Notices. DEPARTMENT OF JUSTICE
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/register/2026/02/18/2026-03102·A research copy — for the controlling text, always check the official state or federal source. Not legal advice.
BILLING CODE 4910-81-P 91 32 Wednesday, February 18, 2026 Notices Part II Department of Justice Antitrust Division United States v. Reddy Ice LLC, et al.; Proposed Final Judgment and Competitive Impact Statement; Notice DEPARTMENT OF JUSTICE Antitrust Division United States v. Reddy Ice LLC, et al. Proposed Final Judgment and Competitive Impact Statement Notice is hereby given pursuant to the Antitrust Procedures and Penalties Act, 15 U.S.C. 16(b)-(h), that a proposed Final Judgment, Stipulation, and Competitive Impact Statement have been filed with the United States District Court for the District of Columbia in *United States of America* v. *Reddy Ice LLC, et al.,* Civil Action No. 1:26-cv-271.
On January 30, 2026, the United States filed a Complaint alleging that Stone Canyon Industries Holdings, LP's Reddy Ice LLC's (“Reddy Ice”) proposed acquisition of Chill Parent Holdco, L.P.'s Chill Holdings, Inc. (“Arctic Glacier”) would violate Section 7 of the Clayton Act, 15 U.S.C. 18. The proposed Final Judgment, filed at the same time as the Complaint, requires Reddy Ice to divest assets in California, Massachusetts, New York, Oregon, and Washington to preserve competition for packaged ice sold to retail chains, airlines, and airline caterers in local markets.
Copies of the Complaint, proposed Final Judgment, and Competitive Impact Statement are available for inspection on the Antitrust Division's website at *http://www.justice.gov/atr* and at the Office of the Clerk of the United States District Court for the District of Columbia. Copies of these materials may be obtained from the Antitrust Division upon request and payment of the copying fee set by Department of Justice regulations. Public comment is invited within 60 days of the date of this notice.
Such comments, including the name of the submitter, and responses thereto, will be posted on the Antitrust Division's website, filed with the Court, and, under certain circumstances, published in the **Federal Register** . Comments should be submitted in English and directed to Jill Maguire, Acting Chief, Healthcare and Consumer Products Section, Antitrust Division, Department of Justice, 450 Fifth Street NW, Suite 4100, Washington, DC 20530 (email address: *ATR.Public-Comments-Tunney-Act-MB@usdoj.gov* ).
Suzanne Morris, Deputy Director Civil Enforcement Operations, Antitrust Division. United States District Court for the District of Columbia *United States of America, United States Department of Justice, Antitrust Division, 450 Fifth Street NW, Suite 4100, Washington, DC 20530,* Plaintiff, v. *REDDY ICE LLC, 5710 LBJ Freeway, Suite 300, Dallas, TX 75240, STONE CANYON INDUSTRIES HOLDINGS, LP, 1875 Century Park East, Suite 320, Los Angeles, CA 90067,* and *CHILL PARENT HOLDCO, L.P., 1001 Pennsylvania Ave.
NW, Suite 220S, Washington, DC 20003* Defendants. Case No.: 1:26-cv-271-SLS Complaint Reddy Ice seeks to acquire Arctic Glacier, combining the largest two producers of packaged ice in certain parts of the United States where they both compete. This proposed acquisition threatens to eliminate substantial head-to-head competition and risks increasing prices for packaged ice paid by retail chains in Oregon, Washington, and Imperial and Riverside counties in California, and also by airlines and airline caterers in the New York City and Boston metropolitan areas.
The United States of America brings this civil action under Section 7 of the Clayton Act, 15 U.S.C. 18, to enjoin this anticompetitive merger. I. Introduction 1. Found at backyard cookouts and on cross-country flights, packaged (or bagged) ice is a staple of American life. Packaged ice producers sell packaged ice to national, regional, and multi-regional retail chains, airlines, and airline caterers, among other customers. These large ice purchasers require high-quality service from packaged ice producers.
Retail chains want ice reliably stocked in their stores, particularly during the summer months, and airlines need ice to serve their customers during in-flight beverage services. 2. Packaged ice producers, such as Reddy Ice and Arctic Glacier, deliver ice to their customers or customers' warehouses directly from their plants or distribution facilities. Reddy Ice and Arctic Glacier also contract with other ice producers, called co-packers, who manufacture and deliver ice to some of Reddy Ice's and Arctic Glacier's customers, typically to locations outside of Reddy Ice's and Arctic Glacier's facility footprints.
Working with co-packers can keep down the costs of transport, which can be high due to packaged ice's high volume and weight relative to its sales price, as well as the expense of fuel and refrigeration. 3. The packaged ice industry has undergone significant consolidation resulting in there being three large packaged ice producers—Reddy Ice, Arctic Glacier, and Home City Ice—having largely complementary footprints in the United States, although they do overlap in some geographic areas.
Reddy Ice's packaged ice facilities are located in the Southeast, South, and parts of the West and West Coast; Arctic Glacier's packaged ice facilities are located in the Northeast, parts of the Midwest, and on the West Coast; and Home City Ice's packaged ice facilities are located in the Midwest and in parts of the Mid-Atlantic and Southeast. 4. Competition between Reddy Ice and Arctic Glacier for the sale of packaged ice to large purchasers such as retail chains, airlines, and airline caterers has resulted in lower prices and better service for these customers.
The proposed acquisition would substantially lessen this competition, in violation of Section 7 of the Clayton Act, 15 U.S.C. 18, and should be enjoined. II. The Defendants and the Proposed Transaction 5. Reddy Ice is the largest producer of packaged ice in the United States with annual revenues of approximately $511 million. It is headquartered in Dallas, Texas, and is owned by Stone Canyon Industries Holdings, LP. The company sells packaged ice in 37 states and the District of Columbia.
It operates 100 ice manufacturing facilities and distribution facilities in the United States. Reddy Ice also owns approximately 2,320 in-store bagging machines that produce and package ice for retail chains like grocery stores and convenience stores. 6. Arctic Glacier is the third largest packaged ice producer in the United States with annual revenues of approximately $306 million. It has dual headquarters in Bala Cynwyd, Pennsylvania, and Winnipeg, Canada. Arctic Glacier's ultimate parent entity is Chill Parent Holdco, L.P., which the Carlyle Group owns.
Arctic Glacier sells its packaged ice in 19 states. It operates 57 ice manufacturing facilities and distribution facilities in the United States. 7. On July 3, 2025, Reddy Ice and Arctic Glacier executed a purchase agreement through which Reddy Ice will acquire Arctic Glacier for more than $126.4 million but less than $179.4 million. III. The Relevant Markets for Evaluating the Proposed Transaction 8. Commercial purchasers of packaged ice, such as large retail chains and other multi-location customers, strongly prefer to purchase from large producers with broad geographic footprints, such as Reddy Ice, Arctic Glacier, and Home City Ice.
These producers operate at scale and are uniquely capable of serving these multi-location retail chains and other customers because they each have large regional networks with dozens of manufacturing and distribution facilities. While there are hundreds of smaller local packaged ice producers, most have only a single facility and are therefore generally unable to compete for the business of multi-location customers. 9. Reddy Ice and Arctic Glacier compete for the sale of packaged ice in areas where they are both present, either with a manufacturing facility or through a co-packer.
In assessing the likely effects of this transaction, the relevant markets are best defined by the type and locations of the customers purchasing the packaged ice. Those markets include
(1)the sale of packaged ice to retail chains with stores in areas where the parties compete, and
(2)the sale of packaged ice to airlines and airline caterers in areas where the parties compete. A. The Sale of Packaged Ice to Retail Chains in Oregon, Washington, and Imperial and Riverside Counties in California Are Relevant Markets 10. The sale of packaged ice to retail chains is a relevant product market. There are no reasonable substitutes for packaged ice sold to retail chains. For most retail chains, alternative ways of procuring ice—such as ice vending machines and self-supply—are not viable due to cost, capacity, and space limitations. 11. Packaged ice producers negotiate individual prices with retail chains for delivery of packaged ice to multiple stores. Retail chains with stores in locations where the parties compete can therefore be targeted for price increases. Similarly situated retail chains can be grouped together for analytical convenience to assess the competitive effects of the transaction. The relevant geographic markets in which retail chains will likely be harmed by the proposed transaction are the locations of these similarly situated targetable customers in Oregon, Washington, and Imperial and Riverside counties in California. 12. Retail chains in these markets generally do not consider small and single-location packaged ice producers as viable options, so they often rely on large packaged ice producers with broad geographic footprints for packaged ice supply. Retail chains in these markets often prefer to contract with large packaged ice producers because they have the ability to serve stores across multiple geographies. Other reasons include volume discounts; proven ability to serve large customers; the administrative simplicity of fewer suppliers; and the ability of large packaged ice producers to supply back-up ice from alternative facilities. 13. A hypothetical monopolist supplier of packaged ice to retail chains in Oregon, Washington, and Imperial and Riverside counties in California would profitably increase prices by at least a small but significant non-transitory amount because retail chains in these areas have no practical alternative source of supply. Therefore, the sale of packaged ice to retail chains in Oregon, Washington, and Imperial and Riverside counties in California are relevant markets within the meaning of Section 7 of the Clayton Act. B. The Sale of Packaged Ice to Airlines and Airline Caterers in the Metropolitan Areas of Boston and New York City Are Relevant Markets 14. The sale of packaged ice to airlines and airline caterers is a relevant product market. There are no reasonable substitutes for packaged ice sold to airlines and airline caterers. Airlines and airline caterers buy packaged ice primarily to supply the ice used during in-flight beverage services. Unlike retail chains, most airlines and airline caterers purchase smaller, five-pound bags in heat-sealed bags, which require different machinery that many ice producers do not have, rather than the typical seven-pound (or larger) bags sold to retail chains. Ice vending machines and self-supply of packaged ice are not viable alternatives for most airlines and airline caterers due to cost, capacity, and space limitations. 15. Packaged ice producers negotiate individual prices with airlines and airline caterers for delivery to airports. Airlines and airline caterers in locations where the parties compete can therefore be targeted for price increases. Similarly situated airlines and airline caterers can be grouped together to assess the effects of the transaction. The relevant geographic markets in which airlines and airline caterers will likely be harmed by the proposed transaction are the locations of these similarly situated targetable customers in the metropolitan areas of Boston and New York City. 16. Airlines and airline caterers in these markets generally do not consider small, local packaged ice producers as viable options, so they rely mainly on large packaged ice producers capable of producing high volumes of five-pound heat-sealed bags for packaged ice supply. 17. A hypothetical monopolist supplier of packaged ice to airlines and airline caterers in the metropolitan areas of Boston and New York City would profitably increase prices by at least a small but significant non-transitory amount because airlines and airline caterers in these areas have no practical alternative source of supply. Therefore, the sale of packaged ice to airlines and airline caterers in these areas are relevant markets within the meaning of Section 7 of the Clayton Act. IV. Anticompetitive Effects of the Proposed Transaction 18. The proposed transaction would combine Reddy Ice and Arctic Glacier, the largest packaged ice producers capable of servicing, whether directly or through co-packers, most retail chains, airlines, and airline caterers in the relevant geographic markets. 19. In each of the relevant markets, Reddy Ice and Arctic Glacier compete head to head to sell packaged ice. Competition between them lowers prices and improves service in the relevant markets. Many customers solicit bids from packaged ice producers and select the bidder that offers the best combination of service quality and price. Even customers who use less formal procurement processes benefit from the competition between these two large producers on price and quality of service. 20. Smaller local ice producers are typically not invited to bid on business from retail chains, airlines, or airline caterers. These customers can usually arrange more convenient supply to all of their locations, nationally or regionally, by contracting with larger packaged ice producers such as Reddy Ice and Arctic Glacier. Many of these customers are also reluctant to incur the additional risks and administrative costs of adding contracts with untested small producers that can only deliver locally. 21. Because the proposed transaction would eliminate head-to-head competition between Reddy Ice and Arctic Glacier and leave retail chains, airlines, and airline caterers in the relevant markets with few, if any, competitive alternatives, it is likely to significantly lessen competition and lead to higher prices, reduced service quality, or both. V. Potential Entry or Expansion Would Not Offset Anticompetitive Effects 22. New entry and expansion by competitors are unlikely to be timely and sufficient to offset the proposed merger's likely anticompetitive effects. Barriers to entering the market at sufficient scale are high. Significant up-front capital is required to start a network of production facilities with the scale needed to meaningfully compete with the combined firm. There are also reputational barriers that prevent new entrants from replacing the lost competition between these large and established suppliers in a timely manner. 23. The proposed transaction is unlikely to generate verifiable, merger-specific efficiencies sufficient to reverse or outweigh the anticompetitive effects that are likely to occur as a result of the proposed transaction. VI. Jurisdiction and Venue 24. The United States brings this action pursuant to Section 15 of the Clayton Act, as amended, 15 U.S.C. 25, to prevent and restrain Defendants from violating Section 7 of the Clayton Act, as amended, 15 U.S.C. 18. 25. Defendants sell packaged ice in the flow of interstate commerce and their sale of the product substantially affects interstate commerce, including in this judicial district. This court therefore has subject matter jurisdiction over this action pursuant to Section 15 of the Clayton Act, 15 U.S.C. 25, and 28 U.S.C. 1331, 1337(a), and 1345. 26. Both Defendants transact business in this judicial district. Venue is therefore proper in this judicial district under 28 U.S.C. 1391(b) and (c). VII. Violation Alleged 27. The United States hereby incorporates the allegations of paragraphs 1 through 26 above as if set forth fully herein. 28. The effect of the proposed transaction may be substantially to lessen competition in interstate trade and commerce, in violation of Section 7 of the Clayton Act, 15 U.S.C. 18. 29. Unless enjoined, the proposed transaction would likely have the following anticompetitive effects, among others:
(a)Eliminating head-to-head competition between Defendants for packaged ice sold to retail chains, airlines, and airline caterers in the relevant markets;
(b)Substantially lessening competition generally for packaged ice sold to retail chains, airlines, and airline caterers in the relevant markets;
(c)Causing prices to be higher than they would be otherwise for packaged ice sold to retail chains, airlines, and airline caterers in the relevant markets; and
(d)Reducing choice and quality of service for customers purchasing packaged ice in the relevant markets. VIII. Request For Relief 30. The United States requests that this Court:
(a)Adjudge and decree that Reddy Ice's acquisition of Arctic Glacier is unlawful and violates Section 7 of the Clayton Act, 15 U.S.C. 18;
(b)Permanently enjoin and restrain Defendants and all persons acting on their behalf from consummating the proposed acquisition of Arctic Glacier by Reddy Ice, or from entering into or carrying out any contract, agreement, plan, or understanding, the effect of which would be to combine Arctic Glacier and Reddy Ice;
(c)Award the United States its costs for this action; and
