i~;~;t&;I~~~~,¡~!:~!..... ORIGINAL 

( v, =fl ~ j-l f


( N.." i '1 (,,U,


UNITED STATES OF AMERICA \,,,, -531945 

'",,_ ~'-Ct'-'rA¡:'J .
 ~#i-~""""­ BEFORE THE FEDERAL TRADE COMMISSION 

In the Matter of CASE NO. 9327 

Polypore International, Inc. 

a corporation. PUBLIC DOCUMENT 

STIPULATION AND (PROPOSED) ORDER REGARDING DISCOVERY 

RELATED TO JOHNSON CONTROLS. INC. 

WHEREAS, Respondent Polypore International, Inc. ("Respondent") served a subpoena 

duces tecum on Johnson Controls, Inc. ("JCI") on November 6, 2008 (the "Subpoena duces 

tecum"), a true and accurate copy of which is attached as Exhibit A; and 

WHEREAS, JCI raised certain concerns over the Subpoena duces tecum with counsel for 

Respondent in November and December 2008; and 

WHEREAS, counsel for Respondent and counsel for JCI had a series of discussions 

beginning on November 18,2008 and continuing on November 24, December 3, 4 and 5, among 

other dates, and exchanged letters and email communications regarding the Subpoena duces 

tecum during this period; and 

WHEREAS, counsel for Respondent and counsel for JCI twice submitted stipulations to 

this Cour extending JCI's time to move to quash the Subpoena duces tecum to permit counsel an 

opportunity to reach agreement on the subpoena and avert such motion practice; and 

WHEREAS, through the discussions between counsel for Respondent and JCI, JCI's 

concerns over the Subpoena duces tecum were resolved and an agreement was reached with 

respect to the Subpoena duces tecum on or about December 9, 2008 (although some issues 

continued to be discussed regarding search terms utilized by JCI); and 

WHEREAS, counsel for JCI has represented to counsel for Respondent that JCI has been 

diligently obtaining the documents and information requested by the Subpoena duces tecum, as 

revised by the agreement between JCI and Respondent; and 

WHEREAS, Respondent on or about December 31, 2008 served three subpoenas on JCI 

for deposition testimony in this matter, comprised of subpoenas for a deposition of a corporate 

representative on 16 topics (including JCI's response to the Subpoena duces tecum), for a 

deposition of Mr. Rodger Hall and for a deposition of Mr. Flavio Almeida, and noticed such 

depositions to occur on Januar 12-13, 2009, (the "Deposition Subpoenas"), a true and accurate 

copy of 
 which is attached as Exhibit B; and 

1 

SF\6791 76.2
 Ol-13-2009PPAB 1521295vl
 

PPAB 1522652vl 
WHEREAS, JCI began to produce documents to Respondent's counsel pursuant to the 

Subpoena duces tecum, as revised by agreement between JCI and Respondent, on Januar 5,
 

2009, but has not yet completed its production; and 

WHEREAS, counsel for Respondent conferred with counsel for JCI about the Deposition 

Subpoenas and advised that to make the depositions as efficient as possible, JCI would need to 

complete its production of documents pursuant to the Subpoena duces tecum before the 

depositions of 
 the JCI witnesses occured; and 

WHEREAS, counsel for JCI has represented that JCI could not complete its production in 

advance of the January 12-13, 2009 scheduled date for the JCI depositions and also had a 

conflict with moving forward with the deposition on that noticed date in any event; and 

WHEREAS, counsel for JCI has requested that Respondent extend JCI's time to 

complete its production of documents pursuant to the Subpoena duces tecum and reschedule the 

JCI depositions to a later date; and 

WHEREAS, counsel for Respondent believes that JCI's request wil result in certain 

efficiencies including minimizing the number of trips to Milwaukee, Wisconsin for the JCI 

depositions; 

IT is HEREBY STIPULATED, by and between counsel for Respondent and counsel for 

JCI: 

1. JCI shall substantially complete its production of documents pursuant to the Subpoena 

duces tecum, as revised by agreement between JCI and Respondent, and deliver such documents 

to Respondent by January 16,2009; and 

2. The depositions of the JCI Witnesses shall occur on January 27 and 28, 2009 in
 

Milwaukee, Wisconsin. 

Dated: January 13, 2009 By Cu, (Jg/


Eric. D. Welsh 

PARKR POE ADAMS & BERNSTEIN, 

LLP 

Three Wachovia Center 

401 South Tryon Street, Suite 3000 

Charlotte, NC 28202 

Telephone: (704) 372-9000 

Facsimile: (704) 335-9689 

ericwelsh(£parkerpoe.com 

2
 

SF\6791 76.2
 Ol-13-2009PPAB 1521295vl
 

PPAB 1522652vl 
Attorneys for Respondent 

Dated: January 13,2009 By~.. 1' /A,,/CO¥- / ~'"' 

/fames T. McKeown 

Foley & Lardner LLP
 

777 E. Wisconsin Ave.
 

Milwaukee, WI 53202
 

414-297 -5530
 

414-297-4900 (fax) 

JMcKeown(£foley.com 

Attorney for Johnson Controls, Inc. 

3 SF\679 1 76.2 Ol-13-2009PPAB 1521295vl
 

PPAB 1522652vl 
IT is so ORDERED. 

D. Michael Chappell 

Administrative Law Judge 

4
 

SF\6791 76.2
 Ol-13-2009PPAB 1521295vl
 

PPAB 1522652vl 
CERTIFICATE OF SERVICE 

I hereby certify that on Januar 14, 2009, I caused to be filed via hand delivery and 

electronic mail delivery an original and two copies of the foregoing Stipulation and ¡Proposed) 

Order Regarding Discovery Related to Johnson Controls, Inc., and that the electronic copy is a 

true and correct copy of the paper original and that a paper copy with an original signature is 

being fied with:
 

Donald S. Clark, Secretary 

Offce of the Secretary 

Federal Trade Commission 

600 Pennsylvania Avenue, NW, Rm. H-135 

Washington, DC 20580 

secretary(£ftc. gov 

I hereby certify that on January 14, 2009, I caused to be served one copy via electronic 

mail delivery and two copies via overnight mail delivery of the foregoing Stipulation and 

¡Proposed) Order Regarding Discovery Related to Johnson Controls, Inc. upon: 

The Honorable D. Michael Chappell
 

Administrative Law Judge 

Federal Trade Commission 

600 Pennsylvania Avenue, NW 

Washington, DC 20580 

oali~ftc.gov 

I hereby certify that on January 14, 2009, I caused to be served via first-class mail 

delivery and electronic mail delivery a copy of the foregoing Stipulation and ¡Proposed) Order 

Regarding Discovery Related to Johnson Controls, Inc. upon: 

J. Robert Robertson, Esq. Steven Dah, Esq. Federal Trade Commission Federal Trade Commission 

600 Pennsylvania Avenue, NW 600 Pennsylvania Avenue, NW Washington, DC 20580 Washington, DC 20580 rrobertson~ftc.gov sdahm~ftc.gov 

James T. McKeown, Esq.
 

Foley & Lardner LLP
 

777 E. Wisconsin Avenue 

Milwaukee, WI 53202-5267 

imckeown~foley .com
 

PPAB 1522652vl 
(J ~-~
 Adam C. Shearer 

Parker Poe Adams & Bernstein LLP 

Three Wachovia Center
 

401 South Tryon Street, Suite 3000
 

Charlotte, NC 28202
 

Telephone: (704) 335-9050
 

Facsimile: (704) 334-4706
 

PPAB 1522652vl 
EXHIBIT A
 
SUBPOENA DUCES TECUM
 

Issued Pursuant to Rule 3.34(b), 16 C.F.R. § 3.34(b)(1997) 

1. TO 

Johnson Controls, Inc. 

5757 North Green Bay Avenue 

Milwaukee, Wisconsin 53201 

2. FROM 

UNITED STATES OF AMERICA 

FEDERAL TRADE COMMISSION 

This subpoena requires you to produce and permit inspection and copying of designated books, documents (as 

defined in Rule 3.34(b)), or tangible things - or to parmit inspection of premises - at the date and time specified in 

Item 5, at the request of Counsel listed in Item 9, in the proceeding described in Item 6. 

3. PLACE OF PRODUCTION OR INSPECTION 

Parker Poe Adams & Bernstein, LLP
 

Three Wachovia Center
 

401 S. Tryon Street, Suite 3000
 

Charlotte, NC 28202
 

6. SUBJECT OF PROCEEDING 

In the Matter of Polyp ore Interational, Inc., Docket No. 9327 

7. MATERIAL TO BE PRODUCED 

4. MATERIAL WILL BE PRODUCED TO 

Polypore International, Inc.
 

5. DATE AND TIME OF PRODUCTION OR INSPECTION 

November 24, 2008 9:30 a.m.
 

See Attached Request, Instructions and Definitions
 

8. ADMINISTRATIVE LAW JUDGE 9. COUNSEL REQUESTING SUBPOENA 

The Honorable D. Michael Chappell Eric D. Welsh
 

(704) 335-9052
 

Federal Trade Commission 

Washington. D.C. 20580 

DATE ISSUED SE~¡,RMl 

Octob_er 24, 2008
 

GENERAL INSTRUCTIONS 

APPEARANCE 

The delivery of this subpoena to you by any method 

prescribed by the Commission's Rules of Practice is 

legal service and may subject you to a penalty 

imposed by law for failure to comply. 

