Federal Register / Vol. 75, No. 191 / Monday, October 4, 2010 / Notices 61141 

1The comment must be accompanied by an 

explicit request for confidential treatment, 

including the factual and legal basis for the request, 

and must identify the specific portions of the 

comment to be withheld from the public record. 

The request will be granted or denied by the 

Commission’s General Counsel, consistent with 

applicable law and the public interest. See FTC 

Rule 4.9(c), 16 CFR 4.9(c). 

the accommodation you will need, 

including as much detail as you can. 

Also include a way we can contact you 

if we need more information. Please 

allow at least five days advance notice; 

last minute requests will be accepted, 

but may be impossible to fill. 

Proposed Agenda: Friday, October 22, 

2010, 9:30 a.m.* 

1. Announcements and Recent News. 

2. Approval of Transcript—Meeting of 

May 21, 2010. 

3. Report from the North American 

Numbering Plan Billing and Collection 

(NANP B&C) Agent. 

4. Report of the Billing and Collection 

Working Group (B&C WG). 

5. Report of the North American 

Numbering Plan Administrator 

(NANPA). 

6. Report of the National Thousands 

Block Pooling Administrator (PA). 

7. Report of the Local Number 

Portability Administration (LNPA) 

Working Group. 

8. Report of North American 

Portability Management LLC (NAPM 

LLC). 

9. Report of the Telcordia Dispute 

Resolution Team: Telcordia Appeal. 

10. Report of the Numbering 

Oversight Working Group. 

11. Status of the Industry Numbering 

Committee (INC) activities. 

12. Report of the Future of Numbering 

Working Group (FoN WG). 

13. Summary of Action Items. 

14. Public Comments and 

Participation (5 minutes per speaker). 

15. Other Business. 

Adjourn no later than 5 p.m. 

*The Agenda may be modified at the 

discretion of the NANC Chairman with 

the approval of the DFO. 

Federal Communications Commission. 

Marilyn Jones, 

Attorney, Wireline Competition Bureau. 

[FR Doc. 2010–24850 Filed 10–1–10; 8:45 am] 

BILLING CODE 6712–01–P 

FEDERAL TRADE COMMISSION 

[File No. 101 0107] 

In the Matter of The Coca-Cola 

Company; Analysis of Agreement 

Containing Consent Order to Aid 

Public Comment 

AGENCY: Federal Trade Commission. 

ACTION: Proposed Consent Agreement. 

SUMMARY: The consent agreement in this 

matter settles alleged violations of 

federal law prohibiting unfair or 

deceptive acts or practices or unfair 

methods of competition. The attached 

Analysis of Agreement Containing 

Consent Order to Aid Public Comment 

describes both the allegations in the 

draft complaint and the terms of the 

consent order — embodied in the 

consent agreement — that would settle 

these allegations. 

DATES: Comments must be received on 

or before October 27, 2010. 

ADDRESSES: Interested parties are 

invited to submit written comments 

electronically or in paper form. 

Comments should refer to ‘‘The CocaCola Company, File No. 101 0107’’ to 

facilitate the organization of comments. 

Please note that your comment — 

including your name and your state — 

will be placed on the public record of 

this proceeding, including on the 

publicly accessible FTC website, at 

(http://www.ftc.gov/os/

publiccomments.shtm). 

Because comments will be made 

public, they should not include any 

sensitive personal information, such as 

an individual’s Social Security Number; 

date of birth; driver’s license number or 

other state identification number, or 

foreign country equivalent; passport 

number; financial account number; or 

credit or debit card number. Comments 

also should not include any sensitive 

health information, such as medical 

records or other individually 

identifiable health information. In 

addition, comments should not include 

any ‘‘[t]rade secret or any commercial or 

financial information which is obtained 

from any person and which is privileged 

or confidential. . . .,’’ as provided in 

Section 6(f) of the FTC Act, 15 U.S.C. 

