ORIGINAL 

PUBLIC 

UNITED STATES OF AMERICA 

FEDERAL TRADE COMMISSION 

OFFICE OF ADMINISTRATIVE LAW JUDGES .· 

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, 

) 

) 

) 

) 

) 

) 

) 

) 

) 

) 

) 

____________ R_e~sp_o_n_d_en_t_s. ______ ~ ___ ) 

DOCKET NO. 9356 

PUBLIC 

NON-PARTY OWENS-ILLINOIS INC.'S MOTION 

FOR IN CAMERA TREATMENT OF PROPOSED TRIAL EXHIBITS 

Owens-Illinois, Inc. ("01"), which is not a party to the above-captioned matter, 

respectfully requests that this Court grant its motion for in camera treatment of the proposed trial 

exhibits that are attached to the accompanying Declaration ofMaryBeth Wilkinson dated 

December 6, 2013 (the "Wilkinson Decl.") as Exhibits A through N (the "Confidential 01 Trial 

Exhibits"). 1 These exhibits were produced by 01 in response to investigatory subpoenas and/or 

subpoenas duces tecum issued by Complaint Counsel and Respondents in the related federal 

action (FT. C. v. Ardagh Group S.A., et al., 13-CV-1021 (BJR) (D.D.C.)). All of these exhibits 

have been designated by either Complaint Counsel and/or Respondents as trial exhibits in the 

administrative trial of this matter. In producing these documents, 01 designated all of these 

documents as confidential. 

01 is a Fortune 500 company that specializes in container glass products. It is a leading 

manufacturer of packaging products in North America. The information contained in the 

References to "Ex._" refer to the exhibits to the Wilkinson Declaration dated December 6, 2013. 
PUBLIC 

Confidential or Trial Exhibits is competitively sensitive information and held in strict 

confidence by or. 

The Confidential or Trial Exhibits fall into two categories. First, Exhibit A contains OI's 

North America Region 3-Year Business Plan for 2013-2015 (the "3-Year Business Plan"), which 

contains specific information on OI's overall strategy to grow its business in North America and 

increase market share versus its competitors through 2015. Second, Exhibits B through N, 

contain a series of internal or Power Point presentations on specific contract proposals being 

made by or to potential customers (the "Or Contract Proposals"). Wilkinson Decl. ~ 8. These 

presentations contain OI's negotiating strategy to successfully win business from these potential 

customers. Wilkinson Decl. ~ 14. The Confidential or Trial Exhibits thus contain sensitive 

information on OI's strategy for expanding its business at the expense of its competitors. rfthat 

information were to be freely available to the competition through public disclosure, Or's 

competitive position would be directly and seriously harmed. Wilkinson Decl. ~~ 12-18. Under 

16 C.P.R. §3.45(b), or respectfully moves for in camera treatment of these documents. 

LEGAL STANDARD 

The Confidential or Trial Exhibits at issue in this motion warrant in camera treatment 

under 16 CPR §3.45(b) which provides for in camera treatment of business information where 

disclosure "will result in a clearly defined, serious injury to the person or corporation whose 

records are involved." HP. Hood and Sons, Inc., 58 F.T.C. 1184, 1188 (1961). This showing 

can be made by establishing the document in question is "sufficiently secret and sufficiently 

material to the applicant's business that disclosure would result in serious competitive injury." In 

re Dura Lube Corp., 1999 F.T.C. LEXrS 255, at *6 (Dec. 23, 1999) (quoting General Foods 

Corp., 95 F.T.C. 352, 355 (1980)). Under these circumstances "courts generally attempt to 

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protect confidential business information from unnecessary airing." HP. Hood and Sons, Inc., 58 

F.T.C. at 1188. 

The six factors to be weighed in determining whether the documents in question are 

sufficiently material and secret that disclosure would result in serious competitive injury are: 

(1) The extent to which the information is known 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 applicants to guard the secrecy of the 

information; 

(4) The value ofthe information to the applicant and its competitors; 

(5) The amount of effort or money expended by the applicant in developing the 

information; and 

(6) The ease or difficulty with which the information could be properly acquired or 

duplicated by others. 

