UNITED STATES OF AMERICA 

BEFORE THE FEDERAL TRADE COMMISSI 

In the Matter of 

Ardagh Group S.A., 

a public limited liability company, and 

Saint-Gobain Containers, Inc., 

a cotporation, and 

Compagnie de Saint-Gobain 

a cotporation, 

Respondents 

) 

) 

) 

) 

) 

) 

) 

) 

) 

) 

) 

) 

PUBLIC 

DOCKET NO. 9356 

MOTION FOR IN CAMERA TREATMENT 

Pursuant to Rule 3.45 of the Federal Trade Commission's Rules of Practice, 16 C.F.R. § 

3.45(b), non-patiy Diageo N01th America, Inc. ("Diageo") respectfully submits this motion for in 

camera treatment of cettain competitively-sensitive, confidential business documents. These 

documents were produced in response to a third-patiy subpoena in this matter, and the Federal 

Trade Commission ("FTC") and Ardagh Group S.A. ("Ardagh") have now notified Diageo that 

they intend to introduce the documents that m·e the subject of this motion into evidence at the 

administrative trial in this matter. See Letter from FTC dated November 19, 2013 (attached as 

Exhibit A); Letter from Counsel for Ardagh dated November 19, 2013 (attached as Exhibit B); 

Email from Counsel for Ardagh dated November 26, 2013 (attached as Exhibit C). After 

meeting and confening with cmmsel for the FTC and Ardagh, neither objects to the relief 

requested for the documents that m·e subject to this motion. 

All of the materials for which Diageo is seeking in camera treatment m·e confidential 

business documents, such that if they were to become patt of the public record, Diageo would be 

1 
PUBLIC 

seriously hru.med in its ability to compete in the production and sales of alcoholic beverages. For 

the reasons discussed in this motion, Diageo requests that this Comi afford its confidential 

business documents in camera treatment for a period of five years, with the exception of Exhibits 

4413 and 4414 which include competitively sensitive inf01mation relating to a Diageo request 

for proposal for its glass supply and a detailed presentation on a near-fmalized long-tetm contract 

with Ardagh for the bulk of Diageo's North American glass material purchasing. Diageo 

requests that these documents be given in camera treatment indefinitely, or in the altemative, for 

twenty years, to accmmt for the length of the contract and the duration of its competitive 

sensitivity. In supp01i of this motion, Diageo relies on the Affidavit of Rick Thielen, attached as 

Exhibit D, which provides additional details on the documents for which Diageo is seeking in 

camera treatment. 

I. The Documents for which Protection is Sought 

Diageo seeks in camera treatment for the following documents, copies of which are 

attached as Exhibits E-K, respectively. 

Ex. PX Document Date Beginning Bates End Bates 

No. Exhibit Description 

No. 

E PX4404 Spreadsheet: NIA DNA FTC 000018 DNA FTC 000040 - - - - Financial Year 2011 

F PX4411 Presentation: FY12 8/16/2012 DNA FTC 000219 DNA FTC 000227 - - - - Year End Business 

Review - Anchor 

Glass 

G PX4412 Diageo Presentation: 2/19/2013 DNA FTC 000244 DNA FTC 000272 - - - -

Am cor F13 H1 

Business Review 

H PX4413 Diageo NA Glass- NIA DNA FTC 000273 DNA FTC 000283 - - - - Spirits & RTD 

I PX4414 Presentation: Diageo 2/5/2013 DNA FTC 000286 DNA FTC 000302 - - - - Project Bluebird 

2 
 PUBLIC 

3

J PX60621

 Deposition 

Transcript of Rick 

Thielen 

8/20/2013 N/A N/A 

K N/A2 Documents 

Responsive to FTC 

Request No. 4 

N/A DNA_FTC_000042 DNA_FTC_000174

II. Diageo’s Documents are Secret and Material Such That Disclosure Would Result in 

Serious Injury 

 Material may be given in camera treatment when its “public disclosure will likely result 

in a clearly defined, serious injury to the person, partnership, or corporation requesting” such 

treatment. 16 C.F.R. § 3.45(b). The proponent of in camera treatment demonstrates serious 

injury by showing that the documents are secret and that they are material to the business. In re 

General Foods Corp., 95 F.T.C. 352, Dkt. No. 9085, 1980 WL 338997, at *3 (Mar. 10, 1980); In 

re Bristol-Myers Co., 90 F.T.C. 455, Dkt. Nos. 8917, 8918, & 8919, 1977 WL 189054, at *2 

(Nov. 11, 1977).

 In considering both secrecy and materiality the following factors should be weighed: (1) 

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

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

guard the secrecy of the information; (4) the value of the information to the business and its 

competitors; (5) the amount of effort or money expended in developing the information; and (6) 

the ease or difficulty with which the information could be acquired or duplicated by others. In re

Bristol-Myers Co., 1977 WL 189054, at *2 (citing Restatement of Torts § 757, Comment b at 6 

1

 Exhibit J includes a list of excerpted pages identified by counsel for the FTC (Exhibit 

A) and counsel for Ardagh (Exhibits B and C) along with the excerpted pages themselves. It is 

Diageo’s position that the entirety of Mr. Thielen’s deposition should be treated in camera.

2

 This entry, Exhibit K, from Ardagh counsel subsumes exhibits PX4405, PX4409, and 

PX4828 listed in the Letter from FTC (Exhibit A), and the third through fifth bullet points of 

Letter from Ardagh Counsel (Exhibit B). 
 PUBLIC 

4

(1939)). Such a showing may be “inferred from the nature of the documents themselves.” H.P.

Hood & Sons, Inc., 58 F.T.C. 1184, Dkt. No. 7709, 1961 WL 65882, at *4 (Mar. 14, 1961). 

