ORIGINAL 

UNITED STATES OF AMERICA 


FEDERAL TRADE COMMISSION 


OFFICE OF ADMINISTRATIVE LAW JUDGES 


) 

In the Matter of ) 

) 

Polypore International, Inc., ) Docket No. 9327 

a corporation, ) Public Document 

) 

Respondent. ) 

) 

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

NON-PARTY HOLLINGSWORTH & VOSE COMPANY'S 

SUPPLEMENTAL MOTION FOR IN CAMERA TREATMENT 

Pursuant to 16 C.P.R. § 3.45(b) and (g), non-party Hollingsworth & Vose Company 

("H&V") moves for an order providing five-year in camera treatment for deposition 

testimony, identified in Appendix A, that was introduced into evidence by Complaint Counsel 

on a provisionally in camera basis at the hearing on May 27, 2009. H& V was not given 

sufficient notice in advance of the introduction of this highly confidential testimony to request 

in camera treatment. In support of this Motion, H& V respectfully refers to the accompanying 

affidavit of Thomas A. White, and further states: 

1. H&V is a privately-held, family-owned company founded in 1843. It is a 

leading manufacturer of specialty papers and nonwoven fabrics for various commercial and 

industrial applications. H&V's Battery Products Business Unit manufactures battery 

separators, including absorptive glass mat ("AGM") separators for use in valve-regulated lead 

acid ("VRLA") batteries. H&V's AGM separators are sold to battery manufacturers for use in 

automotive, telecommunications, and uninterruptible power supply applications. 

2. During the pre-complaint and discovery stages in this matter, H&V produced 

thousands of pages of documents and made four witnesses available to testify. 

3. Prior to the hearing, Complaint Counsel and counsel for Respondent Polypore 

International, Inc. ("Polypore") identified H&V documents for the hearing. Polypore also 
designated H& V deposition testimony, but Complaint Counsel did not. 

4. On April 9, 2009, H& V timely moved for in camera treatment of certain 

portions of documents and testimony that it considered to be especially commercially sensitive. 

In support of the motion, H&V submitted an affidavit of Thomas A. White, Vice President and 

General Manager of H&V's Battery Products Business Unit ("April 7 White Aff. "). On May 

6, 2009, the ALJ granted H&V's motion in part, requiring in camera treatment for all portions 

of documents and testimony identified in H&V's motion, for a period of five years (to expire 

June 1, 2014). 

5. After the commencement of the hearing, on May 26, 2009, Complaint Counsel 

informed H&V that excerpts from a deposition of Robert Cullen on February 5 and 6, 2009 

(collectively designated PX917), and excerpts from a deposition of Kevin Porter on February 

4, 2009 (collectively designated PX925) were to be offered into evidence the following day, 

May 27. This was the first notice to H& V that Complaint Counsel had designated H& V 

testimony. 

6. Because of the late notice afforded to H&V by Complaint Counsel, H&V did 

not have sufficient time to file a motion for in camera treatment with respect to this testimony 

prior to May 27, 2009. Complaint Counsel informed H& V that provisional in camera 

treatment would be requested for the designated testimony and subsequently represented that 

the ALJ issued a bench order granting provisional in camera treatment on May 27. 

Accordingly, H&V has timely filed the instant motion pursuant to 16 C.F.R. § 3.45(g) and the 

Modification of Order Granting Joint Motion to Revise the Scheduling Order (April 14, 2009). 

7. Under Commission rules, deposition testimony may be granted in camera 

treatment where its disclosure will "likely result in a clearly defined, serious injury" which can 

be demonstrated by establishing that the evidence is "'sufficiently secret and sufficiently 

material to the applicant's business that disclosure would result in serious competitive injury,' 

and then balancing that factor against the importance of the information in explaining the 

rationale of Commission decisions." 16 C.F.R. § 3.45(b); In the Matter of Union Oil Co. of 

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Cal., Dkt. No. 9305,2004 FTC LEXIS 197, at *1- *2 (Oct. 7, 2004) (Chappell, J.) (internal 

citations omitted). 

8. H& V has reviewed the testimony designated by Complaint Counsel and 

selectively identified those portions - not already covered by the May 6, 2009 order granting 

five-year in camera treatment - that contain highly proprietary, commercially-sensitive 

information maintained in strict confidence by H&V. 

