to facilitate
anticompetitive coordination among the remaining producers in bidding
to customers in the relevant geographic market. Suppliers in this
industry have access to information about competitors' output,
capacity, and costs. Given these market conditions, eliminating an
important ready-mix concrete supplier is likely to further increase the
ability of the remaining competitors to successfully coordinate,
reducing the benefits of competition to consumers.
In sum, as alleged in the Complaint, after the proposed
acquisition, CalPortland would likely have the incentive and ability to
profitably raise prices and reduce the product and service quality of
ready-mix concrete in San Diego County. The proposed acquisition would
likely also facilitate anticompetitive coordination among ready-mix
concrete suppliers in San Diego County, which also likely would result
in higher prices and other anticompetitive effects. The proposed
acquisition, therefore, may substantially lessen competition in the
markets for ready-mix concrete in San Diego County in violation of
Section 7 of the Clayton Act.
3. Absence of Countervailing Factors
As alleged in the Complaint, entry of new competitors into the
market for the production, distribution, and sale of ready-mix concrete
to customers in San Diego County will not be timely, likely, or
sufficient to prevent the loss of competition that would result from
CalPortland's acquisition of Vulcan's California ready-mix concrete
operations.
Opening a ready-mix concrete batch plant in a metropolitan area is
difficult and time-consuming due to the need to acquire the land on
which to build a batch plant. The location of a batch plant is very
important because of the perishability of the ready-mix concrete.
Finding the appropriate site for such a plant close enough to projects
is difficult, because in metropolitan areas such land is frequently
already utilized or does not have the appropriate zoning. Further,
obtaining the land-use permits

[[Page 35570]]

or zoning variances and necessary environmental permits is difficult,
costly, and time consuming. In addition to building the new batch
plant, an entrant would also have to secure sources of cement and
aggregate, which are inputs into ready-mix concrete.
Successful entry or expansion into the production, distribution,
and sale of ready-mix concrete for customers with large projects is
even more difficult, time-consuming, and costly. To be able to bid on
large projects, it is not enough simply to be able to produce ready-mix
concrete. To bid on these large projects, a new entrant or an existing
producer must have multiple ready-mix concrete plants in a geographic
area, the ability to produce large amounts of concrete with multiple
specifications, backup plants, a large number of concrete trucks,
proven mix designs, a sizeable and well-trained workforce, the
demonstrated ability and reputation to be able to service such a large
project, and considerable financial backing to remedy any problems
relating to defective concrete.
As alleged in the Complaint, as a result of these high barriers,
entry into the market for the production, distribution, and sale of
ready-mix concrete to purchasers in San Diego County would not be
timely, likely, or sufficient to defeat the substantial lessening of
competition that would likely result from CalPortland's acquisition of
Vulcan's ready-mix concrete operations in California.

III. Explanation of the Proposed Final Judgment

The relief required by the proposed Final Judgment will remedy a
substantial portion of the competition that would be lost as a result
of CalPortland's proposed acquisition of Vulcan's California ready-mix
concrete operations. The relief required will establish an independent
and economically viable competitor in the market for the production,
distribution, and sale of ready-mix concrete in San Diego County,
California. Section IV of the proposed Final Judgment requires
Defendants, within 15 calendar days after the entry of the Stipulation
and Order by the Court, to divest the divestiture assets described
below to Holliday Rock or an alternative acquirer acceptable to the
United States, in its sole discretion, after consultation with the
State of California. The assets must be divested in such a way as to
satisfy the United States, in its sole discretion, after consultation
with the State of California, that the assets can and will be operated
by the acquirer as a viable, ongoing business that can compete
effectively in the production, distribution, and sale of ready-mix
concrete. Defendants must take all reasonable steps necessary to
accomplish the divestiture quickly and must cooperate with the
acquirer.

A. Divestiture Assets

The assets Defendants are required to divest to Holliday Rock
pursuant to the proposed Final Judgement are: (1) the real property and
CalPortland's ready-mix concrete plant in Escondido, California; (2)
CalPortland's ready-mix concrete plant in Oceanside, California; (3) a
leasehold interest, that will be in effect during the entire period of
the Final Judgment, in Vulcan's ready-mix concrete plant in Lakeside,
California; (4) leasehold interests, that will be in effect during the
entire period of the Final Judgment, in the real property on which the
Oceanside Plant and Lakeside Plant are located; (5) fifteen CalPortland
ready-mix concrete trucks servicing the Escondido Plant and the
Oceanside Plant as of date of the entry of the Asset Preservation and
Hold Separate Stipulation and Order in this matter; and (6) certain
licenses, permits, and records relating to the divested plants. If the
acquirer of the divestiture assets is not Holliday Rock, then
additional assets are required to be divested at the acquirer's option.
Those additional assets include additional real property and leasehold
interests relating to the divested plants and tangible personal
property, contracts, customer relationships, records, intellectual
property, and other intangible property that is utilized by or related
to the divested ready-mix concrete plants. The definition of the
divestiture assets was structured in this way to ensure that any
acquirer of the divestiture assets would have all it needs to be a
strong competitor in the market for the production, distribution, and
sale of ready-mix concrete. Holliday Rock already has some of the
necessary assets and expertise in the production, distribution, and
sale of ready-mix concrete in California and therefore does not need
any assets beyond those enumerated in (1) through (6) above.

