PUBLIC 

UNITED STATES OF AMERICA 

BEFORE THE FEDERAL TRADE COMMISSIO 

OFFICE OF ADMINISTRATIVE LAW JUDGES . 

fu the Matter of 

Ardagh Group S.A., 

a public limited liability company, and 

Compagnie de Saint-Gobain, 

a corporation, and 

Saint-Gobain Containers, fuc., 

a corporation. 

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PUBLIC 

Docket No. 9356 

TIDRD PARTY AM COR RIGID PLASTICS, INC.'S MOTION FOR IN CAMERA 

TREATMENT OF INFORMATION PREVIOUSLY DESIGNATED AS 

CONFIDENTIAL 

Third Patty Amcor Rigid Plastics USA, fuc. ("ARP"), by and through its 

undersigned counsel and pmsuant to FTC Rule 3.45, hereby moves for in camera treatment of 

p01iions the documents produced by ARP in this matter that have been designated by 

Respondents Ardagh Group S.A., Compagnie de Saint-Gobain, and Saint-Gobain Containers 

(collectively, "Respondents"), as exhibits to be introduced in the administrative trial in this 

matter, specifically those labeled as Respondents' Exhibits DX172 (ARPFTC0003257-95); 

DX349 (ARPFTC0003358-93); DX173 (ARPFTC0003679-721); DX702 (ARPFTC0003738); 

DX320 (ARPFTC0007381-89); DX338 (ARPFTC0007551); DX174 (ARPFTC0005728); 

DX223 (ARPFTC0005813); DX368 (ARPFTC0006480); DX387 (ARPFTC0006525), as 

indicated on Exhibit A to this motion, as well as excerpts of the deposition ofFrederick Piercy 

designated by Respondents and/or Complaint Cmmsel, as indicated on Exhibit B to this motion. 

Confidential copies of the docmnents and deposition excetpts for which ARP requests in camera 

treatment are attached hereto as Exhibits C-1 to C-11. As explained more fully below, this 

4838-4666-9591.2 
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material is entitled to in camera treatment pursuant to FTC Rule 3.45 because it contains ARP’s

closely guarded, confidential business strategy information, confidential and proprietary research

and development and trade secret information, as well as other confidential and competitively

sensitive business and customer information. Public disclosure of this information prior to the

timeframe requested for in camera treatment would result in serious competitive injury to ARP.

BACKGROUND

On or about March 11, 2013, ARP received a subpoena duces tecum from the

Federal Trade Commission (“FTC”) in the investigatory phase of this matter, in response to

which ARP produced information designated as confidential. On July 11, 2013, ARP received a

copy of the July 1, 2013, Protective Order in place in this matter and the Protective Order in

place in the parallel federal proceeding, FTC v. Ardagh Group S.A. et al., Civ. No. 13-1021

(D.D.C.), both of which provide for protection of confidential material produced by third parties.

On July 17, 2013, counsel for ARP sent a letter to Complaint Counsel and counsel for

Respondents emphasizing the confidential and sensitive nature of the information produced by

ARP and underscoring ARP’s insistence on parties’ careful compliance with the Protective

Orders in place in this matter and the parallel federal proceeding.

On or about July 23, 3013, under the caption of the parallel federal proceeding,

ARP received a subpoena duces tecum from Respondents, and on or about July 25, 2013, a

substantially similar subpoena duces tecum from the FTC, to which ARP also responded with an

additional production of information. On or about August 1, 2013, ARP received a subpoena ad

testificandum from Respondent, and on August 16, 2013, produced Frederick Piercy, Business

Director of ARP’s Diversified Products Division, for deposition. In the course of the next

several weeks, ARP devoted significant time and resources to communicating with counsel for

the FTC and Respondents to ensure that ARP’s confidentiality designations, as originally applied
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and produced by ARP, at all times appeared on ARP documents used by parties in this matter

and the parallel federal proceeding.

On November 19, 2013, ARP received notice from Complaint Counsel that it had

designated portions of Mr. Piercy’s confidential deposition for introduction in the administrative

trial in this matter. On November 19 and 20, ARP received notice from counsel for Respondents

that it had designated portions of Mr. Piercy’s confidential deposition as well as eleven

confidential documents for introduction at trial; on November 26, 2013, counsel for Respondents

sent notice of the designation of additional excerpts of Mr. Piercy’s deposition.

Consistent with its previous efforts to prevent public disclosure of ARP

confidential, competitively sensitive, and proprietary information produced in this matter, ARP

now requests at least partial in camera treatment for ten of the eleven documents designated by

Respondents and for some of the deposition excerpts designated by Respondents and Complaint

Counsel.

LEGAL STANDARD

FTC Rule 3.45 provides that material shall be “placed in camera only after

finding that its public disclosure would likely result in a clearly defined, serious injury to the

person, partnership, or corporation requesting in camera treatment.” 16 C.F.R. § 3.45(b). A

serious injury can be established by showing that the information at issue is “sufficiently secret

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

competitive injury.” In re General Foods Corp., 95 F.T.C. 352, 355 (1980); H.P. Hood & Sons,

Inc., 58 F.T.C. 1184, 1188 (1961). The Commission has held that “[t]he loss of business

advantage is a good example of a ‘clearly defined, serious injury.’” Hoechst Marion Roussel,

Inc., 2000 F.T.C. LEXIS at *6 (quoting General Foods, 95 F.T.C. at 355). In addition, the

Commission has recognized that with respect to some information, “the competitive sensitivity
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or the proprietary value of the information for which in camera treatment is requested will not

necessarily diminish, and may actually increase, with the passage of time,” In re Coca-Cola Co.,

1990 FTC LEXIS 364, at *7 (Oct. 17, 1990), and that in some instances, indefinite in camera

treatment is appropriate, particularly where it pertains to proprietary technical material or trade

secrets. 16 C.F.R. § 3.45(b)(3); In re Chicago Bridge & Iron Co. N.V., 2002 F.T.C. LEXIS 113,

*2 (“Examples of documents meriting indefinite in camera treatment are trade secrets, such as

secret formulas, processes, and other secret technical information, and information that is

privileged.”).