Dura Lube Corp., 1999 F.T.C. LEXIS 255, at *6-*7 (quoting Bristol Meyers Co., 90 F.T.C. 455, 

456-57 (1977)). 

A nonparty requesting in camera treatment deserves "special solicitude" for its 

confidential business information. In the matter of Kaiser Aluminum and Chemical Corporation, 

103 F.T.C. 500, at *1 (1984) (directing in camera treatment for sales statistics). In camera 

treatment for long time periods and even indefinitely is granted under certain circumstances · 

where the competitive sensitivity or the proprietary value of the information will not diminish 

with the passage oftime. See e.g., In re Coca Cola Company, 1990 F.T.C. LEXIS 364, at *3-*7 

3 
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(Oct. 17, 1990) (granting indefinite in camera treatment for "market research, strategy planning 

data"). 

ARGUMENT 

I OJ'S CONFIDENTIAL TRIAL EXIDBITS WARRANT IN CAMERA 

TREATMENT BECAUSE PUBLIC DISCLOSURE WOULD RESULT IN 

SERIOUS COMPETITIVE INJURY TO 01. 

A. The 3-Year Business Plan Contains Highly Confidential and Commercially 

Sensitive Business Information. 

The 3-Year Business Plan (Ex. A) contains highly confidential and commercially 

sensitive business information. Specifically, it contains OI's internal financial projections for 

2013 through 2015 broken down in detail including projected profit margins. Ex. A at 11. 

Moreover, the plan contains OI's specific strategy for improving its business in North America 

by differentiating itself with customers from the competition. Ex. A at 6; Wilkinson Decl. ~ 12. 

Put simply, public disclosure of the 3-Year Business Plan would significantly hurt 01 

versus its competition by revealing the company's internal strategy for improving its business 

and gaining market share. 01 has expended significant time, energy and resources in developing 

its North America strategy, which is a strategy that 01 believes will improve its competitive 

advantage in the marketplace. Disclosure of this strategy will result in serious damage to OI's 

competitive position. Wilkinson Dec I. ~ 13. 

B. The OI Contract Proposals Contain Highly Confidential and Commercially 

Sensitive Business Information. 

The 01 Contract Proposals (Exs. B-N) are internal 01 PowerPoint presentations regarding 

specific contract proposals for specific customers. These presentations outline OI's approach 

and negotiating tactics that it intends to employ in approaching the customer with a contract 

proposal. These presentations not only outline negotiating tactics, but include specific pricing 

information for the customer. Wilkinson Decl. ~ 14. 

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PUBLIC 

An example of the type of sensitive information contained throughout these presentations 

is Exhibit G, which is a contract proposal to Diageo Legacy Spirits. On page 2 of Exhibit G is a 

slide that outlines ''Negotiating Tactics". This slide contains an outline ofOI's current 

negotiating position with Diageo in terms of price and terms, as well as alternative positions that 

OI could take in any negotiation. The slide further contains OI's "walk away" position with 

Diageo. In addition, the presentation contains details on OI's exact profit margins for products 

sold to Diageo. Ex. Gat 23-25. While the Diago presentation is one example, the remainder of 

the OI Contract Proposals contain similar information for other specific contract proposals with 

other customers. Wilkinson Decl. ~ 16; see Ex. B at (containing negotiating strategy regarding 

AB- Windsor); Ex. C (same regarding Hood River Distilleries); Ex. D (same regarding 

MillerCoors); Ex. E (same regarding Pernod Ricard); Ex. F (same regarding A-B InBev); Ex. H 

(same regarding MillerCoors); Ex. I (same regarding Abita Brewing Company); Ex. J (same 

regarding Boston Beer); Ex. K (same regarding New Belgium); Ex. L (same regarding Diageo); 

Ex. M (same regarding Bacardi); Ex. N (same regarding Gambrinus). 

If the OI Contract Proposals were to be publicly disclosed, OI's competitors would have 

access to OI's internal methods and tactics for approaching customers to secure contracts, 

including specific pricing information and terms offered to specific customers. OI's competitors 

would be able to use this information to gain an understanding ofOI's internal negotiating 

process with customers and therefore gain a competitive advantage when negotiating with those 

same customers themselves. Wilkinson Decl. ~ 17. 

