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UNITED STATES OF AMERICA 

 BEFORE FEDERAL TRADE COMMISSION

____________________________________ 

) 

In the Matter of ) 

) File No. 101-0215

Graco Inc., ) 

a corporation. ) 

____________________________________) 

AGREEMENT CONTAINING CONSENT ORDER

The Federal Trade Commission (ACommission@), having initiated an investigation of the 

acquisition by Graco Inc. (hereinafter AProposed Respondent@) of Gusmer Corporation and 

GlasCraft, Inc., and of certain acts and practices of Proposed Respondent, and it now appearing 

that Proposed Respondent is willing to enter into this Agreement Containing Consent Order 

(AConsent Agreement@) to divest certain assets and cease and desist from certain acts and 

practices, and providing for other relief; 

IT IS HEREBY AGREED by and between Proposed Respondent, its duly authorized 

officer and attorney, and counsel for the Commission that: 

1. Proposed Respondent 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. Proposed Respondent admits all the jurisdictional facts set forth in the draft of Complaint 

here attached. 

3. Proposed Respondent waives: 

(a) any further procedural steps; 

(b) the requirement that the Commission=s Decision and Order, 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 Decision and Order entered pursuant to this Consent Agreement; and 

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

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

admission by Proposed Respondent that the law has been violated as alleged in the draft 
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of Complaint here attached, or that the facts as alleged in the draft of Complaint, other 

than jurisdictional facts, are true. 

5. Proposed Respondent shall submit an initial report, pursuant to Section 2.33 of the 

Commission=s Rules, 16 C.F.R. ' 2.33, within fifteen (15) days of the date on which 

Proposed Respondent executes this Consent Agreement and every thirty (30) days 

thereafter until the Decision and Order becomes final. Each such report shall be signed 

by the Proposed Respondent and shall set forth in detail the manner in which the 

Proposed Respondent has to date complied or has prepared to comply, is complying, and 

will comply with the Decision and Order. Such reports will not become part of the public 

record unless and until the Consent Agreement and Decision and Order are accepted by 

the Commission for public comment. 

6. In each of the reports described in Paragraph 5, the Proposed Respondent shall provide 

sufficient information and documentation to enable the Commission to determine 

independently whether the Proposed Respondent is in compliance with this Consent 

Agreement and how Proposed Respondent intends to comply with the requirements of 

the Decision and Order. Reports of the Proposed Respondent shall include, but not be 

limited to, an explanation, in reasonable detail, of how the Proposed Respondent will: (a) 

determine and identify “similarly-situated Distributors,” within the context of Paragraph 

I.G. of the Decision and Order; and (b) establish annual purchase and inventory levels 

permitted in Paragraph III.A.6. of the Decision and Order. All reports shall be verified 

by a notarized signature or sworn statement of a responsible person at the Proposed 

Respondent specifically authorized to perform this function, or self-verified in the 

manner set forth in 28 U.S.C. '1746. Section 2.41(a) of the Commission=s Rules of 

Practice requires that an original and two copies of all compliance reports be filed with 

the Commission. Proposed Respondent shall file an original report and one copy with the 

Secretary of the Commission, and shall send at least one copy directly to the Bureau of 

Competition=s Compliance Division. 

7. The Commission retains the discretion, at the time it accepts this Consent Agreement for 

public comment, to issue and serve its Complaint corresponding in form and substance 

with the draft of Complaint, and a Final Decision and Order incorporating the attached 

Decision and Order. 

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, together with the draft of Complaint contemplated thereby, will be 

placed on the public record for a period of thirty (30) days and information in respect 

thereto publicly released. The Commission thereafter may either withdraw its acceptance 

of this Consent Agreement and so notify Proposed Respondent, in which event it will 

take such action as it may consider appropriate, or issue or amend its Complaint (in such 

form as the circumstances may require) and issue and serve its Decision and Order (if it 

has not already done so), in disposition of the proceeding. 
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9. This Consent Agreement contemplates that, if it is accepted by the Commission, the 

Commission may (a) immediately issue and serve its Complaint corresponding in form 

and substance with the draft of Complaint here attached, (b) immediately issue and serve 

the attached Decision and Order, and (c) make information public with respect thereto. If 

the Commission has not immediately issued and served its Complaint and Decision and 

Order, and if such acceptance is not subsequently withdrawn by the Commission 

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

may, without further notice to Proposed Respondents, thereupon issue its Complaint and 

its Decision and Order. 

10. 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 provided by 

statute for other orders. The Decision and Order shall become final upon service. 

Delivery of the Complaint and the Decision and Order to Proposed Respondent by any 

means provided in Commission Rule 4.4(a), 16 C.F.R. ' 4.4(a), or by delivery to counsel 

or to an office within the United States of counsel for Proposed Respondent as identified 

in this Consent Agreement, shall constitute service. Proposed Respondent waives any 

right it may have to any other manner of service. Proposed Respondent also waives any 

right it may otherwise have to service of any Appendices attached to or incorporated by 

reference into the Decision and Order and that are in the possession of Proposed 

Respondent, and agrees that it is bound to comply with and will comply with the 

Decision and Order to the same extent as if it had been served with copies of the 

Appendices. 

11. 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. 

12. By signing this Consent Agreement, Proposed Respondent represents and warrants that it 

can accomplish the full relief contemplated by the attached Decision and Order and that 

all parents, subsidiaries, affiliates, and successors necessary to effectuate the full relief 

contemplated by this Consent Agreement are parties to this Consent Agreement and are 

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

this proceeding and to the Decision and Order. 

13. Proposed Respondent has read the draft of the Complaint and the Decision and Order. 

Proposed Respondent understands that once the Decision and Order has been issued, it 

will be required to file one or more compliance reports showing that it has fully complied 

with the Decision and Order. Proposed Respondent agrees to comply with the terms of 

the proposed Decision and Order from the date it signs this Consent Agreement. 

Proposed Respondent further understands that it may be liable for civil penalties in the 

amount provided by law for each violation of the Decision and Order after it becomes 

final. 
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Signed this _______ day of ________________ , 2013. 

GRACO INC. FEDERAL TRADE COMMISSION 

____________________________ ______________________________ 

Patrick J. McHale Benjamin W. Jackson, Attorney 

President and Chief Executive Officer Division of Anticompetitive Practices 

Graco Inc. 

APPROVED: 

__________________________ _______________________________ 

John D. Graubert Nicholas Widnell 

John W. Nields, Jr. Deputy Assistant Director 

Covington & Burling LLP 

Counsel for Graco Inc. 

______________________________ 

Geoffrey Green 

Acting Assistant Director 

______________________________ 

Peter J. Levitas 

Deputy Director 

_____________________________ 

Richard A. Feinstein 

Director 

Bureau of Competition