UNITED STATES OF AMERICA

BEFORE THE FEDERAL TRADE COMMISSIO

SECRrAR'

CHICAGO BRIDGE & IRON COMPANY N. a foreign corporation, 

In the Matter of

Corrected Public Version

CHICAGO BRIDGE & IRON COMPANY

a corporation,

Docket No. 9300

PITT-DES MOINES, INC.,

a corporation.

RESPONDENTS' MOTION FOR IN CAMERA TREATMENT OF MATERIAL

PREVIOUSLY DESIGNATED AS CONFIDENTIAL

Respondents l fiJe this Motion for 

In Camera Treatment of Materal Previously

Designated as Confidential pursuant to Rule 3.45(b) of the Federal Trade Commission

FTC") Rules of Practice, 16 C.F.R. 93.45(b). Respondents respectfully request that the

Commission enter a protective order directing in camera treatment for certain material

containing highly confidential and sensitive CB&I business information.

INTRODUCTION

On February II , 2005 , Complaint Counsel in this action filed an Opposition to

Respondents' Petition to Reconsider (the "Opposition ). Complaint Counsel's Opposition

induded material that CB&I submitted to the FTC in another matter, and which it had

previously designated as highly confidentiaJ (attached hereto at Exhibit A). The

Opposition also included a discussion of that materia1. See Opposition, p. 12. CompJaint

Counsel requested that their Opposition be placed temporarily under seaJ pursuant to

1 Respondents Chicago Bridge & Iron Company N.V. and Chicago Bridge & Iron

Company are referred to herein coJJectiveJy as "Respondents" or "CB&J."
Commission Rule 4.1 O(g), 16 C.F.R. 94. 10(g), in order to afford Respondents the

opportunity to seek a protective order for in camera treatment of this materia1.

Respondents now do so.

The material in question concerns (

See

Exhibit A. (

See Affdavit of Richard E. Goodrich, attached

hereto at Exhibit B (" Goodrich Affdavit"

). (

See id. 

See Exhibit A. (

See Goodrich Affdavit. As noted by CB&I at

the time, the material CB&I submitted to the FTC contained highly confidential business

information, the release or publication of which would substantially harm CB&I's

business. See Exhibit A. As such, CB&I requested that the material be treated as highly

confidential and destroyed or returned (

Seeid.

II.

THE LEGAL STANDAR

Rule 3.45 governs in camera treatment of materials, stating that material shaH be

placed in camera only after finding that its public disclosure would likely result in a

clearly defined , serious injury to the person , partnership or corporation requesting 
camera treatment." 16 C. R. 93.45(b). The rule also indicates the FTC decisions which

articulate the standard for placing materials in camera. See H.P. Hood Sons, Inc. , 58

FTC. 1184, 1188 (1961); see also General Foods Corp. 95 FTC. 352, 355 (1980);

Bristol-Myers Co. 90 FTC. 455, 456 (1977). According to this authority, applicants for

in camera treatment must make a " clear showing that the information concerned is

suffciently secret and suffciently material to their business that disclosure would result

in serious competitive injury. General Foods Corp. 95 FTC. at 355.

Moreover, the Commission has established six factors to consider in determining

whether an in camera applicant has made a sufficient showing: (I) the extent to which

the information is known outside the party s business; (2) the extent to which the

info11ation is known by employees and others involved in the party s business; (3) the

extent of measures taken by the party to guard the secrecy of the information; (4) the

value of the info11ation to the party and its competitors; if the information is old, a

greater burden is placed on the party to demonstrate its value; (5) the amount of effort or

money expended by the pary in developing the info11ation; and (6) the ease or diffculty

with which the information could be properly acquired or duplicated by others. BristolMyers Co. 90 FTC. at 456. In addition

, 

(tJhe loss of business advantage is a good

example of a ' clearly defined , serious injury.''' Hoechst Marion Roussel, Inc. 2000 FTC.

LEXIS 138 at *6 (citing General Foods 95 FTC. at 355).

II.