9. As discussed in greater depth in the Affidavit of Thomas A. White submitted in 

support of this Motion ("White Aff."), as well as Mr. White's April 7, 2009 Affidavit, H&V 

seeks five-year in camera treatment for the following types of information: 

a. Market Strategy and Product Development: Included in this category is 

testimony concerning high-level strategic planning and product development. This 

information constitutes the company's core secrets. Even the internal distribution of 

this information is limited, often only to senior management. (White Aff. ~~ 56; April 

7 White Aff. 5(a». Chief among this material is H&V's primary strategic and 

product development initiative, the existence of which has been maintained 

confidentially with the exception of those customers who are testing a prototype 

pursuant to confidentiality agreements. (White Aff. ~ 5; April 7 White Aff. ~ 5(a». 

The disclosure to H&V's competitors of the nature of its product development efforts, 

the specific strategies being pursued, the analysis underlying H&V's strategy, or even 

the mere existence of this project would harm H&V by allowing competitors to prepare 

to counteract H&V's strategies. (ld.) H&V seeks five-year in camera treatment for 

this testimony, consistent with the ALl's May 6 Order. See, e.g., In the Matter of 

Evanston Northwestern Healthcare Corp., Dkt. No. 9315,2005 FTC LEXIS 38, at 

*19- *21 (Jan. 26, 2005) (granting ten-year in camera treatment to non-party's recent 

business plans, strategic analyses, marketing recommendations, and capital budget 

projections). 

b. Sales Volume and Revenue: As a privately-held company, H&Venjoys 

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the advantage of maintaining the confidentiality of its financial information. (White 

Aff. ~ 7; Arril 7 White Aff. ~ 5(c». H&V roes not publicly disclose general sales and 

revenue information, or sales and revenue figures at the business unit, market segment, 

product or regional level. (Id.) H&V's competitors do not have ready access to this 

information or even to reliable estimates ofH&V's U.S. sales or revenues. (Id.) Other 

companies selling AGM battery separators in the United States are located overseas and 

do not have sufficiently broad exposure to the marketplace to make reliable estimates of 

H&V's sales or revenue, particularly in the absence of any publicly available source for 

this information. (Id.) Disclosure ofthis information to H&V's competitors would 

allow them to identify and target the largest and most profitable segments of H&V's 

AGM battery separator business. (April 7 White Aff. ~ 5(c». H&V seeks in camera 

treatment, for a period of five years, of testimony discussing current volume or revenue 

information and testimony containing such information for prior years where the 

information has remained relatively unchanged to the present. See In the Matter of 

Champion Spark Plug Co., Dkt. No. 9141, 1982 FTC LEXIS 94, at *4- *7 (Mar. 24, 

1982) (granting in camera treatment, for between 5 and 10 years, to documents 

revealing non-party's volume of sales to specific customers and annual sales volume, 

profits, and costs). 

c. Market Share: H&V analyzes its share of the battery separator business 

by various product lines, market segments and geographic territories. (April 7 White 

Aff. ~ 5(d». The company's market share analyses are based upon and arise from 

H&V's actual sales volume and revenue in the particular business line, segment or 

geographic area. (Id.; White Aff. ~ 8). H&V seeks the protection of market share 

information which reflects H&V's actual volume or revenue. H&V has selected for in 

camera protection only those market share calculations that are current or that have not 

appreciably changed over time. (April 7 White Aff. ~ 5(d». H&Vrequests that this 

testimony be subject to in camera treatment for a period of five years, consistent with 

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treatment of its sales and revenue information. See, e.g., In the Matter of Champion 

Spark Plug Co., Dkt. No. 9141, 1982 FTC LEXIS 85, at *3 (Apr. 5, 1982) (granting 

five-year in camera treatment to documents that "will give competitors a definite 

picture of [movant's] relative size in a particular product line market which competitors 

could employ to their advantage"). 

d. Customer Information: H&V enters confidentiality agreements with 

customers and otherwise maintains a policy of preserving the confidentiality of sales 

and contractual terms, sales volumes and purchasing history of its customers. (White 

Aff. ,9; Arril 7 White Aff. , 5(e)). Disclosure of this information will harm H&V by 

revealing the nature and scope of its customer relationships, allowing competitors to 

compete more effectively with respect to these customers. (Id.) H&V seeks in camera 

treatment for a period of five years for testimony identifying a particular customer's 

sales volume, purchasing history, or sales or contractual terms. See Champion Spark 

Plug Co., Dkt. No. 9141, 1982 FTC LEXIS 94, at *4- *5 (granting 5-year in camera 

treatment to document showing sales to specific customers). 

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WHEREFORE , non-party Hollingsworth & Vose Company respectfully requests that 

in camera status, to expire no earlier than June 1, 2014, be granted for the testimony identified 

in the attached Appendix A. 