The documents at issue are both secret and material to Diageo’s business.3

 The materials 

at issue contain information of competitive significance to Diageo, such as detailed sales figures 

and reports on research and development projects, marketing strategies, negotiations with 

suppliers, and operations strategy. Such information is confidential, not generally available 

within Diageo and not shared with its competitors or vendors. Diageo’s competitors and vendors 

do not otherwise have the ability to obtain this information. Further, when these documents were 

produced, Diageo took steps to maintain confidentiality by designating the documents 

“Confidential.” Moreover, the information contained in the documents is material to Diageo’s 

business because it is directly related to Diageo’s production and sale of alcoholic beverages. 

Diageo leverages its relationships with its suppliers and its negotiations with them to remain 

competitive, and to disclose the nature and terms of those relationships to other vendors and 

competitors would result in a loss of business advantage to Diageo. Diageo similarly relies on 

the innovation of its research, procurement, and marketing teams. Because of the confidential 

nature of the information and its materiality to Diageo’s business, in camera treatment is 

appropriate.

 Further, disclosure of the materials will likely result in the loss of a business advantage. 

See In re Dura Lube Corp., Dkt. No. 9292, 1999 FTC LEXIS 255, at *7 (Dec. 23, 1999) (“The 

likely loss of business advantages is a good example of a ‘clearly defined, serious injury.’”) 

(citing In re General Foods Corp., 1980 WL 338997, at *3). The documents at issue are 

material to Diageo’s negotiations with its suppliers and positioning against competitors. Making 

3

 For a discussion of each document, see Affidavit of Rick Thielen, attached hereto as 

Exhibit D. 
 PUBLIC 

5

such documents public will likely result in a loss of any business advantage Diageo has with 

those suppliers and against those competitors. 

 Finally, Diageo’s status as a third-party is relevant to the treatment of its documents. The 

Commission has held that “[t]here can be no question that the confidential records of businesses 

involved in Commission proceedings should be protected insofar as possible.” H.P. Hood & 

Sons, 1961 WL 65882, at *2. This is especially so in the case of a third-party, which deserves 

“special solicitude” in its request for in camera treatment for its confidential business 

information. See In re Kaiser Aluminum & Chem. Corp., 103 F.T.C. 500, 500 (1984) (“As a 

policy matter, extensions of confidential or in camera treatment in appropriate cases involving 

third party bystanders encourages cooperation with future adjudicative discovery requests.”). 

Diageo’s third-party status therefore weighs in favor of granting in camera status to its 

documents. 

III. Diageo’s Documents Should be Granted In Camera Treatment for a Minimum of 

Five Years

 Where in camera treatment is granted for ordinary business records such as the Diageo 

exhibits, it is typically provided for two to five years. E.g., In re Union Oil Co. of Cal., 2004 

FTC LEXIS 223, at *2 (Nov. 22, 2004); In re Int’l Ass’n of Conference 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). Several of the Diageo documents involve ongoing 

research projects and negotiations with counterparties and competitively sensitive pricing and 

cost information that would be relevant for at least five years. For all but exhibits PX4413 and 

PX4414, Diageo respectfully requests in camera treatment for five years. 
 PUBLIC 

6

IV. Exhibits PX4413 and PX4414 Should be Granted In Camera Treatment Indefinitely, 

or, in the Alternative, for Twenty Years 

 Under Commission Rule 3.45(b)(3), indefinite in camera treatment is warranted only in 

“unusual circumstances,” including circumstances in which “the need for confidentiality of the 

material ... is not likely to decrease over time.” 16 C.F.R. § 3.45(b)(3). These are such unusual 

circumstances. Exhibits PX4413 and PX4414 are not “ordinary business records.” They 

concern a nearly-finalized contract between Diageo and Ardagh. Exhibit PX4413 is the request 

for proposal which led to Exhibit PX4414, a presentation that includes near-finalized terms of a 

 The information contained in these exhibits, 

particularly PX4414, includes critical and proprietary pricing, cost, and production data. The 

disclosure of such information would result in a competitor or vendor learning large amounts of 

vital, proprietary information critical to Diageo’s business. Diageo and Ardagh have spent 

considerable resources in negotiating the contract discussed in these exhibits, and disclosure to 

other vendors and competitors would result in a considerable loss of business advantage to 

Diageo. Indefinite in camera treatment may be granted where the competitive sensitivity or the 

proprietary value of the information will not diminish with the passage of time. In re Coca Cola 

Co., 1990 FTC LEXIS 364 (Oct. 17, 1990). Those documents can include “market research 

[and] strategy planning data” (Id. at *2) and “proprietary business practices” (In re R.R. 

Donnelly & Sons Co., 1993 FTC LEXIS 32 at *2 (Feb. 18, 1993). Because these documents 

provide a window to the entirety of Diageo’s North American glass production needs for the next 

 the information in Exhibits No. PX4413 and PX4414 is extremely sensitive and of 

such enduring and significant proprietary value to Diageo that its disclosure, even well into the 

future, would allow competitors of Diageo understanding of the entirety of Diageo’s glass 
 PUBLIC 

7

production, manufacturing, and pricing. Accordingly, Diageo respectfully requests that such 

information be granted in camera treatment indefinitely, or alternatively, at a minimum for 

twenty years, which would account for the length of the contract and the duration of its 

competitive sensitivity. 

V. Conclusion 

 For the reasons set forth above and in the Affidavit of Rick Thielen, Diageo respectfully 

requests that this Court grant in camera treatment for a period of five years for Exhibits 4404, 

4411, 4412, 6062, Mr. Thielen’s deposition, and the Documents Responsive to FTC Request No. 

4. For Exhibits 4413 and 4414, Diageo respectfully requests that this Court grant in camera 

treatment indefinitely, or in the alternative, for twenty years. 

