UNITED STATES OF AMERICA 

BEFORE FEDERAL TRADE COMMISSION 

_____________________________________ 

 ) 

In the Matter of ) 

 ) 

GRACO INC., ) Docket No. 9350 

 a corporation, ) 

 ) 

ILLINOIS TOOL WORKS INC., ) 

 a corporation, and ) 

 ) 

ITW FINISHING LLC, ) 

 a limited liability company. ) 

_____________________________________) 

AGREEMENT CONTAINING CONSENT ORDERS 

This Agreement Containing Consent Orders (“Consent Agreement”), by and among 

Graco Inc. (“Graco”), Illinois Tool Works Inc., and ITW Finishing LLC (“ITW”), hereinafter 

referred to as Respondents, by their duly authorized officers and attorneys, and counsel for the 

Federal Trade Commission (“Commission”), is entered into in accordance with the 

Commission’s Rules governing consent order procedures. In accordance therewith the parties 

hereby agree that: 

1. Respondent Graco Inc. is a corporation organized, existing, and doing business under and 

by virtue of the laws of the State of Minnesota, with its office and principal place of 

business located at 88-11th Avenue Northeast, Minneapolis, Minnesota 55413. 

2. Respondent Illinois Tool Works Inc. 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 3600 West Lake Avenue, Glenview, Illinois 60026. 

3. Respondent ITW Finishing LLC is a limited liability company 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 3600 West Lake Avenue, Glenview, Illinois 

60026. ITW Finishing LLC is indirectly wholly-owned by Illinois Tool Works Inc. 

4. Respondents have been served with a copy of the administrative Complaint 

(“Complaint”) issued by the Commission in this matter, charging the Respondents with 

violations of Section 7 of the Clayton Act, as amended, 15 U.S.C. § 18, and Section 5 of 

the Federal Trade Commission Act, as amended, 15 U.S.C. § 45 (“FTC Act”), and have 

filed answers to the Complaint denying those charges. 
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5. Respondents admit all the jurisdictional facts set forth in the Complaint. 

6. Respondents waive: 

a. any further procedural steps; 

b. the requirement that the Commission’s Decision and Order and Order to Hold 

Separate and Maintain Assets (collectively, the “Orders”), attached hereto and 

made a part hereof, contain a statement of findings of fact and conclusions of law; 

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

the Orders; and 

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

7. In order to avoid the possibility of interim competitive harm while the Commission 

considers this Consent Agreement, the Commission may issue and serve the Order to 

Hold Separate and Maintain Assets in this matter at any time after the Respondents and 

Complaint Counsel sign this Consent Agreement, as the Commission may deem 

appropriate. 

8. This Consent Agreement shall not become part of the public record of the proceeding 

unless and until it is accepted by the Commission. If this Consent Agreement is accepted 

by the Commission, it will be placed on the public record, in whole or in part, and 

information in respect thereto publicly released, at such time and in such manner as the 

Commission may deem appropriate pursuant to the provisions of Commission Rule 

3.25(f), 16 C.F.R. § 3.25(f). The Commission thereafter may either withdraw its 

acceptance of this Consent Agreement and so notify the Respondents, in which event it 

will take such action as it may consider appropriate, or issue and serve its Decision and 

Order (and if appropriate, amend the Order to Hold Separate and Maintain Assets) in 

disposition of the proceeding. 

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

admission by the Respondents that the law has been violated as alleged in the Complaint, 

or that the facts as alleged in the Complaint, other than jurisdictional facts, are true. 

10. This Consent Agreement contemplates that, if it is accepted by the Commission, and if 

such acceptance is not subsequently withdrawn by the Commission pursuant to the 

provisions of Commission Rule 3.25(f), 16 C.F.R. § 3.25(f), the Commission may, 

without further notice to Respondents: (a) issue the Decision and Order (and if 

appropriate, amend the Order to Hold Separate and Maintain Assets) and (b) make 

information public with respect thereto, or (c) take such other action as the Commission 

may deem appropriate. When final, each of the Orders shall have the same force and 

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

time provided by statute for other orders. Each of the Orders shall become final upon 

service. Delivery of each of the Orders to Respondents by any means provided in 
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Commission Rule 4.4(a), 16 C.F.R. § 4.4(a), or by delivery to Respondents’ counsel of 

record, shall constitute service. Respondents waive any right they may have to any other 

manner of service. 

11. The Complaint may be used in construing the terms of the Orders, and no agreement, 

understanding, representation, or interpretation not contained in the Orders or the 

Consent Agreement may be used to vary or contradict the terms of the Orders. 

12. By signing this Consent Agreement, Respondents represent and warrant that they can 

accomplish the full relief contemplated by the Consent Agreement and the attached 

Orders, and that all parents, subsidiaries, affiliates, and successors necessary to effectuate 

the full relief contemplated by this Consent Agreement and the Orders are bound thereby 

as if they had signed this Consent Agreement and were made parties to this proceeding 

and to the Orders. 

13. Each Respondent shall submit an initial report, pursuant to Section 2.33 of the 

Commission’s Rules, 16 C.F.R. § 2.33, within thirty (30) days of the date on which it 

executes this Consent Agreement, and Respondent Graco shall submit subsequent reports 

every thirty (30) days thereafter until the Order to Hold Separate and Maintain Assets 

becomes final and effective, at which time the reporting obligations contained in the 

Order to Hold Separate and Maintain Assets shall control. Such reports shall be signed 

by the respective Respondent and set forth in detail the manner in which such Respondent 

has complied and will comply with the Order to Hold Separate and Maintain Assets. 

Such reports will not become part of the public record unless and until the Consent 

Agreement is accepted by the Commission for public comment. 

14. Respondents have read the Orders contemplated hereby. Respondents understand that 

once both Orders have been issued, they will be required to file one or more compliance 

reports showing that they have fully complied with the Orders. 

15. Respondents agree to comply with the terms of both Orders from the date they sign this 

Consent Agreement. Respondents further understand that they may be liable for civil 

penalties in the amount provided by law for each violation of each Order after it becomes 

final. 

[continued on next page] 

 
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GRACO INC.

By: _______________________________ 

Patrick J. McHale 

President and Chief Executive Officer 

Graco Inc. 

Date:___________________________ 

_______________________________ 

Richard G. Parker 

O’Melveny & Myers LLP 

Counsel for Graco Inc. 

ILLINOIS TOOL WORKS INC. and 

ITW FINISHING LLC

By: _______________________________ 

David B. Speer 

Chairman and Chief Executive Officer 

Illinois Tool Works Inc. 

Date:___________________________ 

_______________________________ 

J. Robert Robertson 

Hogan Lovells US LLP 

Counsel for Illinois Tool Works Inc. and 

ITW Finishing LLC 

FEDERAL TRADE COMMISSION

By: _______________________________ 

Marc W. Schneider 

Counsel Supporting the Complaint 

Date:___________________________ 

APPROVED: 

_______________________________ 

Peter Richman 

Deputy Assistant Director 

_______________________________ 

Phillip L. Broyles 

Assistant Director 

_______________________________ 

Norman A. Armstrong, Jr. 

Deputy Director 

_______________________________ 

Richard A. Feinstein 

Director 

Bureau of Competition 

Federal Trade Commission 

Washington, D.C. 20580