The factors to be considered when determining whether a sufficient showing has

been made in order to merit in camera treatment include the following: (1) The extent to which

the information is now outside of the applicant’s business. (2) The extent to which the

information is known by employees and others involved in the applicant’s business. (3) The

extent of measures taken by the applicant to guard the secrecy of the information. (4) The value

of the information to the applicant and its competitors. (5) The amount of effort or money

expended by the applicant in developing the information. (6) The ease or difficulty with which

the information could be properly acquired or duplicated by others. In re Bristol-Myers Co., 90

F.T.C. 455, 458 (1977).

Where, as here, the request for in camera treatment is made by a nonparty that has

cooperated with Respondents’ and the FTC’s discovery requests, such request for in camera

treatment should be given “special solicitude.” See In re Crown Cork & Seal Co., 71 F.T.C.

1714 (1967) (“[P]etitioner’s plea warrants special solicitude coming as it does from a third-party

bystander in no way involved in the proceedings whose records, if in camera treatment is denied,

will be open to the scrutiny of its competitors.”); In re Kaiser Aluminum & Chem. Corp., 103
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F.T.C. 500 (1984) (requests for in camera treatment by third parties should be given special

solicitude because, as a matter of policy, such treatment encourages the third party to cooperate

with future adjudicative discovery requests).

ARGUMENT

I. ARP ACTIVELY PROTECTS ITS INVESTMENT IN THE CONFIDENTIAL

INFORMATION FOR WHICH IT SEEKS IN CAMERA TREATMENT.

As set forth in the accompanying Declaration of Michael Curia, Vice President

and General Manager of the Diversified Products Division (“Curia Decl.”), ARP actively

protects the confidentiality of the information for which it seeks in camera treatment in this

matter. Examples of those measures include limiting internal distribution of documents

containing high-level confidential information to a select group of executives, who receive it on

a need-to-know basis and maintaining sensitive documents on a restricted network drive

accessible to a limited group of executives and the legal department. With respect to confidential

information distributed to ARP customers and commercial partners, ARP protects the

confidentiality of such information by putting in place non-disclosure agreements or provisions

in other agreements. In light of these measures, it would be nearly impossible for ARP’s

competitors or other outside parties to gain access to any of the documents for which ARP seeks

in camera treatment.

ARP undertakes these measures because its position in the highly competitive

area in which it operates would be severely compromised if its competitors had access to

information revealing how ARP differentiates itself to customers; that reflects ARP’s current and

long-term business strategies and the competitively sensitive terms on which it does business

with customers; operations and financial projections that would enable competitors to anticipate

ARP’s future conduct; and that contains proprietary trade secrets and valuable research and
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development information. Because ARP has invested significant resources in generating the

content of all the strategic documents for which it seeks in camera treatment (in addition to

developing the methods of business analysis disclosed therein and the specific customer

relationships described), as well as in the development of the design and technology innovations

disclosed in the documents it seeks to protect, untimely public disclosure of this information

would represent a serious, concrete, and irreparable injury to ARP of the kind that Rule 3.45 was

designed to prevent.

II. DOCUMENTS CONTAINING ARP’S CONFIDENTIAL INFORMATION OF

ONGOING COMPETITIVE VALUE MERIT IN CAMERA TREATMENT.

Documents labeled ARPFTC0003257-95, ARPFTC0003679-721 and

ARPFTC0006480 are Diversified Products Division quarterly business review presentations

compiled for consideration by ARP executives in the 2010-11 timeframe. (Exs. C-1, C-2, C-3,

respectively.) As set forth in the accompanying Declaration of Mr. Curia, these documents

reflect information that is extremely competitively sensitive to the entire Diversified Products

Division of ARP and concern aspects of ARP’s business beyond the spirits, wine, and beer

business area. These documents include pricing and other terms of specific long-term customer

contracts that are in place through as late as 2017, along with ARP marketing and sales plans and

projections, production forecasts, and other information that will remain relevant to ARP’s

ongoing business strategies and current customer relationships for some time. The competitive

value of this information to ARP’s competitors is extremely high in that it could be used to

undermine ARP’s position in renegotiating contracts coming off of expiration and in negotiating

for new business, as well as generally giving competitors insight into how ARP operates or will

operate in the future, whether through disclosure of the information itself or use of that

information in conjunction with other intelligence that ARP’s competitors are likely to have.
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4838-4666-9591.2

The Diversified Products Division strategic plan from November 2011, DX174

(Ex. C-4), merits in camera treatment because it contains detailed profit margin information by

product and customer; identifies acquisition targets; forecasts ARP’s performance through 2016;

and details about customer contracts that are in place through 2016. Because disclosure of

information concerning ARP’s present and future customers and business would enable ARP’s

competitors to interfere with key relationships and otherwise diminish ARP’s competitive

position, in camera treatment is appropriate.