C. Ol's Prospective Pecuniary Loss From Disclosure of the Confidential 01 

Trial Exhibits Qualifies as a Serious Injury Necessitating In Camera 

Treatment. 

OI's prospective pecuniary loss from disclosure of the 3-Year Business Plan and the OI 

Contract Proposals qualifies as the "clearly defined, serious injury" required to demonstrate a 

5 
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need for in camera treatment. Wilkinson Decl. ~ 18. "The likely loss ofbusiness advantages is a 

good example of a clearly defined serious injury." In re Dura Lube Corp., 1999 F.T.C. 255, at 

*7. Materials that "represent[] a significant work product, compiled at great expense, [and the] 

disclosure of which would give other companies the benefit of [the applicant's] labors" are good 

candidates for in camera treatment. In re General Foods, 1980 F.T.C. LEXIS 99, at *3 (Mar. 10, 

1980). 

II OI HAS GUARDED THE SECRECY AND CONFIDENTIALITY OF THE 

CONFIDENTIAL TRIAL EXHIBITS. 

OI has taken substantial measures to guard the secrecy of the information contained in the 

Confidential OI Trial Exhibits. OI has limited the dissemination of such information and has 

taken every reasonable step to protect its confidentiality. Such information is disclosed only to 

particular OI employees, and is not known outside of OI except to the extent necessary to engage 

in confidential contract negotiations. The information contained in the Confidential OI Trial 

Exhibits would be extremely difficult for OI's competitors or other outside persons to access or 

duplicate. These efforts demonstrate that OI has gone to great lengths to preserve the 

confidentiality of the information contained in the Confidential OI Trial Exhibits. Wilkinson 

Decl. ~~ 9-10. 

Moreover, OI is also contractually obligated to maintain the confidentiality of certain of 

the commercially sensitive business information contained in the OI Contract Proposals based on 

its contractual arrangements with customers. OI's customers have a similar interest in 

maiRtaiRtRg the eoHfideHtiflliey ofthe terms cfits ecnhacts, disclosute of which would 

disadvantage them competitively. Wilkinson Decl. ~~ 10-11. 

6 
PUBLIC 

III THE PUBLIC INTEREST IN DISCLOSURE OF THE CONFIDENTIAL TRIAL 

EXHIBITS IS OUTWEIGHED BY THE LIKELIHOOD OF SERIOUS 

COMPETITIVE HARM TO 01. 

As a non-party to this matter, 01 deserves "special solicitude" in requesting in camera 

treatment for its confidential business information. In the matter of Kaiser, 103 F .T.C 500, at * 1. 

In camera treatment of information for reasonable periods oftimes encourages nonparties to 

cooperate with future discovery requests in adjudicative proceedings. !d. 01 has cooperated with 

discovery demands in this case, and "public understanding of this proceeding does not depend on 

access to" OI's highly confidential information. !d.; Wilkinson Decl. ~ 4. The balance of 

interests clearly favors in camera treatment for the Confidential 01 Trial Exhibits. See Bristol, 

90 F.T.C. at 456 (describing six factor test for determining secrecy and materiality). 

IV IN CAMERA PROTECTION FOR THE CONFIDENTIAL 01 TRIAL EXHIBITS 

SHOULD BE EXTENDED TEN YEARS. 

The nature of the highly confidential information contained in the Confidential 01 Trial 

Exhibits warrants in camera treatment for ten years. This is because the competitive sensitivity 

or the proprietary value of the information will not diminish in a shorter passage of time. In re 

Coca Cola, 1990 F.T.C. LEXIS 364, at *4-*7 (in camera treatment granted for papers more than 

three years old). Unlike ordinary business records, the strategic information contained in the 

Confidential 01 Trial Exhibits is extremely sensitive and has enduring proprietary value to OI's 

competitive position and business strategy. Wilkinson Decl. ~~ 19-22. 

The 01 Contract Proposals contain strategy for engaging potential customers. While 

sgme prkiag iaformatiga ma~' beeome stale oYer tn'fl:e, these doeuffieHts eoHtaiH the overall 

methodology for negotiation with customers. This will not change significantly from year to 

year over time. Wilkinson Decl. ~ 20. Moreover, with regards to OI's 3-Year Business Plan, 

while the plan itself covers OI's plans through 2015, the strategic steps detailed in the plan are 

7 
PUBLIC 

long-term plans that will continue to be implemented far beyond 2015. Wilkinson Decl. ~ 21. 