MOTION TO LIMIT OR QUASH 

The Commission's Rules of Practice 
 require that any motion to limit or quash this subpoena be flIed within 

the earlier of 10 days after service or the time for 

compliance. The original and ten copies of the petition 

must be flied with the Secretary of the Federal Trade 

Commission, accompanied by an affdavit of service of 

the document upon couns.ellisted in Item 9, and upon 

all other partes prescribed by the Rules of Practice. 

TRAVEL EXPENSES 

The Commission's Rules of Practice require that fees and 

mileage be paid by the part that requested your
 

appearance. You should presentyour claim to counsel 

listed in Item 9 for payment. If you are permanently or 

temporarily living somewhere other than the address on 

this subpoena and it would require excessive travel for 

you to appear, you must get prior approval from counsel 

listed in Item 9. " 

This subpoena does not require approval by OMB under 

the Paperwork Reduction Act of 1980. 

FTC Form 70.8 (rev. 1/97) 
"\ 

SUBPOENA DUCES TECUM ISSUED TO JOHNSON CONTROLS, INC;

ON BEHALF OFPOLYPO~ INTERNATIONAL, INC. 

FTC DOCKET NO. 9327 

EXHIBIT A ) 

I. REQUESTS
 

. L All documents (includi~g without limitation internal email or other written' 

communicatipn at JCI) 
 relating to aiy cOinmunication between JCI and Polypore regarding (a)

any actual. orpotential contract for lead acid.battery separators, (b) any actual or proposed' 

the volumeof change in Polypore prices and/or (c) aiyactual or potential increase or decrease in 


lead acid battery separators purchased from Polypore. 

2. All documents 
 (including without liinitation internal email or other written 

communication at JCI) relating to any communication between/JCI and Microporous regarding 

battery separators, (b) actual or proposed pricing.. (a) any actual or potential contract fqr lead acid 


. of lead acid battery separators by Microporous, (c) actual or proposed development and/or 

testingoflea4 acidbattery separators or (d)Pol~ore. ­

3., All documents (including without limitation internal' emái1 or other written 

communication at JCI)relating to any communication between JCI and ENTEK regarding (a) 

any actual or: potentiaI.coritract for lead acid battery separators, (b) actual or proposed prices for 

actual or proposed development and/or testing of lead acid battery separators by ENTEK; (c) 


lead acid 
 battery separators, (d) Microporous, (e) ENTEK or (f) Polypore. .

4. All documents (including without limitation internal emailor other written 

. communication at JCI) relating to any .communicatiol1 b.e.tween JCland any Third Part other
 

than Polypore, Miáoporous; or' ENtEKregårding . (a)aiy . actllål. orpotêritialcontracf for lead separators, (c) actúal or acid battery separators, (b) actuator pot~ntialpriêesfor lead a.cid battery 


of lead acid battery separators, (d) Miëroporous,( e.) . proposed developinenfand/or testing
 ENTEK ot (t) Polypòre. . .'.'.
 

. ~. All 
 documents constituting Or reflecting. any actuål or potential contract or 

agreement betweenJCltUd Polypnre förthe mariifactùie ard sale byPolypore to Jei of lead 

acid battery separators.

6. . All docUments reflecting anydiscussio~ or consideration internally at JCI about
 

. , . I
. . . . acid battery
 separators (itself orin a joint ventUe with. lCI producing or iiahufacturing lead 


:another personYwhether Ín lespons~ toPolypore's aGtual or 
 potential acqnisiton of Mic'roporous~


anyactiial or potential chånge in price oflea.dacidbatterysèparators"orotheiWse, . - ..1. _ .. _.. . .... . ."' ..'


. . . ... .. . . . . .. .
. . 7. _ .1 All docuqieritS èÖnstituting or refleëtÍiig any actual .' or. 'potential . contract or 

agreement betweell JClandENTEK forthe tnanufacttçan.dsale byENTEKto JCI ófleadacid 

battery separators. . 

PPAB 1489507vl 
8. All documents constituting or reflecting any actual or potential contract or 

agreement betweenJCI and Microporous'Îor the
 manufacture and sale by Microporous to JCl of lead acid battery separators. . 

9. All docUments constituting or reflecting any actual, or potential contract or 

agreement between Jei and any Thrd Pary other than ENTEK, Polypore or Microporous for the 

by aiy sllch Third PartiolCI'oflead acid battery separators. m.anufacture and sale 


10. All 'documents or any database reflecting all lead acid battery separators
 

purchased by JCI, from any supplier, including, but not limited to the specific product(s) 

purchased, the amoúnr or volume of each' such product(s) purchased; theprice(s) of thethe product(s) puI'chased, the date(s) of purchase, theènd 'use(s) of the product pUrchased and 

shipped. JClplantto which such product was 


11. From January 1, 2000 to 
 the present, all documents discussing, describing or

that reflecting any ownership interest of JCI in any joint venture, parnership or other entity 


manufactures lead acid battery separators, including without limitation, documents reflecting 

to BFR. JeI's ow:ership interest in or relationship 


12. . Frorn January 1, 2000 to the present, documents suffcient to reflect, for any joint
 

identified in response to Request No. 11 (including venture, parnership or other relationship 


star-up or expansion of arty lead acid BFR), (a) the capital expenditue for the constrUct.òii arid 

battery separator facilty, (b) the date on which plans for such facilty or expansion of such

fáciltywere approved, (c) 
 the date on which constrction began on such facility, (d) the date of

, commissioning or startp -ufsuch facilty; (e) "the 
 production capacity of such facilty, (f) the type

of product(s) produced "at such facilii),. (g) the anticipàted end use(s) of the products
 

manufactured at such facility, (h) the teChnology USed at such facilty to manufacture lead acid
 

manufactured lead acid battery separators and sold at battery separators, and (i) the cost of the 


such facilty, including without Ihnitationprofit aíd lossstàteme.nts and other documents
 

re.flectingtbe cost ofmanufactùring and seIlng such pròducts" incluclinwshipping costs; 

13. All'docuients discussing, describing or reflecting, by dollar amouht, units, price,
 

square meters and product type or brand, BFR's actual production of lead acid battery separators
 

from Januar 1; 2000 to the present.
 '. .
 

14. For all product ~sponsive to RequesfNo. 13, all doci.Inerits reflecting the actual the destination of the shipment
 of such
 or anticipated end use' òf the, product sold by BFR and


product. 

15. All documentsdiscussirig~- describing or reflecting, by dollar amount, units, price,
 

. ." .
 

square, meters and product typeorbrand~all battery separatOrs purchased by'JCI fromBFR from "-. 

Jänuár! 1, 2000 to .the present. 

16. Forallproduct responsive to 
 Request No. 15, al1docùments reflecting the actual

destination of the
 or anticipatedend:Üse of the product purchased by JCIÎrom BFR and the


shipment of such 
 product. r

2 

PPAB 1489507vl 
17. All docum~nts relating to any 
 testing or qualification by JCI, BFR or any Third

Pary of lead acid battery sèparators produced by BFR for the period of Januar 1, 2000 to the present, .' 

18. All documents relating to any patent either owned directly or indirectly by JCI, or 

license, for technology or equipment used
 

by BFR in the manufactureoflead acid battery separators.
 

for which BFR obtained either directly or indirectly a 


19. All documents discussing, deScribing or reflecting any actual or potentÜll entrant 

, in the manufactuing of lead acid battery separators. 

20. . All documents'relating to any company or entity that entered or was viewed as a
 

potential entrant into the production and sale of lead acid battery ~eparators. 

21. All documents reÍatingto anycónsideration byJCI or any Third Part to sponsor,
 

finance or support-entry or expansion of a battery separator business in (a) NorthAmerica or (b)
 

the world,
 

22. All documents discussing, describing or reflecting any internal discussions, 

communications or consideration given by iei to purchasing '01' acquiring a supplier of lead acid 

acid battery' separators for use by JCI. battery 'separators orbtiHding a plant to mani,friCture 'lead 

! 

"23. All documents relating to any actual or potential barrier to entrý for suppliers or 

manufacturers of 
 lead acid battery separators, including costs of entry or achieving minimum

viable. scale; in (a) North A.erica and (b) the world. 

24: All documents relating to àny testing orqualification by JCI oflead acid battery 

separators manufactured by Polypore or Microporous. ' 

25. All documents relating to any testing or qualification by JCI of lead acid battery 

separators produced by anYdentjty?ther than Polypore or Microporous. , ' 

26. All docum,ents (including interral email or memorandum) reflecting or discussing
 

any manufacturer ofleadacicl battery separators or marketcQnditions including capacityfot le~d : 

acid battery separators.' . . _., . " .' . . .
 

27. AU documents describing, discussing or reflecting by brar~_name or manufacturer 

the prodncts comprising lead acid battery separators including those' products used' for the, 

following end uses Ol applications: golf car, or cai; floor s.cnibber Or sweeper; áutomótivè;
 

motorcycle; truck; train; fork lift; pället tfck;slibniarine; uninterrpted power supply for other -rises; mõtive; iridustrial; marine; sÜitIonary; and/or 

nuclear power plant. . 

hospitals, telephonecompanies rid 


28. ,All doc,urrents discussing or-referring to any typé of battery separator, including
 

AGMseparators, other than those used in flooded lead acid battelies. 