Based on the timeframe within which the information in the document will remain

competitively sensitive, and as supported by Mr. Curia’s Declaration, ARP requests that

Respondents’ Exhibits DX172 and DX173 (Exs. C-1, C-2) receive in camera treatment for seven

years, except that the single page marked as ARPFTC0003697 receive indefinite in camera

treatment given the continued competitive relevance and sensitivity of the information contained

therein (relating to current rates of depreciation, sales margins, variable costs, and other

competitively sensitive aspects of ARP’s business) and the fact that it is of no discernible value

to the public in understanding this matter due to the fact that it incorporates information about

business areas beyond spirits, wine, and beer. ARP requests that DX368 (Ex. C-3) and DX174

(Ex. C-4) receive in camera treatment for eight years.

III. ARP’S PROPRIETARY DESIGN, RESEARCH, AND DEVELOPMENT

INFORMATION MERITS IN CAMERA TREATMENT.

Respondents have designated a document, DX387 (Ex. C-5), that describes an

extremely confidential and competitively sensitive trade secrets relating to a technical research

and development initiative involving Amcor business units and affiliates beyond ARP and the

Diversified Products Division. The document includes confidential product drawings, as well as

technical specifications and diagrams that are in some cases specific to products manufactured
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4838-4666-9591.2

for current Amcor customers. None of the technical information is helpful to the public in

forming an understanding of the issues at play in this matter. Because Amcor competes through

innovation and product differentiation, disclosure of this confidential and proprietary information

to Amcor’s competitors would cause severe harm to Amcor and ARP, which have made

significant investments in the development of the technology described in the document. Due to

the highly confidential nature of this document and the presence of proprietary information

relating to parties beyond ARP that Amcor is obligated to protect, and the manner in which

Amcor and ARP’s future research and development initiatives may relate to the information

therein, in camera treatment on an indefinite basis will protect ARP’s business interests as

contemplated by FTC Rule 3.45 and the prior decisions of this Court.

Respondents have designated two 2010 market analysis reports, DX338 and

DX223 (Exs. C-6 and C-7, respectively), that reflect ARP’s assessment of its competitors and

competitive environment that remains relevant to ARP’s current and future business. The

documents also contain ARP’s sales volumes and revenues, strategies for growing specific

existing customer business, and confidential information about current or recently expired

contracts with specific customers. In particular, Slide 6 of DX338 contains information that

reflects ARP’s high-level investment strategy, and Slides 10 and 111 contain information about

specific current customers and contracts that remain in force. Disclosure of these documents to

ARP’s competitors would result in significant competitive injury, and therefore ARP requests in

camera treatment of two years, with the exception of Slides 6, 10, and 11 of DX338, for which

ARP requests in camera treatment of ten years.

1 Although these slides are not numbered, they are sequential to the slide numbered 9.
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4838-4666-9591.2

IV. ARP’S COMPETITIVELY SENSITIVE INFORMATION REGARDING

SPECIFIC CUSTOMERS MERITS IN CAMERA TREATMENT.

ARP would suffer competitive injury through disclosure of confidential customer

information, both in the form of documents that depict ARP’s contracting and negotiating

strategies and documents that reveal its sales and marketing strategies. DX320 (Ex. C-8) is a

2009 set of proposals to a current customer of ARP including several pricing models and

revealing how ARP composes its responses to requests for quotes. This document also includes

pricing and other terms for contracts proposed to through as late as 2020. Disclosure of this

document to ARP’s competitors would harm ARP’s competitive position by revealing its pricing

and sales strategies, pricing formulas, and specific pricing information. For these reasons, ARP

requests in camera treatment for three years as applied to DX320.

Respondents have also designated a spreadsheet of specific customer account

information from 2010 for the spirits, wine, and beer business but also including information

relating to several ARP business units beyond spirits, wine and beer. The spreadsheet reflects

very detailed information by customer location, down to individual bottle types produced, sales

volume, and other information. Disclosure of this information could be used by ARP’s

competitors to target ARP’s current customers in which ARP has made significant investments

of time and resources or unfairly manipulate negotiations with ARP’s potential customers. ARP

therefore requests that DX702 (Ex. C-9) receive in camera treatment for three years.

Respondents have designated a 2010 slide deck, DX349 (Ex. C-10) that ARP

presented to customers in order to differentiate ARP containers and manufacturing processes

from ARPs’ competitors. ARP requests in camera treatment for only a portion of the

presentation, which would reveal to ARPs’ competitors some of ARP’s key competitive

messages that continue to guide ARP’s sales and marketing strategies. Because ARP would be
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4838-4666-9591.2

harmed by disclosure of strategic information in which it made significant investment and that

remains pertinent to its sales and marketing strategy, in camera treatment of two years is

appropriate.

V. SELECT DESIGNATED EXCERPTS OF THE DEPOSITION OF FREDERICK

PIERCY DISCUSSING COMPETITIVELY SENSITIVE AND CONFIDENTIAL

INFORMATION MERIT IN CAMERA TREATMENT.

ARP requests in camera treatment for some of the designated passages of the

confidential transcript of the August 16, 2013, deposition of Fred Piercy (Ex. C-11), as indicated

on Exhibit B to this motion. Where an excerpt contains discussion of one of the abovementioned documents, for the sake of consistency, ARP has requested in camera treatment that

corresponds to the treatment requested for the document itself. In all other instances, ARP has

requested in camera treatment that is appropriate to protect Mr. Piercy’s testimony relating to

highly confidential information concerning ARP’s business strategy and operations, specific

customer information relevant to ARP’s current and future business, as well as ARP’s trade

secrets, research and development initiatives, and other proprietary initiatives. Exhibit B sets

forth those time periods of in camera treatment requested by ARP as they pertain to individual

deposition excerpts.

