PUBLIC VERSION 

UNITED STATES OF AMERICA 

BEFORE THE FEDERAL TRADE COMMISSION ORIGiNAl 

In the Matter of 

OFFICE OF ADMINISTRATIVE LAW JUDGES ··c:"'-RAr)i.,.._co· """"~ . p..1... 1 - Mtv;1 . · x,<:>C\:.~1\ECEIVED DOCUMEHTSSS'/0_.,_ 

· « '?67R~1 ·y 

·. 1Ec~ s 2o13 

Ardagh 

a public 

Group 

limited 

S.A., 

liability company, and S~ 

Compagnie de Saint-Gobain, a corporation, 

and 

Saint-Gobain Containers, Inc., 

a corporation 

DOCKET NO. 9356 

NON-PARTY VITRO PACKAGING, LLC'S UNOPPOSED MOTION 

FOR IN CAMERA TREATMENT OF DEPOSITION TRANSCRIPT 

Vitro Packaging, LLC ("Vitro"), which is not a party to the above-captioned action, 

respectfully requests an order granting in camera protection of portions of the August 26, 2013 

deposition testimony of John T. Shaddox in these proceedings. Vitro offered the testimony of 

Mr. Shaddox, the President and Chief Executive Officer of Vitro, subject to the Protective Order 

dated July 1, 2013 and Stipulated Side Agreement to the Protective Order entered into in Federal 

Trade Commission v. Ardagh Group SA., et al., Case No 13-1021 (D.D.C.) (the "Protective 

Order"). By letters dated November 19, 2013, Complaint Counsel and counsel for Respondent 

Ardagh Group S.A ("Ardagh") notified Vitro that they intend to introduce into evidence 

portions of Mr. Shaddox• deposition testimony. In particular, Vitro seeks in camera treatment 

for the excerpts of Mr. Shaddox• deposition testimony identified by page and line designations in 

Exhibit A attached hereto. 

Vitro, a non-party to this proceeding, has previously produced documents to the FTC 

pursuant to a subpoena duces tecum served during the FTC's pre-complaint investigation. 

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PUBLIC VERSION 

Following Vitro's initial production to the FTC, documents were subsequently produced to 

Ardagh. Vitro also made one of its officers, Mr. John T. Shaddox, available for questioning by 

the FTC during the pre-complaint investigation. Subsequent to the commencement of the 

pending litigation, Vitro has also formally produced documents in response to a subpoena duces 

tecum served on Vitro by both the FTC and Ardagh. Mr. Shaddox was also deposed pursuant to 

a subpoena ad testificandum. Vitro has willingly produced the requested documents and 

deposition testimony subject to the Protective Order. 

The information contained in the deposition testimony excerpts contain Vitro's highly 

confidential and competitively-sensitive business information. Public disclosure of this 

information is likely to cause direct, serious harm to Vitro's competitive position. As a result, 

pursuant to 16 C.P.R. §3.45(b), Vitro respectfully requests in camera treatment of the excerpts 

identified in Exhibit A. 

VITRO'S CONFIDENTIAL MATERIALS DESERVE IN CAMERA TREATMENT 

UNDER THE FEDERAL TRADE COMMISSION'S RULES OF PRACTICE 

The deposition testimony described in this motion warrants in camera treatment under 

16 C.P.R. § 3.45(b). Under §3.45(b), business-related information will be given in camera 

treatment where "its public disclosure will likely result in a clearly defined, serious injury" to the 

corporation. See 16 C.P.R. § 3.45(b); see also Kaiser Aluminum & Chern. Corp., 103 F.T.C. 

500, 1984 FTC LEXIS 60, at *1 (1984), quoting H P. Hood & Sons, Inc., 58 F.T.C. 1184, 1188 

(1961). A party seeking in camera protection must establish that the information is "sufficiently 

secret and sufficiently material to the applicant's business that disclosure would result in serious 

competitive injury." In the Matter of Evanston Northwestern Healthcare Corp., 2005 F.T.C. 

LEXIS 27, at* 1 (Feb. 9, 2005) (quoting General Foods Corp., 95 F.T.C. 352, 355 (1980)). A 

showing of injury may be supported by extrinsic evidence, such as an affidavit, or inferred from 

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PUBLIC VERSION 

the nature of the documents themselves. See In the Matter of E. I Dupont de Nemours & Co., 97 

F.T.C. 116 (1981). 