(d)Award the United States such other and further relief as the Court deems just and proper. Dated: January 30, 2026 Respectfully submitted, FOR PLAINTIFF UNITED STATES OF AMERICA: ABIGAIL A. SLATER (D.C. Bar #90027189) *Assistant Attorney General* MARK H. HAMER (D.C. Bar #1048333) *Deputy Assistant Attorney General* GEORGE C. NIERLICH (D.C. Bar #1004528) *Acting Director of Civil Enforcement (Mergers)* JILL C. MAGUIRE (D.C. Bar #979595) *Acting Chief, Healthcare and Consumer Products Section* MEAGHAN GRIFFITH (D.C. Bar #1034228) *Acting Assistant Chief, Healthcare and Consumer Products Section* NATALIE MELADA* NICOLE CULLEN JUSTIN DEMPSEY (D.C. Bar #425976) DAVID GROSSMAN (D.C. Bar #1601691) CHRIS HONG BARRY JOYCE STELLA MARTIN (D.C. Bar #90029539) *Trial Attorneys* U.S. Department of Justice Antitrust Division Healthcare and Consumer Products Section 450 Fifth Street NW, Suite 4100 Washington, DC 20530 Tel.:
(202)705-9116 Email: *natalie.melada@usdoj.gov* * LEAD ATTORNEY TO BE NOTICED United States District Court for the District of Columbia *United States of America,* Plaintiff, v. *Reddy Ice LLC, Stone Canyon Industries Holdings, LP,* and *Chill Parent Holdco, L.P.,* Defendants. Case No.: 1:26-cv-271-SLS Proposed Final Judgment *Whereas,* Plaintiff, United States of America, filed its Complaint on January 30, 2026; *And whereas,* the United States and Defendants, Reddy Ice LLC, Stone Canyon Industries Holdings, LP, and Chill Parent Holdco, L.P., have consented to entry of this Final Judgment without the taking of testimony, without trial or adjudication of any issue of fact or law, and without this Final Judgment constituting any evidence against or admission by any party relating to any issue of fact or law; *And whereas,* Defendants agree to make certain divestitures and to undertake certain actions related to the divestitures to remedy the loss of competition alleged in the Complaint; *And whereas,* Defendants represent that the divestitures and other relief required by this Final Judgment can and will be made and that Defendants will not later raise a claim of hardship or difficulty as grounds for asking the Court to modify any provision of this Final Judgment; *Now therefore, it is ordered, adjudged, and decreed:* I. Jurisdiction The Court has jurisdiction over the subject matter of and each of the parties to this action. The Complaint states a claim upon which relief may be granted against Defendants under Section 7 of the Clayton Act (15 U.S.C. 18). II. Definitions As used in this Final Judgment: A. “Acquirer” or “Acquirers” means Columbia Basin Ice; Dee Zee Ice; Natuzzi Ice; Oregon Ice; San Diego Ice; or another entity or entities approved by the United States in its sole discretion to which Defendants divest the Divestiture Assets. B. “Acquirer of the California Divestiture Assets” means San Diego Ice or another entity approved by the United States in its sole discretion to which Defendants divest the California Divestiture Assets. C. “Acquirer of the Massachusetts Divestiture Assets” means Dee Zee Ice or another entity approved by the United States in its sole discretion to which Defendants divest the Massachusetts Divestiture Assets. D. “Acquirer of the New York Divestiture Assets” means Natuzzi Ice or another entity approved by the United States in its sole discretion to which Defendants divest the New York Divestiture Assets. E. “Acquirer of the Oregon Divestiture Assets” means Oregon Ice or another entity approved by the United States in its sole discretion to which Defendants divest the Oregon Divestiture Assets. F. “Acquirer of the Washington Divestiture Assets” means Columbia Basin Ice or another entity approved by the United States in its sole discretion to which Defendants divest the Washington Divestiture Assets. G. “Arctic Glacier” means Defendant Chill Parent Holdco, L.P., a limited partnership with its headquarters in Washington, DC and Chill Holdings, Inc., a Delaware corporation with its headquarters in Wilmington, DE, its successors and assigns, and its subsidiaries, divisions, groups, affiliates, partnerships, and joint ventures, and their directors, officers, managers, agents, and employees. H. “California Divestiture Assets” means all of Defendants' rights, titles, and interests in and to all property and assets, tangible and intangible, wherever located, relating to or used in connection with the manufacture and sale of packaged ice by Reddy Ice to customers and locations listed in Schedule 1 to this Final Judgment, except for the Excluded California Assets, including: 1. the lease effective August 21, 2017, between Shaba Investments, Inc. (formerly Leslie Whitted and Robert Whitted) and Reddy Ice LLC (formerly Reddy Ice Corporation) for the premises located at 462 North 8th Street, Brawley, CA 92227; 2. any real property, including fee simple interests, real property leasehold interests and renewal rights thereto, improvements to real property, and options to purchase any adjoining or other property, together with all buildings, facilities, and other structures; 3. all tangible personal property, including fixed assets, machinery and manufacturing equipment, tools, vehicles, inventory, materials, office equipment and furniture, computer hardware, and supplies; 4. all ice merchandisers provided to customers listed in Schedule 1 to this Final Judgment as of California Divestiture Date; 5. all contracts, contractual rights, and customer relationships, and all other agreements, commitments, and understandings, including all pending sales and purchase orders for goods that have not yet been delivered as of California Divestiture Date, agreements with suppliers, manufacturers, distributors, co-packers, and retailers, and leases, and all outstanding offers or solicitations to enter into similar arrangements; 6. all licenses, permits, certifications, approvals, consents, registrations, waivers, and authorizations, including those issued or granted by any governmental organization, and all pending applications or renewals; and 7. all records and data, including
(a)customer lists, locations, contact information, accounts, sales, and credit records for customers listed in Schedule 1 to this Final Judgment,
(b)production, repair, maintenance, and performance records, and
(c)manuals and technical information Defendants provide to their own employees, customers, suppliers, agents, or licensees. I. “California Divestiture Date” means the date on which the California Divestiture Assets are divested to Acquirer of the California Divestiture Assets pursuant to this Final Judgment. J. “California Personnel” means all full-time, part-time, or contract employees of Reddy Ice, wherever located, who worked at a facility in the California Divestiture Assets, at any time between January 1, 2026, and California Divestiture Date. The United States, in its sole discretion, will resolve any disagreement relating to which employees are California Personnel. K. “Columbia Basin Ice” means Columbia Basin Ice, LLC, a Washington limited liability corporation with its headquarters in Kennewick, WA, its successors and assigns, and its subsidiaries, divisions, groups, affiliates, partnerships, and joint ventures, and their directors, officers, managers, agents, and employees. L. “Dee Zee Ice” means Dee Zee Ice, LLC, a Connecticut limited liability corporation doing business as Diamond Ice with its headquarters in Southington, CT, its successors and assigns, and its subsidiaries, divisions, groups, affiliates, partnerships, and joint ventures, and their directors, officers, managers, agents, and employees. M. “Divestiture Assets” means the California Divestiture Assets, the Massachusetts Divestiture Assets, the New York Divestiture Assets, the Oregon Divestiture Assets, and the Washington Divestiture Assets. N. “Divestiture Date” means the date on which the Divestiture Assets are divested to Acquirers pursuant to this Final Judgment. O. “Excluded California Assets” means ISB Assets; contracts of insurance, including any prepayments of premiums and cash surrender values, and all insurance proceeds or claims made by Defendants relating to property or equipment repaired, replaced, or restored by Defendants prior to California Divestiture Date; all rights of Defendants to any claims, causes of action, avoidance actions, or similar rights held by Defendants arising prior to California Divestiture Date; all cash and cash equivalents of Defendants on hand and/or in banks held by Defendants as of California Divestiture Date; any prepayment of taxes and other amounts and any right to any tax refund or credit applicable to the California Divestiture Assets arising prior to California Divestiture Date or attributable to a pre-California Divestiture Date period; all accounts receivable or notes receivable for services performed by Defendants in connection with the operation of California Divestiture Assets prior to California Divestiture Date, including unbilled accounts receivable prior to California Divestiture Date; any records, documents, or other information unrelated to California Personnel; any intellectual property of Defendants or their affiliates, including any rights in the “Reddy Ice” name or any deviations thereof; and any corporate records, governing documents, minutes and stock record books, tax returns and corporate seals of Defendants unrelated to California Divestiture Assets. P. “Excluded Massachusetts Assets” means ISB Assets; contracts of insurance, including any prepayments of premiums and cash surrender values, and all insurance proceeds or claims made by Defendants relating to property or equipment repaired, replaced, or restored by Defendants prior to Massachusetts Divestiture Date; all rights of Defendants to any claims, causes of action, avoidance actions, or similar rights held by Defendants arising prior to Massachusetts Divestiture Date; all cash and cash equivalents of Defendants on hand and/or in banks held by Defendants as of Massachusetts Divestiture Date; any prepayment of taxes and other amounts and any right to any tax refund or credit applicable to the Massachusetts Divestiture Assets arising prior to Massachusetts Divestiture Date or attributable to a pre-Massachusetts Divestiture Date period; all accounts receivable or notes receivable for services performed by Defendants in connection with the operation of Massachusetts Divestiture Assets prior to Massachusetts Divestiture Date, including unbilled accounts receivable prior to Massachusetts Divestiture Date; any intellectual property of Defendants or their affiliates, including any rights in the “Reddy Ice” name or any deviations thereof; and any corporate records, governing documents, minutes and stock record books, tax returns and corporate seals of Defendants unrelated to the Massachusetts Divestiture Assets. Q. “Excluded New York Assets” means ISB Assets; contracts of insurance, including any prepayments of premiums and cash surrender values, and all insurance proceeds or claims made by Defendants relating to property or equipment repaired, replaced, or restored by Defendants prior to New York Divestiture Date; all rights of Defendants to any claims, causes of action, avoidance actions, or similar rights held by Defendants arising prior to New York Divestiture Date; all cash and cash equivalents of Defendants on hand and/or in banks held by Defendants as of New York Divestiture Date; any prepayment of taxes and other amounts and any right to any tax refund or credit applicable to the New York Divestiture Assets arising prior to New York Divestiture Date or attributable to a pre-New York Divestiture Date period; all accounts receivable or notes receivable for services performed by Defendants in connection with the operation of New York Divestiture Assets prior to New York Divestiture Date, including unbilled accounts receivable prior to New York Divestiture Date; any intellectual property of Defendants or their affiliates, including any rights in the “Reddy Ice” name or any deviations thereof; and any corporate records, governing documents, minutes and stock record books, tax returns and corporate seals of Defendants unrelated to New York Divestiture Assets. R. “Excluded Oregon Assets” means ISB Assets; contracts of insurance, including any prepayments of premiums and cash surrender values, and all insurance proceeds or claims made by Defendants relating to property or equipment repaired, replaced, or restored by Defendants prior to Oregon Divestiture Date; all rights of Defendants to any claims, causes of action, avoidance actions, or similar rights held by Defendants arising prior to Oregon Divestiture Date; all cash and cash equivalents of Defendants on hand and/or in banks held by Defendants as of Oregon Divestiture Date; any prepayment of taxes and other amounts and any right to any tax refund or credit applicable to the Oregon Divestiture Assets arising prior to Oregon Divestiture Date or attributable to a pre-Oregon Divestiture Date period; all accounts receivable or notes receivable for services performed by Defendants in connection with the operation of Oregon Divestiture Assets prior to Oregon Divestiture Date, including unbilled accounts receivable prior to Oregon Divestiture Date; any records, documents, or other information unrelated to Oregon Personnel; any intellectual property of Defendants or their affiliates, including any rights in the “Reddy Ice” name or any deviations thereof; and any corporate records, governing documents, minutes and stock record books, tax returns and corporate seals of Defendants unrelated to the Oregon Divestiture Assets. S. “Excluded Washington Assets” means ISB Assets; contracts of insurance, including any prepayments of premiums and cash surrender values, and all insurance proceeds or claims made by Defendants relating to property or equipment repaired, replaced, or restored by Defendants prior to Washington Divestiture Date; all rights of Defendants to any claims, causes of action, avoidance actions, or similar rights held by Defendants arising prior to Washington Divestiture Date; all cash and cash equivalents of Defendants on hand and/or in banks held by Defendants as of Washington Divestiture Date; any prepayment of taxes and other amounts and any right to any tax refund or credit applicable to the Washington Divestiture Assets arising prior to Washington Divestiture Date or attributable to a pre-Washington Divestiture Date period; all accounts receivable or notes receivable for services performed by Defendants in connection with the operation of Washington Divestiture Assets prior to Washington Divestiture Date, including unbilled accounts receivable prior to Washington Divestiture Date; any records, documents, or other information unrelated to Washington Personnel; any intellectual property of Defendants or their affiliates, including any rights in the “Reddy Ice” name or any deviations thereof; and any corporate records, governing documents, minutes and stock record books, tax returns and corporate seals of Defendants unrelated to Washington Divestiture Assets. T. “Ice merchandiser” means a commercial refrigeration unit designed to store and display ice at a customer location. U. “Including” means including, but not limited to. V. “In-Store Bagging Asset” or “ISB Asset” means an automated, self-contained machine that produces and packages (fills and seals) bags of packaged ice at a customer location. W. “Massachusetts Divestiture Assets” means all of Defendants' rights, titles, and interests in and to all property and assets, tangible and intangible, wherever located, relating to or used in connection with the manufacture and sale of packaged ice to customers and locations listed in Schedule 2 to this Final Judgment, except for the Excluded Massachusetts Assets, including: 1. all contracts, contractual rights, and customer relationships, and all other agreements, commitments, and understandings, including all pending sales and purchase orders for goods that have not yet been delivered as of Massachusetts Divestiture Date, agreements with suppliers, manufacturers, distributors, co-packers, and retailers, and all outstanding offers or solicitations to enter into similar arrangements; 2. all records and data, including
(a)customer lists, locations, contact information, accounts, sales, and credit records for customers listed in Schedule 2 to this Final Judgment,
(b)production, repair, maintenance, and performance records,
(c)manuals and technical information Defendants provide to their own employees, customers, suppliers, agents, or licensees; and 3. all ice merchandisers provided to customers listed in Schedule 2 to this Final Judgment as of Massachusetts Divestiture Date. X. “Massachusetts Divestiture Date” means the date on which the Massachusetts Divestiture Assets are divested to Acquirer of the Massachusetts Divestiture Assets pursuant to this Final Judgment. Y. “Natuzzi Ice” means Natuzzi Ice, Inc., a New York corporation with its headquarters in Springfield Gardens, NY, its successors and assigns, and its subsidiaries, divisions, groups, affiliates, partnerships, and joint ventures, and their directors, officers, managers, agents, and employees. Z. “New York Divestiture Assets” means all of Defendants' rights, titles, and interests in and to all property and assets, tangible and intangible, wherever located, relating to or used in connection with the manufacture and sale of packaged ice to customers and locations listed in Schedule 3 to this Final Judgment, except for the Excluded New York Assets, including: 1. all contracts, contractual rights, and customer relationships, and all other agreements, commitments, and understandings, including all pending sales and purchase orders for goods that have not yet been delivered as of New York Divestiture Date, agreements with suppliers, manufacturers, distributors, co-packers, and retailers, and all outstanding offers or solicitations to enter into similar arrangements; 2. all records and data, including