CONCLUSION

For the foregoing reasons and for the reasons set forth in the declaration of Mr.

Michael Curia filed concurrently with this Motion, Amcor Rigid Plastics USA, Inc. respectfully

requests that the documents and deposition excerpts listed in Exhibits A and B and attached as

Exhibits C-1 through C-11 receive in camera treatment for the periods listed therein.
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4838-4666-9591.2

Dated: December 9, 2013. Respectfully submitted,

/s/ H. Holden Brooks

H. Holden Brooks

Foley & Lardner LLP

777 East Wisconsin Avenue

Milwaukee, WI 53202-5306

414.271.2400

414.297.4900

Attorneys for Amcor Rigid Plastics USA, Inc.
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4838-4666-9591.2

CERTIFICATE OF SERVICE

I hereby certify that on December 9, 2013, I caused the foregoing Third Party

Amcor Rigid Plastics USA, Inc.’s Motion for In Camera Treatment of Information Previously

Designated Confidential, Declaration of Michael Curia in support of said motion, and a

[Proposed] Order Granting Third-Party Amcor Rigid Plastics USA, Inc.’s Motion for In Camera

Treatment of Information Previously Designated Confidential to be filed electronically using the

Federal Trade Commission’s E-Filing System and hand delivery with the following:

Donald S. Clark

Secretary

Federal Trade Commission

600 Pennsylvania Ave., NW, Rm. H-113

Washington, DC 20580

I also certify that on December 9, 2013, I caused the foregoing Third Party Amcor

Rigid Plastics USA, Inc.’s Motion for In Camera Treatment of Information Previously

Designated Confidential, Declaration of Michael Curia in support of said motion, and a

[Proposed] Order Granting Third-Party Amcor Rigid Plastics USA, Inc.’s Motion for In Camera

Treatment of Information Previously Designated Confidential to delivered by hand the

following:

The Honorable D. Michael Chappell

Administrative Law Judge

Federal Trade Commission

600 Pennsylvania Ave., NW, Rm. H-110

Washington, DC 20580

I also certify that I served via email the foregoing Third Party Amcor Rigid

Plastics USA, Inc.’s Motion for In Camera Treatment of Information Previously Designated

Confidential, Declaration of Michael Curia in support of said motion, and a [Proposed] Order

Granting Third-Party Amcor Rigid Plastics USA, Inc.’s Motion for In Camera Treatment of

Information Previously Designated Confidential to the following:

Edward D. Hassi

Catharine M. Moscatelli

Brendan J. McNamara

Sebastian Lorigo

Victoria Lippincott

Meredith Robinson

Devon Kelly

James Abell

Teresa Martin

Amanda Hamilton

U.S. Federal Trade Commission

600 Pennsylvania Avenue, NW
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4838-4666-9591.2

Washington, DC 20580

ehassi@ftc.gov

cmoscatelli@ftc.gov

bmcnamara@ftc.gov

slorgio@ftc.gov

vlippincott@ftc.gov

mrobinson@ftc.gov

dkelly2@ftc.gov

jabell@ftc.gov

tmartin@ftc.gov

ahamilton1@ftc.gov

Complaint Counsel

Richard F. Schwed

Alan S. Goudiss

Wayne Dale Collins

Lisl Joanne Dunlop

Jason M. Swergold

SHEARMAN & STERLING LLP

599 Lexington Avenue

New York, NY 10022

Telephone: (212) 848 4000

Facsimile: (212) 848 4173

rschwed@shearman.com

agoudiss@shearman.com

wcollins@shearman.com

ldunlop@shearman.com

jason.swergold@shearman.com

Heather L. Kafele

Mark D. Lanpher

SHEARMAN & STERLING LLP

801 Pennsylvania Avenue N.W.

Washington, DC 20004

Telephone: (202) 508 8000

Facsimile: (202) 508 8100

hkafele@shearman.com

mark.lanpher@shearman.com

Counsel for Respondent Ardagh Group S.A.

Christine A. Varney

Sandra C. Goldstein (pro hac vice)

Yonatan Even (pro hac vice)

CRAVATH, SWAINE & MOORE, LLP

Worldwide Plaza
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4838-4666-9591.2

825 Eighth Avenue

New York, NY 10019

(212) 474-1000

cvarney@cravath.com

sgoldstein@cravath.com

yeven@cravath.com

Counsel for Respondent Compagnie

de Saint-Gobain and Saint-Gobain

Containers, Inc.

December 9, 2013

/s/ H. Holden Brooks

H. Holden Brooks

Foley & Lardner LLP

777 East Wisconsin Avenue

Milwaukee, WI 53202-5306

414.271.2400

414.297.4900

Attorneys for Amcor Rigid Plastics USA, Inc.

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 have filed under separate cover a paper original

of the signed document.

December 9, 2013 /s/ H. Holden Brooks

H. Holden Brooks

Foley & Lardner LLP

777 East Wisconsin Avenue

Milwaukee, WI 53202-5306

414.271.2400

414.297.4900

Attorneys for Amcor Rigid Plastics USA, Inc.
PUBLIC 

Exhibit A: 

Documents for which Amcor Rigid Plastic USA, Inc. Requests In Camera Treatment 

Docket No. 9356 

Respondents Exhibit to Date Start Bates End Bates In Camera Treatment 

Exhibit Motion for In Requested 

No./FTC File Camera 

No. Tt·eatment 

No. 