B. Supply and Transition Services Agreements

Paragraph IV(M) of the proposed Final Judgment requires Vulcan, at
the acquirer's option, and subject to approval by the United States in
its sole discretion, to enter into a supply contract or contracts for
aggregate sufficient to meet the acquirer's needs for a period of up to
12 months. The acquirer may terminate the supply contract, or any
portion of it, without cost or penalty at any time upon 30 calendar
days' written notice to Vulcan. At the option of the acquirer, subject
to approval by the United States in its sole discretion, Vulcan must
enter into one or more extensions of any such contracts for a total of
up to an additional 180 calendar days. Any amendments to or
modifications of any provisions of a supply contract are subject to
approval by the United States in its sole discretion. This provision
will help to ensure that the acquirer will not face disruption to its
supply of aggregate during an important transitional period.
The proposed Final Judgment requires Defendants to provide certain
transition services to maintain the viability and competitiveness of
the divestiture assets during the transition to the acquirer if the
divestiture is made to an acquirer other than Holliday Rock. 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 a period of up to
six months. The acquirer may terminate the transition services
agreement, or any portion of it, without cost or penalty at any time
upon commercially reasonable notice. This paragraph further provides
that at the option of the acquirer, subject to approval by the United
States in its sole discretion, Defendants must enter into one or more
extensions of any such contracts for a total of up to an additional 90
calendar days. Any amendments to or modifications of any provisions of
a transition services agreement are subject to approval by the United
States in its sole discretion. Paragraph IV(N) also provides that
employees of Defendants tasked with supporting this agreement must not
share any competitively sensitive information of the acquirer with any
other employee of Defendants, unless such sharing is for the sole
purpose of providing transition services to the acquirer.

C. Other Provisions

Paragraph IV(B) of the proposed Final Judgment will facilitate the
transfer to the acquirer of those customers and other contractual
relationships that are included within the divestiture assets. For
those contracts and customers divested, 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

[[Page 35571]]

another party before assignment, subcontracting, or other transfer.
The proposed Final Judgment contains provisions intended to
facilitate the acquirer's efforts to hire certain employees.
Specifically, Paragraph IV(I) of the proposed Final Judgment requires
Defendants to provide the acquirer and the United States and the State
of California with organization charts and information relating to
these 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 compensation
and benefits that those employees have fully or partially accrued, and
provide all other benefits that the employees would generally be
provided had those employees continued employment with Defendants,
including but not limited to any retention bonuses or payments. This
provision further provides that for a period of six months from the
date of the divestiture, Defendants may not solicit to re-hire any of
those employees who were hired by the acquirer within three months of
the date of the divestiture unless an employee is terminated or laid
off by the acquirer or the acquirer agrees in writing that Defendants
may solicit to hire that individual. In addition, Paragraph IV(J)
requires Defendants to use their best efforts to assist the acquirer in
interviewing and hiring at least one salesperson with existing
responsibility relating to the sale of ready-mix concrete in San Diego
County.
Section XI of the proposed Final Judgment requires CalPortland and
Taiheiyo to notify the United States and the State of California in
advance of acquiring, directly or indirectly, 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 financial or management interest in any plant or facility that
produces ready-mix concrete during the term of this Final Judgment in
the following California counties: Alameda, Contra Costa, El Dorado,
Imperial, Marin, Napa, Riverside, Sacramento, San Diego, San Francisco,
San Mateo, Santa Clara, Solano, Sonoma, and Yolo. Pursuant to the
proposed Final Judgment, CalPortland and Taiheiyo must notify the
United States and the State of California of such acquisitions as it
would for a required HSR Act filing, as specified in the Appendix to
Part 803 of Title 16 of the Code of Federal Regulations. The proposed
Final Judgment further provides for waiting periods and opportunities
for the United States and the State of California to obtain additional
information analogous to the provisions of the HSR Act before such
acquisitions can be consummated.
If Defendants do not accomplish the divestiture within the period
prescribed in Paragraph IV(A) 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 Defendants must pay all costs and expenses of
the trustee. The divestiture trustee's commission must 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 must
provide monthly reports to the United States and the State of
California setting forth his or her efforts to accomplish the
divestiture. If the divestiture has not been accomplished within 180
calendar days of the divestiture trustee's appointment, 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.
The proposed Final Judgment also contains provisions designed to
promote compliance with and make enforcement of the Final Judgment as
effective as possible. Section XII prohibits Taiheiyo and CalPortland,
during the term of the Final Judgment, from reacquiring any part of,
any interest in, or any form of control over the divestiture assets.
Paragraph XV(A) provides that if, at any time during the five-year
period following entry of the Final Judgment, the United States
determines in its sole discretion that the Final Judgment has failed to
fully redress the violations alleged in the Complaint, then the United
States may re-open this proceeding to seek additional relief, including
the divestiture of additional assets. The Court may order such
additional relief if it finds by a preponderance of the evidence that
there is a reasonable probability that the proposed Final Judgment did
not fully redress the violations alleged in the Complaint.
Paragraph XV(B) 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 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 XV(C) provides additional clarification regarding the
interpretation of the provisions of the proposed Final Judgment. The
proposed Final Judgment is intended to address much of the competition
that the United States and the State of California allege would be lost
as a result of the transaction. Defendants agree that they will abide
by the proposed Final Judgment and that they may be held in contempt of
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 XV(D) 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 an 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
XV(D) provides that, in any successful effort by the United States to
enforce the Final Judgment against a Defendant, whether litigated or
resolved before litigation, the Defendant must reimburse the United
States for attorneys' fees, experts' fees, and other costs incurred in
connection with that effort to enforce the Final Judgment, including
the investigation of the potential violation.
Paragraph XV(E) 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

