UNITED STATES OF AMERICA

BEFORE THE FEDERAL TRADE COMMISSION

__________________________________________

)

In the Matter of )

)

Ardagh Group S.A., )

 a corporation, )

 ) DOCKET NO. CArdagh Glass Inc., )

 a corporation, and )

 )

Ardagh Glass Packaging Inc., )

 a corporation. )

__________________________________________)

AGREEMENT CONTAINING CONSENT ORDER

The Federal Trade Commission (“Commission”) has initiated an investigation of 

certain acts and practices of Proposed Respondent Ardagh Group S.A., Proposed 

Respondent Ardagh Glass Inc., and Proposed Respondent Ardagh Glass Packaging Inc.

The Commission’s Bureau of Competition has prepared a draft administrative complaint 

(“Draft Complaint”). The Bureau of Competition and Proposed Respondents enter into 

this Agreement Containing Consent Order (“Consent Agreement”) to cease and desist 

from engaging in certain acts and practices and to provide for other relief to resolve the 

allegations in the Draft Complaint through a proposed Decision and Order, which is

attached, to present to the Commission.

IT IS HEREBY AGREED by and between Proposed Respondents, by their duly 

authorized officers and attorneys, and counsel for the Commission that:

1. Proposed Respondent Ardagh Group S.A. is a corporation organized, existing, 

and doing business under, and by virtue of, the laws of Luxembourg, with its 

executive offices and principal place of business at 56, rue Charles Martel, L2134, Luxembourg, Luxembourg.

2. Proposed Respondent Ardagh Glass Inc. is a corporation organized, existing, and 

doing business under, and by virtue of, the laws of Delaware, with its executive 

offices and principal place of business at 10194 Crosspoint Blvd #410, 

Indianapolis, IN 46256.

3. Proposed Respondent Ardagh Glass Packaging Inc. is a corporation organized, 

existing, and doing business under, and by virtue of, the laws of Delaware, with 

its executive offices and principal place of business at 10194 Crosspoint Blvd 

#410, Indianapolis, IN 46256

4. Proposed Respondents admit all the jurisdictional facts set forth in the Draft

Complaint.
In re Ardagh Group S.A., Ardagh Glass Inc., and Ardagh Glass Packaging Inc., File No. 

211-0182

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5. Proposed Respondents waive:

a. any further procedural steps;

b. the requirement that the Decision and Order contain a statement of findings of 

fact and conclusions of law;

c. all rights to seek judicial review or otherwise to challenge or contest the 

validity of the Decision and Order entered pursuant to this Consent 

Agreement; and

d. any claim under the Equal Access to Justice Act.

6. This Consent Agreement is for settlement purposes only and does not constitute 

an admission by the Proposed Respondents that the law has been violated as 

alleged in the Draft Complaint, or that the facts as alleged in the Draft Complaint, 

other than jurisdictional facts, are true.

7. Proposed Respondents Ardagh Glass Inc. and Ardagh Glass Packaging Inc. shall 

submit an initial compliance report, pursuant to Commission Rule 2.33, 16 C.F.R. 

§ 2.33, no later than 30 days after the date on which Proposed Respondents

execute this Consent Agreement, and subsequent compliance reports every 30 

days thereafter until the Decision and Order becomes final. After the Decision and 

Order become final, the reporting obligations contained in the Decision and Order 

shall control and the reporting obligations under this Consent Agreement shall 

cease. Each compliance report shall set forth in detail the manner in which 

Proposed Respondents have complied, have prepared to comply, are complying, 

and will comply with the Consent Agreement and the Decision and Order. 

Proposed Respondents shall provide sufficient information and documentation to 

enable the Commission to determine independently whether Proposed 

Respondents are in compliance with the Consent Agreement and the Decision and 

Order.

8. Each compliance report submitted pursuant to Paragraph 5 above shall be verified 

in the manner set forth in 28 U.S.C. § 1746 by the Chief Executive Officer or 

another officer or employee specifically authorized to perform this function. 

Commission Rule 2.41(a), 16 C.F.R. § 2.41(a), requires that the Commission 

receive an original and one copy of each compliance report. Proposed 

Respondents Ardagh Glass Inc. and Ardagh Glass Packaging Inc. shall 

electronically file an original of each compliance report with the Secretary of the 

Commission at ElectronicFilings@ftc.gov, and with the Compliance Division at 

bccompliance@ftc.gov. 

