PUBLIC VERSION 

ORIGINAL 

UNITED STATES OF AMERICA 


BEFORE THE FEDERAL TRADE COMMISSION 


) 

In the Matter of ) 

) 

MCWANE, INC., ) DOCKET NO. 9351 

a corporation, and ) 

) 

STAR PIPE PRODUCTS, LTD., ) 

a limited partnership. ) 

------------------------) 

ELECTROSTEEL USA, LLC'S UNOPPOSED MOTION 

FOR IN CAMERA TREATMENT OF PROPOSED EVIDENCE 

Electrosteel USA, LLC ("Electrosteel"), which is not a party to the 

above-captioned action, respectfully requests that this Court grant in camera 

treatment for several documents and deposition designations (the "Confidential 

Information") that the Federal Trade Commission ("Complaint Counsel") and 

counsel for Mc Wane, Inc. ("Respondent") have designated for possible 

introduction at the administrative trial in this matter. 

By letters dated July 17,2012, Complaint Counsel and Respondent 

notified Electrosteel that each intends to introduce into evidence documents 

produced by Electrosteel in response to subpoenas issued by Complaint 

Counsel and Respondent, along with selected excerpts of a deposition taken of 

Electr<;:>steel's Business Development Manager, Mr. Danny Swalley. 
Electrosteel has conferred with both complaint and Respondent's counsel 

regarding this motion and the relief it seeks. Electrosteel is authorized by 

Respondent's counsel to state that Respondent has no objection to the granting 

ofElectrosteel' s motion. Electrosteel is authorized by Complaint Counsel to 

state that the Commission takes no position regarding Electrosteel' s motion but 

does not intend to oppose it. 

Electrosteel seeks in camera treatment for the following Confidential 

Information, which will be discussed in greater detail below: 

Designated by Respondent 

A. Electronic file ESMCW0000002 McWane Response Ftgs Sold Request 

3.xlsx; physical document designated by Respondent as Defendant's 

Exhibit Electrosteel 1.1 

B. Danny Swalley Deposition excerpt 252: 13-252:22.2 

C. Danny Swalley Deposition excerpt 74:24-78:19.3 

Designated by Complaint Counsel 

D. FTC Exhibit No. CX1546; (Bates range FTC-ESFTC-000002-000017); 

3/30/2010 email from Danny Swalley to Piush Lohia re: USA business, 

including the following attachments: Saluda Water Adden l.pdf; Sales 

Territory Anlz 3.29.10.xls; and Business plan 3.26.10.xls.4 

1 Attached hereto as Exhibit A. The physical copy ofthis document that was attached to Respondent's July 17, 


2012 letter is labeled "Defendant's Exhibit Electrosteell." The electronically produced version ofthis 


document bears the file name ESMCW0000002 McWane Response Ftgs Sold Request 3.xlsx. 


2 Attached hereto as Exhibit B. 


3 Attached hereto as Exhibit C. 


4 Attached hereto as Exhibit D. 


2 

E. 	FTC Exhibit No. CX1549; (Bates range FTC-ESFTC-000250-000251); 

2/7/2012 email from Danny Swalley to Vikash Agrawal re: Fittings, 

including the following attachment: Urgent Fittings 2.7. 12.xlsx.5 

F. 	FTC Exhibit No. CX1553; electronic file name ESFTC000003 FTC 

Response Ftgs Response 3 .x1sx.6 

G. 	Danny Swalley Deposition excerpt 185:19-23.7 

H. 	Danny Swalley Deposition excerpt 221 :25-232:15.8 

r. 	 Danny Swalley Deposition excerpt 71 :6-19.9 

J. 	 Danny Swalley Deposition excerpt 183:19-185:19.10 

BACKGROUND 

Electrosteel is the United States subsidiary ofElectrosteel Castings, Ltd., 

a publicly traded Indian company that has been in business since the 1950s and 

is one of the top five producers of ductile iron pipe in the world. Electrosteel 

Castings, Ltd., has maintained its technological leadership by continual product 

innovation and technical upgrades. About 40 percent ofElectro steel Castings, 

Ltd. 's ductile iron pipe and fittings production is exported to various countries 

in Europe, America, Southeast Asia, the Middle East, and North and South 

5 Attached hereto as Exhibit E. 

6 Attached hereto as Exhibit F. 

7 Attached hereto as Exhibit G. 

8 Attached hereto as Exhibit H. 

9 Attached hereto as Exhibit I. 

10 Attached hereto as Exhibit J. 

3 

African Countries. Overseas offices and subsidiary companies have been 

established in France, Spain, the United Kingdom, Singapore, and Algeria. 