(a)customer lists, locations, contact information, accounts, sales, and credit records for customers listed in Schedule 3 to this Final Judgment,
(b)production, repair, maintenance, and performance records,
(c)manuals and technical information Defendants provide to their own employees, customers, suppliers, agents, or licensees; and 3. all ice merchandisers provided to customers listed in Schedule 3 to this Final Judgment as of New York Divestiture Date. AA. “New York Divestiture Date” means the date on which the New York Divestiture Assets are divested to Acquirer of the New York Divestiture Assets pursuant to this Final Judgment. BB. “Oregon Divestiture Assets” means all of Defendants' rights, titles, and interests in and to all property and assets, tangible and intangible, wherever located, relating to or used in connection with the manufacture and sale of packaged ice to customers and locations listed in Schedule 4 to this Final Judgment, except for the Excluded Oregon Assets, including: 1. all contracts, contractual rights, and customer relationships, and all other agreements, commitments, and understandings, including all pending sales and purchase orders for goods that have not yet been delivered as of Oregon Divestiture Date, agreements with suppliers, manufacturers, distributors, co-packers, and retailers, and all outstanding offers or solicitations to enter into similar arrangements; 2. all records and data, including
(a)customers lists, locations, contact information, accounts, sales and credit records for customers listed in Schedule 4 to this Final Judgment,
(b)production, repair, maintenance, and performance records,
(c)manuals and technical information Defendants provide to their own employees, customers, suppliers, agents, or licensees; and 3. all ice merchandisers provided to customers listed in Schedule 4 to this Final Judgment as of Oregon Divestiture Date. CC. “Oregon Divestiture Date” means the date on which the Oregon Divestiture Assets are divested to Acquirer of the Oregon Divestiture Assets pursuant to this Final Judgment. DD. “Oregon Ice” means Oregon Ice Company, LLC, an Oregon limited liability corporation with its headquarters in Kennewick, WA, its successors and assigns, and its subsidiaries, divisions, groups, affiliates, partnerships, and joint ventures, and their directors, officers, managers, agents, and employees. EE. “Oregon Personnel” means all full-time, part-time, or contract employees of Reddy Ice, wherever located, whose job responsibilities relate to ISB Assets and ice merchandisers in the Oregon Divestiture Assets, at any time between January 1, 2026, and Oregon Divestiture Date. The United States, in its sole discretion, will resolve any disagreement relating to which employees are Oregon Personnel. FF. “Packaged ice” means ice packaged in bags sold for human consumption or other use. GG. “Reddy Ice” means Reddy Ice LLC, a Nevada limited liability corporation with its headquarters in Dallas, TX, its successors and assigns, and its subsidiaries, divisions, groups, affiliates, partnerships, and joint ventures (but excluding the Excluded Affiliates), and their directors, officers, managers, agents, and employees. HH. “San Diego Ice” means San Diego Ice Company, Inc., a California corporation doing business as San Diego Ice Company and California Ice Company, with its headquarters in San Diego, CA, its successors and assigns, and its subsidiaries, divisions, groups, affiliates, partnerships, and joint ventures, and their directors, officers, managers, agents, and employees. II. “Stone Canyon” means Stone Canyon Industries Holdings, LP, a Delaware limited partnership with its headquarters in Los Angeles, CA, its successors and assigns, and its directors, officers, managers, agents, and employees; *provided, however,* that, except for Reddy Ice and its subsidiaries, “Stone Canyon” does not include, and no provision of this Final Judgment applies to:
(a)any direct or indirect portfolio companies of investment funds advised or managed by Stone Canyon or any of its affiliates; or
(b)any fund associated with Stone Canyon or its affiliates (collectively, the “Excluded Affiliates”). JJ. “Washington Divestiture Assets” means all of Defendants' rights, titles, and interests in and to all property and assets, tangible and intangible, wherever located, relating to or used in connection with the manufacture and sale of packaged ice by Reddy Ice to customers and locations listed in Schedule 5 to this Final Judgment, except for the Excluded Washington Assets, including: 1. the leases and subleases between Grosso Investments Mukilteo L.L.C. and Reddy Ice LLC for the premises located at 11431 Cyrus Way, Mukilteo, WA 98275, Grosso Enterprises Tacoma L.L.C. and Reddy Ice LLC for the premises located at 9625 32nd Avenue Court South, Lakewood, WA 98499, and Mike Stafford and Reddy Ice LLC for the premises located at 4427 West Industrial Loop, Coeur d'Alene, ID 83815; 2. any real property, including fee simple interests, real property leasehold interests and renewal rights thereto, improvements to real property, and options to purchase any adjoining or other property, together with all buildings, facilities, and other structures; 3. all ice merchandisers provided to customers listed in Schedule 5 to this Final Judgment as of Washington Divestiture Date; 4. all tangible personal property, including fixed assets, machinery and manufacturing equipment, tools, vehicles, inventory, materials, office equipment and furniture, computer hardware, and supplies; 5. all contracts, contractual rights, and customer relationships, and all other agreements, commitments, and understandings, including all pending sales orders and purchase orders for goods that have not yet been delivered as of Washington Divestiture Date, agreements with suppliers, manufacturers, co-packers, and retailers, leases, and all outstanding offers or solicitations to enter into similar arrangements; 6. all licenses, permits, certifications, approvals, consents, registrations, waivers, and authorizations, including those issued or granted by any governmental organization, and all pending applications or renewals; and 7. all records and data, including
(a)customer lists, locations, contact information, accounts, sales, and credit records for customers listed in Schedule 5 to this Final Judgment,
(b)production, repair, maintenance, and performance records,
(c)manuals and technical information Defendants provide to their own employees, customers, suppliers, agents, or licensees. KK. “Washington Divestiture Date” means the date on which the Washington Divestiture Assets are divested to Acquirer of the Washington Divestiture Assets pursuant to this Final Judgment. LL. “Washington Personnel” means all full-time, part-time, or contract employees of Reddy Ice, wherever located, who worked at a facility in the Washington Divestiture Assets, at any time between January 1, 2026, and Washington Divestiture Date. The United States, in its sole discretion, will resolve any disagreement relating to which employees are Washington Personnel. III. Applicability A. This Final Judgment applies to Reddy Ice and Arctic Glacier, as defined above, and all other persons in active concert or participation with any Defendant who receive actual notice of this Final Judgment. B. If, prior to complying with Section IV, Section V, Section VI, Section VII, and Section VIII of this Final Judgment, Defendants sell or otherwise dispose of all or substantially all of their assets or of business units that include any Divestiture Assets, Defendants must require any purchaser to be bound by the provisions of this Final Judgment. Defendants need not obtain such an agreement from Acquirers. IV. Divestiture of California Divestiture Assets A. Defendants are ordered and directed, within 30 calendar days after the Court's entry of the Asset Preservation/Hold Separate Stipulation and Order in this matter, to
(1)divest the California Divestiture Assets in a manner consistent with this Final Judgment to San Diego Ice or another Acquirer acceptable to the United States, in its sole discretion, and
(2)sever any existing manufacture, distribution, or co-pack agreement between Defendants and Acquirer of the California Divestiture Assets. The United States, in its sole discretion, may agree to one or more extensions of this time period not to exceed 60 calendar days in total and will notify the Court of any extensions. B. For all contracts, agreements, and customer relationships (or portions of such contracts, agreements, and customer relationships) included in the California Divestiture Assets, Defendants must assign or otherwise transfer all contracts, agreements, and customer relationships for customers and locations listed in Schedule 1 to this Final Judgment to Acquirer of the California Divestiture Assets within the deadlines set forth in Paragraph IV.A. of this Final Judgment; *provided, however,* that for any contract or agreement that requires the consent of another party to assign or otherwise transfer, Defendants must use best efforts to accomplish the assignment or transfer. Defendants must not interfere with any negotiations between Acquirer of the California Divestiture Assets and a contracting party. C. Defendants must use best efforts to divest the California Divestiture Assets as expeditiously as possible. Defendants must take no action that would jeopardize the completion of the divestiture ordered by the Court, including any action to impede the permitting, operation, or divestiture of the California Divestiture Assets. D. Unless the United States otherwise consents in writing, divestiture pursuant to this Final Judgment must include the entire California Divestiture Assets and must be accomplished in such a way as to satisfy the United States, in its sole discretion, that the California Divestiture Assets can and will be used by Acquirer of the California Divestiture Assets as part of a viable, ongoing business of the manufacture and sale of packaged ice and that the divestiture to Acquirer of the California Divestiture Assets will remedy the competitive harm alleged in the Complaint. E. The divestiture of the California Divestiture Assets must be made to an Acquirer that, in the United States' sole judgment, has the intent and capability, including the necessary managerial, operational, technical, and financial capability, to compete effectively in the manufacture and sale of packaged ice. F. The divestiture of the California Divestiture Assets must be accomplished in a manner that satisfies the United States, in its sole discretion, that none of the terms of any agreement between Acquirer of the California Divestiture Assets and Defendants give Defendants the ability unreasonably to raise costs for Acquirer of the California Divestiture Assets, to lower efficiency of Acquirer of the California Divestiture Assets, or otherwise interfere in the ability of Acquirer of the California Divestiture Assets to compete effectively in the manufacture and sale of packaged ice. G. In the event Defendants are attempting to divest the California Divestiture Assets to an Acquirer other than San Diego Ice, Defendants promptly must make known, by usual and customary means, the availability of the California Divestiture Assets. Defendants must inform any person making an inquiry relating to a possible purchase of the California Divestiture Assets that the California Divestiture Assets are being divested in accordance with this Final Judgment and must provide that person with a copy of this Final Judgment. Defendants must offer to furnish to all prospective Acquirers of the California Divestiture Assets, subject to customary confidentiality assurances, all information and documents relating to the California Divestiture Assets that are customarily provided in a due diligence process; *provided, however,* that Defendants need not provide information or documents subject to the attorney-client privilege or work-product doctrine. Defendants must make all information and documents available to the United States at the same time that the information and documents are made available to any other person. H. Defendants must provide prospective Acquirers of the California Divestiture Assets with
(1)access to make inspections of the California Divestiture Assets;
(2)access to all environmental, zoning, and other permitting documents and information relating to the California Divestiture Assets; and
(3)access to all financial, operational, or other documents and information relating to the California Divestiture Assets that would customarily be provided as part of a due diligence process. Defendants also must disclose all encumbrances on any part of the California Divestiture Assets, including on intangible property. I. Defendants must cooperate with and assist Acquirer of the California Divestiture Assets in identifying and, at the option of Acquirer of the California Divestiture Assets, hiring all California Personnel, including: 1. Within 10 business days following the entry of the Asset Preservation/Hold Separate Stipulation and Order in this matter, Defendants must identify all California Personnel to Acquirer of the California Divestiture Assets and the United States, including by providing organization charts covering all California Personnel. 2. Within 10 business days following receipt of a request by Acquirer of the California Divestiture Assets, the United States, or the monitor, Defendants must provide to Acquirer of the California Divestiture Assets, the United States, or the monitor additional information relating to California Personnel, including name, job title, reporting relationships, past experience, responsibilities, training and educational histories, relevant certifications, and job performance evaluations. Defendants must also provide to Acquirer of the California Divestiture Assets, the United States, or the monitor information relating to current and accrued compensation and benefits of California Personnel, including most recent bonuses paid, aggregate annual compensation, current target or guaranteed bonus, if any, any retention agreement or incentives, and any other payments due, compensation or benefits accrued, or promises made to the California Personnel. If Defendants are barred by any applicable law from providing any of this information, Defendants must provide, within 10 business days following receipt of the request, the requested information to the full extent permitted by law and also must provide a written explanation of Defendants' inability to provide the remaining information, including specifically identifying the provisions of the applicable laws. 3. At the request of Acquirer of the California Divestiture Assets, Defendants must promptly make California Personnel available for private interviews with Acquirer of the California Divestiture Assets during normal business hours at a mutually agreeable location. 4. Defendants must not interfere with any effort by Acquirer of the California Divestiture Assets to employ any California Personnel. Interference includes offering to increase the compensation or improve the benefits of California Personnel unless
(a)the offer is part of a company-wide increase in compensation or improvement in benefits that was announced prior to January 1, 2026 or
(b)the offer is approved by the United States in its sole discretion. Defendants' obligations under this Paragraph IV.I.4. of this Final Judgment will expire 180 calendar days after California Divestiture Date. 5. For California Personnel who elect employment with Acquirer of the California Divestiture Assets within 180 calendar days of California Divestiture Date, Defendants must waive all non-compete and non-disclosure agreements; vest and pay to the California Personnel (or to Acquirer of the California Divestiture Assets for payment to the employee) on a prorated basis any bonuses, incentives, other salary, benefits, or other compensation fully or partially accrued at the time of the transfer of the employee to Acquirer of the California Divestiture Assets; vest any unvested pension and other equity rights; and provide all other benefits that those California Personnel otherwise would have been provided had the California Personnel continued employment with Defendants, including any retention bonuses or payments. Defendants may maintain reasonable restrictions on disclosure by California Personnel of Defendants' proprietary non-public information that is unrelated to the California Divestiture Assets and not otherwise required to be disclosed by this Final Judgment. 6. Non-Solicitation: For a period of six months from California Divestiture Date, Defendants may not solicit to re-hire California Personnel who were hired by Acquirer of the California Divestiture Assets unless
(a)an individual is terminated or laid off by Acquirer of the California Divestiture Assets or
(b)Acquirer of the California Divestiture Assets agrees in writing that Defendants may solicit to re-hire that individual. Nothing in this Paragraph IV.I.6. prohibits Defendants from advertising employment openings using general solicitations or advertisements and re-hiring California Personnel who apply for an employment opening through a general solicitation or advertisement. J. Defendants must warrant to Acquirer of the California Divestiture Assets that
(1)the California Divestiture Assets will be operational and without material defect on the date of their transfer to Acquirer of the California Divestiture Assets;
(2)there are no material defects in the environmental, zoning, or other permits relating to the operation of the California Divestiture Assets; and