Dated: June 15, 2009 Respectfully submitted, 

HOLLINGSWORTH & VOSE COMPANY 

By its attorneys, 

~hryn ~vf~ K. Conde 

Jonathan D. Persky 

Nutter McClennen & Fish LLP 

155 Seaport Boulevard 

World Trade Center West 

Boston, MA 02210 

Tel: (617) 439-2420 

Fax: (617) 310-9420 

E-mail: kconde@nutter.com 

jpersky@nutter. com 

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CERTIFICATE OF SERVICE 


I hereby certify that on June 15, 2009, I filed via overnight delivery and electronic mail 

delivery an original and two copies of the foregoing Non-Party Hollingsworth & Vose 

Company's Supplemental Motion for In Camera Treatment and that the electronic copy is a 

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

being filed with: 

Donald S. Clark, Secretary 

Office of the Secretary 

Federal Trade Commission 

600 Pennsylvania Avenue, NW, Rm. H-135 

Washington, DC 20580 

secretary@ftc.gov 

I hereby certify that on June 15, 2009, I caused to be served one copy via electronic 

delivery and two copies via overnight mail delivery a copy of the foregoing Non-Party 

Hollingsworth & Vose Company's Supplemental Motion for In Camera Treatment upon: 

The Honorable D. Michael Chappell 

Administrative Law Judge 

Federal Trade Commission 

600 Pennsylvania Avenue, NW 

Washington, DC 20580 

oalj@ftc.gov 

I hereby certify that on June 15, 2009, I caused to be served via electronic delivery and 

first-class mail delivery a copy of the foregoing Non-Party Hollingsworth & Vose Company's 

Supplemental Motion for In Camera Treatment on: 

William L. Rikard, Jr., Esq. J. Robert Robertson, Esq. 

Eric D. Welsh, Esq. Steven Dahm, Esq. 

Parker, Poe, Adams & Bernstein, LLP Bureau of Competition 

401 South Tryon Street, Suite 3000 Federal Trade Commission 

Charlotte, North Carolina 28202 600 Pennsylvania Avenue, NW 

willamrikard@parkerpoe. com Washington, DC 20580 

ericwelsh@parkerpoe. com rrobertson@ftc.gov 

sdahm@ftc.gov 

D I 


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APPENDIX A 


Documents and Testimony for Which Supplemental In Camera Treatment is Soughtl 


Exhibit I 

Deposition 

Pages I Line Numbers Exhibit Reference 

Robert Cullen p. 152, lines 5-18 PX0917-036 to -037 

Feb. 5, 2009 p. 152, line 23 ­ p. 153, line 10 PX0917-037 

(Vol. I) p. 155, line 25 - p. 156, line 5 PX0917-037 

p. 156, lines 12-19 PX0917-037 

p. 156, line 24 ­ p. 157, line 1 PX0917-037 

p. 157, lines 11-14 PX0917-038 

p. 157, lines 22-25 PX0917-038 

p. 158, lines 23-24 PX0917-038 

Robert Cullen p. 197, lines 12-18 PX0917-045 

Feb. 6,2009 p. 197, line 24 ­ p. 198, line 23 PX0917-045 to -046 

(Vol. II) p. 226, line 25 ­ p. 227, line 21 PX0917-053 to -054 

p. 231, line 7 ­ p. 232, line 24 PX0917-055 

p. 233, line 14 ­ p. 234, line 6 PX0917-055 

p. 236, lines 7-11 PX0917-056 

p. 237, lines 6-13 PX0917-056 

p. 238, lines 3-6 PX0917-056 

p. 238, lines 18-20 PX0917-057 

p. 239, lines 5-7 PX0917-057 

p. 239, lines 11-13 PX0917-057 

p. 239, lines 17-19 PX0917-057 

p. 257, lines 22-25 PX0917-062 

p. 259, lines 2-15 PX0917-063 

p. 280, line 19 ­ p. 281, line 7 PX0917-068 

p. 287, lines 13-18 PX0917-070 

p. 294, lines 13-20 PX0917-0n 

p. 299, line 16 ­ p. 301, line 4 PX0917-073 

p. 302, lines 15-24 PX0917-073 

p. 303, line 22 ­ p. 304, line 10 PX0917-073 to -074 

p. 305, lines 1-6 PX0917-074 

p. 307, line 11 ­ p. 308, line 2 PX0917-074 

Kevin Porter p. 134, line 12 ­ p. 135, line 2 PX0925-033 

Feb. 4, 2009 p. 136, lines 8-24 PX0925-033 to -034 

p. 145, line 24 ­ p. 146, line 20 PX0925-035 

p. 159, lines 8-10 PX0925-037 

1835737.3 

1 This list does not include portions of Messrs. Cullen's and Porter's testimony that were granted in 

camera treatment as a result of the Order on Non-Parties' Motions for In Camera Treatment, May 6, 2009. 

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