Movant, Electrosteel, is a relatively new entrant into the United States 

market, having announced its United States presence at the American Water 

Works Association Annual Conference and Exposition 2008. Electrosteel is a 

direct competitor ofRespondent McWane in the U.S. market, both in the sale of 

ductile iron pipe and ductile iron fittings. 

The information contained in the above-listed documents and testimony 

is competitively sensitive and is held in strict confidence by Electrosteel. 

Public disclosure ofthat information is likely to cause both direct and serious 

harm to Electrosteel's competitive position in the ductile iron fittings, ductile 

iron pipe, and flange pipe markets in the United States. Therefore, pursuant to 

16 C.F.R. § 3.4S(b), Electrosteel respectfully moves for in camera treatment of 

the Confidential Information. The declaration ofDanny Swalley in support of 

this motion is attached hereto as Exhibit L. 

ELECTROSTEEL'S CONFIDENTIAL 


INFORMATION DESERVES IN CAMERA TREATMENT UNDER 


THE FEDERAL TRADE COMMISSION'S RULES OF PRACTICE 


The Confidential Information described in this motion should receive in 

camera treatment as provided by 16 C.F .R. § 3 .4S(b). Under that regulation, 

4 

requests for in camera treatment must show that public disclosure ofthe 

material at issue will result in "clearly defined, serious injury to the person, 

partnership, or corporation requesting in camera treatment." 16 C.F.R. § 

3.45(b); HP. Hood & Sons, Inc., 58 F.T.C. 1184, 1188 (1961). That showing 

can be made by establishing that the material in question is "sufficiently secret 

and sufficiently material" to the movant's business "that disclosure would result 

in competitive injury." In re General Foods Corp., 95 F.T.C. 352,355 (1980). 

In this context, "the courts have generally attempted to protect confidential 

business information from unnecessary airing." HP. Hood & Sons, Inc. at 

1188. Further, "the likely loss ofbusiness advantages is a good example of a 

clearly defined, serious injury." In re Dura Lube Corp., 1999 FTC LEXIS 255, 

at *7 (1999) (punctuation omitted). 

Finally, with regard to the deposition excerpts at issue, the fact that 

Electrosteel has narrowly tailored those portions that require in camera 

treatment should weigh in favor of granting this motion. See In re Union Oil 

Co. o/Calif, 2005 FTC LEXIS 9, at * 1 (Jan. 19,2005) (granting in camera 

treatment where parties sought it only "for narrowly tailored portions of 

deposition testimony"). Here, applying those standards, in camera treatment is 

warranted. 

5 

ELECTROSTEEL HAS PRESERVED THE 


CONFIDENTIALITY OF THE CONFIDENTIAL INFORMATION 


Electrosteel has taken significant steps to protect the confidential nature 

of the Confidential Information, which was produced pursuant to compulsory 

processes and under the terms of the January 5, 2012 Protective Order 

Governing Discovery Material in this matter (the "Protective Order"), which 

was issued to protect the Confidential Information in question here. Consistent 

with the Protective Order, Electrosteel's counsel affixed the following legend to 

the discs containing the documents produced to the Federal Trade Commission 

and McWane, Inc.: "Confidential- FTC Docket No. 9351.,,11 Swalley Dec. ~3. 

Furthermore, Electrosteel has taken substantial measures to guard the 

secrecy ofthe Confidential Information by limiting the dissemination ofthat 

information and taking every reasonable step to protect its confidentiality. Id. 

The Confidential Information is only disclosed to selected Electrosteel 

employees and upper management ofElectro steel's Indian parent company, 

Electrosteel Castings, Ltd.; the Confidential Information is not known outside 

ofElectro steel except to the extent necessary to facilitate customer transactions; 

and the Confidential Information would be extremely difficult, time consuming, 

II Scanned copies ofthe discs containing Electrosteel's production are attached hereto as Exhibit K. 

6 
and expensive for Electrosteel' s competitors or other outside persons to access 

or duplicate. Id. 

DISCLOSURE OF THE CONFIDENTIAL INFORMATION WOULD 

RESULT IN SERIOUS COMPETITIVE INJURY TO ELECTROSTEEL 

The following is a discussion of the specific reasons supporting 

Electrosteel's motion and constituting the requisite showing under 16 C.F.R. § 

3.45(b). 

EXHIBIT A contains a document with the electronic file name of 

ESMCW0000002 McWane Response Ftgs Sold Request 3.xlsx; the physical 

manifestation of this document has been designated by Respondent as 

Defendant's Exhibit Electrosteell. This document, which lists in detail 

Electrosteel's ductile iron fittings sales by customer for the period of July 1, 

2009, through April 11, 2012, reveals recent highly confidential and 

commercially sensitive information regarding Electrosteel' s sales, customers, 

and prices of ductile iron fittings. Public disclosure ofthis document would 

reveal to Electrosteel' s competitors valuable information about the identity of 

Electrosteel's customers and the extent to which they buy ductile iron fittings 

from Electrosteel. It is not unreasonable to assume that Electrosteel's ductile 

iron pipe competitors, many ofwhom also offer ductile iron fittings, would 

target these customers and attempt to influence them into ceasing business 

7 

relationships with Electrosteel were the confidential information made available 

to them. Thus, public disclosure of this information could result in irreparable 

harm to Electrosteel's efforts to maintain and increase its competitiveness in the 

ductile iron fittings, ductile iron pipe, and flange pipe markets. Swalley Dec. 