DX172 C-1 September ARPFTC0003257 ARPFTC0003295 7 years 

9- 10, 2010 

DX173 C-2 September ARPFTC0003679 ARPFTC0003721 Page identified as 

6-7, 2011 ARPFTC0003697: 

Indefinite 

Remainder of 

document: 7 years 

DX368 C-3 March2, ARPFTC0006480 8 years 

FTCFILE0001 2011 

7479-

00017494 

DX174-001- C-4 November ARPFTC0005728 8 years 

057/ 2011 

FTCFILE0001 

6013-

00016069 

DX387 C-5 August 16, ARPFTC0006525 Indefinite 

FTCFILE0001 2011 

7590-

00017633 

DX338 C-6 April19, ARPFTC0007551 Slide 6: 10 years 

2010 

Slides 10 & 11: 10 

years 

Remainder of 

document: 2 years 

DX223-001- C-7 Prior to ARPFTC0005813 2 years 

058/ September 

FTCFILE0001 2010 

6346-

00016403 

DX320 C-8 March 11, ARPFTC0007381 ARPFTC0007389 3 years 

2009 

DX702 C-9 [Parent ARPFTC0003738 3 years 

document 

is fi:om 

March 

2010] 

DX349 C-10 September ARPFTC0003358 ARPFTC0003374 2 years 

2010 

4849-9774-5175.2 
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4843-1656-4247.3

EXHIBIT B:

Excerpts of the Confidential Deposition of Frederick Piercy for which

Amcor Rigid Plastics USA, Inc. Requests In Camera Treatment

Designating Party Excerpt Page, Line Range In Camera Treatment Requested

Complaint Counsel & Respondents 17:20–23 5 years

Respondents 17:24–18:2 5 years

Respondents 18:8–13 5 years

Respondents 18:21–19:3 5 years

Respondents 19:10–12 5 years

Respondents 19:23–21:3 5 years

Respondents 23:8–25:10 5 years

Respondents 25:16–25 5 years

Respondents 28:4–9 5 years

Respondents 28:20–29:9 5 years

Respondents 29:11–23 5 years

Respondents 32:7–22 5 years

Respondents 34:2–34:4 5 years

Respondents 36:9–37:19 2 years

Respondents 38:8–39:19 2 years

Respondents 40:1–41:5 2 years

Respondents 41:9–41:25 2 years

Respondents 44:10–21 2 years

Respondents 45:1–9 2 years

Complaint Counsel 45:10–46:11 2 years

Respondents 46:12–47:5 2 years

Respondents 47:9–48:22 2 years

Respondents 48:24–50:2 2 years

Respondents 50:25–51:10 2 years

Respondents 52:9–53:3 2 years

Respondents 54:20–55:11 5 years

Respondents 59:23–61:20 5 years

Respondents 62:1–23 5 years

Respondents 63:4–65:3 5 years

Respondents 65:16–66:16 5 years

Respondents 66:20–69:8 8 years

Respondents 70:9–72:17 8 years

Respondents 73:16–23 5 years

Respondents 74:2 5 years

Complaint Counsel 74:3–9 5 years

Complaint Counsel & Respondents 74:10–13 5 years

Complaint Counsel 74:14 5 years

Complaint Counsel & Respondents 74:15 5 years

Respondents 74:16–75:3 5 years

Complaint Counsel 76:17–77:11 5 years

Respondents 78:5–23 5 years

Respondents 80:18–81:14 5 years

Respondents 81:20–82:7 5 years

Complaint Counsel 86:10–87:1 5 years

Complaint Counsel 87:3–6 5 years

Respondents 88:17–89:24 2 years
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Complaint Counsel 92:25–93:23 5 years

Complaint Counsel 94:18–24 5 years

Respondents 97:11–24 5 years

Complaint Counsel 97:25–98:11 5 years

Respondents 98:12–13 5 years

Complaint Counsel 98:14–18 5 years

Complaint Counsel 99:15–16 5 years

Complaint Counsel & Respondents 99:17–100:3 5 years

Complaint Counsel 100:4–21 5 years

Complaint Counsel 100:24–101:15 5 years

Respondents 101:16–23 5 years

Respondents 102:2–104:8 5 years

Complaint Counsel 105:23–106:8 5 years

Complaint Counsel & Respondents 106:10 5 years

Respondents 108:1–109:8 5 years

Complaint Counsel 109:9–12 5 years

Respondents 112:18–115:14 5 years

Complaint Counsel 119:1–11 5 years

Complaint Counsel 120:10–12 5 years

Respondents 120:16–22 5 years

Complaint Counsel 120:25–121:15 5 years

Complaint Counsel 121:23–123:16 5 years

Complaint Counsel 123:18–124:3 5 years

Respondents 124:4–5 5 years

Respondents 124:8–9 5 years

Respondents 124:11 5 years

Complaint Counsel 126:2–127:9 5 years

Respondents 127:10–14 5 years

Respondents 127:17–18 5 years

Complaint Counsel 128:4 5 years

Complaint Counsel & Respondents 128:5–18 5 years

Respondents 128:19–21 5 years

Complaint Counsel 130:5–131:8 5 years

Complaint Counsel 131:11–21 5 years

Respondents 132:3–13 5 years

Respondents 134:18–135:15 5 years

Complaint Counsel 135:16 5 years

Complaint Counsel & Respondents 135:17–136:9 5 years

Complaint Counsel 136:10–22 5 years

Complaint Counsel & Respondents 136:23–25 5 years

Respondents 137:1–8 5 years

Respondents 137:16–138:13 5 years

Respondents 138:24–139:9 5 years
EXIDBITS C-1 THROUGH C-11 

PORTIONS OF DOCUMENTS AND DEPOSITION EXCERPTS 

COMPLAINT COUNSEL AND RESPONDENTS FOR WHICH 

PLASTICS USA INC. RE VESTS IN CAMERA TREAT 

MATERIAL REDACTED PURSUANT TO RULE 3.45(b) 

OF THE FEDERAL TRADE COMMISSION RULES OF 

PRACTICE, 16 C.F.R. § 3.45(b) 

4825-2173-5191.1 
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4833-6091-6759.2

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.