46(f), and Commission Rule 4.10(a)(2), 

16 CFR 4.10(a)(2). Comments containing 

material for which confidential 

treatment is requested must be filed in 

paper form, must be clearly labeled 

‘‘Confidential,’’ and must comply with 

FTC Rule 4.9(c), 16 CFR 4.9(c).1

Because paper mail addressed to the 

FTC is subject to delay due to 

heightened security screening, please 

consider submitting your comments in 

electronic form. Comments filed in 

electronic form should be submitted by 

using the following weblink: (https:// 

ftcpublic.commentworks.com/ftc/cocacola) and following the instructions on 

the web-based form. To ensure that the 

Commission considers an electronic 

comment, you must file it on the webbased form at the weblink: (https://

ftcpublic.commentworks.com/ftc/cocacola). If this Notice appears at (http://

www.regulations.gov/search/index.jsp), 

you may also file an electronic comment 

through that website. The Commission 

will consider all comments that 

regulations.gov forwards to it. You may 

also visit the FTC website at (http:// 

www.ftc.gov/) to read the Notice and the 

news release describing it. 

A comment filed in paper form 

should include the ‘‘The Coca-Cola 

Company, File No. 101 0107’’ reference 

both in the text and on the envelope, 

and should be mailed or delivered to the 

following address: Federal Trade 

Commission, Office of the Secretary, 

Room H-135 (Annex D), 600 

Pennsylvania Avenue, NW, Washington, 

DC 20580. The FTC is requesting that 

any comment filed in paper form be sent 

by courier or overnight service, if 

possible, because U.S. postal mail in the 

Washington area and at the Commission 

is subject to delay due to heightened 

security precautions. 

The Federal Trade Commission Act 

(‘‘FTC Act’’) and other laws the 

Commission administers permit the 

collection of public comments to 

consider and use in this proceeding as 

appropriate. The Commission will 

consider all timely and responsive 

public comments that it receives, 

whether filed in paper or electronic 

form. Comments received will be 

available to the public on the FTC 

website, to the extent practicable, at 

(http://www.ftc.gov/os/publiccomments.

shtm). As a matter of discretion, the 

Commission makes every effort to 

remove home contact information for 

individuals from the public comments it 

receives before placing those comments 

on the FTC website. More information, 

including routine uses permitted by the 

Privacy Act, may be found in the FTC’s 

privacy policy, at (http://www.ftc.gov/

ftc/privacy.shtm). 

FOR FURTHER INFORMATION CONTACT: Jill 

Frumin, (202-326-2758), Bureau of 

Competition, 600 Pennsylvania Avenue, 

NW, Washington, D.C. 20580. 

SUPPLEMENTARY INFORMATION: Pursuant 

to section 6(f) of the Federal Trade 

Commission Act, 38 Stat. 721, 15 U.S.C. 

46(f), and § 2.34 the Commission Rules 

of Practice, 16 CFR 2.34, notice is 

hereby given that the above-captioned 

consent agreement containing a consent 

order to cease and desist, having been 

filed with and accepted, subject to final 

approval, by the Commission, has been 

placed on the public record for a period 

of thirty (30) days. The following 

Analysis of Agreement Containing 

Consent Order to Aid Public Comment 

describes the terms of the consent 


jlentini on DSKJ8SOYB1PROD with NOTICES
61142 Federal Register / Vol. 75, No. 191 / Monday, October 4, 2010 / Notices 

2The license agreement is for an initial term of 

twenty (20) years, with automatic renewal for 

additional twenty (20) year periods, unless 

terminated pursuant to its terms. 

agreement, and the allegations in the 

complaint. An electronic copy of the 

full text of the consent agreement 

package can be obtained from the FTC 

Home Page (for September 27, 2010), on 

the World Wide Web, at (http://

www.ftc.gov/os/actions.shtm). A paper 

copy can be obtained from the FTC 

Public Reference Room, Room 130-H, 

600 Pennsylvania Avenue, NW, 

Washington, D.C. 20580, either in 

person or by calling (202) 326-2222. 

Public comments are invited, and may 

be filed with the Commission in either 

paper or electronic form. All comments 

should be filed as prescribed in the 

ADDRESSES section above, and must be 

received on or before the date specified 

in the DATES section. 

Analysis of Agreement Containing 

Consent Order to Aid Public Comment 

I. Introduction 

The Federal Trade Commission 

(‘‘Commission’’) has accepted, subject to 

final approval, an Agreement 

Containing Consent Order from 

Respondent The Coca-Cola Company 

(‘‘TCCC’’) to address concerns in 

connection with TCCC’s acquisition of 

its largest bottler and the subsequent 

exclusive license from Dr Pepper 

Snapple Group, Inc. (‘‘DPSG’’), to bottle, 

distribute, and sell the Dr Pepper, Diet 

Dr Pepper, and Canada Dry carbonated 

soft drink brands of DPSG in certain 

territories. The Consent Agreement, 

among other things, requires that TCCC 

limit the persons within the company 

who have access to the commercially 

sensitive confidential information that 

DPSG may provide to TCCC to carry out 

the distribution functions contemplated 

by the license. 