The following factors are to be considered in evaluating whether information is 

sufficiently secret and material that disclosure would result in serious injury: (1) the extent to 

which the information is known outside of the applicant's business; (2) the extent to which it is 

known by employees and others involved in the business; (3) the extent of measures taken by the 

applicant to guard the secrecy of the information; (4) the value of the information to the applicant 

and its competitors; (5) the amount of effort or money expended by the applicant in developing 

the information; and (6) the ease or difficulty with which the information could be properly 

acquired or duplicated by others. Dura Lube, 1999 F.T.C. LEXIS 255 at *6-*7 (quoting BristolMyers Co., 90 F.T.C. 455, 458 (1977)). Third party requests for in camera treatment deserve 

special solitude. Kaiser, 103 F.T.C. at 500. 

Applying these factors, "the courts have generally attempted to protect confidential 

business information from unnecessary airing." HP. Hood & Sons, Inc., 58 F.T.C. at 1188-89; 

see also Champion Spark Plug Co., 1982 FTC LEXIS 85, at *2 (April 5, 1982); Kaiser 

Aluminum, 103 F.T.C. at 500. For example, the FTC has found that "the likely loss of business 

advantages is a good example of a clearly defined, serious injury." Dura Lube Corp., 1999 FTC 

LEXIS 255, at *7 (1999) (punctuation omitted). In camera treatment of sensitive business 

records such as strategic plans, marketing plans, pricing policies, or sales documents is typically 

extended for a limited time period. See e.g. Union Oil Co. of Cal. 2004 FTC LEXIS 223, at *2 

(Nov. 22, 2004); Int'l Ass'n ofConference Interpreters, 1996 FTC LEXIS 298, at *13-14 (June 

26, 1996); Champion Spark Plug, 1982 FTC LEXIS 85 at *2 and 1982 FTC LEXIS 92, at *2 

(March 4, 1982). 

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PUBLIC VERSION 

A. Vitro has Preserved the Confidentiality of the Shaddox Deposition 

Transcript Excerpts 

Vitro has taken substantial measures to protect the confidentiality of the information 

contained in the Shaddox deposition testimony excerpts listed in Exhibit A. 1 First, with respect 

to the testimony itself, in addition to seeking in camera treatment, Vitro has produced 

information in these proceedings pursuant to compulsory process and with a request for 

confidential treatment under the Protective Order. The Protective Order expressly states that it is 

for the "purposes of protecting the interests of . . . third parties . . . against improper use and 

disclosure of confidential information submitted or produced in connection with this matter." 

Protective Order, Attachment A at 2. 

In addition, Vitro has taken significant steps to protect the secrecy of the information 

contained in the Shaddox deposition testimony transcript excerpts. For example, Vitro has 

limited dissemination of the information within Vitro to a subset of high-level management and 

has taken every reasonable step to protect its confidentiality.2 Indeed, because of the safeguards 

taken by Vitro, it would be difficult, if not impossible, for other entities, including Vitro 

competitors, to access or recreate this information. 3 

B. Public Disclosure of the Information in the Shaddox Deposition Transcript 

Excerpts Would Result in Serious Competitive Injury to Vitro 

The deposition testimony transcript excerpts identified in Exhibit A contain highly 

sensitive competitive information.4 This information was obtained and developed by Vitro 

through its own internal business analysis and strategic planning; efforts that Vitro has 

undertaken to gain a competitive advantage and to enhance its ability to compete in the 

1 !d. at ~6. 2 See the Declaration of John T. Shaddox (the "Shaddox Declaration") in support of Vitro Packaging, LLC's 

Motion for In Camera Protection attached hereto as Exhibit B, at ~6. 

3 !d. 

4 !d. at ~3. 

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_'I 

I 

PUBLIC VERSION 

marketplace. 5 The deposition testimony excerpts also reveal details of Vitro's business strategy 

and its internal operations and principles for competing in the marketplace. 6 If this confidential 

information were revealed, Vitro's ability to compete in the marketplace would be 

compromised.7 Indeed, allowing Vitro's competitors to obtain unfettered access to this 

information would enable them to understand Vitro's operations in a manner that would 

significantly disadvantage Vitro in the marketplace. 8 

C. Any Public Interest in Disclosure is Outweighed by the Likelihood of Serious 

Competitive Harm to Vitro 

As a non-party requesting in camera treatment for its confidential business information, 

Vitro is deserving of "special solitude." In re Kaiser Aluminum & Chern. Corp. , 103 F.T.C. 

500, 500 (1984). Granting a reasonable period of in camera treatment encourages parties to 

cooperate with future discovery requests in adjudicative proceedings, just as Vitro has 

cooperated with the discovery demands in this case. Conversely, disclosing documents 

containing Vitro's highly confidential information will not promote the resolution of this matter, 

nor will this information lend measureable public understanding of these proceedings. Thus, the 

balance of interests clearly favors in camera protection for the transcript excerpts listed in 

Exhibit A. 