)

)

)

)

)

)

)

)

)

)

)

PUBLIC

Docket No. 9356

DECLARATION OF MICHAEL CURIA IN SUPPORT OF THIRD PARTY AMCOR

RIGID PLASTICS USA, INC.’S MOTION FOR IN CAMERA TREATMENT OF

INFORMATION PREVIOUSLY DESIGNATED AS CONFIDENTIAL

I, Michael Curia, based on personal knowledge, information and belief, hereby

make the following statement:

1. I am Vice President and General Manager of the Diversified Products

Division of Amcor Rigid Plastics, Inc. (“ARP”) and submit this declaration in support of ARP’s

Motion for In Camera Treatment of Information Previously Designated as Confidential.

2. I have occupied my current position since November 2011 and prior to

that was Vice President of ARP’s Food and Beverage Division, beginning in March 2010. In my

capacity as Vice President and General Manager of the Diversified Products Division of ARP, I

am responsible for the overall business strategy of several business units, including the spirits,

wine, and beer business unit, and oversee the executive team responsible for implementing that

business strategy. As a result, I am familiar with the highly confidential and competitively

sensitive information that ARP maintains relating to the production operations, sales and
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marketing, research and development, design and other key aspects of the beer, wine, and spirits

business unit.

3. I understand that ARP is moving for in camera treatment of certain

information that it designated as confidential and submitted in response to subpoenas from the

Federal Trade Commission (“FTC”) and Ardagh Group S.A. (“Ardagh”) in the above-captioned

matter as well as in a parallel federal proceeding and during the initial investigation of the

underlying transaction between Ardagh and Compagnie de Saint-Gobain. I understand that

certain of the documents for which ARP seeks in camera treatment are from my own files or

files of individuals who report to me, and that ARP is also moving for in camera treatment of

excerpts of the August 2013 deposition of Fred Piercy, who is among my reports and with whom

I work closely. I understand that these documents and the deposition excerpts are listed in

Exhibits A and B to the motion for in camera treatment with an indication of the requested

duration of in camera treatment.

4. As a matter of course, ARP takes substantial measures to protect the

confidentiality of its research and development, strategy- and customer-related information, and

other commercially sensitive information, including that for which it seeks in camera treatment

in this matter. ARP limits internal distribution of documents containing high-level confidential

information to a select group of executives, who receive it on a need-to-know basis, and takes

other reasonable steps to prevent disclosure. These steps include maintaining sensitive strategy

documents on a restricted network drive accessible by a limited group of executives and the legal

department and ensuring that any confidential information disclosed to customers and

commercial partners is protected by non-disclosure agreements or provisions. In light of these

measures, it would be nearly impossible for ARP’s competitors or other outside parties to gain
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access to any of the documents for which ARP seeks in camera treatment. ARP undertakes

these measures because its position in the market would be severely compromised if its

competitors had access to information about ARP’s proprietary design innovations and

production techniques, long-term market perspectives and strategies, financial information

including profitability, and customer-specific information including pricing and other contract

terms.

5. Three documents listed in Exhibit A of the motion are highly confidential

quarterly business review presentations from 2010-11 reflecting information that is extremely

competitively sensitive to the entire Diversified Products Division of ARP. Documents labeled

ARPFTC0003257-95, ARPFTC0003679-721 and ARPFTC0006480 contain detailed

information, including pricing and other terms of specific long-term customer contracts through

as late as 2017; ARP marketing and sales plans and projections; production forecasts; and other

information that will remain relevant to ARP’s ongoing business strategies and current customer

relationships. Certain portions of these documents contain extraordinarily confidential

information that could be used by ARP’s competitors to determine current rates of depreciation,

sales margins, variable costs, and other competitively sensitive aspects of ARP’s business. An

additional document, the Diversified Products Division strategic plan from November 2011,

ARPFTC0005728, contains detailed profit margin information by product and customer;

identifies acquisition targets; and forecasts of performance through 2016; and detailed

information about customer contracts that are in place through 2016. ARP has devoted

significant resources and time to composing these review and plan documents and to devising

and executing the strategies they reflect. These documents are extremely valuable to ARP’s

efforts to remain competitive in all of the diversified products division business units, including
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spirits, wine, and beer. Disclosure of these key strategic documents would result in significant

competitive injury to ARP and would hamper its ability to pursue its current business strategies

in light of the fact that they have been exposed to ARP’s competitors. In camera treatment for

these documents for the periods indicated in Exhibit A is sufficiently long to cover the expiration

of contracts and initiatives discussed therein, and to “age” information such that it cannot be used

by ARP’s competitors to understand key competitive aspects of ARP’s current and future

business.

6. The document bates labeled ARPFTC0006525 from August 2011 contains

extremely confidential and competitively sensitive information regarding a particular Amcor

research and development initiative involving Amcor business units and affiliates beyond ARP

and the Diversified Products Division. The document includes confidential product drawings

and diagrams that are specific to products manufactured for current Amcor customers.