3 

PPAB 1489507vl 
29. All documents describing, discussing or reflecting products that are or might be 

competitive with lead acidbatterysepa:ators including thoSe products used för the following end
 

uses or applications: golf car or cart; floor 
 scrubber or sweeper; automotive; motorcycle; truck;

train; fork lift; pallet trck; submarine; uninternpted power supply for hospitals~ telephone 

companies and other uses; motive; 
 industrial; mani:e; statiOiiàr;' and/or nuclear power plait.

30. Documents. discussing or describing any technolOgy used in the manufacture of
 

battery separators for lead.acid batteries. '
 

3 l. All documents discussing or mentioning the actual or potential acquisition of
 

Microporous by Polypore. 

32. . All documents discussing, mentioning or describing any effect, actual, potential all documents or perceived, on JCI's business of an acquisition of Mictoporous byPolypore, and 


effect. relating to any plan or course of action considered or adopted by JCI to address such 


33. All docurents reflecting any 
 ¡,product or technology that is a substitute for lead


acid battery separators manufactured by Polypore or Microporous, including but not limited to, 

any substitute product or technology considered by Jei as an alternate technology for lead acid 

battery separators manufactued by Polypore or Microporoij. .. .'
 

, 34. All dOcuments referiiig to ordiscllssing :other sources of .lead acid battery
 

separätorsthat iei could or might be able to use to replace Polypre as a source of supply.
 

35. All documents referring to 
 or 'discussingPolypore's past, present or future

competitive position iIl the Ieadacíd batterysepar~tor business. 

36. All documi:nts, inclûding affdavits and statements, which JCI provided to the
 

FTC relating in any way to Polypore. 

37. A copy of any transcript of any 
 testimony, deposition or investigational hearing

conducted in tIie Polypore Matter. 

38. All documents evidencing; r.elating or reftITing to commurieations between the 

FTC and JCI relating in any way to Polyporeor Microporous~ ' 

the location
 39: All documèiits relating to aiy actual Or perceived advantage'to JCI of 

, of its lead acid battery supplier.' . . .
 

4 

PPAB 1489507vl 
II. INSTaUCTIONS AND DEFINITIONS
 

i. "Document" means the complete original or a true, correct and complete copy and any
 

non-identical copies ,óf any wrtten or graphic matter, no matt~r how produced, recorded, stored

or reproduced, including, but not limited to, any writing, letter, e-mail, envelope, telegram, 

meeting minute, memorandum,statement, affidavit, decIarätion, book, re.cord, survey, map, 

study, handwritten note, working paper, chart,. index tabulation, graph, tape, data sheet, data 

processing card, printout, microfim, index, computer reada:ble media or other electronically 

stored data, appointment hook, diary, diar entr, calendar, desk pad, telephone message slip,
 

communication or any other data compilation in your possession, custody or 

control, including all drafts or all such documents. "Document" also includes every wrting, 

, 

note of interview or 


drawing,- graph, chart, photograph: phono record, tape and other data compilations from which, 

information can 


. . .. . .
 

be obtained, translated, ifnecèssary, by JOhnson Controls, I~c. through detection

:, . devices into reasonably usable torr, and incliides ãl1 drafts and all. copies of every such Writing
 

; or record that contain' any commentary, notes; or inarkingwhatsoever not appearing on the
 

OriginaL. . ' . .
 

2.' "You""yOur" and "JCI"foÌ' puroses oftiiisreq:uest, means Jóimson Controls, Inc. or

any of its parents, divisions, subdivisions, subšidialies, affiiates, officers, directors or managing

.' ' . .
 agents, attorneys, employees, consultants


. .. ," . ..­ ard agents, as well as any predece.ssorsin interest, and

all othèrpersons acting


. .. ­

or purportingto act on its behalf.

. .
 3. "Polypoie" for the pÛrPošes of this rëquest, means the Polypore International, Inc. and
 

any subsidiar or' division thei'eof,Iriöludiïig without limitation, Daraiic; LLC, and' their 

respective em¡iloyees.
 

5
 

PPAB 1489507vl
 
, 4. "Microporous" for the purposes of this request, means the Microporous Products, L.P.,
 

offcers, 

directors, partners, attorneys and agents. 

and any affiiate, subsidiary or division thereof, 'and' their respective employees, 


5.' "ENTEK" for 
 the purposes pfthis request, means the ENTEK Intèrnational LLC, and any

affliate, subsidiar or divisiori thereof, and their 
 respective employees, offcers, directors,

partners, attorneys and agents.' 

6. "BFR" means Baoding Fengfan Rising Battery' Separator Co., Ltd., and any affiliate, 

subsidiar or division thereof, and their respective employees, offcers, directors, parfers, 

shareholders, attorneys and ag~nts. 

7. "FTC" means the r-ederal Trade Commission, and any of its directors, commissioners, , ' , employees; 90nsultantsand agents. 

8. "Polypore matter" means the investigation conducted by the FTC under Rule No. 081­

, '
 0131 and this AdministrativePròceeding, Docket 
 No. 9327.


9.;'Ìnvestigation" Inéans~YFTClivestígation,whetherformal or informal, public or non-


public.
 

. . .' .
 i o. "Third Pary" means àny person; corporate entity; partnership; association; joint venture;


association; or
 state, federal or local g6verientaragency,authörity or offl6iai; reseatchor trade 


subSidiaries; 

1 i . "'Compläint" means the Complaint issued by the Federal Trade Commission to Polypore

any other entity otherthanJohn~on 'Controls, Inc. or any of its 

, ' International, Inc. iii DocketN6:'9327~ " 

12. "Relating to" mearisinwhole or in par constituting, containng, concerning, discussing, 

describiiig, analyzing, identifying or statíng.
 

13. ,Unless otherwse stated, the' relevant time iXriod for these requests is January 1, 2003 to 

the present.
 

6 

PPAB 1489507vl 
/
 

14. The use of 
 the singular shall be deemed to include the plural and vice versa. 

both, depending on the context, So as to have 


15. The te1,s "and" and "or" shall be interpreted liberally as conjunctive, disjunctive, or , '
 

their broaçlest meaning. , , 16. Whenever necessary to bring within the scope of a 
 request all documents that might

otherwse be construed to ?e outside its scope, the use of a verb in any tense shall be cûnstredas 

the use of the verb in all ot~er tenses. 

17. 'The tenn"aU" includes any and vice versa., 

18. If a document database is provided, provide an explanation of the definitions' used and the 

fields existing in such database. 

Practice §3.37(b),
 19. If/you object to any par of a document request under the FTC Rules of 


set forth the basis for YOUr objectioi( and re'spond to all pars 'of the docwnent request to which 

a: document requesfshallbe left unanswered merely because an 

objection is interposed to another part of a docUment request.

you docnòt object. No par of 


, ' '
 .' . .(

request 20., All documents thatrespond, in whole or iri part, to any portion of any document
 , '


shall be produced in their ëntirety, including' allattchrents,enclnsures,cover niemorandä and 

post~it notes. 

21. If any p~i viiege is Claimed as à gròürtd Tor not produc;ing any docwnent, providë for each
 " .' .... . ':".' '" : ..... :'. '".. 'i' '. '._..'
 . .',,­

, '

FTC Rules of such document Withheld' on' thè 'basis of plÍvIlege all information, requiIed by 


Practice §3.38A.

22.

whatdispösiti'Ori was 

 In the eYentthatâny~:tesponsrvê doÓimèfitwas, but i~rio longêfhi yourpossession, state
 , ', '
 made .of it, when; and 


..' .
 

the reasoI1 for~uch' clisposition. In the event thtlt a

responsive document has been destroyed or refuedtoa Third par, state (i) the
 reason for such , '
 document's destruction ortettirn, ,the date on which the document was destroyed'Ol retued, and
 . . .' ," " . . . ." .
 returned' of òn whose bel1alf the document

, '

was the Thirdlary to whorri thëdÓc.urient w~s . 


, :7 

PPAB 1489507vl 
destroyed; (ii) the name, title, and location thereof within Johnson Controls, Inc. of the individual 

in whose possession, custody or control the document was when it was destroyed or returned; 

and (ii) the name, title, and location thereof within Johnson Controls, Inc. of the indìvidual who 

destroyed or returned the document. 

23. These document requests are continuing in nature, up to and during the course of the 

or locate after you 

serve your responses must be immediately produc'ed to counsel for Polypore by supplementay 

response. 

adjudicative héaririg. All documents soüght by these requeststh~t you obtain 


8 

PPAB 1489507v) 
CERTIFICA TE OF SERVICE 

I hereby certify that on November 6,2008, I caused a copy of a Subpoena Duces Tecum 

directed to Johnson Controls, Inc. to be served upon the following persons, at the addresses and
 

through the means noted below: 

Via Certified Mail: 

Johnson Controls, Inc. 

5757 North Green Bay Avenue 

Milwaukee, Wisconsin 5320 1
 

Via Electronic Mail: 

1. Robert Robertson, Esq. 

Federal Trade Commission 

600 Pennsylvania Avenue, NW 

Washington, DC 20580 

rrobertson(fftc. gov 

Steven Dahm, Esq. 

