1 

UNITED STATES OF AMERICA

BEFORE THE FEDERAL TRADE COMMISSION

_______________________________________________ 

 ) 

In the Matter of ) 

 ) 

THE SHERWIN-WILLIAMS COMPANY, ) 

 a corporation, ) 

 ) 

and ) FTC File No. 161-0116 

 ) 

THE VALSPAR CORPORATION, ) 

 a corporation. ) 

 ) 

________________________________________________) 

AGREEMENT CONTAINING CONSENT ORDER

 

The Federal Trade Commission (“Commission”), having initiated an investigation of the 

proposed acquisition by Proposed Respondent The Sherwin-Williams Company (“SW”) of the 

voting securities of Proposed Respondent The Valspar Corporation (“Valspar”), collectively 

“Proposed Respondents,” and it now appearing that Proposed Respondents are willing to enter 

into this Agreement Containing Consent Order (“Consent Agreement”) to divest certain assets

and providing for other relief: 

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 The Sherwin-Williams Company, is a corporation organized, 

existing, and doing business under, and by virtue of, the laws of the State of Ohio with its 

executive offices and principal place of business located at 101 Prospect Avenue NW, 

Cleveland, Ohio 44115. 

2. Proposed Respondent The Valspar Corporation, is a corporation organized, existing, and 

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

executive offices and principal place of business located at 1101 South 3rd Street, 

Minneapolis, Minnesota 55415. 

3. Proposed Respondents admit all the jurisdictional facts set forth in the draft of the 

Complaint here attached. 

4. Proposed Respondents waive:
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a. any further procedural steps; 

b. the requirement that the Commission’s Decision and Order, which is 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 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.

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

admission by Proposed Respondents that the law has been violated as alleged in the draft 

of the Complaint here attached, or that the facts as alleged in the draft Complaint, other 

than jurisdictional facts, are true. 

6. Proposed Respondents shall submit an initial compliance report, pursuant to Section 2.33 

of the Commission’s Rules, 16 C.F.R. § 2.33, no later than ten (10) days after the date on 

which Proposed Respondents execute this Consent Agreement and every thirty (30) days 

thereafter until the Decision and Order becomes final. Each compliance report shall set 

forth in precise detail the manner in which Proposed Respondents have complied or 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. 

7. Each report submitted pursuant to Paragraph 6 above shall be verified by a notarized 

signature or sworn statement of an officer or employee of Proposed Respondents 

specifically authorized to perform this function, or self-verified in a manner set forth in 

28 U.S.C. § 1746. Section 2.41(a) of the Commission’s Rules, 16 C.F.R. § 2.41, requires 

that an original and two copies of all compliance reports be filed with the Commission. 

Proposed Respondents 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 in electronic format. In addition, Proposed Respondents shall 

provide a copy of each report to the Monitor appointed pursuant to the Decision and 

Order.

8. This Consent Agreement, and any compliance reports filed pursuant to this Consent 

Agreement, shall not become part of the public record of the proceeding unless and until 

the Consent Agreement is accepted by the Commission. If this Consent Agreement is 

accepted by the Commission, it, together with the draft of the 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 Respondents, 

in which event the Commission will take such action as it may consider appropriate, or 
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issue and serve its Complaint (in such form as the circumstances may require) and its 

Decision and Order, in disposition of the proceeding. 

9. 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 § 2.34 of the Commission’s Rules, 16 C.F.R. § 2.34, the Commission may, 

without further notice to Proposed Respondents: (1) issue and serve its Complaint 

corresponding in form and substance with the draft of the Complaint here attached and 

the following Decision and Order in disposition of the proceeding, and (2) make 

information public with respect thereto. 

10. When final and effective, the Decision and Order will 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. The Decision and Order shall become final and 

effective upon service. Delivery of the Complaint and the Decision and Order to 

Proposed Respondents by any means provided in § 4.4(a) of the Commission’s Rules, 16 

C.F.R. § 4.4(a), including, but not limited to, delivery to an office within the United 

States of counsel for Proposed Respondents identified on this Consent Agreement, shall 

constitute service. Proposed Respondents waive any rights they may have to any other 

manner of service. Proposed Respondents also waive any right they may otherwise have 

to service of any Appendices attached or incorporated by reference into the Decision and 

Order, if Proposed Respondents are already in possession of copies of such Appendices, 

and agrees 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 such 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 to contradict the terms of the 

Decision and Order.

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

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

attached Decision and Order (including effectuating all required divestitures, 

assignments, and transfers) and that all parents, subsidiaries, affiliates, and successors 

necessary to effectuate the full relief contemplated by this Consent Agreement and the 

attached Decision and Order are parties to, or within the control of parties to, this 

Consent Agreement and the attached Decision and Order. 

13. Proposed Respondents agree that they shall interpret the Remedial Agreement, as that 

term is used in the Decision and Order, in a manner that is fully consistent with all of the 

relevant provisions and remedial purposes of the Decision and Order. 

14. Proposed Respondents have read the draft of the Complaint and the Decision and Order 

contemplated hereby. Proposed Respondents understand that once the Decision and 

Order has been issued, Proposed Respondents will be required to file one or more 
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compliance reports setting forth in detail the manner in which they have complied, are 

complying, and will comply with the Decision and Order. 

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

Order from the date they sign this Consent Agreement. 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 after such Order becomes final and effective.
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THE SHERWIN-WILLIAMS 

COMPANY

____________________________ 

By: John G. Morikis 

Chairman of the Board, President and CEO

The Sherwin-Williams Company

Dated: ______________________ 

____________________________ 

Steven Newborn 

Weil Gotshal & Manges LLP

Counsel for The Sherwin-Williams 

Company 

THE VALSPAR CORPORATION

____________________________ 

By: Gary E. Hendrickson 

Chairman of the Board and CEO

The Valspar Corporation 

Dated: _____________________ 

___________________________ 

Michael Byowitz

Wachtell, Lipton, Rosen & Katz 

Counsel for The Valspar Corporation

FEDERAL TRADE COMMISSION 

_________________________ 

By: James Abell

Attorney 

Bureau of Competition 

_________________________ 

Dominick Vote 

Deputy Assistant Director

Bureau of Competition 

_________________________ 

Benjamin Gris

Assistant Director

Bureau of Competition 

__________________________ 

Alan J. Devlin

Acting Deputy Director

Bureau of Competition 

__________________________ 

Abbott B. Lipsky, Jr. 

Acting Director

Bureau of Competition

Dated: ____________________