~4. 

Exhibit B contains the following excerpt from Danny Swalley's 

Deposition: 252:13-252:22. This excerpt refers to Electrosteel's and its Indian 

parent company, Electrosteel Castings, Ltd.' s plans and discussions pertaining 

to the potential future hiring of salespeople to support Electrosteel' s efforts in 

the United States. This testimony reveals highly confidential and commercially 

sensitive information regarding Electrosteel's future business strategies. Public 

disclosure of this information could be used by Electrosteel' s competitors to 

analyze Electrosteel' s confidential business strategies, giving those competitors 

an unfair competitive advantage over Electrosteel. Public disclosure ofthis 

information could result in irreparable harm to Electrosteel's efforts to maintain 

and increase its competitiveness in the ductile iron fittings, ductile iron pipe, 

and flange pipe markets. Swalley Dec. ~5. 

Exhibit C contains the following excerpt from Danny Swalley'S 

Deposition: 74:24-78:19. This excerpt discusses in detail specific 

8 

conversations between Electrosteel and individual representatives from 

distributors with whom Electrosteel has sought to conduct business pertaining 

to efforts by Electrosteel to make sales to those distributors. This information 

reveals the identities of customers with whom Electrosteel has been 

unsuccessful in securing a business relationship. Public disclosure of this 

information could be used by Electrosteel's competitors to conduct an analysis 

ofElectro steel's sales strategy and make determinations regarding 

Electrosteel's successes or failures in the market. Public disclosure ofthis 

information could result in irreparable harm to Electrosteel's efforts to maintain 

and increase its competitiveness in the ductile iron fittings, ductile iron pipe, 

and flange pipe markets. Swalley Dec. ,-r6. 

In the event that the Court finds this four-page passage of Danny 

Swalley's deposition to be too broad to warrant in camera treatment, 

Electrosteel asks that the following lines receive in camera treatment in order to 

maintain the confidentiality of the individuals and entities being discussed, for 

the reasons stated above: 74:24; 75:4; 75:6; 75:7; 75:10; 76:4-5; 76:10-12; 

76:15; 76:17; 76:20-21; 76:24; 77:9-10; 77:13; 78:6; and 78:12. 

EXHIBIT D contains a document designated by the FTC as Exhibit No. 

CX1546 (Bates range FTC-ESFTC-000002-000017). This document comprises 

9 

I 

a 3/30/2010 email from Danny Swalley to Piush Lohia with the subject USA 

, 

business and the following attachments: Saluda Water Adden I.pdf; Sales 

Territory Anlz 3.29.l0.xls; and Business plan 3.26.l0.xls. This email and its 

attachments reveal Electrosteel' s business plans for 2010 and 2011 and its sales 

analysis for the Southeast United States, including competitively sensitive 

hiring, sales, target, and cost information pertaining to ductile iron fittings and 

ductile iron pipe. Electrosteel's business plan is a core aspect of its business 

strategy and provides a blueprint to the manner by which Electrosteel conducts 

its business. Public disclosure ofthis information would greatly jeopardize 

Electrosteel's ongoing interest and provide Electrosteel' s competitors with the 

means to analyze Electrosteel's business model, giving those competitors an 

unfair competitive advantage over Electrosteel. Public disclosure ofthis 

information could result in irreparable harm to Electrosteel' s efforts to maintain 

and increase its competitiveness in the ductile iron fittings, ductile iron pipe, 

and flange pipe markets. Swalley Dec. ~7. 

EXHIBIT E contains a document designated by the FTC as Exhibit No. 

CX1549 (Bates range FTC-ESFTC-000250-000251). This document comprises 

a 2/7/2012 email from Danny Swalley to Vikash Agrawal with the subject 

Fittings and includes the following attachment: Urgent Fittings 2.7. 12.x1sx. 

10 

This email and attachment, both generated in February 2012, reveal 

Electrosteel's entire inventory stocking profile. This information has taken 

years and considerable expense to develop. In Electrosteel's marketplace, 

knowledge of what products to maintain in stock is considered proprietary and 

extremely valuable. Public disclosure ofthis information would allow 

Electrosteel's competitors to gain insight into Electrosteel's proprietary 

inventory procedures, giving those competitors an unfair competitive advantage 

over Electrosteel. Public disclosure ofthis information could result in 

irreparable harm to Electrosteel's efforts to maintain and increase its 

competitiveness in the ductile iron fittings, ductile iron pipe, and flange pipe 

markets. Swalley Dec. ,-r8. 