D. Protection for the Shaddox Deposition Transcript Excerpts Should Extend 

For Five Years 

The highly confidential and competitively sensitive nature of the information contained 

in the transcript excerpts listed in Exhibit A warrants lasting protection. As discussed above and 

in Exhibit B, and illustrated by the transcript excerpts themselves, the deposition testimony 

5 I d. at ~4. 6 ld. at~5. 

7 Jd. 

8 Jd. 

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PUBLIC VERSION 

contains information about Vitro's business plans and strategies that are still in effect. The 

excerpts also contain information about Vitro's business practices and financial analyses that 

would allow a Vitro competitor to derive knowledge about Vitro's current financial position and 

strategic plans that would give a competitor of Vitro an advantage over Vitro. Accordingly, 

Vitro respectfully requests in camera protection for a period of five years from the date of any 

order granting the Motion for the materials listed in Exhibit A. 

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PUBLIC VERSION 

CONCLUSION 

For these reasons, Vitro requests that the Administrative Law Judge enter an order 

granting in camera treatment of the Shaddox deposition testimony excerpts listed in Exhibit A 

for a period of not less than five years. 

Dated: December 9, 2013. 

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Respectfully submitted, 

Neely B. Ag' (D.C. 

FULBRIGH & JA 

801 Pennsyl ia A v nue, NW 

Washington, .C. 20004 

Telephone: (202) 662-0200 

Facsimile: (202) 662-4643 

neely.agin@nortonrosefulbright.com 

Layne E. Kruse (Texas Bar #11742550) 

FULBRIGHT & JAWORSKI LLP 

1501 McKinney, Suite 5100 

Houston, Texas 77010 

Telephone: (713) 651-5151 

Facsimile: (713) 651-5246 

layne.kruse@nortonrosefulbright.com 

Ryan E. Manns (Texas Bar #24041391 

FULBRIGHT & JAWORSKI LLP 

2200 Ross A venue, Suite 2800 

Dallas, Texas 75201 

Telephone: (214) 855-8000 

Facsimile: (214) 855-8200 

ryan.manns@nortonrosefulbright.com 

Attorneys for Non-Party, Vitro 

Packaging LLC 
PUBLIC VERSION 

CERTIFICATE OF SERVICE 

I hereby certify that true and correct copies of the public and confidential versions of the 

foregoing motion were served on December 9, 2013 via U.S. mail, postage prepaid, upon the 

parties listed below: 

Jason M. Swergold 

Shearman & Sterling LLP 

599 Lexington A venue 

New York, NY I 0022 

Christine A. Varney 

Richard J. Stark 

Cravath, Swaine & Moore 

825 Eighth A venue 

New York, New York 10019 

Monica M. Castillo 

Attorney, Mergers II 

Bureau of Competition 

Federal Trade Commission 

601 New Jersey Ave., NW 

Washington, DC 20001 

On this 9th day of December, 2013, I also caused one courtesy copy of the foregoing materials to 

be delivered via email to: 

The Hon. D. Michael Chappell 

Chief Administrative Law Judge 

Federal Trade Commission 

Room H-104 

600 Pennsylvania A venue, NW 

Washington, DC 20580 

OAL.J@ftc.gov 

Ryan E. Manns 

Attorney for Non-Party, Vitro Packaging LLC 

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UNITED STATES OF AMERICA 

BEFORE THE FEDERAL TRADE COMMISSION 

OFFICE OF ADMINISTRATIVE LAW JUDGES 

In the Matter of 

Ardagh Group S.A., 

a public limited liability company, and 

Compagnie de Saint-Gobain, a corporation, 

and 

Saint-Gobain Containers, Inc., 

a corporation 

DOCKET NO. 9356 

ORDER GRANTING VITRO PACKAGING, LLC'S MOTION FOR IN CAMERA 

TREATMENT OF DEPOSITION TRANSCRIPT 

On December 9, 2013, Non-Party Vitro Packaging, LLC ("Vitro") filed a motion for in 

camera treatment of confidential business information contained in portions of the deposition 

testimony of John T. Shaddox in these proceedings, which portions have been identified by the 

parties as potential evidence at trial. 

IT IS HEREBY ORDERED that Vitro's Motion is GRANTED. The information 

contained in the excerpts identified by page and line designations set forth in Exhibit A to Vitro's 

Motion and listed below will be subject to in camera treatment under 16 C.F.R. § 3.45 and will 

be kept confidential and not placed on the public record of this proceeding for a period of five 

years. 