9. This Consent Agreement, and any compliance report filed pursuant to this 

Consent Agreement, shall not become part of the public record of the proceeding 

unless and until the Commission accepts the Consent Agreement. If the 
In re Ardagh Group S.A., Ardagh Glass Inc., and Ardagh Glass Packaging Inc., File No. 

211-0182

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Commission accepts this Consent Agreement, the Commission will place it, 

together with the Complaint, the proposed Decision and Order, an explanation of 

the provisions of the proposed Decision and Order, and any other information that 

may help interested persons understand the Decision and Order on the public 

record for the receipt of comments for 30 days.

10. This Consent Agreement contemplates that, if the Commission accepts the 

Consent Agreement, the Commission thereafter may withdraw its acceptance of 

this Consent Agreement and notify Proposed Respondents, in which event the 

Commission will take such action as it may consider appropriate. If the 

Commission does not subsequently withdraw such acceptance pursuant to the 

provisions of Commission Rule 2.34, 16 C.F.R. § 2.34, the Commission may, 

without further notice to Proposed Respondents, issue its Complaint and the 

attached Decision and Order containing an order to cease and desist and to 

provide for other relief in disposition of the proceeding. 

11. The Decision and Order shall become final upon service. Delivery of the 

Complaint and the Decision and Order to Proposed Respondents by any means 

provided in Commission Rule 4.4(a), 16 C.F.R. § 4.4(a), or by delivery to United 

States counsel for Proposed Respondents identified in this Consent Agreement, 

shall constitute service to Proposed Respondents. Proposed Respondents waive 

any rights they may have to any other manner of service. Proposed Respondents

also waive any rights they may otherwise have to service of any appendices 

attached to or incorporated by reference into the Decision and Order, if Proposed 

Respondents are already in possession of such Appendices, and agree that they 

are bound to comply with and will comply with the Decision and Order to the 

same extent as if they had been served with copies of the Appendices.

12. The Complaint may be used in construing the terms of the Decision and Order, 

and no agreement, understanding, representation, or interpretation not contained 

in the Decision and Order or the Consent Agreement may be used to vary or 

contradict the terms of the Decision and Order.

13. By signing this Consent Agreement, Proposed Respondents represent and warrant 

that:

a. they can fulfill all the terms of and accomplish the full relief contemplated by 

the Decision and Order; and 

b. all parents, subsidiaries, affiliates, and successors necessary to effectuate the 

full relief contemplated by this Consent Agreement and the Decision and 

Order are parties to this Consent Agreement and are bound as if they had 

signed this Consent Agreement and were made parties to this proceeding, or 

are within the control of parties to this Consent Agreement and the Decision 

and Order.
In re Ardagh Group S.A., Ardagh Glass Inc., and Ardagh Glass Packaging Inc., File No. 

211-0182

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14. Proposed Respondents have read the Draft Complaint and the proposed Decision 

and Order. Proposed Respondents agree to comply with the terms of the proposed 

Decision and Order from the date they sign this Consent Agreement. Proposed 

Respondents Ardagh Glass Inc. and Ardagh Glass Packaging Inc. understand that 

once the Commission has issued the Decision and Order, they will be required to 

file one or more compliance reports setting forth in detail the manner in which 

they have complied, have prepared to comply, are complying, and will comply 

with the Decision and Order. When final, the Decision and Order shall have the 

same force and effect and may be altered, modified, or set aside in the same 

manner and within the same time as provided by statute for other orders. 

Proposed Respondents further understand that they may be liable for civil 

penalties in the amount provided by law for each violation of the Decision and 

Order.
In re Ardagh Group S.A., Ardagh Glass Inc., and Ardagh Glass Packaging Inc., File No. 

211-0182

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Ardagh Group S.A.

___________________________ 

By: _____________, _________

Dated: _____________________

___________________________ 

By: [Counsel]

Dated: _____________________

Ardagh Glass Inc.

___________________________ 

By: _____________, _________

Dated: _____________________

___________________________ 

By: [Counsel]

Dated: _____________________

Ardagh Glass Packaging Inc.

___________________________ 

By: _____________, _________

Dated: _____________________

___________________________ 

By: [Counsel]

Dated: _____________________

FEDERAL TRADE COMMISSION

________________________

By: Kathleen Clair

Attorney

Bureau of Competition

________________________

Patricia McDermott

Deputy Assistant Director

Bureau of Competition

_________________________

Geoffrey Green

Assistant Director

Bureau of Competition

__________________________

Holly L. Vedova

Director

Bureau of Competition

Dated: __________________