The DPSG-TCCC license agreement 

followed TCCC’s announced proposed 

acquisition of the North American 

business of its largest bottler, Coca-Cola 

Enterprises Inc. (‘‘CCE’’). CCE is licensed 

by TCCC and DPSG to bottle and 

distribute many of their carbonated soft 

drink brands. Following the acquisition, 

TCCC, through its subsidiary Coca-Cola 

Refreshments U.S.A., Inc. (‘‘CCR’’), will 

take on the bottling and distribution 

functions previously performed in the 

United States by CCE. 

The Complaint alleges that TCCC’s 

access to DPSG’s commercially sensitive 

confidential marketing and brand plans, 

without adequate safeguards to ensure 

that TCCC will not misuse the 

information, could lead to 

anticompetitive conduct that would 

make DPSG a less effective competitor 

and/or facilitate coordination in the 

industry. The proposed Consent 

Agreement remedies this concern by 

limiting access to the DPSG 

commercially sensitive information to 

TCCC employees who perform 

traditional carbonated soft drink ‘‘bottler 

functions’’ formerly performed by CCE 

and not permitting access to TCCC 

employees involved in traditional 

‘‘concentrate-related functions.’’ 

II. Respondent The Coca-Cola Company 

TCCC is a corporation organized, 

existing, and doing business under and 

by virtue of the laws of the State of 

Delaware, with its office and principal 

place of business located at 1 Coca-Cola 

Plaza, Atlanta, Georgia 30313. It is the 

world’s largest soft drink company and 

makes or licenses more than 3,000 

drinks under 500 brand names in 200 

countries. In 2009, TCCC’s worldwide 

revenues from the sale of all products 

were about $31 billion. 

III. Licensor Dr Pepper Snapple Group, 

Inc. 

DPSG is a corporation organized, 

existing, and doing business under and 

by virtue of the laws of the State of 

Delaware, with its office and principal 

place of business located at 5301 Legacy 

Drive, Plano, Texas 75024. Among other 

things, DPSG produces the concentrate 

for the DPSG carbonated soft drink 

brands that are distributed by its 

bottlers. Some of these brands are Dr 

Pepper, Diet Dr Pepper, Crush, Canada 

Dry, Schweppes, Vernor’s, A&W Root 

Beer, 7-UP, RC Cola, Sunkist, and 

Squirt. In 2009, DPSG’s net sales were 

about $5.5 billion, and its United States 

net sales of carbonated soft drink 

concentrate were about $1.1 billion. Dr 

Pepper Seven Up, Inc., will sign the 

license with TCCC. 

IV. The Bottler 

A. Coca-Cola Enterprises Inc. 

CCE is a corporation organized, 

existing and doing business under and 

by virtue of the laws of the State of 

Delaware, with its principal place of 

business located at 2500 Windy Ridge 

Parkway Suite 700, Atlanta, Georgia 

30039. It is the largest TCCC bottler in 

North America, spanning 46 states and 

the District of Columbia. In 2009, CCE’s 

sales of carbonated soft drinks totaled 

about $21 billion. CCE’s North 

American business operations 

contributed 70% of this revenue. CCE 

accounts for about 75-80% of TCCC’s 

North America bottler-distributed 

volume, and TCCC products represent 

over 90% of CCE’s total volume. 

V. The Transactions 

A. The Bottler Acquisition 

On February 25, 2010, TCCC reached 

an agreement with CCE to acquire the 

North American assets of CCE for $12.3 

billion. At the time of the agreement, 

TCCC owned about 34% of CCE. Postacquisition, the North American 

operations of CCE will be subsumed 

within a new organization known as 

Coca-Cola Refreshments USA, Inc. 

(‘‘CCR’’). CCR’s business will comprise 

CCE’s current North American 

operations, and CCR also will have 

responsibility for the supply chain for 

still beverages and juices, fountain/ 

Freestyle, and national key customer 

management. Post-acquisition, CocaCola USA will manufacture and supply 

concentrate and engage in consumer 

brand marketing and innovation with 

respect to new drinks and brands. 