(3)Defendants have disclosed all encumbrances on any part of the California Divestiture Assets, including on intangible property. Following the sale of the California Divestiture Assets, Defendants must not undertake, directly or indirectly, challenges to the environmental, zoning, or other permits relating to the operation of the California Divestiture Assets. K. Defendants must use best efforts to assist Acquirer of the California Divestiture Assets to obtain all necessary licenses, registrations, and permits to operate the California Divestiture Assets. Until Acquirer of the California Divestiture Assets obtains the necessary licenses, registrations, and permits, Defendants must provide Acquirer of the California Divestiture Assets with the benefit of Defendants' licenses, registrations, and permits to the full extent permissible by law. L. Supply Contracts: At the option of Acquirer of the California Divestiture Assets, and subject to approval by the United States in its sole discretion, on or before California Divestiture Date, Defendants must enter into a supply contract or contracts for packaged ice sufficient to meet the needs of Acquirer of the California Divestiture Assets to supply packaged ice to the customers and locations listed in Schedule 1 to this Final Judgment, as determined by Acquirer of the California Divestiture Assets, for a period of up to one year, on terms and conditions reasonably related to market conditions for the supply of packaged ice. At the option of Acquirer of the California Divestiture Assets, subject to approval by the United States in its sole discretion, Defendants must enter into one or more extensions of any such contract for the supply of packaged ice, on terms and conditions reasonably related to market conditions for the supply of packaged ice, for a total of up to an additional two years. Any amendment to or modification of any provision of any such supply contract or supply contract extension is subject to approval by the United States, in its sole discretion. If Acquirer of the California Divestiture Assets seeks an extension of the term of any supply contract, Defendants must notify the United States in writing at least 90 calendar days prior to the date the supply contract expires. Acquirer of the California Divestiture Assets may terminate a supply contract (including an extension of a supply contract), or any portion of a supply contract (including a portion of an extension of a supply contract), without cost or penalty upon 30 calendar days written notice. M. Transition Services: At the option of Acquirer of the California Divestiture Assets, and subject to approval by the United States in its sole discretion, on or before California Divestiture Date, Defendants must enter into a contract to provide transition services for back office, accounting, invoicing, customer service, employee health and safety, and information technology services and support for a period of up to 180 calendar days on terms and conditions reasonably related to market conditions for the provision of the transition services. At the option of Acquirer of the California Divestiture Assets, subject to approval by the United States in its sole discretion, Defendants must enter into one or more extensions of any such contracts for a total of up to an additional 180 calendar days, on terms and conditions reasonably related to market conditions for the provision of the transition services. Any amendment to or modification of any transition services contract or extension to a transition services contract is subject to approval by the United States, in its sole discretion. If Acquirer of the California Divestiture Assets seeks an extension of the term of any contract for transition services, Defendants must notify the United States in writing at least 30 calendar days prior to the date the contract expires. Acquirer of the California Divestiture Assets may terminate a contract (including an extension) for transition services, or any portion of a contract (including an extension) for transition services, without cost or penalty upon 30 calendar days written notice. The employees of Defendants tasked with providing transition services to Acquirer of the California Divestiture Assets must not share any competitively sensitive information of Acquirer of the California Divestiture Assets with any other employee of Defendants. N. Non-Compete: For a period of one year following California Divestiture Date, Defendants must not sell any packaged ice to customers listed in Schedule 1 to this Final Judgment. O. No Customer Solicitation: For a period of three years following California Divestiture Date, Defendants must not initiate customer-specific communications to solicit any customer for the portion of that customer's business covered by a contract, agreement, or relationship (or portion thereof) that is included in Schedule 1 to this Final Judgment; *provided, however,* that
(1)starting one year following California Divestiture Date, Defendants may respond to inquiries initiated by customers and enter into negotiations at the request of such customers (including responding to requests for quotation or proposal) to supply any business, whether or not such business was included in the California Divestiture Assets; and
(2)Defendants must maintain a log of telephonic, electronic, in-person, and other communications that constitute inquiries or requests from customers included in the California Divestiture Assets and make it available to the United States or the monitor for inspection upon request. P. If any term of an agreement between Defendants and Acquirer of the California Divestiture Assets, including an agreement to effectuate the divestiture required by this Final Judgment, varies from a term of this Final Judgment, to the extent that Defendants cannot fully comply with both, this Final Judgment determines Defendants' obligations. V. Divestiture of Massachusetts Divestiture Assets A. Defendants are ordered and directed, within 30 calendar days after the Court's entry of the Asset Preservation/Hold Separate Stipulation and Order in this matter, to
(1)divest the Massachusetts Divestiture Assets in a manner consistent with this Final Judgment to Dee Zee Ice or another Acquirer acceptable to the United States, in its sole discretion, and
(2)sever any existing manufacture, distribution, or co-pack agreement between Defendants and Acquirer of the Massachusetts Divestiture Assets. The United States, in its sole discretion, may agree to one or more extensions of this time period not to exceed 60 calendar days in total and will notify the Court of any extensions. B. For all contracts, agreements, and customer relationships (or portions of such contracts, agreements, and customer relationships) included in the Massachusetts Divestiture Assets, Defendants must assign or otherwise transfer all contracts, agreements, and customer relationships for customers and locations listed in Schedule 2 to this Final Judgment to Acquirer of the Massachusetts Divestiture Assets within the deadlines set forth in Paragraph V.A. of this Final Judgment; *provided, however,* that for any contract or agreement that requires the consent of another party to assign or otherwise transfer, Defendants must use best efforts to accomplish the assignment or transfer. Defendants must not interfere with any negotiations between Acquirer of the Massachusetts Divestiture Assets and a contracting party. C. Defendants must use best efforts to divest the Massachusetts Divestiture Assets as expeditiously as possible. Defendants must take no action that would jeopardize the completion of the divestiture ordered by the Court, including any action to impede the permitting, operation, or divestiture of the Massachusetts Divestiture Assets. D. Unless the United States otherwise consents in writing, divestiture pursuant to this Final Judgment must include the entire Massachusetts Divestiture Assets and must be accomplished in such a way as to satisfy the United States, in its sole discretion, that the Massachusetts Divestiture Assets can and will be used by Acquirer of the Massachusetts Divestiture Assets as part of a viable, ongoing business of the manufacture and sale of packaged ice and that the divestiture to Acquirer of the Massachusetts Divestiture Assets will remedy the competitive harm alleged in the Complaint. E. The divestiture of the Massachusetts Divestiture Assets must be made to an Acquirer that, in the United States' sole judgment, has the intent and capability, including the necessary managerial, operational, technical, and financial capability, to compete effectively in the manufacture and sale of packaged ice. F. The divestiture of the Massachusetts Divestiture Assets must be accomplished in a manner that satisfies the United States, in its sole discretion, that none of the terms of any agreement between Acquirer of the Massachusetts Divestiture Assets and Defendants give Defendants the ability unreasonably to raise costs for Acquirer of the Massachusetts Divestiture Assets, to lower efficiency of Acquirer of the Massachusetts Divestiture Assets, or otherwise interfere in the ability of Acquirer of the Massachusetts Divestiture Assets to compete effectively in the manufacture and sale of packaged ice. G. In the event Defendants are attempting to divest the Massachusetts Divestiture Assets to an Acquirer other than Dee Zee Ice, Defendants promptly must make known, by usual and customary means, the availability of the Massachusetts Divestiture Assets. Defendants must inform any person making an inquiry relating to a possible purchase of the Massachusetts Divestiture Assets that the Massachusetts Divestiture Assets are being divested in accordance with this Final Judgment and must provide that person with a copy of this Final Judgment. Defendants must offer to furnish to all prospective Acquirers of the Massachusetts Divestiture Assets, subject to customary confidentiality assurances, all information and documents relating to the Massachusetts Divestiture Assets that are customarily provided in a due diligence process; *provided, however,* that Defendants need not provide information or documents subject to the attorney-client privilege or work-product doctrine. Defendants must make all information and documents available to the United States at the same time that the information and documents are made available to any other person. H. Defendants must provide prospective Acquirers of the Massachusetts Divestiture Assets with
(1)access to make inspections of the Divestiture Assets; and
(2)access to all financial, operational, or other documents and information relating to the Massachusetts Divestiture Assets that would customarily be provided as part of a due diligence process. Defendants also must disclose all encumbrances on any part of the Massachusetts Divestiture Assets, including on intangible property. I. Defendants must warrant to Acquirer of the Massachusetts Divestiture Assets that
(1)the Massachusetts Divestiture Assets will be operational and without material defect on the date of their transfer to Acquirer of the Massachusetts Divestiture Assets and
(2)Defendants have disclosed all encumbrances on any part of the Massachusetts Divestiture Assets, including on intangible property. J. Supply Contracts: At the option of Acquirer of the Massachusetts Divestiture Assets, and subject to approval by the United States in its sole discretion, on or before Massachusetts Divestiture Date, Defendants must enter into a supply contract or contracts for packaged ice sufficient to meet the needs of Acquirer of the Massachusetts Divestiture Assets to supply packaged ice to the customers and locations listed in Schedule 2 to this Final Judgment, as determined by Acquirer of the Massachusetts Divestiture Assets, for a period of up to one year, for the supply of packaged ice on terms and conditions reasonably related to market conditions for the supply of packaged ice. At the option of Acquirer of the Massachusetts Divestiture Assets, subject to approval by the United States in its sole discretion, Defendants must enter into one or more extensions of any such contracts for packaged ice, on terms and conditions reasonably related to market conditions for the supply of packaged ice, for a total of up to two years. Any amendment to or modification of any provision of any such supply contract or supply contract extension is subject to approval by the United States, in its sole discretion. If Acquirer of the Massachusetts Divestiture Assets seeks an extension of the term of any supply contract, Defendants must notify the United States in writing at least 90 calendar days prior to the date the supply contract expires. Acquirer of the Massachusetts Divestiture Assets may terminate a supply contract (including an extension of a supply contract), or any portion of a supply contract (including a portion of an extension of a supply contract), without cost or penalty upon 30 calendar days written notice. K. Transition Services: At the option of Acquirer of the Massachusetts Divestiture Assets, and subject to approval by the United States in its sole discretion, on or before Massachusetts Divestiture Date, Defendants must enter into a contract to provide transition services for back office, accounting, invoicing, customer service, and information technology services and support for a period of up to 180 calendar days on terms and conditions reasonably related to market conditions for the provision of the transition services. At the option of Acquirer of the Massachusetts Divestiture Assets, subject to approval by the United States in its sole discretion, Defendants must enter into one or more extensions of any such contracts for a total of up to an additional 180 calendar days, on terms and conditions reasonably related to market conditions for the provision of the transition services. Any amendment to or modification of any transition services contract or extension to a transition services contract is subject to approval by the United States, in its sole discretion. If Acquirer of the Massachusetts Divestiture Assets seeks an extension of the term of any contract for transition services, Defendants must notify the United States in writing at least 30 calendar days prior to the date the contract expires. Acquirer of the Massachusetts Divestiture Assets may terminate a contract (including an extension) for transition services, or any portion of a contract (including an extension) for transition services, without cost or penalty upon 30 calendar days written notice. The employees of Defendants tasked with providing transition services to Acquirer of the Massachusetts Divestiture Assets must not share any competitively sensitive information of Acquirer of the Massachusetts Divestiture Assets with any other employee of Defendants. L. Non-Compete: For a period of one year following Massachusetts Divestiture Date, Defendants must not sell any packaged ice to customers listed in Schedule 2 to this Final Judgment. M. No Customer Solicitation: For a period of three years following Massachusetts Divestiture Date, Defendants must not initiate customer-specific communications to solicit any customer for the portion of that customer's business covered by a contract, agreement, or relationship (or portion thereof) that is included in Schedule 2 to this Final Judgment; *provided, however,* that
(1)Defendants may respond to inquiries initiated by customers and enter into negotiations at the request of such customers (including responding to requests for quotation or proposal) to supply any business, whether or not such business was included in the Massachusetts Divestiture Assets; and
(2)Defendants must maintain a log of telephonic, electronic, in-person, and other communications that constitute inquiries or requests from customers included in the Massachusetts Divestiture Assets and make it available to the United States for inspection upon request. N. If any term of an agreement between Defendants and Acquirer of the Massachusetts Divestiture Assets, including an agreement to effectuate the divestiture required by this Final Judgment, varies from a term of this Final Judgment, to the extent that Defendants cannot fully comply with both, this Final Judgment determines Defendants' obligations. VI. Divestiture of New York Divestiture Assets A. Defendants are ordered and directed, within 30 calendar days after the Court's entry of the Asset Preservation/Hold Separate Stipulation and Order in this matter, to
(1)divest the New York Divestiture Assets in a manner consistent with this Final Judgment to Natuzzi Ice or another Acquirer acceptable to the United States, in its sole discretion, and