Federal Trade Commission 

600 Pennsylvania Avenue, NW 

Washington, DC 20580 

sdah(fftc.gov 

C-r-. 4~
 

Eric D . Welsh 

Parker Poe Adams & Bernstein LLP 

Three Wachovia Center 

401 South Tryon Street, Suite 3000 

Charlotte, NC 28202 

Telephone: (704) 335-9052 

Facsimile: (704) 334-4706 
rm (( (Q fID~J
 

UNITED STATES OF AMERICA
 

FEDERAL TRADE COMMISSION
 

OFFICE OF ADMINISTRATIVE LAW JUDGES
 

)
 In the Matter of
 ) 

) Docket No. 9327
 Polypore International, Inc. ) a corporation. ) 

r 

/

PROTECTIVE ORDER GOVERNING DISCOVERY MATERIL 

For the purpose of protecting the interests, of the Parties and Third Paries in the above~ 

captioned matter against improper use and disclosure of cOltfidential iiifonnation submitted or
 

produced in connection with ths Matter:
 ..... 

IT is HEREBY ORDERED THAT this Protective Order 
 Governing Confidential 

, Material ("Protective Order") shall govern the handling of all Discovery Material, as hereafter 

defined. 

DEFINITIONS 

For purposes of this Protective Order, the following 
 definitions apply: 

i. "Confidential Material". 
 shall mean all Discovery Material that is confidential or 

-proprietar infonnation produced in discovery. Such material is referred to in" and protected by, 

section6(f) of the Federal Trade Commission Act, 15 V.S.C. § 46(f); section 21 of the Federal 

Trade Commission Act, i 5 U.S.C. § 57b-2, the FTC RulesofPractice, Sections 4.9,4.10, 16 

C.F.R. §§ 4.9,4.10; and precedents 
 thereunder. Confidential Material shall include non~public 

trade secret or other research, development, commercial or financíaI infonnation, the disclosure 

of which would líkelycause coniercial har to the Producing Pary or to Respondent. The
 
following is a non-exhaustive list of examples of informàtion that likely wil qualify for 

treatment as Confidential Materhil: strategic plans (involving pricing, marketing, reseah and 

development, product road maps, corporate 
 allances, or mergers and 
 acquisitions) that have not 

been fully implemented or revelUed to the pubilc; trade secrets; customer~specific evaluations or 

data (e.g., prices, volumes, or revenues); sales 
 contracts; system maps; personnel fies and 

evaluations; information subject to confdentiality or non-disclosure agreements; .proprietary 

technical or engineering information; proprietary financial 
 data or projections; and proprietar 

consumer, customer, or market research or analyses applicable to current or futue market 

conditions,the disclosure of 
 which could reveal Confidential MateriaL. Discovery Material wil 

not be considered confidential if it is in the public domain. 

2. "Document" means the complete original or a true, correct, and complete copy 

and any non-identical copies of.ny,wrtten or graphic matter, no matter how produced, 

recorded, stored, or reproduced. "Document" includes, but is not limited to, any wrting, letter, 

envelope, telegraph, e~mail, meeting minute, mei:orandu;f, statement, affdavit, declaration, 

transcript of oral testimony; book, record, survey, map, study, haridwrttennote, working paper, 

char, index, tabulation, 
 ,graph, drawing, char printout, microfim index, computer readable 

media or other dectronically stored data, app~intment book, diary, diar entr, 
 calendar,

, ,


organizer, desk pad, telephone message slip, note of interview or coinunication, and any other 

dât~lcompi.lation from which information can be obtiiined, and includes,all drafts and all copies 

of such Documents and every wrting , ,
 or recoì-d that'contain:s any, commentary, notes,dor marking

whatsoever not appearng on the originaL. 

3. ' "Discovery Material" includes without limitation deposition 
 testimony, exhibits, 

interrogatory responses, admissions, affdavits, declarations, Documents, tangible thing or , , '
 

-2­
answers to 
 questions produced pursuant to compulsory process or voluntarly in lieu thereof,

and any other Documents or infonnation produced or given to one Part by another Part or by a 

Third Par in connection 'with discovery in this Matter. Infonnatiop taken from Discovery 

v 

Material that reveals its substance shall also be considered Discovery MateriaL 

4. "Commission" shall refer to the Federal Trade Commission, or any of its 

errPloyees, agents, attorneys, and all other persons acting on its behalf, excluding persons 

this proceeding. 

,5. "polypore" means Polypore International, Inc., and its prede~essors, divisions, 

retairiedas consultants or eKperts for purposes of 


and subsidiaries, and all persons acting or purporting to act on its behalf. 

6. "Respondent" means Polypore.
 

7. "Par" means the Commission or Polypore.
 

&. ' "Third Part" means any natural person, partnership, corporation, association, or 

other legal entity not named asa Par to this Matter and its employees, directors, offcers, 

attorneys and agents. 

, 9. "Producing Par" means a Part or Third Par that producei; or intends to 

produce Confiçlential Material to any of the Parties. With respect to Confdential Material of a ' . . . .
 FTC, or
 has been prodiiccd by the , Third Par that is in the possession, custody or control of the 


, 

FTC in this matter, the PrOducing Part s~all mean the Third Part that originally provided such " 

niat~rial to the FTC. The Producing Part shall mean the FTC for puroses of any Document or , 

Discovery Material prepared by, or on behalf of, the FTC. 

10. ,"Matter" means the above captioned matter pending before the Federal Trade
 

appellate or o~her review proceedings related
 

thereto.
 

-3­

Commission" and iill subsequent administrative,. 

TEnMS AND CONDITIONS OF PROTECTIVE ORDER

I. Any DO,cwnent or portion thereof submitted by RespondentQr a Third Par
 

durng the Federal Trade, Commission ("FTC") investigation preceding this Matter or during the , 

course of proceedings in this Matter that is entitled to confidentiality under the Federal Trade 

,Commission Act, or any regulation, interpretation, or precedent concerning documents in the

possession of the Coinission,aswellas any information taken from any portion of such 

treated as Confidential Material for purposes of this Prötective Order. For docwnent, shall be 


purposes oftrus Protective Order, the identity of a Third Part submitting such Confidential 

as Confidential Material where the submitter has requested in 

wrting such confidential treatment. 

Material shall also be treated 


2. The Parties and any rrbird Paries, in complying with informal discovery requests,
 

disclosure requirements, discovery demands or formal process in this Matter may designate any 

responsive docwnent or portion thereof Confidential Material, including documents obtained by 

them from Third Parties pursuant to'discovery or as otherwise obtained. 

3. The Parties,in conducting discovery from Third Parties, shall provide toeach
 

Third Par a copy of this Protective Order 
 so as to inform ,each such Third Par of his, her or its

rights herein. " 

4. A designation of confidentiality shall 
 constitute a representation in good faith and

after careful detenninatidnthat the material is not reasonably believed 
 to be already in the public ,

, domain and that 
 counsel believes the material so designated constitutes Confidential Material as

defined in Paragraph 1 of the Definitions of this Protective 
 Order; All deposition transcripts

-.­
shall be trated as Confidential MateriaL.
 

material as
 5. Ifany Part seeks to challenge the Producing Par's designation of 


Coridential Material, the challenging 
 Part shall notify the Producing Par and all other Paries

ofthe challenge. Such notice shall identifywithspecifcity (i.e., by document control numbers,
 

deposition transcript page and line reference, or other means suffcient to locate easily such 

The Producing Par maypteserve its designátion ' 

by providing the challenging Par ànd all other Parties a written statement ofthe reasons for the 

materials) the designation being challenged. 


receiving notice of
 the confidentiality challenge. If designation within five 
 (5) businesS days of 


the Producing Pary timely preserves its rights, the Parties ,shall continue to treat the challenged 

material as Confidential Materials, absent a wrtten agreement with the Producing Par or order

of the Commission providing otherwse.

Paries and 6. If any conflct regarding a confidentiality designation arises and the 


Producing Par involved have failed to resolve the conflct via good-faith negotiatio~s, a Part 

seeking to disclose Confidential Material or challenging a confidentiality designation may make 

shall be served on the Wrtten application to the hearing offcer for relief. The application 


Producing. Par and the other Partes to this Matter, and shall beaccomparied by a certificatioJl 

that good-faith negotiations have failed to resolve the outstanding issues. The Producing Par 

and any other Part shall have five (5) business days after receiving a copy of the motion to, 

respond to the application. While an application is pending, the Paries shall maintain the preapplication status of the Confidimtial MateriaL. Nothing in this Protective Order shall create a 

presu~ption or alter the burden of p,ersuading the hearing officer ofthe propnety of a requested 

disclosure or change in designation.
 

-5­
7. The Parties shaH not be obligated to challenge the propriety of any designation or
 

treatment of information as Confidential Material and the failure to do so promptly shall not 

preclude any subsequent C(bjection to such designation or treatment, or any motion seeking 

permission to disclose such material to Persons not otherwise entitled to access under the terms 

of this Protective Order. If Confidential Material is produced without the designation attached, 

the material shall be treated as Confidential from the time the Producing Pary advises 

Complaint Counsel and RespondentsCounsel in wrting that such material should be SO 

designated and provides all the Parties with an appropriately labeled replacement. The Paries 

shall return promptly or destroy the unmarked materials. 

8. Material produced in this Matter may be designated as confidential by placing on
 

or affxing to the document containing such material (in such manner as wil not interfere with 

the legibility thereof), or if an entire folder or box of documents is confidential by placing or 

affixing to that folder or box, the 
 designation "CONFIDENTIAL~FTC Docket No. 9327" or åny 

other appropriate notice that considered to be confidential materiaL. Confidential information 

contained in electronic documents may also be designated as confidential by placing the 

designation "CONFIDENTIAL~FTC Docket No. 9327" or any other appropriate notice that 

identifies this proceeding, On the face of the CD or DVD ot other mediwn on which the 

document is produced. The foregoing designation of "CONFIDENTIAL-FTC Docket No. 9327" 

shall not be required' for confidentiality to apply to documents and information previously 

produced voluntaily or 
 pursuant to a Civil InvestigativeDemand or subpoena durng the 

investigational phrase preceding this Matter for which confidential treatment was requested. 