B. The DPSG-TCCC License Agreement 

Following the agreement to acquire 

CCE, TCCC sought a license to continue 

to bottle and distribute the DPSG brands 

that CCE had distributed. (The DPSG 

license held by CCE was terminated by 

DPSG as a result of the proposed 

acquisition.) In the DPSG-CCR license 

agreement, TCCC agreed to bottle and 

distribute DPSG’s Dr Pepper brand 

products and Canada Dry products in 

the former CCE territories, where CCE 

had been producing and distributing 

these products. TCCC to agreed to pay 

DPSG $715 million for a non-exclusive 

license to produce and an exclusive, 

twenty-year2 license to distribute and 

sell those brands. 

Under the license agreement, CCR has 

agreed, among other things to, (a) 

distribute the Dr Pepper brand in all 

classes of trade based on certain TCCC 

brands; (b) grow the Dr Pepper brand 

based in some measure on certain sales 

criteria of other bottlers; and (c) 

advertise, promote, and market the Dr 

Pepper brand and provide sales support 

for such promotions, based in some 

measure on CCR’s advertising, 

promotions, and marketing of certain 

TCCC brands. 

C. The DPSG-CCR Freestyle Agreement 

TCCC also will give Dr Pepper access 

to TCCC’s new proprietary ‘‘Freestyle’’ 

fountain dispensing equipment. The 

Freestyle machine has a footprint 

comparable to a traditional lever-based 

fountain dispenser, but it allows users 

to create more than 120 custom-flavored 

beverages. DPSG values the Freestyle 


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Federal Register / Vol. 75, No. 191 / Monday, October 4, 2010 / Notices 61143 

Participation Agreement at 

approximately $115 million. 

VI. The Proposed Complaint 

The Commission’s Complaint alleges 

that TCCC and DPSG are direct 

competitors in the highly concentrated 

and difficult to enter (a) branded 

concentrate and (b) branded directstore-delivered carbonated soft drink 

markets. The concentrate market is 

national, and the branded soft drink 

markets are local. Total United States 

sales of concentrate is about $9 billion, 

and total United States sales of 

carbonated soft drinks, measured at 

retail, is about $70 billion. 

To carry out the distribution activities 

currently undertaken by the bottler and 

contemplated under the license 

agreement, DPSG will need to provide 

commercially sensitive confidential 

information about its marketing plans to 

CCR, the newly created TCCC bottler 

subsidiary. DPSG currently provides 

this sort of information to CCE in order 

for it to perform its bottler or 

distribution functions. The Commission 

is concerned that TCCC’s access to this 

information could enable it to use the 

information in ways that could impair 

DPSG’s ability to compete and 

ultimately injure competition by 

weakening a competitor or facilitating 

coordination in the industry. The 

Complaint alleges that TCCC’s access to 

DPSG’s confidential information could 

eliminate competition between TCCC 

and DPSG, increase the likelihood that 

TCCC may unilaterally exercise market 

power, and facilitate coordinated 

interaction in the industry. 

VII. The Proposed Consent Order 

Under the proposed Consent Order, to 

remedy the alleged competitive concern 

associated with access to the DPSG 

commercially sensitive confidential 

information, TCCC will be required to 

set up a ‘‘firewall’’ to ensure that persons 

at TCCC who may be in a position to use 

the DPSG commercially sensitive 

information in ways that may injure 

DPSG and/or facilitate coordination will 

not be allowed access to such 

information. Persons at TCCC who are 

assigned to perform traditional ‘‘bottler 

functions’’– the kinds of functions that 

CCE have historically performed for 

DPSG – will be permitted access to the 

DPSG information. Persons responsible 

for ‘‘concentrate-related functions’’– the 

kinds of functions that TCCC engaged in 

as a competitor of DPSG when both had 

their brands distributed by CCE – will 

not be permitted access to the DPSG 

information. 

The proposed Consent Agreement 

provides for the appointment of a 

monitor to assure TCCC’s compliance 

with the Consent Order. The monitor 

will have a fiduciary responsibility to 

the Commission. The monitor will be 

appointed for a five (5) year term, but 

the Commission may extend or modify 

the term as appropriate. 