(2)sever any existing manufacture, distribution, or co-pack agreement between Defendants and Acquirer of the New York Divestiture Assets. The United States, in its sole discretion, may agree to one or more extensions of this time period not to exceed 60 calendar days in total and will notify the Court of any extensions. B. For all contracts, agreements, and customer relationships (or portions of such contracts, agreements, and customer relationships) included in the New York Divestiture Assets, Defendants must assign or otherwise transfer all contracts, agreements, and customer relationships for customers and locations listed in Schedule 3 to this Final Judgment to Acquirer of the New York Divestiture Assets within the deadlines set forth in Paragraph VI.A. of this Final Judgment; *provided, however,* that for any contract or agreement that requires the consent of another party to assign or otherwise transfer, Defendants must use best efforts to accomplish the assignment or transfer. Defendants must not interfere with any negotiations between Acquirer of the New York Divestiture Assets and a contracting party. C. Defendants must use best efforts to divest the New York Divestiture Assets as expeditiously as possible. Defendants must take no action that would jeopardize the completion of the divestiture ordered by the Court, including any action to impede the permitting, operation, or divestiture of the New York Divestiture Assets. D. Unless the United States otherwise consents in writing, divestiture pursuant to this Final Judgment must include the entire New York Divestiture Assets and must be accomplished in such a way as to satisfy the United States, in its sole discretion, that the New York Divestiture Assets can and will be used by Acquirer of the New York Divestiture Assets as part of a viable, ongoing business of the manufacture and sale of packaged ice and that the divestiture to Acquirer of the New York Divestiture Assets will remedy the competitive harm alleged in the Complaint. E. The divestiture of the New York Divestiture Assets must be made to an Acquirer that, in the United States' sole judgment, has the intent and capability, including the necessary managerial, operational, technical, and financial capability, to compete effectively in the manufacture and sale of packaged ice. F. The divestiture of the New York Divestiture Assets must be accomplished in a manner that satisfies the United States, in its sole discretion, that none of the terms of any agreement between Acquirer of the New York Divestiture Assets and Defendants give Defendants the ability unreasonably to raise costs for Acquirer of the New York Divestiture Assets, to lower efficiency of Acquirer of the New York Divestiture Assets, or otherwise interfere in the ability of Acquirer of the New York Divestiture Assets to compete effectively in the manufacture and sale of packaged ice. G. In the event Defendants are attempting to divest the New York Divestiture Assets to an Acquirer other than Natuzzi Ice, Defendants promptly must make known, by usual and customary means, the availability of the New York Divestiture Assets. Defendants must inform any person making an inquiry relating to a possible purchase of the New York Divestiture Assets that the New York Divestiture Assets are being divested in accordance with this Final Judgment and must provide that person with a copy of this Final Judgment. Defendants must offer to furnish to all prospective Acquirers of the New York Divestiture Assets, subject to customary confidentiality assurances, all information and documents relating to the New York Divestiture Assets that are customarily provided in a due diligence process; *provided, however,* that Defendants need not provide information or documents subject to the attorney-client privilege or work-product doctrine. Defendants must make all information and documents available to the United States at the same time that the information and documents are made available to any other person. H. Defendants must provide prospective Acquirers of the New York Divestiture Assets with
(1)access to make inspections of the New York Divestiture Assets; and
(2)access to all financial, operational, or other documents and information relating to the New York Divestiture Assets that would customarily be provided as part of a due diligence process. Defendants also must disclose all encumbrances on any part of the New York Divestiture Assets, including on intangible property. I. Defendants must warrant to Acquirer of the New York Divestiture Assets that
(1)the New York Divestiture Assets will be operational and without material defect on the date of their transfer to Acquirer of the New York Divestiture Assets and
(2)Defendants have disclosed all encumbrances on any part of the New York Divestiture Assets, including on intangible property. J. Supply Contracts: At the option of Acquirer of the New York Divestiture Assets, and subject to approval by the United States in its sole discretion, on or before New York Divestiture Date, Defendants must enter into a supply contract or contracts for packaged ice sufficient to meet the needs of Acquirer of the New York Divestiture Assets to supply packaged ice to the customers and locations listed in Schedule 3 to this Final Judgment, as determined by Acquirer of the New York Divestiture Assets, for a period of up to one year, on terms and conditions reasonably related to market conditions for the supply of packaged ice. At the option of Acquirer of the New York Divestiture Assets, subject to approval by the United States in its sole discretion, Defendants must enter into one or more extensions of any such contract for the supply of packaged ice at cost for a total of up to two years. Any amendment to or modification of any provision of any such supply contract or supply contract extension is subject to approval by the United States, in its sole discretion. If Acquirer of the New York Divestiture Assets seeks an extension of the term of any supply contract, Defendants must notify the United States in writing at least 90 calendar days prior to the date the supply contract expires. Acquirer of the New York Divestiture Assets may terminate a supply contract (including an extension of a supply contract), or any portion of a supply contract (including a portion of an extension of a supply contract), without cost or penalty upon 30 calendar days written notice. K. Transition Services: At the option of Acquirer of the New York Divestiture Assets, and subject to approval by the United States in its sole discretion, on or before New York Divestiture Date, Defendants must enter into a contract to provide transition services for back office, accounting, invoicing, customer service, and information technology services and support for a period of up to 180 calendar days on terms and conditions reasonably related to market conditions for the provision of the transition services. At the option of Acquirer of the New York Divestiture Assets, subject to approval by the United States in its sole discretion, Defendants must enter into one or more extensions of any such contracts for a total of up to an additional 180 calendar days, on terms and conditions reasonably related to market conditions for the provision of the transition services. Any amendment to or modification of any transition services contract or extension to a transition services contract is subject to approval by the United States, in its sole discretion. If Acquirer of the New York Divestiture Assets seeks an extension of the term of any contract for transition services, Defendants must notify the United States in writing at least 30 calendar days prior to the date the contract expires. Acquirer of the New York Divestiture Assets may terminate a contract (including an extension) for transition services, or any portion of a contract (including an extension) for transition services, without cost or penalty upon 30 calendar days written notice. The employees of Defendants tasked with providing transition services to Acquirer of the New York Divestiture Assets must not share any competitively sensitive information of Acquirer of the New York Divestiture Assets with any other employee of Defendants. L. Non-Compete: For a period of one year following New York Divestiture Date, Defendants must not sell any packaged ice to customers listed in Schedule 3 to this Final Judgment. M. No Customer Solicitation: For a period of three years following New York Divestiture Date, Defendants must not initiate customer-specific communications to solicit any customer for the portion of that customer's business covered by a contract, agreement, or relationship (or portion thereof) that is included in Schedule 3 to this Final Judgment; *provided, however,* that
(1)Defendants may respond to inquiries initiated by customers and enter into negotiations at the request of such customers (including responding to requests for quotation or proposal) to supply any business, whether or not such business was included in the New York Divestiture Assets; and
(2)Defendants must maintain a log of telephonic, electronic, in-person, and other communications that constitute inquiries or requests from customers included in the New York Divestiture Assets and make it available to the United States for inspection upon request. N. If any term of an agreement between Defendants and Acquirer of the New York Divestiture Assets, including an agreement to effectuate the divestiture required by this Final Judgment, varies from a term of this Final Judgment, to the extent that Defendants cannot fully comply with both, this Final Judgment determines Defendants' obligations. VII. Divestiture of Oregon Divestiture Assets A. Defendants are ordered and directed, within 30 calendar days after the Court's entry of the Asset Preservation/Hold Separate Stipulation and Order in this matter, to
(1)divest the Oregon Divestiture Assets in a manner consistent with this Final Judgment to Oregon Ice or another Acquirer acceptable to the United States, in its sole discretion, and
(2)sever any existing manufacture, distribution, or co-pack agreement between Defendants and Acquirer of the Oregon Divestiture Assets. The United States, in its sole discretion, may agree to one or more extensions of this time period not to exceed 60 calendar days in total and will notify the Court of any extensions. B. For all contracts, agreements, and customer relationships (or portions of such contracts, agreements, and customer relationships) included in the Oregon Divestiture Assets, Defendants must assign or otherwise transfer all contracts, agreements, and customer relationships for customers and locations listed in Schedule 4 to this Final Judgment to Acquirer within the deadlines set forth in Paragraph VII.A. of this Final Judgment; *provided, however,* that for any contract or agreement that requires the consent of another party to assign or otherwise transfer, Defendants must use best efforts to accomplish the assignment or transfer. Defendants must not interfere with any negotiations between Acquirer of the Oregon Divestiture Assets and a contracting party. C. At the option of Acquirer of the Oregon Divestiture Assets, Defendants must grant Acquirer of the Oregon Divestiture Assets a rent-free and royalty-free right to use ISB Assets located at customer locations in Schedule 4 to this Final Judgment for a period of three years. At written request from Acquirer of the Oregon Divestiture Assets, Defendants must remove ISB Assets from any requested customer location within 30 calendar days or provide written confirmation to Acquirer of the Oregon Divestiture Assets to remove and dispose of ISB Assets. D. Defendants must use best efforts to divest the Oregon Divestiture Assets as expeditiously as possible. Defendants must take no action that would jeopardize the completion of the divestiture ordered by the Court, including any action to impede the permitting, operation, or divestiture of the Oregon Divestiture Assets. E. Unless the United States otherwise consents in writing, divestiture pursuant to this Final Judgment must include the entire Oregon Divestiture Assets and must be accomplished in such a way as to satisfy the United States, in its sole discretion, that the Oregon Divestiture Assets can and will be used by Acquirer of the Oregon Divestiture Assets as part of a viable, ongoing business of manufacture and sale of packaged ice and that the divestiture to Acquirer of the Oregon Divestiture Assets will remedy the competitive harm alleged in the Complaint. F. The divestiture of the Oregon Divestiture Assets must be made to an Acquirer that, in the United States' sole judgment, has the intent and capability, including the necessary managerial, operational, technical, and financial capability, to compete effectively in the manufacture and sale of packaged ice. G. The divestiture of the Oregon Divestiture Assets must be accomplished in a manner that satisfies the United States, in its sole discretion, that none of the terms of any agreement between Acquirer of the Oregon Divestiture Assets and Defendants give Defendants the ability unreasonably to raise costs for Acquirer of the Oregon Divestiture Assets, to lower efficiency of Acquirer of the Oregon Divestiture Assets, or otherwise interfere in the ability of Acquirer of the Oregon Divestiture Assets to compete effectively in the manufacture and sale of packaged ice. H. In the event Defendants are attempting to divest the Oregon Divestiture Assets to an Acquirer other than Oregon Ice, Defendants promptly must make known, by usual and customary means, the availability of the Oregon Divestiture Assets. Defendants must inform any person making an inquiry relating to a possible purchase of the Oregon Divestiture Assets that the Oregon Divestiture Assets are being divested in accordance with this Final Judgment and must provide that person with a copy of this Final Judgment. Defendants must offer to furnish to all prospective Acquirers of the Oregon Divestiture Assets, subject to customary confidentiality assurances, all information and documents relating to the Oregon Divestiture Assets that are customarily provided in a due diligence process; *provided, however,* that Defendants need not provide information or documents subject to the attorney-client privilege or work-product doctrine. Defendants must make all information and documents available to the United States at the same time that the information and documents are made available to any other person. I. Defendants must provide prospective Acquirers of the Oregon Divestiture Assets with
(1)access to make inspections of the Oregon Divestiture Assets; and
(2)access to all financial, operational, or other documents and information relating to the Oregon Divestiture Assets that would customarily be provided as part of a due diligence process. Defendants also must disclose all encumbrances on any part of the Oregon Divestiture Assets, including on intangible property. J. Defendants must cooperate with and assist Acquirer of the Oregon Divestiture Assets in identifying and, at the option of Acquirer of the Oregon Divestiture Assets, hiring all Oregon Personnel, including: 1. Within 10 business days following the entry of the Asset Preservation/Hold Separate Stipulation and Order in this matter, Defendants must identify all Oregon Personnel to Acquirer of the Oregon Divestiture Assets and the United States, including by providing organization charts covering all Oregon Personnel. 2. Within 10 business days following receipt of a request by Acquirer of the Oregon Divestiture Assets, the United States, or the monitor, Defendants must provide to Acquirer of the Oregon Divestiture Assets, the United States, or the monitor additional information relating to Oregon Personnel, including name, job title, reporting relationships, past experience, responsibilities, training and educational histories, relevant certifications, and job performance evaluations. Defendants must also provide to Acquirer of the Oregon Divestiture Assets, the United States, or the monitor information relating to current and accrued compensation and benefits of Oregon Personnel, including most recent bonuses paid, aggregate annual compensation, current target or guaranteed bonus, if any, any retention agreement or incentives, and any other payments due, compensation or benefits accrued, or promises made to the Oregon Personnel. If Defendants are barred by any applicable law from providing any of this information, Defendants must provide, within 10 business days following receipt of the request, the requested information to the full extent permitted by law and also must provide a written explanation of Defendants' inability to provide the remaining information, including specifically identifying the provisions of the applicable laws. 3. At the request of Acquirer of the Oregon Divestiture Assets, Defendants must promptly make Oregon Personnel available for private interviews with Acquirer of the Oregon Divestiture Assets during normal business hours at a mutually agreeable location. 4. Defendants must not interfere with any effort by Acquirer of the Oregon Divestiture Assets to employ any Oregon Personnel. Interference includes offering to increase the compensation or improve the benefits of Oregon Personnel unless
(a)the offer is part of a company-wide increase in compensation or improvement in benefits that was announced prior to January 1, 2026 or
(b)the offer is approved by the United States in its sole discretion. Defendants' obligations under this Paragraph VII.J.4. of this Final Judgment will expire 180 calendar days after Oregon Divestiture Date. 5. For Oregon Personnel who elect employment with Acquirer of the Oregon Divestiture Assets within 180 calendar days of Oregon Divestiture Date, Defendants must waive all non-compete and non-disclosure agreements; vest and pay to the Oregon Personnel (or to Acquirer of the Oregon Divestiture Assets for payment to the employee) on a prorated basis any bonuses, incentives, other salary, benefits, or other compensation fully or partially accrued at the time of the transfer of the employee to Acquirer of the Oregon Divestiture Assets; vest any unvested pension and other equity rights; and provide all other benefits that those Oregon Personnel otherwise would have been provided had the Oregon Personnel continued employment with Defendants, including any retention bonuses or payments. Defendants may maintain reasonable restrictions on disclosure by Oregon Personnel of Defendants' proprietary non-public information that is unrelated to the Oregon Divestiture Assets and not otherwise required to be disclosed by this Final Judgment. 6. Non-Solicitation: For a period of six months from Oregon Divestiture Date, Defendants may not solicit to re-hire Oregon Personnel who were hired by Acquirer of the Oregon Divestiture Assets unless
