                             UNPUBLISHED

                  UNITED STATES COURT OF APPEALS
                      FOR THE FOURTH CIRCUIT


                             No. 15-2091


CLEAN AIR CAROLINA;      YADKIN   RIVERKEEPER;   NORTH   CAROLINA
WILDLIFE FEDERATION,

                Plaintiffs - Appellants,

           v.

NORTH CAROLINA DEPARTMENT OF TRANSPORTATION; FEDERAL HIGHWAY
ADMINISTRATION; JOHN F. SULLIVAN, in his official capacity
as Division Administrator of FHWA; NICHOLAS J. TENNYSON, in
his official capacity as NC Secretary of Transportation,

                Defendants - Appellees.



Appeal from the United States District Court for the Eastern
District of North Carolina, at Raleigh.  James C. Dever III,
Chief District Judge. (5:14-cv-00863-D)


Argued:   May 12, 2016                       Decided:    June 9, 2016


Before WILKINSON, MOTZ, and SHEDD, Circuit Judges.


Affirmed by unpublished per curiam opinion.


ARGUED: Kimberley Hunter, SOUTHERN ENVIRONMENTAL LAW CENTER,
Chapel Hill, North Carolina, for Appellants.      Erika Barnes
Kranz, UNITED STATES DEPARTMENT OF JUSTICE, Washington, D.C.;
Thomas Norfleet Griffin, III, PARKER POE ADAMS & BERNSTEIN LLP,
Charlotte, North Carolina, for Appellees.     ON BRIEF: Ramona
McGee, SOUTHERN ENVIRONMENTAL LAW CENTER, Chapel Hill, North
Carolina, for Appellants. John C. Cruden, Assistant Attorney
General, Jared Pettinato, Environment & Natural Resources
Division, UNITED STATES DEPARTMENT OF JUSTICE, Washington, D.C.;
Gloria Hardiman-Tobin, Jack Gilbert, Christopher S. Jones,
FEDERAL HIGHWAY ADMINISTRATION, Atlanta, Georgia; Matthew L.
Fesak, Assistant United States Attorney, OFFICE OF THE UNITED
STATES ATTORNEY, Raleigh, North Carolina, for Appellees Federal
Highway Administration and John F. Sullivan.      Scott Slusser,
Special Deputy Attorney General, NORTH CAROLINA DEPARTMENT OF
JUSTICE, Raleigh, North Carolina, for Appellees North Carolina
Department of Transportation and Nicholas J. Tennyson.


Unpublished opinions are not binding precedent in this circuit.




                                2
PER CURIAM:

       The   North     Carolina      Department       of    Transportation         and    the

Federal      Highway     Administration          (collectively        “the       Agencies”)

approved     construction       of    a    twenty-mile       toll    road     in    western

North Carolina linking Mecklenburg and Union Counties -- the

Monroe Connector Bypass.             Seeking to enjoin construction of the

toll    road,    Clean    Air     Carolina,         the    North    Carolina       Wildlife

Federation,       and      Yadkin          Riverkeeper          (collectively,           “the

Conservation      Groups”)      filed      suit     in    2010.      The     Conservation

Groups contended that the process by which the Agencies approved

the road violated the National Environmental Policy Act (“NEPA”)

and    the   Administrative       Procedure         Act    (“APA”).        See     National

Environmental Policy Act of 1969, 42 U.S.C. §§ 4321-74 (2012);

Administrative Procedure Act, 5 U.S.C. §§ 701-06 (2012).

       The    district     court          granted     summary       judgment       to     the

Agencies.       See N.C. Wildlife Fed’n v. N.C. Dep’t of Transp., No.

5:10-CV-476-D, 2011 WL 5042075 (E.D.N.C. Oct. 24, 2011).                                  On

appeal, we reversed and remanded.                     See N.C. Wildlife Fed’n v.

N.C.    Dep’t    of    Transp.,      677    F.3d     596    (4th    Cir.     2012).       We

explained       that      “NEPA      procedures            emphasize       clarity       and

transparency of process over particular substantive outcomes.”

Id. at 603.       “Because the Agencies failed to disclose critical

assumptions      underlying       their     decision       to   build      the    road   and

instead provided the public with incorrect information,” we held

                                             3
that their lack of transparency violated NEPA.                       Id. at 598.     We

reserved judgment on the legitimacy of the Agencies’ analysis,

and remanded “so that the Agencies and the public [could] fully

(and publicly) evaluate” that analysis.               Id. at 605.