EXHIBIT F contains a document designated by the FTC as Exhibit No. 

CX1553 (electronic file name ESFTC000003 FTC Response Ftgs Response 

3.xlsx). This spreadsheet shows Electrosteel' s quarterly income statements 

from the third quarter of2009 through the first quarter of2012. This document 

contains confidential and proprietary information pertaining to every aspect of 

Electrosteel's recent financial status, including salaries, equity positions, 

marketing expenses, sales revenue, expenses, and profits. Public disclosure of 

this information would provide Electrosteel' s competitors with valuable insight 

11 

into Electrosteel' s costs, expenses, profits, and revenues, giving those 

competitors an unfair competitive advantage over Electrosteel. Public 

disclosure of this information could result in irreparable harm to Electrosteel's 

efforts to maintain and increase its competitiveness in the ductile iron fittings, 

ductile iron pipe, and flange pipe markets. Swalley Dec. ,-r9. 

I 

.i Exhibit G contains the following excerpt from Danny Swalley's 

Deposition: 185:19-23. This excerpt discusses Electrosteel's current and recent 

profitability. While the subject is discussed with some generality, the 

information in the excerpt reveals Electrosteel' s unique business strategy in 

light ofthe difficulties it has encountered as a new market entrant attempting to 

gain market share in the United States market. Public disclosure ofthis 

information would give Electrosteel' s competitors insight into Electrosteel' s 

health and viability, giving Electrosteel' s competitors an unfair competitive 

advantage over Electrosteel. Public disclosure of this information could result 

in irreparable harm to Electrosteel' s efforts to maintain and increase its 

competitiveness in the ductile iron fittings, ductile iron pipe, and flange pipe 

markets. Swalley Dec. ,-r10. 

Exhibit H contains the following excerpt from Danny Swalley's 

Deposition: 221 :25-232:15. This excerpt discusses in detail, using specific 

12 

figures, Electrosteel' s sales of ductile iron fittings in the context of a thorough 

review of Electrosteel' s quarterly income statements from the third quarter of 

2009 through the first quarter of2012, a document for which in camera 

treatment is sought (see above and Exhibit F). The testimony not only reveals 

the information set forth in that confidential and proprietary document, but 

reveals trends in Electrosteel' s financial position in the market and confidential 

policies pertaining to Electrosteel' s relationship with its Indian parent, 

Electrosteel Castings, Ltd. Public disclosure ofthis information would provide 

Electrosteel's competitors with valuable insight into Electrosteel's costs, 

expenses, profits, and revenues, giving those competitors an unfair competitive 

advantage over Electrosteel. Public disclosure of this information could result 

in irreparable harm to Electrosteel' s efforts to maintain and increase its 

competitiveness in the ductile iron fittings, ductile iron pipe, and flange pipe 

markets. Swalley Dec. ~11. 

Exhibit I contains the following excerpt from Danny Swalley'S 

Deposition: 71 :6-19. This excerpt discusses details about Electrosteel' s recent 

and current sales volumes of ductile iron fittings. Public disclosure of this 

information would give Electrosteel' s competitors insight into Electrosteel' s 

current sales activities and its current health and viability, giving Electrosteel's 

13 

competitors an unfair competitive advantage over Electrosteel. Public 

disclosure of this information could result in irreparable harm to Electrosteel's 

efforts to maintain and increase its competitiveness in the ductile iron fittings, 

ductile iron pipe, and flange pipe markets. Swalley Dec. ~12. 

Exhibit J contains the following excerpt from Danny Swalley's 

Deposition: 183: 19-185: 19. This excerpt discusses details about Electrosteel' s 

current market share, the effect of its current sales volumes on its future 

economic health, and its future business plans with regard to the United States 

market for ductile iron fittings. This testimony reveals highly confidential and 

commercially sensitive information regarding Electrosteel's future business 

strategies and reveals insight into Electrosteel' s current sales activities and its 

current health and viability. Public disclosure ofthis information could be used 

by Electrosteel' s competitors to analyze Electrosteel' s standing in the market 

and its confidential business strategies, giving those competitors an unfair 

competitive advantage over Electrosteel. Public disclosure ofthis information 

could result in irreparable harm to Electrosteel' s efforts to maintain and 

increase its competitiveness in the ductile iron fittings, ductile iron pipe, and 

flange pipe markets. Swalley Dec. ~13. 