Dated: December 9, 2013 Respectfully Submitted, 

/s/ Stephen Argeris

Stephen Argeris 

Hunton & Williams LLP 

2200 Pennsylvania Ave NW 

Washington, DC 20037 

Phone: (202) 955-1506 

sargeris@hunton.com

 Counsel for Non-Party Diageo North 

America, Inc. 
UNITED STATES OF AMERICA 

BEFORE THE FEDERAL TRADE COMMISSION 

In the Matter of 

Ardagh Group S.A., 

a public limited liability company, and 

Saint-Gobain Containers, Inc., 

a cotporation, and 

Compagnie de Saint-Gobain 

a cotporation, 

Respondents 

) 

) 

) 

) 

) 

) 

) 

) 

) 

) 

) 

) 

PUBLIC 

DOCKET NO. 9356 

[PROPOSED] ORDER 

PUBLIC 

Upon consideration of non-party Diageo N01ih America, Inc.'s Motion for In Camera 

Treatment, it is HEREBY ORDERED that the following documents are to be provided in 

camera treatment for a period of five years from the date of this Order: 

Exhibit Document Description Date Beginning Bates End Bates 

No. 

PX4404 Spreadsheet: Financial Year NIA DNA FTC 000018 DNA FTC 000040 - - - -

2011 

PX4411 Presentation: FY12 Year 8/16/2012 DNA FTC 000219 DNA FTC 000227 - - - -

End Business Review -

Anchor Glass 

PX4412 Diageo Presentation: 2/19/2013 DNA FTC 000244 DNA FTC 000272 - - - -

Amcor F13 HI Business 

Review 

PX6062 Deposition Transcript of 8/20/2013 NIA NIA 

Rick Thielen 

NIA Documents Responsive to NIA DNA FTC 000042 DNA FTC 000174 - - - - FTC Request No. 4 

1 
 PUBLIC 

2

 It is FURTHER ORDERED that the following documents are to be provided in camera 

treatment indefinitely: 

Exhibit

No.

Document Description Date Beginning Bates End Bates 

PX4413 Diageo NA Glass-Spirits & 

RTD

N/A DNA_FTC_000273 DNA_FTC_000283

PX4414 Presentation: Diageo 

Project Bluebird 

2/5/2013 DNA_FTC_000286 DNA_FTC_000302

 It is FURTHER ORDERED that only authorized Federal Trade Commission ("FTC") 

personnel, and court personnel concerned with judicial review may have access to the documents 

identified in Diageo North America Inc.'s Motion for In Camera Treatment, provided that I, the 

FTC, and reviewing courts may disclose such in camera information to the extent necessary for 

proper disposition of the proceeding. 

 ORDERED: _____________________ 

 D. Michael Chappell 

 Chief Administrative Law Judge 

 ___________, 2013
 PUBLIC 

3

UNITED STATES OF AMERICA 

BEFORE THE FEDERAL TRADE COMMISSION 

____________________________________

 ) 

In the Matter of ) 

 ) PUBLIC 

Ardagh Group S.A., ) 

 a public limited liability company, and ) 

 ) DOCKET NO. 9356 

Saint-Gobain Containers, Inc., ) 

 a corporation, and ) 

 ) 

Compagnie de Saint-Gobain ) 

 a corporation, ) 

 Respondents ) 

____________________________________)

CERTIFICATE OF VERIFICATION OF WORD COUNT 

I hereby certify that Non-Party Diageo North America, Inc.’s Motion for In Camera

Treatment does not exceed the 2,500 word count per 16 C.F.R. § 3.22(c). 

 /s/ Stephen Argeris 

 Stephen Argeris 
 PUBLIC 

4

UNITED STATES OF AMERICA 

BEFORE THE FEDERAL TRADE COMMISSION 

____________________________________

 ) 

In the Matter of ) 

 ) PUBLIC 

Ardagh Group S.A., ) 

 a public limited liability company, and ) 

 ) DOCKET NO. 9356 

Saint-Gobain Containers, Inc., ) 

 a corporation, and ) 

 ) 

Compagnie de Saint-Gobain ) 

 a corporation, ) 

 Respondents ) 

____________________________________)

CERTIFICATE FOR ELECTRONIC FILING 

I certify that the electronic copy sent to the Secretary of the Commission is a true and 

correct copy of the paper original and that I possess a paper original of the signed document that 

is available for review by the parties or the adjudicator. 

 /s/ Stephen Argeris______ 

 Stephen Argeris 
 PUBLIC 

5

CERTIFICATE OF SERVICE 

 I hereby certify that on December 9, 2013, I caused the foregoing PUBLIC MOTION 

FOR IN CAMERA TREATMENT and [PROPOSED] ORDER to be electronically using the 

FTC’s E-Filing System, which will send notification of such filing to: 

Office of the Secretary 

Federal Trade Commission 

600 Pennsylvania Ave., N.W. 

Room H-113 

Washington, D.C. 20580 

 I also certify that I delivered via electronic mail and overnight delivery a copy of the 

foregoing document to: 

 The Honorable D. Michael Chappell 

 Administrative Law Judge 

 Federal Trade Commission 

 600 Pennsylvania Ave. N.W. 

 Room H-106 

 Washington, D.C. 20580 

 oalj@ftc.gov 

 Mark Lanpher, Esq. 

 Shearman & Sterling LLP 

 801 Pennsylvania Ave, N.W. 

 Washington, D.C. 20004 

 mark.lanpher@shearman.com 

 Wayne Dale Collins, Esq. 

 Shearman & Sterling LLP 

 599 Lexington Avenue 

 New York, NY 10022 

 Phone: 212-848-4127 

 wcollins@shearman.com 

 Michael Franchak, Esq. 

 Bureau of Competition 

 U.S. Federal Trade Commission 

 601 New Jersey Ave, N.W. 

 Washington, DC 20001 

 mfranchak@ftc.gov 
 PUBLIC 

6

 Catharine M. Moscatelli, Esq. 