At a minimum, OI requests in camera treatment for a period of ten years to provide an 

opportunity for the information contained in the Confidential OI Trial Exhibits to become less 

sensitive. Wilkinson Decl. ~ 22. 

CONCLUSION 

For the foregoing reasons, OI respectfully requests that the Court grant this motion and 

require in camera treatment for the exhibits attached to the accompanying Wilkinson 

Declaration. 

Respectfully submitted, 

SIMPSON THACHER & BARTLETT LLP 

Is/ Joseph F. Tringali 

Joseph F. Tringali 

Michael J. Castiglione 

425 Lexington Avenue 

New York, New York 10017-3954 

Tel: (212) 455-2000 

Fax: (212) 455-2502 

jtringali@stblaw .com 

mcastiglione@stblaw.com 

Attorneys for Non-Party Owens-Illinois, Inc. 

8 
PUBLIC 

CERTIFICATE OF SERVICE 

I hereby certify that I caused to be filed the foregoing PUBLIC document 

electronically using the FTC's E-Filing System, which will send notification of such 

filing to the following. I also certify that I caused to be delivered via hand delivery 

a copy of the IN CAMERA exhibits to the Wilkinson Declaration filed under seal to 

the following: 

DonaldS. Clark 

Secretary 

Federal Trade Commission 

600 Pennsylvania Avenue, N.W., Rm. H-113 

Washington, D.C.20580 

dclark@ftc.gov 

I also certify that I caused to be delivered via electronic mail and hand delivery · 

a copy that is a true and correct copy of the original of the foregoing PUBLIC 

document to and that I also caused to be delivered via hand delivery a copy of the 

IN CAMERA exhibits to the Wilkinson Declaration filed under seal to: 

The Honorable D. Michael Chappell (oalj@ftc.gov) 

Administrative Law Judge 

Federal Trade Commission 

600 Pennsylvania Avenue, N.W., Rm.H-110 

Washington, D.C. 20580 
PUBLIC 

I further certify that I caused to be delivered via electronic mail a .pdf copy that is 

a true and correct copy of the original of the foregoing PUBLIC document and that I also 

caused to be delivered via overnight Federal Express a copy of the IN CAMERA exhibits 

to the Wilkinson Declaration filed under seal to: 

Brendan McNamara 

Deputy Assistant Director 

Federal Trade Commission 

Bureau of Competition 

601 New Jersey Ave., NW 

Washington, DC 20001 

bmcnamara@ftc.gov 

Counsel Supporting the Complaint 

Christine Varney 

Cravath, Swaine & Moore 

LLP 

825 Eighth A venue 

New York, NY 10019 

cvarney@cravath.com 

Counsel for Respondent Compagnie 

de Saint-Gobain and Saint-Gobain 

Containers, Inc. 

Dated: December 9, 2013 

Jason Swergold 

Shearman & Sterling LLP 

599 Lexington Avenue 

New York, NY 10022 

jason.swergold@shearman.com 

Counsel for Respondent Ardagh Group 

SA. 

Is/ Michael J. Castiglione 

Michael J. Castiglione 

Attorney for Non-Party OwensIllinois, Inc. 

CERTIFICATE FOR ELECTRONIC FILING 

I hereby certify that the electronic copy of the foregoing PUBLIC document is a true and 

correct copy of the paper original of the signed document that is available for review by the parties 

aHd the a:djudieatof. 

Dated: December 9, 2013 By: 

Is/ Michael J. Castiglione 

Michael J. Castiglione 
PUBLIC 

UNITED STATES OF AMERICA 

FEDERAL TRADE COMMISSION 

OFFICE OF ADMINISTRATIVE LAW JUDGES 

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, 

) 

) 

) 

) 

) 

) 

) 

) 

) 

) 

) 

----------~R~es~p~o~n~d~en=t=s. ___________ ) 

DOCKET NO. 9356 

PUBLIC 

DECLARATION OF MARYBETH WILKINSON IN SUPPORT 

OF NON-PARTY OWENS-ILLINOIS, INC.'S MOTION FOR IN CAMERA 

TREATMENT OF PROPOSED TRIAL EXHIBITS 

1. I am Associate General Counsel for Owens-Illinois, Inc. ("OI"), and submit this 

declaration in support of OI' s motion for in camera treatment of certain proposed trial exhibits 

that were produced by OI in response to investigatory subpoenas and subpoenas duces tecum 

issued by Complaint Counsel or Respondents in connection with this matter. 