[[Page 35572]]

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 XVI 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 motion by the United States to the
Court and notice by the United States to Defendants and the State of
California that the divestiture has been completed and continuation of
the Final Judgment is no longer necessary or in the public interest.

IV. Remedies Available to Potential Private Plaintiffs

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, the State of California, 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 of publication of this Competitive Impact Statement in
the Federal Register, or within 60 days of the first 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, the comments and the United States' responses will be
published in the Federal Register unless the Court agrees that the
United States instead may publish them on the U.S. Department of
Justice, Antitrust Division's internet website.
Written comments should be submitted in English to: Soyoung Choe,
Acting Chief, Defense Industrials, and Aerospace Section, Antitrust
Division, United States Department of Justice, 450 Fifth St. NW, Suite
8700, Washington, DC 20530, <a href="/cdn-cgi/l/email-protection#89c8dddba7d9fcebe5e0eaa4cae6e4e4ece7fdfaa4ddfce7e7ecf0a4c8eafda4c4cbc9fcfaede6e3a7eee6ff">[email&#160;protected]</a>.
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 CalPortland's proposed acquisition of
Vulcan's ready-mix concrete assets in California. The United States is
satisfied, however, that the relief required by the proposed Final
Judgment will substantially address the anticompetitive effects alleged
in the Complaint, preserving competition for San Diego County. Thus,
the proposed Final Judgment achieves 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.

VII. Standard of Review Under the APPA for the Proposed Final Judgment

Under the Clayton Act and APPA, proposed Final Judgments, or
``consent decrees,'' in antitrust cases brought by the United States
are 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 proposed Final Judgment is limited and only
inquires ``into whether the government's determination that the
proposed remedies will cure the antitrust violations alleged in the
complaint was reasonable, and whether the mechanisms to enforce the
final judgment are clear and manageable'').
As the 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.

[[Page 35573]]

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 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
also 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 the 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. Microsoft, 56 F.3d 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., id. 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 Complaint, and does not authorize the Court to
``construct [its] own hypothetical case and then evaluate the decree
against that case.'' Id. 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 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: June 5, 2026

Respectfully submitted,

-----------------------------------------------------------------------
CHRISTINE A. HILL (DC Bar #461048),
MIRANDA ISAACS (DC Bar #1780815),
U.S. Department of Justice, Antitrust Division, Defense,
Industrials, and Aerospace Section, 450 Fifth Street NW, Suite 8700,
Washington, DC 20530, (202) 386-1744,<a href="/cdn-cgi/l/email-protection#a4c7ccd6cdd7d0cdcac18acccdc8c8e4d1d7c0cbce8ac3cbd2">[email&#160;protected]</a>.

[FR Doc. 2026-11658 Filed 6-10-26; 8:45 am]
BILLING CODE 4410-11-P

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