THE PUBLIC INTEREST IN 

DISCLOSURE OF THE CONFIDENTIAL INFORMATION 

14 
IS OUTWEIGHED BY THE LIKELIHOOD OF SERIOUS 


COMPETITIVE HARM TO ELECTROSTEEL 


Electrosteel deserves "special solicitude" as a non-party requesting in 

camera treatment for its confidential business information. In the Matter of 

Kaiser Aluminum & Chemical Corporation, 103 F.T.C. 500,500 (1984) (order 

directing in camera treatment for sales statistics over five years old). 

Reasonable periods of in camera treatment encourage non-parties such as 

Electrosteel to cooperate fully with future discovery requests in adjudicative 

proceedings. Electrosteel has cooperated with the discovery demands in this 

matter, and Danny Swalley has submitted to a deposition conducted by 

Respondent and Complaint Counsel. The disclosure ofthe Confidential 

Information would not materially promote the resolution ofthis matter, nor will 

the Confidential Information allow for measurable public understanding ofthis 

matter. Thus, the balance of interest favors in camera protection for the 

Confidential Information. See In re Bristol-Myers, 90 F.T.C. 455, 456 (1977). 

IN CAMERA PROTECTION SHOULD EXTEND FOR FIVE YEARS 

Because of the highly confidential and proprietary and recent and current 

nature of the Confidential Information, more lasting protection is appropriate in 

order to ensure avoidance ofthe competitive injuries to Electrosteel' s business 

outlined above. The Confidential Information, once disclosed, will allow 

15 

Electrosteel's competitors to analyze fully every aspect ofElectrosteel' s 

business model and strategy and will remove any advantage Electrosteel 

currently enjoys as it seeks to establish itself as a relatively new and innovative 

entrant in the United States ductile iron fittings, ductile iron pipe, and flange 

pipe markets. Accordingly, Electrosteel respectfully requests that the 

Confidential Information be afforded in camera protection for a period of five 

years. 

CONCLUSION 

The Confidential Information satisfies the standard for in camera protection 

under the Federal Trade Commission's Rules ofPractice and relevant case law. 

Accordingly, this Court should extend in camera protection to this confidential 

material for a period of five years. 

Charles C. Murp , Jr. 

VAUGHAN & MURPHY 


260 Peachtree St., Suite 1600 

Atlanta, Georgia 30303 Georgia Bar N .530062 

(404) 577-6550 Matthew D. Daley 

(404) 577-0060 (Facsimile) Georgia Bar No. 328815 

Attorneys for Electrosteel USA, LLC 

16 

CERTIFICATE OF SERVICE 

I hereby certify that I have made due and legal service ofthe foregoing 

by causing copies to be sent via FedEx to: 

Honorable D. Michael Chappell 

Administrative Law Judge 

Federal Trade Commission 

600 Pennsylvania A venue, NW 

RoomH-106 

Washington, DC 20580 

Mr. Thomas W. Thagard TIl 

Maynard, Cooper & Gale, P.C. 

1901 Sixth Avenue North 

2400 RegionslHarbert Tower 

Birmingham, AL 35203 

Mr. Edward Hassi 

Federal Trade Commission 

600 Pennsylvania Ave, NW 

Washington, DC 20580 

and via email to: 

oalj@ftc.gov 

tthagard@maynardcooper.com 

ehassi@ftc.gov 

mcastillo@ftc.gov 

This 26th day ofJuly, 2012. 

Office ofthe Secretary 

Federal Trade Commission 

600 Pennsylvania Avenue, NW 

RoomH-135 

Washington, DC 20580 

Matthe D. Daley 

Georgia Bar No. 328815 

17 
UNITED STATES OF AMERICA 


BEFORE THE FEDERAL TRADE COMMISSION 


) 

In the Matter of ) 

) 

MCWANE, INC., ) DOCKET NO. 9351 

a corporation, and ) 

) 

STAR PIPE PRODUCTS, LTD., ) 

a limited partnership. ) . 

------------------------.) 


PROPOSED ORDER 

On July 27,2012, Non-Party Electrosteel USA, LLC {"Electrosteel"} 

filed a motion for in camera treatment of confidential business information 

contained in various documents and deposition excerpts that have been 

identified by Respondent and Complaint Counsel as potential trial exhibits. 

IT IS HEREBY ORDERED that Electrosteel's motion is GRANTED. 

The information set forth in the following documents and deposition excerpts 

shall 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 ofthis proceeding for a period 

of five years: 

• 	 Electronic file name ESMCW0000002 McWane Response Ftgs Sold 

Request 3.xlsx; physical document designated by Respondent as 

Defendant's Exhibit Electrosteell. 

18 
• 	 Danny Swalley Deposition excerpt 252: 13-252:22. 

• 	 Danny Swalley Deposition excerpt 74:24-78:19. 