 U.S. Federal Trade Commission 

 600 Pennsylvania Avenue, NW 

 Washington, DC 20580 

 Phone: 202-326-2749 

 cmoscatelli@ftc.gov 

 By: /s/ Stephen Argeris 

 Stephen Argeris 

 Counsel for Non-Party 

 Diageo North America, Inc. 
PUBLIC VERSION 

Exhibit A 
38%/,&

BUREAU OF COMPETITION 

MERGERS II DIVISION 

Michael Franchak 

Bureau of Competition 

Federal Trade Commission 

601 New Jersey Ave, N.W. 

Washington, DC 20001 

(202) 326-3406 

mfranchak@FTC.gov 

Via Federal Express 

Stephen Argeris, Esq. 

Hunton & Williams 

UNITED ST/\. TES OF AMERICA 

FEDERAL TRADE COMMISSION 

WASHINGTON, D.C. 20580 

November 19,2013 

2200 Pennsylvania Avenue, NW 

Washington, DC 20037 

RE: In the Matter of Ardagh Group S.A., and SaintGobain Containers, Inc., and Compagnie de Saint 

Gohain, Docket No. 9356 

Dear Mr. A.rgeris: 

By this letter we are providing formal notice, pursuant to Rule 3.45(b) of the 

Commission's Rules of Practice, 16 C.P.R. § 3.45(b), that Complaint Counsel intends to offer the 

documents and testimony referenced in the enclosed Attachments A and B into evidence in the 

administrative trjaJ in the above-captioned matter. Please note that the list of deposition 

designations in Attachment B does not include any of Complaint Counsel's counter-designations, 

if any, which are not due until November 25, 2013. 

The administrative trial is scheduled to begin on December 19, 2013 . All exhibits 

admitted into evidence become part of the public record unless Administrative Law Judge D. 

Michael Chappell grants in camera status. 

For documents or testimony that include sensitive or confidential information that you do 

not want on the pubJic record, you must file a motion seeking in camera status or other 

confidentiality protections pursuant to 16 C.F.R §§ 3.45 and 4.1 O(g). Because counter-
38%/,&

designations are not yet due, this includes all passages of deposition testimony that warrant in 

camera treatment, whether or not Complaint Counsel has designated those passages. Judge 

Chappell may order that materials, whether admitted or rejected as evidence, be plated in 

camera only after finding that their public disclosure will likely result in a clearly-defined, 

serious injury to the person, partnership, or corporation requesting in camera treatment. 

Motions for in camera treatment for evidence to be introduced at trial must meet the strict 

standards set forth in 16 C.F.R. § 3.45 and explained in In re Dura Lube Corp., 1999 FTC 

LEXIS 255 (Dec. 23, 1999); In re Hoechst Marion Roussel, Inc., 2000 FTC LEXIS 157 (Nov. 

22, 2000); and In re Basic Research, Inc., 2006 FTC LEXIS 14 (Jan. 25, 2006). Motions also 

must be supported by a declaration or affidavit by a person qualified to explain the confidential 

nature ofthe material. In re North Texas Specialty Physicians, 2004 FTC LEXIS 66 (April23, 

2004). 

Please be aware that under the current scheduling order, the deadline for filing motions 

seeking in camera status is November 26, 2013. 

Additionally, in lieu of a deposition on the admissibility of the documents listed in 

Attachment A, we ask that you sign and return the attached declaration regarding the 

admissibility of these documents. Please return the signed declaration to my attention by 

December 3, 2013, if possible, as a scanned .pdf attached to an e-mail. 

lfyou have any questions, please feel free to contact me at (202) 326-3406. 

Sincerely, 

Michael Franchak 

Counsel Supporting the Complaint 

Attachments 
38%/,&

ATTACHMENT A 

Exhibit Number Date Beg Bates EndBates Document Descriptlon 

PX4404 N/A DNA FTC 000018 DNA FTC 000040 Spreadsheet: Financial Year 2011 

PX4405 NIA DNA FTC 000044 DNA FTC 000044 Presentation: Projec1 Unbreakable 

Captain Morgan Presentation: To Life, Love, and 

PX4409 NIA DNA FTC 000163 DNA FTC 000173 Lwl 

Presentation: FY12 Year End Business ReviewPX4411 8/16/2012 DNA FTC 000219 DNA FTC 000227 Anchor Glass 

Dia,geo Presentation: Amcor F13 H1 Business 

PX441 2 2;19/2013 DNA FTC 000244 DNA FTC 000272 Review 

PX441 3 NIA DNA FTC 000273 DNA FTC 000263 Diageo NA Glass- Spirits & RTO 

PX4414 215/2013 DNA FTC 000286 DNA FTC 000302 Presentati011 : D~ageo Projec1 Bluebird 

PX4828 NIA DNA FTC 0000~3 DNA FTC 000043 Presentation: P;oject Nitro 

RESERVED for Designated Deposition Transcript 

PX6062 8/20/2013 N/A NIA of Richard Thielen (Diageo) 

CONFIDENTIAL FTC Docket No. 9356 
38%/,&

ATTACHMENT B 

Name: Thielen, Rich 

Company: Diageo North America 

Date & Type: 8/20/2013 Deposition (PX6062) 