Masked or otherwise redacted copies of documents may be produced where the portions deleted 

-6­
contain privileged matter, provided that the copy produced shall indicate at the appropriate point 

that portions have been deleted and the reasons therefor. 

9. Confidential Material shall be disclosed only to: (a) the Administrative Law
 

Judge presiding over this proceeding, personnel 
 assisting the Administrative.LawJudge, the 

Commission'arid its employees, and personnel retained by the commission as experts 
 or 

consultants for this proceeding, (b) judges and other court personnel of any, cour having
 

jurisdiction over any appellate proceedings involving 
 this matter, (c) cour reporters in this 

matter, (d) outside counsel of 
 record for Respondent, its associated attorneys ,and other 

employees orits law finn(s), provided they are not employees of Respondent, (e) Michael Shor, 

Polypore SpeçialCounsel, (f) anyone retained to assist 
 outside counsel in the preparation of 

hearing of this proceeding including consultants, provided they are not affliated in any way with
 

Respondent and have'sigred Exhibit A hereto, 
 (g) any witness or deponent who may have 

authored or received the Infonnation in question; (h) any individual who was in the direct chain 

of supervision of the author at the time the Discovery Material was created or received, except, 

that this provision doesnotpennit disclosure of Industrial Growt parner or Warburg Pincus, 

InternationaL. documents to Polypore or fonner Microporouspersonnel who would not otherwise 

have had access to the Discovery Material; (i) any , , , employee or agent of the 'entity that created or

received the Discovery Material; (j) anyone representing the author or, 
 recipient of 
 the Discovery 

Material in this Matter; and (k) any othér Person(s) authorized in 
 wrting by the Producing Par. 

10. Disclosure of confidential material to any person described in Paragraph 9 of this 

Protective Order shall be only for the purposes of the preparation and hearng of this Matter, or 

any appeal therefrom, and for no other'plUose whatsoever; provided, however, that the 

-7­
Commission mRy, subject to taking appropriate steps'to preserve the confidentiality of 

, '
 such 

material, use or disclose confidential materials as provided by its Rules of Practice; Sections 6(f) 

and 21 of the Federal Trade Commission Act; or any other legal obligation imposed upon the 

Çommission. 

11. In the event that any Confidential Material is contained in any pleading, motion 

exhibit or other paper filed or to be fied with the Secretary of 
 the Commission. the Secretary 

shall be so infonned by the Part filing such papers, and such papers shall be fied under seaL.
 

To the extent that such material was originally submitted by a Third Par, the Party including 

the Materials in its papers shall immedia,tely notify the submitter of such inclusion. Confidential 

Material contained in the papers shall remain under seal until further order of the Administrative 

Law Judge; provided, however, that such papers may be furnished to persons or entities who 

may receive Confidential Material pursuant to Paragrphs 9 orl O. Upon or 
 after fiing any 

paper containing Confidential Material, the fiing part shall fie on the pub1icrecord a duplicate
 

copy of the paper that does not reveal confidential materiaL. Furher, if the protection of any 

such material expires, a Part may fie on the public record a duplicate copy which also contains
 

the formerly protected materiai. 

12; If counsel plans to introduce into evidence at the hearng any document or 

transcript containing Confidential Material produced by another Par or by a Third Par, they
 

shall provide ten (10) oays advance notice to the other Part or Third Par for purposes of 

allowing that Par or Third Par to seek an order that the document or transcript be
 J ' " ' granted in 

camera treatment. If that Par or Third Par wishes in camera treatment for'the document or
 

transcript, the Par or Third Par shall fie an appropriate motion with the Administrative Law
 

-8­
such docwnent or transcript 

with the Confidential Material deleted therefrom may be placed on the public record. 

Judge. Where in camerâtreatment is granted, a duplicate copy of 


13. 'If any Par receives a discovery request in another proceeding that may require
 

the disclosure of Confidential Material submitted by another Par or Third Par, the recipient
 

of the 'discovery request shall promptly notifY the submitter of receipt of such request. Unless a 

shorter time is mándated by an order ofa court,such notificationshall ne in wrting and be 

rece~ved by the submitter at least 10 business days before production, and shall include a copy of 

this Protective Order and a cover letter that wil apprise the submitter of its rights hereunder. 

Nothing herein shall be construed as requiring the recipient ~f the discovery request or anyone 

to challenge or appeal anynrder requiring production of Confdential 

Material, to subject itselfto any penalties for non-compliance with any such order, or to seek any 

else covered by this Order 


The recipient shall not oppose the 

submitter's efforts to challenge the disclosure of confidential materiaL. In addition, nothing 

relief from the Administrative Law 
 Judge or the COmmission.


"\ 

herein shall limit the applicabHity of 
 Rùle 4.1 l(e)of the Commission's Rules of Practice; 16

C.F.R. §4. 1 1 discovery requests in another proceeding that are directed to the Coinission. (e), to 


counsel in the 14. At the time that any consultant or other person retained to assist 


preparation of 

counsel all copies 

this action 

of documents or portions thereof designated confidential th'at are in the 

concludes participation in the action, such person shall retur to
 , '
 

papers cOntaiI1ng
 possession ofsuch person, together with all notes, memoranda or other 


judicial review, the paries shall retur documents obtained in this action to their submitters, 

provided, however, that the Gommission's obligation to retur documertts shall be governed by 

Practice. 16 C.F.R. §4.12. 

-9­

the provisions of Rule 4.12 of the Rules of 

1 S. Th~ inadvertent production or disclosure of any Discovery Material, which a , ' , Producing Par claims 
 should not have been produced or disclosed because of a privilege, will 

not be deemed to be a waiver of any privilege to which the Producing Par would have been 

entitled had the privileged Discovery Material not inadvertently been produced or disclosed. 

The inadvertent production of a privileged document shall not in itself be deemed a waiver of 

any privileged 
 applicable to any other documents relating to the subject matter. 

16. This Protective Order shall not apply to the disclosure by a Producing Par or its
 

counsel of its own Confidential MateriaL. 

17. The provisionsofthis Protective Order, insofar 
 as they restrict the

, communcation and use of confident,ial discovery material, shall, without wrtten 
 ,permission of

the submitter or further order of the Commission, continue to be binding after the conclusion of'
 

this proceeding.

ORDERED: "f) M c4

D. Michael Chappell'
 

Administrative Law Judge 

Date: October 23, 2008
 

-10­
EXHIBIT A 

UNITED STATES OF AMERICA 

FEDERAL TRADE COMMISSION 

OFFICE OF AD1\1iNISTRA TIVE LAW JUQGES 

) 

In the Matter of ) 

) Docket No. 9327
 

J Polypore Internâtional, IDC. )
 

a corporation. )
 

)
 

DECLARATION CONCERNING PROTECTIVE ORDER

GOVERNING DISCOVERY MATERIAL 

true: I, , hereby declare and certif'ythe following to be 


1. (Statement of employment J
 

2. I have read the "Protective Order" governing Disèovery Material ("Protective
 

Order") issued by the Commission on October 2312008, inconIectÍon with the above-captioned use or
 any Confidential Material (as Matter. I understand the restrictions on my access to and


that teon is used in the Protective Order) in this Matter, and I agree to abide Order. ' 'by the Protective

my use of such Confdentiality Material 

include: 

3.. I understad that the, restrictions on 


purpose of preparng ! a. that I wil use such Confidential Material only for the 


this proceeding áId 

for no other purpose; 

fot this pròceeding~ànd heanrig(s) and any appeal of 


b. that I wil not disclösesuch ConfideritialMaterial to anyone, expect as
 

, periittedby the Protective Otder;
 , ' c. that! wí1üse, stoie and maintain the Confidential 
 Material in such a way

as to ensure 
 its continued protected status; and

termination ormy participa.tion in tlisproceeding, I will 

promptly return all Confidential Materiåls and all notes, memoranda, or other papers containing 

d. that, upon the 


Counsel as appropriate. Confidential Materia1,to Complaint Counselor Respondent's Outside 


4. I understad that iflam receiving Confidential Material as an ExpertConsultant,
 

restrictions on
 my use of Confidential as that term is defined in this Protective Oreier, the 


, .11­
Material also include the duty and obligation to: 

a. maintain such Confidential Material in 
 separte locked room(s) or locked
 

cabinet(s) when such Confidential Material is not being reviewed; 

b. return such Confidenthil Material to Complaint Counselor Respondent's
 

Outside Counsel, as appropriate, upon the conclusion ormy assignment or 

retention, or upon conclusion of 
 this Matter; and 

c. use such Confidential Material and the ihfonnation contained 
 therein 

solely for the purpose of rendering consulting services to a Par to this
 

Matter, including providing testimonyihjudicial or administrative 

proceedings' arsing out of this Matter. 

5. I am fully aware that, pursuant to Section 3.42(h) of the FTC Rules of Practice, 16
 

C.f.R.§ 3.42(h), my failure to comply wìth the terms ofthe Protective Order may constitute 

contempt ofthe Coinission and may subj ect me to sanctions. ' 

Date: , 

Full Name (Typed or Printed) 

Signature 

-12­
EXHIBIT B
 
SUBPOENA AD TESTIFICANDUM
 

Issued Pursuant to Rule 3.34(a)(1), 16 C.F.R. § 3.34(a)(1) (1997) 

, 1. TO 2. FROM 

Johnson Controls, Inc. 