• 	 FTC Exhibit No. CX1546; (Bates range FTC-ESFTC-000002-0000 17); 

3/30/2010 email from Danny Swalley to Piush Lohia re: USA business, 

including the following attachments: Saluda Water Adden l.pdf; Sales 

Territory Anlz 3.29.10.xls; and Business plan 3.26.10.xls. 

• 	 FTC Exhibit No. CX1549; (Bates range FTC-ESFTC-000250-000251); 

2/7/2012 email from Danny Swalley to Vikash Agrawal re: Fittings, 

including the following attachment: Urgent Fittings 2.7.12.x1sx. 

• 	 FTC Exhibit No. CX1553; electronic file name ESFTC000003 FTC 

Response Ftgs Response 3.xlsx. 

• 	 Danny Swalley Deposition excerpt 185:19-23. 

• 	 Danny Swalley Deposition excerpt 221 :25-232: 15. 

• 	 Danny Swalley Deposition excerpt 71 :6-19. 

• 	 Danny Swalley Deposition excerpt 183: 19-185: 19. 

IT IS FURTHER ORDERED that only authorized Federal Trade 

Commission (the "FTC") personnel and court personnel concerned with judicial 

review shall have access to the above-listed material, provided that I, the FTC, 

and reviewing courts may disclose the in camera information to the extent 

necessary for the proper disposition ofthe proceeding. 

19 

ORDERED: 


D. Michael Chappell 

Administrative Law Judge 

DATED: _______________ 

20 

EXHIBIT A 


REDACTED 

. 

EXHIBITB I 

I 

I 

I 

! 

I 

, REDACTED 
EXHIBIT C 


REDACTED 

EXHIBITD 


REDACTED 

EXHIBITE 


REDACTED 

EXHIBITF 


i 


. i 
 REDACTED 
EXHIBIT G 


REDACTED 

EXHIBITH 


REDACTED 

EXHIBIT I 


REDACTED 

EXHIBIT J 


REDACTED 

Exhibit K 


~, -,-~,~----....... . 

BEFORE THE US FEDERAL TRAD"E COMMISSION 

In the Matter of 

McWane, Inc., et a/~ 

Confidential- FTC Docket No. 9351 

"~"":::::;::::­ j: ", 

i"' 

"~~i ,-...",,&' 

Responses of F.Jectrosteel USA, LLC 

To Subpoena Duces Tecum dated Mar. 7, 2012 

By: Vaugban & Murpby ­ 404-577-6550 
· Exhibit L 

UNITED STATES OF AMERICA 


BEFORE THE FEDERAL TRADE COMMISSION 


) 

In the Matter of ) 

) 

MCWANE, INC., ) DOCKET NO. 9351 

a corporation, and ) 

) 

STAR PIPE PRODUCTS, LTD., ) 

a limited partnership. ) 

) 

DECLARATION OF DANNY SWALLEY IN SUPPORT OF NON­


PARTY ELECTROSTEEL USA, LLC'S UNOPPOSED MOTION 


FOR IN CAMERA TREATMENT OF PROPOSED EVIDENCE 


I, Danny Swalley, declare as follows: 

1. 	 I am currently the Business Development Manager ofElectrosteel USA, 

LLC ("Electro steel"), and have held that position since August 2007. In 

my position, I am responsible for overseeing sales and marketing of 

ductile iron pipe, ductile iron fittings, and flange pipe in the United 

States. 

2. 	 I have reviewed the documents and testimony for which Electrosteel 

seeks in camera treatment (the "Confidential Information"), and by virtue 

ofmy current position with Electrosteel, I either prepared or am familiar 

with the information contained in the Confidential Information. Based 
upon my review of the Confidential Information, my knowledge of 

Electrosteel's business, and my familiarity with the confidential 

protection afforded to this type of information by Electrosteel, it is my 

belief that disclosure of the Confidential Information to the public and to 

Electrosteel's competitors would cause serious and irreparable 

competitive injury to Electrosteel. 

3. 	Electrosteel has taken substantial measures to guard the Confidential 

Information contained in Exhibits A through J by limiting its 

dissemination and taking every reasonable step to protect its 

confidentiality. Electrosteel produced the Confidential Information under 

compulsory subpoena processes and pursuant to the January 5, 2012 

Protective Order Governing Discovery Material ("Protective Order"), 

which is intended to protect the Confidential Information at issue here. 

Consistent with the Protective Order, Electrosteel's counsel affixed the 

following legend to the discs containing the documents produced to the 

Federal Trade Commission and McWane, Inc.: "Confidential- FTC 

Docket No. 9351." The Confidential Information is only disclosed to 

selected Electrosteel employees and upper management ofElectrosteel' s 

Indian parent company, Electrosteel Castings, Ltd.; the Confidential 

2 
Information is not known outside ofElectrosteel except to the extent 

necessary to facilitate customer transactions. The Confidential 

Information would be extremely difficult, time consuming, and expensive 

for Electrosteel' s competitors or other outside persons to access or 

duplicate. 