THE MATERIAL AT ISSUE MEETS THE LEGAL STANDAR FOR 

CAMERA TREATMENT - PUBLIC DISCLOSURE OF THE INFORMATION

WOULD RESULT IN A CLEARLY DEFINED, SERIOUS INJURY TO CB&I

Attachment A to Complaint Counsel's Opposition (Exhibit A hereto) should be

placed in camera. AdditionaHy, those portions of the instant motion, Exhibit B hereto
and Complaint Counsel's Opposition that have been redacted in the public record should

be afforded in camera treatment. The public disclosure of this information would

damage CB&I's business by revealing (

Competitors who are privy to (

J will have a competitive advantage over CB&I, who wil not have

the benefit of similar info11ation concerning its competitors. In fact, information of this

nature is some of the most sensitive that CB&I maintains.

Moreover, this information meets the six criteria set forth by the Commission for

use in evaluating the need for in camera treatment. First, this information is not known

publicly outside of CB&I's business. See Goodrich Affdavit. (

See

id. Second, within CB&I's business this info11ation is known to only a handful of high

level executives. See id. Third, CB&I has taken aJJ due precautions to safeguard the

confidential nature of this information, including asking the FTC to destroy or return such

information. See id. Fourth, this information is of great value to CB&I, as it represents

See id. 

See id. Fifth, CB&I expended a significant amount of money

and effort ( J. See id. Finally, this is the type of

information that CB&I would not aJJow to be obtained by anyone outside of its
organization and which could not be duplicated by anyone outside of CB&J. See id. 

sum, the public disclosure of information (

J would cause CB&I a loss of business advantage because it would

expose ( J to its competitors, who would

otherwise have no way to know this info11ation.

IV.

THE MATERIAL AT ISSUE SHOULD BE KEPT IN CAMERA FOR A PERIOD

OF FIVE YEARS

Once it is established that material deserves in camera treatment, the duration of

such treatment must be determined. See 16 C.F.R. 93.45(b). When in camera treatment

is granted for ordinary business records, as opposed to trade secrets or other sensitive

technical information, it is typicaJJy extended for two to five years. See e. , In re E.I Du

Pont de Nemours Co. 97 FTC. 116 (Jan. 21 , 1981). Due to the highly sensitive

nature of the material at issue here , CB&I requests that the material be granted in camera

treatment for a period of five years. Previously in this action, similar competitive

info11ation has been granted in camera treatment for a period of five years or more. See

Order Granting Respondents' Renewed Motion for in Camera Treatment of Certain

Exhibits, December 3 , 2002 (granting corporate strategy documents in camera treatment

for a period of ten years); Order on Non-Parties ' Renewed Motions for In Camera

Treatment of Documents Listed on Parties' Exhibit Lists , November 14, 2002 (granting

certain non-party testimony in camera treatment for a period of 5 years).

WHEREFORE, CB&I respectfuJJy requests that the Commission enter an Order

granting in camera treatment for Attachment A to Complaint Counsel's Opposition

(attached hereto as Exhibit A), as weJJ as those portions of the instant motion, Exhibit B
hereto and Complaint Counsel's Opposition that have been redacted in the public record

for a period of five years.

Dated: February 22 2005

c;'04

SKADDEN , ARPS, SLATE, MEAGHER & FLOM LLP

4 Times Square

New York, NY 10036-6522

Telephone No. : 212-735-2644

Facsimile No. : 917-777-2644

Charles W. Schwartz

SKADDEN , ARPS, SLATE, MEAGHER & FLOM LLP

1600 Smith, Suite 4400

Houston, TX 77002-7348

Telephone No. : 713-655- 5160

Facsimile No. : 888-329-2286

ATTORNYS FOR RESPONDENTS

CHICAGO BRIGE & IRON COMPAN N.

AND CHICAGO BRIDGE & IRON COMPAN
CERTIFICATE OF SERVICE

, Sara Bensley, hereby certify that on February 28, 2005, true and correct

copies of the foregoing Corrected Public Version of Respondents ' Motion for In Camera

Treatment of Material Previously Designated as Confidential were served on the

following persons by hand delivery:

Donald S. Clark

Secretary

Federal Trade Commission

RoomH- 159

600 Pennsylvania Avenue, N.

Washington, D.C. 20580

Rhett R. Krlla, Esq.