5:2-5 

13:21 - 14:6 

14:18- 16:9 

21:15- 20 

22:8 -12 

27:15- 28:1 

30:9-22 

31:5- 32:23 

39:6-25 

44:11- 45:1 

46:17- 47:15 

50:24- 52:19 

60:2-23 

68:10 -14 

68:23- 69:4 

69:15- 70:5 

70:8 - 71:3 

72:10- 73:10 

73:16-23 

74:1 - 4 

77:11 - 79:24 

80:3 - 12 

80:23- 81:7 

81:9-17 

82:17- 83:15 

83:19- 84:1 

86:14- 88:9 

89:17- 90:11 

91:2- 4 

91:6- 7 

91:10- 21 

92:4- 21 

94:2- 8 

94:15- 95:11 

95:21- 96:7 

96:15- 18 

97:6- 98:2 

98:15- 20 

99:13- 100:18 

101:19- 102:1 

102:4- 103:3 

104:16- 105:24 

CONFIDENTIAL 1 FTC Docket No. 9356 
38%/,&

106:2-22 

108:11- 109:14 

110:2- 112:2 

116:13- 117:1 

CONFIDENTIAL 

ATTACHMENT B 

2 FTC Docket No. 9356 
38%/,&

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 

I, , pursuant to 28 U.S.C. § 1746, make the following 

statement: 

1. I am an employee of Diageo. I have personal knowledge of the facts set forth in this 

declaration, and if called as a witness I could and would testify competently under oath to 

such facts. 

2. I have reviewed the documents referenced in Attachment A to this Declaration, which have 

been identified by Complaint Counsel with PX numbers for use as exhibits in the abovecaptioned matter. 

3. I hereby certify that each document referenced in Attachment A herein: (a) was made at or 

near the time ofthe occurrence of the matters set forth by, or from information transmitted 

by, a person with knowledge of those matters; (b) was kept in the course of regularly 
38%/,&

conducted activity; and (c) was made by the regularly conducted activity as a regular 

practice. 

Pursuant to 28 U.S. C. § 1746, I declare, under the penalty of perjury, that the foregoing is 

true and correct to the best of my knowledge, information, and belief. 

Executed on: 

Name: 

Title: 

2 
PUBLIC VERSION 

Exhibit B 
801 PENNSYLVANIA AVENUE, NW | WASHINGTON, DC | 20004-2634 

WWW.SHEARMAN.COM | T +1.202.508.8000 | F +1.202.508.8100 

ABU DHABI | BEIJING | BRUSSELS | FRANKFURT | HONG KONG | LONDON | MILAN | NEW YORK | PALO ALTO

PARIS | ROME | SAN FRANCISCO | SÃO PAULO | SHANGHAI | SINGAPORE | TOKYO | TORONTO | WASHINGTON, DC

SHEARMAN & STERLING LLP IS A LIMITED LIABILITY PARTNERSHIP ORGANIZED IN THE UNITED STATES UNDER THE LAWS OF THE STATE OF DELAWARE, WHICH LAWS LIMIT THE PERSONAL LIABILITY OF PARTNERS. 

NYDOCS04/563347.2

mark.lanpher@shearman.com 

202.508.8120

November 19, 2013

CONFIDENTIAL

Via Email and U.S. Mail 

Stephen Argeris 

Hunton & Williams LLP 

2200 Pennsylvania Avenue, N.W. 

Washington, D.C. 20037 

Re: In the Matter of Ardagh Group S.A. et al., Docket No. 9356 (F.T.C.) 

Dear Mr. Argeris,

Pursuant to Paragraph 10 of the Protective Order in the above-referenced matter (enclosed), the 

Scheduling Order in the above-referenced matter, and 16 C.F.R. § 3.45 (enclosed), this letter is 

providing notice to Diageo North America that Respondents Ardagh Group S.A., Compagnie de 

Saint-Gobain, and Saint-Gobain Containers plan to introduce confidential material produced by 

Diageo North America into evidence at the Commission’s hearing in the above-referenced 

matter, scheduled to commence on December 19, 2013. 

Respondents intend to introduce into evidence the following confidential material produced by 

Diageo North America in the above-referenced matter or FTC v. Ardagh Group S.A., et al., No. 

13-cv-1021 (BJR) (D.D.C.): 

x Transcript excerpts of the oral deposition of Rick Thielen, taken on August 20, 2013 

x Document with bates range DNA_FTC_000042 – DNA_FTC_000174 

x Document with bates range DNA_FTC_000043 – DNA_FTC_000043 

x Document with bates range DNA_FTC_000045 – DNA_FTC_000063 

x Document with bates range DNA_FTC_000105 – DNA_FTC_000135 

Pursuant to the Scheduling Order, a party may file a motion for in camera treatment of its 

confidential material with the Administrative Law Judge by November 26, 2013. The strict 

standard for motions for in camera treatment of confidential material is set forth in 16 C.F.R. § 

3.45, and is explained in In re Dura Lube Corp., 1999 FTC LEXIS 255 (Dec. 23, 1999); In re 

Hoechst Marion Roussel, Inc., 2000 FTC LEXIS 157 (Nov. 22, 2000) and 2000 FTC LEXIS 138 

38%/,&
Stephen Argeris November 19, 2013

Page 2 

(Sept. 19, 2000); In re Basic Research, Inc., 2006 FTC LEXIS 14 (Jan 25. 2006). Motions must 

be supported by a declaration or affidavit by a person qualified to explain the confidential nature 

of the documents. In re North Texas Specialty Physicians, 2004 FTC LEXIS 66 (April 23, 

2004). Each party or non-party that files a motion for in camera treatment shall provide one 

copy of the documents for which in camera treatment is sought to the Administrative Law 

Judge.

If you have any questions, please feel free to contact me at 202.508.8120. 

Best regards, 

/s/ Mark Lanpher 

Mark Lanpher 

Enclosures: Protective Order for Docket No. 9356 (entered July 1, 2013); 16 C.F.R. § 3.45 

38%/,&
PUBLIC VERSION 

Exhibit C 
From: 

Sent: 

To: 

Cc: 

Subject: 

Steve, 

Jason Swergold <Jason.Swergold@Shearman.com> 

Tuesday, November 26, 2013 2:52PM 

Argeris, Stephen; Tindle, Angela S. 