2. Owens-Illinois, Inc. is a Fortune 500 company that specializes in container glass 

products. It is a leading manufacturer of packaging products in North America. 

3. In my capacity as Associate General Counsel for OI, I am familiar with the highly 

confidential information that OI maintains in the course of planning its overall business strategy 

and in negotiating contracts with potential customers. 
PUBLIC 

Background 

4. In connection with this matter, OI received a number non-party subpoenas for 

documents and testimony. OI has complied with all of these requests. OI has produced over 

30,000 pages of documents and produced a witness for two separate depositions. 

5. On November 19, 2013, counsel for OI was notified iri writing by both Complaint 

Counsel and Respondents of their intention to introduce as trial exhibits certain documents 

produced by OI and designated as confidential. 

6. By this motion, OI seeks in camera treatment for certain of these documents. 

These documents are attached hereto as Exhibits A through N (collectively, the "Confidential OI 

Trial Exhibits"). 

7. Specifically, OI seeks in camera treatment for the following documents, true and 

correct copies of which are attached hereto: 

Exhibit A: 0-I North America Region 3-Year Business Plan (OI000001) 

Exhibit B: AB- Windsor Contract Proposal (OI SUBPOENA 011498) 

Exhibit C: Hood River Distilleries Contract Proposal (OI SUBPOENA 012378) 

Exhibit D: MillerCoors Contract Proposal (OI SUBPOENA 012576) 

Exhibit E: Pemod Ricard Contract Proposal (FTCFILE00054 708) 

Exhibit F: A-B InBev Bid Request (FTCFILE00055249) 

Exhibit G: Diageo Contract Proposal Legacy Spirits (PX3002-001) 

Exhibit H MillerCoors Contract Proposal (FTC-OI-00595764) 

Exhibit 1: Abita Brewing Company Proposal (FTC-01-00200711) 

Exhibit J: Boston Beer Negotiation Proposal (PX3003-001) 

EXhtbtt K: New Belgmm Brewery Contract Proposal (FTC-01-00048792-001) 

Exhibit L: Diageo Contract Proposal (PX3005-00 1) 

Exhibit M: Bacardi Contract Proposal (FTC-OI-00097506-001) 

Exhibit N: Gambrinus Importing Contract Proposal (FTC-OI-00031519-001) 

2 
PUBLIC 

8. The Confidential 01 Trial Exhibits fall into two categories. First, Exhibit A 

contains Ol's North America Region 3-Year Business Plan for 2013-2015 (the "3-Year Business 

Plan"), which contains specific information on 01' s overall strategy to grow its business in North 

America and increase market share versus its competitors through 2015. Second, Exhibits B 

through N contain a series of internal 01 Power Point presentations on specific contract proposals 

being made by 01 to potential customers (the "01 Contract Proposals"). 

01 Has Taken Substantial Measures to Guard the Confidentiality of the Attached Trial 

Exhibits 

9. As an initial matter, 01 has taken substantial measures to guard the information 

contained in the Confidential 01 Trial Exhibits by limiting dissemination of such information 

and taking every reasonable step to protect its confidentiality. Such information is disclosed 

only to particular 01 employees, and is not known outside of 01 except to the extent necessary to 

engage in confidential contract negotiations. 

10. The information contained in Exhibits A-N would be extremely difficult for OI's 

competitors or other outside persons to access or duplicate. 01 is also contractually obligated 

through agreements with its customers to maintain the confidentiality of certain commercially 

sensitive business information contained in the 01 Contract Proposals. 

11. Furthermore, all of the Confidential 01 Trial Exhibits were designated as 

confidential when produced by 01. 

3 
PUBLIC 

The 3-Year Business Plan (Exhibit A) Contains Highly Confidential and Commercially 

Sensitive Business Information. 