5757 North Green Bay Ave. 

Milwaukee, Wisconsin 53201 umTED STATES OF AMEIDCA 

FEDERAL TRADE COMMISSION 

This subpoena requires you to appear and give testimony, at the date and time specified in Item 5, at the 

request of Counsel listed in Item 8, in the proceeding described in Item 6. 

3. PLACE OF HEARING 

Michael Best & Friedrich LLP
 

Two Riverwood Place, Suite 200
 

Riverwood Drive 

Waukesha, WI 53188
 

6. SUBJECT OF PROCEEDING 

4. YOUR APPEARANCE WILL BE BEFORE 

Counsel for Respondent and a person authorized


by law to administer oath. 

5. DATE AND TIME OF HEARING OR DEPOSITION 

1/12/09 at 9: 00 AM
 

In the Matter of Polyp ore International, Inc., Docket No. 9327 

Please designate and provide witnesses to testify on the subjects identified in the
 

attached schedule.
 

7. ADMINISTRATIVE LAW JUDGE 

The Honorable D. Michael Chappell 

Federal Trade Commission 

Washington, D.C. 20580 

DATE ISSUED 

December 10, 2008 

8. COUNSEL REQUESTING SUBPOENA 

Eric D. Welsh
 

Three Wachovia Center
 

Suite 300
 

401 South Tryon Street'
 

Charlotte, NC 2S202-1935
 

?J,~~~
 

GENERAL INSTRUCTIONS 

APPEARANCE 

The delivery of this subpoena to you by any method 

prescribed by the Commission's Rules of Practice is 

legal service and may subject you to a penalty 

imposed by law for failure to comply. 

MOTION TO LIMIT OR QUASH 

The Commission's Rules of Practice require that any 

motion to limit or quash this subpoena be fied within 

the earlier of 10 days after service or the time for 

compliance. The original and ten copies of the petition 

must be filed with the Secretary of the Federal Trade 

Commission 1 accompanied by an affdavit of service of the document upon counsel 
 listed in Item 8, and upon 

all other parties prescribed by the Rules of Practice. 

FTC Form 70-A (rev. 1/97) 

TRAVEL EXPENSES 

The Commission's Rules of Practice require that fees and 

mileage be paid by the part that requested your
 

appearance. You should present your claim to Counsel 

listed in Item 8 for payment. If you are permanently or 

temporarily living somewhere other than the address on 

this subpoena and it would require excessive travel for 

you to appear, you must get prior approval from Counsel 

listed in Item 8. 

This subpoena does not require approval by OMS under 

the Paperwork 
 'Reduction Act of 1980. 
RETURN OF SERVICE , .
 

I hereby certfy that a duplicate original of the within 

subpoena was duly served: (Chec the mehod used)
 

('! in person. 

o by registered mail.
 

() by leaving copy at principal office or place of business, to wit: 

on the person named herein on: 

(Month, day, and year) 

(Name of person maing servce) 

(Oficial mle) 
SCHEDULE
 

1. Purchases of lead acid battery separators by Johnson Controls, Inc. ("JCI") from any
 

supplier during the period of Januar 1, 2003 to the present. 

2. Any actual or potential contract between JCI and Polypore International, Inc., including 

Daramic, LLC ("Polypore"), Mircroporous Products L.P. ("Microporous"), Entek 

International LLC ("Entek") or any other manufacturer of lead acid battery separators 

from January 1,2003 to the present, including the related contractual negotiations. 

3. The contractual relationship between JCI and Polypore, including but not limited to 

communications related to cost surcharges or changes in pricing. 

4. Any contractual relationship between LCI and Microporous, including but not limited to 

communications related to cost surcharges or changes in pricing. 

5. Any contractual relationship between JCI and Entek or any other manufacturer of lead 

ore and Microporous), including but not limited 

to communications related to cost surcharges or changes in pricing. 

acid battery separators (excluding Polyp 


6. JCI's knowledge of or consideration of possible suppliers of lead acid battery separators 

throughout the world. 

7. Any consideration by JCI of either sponsoring expansion efforts of a lead acid battery 

separator manufacturer or itself producing or manufacturing lead acid battery separators 

including through Baoding Fengfan Rising Battery Separator Co., Ltd. ("BFR"). 

8. lCI's financial interest or ownership in BFR. 

9. Testing or qualification by JCI or anyone on behalf of LCI oflead acid battery separators.
 

10. JCI's consideration of alternative technology or substitutes to lead acid battery separators 

manufactued by Polypore, including AGM separators. 

11. The actual or potential acquisition of Microporous by Polypore (the "acquisition"). 

12. The actual, potential or perceived effect on JCI's business of an acquisition of 

Microporous by Polypore. 

13. Communications between JCI and the Federal Trade Commission regarding the 

acquisition or Polypore. 

14. Any actual or potential barrier to entry for suppliers or manufacturers of lead acid battery 

separators, including without limitation cost of entry or achieving minimal viable scale in 

(a) North America and (b) the World. 

15. Any actual or potential ownership interest of JCI in any joint venture or other entity that 

manufactures lead acid battery separators. 

PPAB lS16100vl 
16. JCI's response and production of documents in response to Polypore's subpoena duces
 

tecum in this matter. 

2
 

PPAB 1516100vl 
UNITED STATES OF AMERICA 

BEFORE THE FEDERAL TRADE COMMISSION 

In the Matter of ) Docket No. 9327 

Polypore International, Inc., )

) PUBLIC DOCUMENT 

a corporation. ) 

CERTIFICATE OF SERVICE 

I hereby certify that on December 30, 2008, I caused to be served the foregoing Subpoena 

Ad Testificandum via Certified Mail Return Receipt Requested upon: 

Johnson Controls, Inc. 

5757 Nort Green Bay Ave.
 

Milwaukee, Wisconsin 53201
 

I hereby certify that on December 30,2008, I caused to be served one copy via electronic 

mail delivery and two copies via overnight mail delivery of the foregoing Subpoena Ad
 

Testificandum upon: 

The Honorable D. Michael Chappell 

Administrative Law Judge 

Federal Trade Commission 

600 Pennsylvania Avenue, NW 

Washington, DC 20580 

oalj~ftc.gov 

I hereby certify that on December 30, 2008, I caused to be served via first-class mail 

delivery and electronic mail delivery a copy of the foregoing Subpoena Ad Testifcandum 

upon: 

J. Robert Robertson, Esq. 

Federal Trade Commission 

600 Pennsylvania Avenue, NW 

Washington, DC 20580 

rro bertson~ftc. gov 

Steven Dah, Esq. 

Federal Trade Commission 

600 Pennsylvania Avenue, NW 

Washington, DC 20580 

sdahm~ftc.gov 

PPAB 1516751vl 
Adam C. Shearer
 (L~

Parker Poe Adams & Bernstein LLP
 

Three Wachovia Center
 

401 South Tryon Street, Suite 3000
 

Charlotte, NC 28202
 

Telephone: (704) 335-9050
 

Facsimile: (704) 334-4706
 

2
 

PPAB 1516751vl 
UNITED STATES OF AMRICA 

BEFORE THE FEDERAL TRADE COMMISSION 

) In the Matter of ) 

) Docket No. 9327 

Polypore International, Inc., )
 a corporation. ) PUBLIC DOCUMENT
 

)
 

NOTICE OF DEPOSITION OF JOHNSON CONTROLS. INC. 

PLEASE TAKE NOTICE that pursuant to Rules 3.33 and 3.34 of the Federal Trade
 

Commission's Rules of Practice for Adjudicative Proceedings (16 C.F.R. §§ 3.33 and 3.34), 

Respondent Polypore International, Inc. ("Polypore"), wil take the deposition of Johnson 

Controls, Inc. on subjects identified on the attached schedule before a person authorized by law 

to administer oaths at the offices of Michael Best & Friedrich LLP, Two Riverwood Place, Suite 

200, Riverwood Drive, Waukesha, WI 53188 on January 12, 2009 at 9:00 a.m. The testimony 

will be recorded by stenographic and/or video means. 

Dated: December 30, 2008 Respectfully Submitted, 

~(),4/~- Wil am L. Rikard, Jr. 

Eric D. Welsh 

PARKR POE ADAMS & BERNSTEIN LLP 

Three Wachovia Center 

401 South Tryon Street, Suite 3000 

Charlotte, NC 28202 

Telephone: (704) 372-9000 

Facsimile: (704) 335-9689 

wiliamrikard(fparkerpoe.com 

ericwelsh(fparkerpoe.com 

Attorneys for Respondent 

PPAB 1517984vl 
UNITED STATES OF AMERICA
 

BEFORE THE FEDERAL TRADE COMMISSION
 

In the Matter of ) 

Polypore International, Inc., ) Docket No. 9327 

a corporation. ) PUBLIC DOCUMENT 

) 

CERTIFICATE OF SERVICE 

I hereby certify that on December 30, 2008, I caused to be served one copy via electronic 

mail delivery and two copies via overnght mail delivery of the foregoing Notice of Deposition 

of Johnson Controls, Inc. upon: 

The Honorable D. Michael Chappell 

Administrative Law Judge 

Federal Trade Commission 

600 Pennsylvania A venue, NW 

Washington, DC 20580 

oalj~ftc.gov 

I hereby certify that on December 30, 2008, I caused to be served via first-class mail 

delivery and electronic mail delivery a copy of the foregoing Notice of Deposition of Johnon 

Controls, Inc. upon: 

J. Robert Robertson, Esq. Steven Dah, Esq. 

Federal Trade Commission Federal Trade Commission 

600 Pennsylvania Avenue, NW 600 Pennsylvania Avenue, NW 

Washington, DC 20580 Washington, DC 20580 

rro bertson~ftc. gov sdah~ftc.gov Cle3t 

Adam C. Shearer 

Parker Poe Adams & Bernstein LLP 

Three Wachovia Center 

401 South Tryon Street, Suite 3000 

Charlotte, NC 28202 

Telephone: (704) 335-9050 

PPAB 1517984vl 
SCHEDULE
 

1. Purchases of lead acid battery separators by Johnson Controls, Inc. ("JCI") from any
 

supplier during the period of January 1, 2003 to the present. 