The proposed Consent Agreement 

contains a prior notice provision for 

subsequent acquisitions by TCCC of its 

franchised bottlers that also are licensed 

to distribute DPSG products. Under the 

order, TCCC will be required to give the 

Commission forty-five (45) advance 

notice of a proposed acquisition that is 

not subject to the Hart-Scott-Rodino Act 

and provide the Commission with all 

management documents relating to the 

proposed acquisition. If the 45-day 

period expires without Commission 

action, TCCC will be permitted to 

consummate the proposed acquisition 

and use DPSG confidential information 

in the territories of the newly acquired 

bottler as specified in this order. The 

standard Hart-Scott-Rodino procedures 

and time periods would continue to 

apply for Hart-Scott-Rodino reportable 

transactions. 

The order, like the DPSG-TCCC 

license agreement, will have a term of 

twenty (20) years. 

VIII. Opportunity for Public Comment 

The Consent Agreement has been 

placed on the public record for thirty 

(30) days for receipt of comments from 

interested persons. Comments received 

during this period will become part of 

the public record. After thirty days, the 

Commission will again review the 

proposed Consent Agreement, as well as 

the comments received, and will decide 

whether it should withdraw from the 

Consent Agreement or make final the 

Decision and Order. 

By accepting the Consent Agreement 

subject to final approval, the 

Commission anticipates that the 

competitive problem alleged in the 

Complaint will be resolved. The 

purpose of this analysis is to invite and 

facilitate public comment concerning 

the Consent Agreement. It is not 

intended to constitute an official 

interpretation of the proposed Consent 

Agreement, nor is it intended to modify 

the terms of the Decision and Order in 

any way. 

By direction of the Commission, 

Commissioner Ramirez recused. 

Donald S. Clark, 

Secretary. 

[FR Doc. 2010–24838 Filed 10–1–10; 12:10 pm] 

BILLING CODE 6750–01–S 

GOVERNMENT ACCOUNTABILITY 

OFFICE 

Financial Management and Assurance; 

Government Auditing Standards 

Correction 

In notice document 2010–23374 

beginning on page 57274 in the issue of 

Monday, September 20, 2010 make the 

following corrections: 

1. On page 57275, in the first column, 

under the ADDRESSES section, in the 

second line, ‘‘(GAO–1O–853G)’’ should 

read ‘‘(GAO–10–853G)’’. 

2. On the same page, in the same 

column, under the ADDRESSES section, 

in the third and fourth lines, ‘‘http://

www.gao.gov/govaud/vbkO1.htm.’’ 

should read ‘‘http://www.gao.gov/

govaud/ybk01.htm.’’. 

3. On the same page, in the same 

column, under the SUPPLEMENTARY

INFORMATION section, in the seventh line, 

‘‘yeJlowbookgao.gov’’ should read 

‘‘yellowbook@gao.gov.’’ 

[FR Doc. C1–2010–23374 Filed 10–1–10; 8:45 am] 

BILLING CODE 1505–01–D 

DEPARTMENT OF HEALTH AND 

HUMAN SERVICES 

Meeting of the Advisory Committee on 

Blood Safety and Availability 

AGENCY: Office of the Assistant 

Secretary for Health, Office of the 

Secretary, Department of Health and 

Human Services. 

ACTION: Notice. 

SUMMARY: As stipulated by the Federal 

Advisory Committee Act, the U.S. 

Department of Health and Human 

Services is hereby giving notice that the 

Advisory Committee on Blood Safety 

and Availability (ACBSA) will hold a 

meeting. The meeting will be open to 

the public. 

DATES: The meeting will take place 

Thursday, November 4, and Friday, 

November 5, 2010, from 8:30 a.m. to 5 

p.m. 

ADDRESSES: The Universities at Shady 

Grove, 9630 Gudelsky Drive, Rockville, 

Maryland 20850, Phone: 301–738–6000. 

FOR FURTHER INFORMATION CONTACT: Jerry 

A. Holmberg, PhD, Executive Secretary, 

Advisory Committee on Blood Safety 

and Availability, Office of the Assistant 

Secretary for Health, Department of 

Health and Human Services, 1101 

Wootton Parkway, Suite 250, Rockville, 

MD 20852, (240) 453–8803, FAX (240) 

453–8456, e-mail ACBSA@hhs.gov. 

SUPPLEMENTARY INFORMATION: The 

Advisory Committee on Blood Safety 


jlentini on DSKJ8SOYB1PROD with NOTICES