        In July 2012, the Agencies rescinded their prior Record of

Decision and reinitiated the NEPA process.                      In November 2013,

the     Agencies     published     a    new     draft     Environmental          Impact

Statement    (“EIS”)     indicating      that      they   had    “reevaluated       the

primary needs for the proposed action” and that “those needs

[had] not changed” from those in the original EIS.                          In the time

after issuance of the original EIS, the Agencies had reduced

traffic congestion on U.S. 74 -- the road in question -- through

minor     improvements      in    the    infrastructure.               The     Agencies

nevertheless       concluded     that   “while     providing         some    short-term

benefit,” the minor improvements would “not meet the purpose and

need for the Monroe Connector Bypass project.”                          The Agencies

thus concluded that the toll road was still “the best option”

for meeting the area’s long-term traffic needs.

      In reaching that conclusion, the Agencies also reevaluated

the data that they had failed to disclose to the public during

the     original     NEPA   process.          In     order      to     evaluate     the

environmental impact of building the toll road, NEPA requires

the Agencies to compare the projected impact of building the

toll road to a “no-build” baseline of the environmental impact

                                         4
without the road.              Previously, the no-build baseline that the

Agencies relied on had in some parts assumed the existence of

the toll road -- and in denying that assumption the Agencies had

not    been    transparent       with       the       public.        Now,    admitting        their

original error, the Agencies conducted a new no-build analysis

that properly excluded the existence of the toll road.                                         They

concluded,          however,     that        the       travel        time     and     land     use

projections -- taking into account the correct information --

were identical to their original projections.                               Consequently, the

Agencies       confirmed       that     their          original       no-build        model     was

accurate, and compared it to an updated build model based on

current data.

       In     December     2013,      the     Agencies         held    public       hearings    on

their draft EIS.              The Conservation Groups submitted comments,

including       an     expert        report       that        criticized      the      Agencies’

reliance       on    their     prior       data.         In    May    2014,     the     Agencies

simultaneously released a new final EIS and a new Record of

Decision.            The     final     EIS     discussed          updated       socioeconomic

projections,         which     had    been     released         in    January       2014,      that

projected growth in the area by 2040.                           Those projections showed

that    the    surrounding       counties             would    not    grow    as    quickly     as

previously          estimated,       but     would        still       reach     the     previous

estimates by 2040.              The Record of Decision thus confirmed the



                                                  5
Agencies’ decision to build the road.                        The Conservation Groups

again filed suit.

      The Conservation Groups alleged that the Agencies violated

NEPA and the APA in four ways:                   (1) the alternatives analysis

was   arbitrary          and   capricious;       (2)    the    environmental         impact

analysis      was        arbitrary    and     capricious;        (3)        the     Agencies

undermined NEPA by fostering a climate of misinformation; and

(4) the Agencies should not have issued the final EIS and the

Record of Decision at the same time.

      In a lengthy opinion, the district court rejected those

challenges.         First, the court found that the Conservation Groups

did not establish that the Agencies “failed to take a sufficient

‘hard look’ at the reasonable alternatives.”                      Clean Air Carolina

v. N.C. Dep’t of Transp., No. 5:14-CV-863-D, 2015 WL 5307464, at

*8 (E.D.N.C. Sept. 10, 2015).                The district court explained that

the Agencies “adequately created and compared No Build and Build

scenarios”      and      corrected    their      previous      flaws     in       evaluating

alternatives.            Id. at *10.        Second, the court found that the

Agencies had adequately analyzed the environmental impacts of

the   project       --    including    any    growth     induced       by     the   project

itself and the cumulative impacts of the project.                             Id. at *11-

13.   Third, the court found that “in light of the administrative

record   as     a     whole”    the    Agencies        had    complied       with    NEPA’s

requirements for public comment and transparency.                             Id. at *14-

                                             6
15.    Finally, the court found that the Agencies did not abuse

their discretion in issuing the final EIS and the Record of

Decision together.         Id. at *15-16.      Concluding that the Agencies

had    met   all    of   the   requirements    of   NEPA   and    the    APA,   the

district court granted summary judgment to the Agencies.                   Id. at

*17.    The Conservation Groups then filed this appeal.

       Having      carefully   considered     the   controlling    law    and   the

parties’ briefs and oral arguments, we affirm on the reasoning

of the thorough district court opinion.

                                                                         AFFIRMED




                                       7