4. 	 EXHIBIT A: Electronic file name ESMCW0000002 McWane 

Response Ftgs Sold Request 3.xlsx; physical document designated by 

Respondent as Defendant's Exhibit Electrosteell. This document, 

which lists in detail Electrosteel' s ductile iron fittings sales by customer 

for the period of July 1,2009, through April 11, 2012, reveals recent 

highly confidential and commercially sensitive information regarding 

Electrosteel' s sales~ customers, and prices of ductile iron fittings. Public 

disclosure of this document would reveal to Electrosteel' s competitors 

valuable information about the identity ofElectrosteel' s customers and 

the extent to which they buy ductile iron fittings from Electrosteel. It is 

not unreasonable to assume that Electrosteel' s ductile iron pipe 

competitors, many ofwhom also offer ductile iron fittings, would target 

these customers and attempt to influence them into ceasing business 

relationships with Electrosteel. Public disclosure ofthis information 

3 
could result in irreparable harm to Electrosteel' s efforts to maintain and 

increase its competitiveness in the ductile iron fittings, ductile iron pipe, 

and flange pipe markets. 

5. 	 Exhibit B: Danny Swalley Deposition excerpt 252:13-252:22. This 

excerpt from Danny Swalley's deposition refers to Electrosteel's and its 

Indian parent company, Electrosteel Castings, Ltd. 's plans and 

discussions pertaining to the potential future hiring of salespeople to 

support Electrosteel' s efforts in the United States. This testimony reveals 

highly confidential and commercially sensitive information regarding 

Electrosteel's future business strategies. Public disclosure ofthis 

information could be used by Electrosteel' s competitors to analyze 

Electrosteel's confidential business strategies, giving those competitors 

an unfair competitive advantage over Electrosteel. Public disclosure of 

this information could result in irreparable harm to Electrosteel' s efforts 

to maintain and increase its competitiveness in the ductile iron fittings, 

ductile iron pipe, and flange pipe markets. 

6. 	 Exhibit C: Danny Swalley Deposition excerpt 74:24-78:19. This 

excerpt from Danny Swalley's deposition discusses in detail specific 

conversations between Electrosteel and individual representatives from 

4 

distributors with whom Electrosteel has sought to conduct business 

pertaining to efforts by Electrosteel to make sales to those distributors. 

This information reveals the identities of customers with whom 

Electrosteel has been unsuccessful in securing a business relationship. 

Public disclosure of this information could be used by Electrosteel' s 

competitors to conduct an analysis ofElectrosteel's sales strategy and 

make determinations regarding Electrosteel' s successes or failures in the 

market. Public disclosure ofthis information could result in irreparable 

harm to Electrosteel's efforts to maintain and increase its competitiveness 

in the ductile iron fittings, ductile iron pipe, and flange pipe markets. 

7. 	 Exhibit D: FTC Exhibit No. CX1546; (Bates range FTC-ESFTC000002-000017); 3/30/2010 email from Danny Swalley to Piush Lohia 

re: USA business, including the following attachments: Saluda 

Water Adden l.pdf; Sales Territory Anlz 3.29.10.xls; and Business 

plan 3.26.10.xls. This email and its attachments reveal Electrosteel's 

business plans for 2010 and 2011 and its sales analysis for the Southeast 

United States, including competitively sensitive hiring, sales, target, and 

cost information pertaining to ductile iron fittings and ductile iron pipe. 

Electrosteel's business plan is a core aspect of its business strategy and 

5 

provides a blueprint to the manner by which Electrosteel conducts its 

business. Public disclosure of this information would greatly jeopardize 

Electrosteel's ongoing interest and provide Electrosteel's competitors 

with the means to analyze Electrosteel' s business model, giving those 

competitors an unfair competitive advantage over Electrosteel. Public 

disclosure of this information could result in irreparable harm to 

Electrosteel's efforts to maintain and increase its competitiveness in the 

ductile iron fittings, ductile iron pipe, and flange pipe markets. 

8. 	 Exhibit E: FTC Exhibit No. CX1549; (Bates range FTC-ESFTC000250-000251); 217/2012 email from Danny Swalley to Vikash 

Agrawal re: Fittings, including the following attachment: Urgent 

Fittings 2.7.12.xlsx. This email and attachment, both generated in 

February 2012, reveal Electrosteel's entire inventory stocking profile. 

This information has taken years and a great deal of expense to develop. 