(a)an individual is terminated or laid off by Acquirer of the Oregon Divestiture Assets or
(b)Acquirer of the Oregon Divestiture Assets agrees in writing that Defendants may solicit to re-hire that individual. Nothing in this Paragraph VII.J.6. prohibits Defendants from advertising employment openings using general solicitations or advertisements and re-hiring Oregon Personnel who apply for an employment opening through a general solicitation or advertisement. K. Defendants must warrant to Acquirer of the Oregon Divestiture Assets that
(1)the Oregon Divestiture Assets will be operational and without material defect on the date of their transfer to Acquirer of the Oregon Divestiture Assets and
(2)Defendants have disclosed all encumbrances on any part of the Oregon Divestiture Assets, including on intangible property. L. Supply Contracts: 1. At the option of Acquirer of the Oregon Divestiture Assets, and subject to approval by the United States in its sole discretion, on or before Oregon Divestiture Date, Defendants must enter into a supply contract or contracts for parts for the maintenance of ISB Assets sufficient to meet the needs of Acquirer of the Oregon Divestiture Assets, as determined by Acquirer of the Oregon Divestiture Assets, for a period of up to three years, on terms and conditions reasonably related to market conditions for the supply of parts for the maintenance of ISB Assets. At the option of Acquirer of the Oregon Divestiture Assets, subject to approval by the United States in its sole discretion, Defendants must enter into one or more extensions of any such contracts for a total of up to an additional two years, on terms and conditions reasonably related to market conditions for the supply of parts for the maintenance of ISB Assets. Any amendment to or modification of any provision of any such supply contract or supply contract extension is subject to approval by the United States, in its sole discretion. If Acquirer of the Oregon Divestiture Assets seeks an extension of the term of any supply contract, Defendants must notify the United States in writing at least 90 calendar days prior to the date the supply contract expires. Acquirer of the Oregon Divestiture Assets may terminate a supply contract (including an extension of a supply contract), or any portion of a supply contract (including a portion of an extension of a supply contract), without cost or penalty upon 30 calendar days written notice. 2. At the option of Acquirer of the Oregon Divestiture Assets, and subject to approval by the United States in its sole discretion, on or before Oregon Divestiture Date, Defendants must enter into a supply contract or contracts for packaged ice sufficient to meet the needs of Acquirer of the Oregon Divestiture Assets to supply packaged ice to the customers and locations listed in Schedule 4 to this Final Judgment, as determined by Acquirer of the Oregon Divestiture Assets, for a period of up to one year, on terms and conditions reasonably related to market conditions for the supply of packaged ice. At the option of Acquirer of the Oregon Divestiture Assets, subject to approval by the United States in its sole discretion, Defendants must enter into one or more extensions of any such contracts for the supply of packaged ice, on terms and conditions reasonably related to market conditions for the supply of packaged ice, for a total of up to an additional two years. Any amendment to or modification of any provision of any such supply contract or supply contract extension is subject to approval by the United States, in its sole discretion. If Acquirer of the Oregon Divestiture Assets seeks an extension of the term of any supply contract, Defendants must notify the United States in writing at least 90 calendar days prior to the date the supply contract expires. Acquirer of the Oregon Divestiture Assets may terminate a supply contract (including an extension of a supply contract), or any portion of a supply contract (including a portion of an extension of a supply contract), without cost or penalty upon 30 calendar days written notice. M. Transition Services: At the option of Acquirer of the Oregon Divestiture Assets, and subject to approval by the United States in its sole discretion, on or before Oregon Divestiture Date, Defendants must enter into a contract to provide transition services for back office, accounting, invoicing, customer service, employee health and safety, and information technology services and support for a period of up to 180 calendar days on terms and conditions reasonably related to market conditions for the provision of the transition services. At the option of Acquirer of the Oregon Divestiture Assets, subject to approval by the United States in its sole discretion, Defendants must enter into one or more extensions of any such contracts for a total of up to an additional 180 calendar days, on terms and conditions reasonably related to market conditions for the provision of the transition services. Any amendment to or modification of any transition services contract or extension to a transition services contract is subject to approval by the United States, in its sole discretion. If Acquirer of the Oregon Divestiture Assets seeks an extension of the term of any contract for transition services, Defendants must notify the United States in writing at least 30 calendar days prior to the date the contract expires. Acquirer of the Oregon Divestiture Assets may terminate a contract (including an extension) for transition services, or any portion of a contract (including an extension) for transition services, without cost or penalty upon 30 calendar days written notice. The employees of Defendants tasked with providing transition services to Acquirer of the Oregon Divestiture Assets must not share any competitively sensitive information of Acquirer of the Oregon Divestiture Assets with any other employee of Defendants. N. Non-Compete: For a period of one year following Oregon Divestiture Date, Defendants must not sell any packaged ice to customers listed in Schedule 4 to this Final Judgment. O. No Customer Solicitation: For a period of three years following Oregon Divestiture Date, Defendants must not initiate customer-specific communications to solicit any customer for the portion of that customer's business covered by a contract, agreement, or relationship (or portion thereof) that is included in Schedule 4 to this Final Judgment; *provided, however,* that
(1)Defendants may respond to inquiries initiated by customers and enter into negotiations at the request of such customers (including responding to requests for quotation or proposal) to supply any business, whether or not such business was included in the Oregon Divestiture Assets; and
(2)Defendants must maintain a log of telephonic, electronic, in-person, and other communications that constitute inquiries or requests from customers included in the Oregon Divestiture Assets and make it available to the United States for inspection upon request. P. If any term of an agreement between Defendants and Acquirer of the Oregon Divestiture Assets, including an agreement to effectuate the divestiture required by this Final Judgment, varies from a term of this Final Judgment, to the extent that Defendants cannot fully comply with both, this Final Judgment determines Defendants' obligations. VIII. Divestiture of Washington Divestiture Assets A. Defendants are ordered and directed, within 30 calendar days after the Court's entry of the Asset Preservation/Hold Separate Stipulation and Order in this matter, to
(1)divest the Washington Divestiture Assets in a manner consistent with this Final Judgment to Columbia Basin Ice or another Acquirer acceptable to the United States, in its sole discretion, and
(2)sever any existing manufacture, distribution, or co-pack agreement between Defendants and Acquirer of the Washington Divestiture Assets. The United States, in its sole discretion, may agree to one or more extensions of this time period not to exceed 60 calendar days in total and will notify the Court of any extensions. B. For all contracts, agreements, and customer relationships (or portions of such contracts, agreements, and customer relationships) included in the Washington Divestiture Assets, Defendants must assign or otherwise transfer all contracts, agreements, and customer relationships for customers and locations listed in Schedule 5 to this Final Judgment to Acquirer of the Washington Divestiture Assets within the deadlines set forth in Paragraph VIII.A. of this Final Judgment; *provided, however,* that for any contract or agreement that requires the consent of another party to assign or otherwise transfer, Defendants must use best efforts to accomplish the assignment or transfer. Defendants must not interfere with any negotiations between Acquirer of the Washington Divestiture Assets and a contracting party. C. At the option of Acquirer of the Washington Divestiture Assets, Defendants must grant Acquirer of the Washington Divestiture Assets a rent-free and royalty-free right to use ISB Assets located at customer locations in Schedule 5 to this Final Judgment for a period of three years. At written request from Acquirer of the Washington Divestiture Assets, Defendants must remove ISB Assets from any requested customer location within 30 calendar days or provide written confirmation to Acquirer of the Washington Divestiture Assets to remove and dispose of ISB Assets. D. Defendants must use best efforts to divest the Washington Divestiture Assets as expeditiously as possible. Defendants must take no action that would jeopardize the completion of the divestiture ordered by the Court, including any action to impede the permitting, operation, or divestiture of the Washington Divestiture Assets. E. Unless the United States otherwise consents in writing, divestiture pursuant to this Final Judgment must include the entire Washington Divestiture Assets and must be accomplished in such a way as to satisfy the United States, in its sole discretion, that the Washington Divestiture Assets can and will be used by Acquirer of the Washington Divestiture Assets as part of a viable, ongoing business of the manufacture and sale of packaged ice and that the divestiture to Acquirer of the Washington Divestiture Assets will remedy the competitive harm alleged in the Complaint. F. The divestiture of the Washington Divestiture Assets must be made to an Acquirer that, in the United States' sole judgment, has the intent and capability, including the necessary managerial, operational, technical, and financial capability, to compete effectively in the manufacture and sale of packaged ice. G. The divestiture of the Washington Divestiture Assets must be accomplished in a manner that satisfies the United States, in its sole discretion, that none of the terms of any agreement between Acquirer of the Washington Divestiture Assets and Defendants give Defendants the ability unreasonably to raise costs for Acquirer of the Washington Divestiture Assets, to lower efficiency of Acquirer of the Washington Divestiture Assets, or otherwise interfere in the ability of Acquirer of the Washington Divestiture Assets to compete effectively in the manufacture and sale of packaged ice. H. In the event Defendants are attempting to divest the Washington Divestiture Assets to an Acquirer other than Columbia Basin Ice, Defendants promptly must make known, by usual and customary means, the availability of the Washington Divestiture Assets. Defendants must inform any person making an inquiry relating to a possible purchase of the Washington Divestiture Assets that the Washington Divestiture Assets are being divested in accordance with this Final Judgment and must provide that person with a copy of this Final Judgment. Defendants must offer to furnish to all prospective Acquirers of the Washington Divestiture Assets, subject to customary confidentiality assurances, all information and documents relating to the Washington Divestiture Assets that are customarily provided in a due diligence process; *provided, however,* that Defendants need not provide information or documents subject to the attorney-client privilege or work-product doctrine. Defendants must make all information and documents available to the United States at the same time that the information and documents are made available to any other person. I. Defendants must provide prospective Acquirers of the Washington Divestiture Assets with
(1)access to make inspections of the Washington Divestiture Assets;
(2)access to all environmental, zoning, and other permitting documents and information relating to the Washington Divestiture Assets; and
(3)access to all financial, operational, or other documents and information relating to the Washington Divestiture Assets that would customarily be provided as part of a due diligence process. Defendants also must disclose all encumbrances on any part of the Washington Divestiture Assets, including on intangible property. J. Defendants must cooperate with and assist Acquirer of the Washington Divestiture Assets in identifying and, at the option of Acquirer of the Washington Divestiture Assets, hiring all Washington Personnel, including: 1. Within 10 business days following the entry of the Asset Preservation/Hold Separate Stipulation and Order in this matter, Defendants must identify all Washington Personnel to Acquirer of the Washington Divestiture Assets and the United States, including by providing organization charts covering all Washington Personnel. 2. Within 10 business days following receipt of a request by Acquirer of the Washington Divestiture Assets, the United States, or the monitor, Defendants must provide to Acquirer of the Washington Divestiture Assets, the United States, or the monitor additional information relating to Washington Personnel, including name, job title, reporting relationships, past experience, responsibilities, training and educational histories, relevant certifications, and job performance evaluations. Defendants must also provide to Acquirer of the Washington Divestiture Assets, the United States, and the monitor information relating to current and accrued compensation and benefits of Washington Personnel, including most recent bonuses paid, aggregate annual compensation, current target or guaranteed bonus, if any, any retention agreement or incentives, and any other payments due, compensation or benefits accrued, or promises made to the Washington Personnel. If Defendants are barred by any applicable law from providing any of this information, Defendants must provide, within 10 business days following receipt of the request, the requested information to the full extent permitted by law and also must provide a written explanation of Defendants' inability to provide the remaining information, including specifically identifying the provisions of the applicable laws. 3. At the request of Acquirer of the Washington Divestiture Assets, Defendants must promptly make Washington Personnel available for private interviews with Acquirer of the Washington Divestiture Assets during normal business hours at a mutually agreeable location. 4. Defendants must not interfere with any effort by Acquirer of the Washington Divestiture Assets to employ any Washington Personnel. Interference includes offering to increase the compensation or improve the benefits of Washington Personnel unless
(a)the offer is part of a company-wide increase in compensation or improvement in benefits that was announced prior to January 1, 2026, or
(b)the offer is approved by the United States in its sole discretion. Defendants' obligations under this Paragraph VIII.J.4. of this Final Judgment will expire 180 calendar days after Washington Divestiture Date. 5. For Washington Personnel who elect employment with Acquirer of the Washington Divestiture Assets within 180 calendar days of Washington Divestiture Date, Defendants must waive all non-compete and non-disclosure agreements; vest and pay to the Washington Personnel (or to Acquirer of the Washington Divestiture Assets for payment to the employee) on a prorated basis any bonuses, incentives, other salary, benefits, or other compensation fully or partially accrued at the time of the transfer of the employee to Acquirer of the Washington Divestiture Assets; vest any unvested pension and other equity rights; and provide all other benefits that those Washington Personnel otherwise would have been provided had the Washington Personnel continued employment with Defendants, including any retention bonuses or payments. Defendants may maintain reasonable restrictions on disclosure by Washington Personnel of Defendants' proprietary non-public information that is unrelated to the Washington Divestiture Assets and not otherwise required to be disclosed by this Final Judgment. 6. Non-Solicitation: For a period of six months from Washington Divestiture Date, Defendants may not solicit to re-hire Washington Personnel who were hired by Acquirer of the Washington Divestiture Assets unless
(a)an individual is terminated or laid off by Acquirer of the Washington Divestiture Assets or
(b)Acquirer of the Washington Divestiture Assets agrees in writing that Defendants may solicit to re-hire that individual. Nothing in this Paragraph VIII.J.6. prohibits Defendants from advertising employment openings using general solicitations or advertisements and re-hiring Washington Personnel who apply for an employment opening through a general solicitation or advertisement. K. Defendants must warrant to Acquirer of the Washington Divestiture Assets that
(1)the Washington Divestiture Assets will be operational and without material defect on the date of their transfer to Acquirer of the Washington Divestiture Assets;