Mark Lanpher 

RE: In the Matter of Ardagh Group - Letter to S. Argeris 

PUBUC 

Pursuant to the scheduling order in this case, yesterday the parties were required to identify any counterdesignations of deposition testimony that they may seek to introduce during the hearing. I write to advise 

you that Respondents have identified the following addit ional testimony: 

98:3-5, 98:7-14,98:21-99:12, 103:4-15 

Best, 

Jason 

Jason M. Swergold 

Shearman & Sterling LLP 

599 Lexington Avenue 

New York, NY 10022 

D +1.212.848.5414 I M +1.516.343.5487 

jason.swergold@shearman.com I www.shearman.com 

From: Argeris, Stephen [mailto:sargeris@hunton.com] 

Sent: Thursday, November 21, 2013 2:56 PM 

To: Jason Swergold; Tindle, Angela S. 

Cc: Mark Lanpher 

Subject: RE: In the Matter of Ardagh Group- Letter to S. Argeris 

JasonThanks for the update. We appreciate it. Hope you and Mark both have a great Thanksgiving. 

Best, 

Steve 

From: Jason Swergold [mailto:Jason.Swergold@Shearman.com] 

Sent: Thursday, November 21, 2013 2:53 PM 

To: Tindle, Angela S.; Argeris, Stephen 

Cc: Mark Lanpher 

Subject: RE: In the Matter of Ardagh Group- Letter to S. Argeris 

Stephen, 

This is to advise you that the Administrative Law Judge has granted a motion filed by Ardagh to extend 

the deadline for motions for in camera treatment of confidential materials. Accordingly, any motion that 

you may seek to file for in camera treatment is now due on December 9. A copy of the j udge's order is 

attached. 

1 
2

Best,

Jason

Jason M. Swergold 

_______________________________________

Shearman & Sterling LLP 

599 Lexington Avenue 

New York, NY 10022 

D +1.212.848.5414 | M +1.516.343.5487 

jason.swergold@shearman.com | www.shearman.com

From: Tindle, Angela S. [mailto:atindle@hunton.com]

Sent: Wednesday, November 20, 2013 9:09 AM 

To: Jason Swergold; Argeris, Stephen 

Cc: Mark Lanpher 

Subject: RE: In the Matter of Ardagh Group - Letter to S. Argeris 

Received, thank you.

From: Jason Swergold [mailto:Jason.Swergold@Shearman.com]

Sent: Wednesday, November 20, 2013 9:08 AM 

To: Argeris, Stephen; Tindle, Angela S. 

Cc: Mark Lanpher 

Subject: RE: In the Matter of Ardagh Group - Letter to S. Argeris 

As a follow up to my email last night, these are the excerpts of the deposition that we plan to introduce at 

the hearing. A copy of the transcript is attached for reference.

5:17-19, 11:8-17:9, 17:12-19:9, 19:13-21:10, 22:8-25:14,

25:24-28:8, 28:12-29:13, 31:5-37:10, 37:15-43:2, 43:7-45:1,

45:11-47:15, 49:8-53:25, 54:3-55:11, 55:19-58:18, 58:25-

61:25, 63:23-65:17, 65:21-66:10

Jason M. Swergold

_______________________________________

Shearman & Sterling LLP

599 Lexington Avenue

New York, NY 10022

D +1.212.848.5414 | M +1.516.343.5487

jason.swergold@shearman.com | www.shearman.com

From: Jason Swergold 

Sent: Tuesday, November 19, 2013 7:36 PM 

To: 'SArgeris@hunton.com' 

Cc: Mark Lanpher 

Subject: In the Matter of Ardagh Group - Letter to S. Argeris

Dear Mr. Argeris,

Please see the attached letter. A hard copy of the letter and enclosures will arrive via US mail.

Regards,

Jason M. Swergold

_______________________________________

Shearman & Sterling LLP

599 Lexington Avenue

New York, NY 10022

38%/,&
3

D +1.212.848.5414 | M +1.516.343.5487

jason.swergold@shearman.com | www.shearman.com

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Any tax advice contained in this communication is not intended or written to be used, and cannot be used, for 

the purpose of avoiding tax penalties and is not intended to be used or referred to in promoting, marketing or 

recommending a partnership or other entity, investment plan or arrangement. 

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38%/,&
PUBLIC VERSION 

Exhibit D 
38%/,&

UNITED STATES OF AMERICA 

BEFORE THE FEDERAL TRADE COMMISSION 

In the Matter of 

Ardagh Group S.A., 

a public limited liability company, and 

Saint-Gobain Containers, Inc., 

a corporation, and 

Compagnie de Saint-Gobain 

a corporation, 

Respondents 

) 

) 

) 

) 

) 

) 

) 

) 

) 

) 

) 

) 

DOCKET NO. 9356 

AFFIDAVIT OF Rick Thielen 

BEFORE ME, the undersigned authority, on this day personally appeared Rick 

Thielen, known to me to be the person whose name is subscribed to the following 

instrument and, having been by me duly sworn, upon his oath, deposed and states as 

follows: 

1. My name is Rick Thielen. I am over the age of eighteen (18) years, and am 

otherwise duly competent to make this affidavit. 1 have personal knowledge of the facts 

stated in this affidavit, and they are true and correct. 

2. I am the Acting Senior Vice President of Procurement for Diageo North America, 

Inc. ("Diageo"). I am and have been employed by Diageo for 13 years. During my 

employment at Diageo, 1 have observed and. been involved with Diageo's production and 

sales of alcoholic beverages operations. I am familiar with the documents that arc the 

subject of this motion and are discussed below. Based on my review of these documents, 

my knowledge of Diageo's business, and my familiarity with the confidentiality 
38%/,&

protection afforded this type of information by Diageo, it is my belief that broad 

disclosure of these documents would cause serious competitive injury to Diageo. 