12. The 3-Year Business Plan (Exhibit A) contains highly confidential and 

commercially sensitive business information. This plan contains OI's internal financial 

projections for 2013 through 2015 broken down in detail, including projected profit margins. 

Ex. A at 11. Moreover, the plan contains Ol's specific strategy for expanding its business in 

North America by differentiating itself with customers from the competition. Ex. A at 6. 

13. Public disclosure ofthe 3-Year Business Plan would significantly hurt 01 versus 

its competition by revealing the company's internal strategy for improving its business and 

gaining market share. 01 has expended substantial time, effort, and resources to develop its 

North America strategy, which is a strategy that 01 believes will improve its competitive 

advantage in the marketplace. Disclosure of this strategy will result in serious damage to OI's 

competitive position by giving the competition a roadmap to its North America strategy. 

The OI Contract Proposals (Exhibits B-N) Contain Highly Confidential and Commercially 

Sensitive Business Information. 

14. The 01 Contract Proposals (Exs. B-N) are internal 01 PowerPoint presentations 

regarding specific contract proposals for specific customers. These presentations outline 01' s 

approach and negotiating tactics that it intends to employ in approaching a customer with a 

contract proposal. These presentations not only outline negotiating tactics, but include specific 

pricing information for each customer. 

15. Exhibit G, for example, is a contract proposal presentation regarding Diageo 

Legacy Spirits. On page 2 of Exhibit G, there is a slide that outlines "Negotiating Tactics." This 

slide contains an outline of 01' s current negotiating position with Diageo in terms of price and 

terms, as well as alternative positions that 01 could take in any negotiation. The slide further 

4 
PUBLIC 

contains OI's "walk away" position with Diageo. This presentation also contains details on OI's 

exact profit margins for each product sold to Diageo. Ex. Gat 23-25. 

16. The other contract proposal presentations attached hereto contain similar 

information for other customers that is confidential and commercially sensitive. See Ex. B at 

(containing negotiating strategy regarding AB- Windsor); Ex. C (same regarding Hood River 

Distilleries); Ex. D (same regarding MillerCoors); Ex. E (same regarding Pernod Ricard); Ex. F 

(same regarding A-B InBev); Ex. H (same regarding MillerCoors); Ex. I (same regarding Abita 

Brewing Company); Ex. J (same regarding Boston Beer); Ex. K (same regarding New Belgium); 

Ex. L (same regarding Diageo); Ex. M (same regarding Bacardi); Ex. N (same regarding 

Gambrinus). 

17. If the OI Contract Proposals were to be publicly disclosed, OI's competitors 

would have access to OI's internal methods and tactics for approaching customers to secure 

contracts, including specific pricing information and terms offered to specific customers. OI's 

competitors would be able to use this information to gain an understanding ofOI's internal 

negotiating process with customers and therefore gain a competitive advantage when negotiating 

with those same customers themselves. 

01 Will Suffer Pecuniary Harm If These Trial Exhibits Are Publicly Disclosed 

18. Because of the commercially sensitive nature of the information contained in the 

Confidential OI Trial Exhibits, it is my belief that if these documents are publicly disclosed, OI's 

competitors would gain an unfair competitive advantage by being able to view and analyze OI's 

internal strategies for competing in the marketplace. It is my further belief that OI's competitors 

will use that information to gain an unfair advantage in the marketplace such that OI will suffer 

pecuniary harm to its business. 

5 
PUBLIC 

In Camera Protection for Ten Years Is Necessary 

19. The propriety value ofthe information contained in the Confidential OI Trial 

Exhibits will not diminish in a short period of time. 

20. The OI Contract Proposals contains strategy for engaging potential customers. 

Though the pricing information may become somewhat less relevant over time, the overall 

negotiating strategy reflected in these documents will not. 

21. With regards to OI's 3-Year Business Plan, while the plans contained in the 

document are through 2015, these plans are long-term plans that will continue to be implemented 

far beyond 2015. 

22. Accordingly, OI requests in camera treatment for the attached exhibits for a 

period often years. 