FTC-Designated Excerpts 

16:11-22 

17:3-18:7 

29:6-9 

29:11-30:3 

30:5-10 

- 1 -
31:5-17 

31:19-23 

31:25-32:3 

32:5 

33:4-34:10 

35:19-36:12 

36:14-24 

37:1-9 

37:15-24 

42:10-12 

46:22-47:3 

48:8-14 

51:20-52:2 

52:7-53:7 

55:20-56:9 

61:9-14 

63:20-64:4 

68:1-17 

69:10-12 

70:2-9 

71:22-24 

72:2-13 

78:10-80:4 

81:3-22 

82:4-6 

82:19-22 

82:24-85:12 

85:14-15 

86:15-87:19 

90:2-4 

90:6-91:1 

91:15-24 

92:19-95:25 

92:19-95:25 

96:5-97:5 

97:22-98:1 

98:6-99:1 

99:15-20 

99:22-100:18 

101:11-15 

103:12-104:22 

108:5-109:1 

109:13-110:1 

112:9-113:17 

113:25-114:19 

115:10-15 

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115:17-116:16 

118:20-21 

118:23-120:9 

125:25-127:5 

128:20-129:12 

129:23-25 

130:2-133:18 

134:5-135:3 

136:13-138:24 

142:20-144:22 

148:17-149:24 

152:14-153:11 

154:9-155:7 

155:21-156:22 

160:16-161:8 

Ardagh-Designated Excerpts 

17:25-18:14 

29:11-30:3 

30:5-31:17 

31:19-23 

31:25-32:3 

33:4-34:13 

34:15-36:12 

36:14-24 

37:1-14 

37:25-40:12 

43:8-48:17 

51:1-52:2 

53:16-18 

53:20-23 

53:25-54:8 

54:10-24 

55:2-56:19 

60:14-17 

60:23-61:5 

61:8-62:14 

62:17-21 

62:24-63:5 

63:8-63:12 

68:18-20 

68:22-69:4 

69:6-70:9 

73:24-74:23 

93:11-96:23 

102:22-104:15 

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116:7-117:3 

119:5-120:9 

140:7-17 

148:21-150:13 

152:7-13 

154:18-156:18 

157:11-158:23 

Ardagh-Counter-Designated Excerpts 

18:23-19:2 

19:18-20:10 

32:12-33:2 

42:15-43:7 

53:8-15 

71:16-21 

80:5-81:2 

81:23-82:3 

82:7-10 

82:12-18 

89:23-90:1 

99:2-14 

110:2-7 

113:18-20 

113:22-24 

129:11-12 

133:19-134:4 

144:23-145:2 

145:5-10 

145:13-15 

147:17-148:7 

151:3-13 

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EXHIBIT A 
Exhibit Number 

PX6055 

16:11-22 

17:3-18:7 

29:6-9 

29:11-30:3 

30:5-10 

31:5-17 

31:19-23 

31:25-32:3 

32:5 

33:4-34:10 

35:19-36:12 

36:14-24 

37:1-9 

37:15-24 

42:10-12 

46:22-47:3 

48:8-14 

51:20-52:2 

52:7-53:7 

55:20-56:9 

61:9-14 

63:20-64:4 

68:1-17 

69:10-12 

70:2-9 

71:22-24 

72:2-13 

78:10-80:4 

81:3-22 

82:4-6 

82:19-22 

82:24-85:!2 

85:14-15 

86:15-87:19 

90:2-4 

90:6-91:1 

91:15-24 

92:19-95:25 

Exhibit A 

Date JsegBates EndBates Document Description I 

RESERVED for Designated Depos tion Transcript 

8/2612013 N!A N!A of John Shaddox (Vlro Packaging) 