Assistant Director

Bureau of Competition

Federal Trade Commission

Room S-3602

600 Pennsylvana Avenue, N.

Washington, D.C. 20580

Steven L. Wilensky, Esq.

Federal Trade Commission

601 New Jersey Avenue, N.

Room NJ-6120

Washington, D.C. 20001

ara Bensley
ATTACHMNT A

Temporarly under seal in accordace with Commssion Rule 4.l0(g), 16 C.

F.R 9 4. 1 O(g).

UNITED STATES OF AMERICA

BEFORE THE FEDERA TRAE COMMISSION

In the Matter of

CHICAGO BRIDGE & IRON COMPAN N.

foreign corporation

Corrccted Public Version

CHICAGO BRIDGE & IRON COMPAN

a corporation

Docket No, 9300

PITT-DES MOINES, INC.,

a corporation,

AFFIDAVIT OF RICHAR E. GOODRICH

I am Executive Vice President and Chief Financial Offcer 

Chicago Bridge & Jron CompanyN.V. ("CB&I"

In 2004, CB&I (

At the time CB&I submitted these materiaJs to the FTC, 

designated them as highly confidentiaJ and requested that the FTC destroy or return the

materials to CB&I (
J CB&I

considers ( J its voluntar submission of

materials to the FTC as highly confidential and extremely sensitive business information

the release or publication of which would substantialJy har CB&I's business.

To CB&I's knowledge, no one outside of CB&I, aside ITom certain

individuals at the FTC (

at the time or knows about it now.

Only a small number of high level executives at CB&I were ever

privy to any information concerning ( This information

constitutes a highly confidential executive level strategy, and I would not casualJy discuss

it even within CB&I.

CB&I has taken, and continues to take, alJ due precautions to

safeguard the confidential nature of this information.

Information concerning ( J is of great

value to CB&I because it concerns (

10. CB&I expended a significant amount of effort and money pursuing
, ,

11. Information concerning J is the type of

information that canot be duplicated outside of CB&I and which CB&I wil not allow

anyone outside of its business to obtain.

12. CB&I is particularly concerned that the release of this information

would disadvantage CB&I with respect to its competitors because it would give

competitors inside information concerning (

J In addition, CB&I voluntarily contacted the FTC and provided information to

the FTC with the understanding that its contacts and information would be held

confidential and not publicly disclosed, especially in an unrelated matter.

I declare under penalty of peIjury under the laws of the United States of

America that the foregoing is true and correct.

Executed on 

f. 

:2 - 

Richard E. Goodrich
DIRECT DIAL

202. 371 7032

DIRECf FAX

202. 661. 832 I

SKADDEN , ARPS, SLATE, MEAGHER 0. FLOM LLP

1440 NEW YORK AVENUE, N.

WASHINGTON, D. C. 20005-2111

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February 28 2005

BEIJING

BRUSSELS

FRANKFURT

HONG KONG

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MOSCOW

PARIS

SINGAPORE

SYDNE:Y

TOKYO

TORONTO

BY HAND

Donald S. Clark

Secretary

Federal Trade Commission

Room H- 159

600 Pennsylvania Avenue, N.

Washington, DC 20580

RE: In the Matter of Chicago Bridge Iron Company N. V

Chicago Bridge Iron Company, Pitt-Des Moines, Inc.

(Docket No. 9300)

Dear Secretar Clark:

Please find enclosed for filing today an updated public version of

Respondents ' Motion for In Camera Treatment of Material Previously Designated as

Confidential, corrected to show brackets where confidential info11ation has been

redacted. This updated version replaces the public version filed on Tuesday,

February 22 2005. The signed original and twelve copies ofthe confidential version

of Respondents' Motion for In Camera Treatment of Material Previously Designated

as Confidential were filed on Tuesday, Februar 22 2005.

;lelY, Sara L. Bensley

Enclosures