6 
• 

Requested Relief 

23. For the reasons set forth herein, and in the accompanying memorandum, OI 

respectfully requests that the Court grant OI's motion for in camera treatment ofthe attached 

exhibits. 

Pursuant to 28 U.S.C. Section 1746, I declare under the penalties of peijury that the 

foregoing is true and correct. 

Dated this 61

h day of December, 2013 . 

7 
PUBLIC 

EXHIBITS A-N 

(FILED UNDER SEAL) 
PUBLIC 

CERTIFICATE OF SERVICE 

I hereby certify that I caused to be filed the foregoing PUBLIC document 

electronically using the FTC's E-Filing System, which will send notification of such 

filing to the following. I also certify that I caused to be delivered via hand delivery 

a copy of the IN CAMERA exhibits to the Wilkinson Declaration filed under seal to 

the following: 

Donald S. Clark 

Secretary 

Federal Trade Commission 

600 Pennsylvania Avenue, N.W., Rm. H-113 

Washington, D.C. 20580 

dclark@ftc.gov 

I also certify that I caused to be delivered via electronic mail and hand delivery 

a copy that is a true and correct copy of the original of the foregoing PUBLIC 

document to and that I also caused to be delivered via hand delivery a copy of the 

IN CAMERA exhibits to the Wilkinson Declaration filed under seal to: 

The Honorable D. Michael Chappell (oalj@ftc.gov) 

Administrative Law Judge 

Federal Trade Commission 

600 Pennsylvania Avenue, N.W., Rm.H-110 

Washington, D.C. 20580 
PUBLIC 

I further certify that I caused to be delivered via electronic mail a .pdf copy that is 

a true and correct copy of the original of the foregoing PUBLIC document and that I also 

caused to be delivered via overnight Federal Express a copy of the IN CAMERA exhibits 

to the Wilkinson Declaration filed under seal to: 

Brendan McNamara 

Deputy Assistant Director 

Federal Trade Commission 

Bureau of Competition 

601 New Jersey Ave., NW 

Washington, DC 20001 

bmcnamara@ftc.gov 

Counsel Supporting the Complaint 

Christine Varney 

Cravath, Swaine & Moore 

LLP 

825 Eighth A venue 

New York, NY 10019 

cvarney@cravath.com 

Counsel for Respondent Compagnie 

de Saint-Gobain and Saint-Gobain 

Containers, Inc. 

Dated: December 9, 2013 

Jason Swergold 

Shearman & Sterling LLP 

599 Lexington A venue 

New York, NY 10022 

jason.swergold@shearman.com 

Counsel for Respondent Ardagh Group 

S.A. 

Is/Michael J. Castiglione 

Michael J. Castiglione 

Attorney for Non-Party OwensIllinois, Inc. 

CERTIFICATE FOR ELECTRONIC FILING 

I hereby certify that the electronic copy of the foregoing PUBLIC document is a true and 

correct copy of the paper original of the signed documeut that is available fur review by the parties 

and the adjttdiea:tot. 

Dated: December 9, 2013 By: 

Is/ Michael J. Castiglione 

Michael J. Castiglione 
PUBLIC 

UNITED STATES OF AMERICA 

FEDERAL TRADE COMMISSION 

OFFICE OF ADMINISTRATIVE LAW JUDGES 

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, 

) 

) 

) 

) 

) 

) 

) 

) 

) 

) 

) 

DOCKET NO. 9356 

PUBLIC 

_____ ___::_:R~es::...!.p:....:o-=n-=d-=en_t..::....s. _____ ) 

PROPOSED ORDER 

On December 9, 2013, Non-Party Owens-Illinois, Inc. ("OI'') filed a Motion for In 

Camera Treatment of Proposed Trial Exhibits containing confidential business information 

supported by the Declaration ofMaryBeth Wilkinson, dated December 6, 2013, attaching 

Exhibits A through N. 

IT IS HEREBY ORDERED that OI's motion is GRANTED. The following documents, 

which were attached as exhibits to the Wilkinson Declaration, will be subject to in camera r 

treatment under 16 CFR § 3.45 and kept confidential and not placed in the public record of this 

proceeding for a period often years: 

Exhibit A: 

Exhibit B: 

Exhibit C: 

Exhibit D. 