In Electrosteel' s marketplace, knowledge of what products to maintain in 

stock is considered proprietary and extremely valuable. Public disclosure 

ofthis information would allow Electrosteel' s competitors insight into 

Electrosteel's proprietary inventory procedures, giving those competitors 

an unfair competitive advantage over Electrosteel. Public disclosure of 

6 

this information could result in irreparable harm to Electrosteel' s efforts 

to maintain and increase its competitiveness in the ductile iron fittings, 

ductile iron pipe, and flange pipe markets. 

9. 	 Exhibit F: FTC Exhibit No. CX1553; electronic file name 

ESFTC000003 FTC Response Ftgs Response 3.xlsx. This spreadsheet 

shows Electrosteel's quarterly income statements from the third quarter 

of2009 through the first quarter of2012. This document contains 

confidential and proprietary information pertaining to every aspect of 

Electrosteel's recent financial status, including salaries, equity positions, 

marketing expenses, sales revenue, expenses, and profits. Public 

disclosure of this information would provide Electrosteel' s competitors 

with valuable insight into Electrosteel' s costs, expenses, profits, and 

revenues, giving those competitors an unfair competitive advantage over 

Electrosteel. Public disclosure of this information could result in 

irreparable harm to Electrosteel' s efforts to maintain and increase its 

competitiveness in the ductile iron fittings, ductile iron pipe, and flange 

pipe markets. 

1O.Exhibit G: Danny Swalley Deposition excerpt 185:19-23. This 

excerpt from Danny Swalley's deposition discusses Electrosteel' s current 

7 

and recent profitability. While the subject is discussed with some 

generality, the information in the excerpt reveals Electrosteel's unique 

business strategy in light ofthe difficulties it has encountered gaining 

market share in the United States market. Public disclosure ofthis 

information would give Electrosteel' s competitors insight into 

Electrosteel's health and viability, giving Electrosteel's competitors an 

unfair competitive advantage over Electrosteel. Public disclosure ofthis 

information could result in irreparable harm to Electrosteel's efforts to 

maintain and increase its competitiveness in the ductile iron fittings, 

ductile iron pipe, and flange pipe markets. 

l1.Exhibit H: Danny Swalley Deposition excerpt 221:25-232:15. This 

excerpt from Danny Swalley'S deposition discusses in detail, using 

specific figures, Electrosteel' s sales of ductile iron fittings in the context 

of a thorough review ofElectrosteel' s quarterly income statements from 

the third quarter of2009 through the first quarter of2012, a document for 

which in camera treatment is sought (see above and Exhibit F). The 

testimony not only reveals the information set forth in that confidential 

and proprietary document, but reveals trends in Electrostee1' s financial 

position in the market and confidential policies pertaining to 

8 
Electrosteel's relationship with its Indian parent, Electrosteel Castings, 

Ltd. Public disclosure ofthis information would provide Electrosteel's 

competitors with valuable insight into Electrosteel' s costs, expenses, 

profits, and revenues, giving those competitors an unfair competitive 

advantage over Electrosteel. Public disclosure of this information could 

result in irreparable harm to Electrosteel' s efforts to maintain and 

increase its competitiveness in the ductile iron fittings, ductile iron pipe, 

and flange pipe markets. 

12.Exhibit I: Danny Swalley Deposition excerpt 71:6-19. This excerpt 

from Danny Swalley'S deposition discusses details about Electrosteel' s 

recent and current sales volumes of ductile iron fittings. Public 

disclosure ofthis information would give Electrosteel' s competitors 

insight into Electrosteel's current sales activities and its current health 

and viability, giving Electrosteel's competitors an unfair competitive 

advantage over Electrosteel. Public disclosure ofthis information could 

result in irreparable harm to Electrosteel' s efforts to maintain and 

increase its competitiveness in the ductile iron fittings, ductile iron pipe, 

and flange pipe markets. 

9 
13.Exhibit J: Danny Swalley Deposition excerpt 183:19-185:19. This 

excerpt from Danny Swalley's deposition discusses details about 

Electrosteel's current market share, the effect of its current sales volumes 

on its future economic health, and its future business plans with regard to 

the United States market for ductile iron fittings. This testimony reveals 

highly confidential and commercially sensitive information regarding 

Electrosteel's future business strategies and reveals insight into 

Electrosteel's current sales activities and its current health and viability. 

Public disclosure of this information could be used by Electrosteel's 

competitors to analyze Electrosteel's place in the market and its 

confidential business strategies, giving those competitors an unfair 

competitive advantage over Electrosteel. Public disclosure ofthis 

information could result in irreparable harm to Electrosteel' s efforts to 

maintain and increase its competitiveness in the ductile iron fittings, 

ductile iron pipe, and flange pipe markets. 

10 

I deelareunqer penalty 0fperjury that the foregoingistrueand.correct. 

~9~~~ Electrosteel USA, LLC 

Signed this 25th day ofJuly 2012. 

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