2. Any actual or potential contract between JCI and Polypore International, Inc., including 

Daramic, LLC ("Polypore"), Mircroporous Products L.P. ("Microporous"), Entek 

International LLC ("Entek") or any other manufacturer of lead acid battery separators 

from January 1,2003 to the present, including the related contractual negotiations. 

3. The contractual relationship between Jei and Polypore, including but not limited to 

communications related to cost surcharges or changes in pricing. 

4. Any contractual relationship between JCI and Microporous, including but not limited to 

communications related to cost surcharges or changes in pricing. 

5. Any contractual relationship between lCI and Entek or any other manufactuer of lead 

acid battery separators (excluding Polypore and Microporous), including but not limited 

to communications related to cost surcharges or changes in pricing. 

6. JCI's knowledge of or consideration of possible suppliers of lead acid battery separators 

throughout the world. 

7. Any consideration by JCI of either sponsoring expansion efforts of a lead acid battery 

separator manufactuer or itself producing or manufacturing lead acid battery separators 

including through Baoding Fengfan Rising Battery Separator Co., Ltd. ("BFR"). 

8. JCI's financial interest or ownership in BFR. 

9. Testing or qualification by JCI or anyone on behalf of JCI of lead acid battery separators. 

10. JCI's consideration of alternative technology or substitutes to lead acid battery separators 

manufactured by Polypore, including AGM separators. 

11. The actual or potential acquisition of Microporous by Polyp 
 ore (the "acquisition"). 

12. The actual, potential or perceived effect on JCI's business of an acquisition of 

Microporous by Polypore. 

13. Communications between JCI and the Federal Trade Commission regarding the 

acquisition or Polypore. 

14. Any actual or potential barier to entry for suppliers or manufacturers oflead acid battery 

separators, including without limitation cost of entry or achieving minimal viable scale in 

(a) North America and (b) the World. 

15. Any actual or potential ownership interest of JCI in any joint venture or other entity that 

manufactures lead acid battery separators. 

PPAB 1516100vl 
16. ieI's response and production of documents in response to Polypore's subpoena duces
 

tecum in this matter. 

2
 

PPAB 1516100vl 
5757 

SUBPOENA AD TESTIFICANDUM
 

Issued Pursuant to Rule 3.34(a)(1), 16 C.F.R. § 3.34(a)(1) (1997) 

1. TO 

Mr. Flavia Almedia
 

Johnson Controls, Inc. 

Nor,th Green Bay Ave. 

Mili;kee, 'Wisconsin 53201
 

2. FROM 

UNTED STATES OF AMERICA 

FEDERAL TRADE COMMISSION 

This subpoena requires you to appear and give testimony, at the date and time specified in Item 5, at the 

request of Counsel listed in Item 8, in the proceeding described in Item 6. 

3. PLACE OF HEARING 

Michael Bes t & Friedrich LLP
 

Two.Riverwood Place, Suite 200
 

Riverwood Drive 

Waukesha, WI 53188
 

6. SUBJECT OF PROCEEDING 

In the Matter of Polyp ore International, Inc., Docket No. 9327 

7. ADMINISTRATIVE LAW JUDGE _ 

The Honorable D. Michael Chappell 

Federal Trade Commission' 

Washington, D.C. 20580 

DATE ISSUED 

December 10,2008 

APPEARANCE 

GENERAL INSTRUCTIONS 

The delivery of this subpoena to you by any method 

prescribed by the Commission's Rules of Practice is 

legal seNice and may subject you tö a penalty 

imposed by law for failure tó comply. 

MOTION TO LIMIT OR QUASH 

The Commission's Rules of Practice require that any 

motion to limit or quash this subpoena be fied within 

the earlier of 10 days after seNice or the time for 

compliance. The original and ten copies of the petiion 

must be filed with the Secretary of the Federal Trade 

Commission, accompanied by an affidavit of seNice of the document upon counsel 
 listed in Item 8, and upon 

all other parties prescribed by the Rules of Practice. 

4. YOUR APPEARANCE WiLL BE BEFORE 

Counsel for Respondent and a person authorized


by law to administer oath. 

5. DATE AND TIME OF HEARING OR DEPOSITION 

1/13/09 at 2:00 PM
 

8. COUNSEL REQUESTING SUBPOENA 

Eric D. Welsh
 

Three Wachovia Center
 

Suite 300
 

401 South Tryon Street
 

Charlotte, NC 28202-1935
 

TRAVEL EXPENSES 

The Commission's Rules of Practice require that fees and 

mileage be paid by the part that requested your
 

appearance. You should present your claim to Counsel 

listed in Item 8 for payment. If you are permanently or 

temporarily living somewhere other than' the address on 

this subpoena and it would require excessive traver for 

you to appear, you must get prior approval from Counsel 

listed in Item 8. 

This subpoena does not require approval by OMB under 

the Paperwork Reduction Act of 1980. 

FTC Form 7Q-A (rev. 1/97) 
RETURN OF SERVICE , .
 

I hereby certify that a duplicate original of the within 

subpoena was duly served: (Chec the mehod used)
 

o in person.
 

(\ by registered mail.
 

C by leaving copy at principal office or place of business, to wit: 

on the person named herein on: 

(Month, day, and year) 

(Name of person making service) 

(Oficial tite) 
UNITED STATES OF AMERICA
 

BEFORE THE FEDERAL TRADE COMMISSION
 

In the Matter of ) Docket No. 9327 

)

Polypore International, Inc., ) PUBLIC DOCUMENT

a corporation. ) 

CERTIFICATE OF SERVICE 

I hereby certify that on December 30, 2008, I caused to be served the foregoing Subpoena 

Ad Testificandum via Certified Mail Return Receipt Requested upon: 

Mr. Flavio Almedia 

Johnson Controls, Inc. 

5757 North Green Bay Ave. 

Milwaukee, Wisconsin 53201
 

I hereby certify that on December 30, 2008, I caused to be served one copy via electronic 

mail delivery and two copies via overnght mail delivery of the foregoing Subpoena Ad
 

Testificandum upon:
 

The Honorable D. Michael Chappell 

Administrative Law Judge 

Federal Trade Commission 

600 Pennsylvania Avenue, NW 

Washington, DC 20580 

oalj~ftc.gov 

I hereby certify that on December 30, 2008, I caused to be served via first-class mail 

delivery and electronic mail delivery a copy of the foregoing Subpoena Ad Testifcandum 

upon: 

1. Robert Robertson, Esq. Steven Dahm, Esq. 

Federal Trade Commission Federal Trade Commission 

600 Pennsylvania Avenue, NW 600 Pennsylvania Avenue, NW 

Washington, DC 20580 Washington, DC 20580 

ITO bertson§ftc. gov sdah~ftc. gov
 

PPAB 1516748vl 
~
 

Adam C. Shearer
 

Parker Poe Adams & Bernstein LLP
 

Three Wachovia Center
 

401 South Tryon Street, Suite 3000
 

Charlotte, NC 28202
 

Telephone: (704) 335-9050
 

Facsimile: (704) 334-4706
 

2
 

PPAB IS16748vl 
UNITED STATES OF AMERICA 

BEFORE THE FEDERAL TRADE COMMISSION 

) In the Matter of ) 

) Docket No. 9327

Polypore International, Inc., )


a corporation. ) PUBLIC DOCUMENT
 

)
 

NOTICE OF DEPOSITION OF FLA VIO ALMEIDA 

PLEASE TAKE NOTICE that pursuant to Rules 3.33 and 3.34 of the Federal Trade 

Commission's Rules of Practice for Adjudicative Proceedings (16 C.F.R. §§ 3.33 and 3.34), 

Respondent Polypore International, Inc. ("Polypore"), wil take the deposition of Flavia Almeida 

before a person authorized by law to administer oaths at the offces of Michael Best & Friedrich 

LLP, Two Riverwood Place, Suite 200, Riverwood Drive, Waukesha, WI 53188 on January 13, 

2009 at 2:00 p.m. The testimony wil be recorded by stenographic and/or video means.
 

Dated: December 30, 2008 Respectfully Submitted, ~tv~ 

Wil m L. Rikard, Jr. 

Eric D. Welsh 

PARKER POE ADAMS & BERNSTEIN LLP 

Three Wacha 
 via Center 

401 South Tryon Street, Suite 3000 

Charlotte, NC 28202 

Telephone: (704) 372.9000 

Facsimile: (704) 335-9689 

williamrikard~parkerpoe.com 

ericwelsh~parkerpoe. com 

Attorneys for Respondent 

PPAB 1517987vl 
,... 