Exhibit E: 

Exhibit F: 

Exhibit G: 

Exhibit H 

Exhibit I: 

Exhibit J: 

Exhibit K: 

0-I North America Region 3-Year Business Plan (0!000001) 

AB- Windsor Contract Proposal (OI SUBPOENA 011498) 

Hood River Distilleries Contract Proposal (OI SUBPOENA 012378) 

Miller Coots Contract flroposal (OI 3lmflOENA 012576) 

Pernod Ricard Contract Proposal (FTCFILE00054 708) 

A-B InBev Bid Request (FTCFILE00055249) 

Diageo Contract Proposal Legacy Spirits (PX3002-001) 

MillerCoors Contract Proposal (FTC-OI-00595764) 

Abita Brewing Company Proposal (FTC-OI-00200711) 

Boston Beer Negotiation Proposal (PX3003-00 1) 

New Belgium Brewery Contract Proposal (FTC-OI-00048792-001) 
PUBLIC 2 

Exhibit L: Diageo Contract Proposal (PX3005-001) 

ExhibitM: Bacardi Contract Proposal (FTC-OI-00097506-001) 

ExhibitN: Gambrinus Importing Contract Proposal (FTC-0 I -00031519-001) 

IT IS FURTHER ORDERED that only authorized Federal Trade Commission personnel, 

and court personnel concerned with judicial review may have access to the above-referenced 

information, provided that I, the Commission, and reviewing courts may disclose such in camera 

information to the extent necessary for the proper disposition of the proceeding. 

DATED: __________ __ 

ORDERED: ______________________ __ 

D. Michael Chappell 

Administrative Law Judge 
PUBLIC 

CERTIFICATE OF SERVICE 

I hereby certify that I caused to be filed the foregoing PUBLIC document 

electronically using the FTC's E-Filing System, which will send notification of such 

filing to the following. I also certify that I caused to be delivered via hand delivery 

a copy of the IN CAMERA exhibits to the Wilkinson Declaration filed under seal to 

the following: 

DonaldS. Clark 

Secretary 

Federal Trade Commission 

600 Pennsylvania Avenue, N.W., Rm. H-113 

Washington, D.C.20580 

dclark@ftc.gov 

I also certify that I caused to be delivered via electronic mail and hand delivery 

a copy that is a true and correct copy of the original of the foregoing PUBLIC 

document to and that I also caused to be delivered via hand delivery a copy of the 

IN CAMERA exhibits to the Wilkinson Declaration filed under seal to: 

The Honorable D. Michael Chappell (oalj@ftc.gov) 

Administrative Law Judge 

Federal Trade Commission 

600 Pennsylvania Avenue, N.W., Rm.H-110 

Washington, D.C. 20580 
PUBLIC 

I further certify that I caused to be delivered via electronic mail a .pdf copy that is 

a true and correct copy of the original of the foregoing PUBLIC document and that I also 

caused to be delivered via overnight Federal Express a copy of the IN CAMERA exhibits 

to the Wilkinson Declaration filed under seal to: 

Brendan McNamara 

Deputy Assistant Director 

Federal Trade Commission 

Bureau of Competition 

601 New Jersey Ave., NW 

Washington, DC 20001 

bmcnamara@ftc.gov 

Counsel Supporting the Complaint 

Christine V amey 

Cravath, Swaine & Moore 

LLP 

825 Eighth A venue 

New York, NY 10019 

cvamey@cravath.com 

Counsel for Respondent Compagnie 

de Saint-Gobain and Saint-Gobain 

Containers, Inc. 

Dated: December 9, 2013 

Jason Swergold 

Shearman & Sterling LLP 

599 Lexington A venue 

New York, NY 10022 

jason.swergold@shearman.com 

Counsel for Respondent Ardagh Group 

SA. 

Is/ Michael J. Castiglione 

Michael J. Castiglione 

Attorney for Non-Party OwensIllinois, Inc. 

CERTIFICATE FOR ELECTRONIC FILING 

I hereby certify that the electronic copy of the foregoing PUBLIC document is a true and 

correct copy of the paper original of the signed document that is available for review by the parties 

and the adjudicator. 

Dated: December 9, 2013 By: 

Is/ Michael J. Castiglione 

Michael J. Castiglione