Deposition Transcript Excerpts Desginated by FTC 

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92:19-95:25 

96:5-97:5 

97:22-98:1 

98:6-99:1 

99:15-20 

99:22-100:18 

101:11-15 

103:12-104:22 

108:5-109:1 

109:13-110:1 

112:9-113:17 

113:25-114:19 

115:10-15 

115:17-116:16 

118:20-21 

118:23-120:9 

125:25-127:5 

128:20-129:12 

129:23-25 

130:2-133:18 

134:5-135:3 

136:13-138:24 

142:20-144:22 

148:17-149:24 

152:14-153:11 

154:9-155:7 

155:21-156:22 

160:16-161:8 

17:25-18:14 

29:11-30:3 

30:5-31:17 

31:19-23 

31:25-32:3 

33:4-34:13 

34:15-36:12 

36:14-24 

37:1-14 

37:25-40:12 

43:8-48:17 

51:1-52:2 

53:16-18 

53:20-23 

53:25-54:8 

54:10-24 

Deposition Transcript Excerpts Designated by Ardagh 

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I . I 

55:2-56:19 

60:14-17 

60:23-61:5 

61:8-62:14 

62:17-21 

62:24-63:5 

63:8-63:12 

68:18-20 

68:22-69:4 

69:6-70:9 

73:24-74:23 

93:11-96:23 

102:22-104:15 

116:7-117:3 

119:5-120:9 

140:7-17 

148:21-150:13 

152:7-13 

154:18-156:18 

157:11-158:23 

Deposition Transcript Excerpts Counter-Designated by Ardagh 

18:23-19:2 

19:18-20:10 

32:12-33:2 

42:15-43:7 

53:8-15 

71:16-21 

80:5-81:2 

81:23-82:3 

82:7-10 

82:12-18 

89:23-90:1 

99:2-14 

110:2-7 

113:18-20 

113:22-24 

129:11-12 

133:19-134:4 

144:23-145:2 

145:5-10 

145:13-15 

147:17-148:7 

151:3-13 

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EXHIBIT B 
I 

UNITED STATES OF AMERICA 

BEFORE THE FEDERAL TRADE COMMISSION 

OFFICE OF ADMINISTRATIVE LAW JUDGES 

In the Matter of 

Ardagh Group S.A., 

a public limited liability company, and 

Compagnie de Saint-Gobain, a corporation, 

and 

Saint-Gobain Containers, Inc., 

a corporation 

DOCKET NO. 9356 

DECLARATION OF JOHN T. SHADDOX IN SUPPORT OF 

VITRO PACKAGING, LLC'S MOTION FOR IN CAMERA 

PROTECTION OF DEPOSTION TRANSCRIPT 

I, John T. Shaddox, depose and state: 

1. I am the President and Chief Executive Officer of Vitro Packaging LLC ("Vitro") 

and I hereby submit this declaration in support of Vitro Packaging, LLC 's Unopposed Motion for 

In Camera Protection of Deposition Transcript (the "Motion"). 

2. Except as otherwise indicated, all facts set forth in this declaration are based upon 

my personal knowledge, experience and information or upon information provided to me by 

employees working under my direct supervision or control. If called to testify, I would testify 

competently to the facts set forth in this declaration. 

3. It is my opinion that the documents and deposition testimony identified on Exhibit 

A to the Motion contain highly sensitive competitive information. 

91085250.1 - 1 -
4. This information was obtained and developed by Vitro through its own internal 

business analysis and strategic planning; efforts that Vitro has undertaken to gain a competitive 

advantage and to enhance its ability to compete in the marketplace. 

5. The documents and deposition testimony also reveal details of Vitro's business 

strategy and its internal operations and principles for competing in the marketplace. If this 

confidential information were revealed, Vitro's ability to compete in the marketplace would be 

compromised. 

6. Vitro has taken various steps to protect the confidentiality of the information 

captured by the documents and testimony. It has limited dissemination of such information 

within Vitro to a subset of high-level management and has taken every reasonable step to protect 

its confidentiality. Indeed, because of the safeguards taken by Vitro, it would be difficult, if not 

impossible, for other entities, including Vitro competitors, to access or recreate this information 

By: 

91085250.1 -2-
PUBLIC VERSION 

CERTIFICATE OF SERVICE 

I hereby certify that true and correct copies of the public and confidential versions of the 

foregoing motion were served on December 9, 2013 via U.S. mail, postage prepaid, upon the 

parties listed below: 

Jason M. Swergold 

Shearman & Sterling LLP 

599 Lexington Avenue 

New York, NY 1 0022 

Christine A. Varney 

Richard J. Stark 

Cravath, Swaine & Moore 

825 Eighth A venue 

New York, New York 10019 

Monica M. Castillo 

Attorney, Mergers II 

Bureau of Competition 

Federal Trade Commission 

601 New Jersey Ave., NW 

Washington, DC 20001 

On this 9111 day ofDecember, 2013, I also caused one original, two hard copies, and an electronic 

copy on CD, of the foregoing materials to be delivered via hand delivery to: 

DonaldS. Clark 

Office of the Secretary 

Federal Trade Commission 

600 Pennsylvania Avenue, NW, H-113 

Washington, DC 205 80 

On this 9th day of December, 2013, I also caused one courtesy copy ofthe foregoing materials to 

be delivered via email to: 

The Hon. D. Michael Chappell 

Chief Administrative Law Judge 

Federal Trade Commission 

Room H-104 

600 Pennsylvania A venue, NW 

Washington, DC 20580 

OALJ@ftc.gov /) 

~· Ryan E. Manns 

Attorney for Non-Party, Vitro Packaging LLC 

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