3. Diageo has spent a significant amount of money and resources in preparing the 

documents for which it now seeks in camera treatment. 

4. Diageo has taken considerable measures to protect the secrecy of the information 

contained in the documents for which it now seeks in camera treatment. 

5. Each document identified below was labeled "Confidential" pursuant to the 

ProtectiYe Order Governing Discovery Material entered on July 1, 2013. 

PX4404 (DNA FTC 000018- DNA FTC 000040) 

6. This spreadsheet provides detailed sales data for Diageo brands for the past three 

years. In particular, the report is broken down by pricing, brand, size, and container type. 

The spreadsheet includes the standard cost per container, and the actual production and 

actual demand. This information is confidential, is not shared with Diageo's vendors or 

competitors, and they do not otherwise have the ability to obtain this information. The 

information is not generally available within Diageo, and the reports were generated 

using Diageo's internal SAP system specifically to answer subpoenas from the Federal 

Trade Commission ("FTC") and Ardagh Group S.A. ("Ardagh"). The information 

remains current and would only be available for specific business purposes in certain 

units within Diageo. This information is material to Diageo's business because it allows 

employees to track costs, demand and volume at a line-item level, all of which is highly 

confidential information. 

7. Disclosure of this document would result in senous lDJury to Diageo. The 

information, particularly regarding cost and pricing, is central to Diageo's business. Its 
38%/,&

disclosure would result in Diageo losing a business advantage with both materials and 

packaging vendors and competitors. If the information contained in this document were 

revealed to Diageo's vendors, Diageo would lose a business advantage in its negotiations 

with those vendors, by virtue of the disclosure of the sales figures for Diageo products in 

various container sizes and materials, relative to each other and in total. Disclosure of 

such detailed knowledge of Diageo's sales data and cost structure to its competitors 

would put Diageo at a decided competitive disadvantage in the marketplace, as Diageo's 

competitors would learn proprietary information regarding Diageo's pricing and cost 

structure. Competitors could use this data when competing for sales opportunities with 

Diageo. Competitors and vendors could use the data to negotiate terms more favorable to 

them than would have been possible without access to this information, eliminating any 

competitive advantage Diageo enjoyed in the marketplace as a result of its ability to 

negotiate more favorable terms with vendors than its competitors .. 

PX4411 (DNA FTC 000219- DNA FTC 000227) 

8. This exhibit is a 2012 Diageo review of its relationship with Anchor Glass, since 

purchased by Ardagh, one of the Respondents in this matter. It contains detailed 

information regarding Diageo' s production and supply of packaging materials by Ardagh, 

including analyses of production capacity, equipment lifespan and maintenance, and plant 

efficiency. It offers detailed analysis of Ardagh's performance as a supplier of Diageo, 

including its performance on metrics Diageo uses to evaluate each of its suppliers. The 

information is confidential, the analysis is not shared with Diageo's other vendors or its 

competitors, and they do not otherwise have the ability to obtain this information. The 
38%/,&

information is not generally available within Diageo. Information within the document 

remains current and informs an ongoing vendor relationship. 

9. Disclosure of this document would result in serious injury to Diageo. If the 

information contained in this document were disclosed to Diageo's vendors, Diageo 

would lose a business advantage in its negotiations with those vendors because those 

vendors would be aware of information critical to Diageo' s assessment of its purchasing 

needs and negotiating strategy with Ardagh and, by extension, other vendors. Similarly, 

disclosure of this document containing such important proprietary information to 

Diageo's competitors would give these competitors knowledge of proprietary aspects of 

Diageo's cost structure and supply chain. Competitors and vendors could use the data to 

negotiate terms more favorable to them than would have been possible without access to 

this information, eliminating any competitive advantage Diageo enjoyed in the 

marketplace as a result of its ability to negotiate more favorable terms with vendors than 

its competitors .. 

PX4412 (DNA FTC 000244- DNA FTC 000272) 

10. This exhibit is a 2013 review of Diageo's relationship with Amcor, a materials 

supplier. The presentation contains detailed information regarding Diageo's production 

and supply of packaging materials, including analyses of production capacity, equipment 

lifespan, and information about Diageo's evaluation of Amcor, its proposed new 

production initiatives, and demand forecasts for 2014. The information is confidential, 

the analysis is not shared with Diageo's other vendors or competitors, and they do not 

otherwise have the ability to obtain this information. The information is not generally 
38%/,&

available within Diageo. Information within the document remains current and informs 

an ongoing vendor relationship. 

11. Disclosure of this document would result in serious injury to Diageo. If the 

information contained in this document were disclosed to Diageo's vendors, Diageo 

would lose a business advantage in its negotiations with those vendors by disclosing 

confidential information critical to its assessment of its purchasing needs and negotiating 

strategy. Similarly, disclosure of this document containing such important proprietary 

information to Diageo's competitors would give those competitors knowledge of 

proprietary aspects of Diageo's supply chain. Competitors and vendors could use the 

data to negotiate terms more favorable to them than would have been possible without 

access to this information, eliminating any competitive advantage Diageo enjoyed in the 

marketplace as a result of its ability to negotiate more favorable terms with vendors than 

its competitors. 

PX4413 (DNA FTC 000273- DNA FTC 000283) 

12. This exhibit is a Diageo request for proposal for sourcing glass materials for its 

products. It includes detailed information regarding Diageo's costs, pricing, supply needs 

and current manufacturing locations and volumes, including such granular information as 

to the type of finish on bottles on a line-item basis. The information is confidential, was 

shared with a limited number of suppliers, and the analysis was not shared with Diageo 's 

competitors. Competitors and vendors do not otherwise have the ability to obtain this 

information. The information is current and is not generally available within Diageo, and 

the document was shared with only select Diageo personnel involved in preparing the 

proposal. 
38%/,&

13. Disclosure of this document would result in senous InJurY to Diageo. The 

document offers a window to the entirety of Diageo's North American glass production 

needs. The data contained in this exhibit led to the long-term contract negotiated 

between Diageo and Ardagh referenced by Exhibit PX4414; and disclosure of data of the 

level and breadth of detail in the exhibit to Diageo's competitors would put Diageo at a 

competitive disadvantage with both its competitors and ultimately its vendors. 