Disclosure of this confidential and proprietary information to Amcor’s competitors would cause

severe harm to Amcor and ARP, which has made significant investments in the development of

the products described as a means of competing through innovation. Due to the highly

confidential nature of this document and the presence of proprietary information relating to

parties beyond ARP that Amcor is obligated to protect, and the manner in which Amcor and

ARP’s future research and development initiatives may relate to the information therein, in

camera treatment on a permanent basis will protect ARP’s business interests.

7. The document labeled ARPFTC0007381-89 is a 2009 set of proposals to a

current customer of ARP proposing various pricing models and containing detailed information

about how ARP composes its responses to requests for quotes and specific pricing and other key

contract terms offered through as late as 2020. Disclosure of this document to ARP’s
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competitors would harm ARP’s competitive position by revealing its pricing and sales strategies,

pricing formulas, and specific pricing information. Due to the high level of competitive

sensitivity of this document and the duration of the proposed contractual arrangements, in

camera treatment for three years will protect ARP’s business interests.

8. The document labeled ARPFTC0003738 is a spreadsheet of specific

customer account information from 2010 for several ARP business units, containing detailed

bottle type, sales volume, and production information by individual customer and customer

location. Revealing the identities of ARP’s customers to ARP’s competitors, along with the

customers’ locations and recent production and sales volumes, would be harmful to ARP’s

competitive position and would threaten the customer relationships in which ARP has made

significant investments. Due to the high level of competitive sensitivity of this document, in

camera treatment for three years will protect ARP’s business interests.

9. Two documents labeled ARPFTC0005813 and ARPFTC0007551 are

2010 market analysis reports composed by ARP with specific strategic information, including

ARP’s assessment of its current competitors, ARP’s sales volumes and revenues, strategies for

growing specific existing customer business, and confidential information about current or

recently expired contracts. Disclosure of these documents to ARP’s competitors would result in

significant competitive injury to ARP in that these documents reveal ARP’s approach to the

market and its broad strategies to compete, in addition to specific, confidential, competitively

sensitive information about individual customers with whom ARP continues to do business, as

well current or recent contract terms with specific customers. In camera treatment for these

documents for the periods indicated in Exhibit A is sufficiently long to cover the expiration of

contracts and initiatives discussed therein, and to “age” information such that it cannot be used
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by ARP’s competitors to understand key competitive aspects of ARP’s current and future

business.

10. The document labeled in part ARPFTC0003358-74 is a 2010 slide deck

that ARP presented externally for the sole purpose of facilitating commercial relationships with

specific customers. The document is the product of significant investment of time and resources

by ARP in order to sell potential customers on the benefits of ARP and to differentiate ARP

containers from competitors. Because the portion of that presentation for which ARP seeks in

camera treatment reveals key competitive tools of ARP, and reflects ARP’s ongoing sales and

marketing strategies, ARP would be harmed by its disclosure. In camera treatment for two years

of the slides for which ARP is requesting protection will protect ARP’s business interests.

11. The confidential transcript of the August 16, 2013, deposition of Fred

Piercy addresses most of the above-mentioned documents and therefore the passages that

correspond to the documents being described should receive similar in camera treatment to the

documents as required to protect ARP’s business interests. I understand that Exhibit B to the

motion sets forth those time periods as they pertain to individual deposition excerpts. I

understand that the other excerpts of Mr. Piercy’s deposition concern ARP’s design and

production capabilities as they relate to ARP’s ability to differentiate itself in the market; specific

confidential customer information, including details of specific contracts between ARP and its

customers; ARP’s competitive strategies; ARP’s confidential sales and marketing perspective

and initiatives; and confidential information about production capacity and profitability. I have

reviewed the time periods for in camera treatment requested in Exhibit B for these excerpts and

they reflect the appropriate periods of in camera treatment of this information for purposes of

protecting ARP’s business interests.
I declare, under penalty of perjury, that the above statements are true and correct. 

Executed this day, December 6, 2013. 

Michael Curia 

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4827-0640-8727.2

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.

)

)

)

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PUBLIC

Docket No. 9356

[PROPOSED] ORDER GRANTING THIRD PARTY AMCOR RIGID PLASTICS USA,

INC.’S MOTION FOR IN CAMERA TREATMENT OF INFORMATION PREVIOUSLY

DESIGNATED AS CONFIDENTIAL

Upon consideration of Third Party Amcor Rigid Plastics USA, Inc.’s Motion for

In Camera Treatment of Information Previously Designated Confidential, and for good cause

shown,

IT IS HEREBY ORDERED, that Amcor Rigid Plastics USA, Inc.’s Motion for In

Camera Treatment of Information Previously Designated Confidential is GRANTED;

IT IS FURTHER ORDERED that pursuant to Rule 3.45(b) of the Federal Trade

Commission Rules of Practice, 16 C.F. § 3.45(b), the documents listed below shall be subject to

in camera treatment and will be kept confidential and not placed on the public records of this

proceeding for the period of time indicated:
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Respondents Exhibit to Date Start Bates End Bates In Camera Treatment 

Exhibit Motion for In 

No./FTC File Camera 

No. Tt·eatment 

No. 