UNITED STATES OF AMERICA 

BEFORE THE FEDERAL TRADE COMMISSION 

In the Matter of )

Polypore International, Inc., ) Docket No. 9327 

a corporation. ) PUBLIC DOCUMENT 

) 

CERTIFICATE OF SERVICE 

I hereby certfy that on December 30, 2008, I caused to be served one copy via electronic 

mail delivery and two copies via overnight mail delivery of the foregoing Notice of Deposition
 

of Flavio Almeida upon: 

The Honorable D. Michael Chappell 

Administrative Law Jtldge 

Federal Trade Commission 

600 Pennsylvania Avenue, NW 

Washington, DC 20580 

oalj~ftc.gov 

I hereby certify that on December 30, 2008, I caused to be served via first-class mail 

delivery and electronic mail delivery a copy of the foregoing Notice of Deposition of Flavia 

Almeida upon: 

J. Robert Robertson, Esq. Steven Dahm, Esq. 

Federal Trade Commission Federal Trade Commission 

600 Peimsylvania Avenue; NW 600 Pennsylvana Avenue, NW 

Washington, DC 20580 Washington, DC 20580 

rrobertson~ftc.gov sdahm~ftc. gov

Adam C. Shearer 

OJc~

Parker Poe Adams & Bernstein LLP 

Three Wachovia Center 

401 South Tryon Street, Suite 3000 

Charlotte, NC 28202 

Telephone: (704) 335-9050 

PPA8 1517987vl 
SUBPOENA AD TESTIFICANDUM
 

Issued Pursuant to Rule 3.34(a)(1), 16 C.F.R. § 3.34(a)(1) (1997) 

1. TO 

Mr. Rodger Hall
 

Johnson Controls, Inc.
 

5757 North Green Bay Ave.
 

Milwaukee, Wisconsin 53201
 

2. ,FROM 

UNTED STATES OF AMERICA
 

FEDERAL TRADE COMMISSION
 

This subpoena requires you to appear and give testimony, at the date and time specified in Item 5, at the 

request of Counsel listed in Item 8, in the proceeding described in Item 6. 

3. PLACE OF HEARING 

Michael Bes t & Friedrich LLP
 

Two Riverwood Place, Suite 200
 

Riverwood Drive
 

Waukesha, WI 53188 

6. SUBJECT OF PROCEEDING 

In the Matter of Polyp ore International, Inc., Docket No. 9327 

7. ADMINISTRATIVE LAW JUDGE 

The Honorable D. Michael Chappell 

Federal Trade Commission 

Washington, D.C. 20580 

DATE ISSUED 

December 10, 2008 

APPEARANCE 

GENERAL INSTRUCTIONS 

The delivery of this subpoena to you by any method 

prescribed by the Commission's Rules of Practice is 

legal service and may subject you to a penalty 

imposed by law for failure to comply. 

MOTION TO LIMIT OR QUASH 

The Commission's Rules of Practice require that any 

motion to limit or quash this subpoena be filed within 

the earlier of 10 days after service or the time for 

compliance. The original and ten copies of the petition 

must be, filed with the Secretary of the Federal Trade 

Commission, accompanied by an affidavit of service of 

the document upon counsel listed in Item 8, and upon

àii other parties prescribed by the Rules of Practice. 

4. YOUR APPEARANCE WILL BE BEFORE 

Counsel for Respondent and a person authorized


by law to a.dminister oath. 

5. DATE AND TIME OF HEARING OR DEPOSITION 

1/i3/09 at 9: 00 AM
 

8. COUNSEL REQUESTING SUBPOENA 

Eric D. Welsh
 

Three Wachovia Center
 

Suite 300
 

401 South Tryon Street
 

Charlotte, NC 28202-1935
 

~/b9

TRAVEL EXPENSES 

The Commission's Rules of Practice. require that fees and

mileage be paid by the part that requested your 

appearance. You should present your claim to Counsel 

listed in Item 8 for payment. If you are permanently or 

temporarily Jiving somewhere other than the address on 

this subpoena and it would require excessive travel for 

you to appear, you must get prior approval from Counsel 

listed in Item 8. 

This subpoena does not require approval by OMS under 

the Paperwork Reduction Act of 1980. 

FTC Form 70-A (rev. 1/97) 
RETURN OF SERVICE
 

I hereby certify that a duplicate original of the within
 

subpoena was duly served: (check the method used)
 

o in person.
 

o by registered mail.
 

o by leaving copy at principal offce or place of business. to wit: 

on the person named herein on:
 

(Month, day, and year)
 

(Name 01 person maing servce) 

(OIclaltItJe) 
UNITED STATES OF AMERICA
 

BEFORE THE FEDERAL TRADE COMMISSION
 

In the Matter of ) Docket No. 9327 

) 

Polyp ore International, Inc., ) PUBLIC DOCUMENT

a corporation. ) 

CERTIFICATE OF SERVICE 

I hereby certify that on December 30, 2008, I caused to be served the foregoing Subpoena 

Ad Testificandum via Certified Mail Retu Receipt Requested upon: 

Mr. Rodger Hall 

Johnson Controls, Inc. 

5757 North Green Bay Ave. 

Milwaukee, Wisconsin 53201
 

I hereby certify that on December 30, 2008, I caused to be served one copy via electronic 

mail delivery and two copies via overnight mail delivery of the foregoing Subpoena Ad 

Testificandum upon:
 

The Honorable D. Michael Chappell 

Administrative Law Judge 

Federal Trade Commission 

600 Pennsylvania Avenue, NW 

Washington, DC 20580 

oalj~ftc.gov 

I hereby certify that on December 30, 2008, I caused to be served via first-class mail 

delivery and electronic mail delivery a copy of the foregoing Subpoena Ad Testifcandum 

upon: 

J. Robert Robertson, Esq. Steven Dah, Esq. 

Federal Trade Commission Federal Trade Commission 

600 Pennsylvania Avenue, NW 600 Pennsylvania Avenue, NW 

Washington, DC 20580 Washington, DC 20580 

rro bertson~ftc. gov sdahm~ftc.gov 

PPAB 1516749vl 
Cl~~
 

Adam C. Shearer
 

Parker Poe Adams & Bernstein LLP
 

Three Wachovia Center
 

401 South Tryon Street, Suite 3000
 

Charlotte, NC 28202
 

Telephone: (704) 335-9050
 

Facsimile: (704) 334-4706
 

2
 

PPAB1516749v) 
UNITED STATES OF AMERICA
 

BEFORE THE FEDERAL TRADE COMMISSION
 

) In the Matter of ) 

) Docket No. 9327 

Polypore International, Inc., ) 

a corporation. ) PUBLIC DOCUMENT

) 

NOTICE OF DEPOSITION OF RODGER HALL 

PLEASE TAKE NOTICE that pursuant to Rules 3.33 and 3.34 of the Federal Trade 

Commission's Rules of Practice for Adjudicative Proceedings (16 C.F.R. §§ 3.33 and 3.34), 

Respondent Polypore International, Inc. ("Polypore"), wil take the deposition of Rodger Hall 

before a person authorized by law to administer oaths at the offces of Michael Best & Friedrich 

LLP, Two Riverwood Place, Suite 200, Riverwood Drive, Waukesha, WI 53188 on January 13, 

2009 at 9:00 a.m. The testimony wil be recorded by stenographic and/or video means.
 

Dated: December 30,2008 Respectfully Submitted, 

Wili . Rikard, Jr. 

Eric D. Welsh 

PARKER POE ADAMS & BERNSTEIN LLP 

Three Wachovia Center 

401 South Tryon Street, Suite 3000 

Charlotte, NC 28202 

(:0_ W~

Telephone: (704) 372-9000 

Facsimile: (704) 335-9689 

wiliamrikardc?parkerpoe.com 

ericwelshc?parkerpoe. com 

Attorneys for Respondent 

PPAB 1517986vl 
UNITED STATES OF AMERICA
 

BEFORE THE FEDERAL TRE COMMISSION
 

In the Matter of ) 

Polypore International, Inc., ) Docket No. 9327 

a corporation. ) PUBLIC DOCUMENT 

) 

CERTIFICATE OF SERVICE 

I hereby certify that on December 30, 2008, I caused to be served one copy via electronic 

mail delivery and two copies via overnight mail delivery of the foregoing Notice of Deposition 

of Rodger Hall upon:
 

The Honorable D. Michael Chappell 

Administrative Law Judge 

Federal Trade Commission 

600 Pennsylvania Avenue, NW 

Washington, DC 20580 

oalj~ftc.gov 

I hereby certify that on December 30, 2008, I caused to be served via first-class mail 

delivery and electronic mail delivery a copy of the foregoing Notice of Deposition of Rodger 

Hall upon: 

1. Robert Robertson, Esq. Steven Dah, Esq. 

Federal Trade Commission Federal Trade Commission 

600 Pennylvania Avenue, NW 600 Pennsylvania Avenue, NW 

Washington, DC 20580 Washington, DC 20580 

rro bertson~ftc. gov sdalu~ftc. gov

W-G~ 

Ada C. Shearer 

Parker Poe Adams & Bernstein LLP 

Three Wachovia Center 

401 South Tryon Street, Suite 3000 

Charlotte, NC 28202 

Telephone: (704) 335-9050
 

PPAB 1517986vl