Competitors would have the ability to adjust their own proposal and negotiation strategy 

based on proprietary Diageo information. This could enable them to negotiate terms 

more favorable to them than would have been possible without access to this information, 

eliminating any competitive advantage Diageo enjoyed in the marketplace as a result of 

its superior negotiating ability. Moreover, disclosure ofthis information to glass vendors 

not bidding on this late round of the request for proposal could put Diageo at a 

competitive disadvantage in ongoing negotiations. This is because detailed information 

about Diageo's glass production needs would be available to glass vendors Diageo 

explicitly chose to exclude from receiving this information, as well as to glass vendors 

that did not attempt to enter a bid for the request for proposal. Release of this document 

would provide critical proprietary information to non-glass suppliers that would erode a 

business advantage for Diageo in those negotiations. The information contained in this 

document is of such detail, scope, and relevance that its disclosure would erode a 

business advantage for Diageo until, at a minimum, its next glass bidding cycle, which is 

more than a decade in the future. 

PX4414 (DNA FTC 000286 -DNA FTC 000302) 
38%/,&

14. This exhibit is a 2013 presentation by Ardagh to Diageo regarding a long-term 

glass supply contract which is anticipated to go into effect in- It includes detailed 

information related to Diageo's expected materials needs and cost structure, as 'vell as 

Diageo's competitive strategy. The information is confidential, the analysis is not shared 

v..~th Diageo's \'endors or competitors, and they do not otherwise have the ability to 

obtain this information. The information is availab]c to a very limited number of 

personnel within Diageo, and the document itself was shared within Diageo only with 

personnel preparing the presentation or in attendance at the meeting. 

15. Disclosure of this document would result in serious injury to Diageo. The 

contract negotiation discussion in the document covers the bulk of Diageo's glass 

materials supply needs until- Access to this document would grant competitors a 

comprehensive understanding of Diageo's operations that would put Diageo at a dr;:cidcd 

disadvantage in the marketplace. If the information contained in this document were 

disclosed to Diageo's vendors, Diageo would lose a business advantage in its 

negotiations with those vendors by disclosing information critical to its assessment of its 

purchasing needs and revealing its negotiating strategy. Similarly, disclosure of this 

document containing such important proprietary information to Diageo's competitors 

could lead to information being shared with vendors and competitors gaining knowledge 

of proprietary aspects ofDiageo's supply chain and cost structure. 

Deposition Transcript of Rick Thielen 

16. My deposition was given on August 201

h, 2013, in Chicago. I proYided testimony 

on behalf of Diageo as its designated Rule 30(b)(6) deponent. My testimony included 

detailed information regarding Diageo' s supply chain, glass and plastic materials 
38%/,&

production and purchasing, descriptions of its relationships and negotiation strategy with 

various suppliers, its evaluation of various materials, research and development projects, 

packaging options for its brands, and manufacturing plants' capacity, among other topics. 

That information was confidential, current, competitively sensitive, and known only to 

certain personnel within Diageo. It is not shared with Diageo's competitors or vendors. 

They do not otherwise have the ability to obtain this information. 

17. Disclosure of this transcript would result in serious injury to Diageo. If the 

infonnation contained in this testimony were disclosed to Diageo's vendors, Diageo 

would lose a business advantage in its negotiations with those vendors by disclosing 

information critical to its assessment of its purchasing needs and reveal its negotiating 

strategy. Similarly, disclosure of this testimony containing such important proprietary 

information to Diageo's competitors could lead to information being shared with vendors 

and competitors gaining knowledge of proprietary aspects ofDiageo' s supply chain. 

Documents Responsive to FTC Request No.4 

18. The documents in this exhibit contain the following: internal Diageo research and 

development project updates; an internal Diageo strategic assessment of its plastic 

materials needs from 2014 forward containing detailed sales, price, and cost informa6on; 

internal procurement strategy planning presentations; internal production needs 

assessments; and internal brand strategy documents. All of these documents are 

confidential, current, and not shared with Diageo's vendors or competitors. They are 

available within Diageo to a limited number of personnel. 

19. Disclosure of these documents would result in serious injury to Diageo. If the 

information contained in these documents were disclosed to Diageo's vendors, Diageo 
38%/,&

would lose a business advantage in its negotiations with those vendors by disclosing 

information critical to its assessment of its purchasing needs and reveal its negotiating 

strategy. Similarly, disclosure of this document containing such important proprietary 

information to Diageo's competitors could lead to information being shared with vendors 

and competitors gaining knowledge of proprietary aspects of Diageo 's supply chain. 

Disclosure of the information within the document would allow competitors and vendors 

to understand and undermine business advantages gained through proprietary Diageo 

research and marketing initiatives. 

Ri6k Thielen 

Sworn to and subscribed before me, the undersigned Notary Public on this b-f. 

day of December, 2013. 
[Redacted for Public Version] 

Exhibit E 

PX4404
[Redacted for Public Version] 

Exhibit F 

PX4411
[Redacted for Public Version] 

Exhibit G 

PX4412
[Redacted for Public Version] 

Exhibit H 

PX4413
[Redacted for Public Version] 

Exhibit I 

PX4414
[Redacted for Public Version] 

Exhibit J 

PX6062
[Redacted for Public Version] 

Exhibit K 

PX4405, PX4409, PX4828