DX172 C-1 September ARPFTC0003257 ARPFTC0003295 7 years 

9- 10, 2010 

DX173 C-2 September ARPFTC0003679 ARPFTC0003721 Page identified as 

6-7, 2011 ARPFTC0003697: 

Indefinite 

Remainder of 

document: 7 years 

DX368 C-3 March2, ARPFTC0006480 8 years 

FTCFILE0001 2011 

7479-

00017494 

DX174-001- C-4 November ARPFTC0005728 8 years 

057/ 2011 

FTCFILE0001 

6013-

00016069 

DX387 C-5 August 16, ARPFTC0006525 Indefinite 

FTCFILE0001 2011 

7590-

00017633 

DX338 C-6 April19, ARPFTC0007551 Slide 6: 1 0 years 

2010 

Slides 1 0 & 11 : 10 

years 

Remainder of 

document: 2 years 

DX223-001- C-7 Prior to ARPFTC0005813 2 years 

058/ September 

FTCFILE0001 2010 

6346-

00016403 

DX320 C-8 March 11, ARPFTC0007381 ARPFTC0007389 3 years 

2009 

DX702 C-9 [Parent ARPFTC0003738 3 years 

document 

is from 

March 

20101 

DX349 C-10 September ARPFTC0003358 ARPFTC0003374 2 years 

2010 

IT IS FURTHER ORDERED that pmsuant to Rule 3.45(b) of the Federal Trade 

Commission Rules of Practice, 16 C.F.R. § 3.45(b), the excerpts of the deposition ofFrederick 

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Piercy, identified below, shall be subject to in camera treatment and will be kept confidential and

not placed on the public records of this proceeding for the period of time indicated:

Designating Party Excerpt Page, Line Range In Camera Treatment

Complaint Counsel & Respondents 17:20–23 5 years

Respondents 17:24–18:2 5 years

Respondents 18:8–13 5 years

Respondents 18:21–19:3 5 years

Respondents 19:10–12 5 years

Respondents 19:23–21:3 5 years

Respondents 23:8–25:10 5 years

Respondents 25:16–25 5 years

Respondents 28:4–9 5 years

Respondents 28:20–29:9 5 years

Respondents 29:11–23 5 years

Respondents 32:7–22 5 years

Respondents 34:2–34:4 5 years

Respondents 36:9–37:19 2 years

Respondents 38:8–39:19 2 years

Respondents 40:1–41:5 2 years

Respondents 41:9–41:25 2 years

Respondents 44:10–21 2 years

Respondents 45:1–9 2 years

Complaint Counsel 45:10–46:11 2 years

Respondents 46:12–47:5 2 years

Respondents 47:9–48:22 2 years

Respondents 48:24–50:2 2 years

Respondents 50:25–51:10 2 years

Respondents 52:9–53:3 2 years

Respondents 54:20–55:11 5 years

Respondents 59:23–61:20 5 years

Respondents 62:1–23 5 years

Respondents 63:4–65:3 5 years

Respondents 65:16–66:16 5 years

Respondents 66:20–69:8 8 years

Respondents 70:9–72:17 8 years

Respondents 73:16–23 5 years

Respondents 74:2 5 years

Complaint Counsel 74:3–9 5 years

Complaint Counsel & Respondents 74:10–13 5 years

Complaint Counsel 74:14 5 years

Complaint Counsel & Respondents 74:15 5 years

Respondents 74:16–75:3 5 years

Complaint Counsel 76:17–77:11 5 years

Respondents 78:5–23 5 years

Respondents 80:18–81:14 5 years

Respondents 81:20–82:7 5 years

Complaint Counsel 86:10–87:1 5 years

Complaint Counsel 87:3–6 5 years

Respondents 88:17–89:24 2 years

Complaint Counsel 92:25–93:23 5 years
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Complaint Counsel 94:18–24 5 years

Respondents 97:11–24 5 years

Complaint Counsel 97:25–98:11 5 years

Respondents 98:12–13 5 years

Complaint Counsel 98:14–18 5 years

Complaint Counsel 99:15–16 5 years

Complaint Counsel & Respondents 99:17–100:3 5 years

Complaint Counsel 100:4–21 5 years

Complaint Counsel 100:24–101:15 5 years

Respondents 101:16–23 5 years

Respondents 102:2–104:8 5 years

Complaint Counsel 105:23–106:8 5 years

Complaint Counsel & Respondents 106:10 5 years

Respondents 108:1–109:8 5 years

Complaint Counsel 109:9–12 5 years

Respondents 112:18–115:14 5 years

Complaint Counsel 119:1–11 5 years

Complaint Counsel 120:10–12 5 years

Respondents 120:16–22 5 years

Complaint Counsel 120:25–121:15 5 years

Complaint Counsel 121:23–123:16 5 years

Complaint Counsel 123:18–124:3 5 years

Respondents 124:4–5 5 years

Respondents 124:8–9 5 years

Respondents 124:11 5 years

Complaint Counsel 126:2–127:9 5 years

Respondents 127:10–14 5 years

Respondents 127:17–18 5 years

Complaint Counsel 128:4 5 years

Complaint Counsel & Respondents 128:5–18 5 years

Respondents 128:19–21 5 years

Complaint Counsel 130:5–131:8 5 years

Complaint Counsel 131:11–21 5 years

Respondents 132:3–13 5 years

Respondents 134:18–135:15 5 years

Complaint Counsel 135:16 5 years

Complaint Counsel & Respondents 135:17–136:9 5 years

Complaint Counsel 136:10–22 5 years

Complaint Counsel & Respondents 136:23–25 5 years

Respondents 137:1–8 5 years

Respondents 137:16–138:13 5 years

Respondents 138:24–139:9 5 years
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Dated: ______________________________________

The Honorable D. Michael Chappell

Administrative Law Judge