(2)there are no material defects in the environmental, zoning, or other permits relating to the operation of the Washington Divestiture Assets; and
(3)Defendants have disclosed all encumbrances on any part of the Washington Divestiture Assets, including on intangible property. Following the sale of the Washington Divestiture Assets, Defendants must not undertake, directly or indirectly, challenges to the environmental, zoning, or other permits relating to the operation of the Washington Divestiture Assets. L. Defendants must use best efforts to assist Acquirer of the Washington Divestiture Assets to obtain all necessary licenses, registrations, and permits to operate the Washington Divestiture Assets. Until Acquirer of the Washington Divestiture Assets obtains the necessary licenses, registrations, and permits, Defendants must provide Acquirer of the Washington Divesture Assets with the benefit of Defendants' licenses, registrations, and permits to the full extent permissible by law. M. Supply Contracts: 1. At the option of Acquirer of the Washington Divestiture Assets, and subject to approval by the United States in its sole discretion, on or before Washington Divestiture Date, Defendants must enter into a supply contract or contracts for parts for the maintenance of ISB Assets sufficient to meet the needs of Acquirer of the Washington Divestiture Assets, as determined by Acquirer of the Washington Divestiture, for a period of up to three years, on terms and conditions reasonably related to market conditions for the supply of parts for the maintenance of ISB Assets. At the option of Acquirer of the Washington Divestiture Assets, subject to approval by the United States in its sole discretion, Defendants must enter into one or more extensions of any such contracts for a total of up to an additional two years, on terms and conditions reasonably related to market conditions for the supply of parts for the maintenance of ISB Assets. Any amendment to or modification of any provision of any such supply contract or supply contract extension is subject to approval by the United States, in its sole discretion. If Acquirer of the Washington Divestiture Assets seeks an extension of the term of any supply contract, Defendants must notify the United States in writing at least 90 calendar days prior to the date the supply contract expires. Acquirer of the Washington Divestiture Assets may terminate a supply contract (including an extension of a supply contract), or any portion of a supply contract (including a portion of an extension of a supply contract), without cost or penalty upon 30 calendar days written notice. 2. At the option of Acquirer of the Washington Divestiture Assets, and subject to approval by the United States in its sole discretion, on or before Washington Divestiture Date, Defendants must enter into a supply contract or contracts for packaged ice sufficient to meet the needs of Acquirer of the Washington Divestiture Assets to supply packaged ice to the customers and locations listed in Schedule 5 to this Final Judgment, as determined by Acquirer of the Washington Divestiture, for a period of up to one year, for the supply of packaged ice on terms and conditions reasonably related to market conditions for the supply of packaged ice. At the option of Acquirer of the Washington Divestiture Assets, subject to approval by the United States in its sole discretion, Defendants must enter into one or more extensions of any such contracts for the supply of packaged ice, on terms and conditions reasonably related to market conditions for the supply of packaged ice, for a total of up to an additional two years. Any amendment to or modification of any provision of any such supply contract or supply contract extension is subject to approval by the United States, in its sole discretion. If Acquirer of the Washington Divestiture Assets seeks an extension of the term of any supply contract, Defendants must notify the United States in writing at least 90 calendar days prior to the date the supply contract expires. Acquirer of the Washington Divestiture Assets may terminate a supply contract (including an extension of a supply contract), or any portion of a supply contract (including a portion of an extension of a supply contract), without cost or penalty upon 30 calendar days written notice. N. Transition Services: At the option of Acquirer of the Washington Divestiture Assets, and subject to approval by the United States in its sole discretion, on or before Washington Divestiture Date, Defendants must enter into a contract to provide transition services for back office, accounting, invoicing, customer service, employee health and safety, and information technology services and support for a period of up to 180 calendar days on terms and conditions reasonably related to market conditions for the provision of the transition services. At the option of Acquirer of the Washington Divestiture Assets, subject to approval by the United States in its sole discretion, Defendants must enter into one or more extensions of any such contracts for a total of up to an additional 180 calendar days, on terms and conditions reasonably related to market conditions for the provision of the transition services. Any amendment to or modification of any transition services contract or extension to a transition services contract is subject to approval by the United States, in its sole discretion. If Acquirer of the Washington Divestiture Assets seeks an extension of the term of any contract for transition services, Defendants must notify the United States in writing at least 30 calendar days prior to the date the contract expires. Acquirer of the Washington Divestiture Assets may terminate a contract (including an extension) for transition services, or any portion of a contract (including an extension) for transition services, without cost or penalty upon 30 calendar days written notice. The employees of Defendants tasked with providing transition services to Acquirer of the Washington Divestiture Assets must not share any competitively sensitive information of Acquirer of the Divestiture Assets with any other employee of Defendants. O. Non-Compete: For a period of one year following Washington Divestiture Date, Defendants must not sell any packaged ice to customers listed in Schedule 5 to this Final Judgment. P. No Customer Solicitation: For a period of three years following Washington Divestiture Date, Defendants must not initiate customer-specific communications to solicit any customer for the portion of that customer's business covered by a contract, agreement, or relationship (or portion thereof) that is included in Schedule 5 to this Final Judgment; *provided, however,* that
(1)Defendants may respond to inquiries initiated by customers and enter into negotiations at the request of such customers (including responding to requests for quotation or proposal) to supply any business, whether or not such business was included in the Washington Divestiture Assets; and
(2)Defendants must maintain a log of telephonic, electronic, in-person, and other communications that constitute inquiries or requests from customers included in the Washington Divestiture Assets and make it available to the United States for inspection upon request. Q. If any term of an agreement between Defendants and Acquirer of the Washington Divestiture Assets, including an agreement to effectuate the divestiture required by this Final Judgment, varies from a term of this Final Judgment, to the extent that Defendants cannot fully comply with both, this Final Judgment determines Defendants' obligations. IX. Appointment of Divestiture Trustee A. If Defendants have not divested all of the Divestiture Assets within the periods specified in Paragraphs IV.A., V.A., VI.A., VII.A., and VIII.A. of this Final Judgment, Defendants must immediately notify the United States of that fact in writing. Upon application of the United States, which Defendants may not oppose, the Court will appoint a divestiture trustee selected by the United States and approved by the Court to effect the divestiture of any of the Divestiture Assets that have not been sold during the time periods specified in Paragraphs IV.A., V.A., VI.A., VII.A., and VIII.A. of this Final Judgment. B. After the appointment of a divestiture trustee by the Court, only the divestiture trustee will have the right to sell those Divestiture Assets that the divestiture trustee has been appointed to sell. The divestiture trustee will have the power and authority to accomplish the divestitures to an Acquirer or Acquirers acceptable to the United States, in its sole discretion, at a price and on terms obtainable through reasonable effort by the divestiture trustee, subject to the provisions of Sections IV, V, VI, VII, and VIII of this Final Judgment, and will have other powers as the Court deems appropriate. The divestiture trustee must sell the Divestiture Assets as quickly as possible. C. Defendants may not object to a sale by the divestiture trustee on any ground other than malfeasance by the divestiture trustee. Objections by Defendants must be conveyed in writing to the United States and the divestiture trustee within 10 calendar days after the divestiture trustee has provided the notice of proposed divestiture required by Section X in this Final Judgment. D. The divestiture trustee will serve at the cost and expense of Defendants pursuant to a written agreement, on terms and conditions, including confidentiality requirements and conflict of interest certifications, approved by the United States in its sole discretion. E. The divestiture trustee may hire at the cost and expense of Defendants any agents or consultants, including investment bankers, attorneys, and accountants, that are reasonably necessary in the divestiture trustee's judgment to assist with the divestiture trustee's duties. These agents or consultants will be accountable solely to the divestiture trustee and will serve on terms and conditions, including confidentiality requirements and conflict-of-interest certifications, approved by the United States in its sole discretion. F. The compensation of the divestiture trustee and agents or consultants hired by the divestiture trustee must be reasonable in light of the value of the Divestiture Assets and based on a fee arrangement that provides the divestiture trustee with incentives based on the price and terms of the divestiture and the speed with which it is accomplished. If the divestiture trustee and Defendants are unable to reach agreement on the divestiture trustee's compensation or other terms and conditions of engagement within 14 calendar days of the appointment of the divestiture trustee by the Court, the United States, in its sole discretion, may take appropriate action, including by making a recommendation to the Court. Within three business days of hiring an agent or consultant, the divestiture trustee must provide written notice of the hiring and rate of compensation to Defendants and the United States. G. The divestiture trustee must account for all monies derived from the sale of the Divestiture Assets by the divestiture trustee and all costs and expenses incurred. Within 30 calendar days of the Divestiture Date, the divestiture trustee must submit that accounting to the Court for approval. After approval by the Court of the divestiture trustee's accounting, including fees for unpaid services and those of agents or consultants hired by the divestiture trustee, all remaining money must be paid to Defendants, and the trust will then be terminated. H. Defendants must use best efforts to assist the divestiture trustee to accomplish the required divestitures. Subject to reasonable protection for trade secrets, other confidential research, development, or commercial information, or any applicable privileges, Defendants must provide the divestiture trustee and agents or consultants retained by the divestiture trustee with full and complete access to all personnel, books, records, and facilities of the Divestiture Assets. Defendants also must provide or develop financial and other information relevant to the Divestiture Assets that the divestiture trustee may reasonably request. Defendants must not take any action to interfere with or to impede the divestiture trustee's accomplishment of the divestitures. I. The divestiture trustee must maintain complete records of all efforts made to sell the Divestiture Assets, including by filing monthly reports with the United States setting forth the divestiture trustee's efforts to accomplish the divestitures ordered by this Final Judgment. The reports must include the name, address, and telephone number of each person who, during the preceding month, made an offer to acquire, expressed an interest in acquiring, entered into negotiations to acquire, or was contacted or made an inquiry about acquiring any interest in the Divestiture Assets and must describe in detail each contact. J. If the divestiture trustee has not accomplished the divestitures ordered by this Final Judgment within 180 calendar days of appointment, the divestiture trustee must promptly provide the United States with a report setting forth:
(1)the divestiture trustee's efforts to accomplish the required divestitures;
(2)the reasons, in the divestiture trustee's judgment, why the required divestitures have not been accomplished; and
(3)the divestiture trustee's recommendations for completing the divestitures. Following receipt of that report, the United States may make additional recommendations to the Court. The Court thereafter may enter such orders as it deems appropriate to carry out the purpose of this Final Judgment, which may include extending the trust and the term of the divestiture trustee's appointment by a period requested by the United States. K. The divestiture trustee will serve until divestiture of all Divestiture Assets is completed or for a term otherwise ordered by the Court. L. If the United States determines that the divestiture trustee is not acting diligently or in a reasonably cost-effective manner, the United States may recommend that the Court appoint a substitute divestiture trustee. X. Notice of Proposed Divestiture A. Within two business days following execution of a definitive divestiture agreement with an Acquirer other than Columbia Basin Ice for the Washington Divestiture Assets, Dee Zee Ice for the Massachusetts Divestiture Assets, Natuzzi Ice for the New York Divestiture Assets, Oregon Ice for the Oregon Divestiture Assets, or San Diego Ice for the California Divestiture Assets, Defendants or the divestiture trustee, whichever is then responsible for effecting the divestitures, must notify the United States of the proposed divestiture. If the divestiture trustee is responsible for completing the divestiture, the divestiture trustee also must notify Defendants. The notice must set forth the details of the proposed divestiture and list the name, address, and telephone number of each person not previously identified who offered or expressed an interest in or desire to acquire any ownership interest in the Divestiture Assets. B. After receipt by the United States of the notice required by Paragraph X.A. of this Final Judgment, the United States may make one or more requests to Defendants or the divestiture trustee for additional information concerning the proposed divestiture, the proposed Acquirers, and other prospective Acquirers. Defendants and the divestiture trustee must furnish any additional information requested within 15 calendar days of the receipt of each request unless the United States provides written agreement to a different period. C. Within 45 calendar days after receipt of the notice required by Paragraph X.A. of this Final Judgment or within 20 calendar days after the United States has been provided the additional information requested pursuant to Paragraph X.B. of this Final Judgment, whichever is later, the United States will provide written notice to Defendants and any divestiture trustee that states whether the United States, in its sole discretion, objects to any proposed Acquirer or any other aspect of the proposed divestitures. Without written notice that the United States does not object, a divestiture may not be consummated. If the United States provides written notice that it does not object, the divestiture may be consummated, subject only to Defendants' limited right to object to the sale under Paragraph IX.C. of this Final Judgment. Upon objection by Defendants pursuant to Paragraph IX.C. of this Final Judgment, a divestiture by the divestiture trustee may not be consummated unless approved by the Court. XI. Financing Defendants may not finance all or any part of any Acquirer's purchase of all or part of the Divestiture Assets. XII. Asset Preservation/Hold Separate Obligations Defendants must take all steps necessary to comply with the Asset Preservation/Hold Separate Stipulation and Order entered by the Court. XIII. Affidavits A. Within 20 calendar days of entry of the Asset Preservation/Hold Separate Stipulation and Order, and every 30 calendar days thereafter until the divestitures required by this Final Judgment have been completed, each Defendant must deliver to the United States an affidavit, signed by each Defendant's Chief Financial Officer and General Counsel (for Arctic Glacier) or Corporate Counsel (for Reddy Ice), describing in reasonable detail the fact and manner of that Defendant's compliance with this Final Judgment. The United States, in its sole discretion, may approve different signatories for the affidavits. B. In the event Defendants are attempting to divest the Divestiture Assets to an Acquirer other than Columbia Basin Ice for the Washington Divestiture Assets, Dee Zee Ice for the Massachusetts Divestiture Assets, Natuzzi Ice for the New York Divestiture Assets, Oregon Ice for the Oregon Divestiture Assets, or San Diego Ice for the California Divestiture Assets, each affidavit required by Paragraph XIII.A. of this Final Judgment must include:
(1)the name, address, and telephone number of each person who, during the preceding 30 calendar days, made an offer to acquire, expressed an interest in acquiring, entered into negotiations to acquire, or was contacted or made an inquiry about acquiring, an interest in the Divestiture Assets and describe in detail each contact with such persons during that period;
(2)a description of the efforts Defendants have taken to solicit buyers for and complete the sale of the Divestiture Assets and to provide required information to prospective Acquirers; and
(3)a description of any limitations placed by Defendants on information provided to prospective Acquirers. Objection by the United States to information provided by Defendants to prospective Acquirers must be made within 14 calendar days of receipt of the affidavit, except that the United States may object at any time if the information set forth in the affidavit is not true or complete. C. Defendants must keep all records of any efforts made to divest the Divestiture Assets until one year after the Divestiture Date. D. Within 20 calendar days of entry of the Asset Preservation/Hold Separate Stipulation and Order, each Defendant must deliver to the United States an affidavit signed by each Defendant's Chief Financial Officer and General Counsel (for Arctic Glacier) or Corporate Counsel (for Reddy Ice) that describes in reasonable detail all actions that Defendant has taken and all steps that Defendant has implemented on an ongoing basis to comply with Section XII of this Final Judgment. The United States, in its sole discretion, may approve different signatories for the affidavits. E. If a Defendant makes any changes to actions and steps described in affidavits provided pursuant to Paragraph XIII.D. of this Final Judgment, the Defendant must, within 15 calendar days after any change is implemented, deliver to the United States an affidavit describing those changes. F. Defendants must keep all records of any efforts made to comply with Section XII of this Final Judgment until one year after the Divestiture Date. XIV. Appointment of Monitor A. Upon application of the United States, which Defendants may not oppose, the Court will appoint a monitor selected by the United States in its sole discretion and approved by the Court. Defendants may propose three monitor candidates to the United States. Once approved, the court-appointed monitor should be considered by the United States and Defendants to be an arm and representative of the Court. B. The monitor will have the power and authority to monitor Defendants' compliance with the terms of this Final Judgment and the Asset Preservation/Hold Separate Stipulation and Order entered by the Court and will have other powers as the Court deems appropriate. The monitor will have no responsibility or obligation for the operation of the Divestiture Assets or the operation of Defendants' businesses. No attorney-client relationship will be formed between Defendants and the monitor. C. The monitor will have the authority to take such steps as, in the judgment of the monitor and the United States, may be necessary to accomplish the monitor's responsibilities. The monitor may seek information from Defendants' personnel, including in-house counsel, compliance personnel, and internal auditors. Defendants must establish a policy, annually communicated to all employees, that employees may disclose any information to the monitor without reprisal for such disclosure. Defendants must not retaliate against any employee or third party for disclosing information to the monitor. D. Defendants may not object to actions taken by the monitor in fulfillment of the monitor's responsibilities under any Order of the Court on any ground other than malfeasance by the monitor. Disagreements between the monitor and Defendants related to the scope of the monitor's responsibilities do not constitute malfeasance. Objections by Defendants must be conveyed in writing to the United States and the monitor within 20 calendar days of the monitor's action that gives rise to Defendants' objection, or the objection is waived. E. The monitor will serve at the cost and expense of Defendants pursuant to a written agreement, on terms and conditions, including confidentiality requirements and conflict of interest certifications, approved by the United States in its sole discretion. If the monitor and Defendants are unable to reach such a written agreement within 14 calendar days of the Court's appointment of the monitor, or if the United States, in its sole discretion, declines to approve the proposed written agreement, the United States, in its sole discretion, may take appropriate action, including making a recommendation to the Court, which may set the terms and conditions for the monitor's work, including compensation, costs, and expenses. F. The monitor may hire, at the cost and expense of Defendants, any agents and consultants, including investment bankers, attorneys, and accountants, that are reasonably necessary in the monitor's judgment to assist with the monitor's duties. These agents or consultants will be directed by and solely accountable to the monitor and will serve on terms and conditions, including confidentiality requirements and conflict-of-interest certifications, approved by the United States in its sole discretion. Within three business days of hiring any agents or consultants, the monitor must provide written notice of the hiring and the rate of compensation to Defendants and the United States. G. The compensation of the monitor and agents or consultants retained by the monitor must be on reasonable and customary terms commensurate with the individuals' experience and responsibilities. H. The monitor must account for all costs and expenses incurred. I. Defendants' failure to promptly pay the monitor's accounted-for costs and expenses, including for agents and consultants, will constitute a violation of this Final Judgment and may result in sanctions ordered by the Court. If Defendants make a timely objection in writing to the United States to any part of the monitor's accounted-for costs and expenses, Defendants must establish an escrow account into which Defendants must pay the disputed costs and expenses until the dispute is resolved. J. Defendants must use best efforts to cooperate fully with the monitor and to assist the monitor to monitor Defendants' compliance with their obligations under this Final Judgment and the Asset Preservation/Hold Separate Stipulation and Order. Subject to reasonable protection for trade secrets, other confidential research, development, or commercial information, or any applicable privileges, Defendants must provide the monitor and agents or consultants retained by the monitor with full and complete access to all personnel (current and former), agents, consultants, books, records, and facilities. Defendants may not take any action to interfere with or to impede accomplishment of the monitor's responsibilities. K. The monitor must investigate and report on Defendants' compliance with this Final Judgment and the Asset Preservation/Hold Separate Stipulation and Order, including Defendants' compliance with the supply contracts provisions in Paragraphs IV.L., V.J., VI.J., VII.L., and VIII.M. of this Final Judgment; the transition services provisions in Paragraphs IV.M., V.K., VI.K., VII.M., and VIII.N. of this Final Judgment; the non-compete provisions in Paragraphs IV.N., V.L., VI.L., VII.N., and VIII.O. of this Final Judgment; the non-solicitation provisions in Paragraphs IV.O., V.M., VI.M., VII.O., and VIII.P. of this Final Judgment; and the Antitrust Compliance program Training in Section XV of this Final Judgment. The monitor must provide periodic reports to the United States setting forth Defendants' efforts to comply with their obligations under this Final Judgment and under the Asset Preservation/Hold Separate Stipulation and Order. The United States, in its sole discretion, will set the frequency of the monitor's reports, but, at minimum, the monitor must provide reports every 90 calendar days. L. Within 30 calendar days after appointment of the monitor by the Court, and on a yearly basis thereafter, the monitor must provide to the United States and Defendants a proposed written work plan consistent with the monitor's responsibilities as set forth in this Section XIV. Defendants may provide comments on the proposed written work plan to the United States and the monitor within 14 calendar days after receipt, after which the monitor must produce a final work plan to the United States and Defendants, for approval by the United States in its sole discretion. Any disputes between Defendants and the monitor with respect to any written work plan will be decided by the United States in its sole discretion. The United States retains the right, in its sole discretion, to require changes or additions to a work plan at any time. M. The monitor may communicate *ex parte* with the Court when, in the monitor's judgment, such communication is reasonably necessary to the monitor's duties under this Final Judgment, including if Defendants fail to pay the monitor's costs and expenses in a timely manner or otherwise violate this Final Judgment. N. The monitor will serve until 90 calendar days after the terms of all supply contracts or non-solicitation requirements required by this Final Judgment have expired, whichever is later, unless the United States, in its sole discretion, determines a different period is appropriate. O. If the United States determines that the monitor is not acting diligently or in a reasonably cost-effective manner, or if the monitor resigns or becomes unable to accomplish the monitor's duties, the United States may recommend that the Court appoint a substitute. XV. Antitrust Compliance Training Within 90 calendar days of entry of this Final Judgment, and on an annual basis thereafter for the duration of this Final Judgment, Defendant Reddy Ice must conduct an antitrust compliance training in a form and content devised by Defendant Reddy Ice and approved by the United States in its sole discretion on
(i)the meaning and requirements of this Final Judgment and the Asset Preservation/Hold Separate Stipulation and Order, and
(ii)compliance with federal and applicable state antitrust laws and guidelines. Defendant Reddy Ice must provide such training to
(i)Defendant Reddy Ice's corporate leadership (including Defendant Reddy Ice's President, Chief Executive Officer, Chief Financial Officer, and Chief Commercial Officer, or their corporate equivalents, and their direct reports and
(ii)all employees of Defendant Reddy Ice who communicate in any way with other manufacturers, suppliers, or distributors of packaged ice. The Chief Legal Officer of Defendant Reddy Ice must submit an affidavit certifying compliance with this training requirement within 370 calendar days of entry of this Final Judgment and on an annual basis thereafter for the duration of this Final Judgment. The United States, in its sole discretion, may approve a different signatory for the affidavit. XVI. Compliance Inspection A. For the purposes of determining or securing compliance with this Final Judgment or of related orders such as the Asset Preservation/Hold Separate Stipulation and Order or of determining whether this Final Judgment should be modified or vacated, upon the written request of an authorized representative of the Assistant Attorney General for the Antitrust Division and reasonable notice to Defendants, Defendants must permit, from time to time and subject to legally recognized privileges, authorized representatives, including agents retained by the United States: 1. to have access during Defendants' business hours to inspect and copy, or at the option of the United States, to require Defendants to provide electronic copies of all books, ledgers, accounts, records, data, and documents, wherever located, in the possession, custody, or control of Defendants relating to any matters contained in this Final Judgment; and 2. to interview, either informally or on the record, Defendants' officers, employees, or agents, wherever located, who may have their individual counsel present, relating to any matters contained in this Final Judgment. The interviews must be subject to the reasonable convenience of the interviewee and without restraint or interference by Defendants. B. Upon the written request of an authorized representative of the Assistant Attorney General for the Antitrust Division, Defendants must submit written reports or respond to written interrogatories, under oath if requested, relating to any matters contained in this Final Judgment. XVII. Notification A. Unless a transaction is otherwise subject to the reporting and waiting period requirements of the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, 15 U.S.C. 18a (the “HSR Act”), Defendants may not, without first providing at least 30 calendar days advance notification to the United States, directly or indirectly acquire any assets of or any interest in, including a financial, security, loan, equity, or management interest, an entity valued at 15% of the HSR Act's “size of transaction” threshold (as adjusted annually) or greater that is involved in the manufacture or sale of packaged ice in Oregon; Washington; Imperial County, Los Angeles County, Orange County, Riverside County, San Bernardino County, or San Diego County in California; to, or within 50 miles of, customers located at Newark Liberty International Airport, John F. Kennedy International Airport, LaGuardia Airport, or Boston Logan International Airport; during the five-year period following entry of this Final Judgment. B. Defendants must provide the notification required by Section XVII of this Final Judgment in the same format as, and in accordance with the instructions relating to, the Notification and Report Form set forth in the Appendix to Part 803 of Title 16 of the Code of Federal Regulations, as amended, except that the information requested in the Additional Information section must be provided only about the manufacture or sale of packaged ice. C. Notification must include, beyond the information required by the instructions, the names of the principal representatives who negotiated the transaction on behalf of each party, and all management or strategic plans discussing the proposed transaction. If, within the 30 calendar days following notification, representatives of the United States make a written request for additional information, Defendants may not consummate the proposed transaction until 30 calendar days after submitting all requested information. D. Early termination of the waiting periods set forth in Section XVII of this Final Judgment may be requested and, where appropriate, granted in the same manner as is applicable under the requirements and provisions of the HSR Act and rules promulgated thereunder. Section XVII of this Final Judgment must be broadly construed, and any ambiguity or uncertainty relating to whether to file a notice under Section XVII of this Final Judgment must be resolved in favor of filing notice. XVIII. No Reacquisition and Limitations on Acquisitions, Joint Ventures, Partnerships, and Collaborations A. Defendants may not reacquire any part of or any interest in the Divestiture Assets during the term of this Final Judgment without prior written authorization of the United States in its sole discretion. In addition, during the term of this Final Judgment, Defendants may not, without the prior written authorization of the United States in its sole discretion, acquire any part of or any interest in any Acquirer. B. During the term of this Final Judgment, Defendants may not enter into a new joint venture, partnership, or collaboration, including any distribution or co-packing agreement, with any Acquirer, except that after five years from the date of entry of this Final Judgment, the United States may, in its sole discretion, permit Defendants to enter into distribution or co-packing agreements with Acquirers. Further, the United States may, in its sole discretion, approve distribution or co-packing agreements between Defendants and Acquirers even during the period when such agreements are prohibited by this Final Judgment. XIX. Public Disclosure A. No information or documents obtained pursuant to any provision in this Final Judgment, including reports the monitor provides to the United States pursuant to Paragraphs XIV.K. and XIV.L. of this Final Judgment, may be divulged by the United States or the monitor to any person other than an authorized representative of the executive branch of the United States, except in the course of legal proceedings to which the United States is a party, including grand-jury proceedings, for the purpose of evaluating a proposed Acquirer or securing compliance with this Final Judgment, or as otherwise required by law. B. In the event that the monitor receives a subpoena, court order, or other court process seeking or requiring production of information or documents obtained pursuant to any provision in this Final Judgment, including reports the monitor provides to the United States pursuant to Paragraphs XIV.K. and XIV.L. of this Final Judgment, the monitor must notify the United States and Defendants immediately and prior to any disclosure, so that Defendants may address such potential disclosure and, if necessary, pursue alternative legal remedies, including if deemed appropriate by Defendants, intervention in the relevant proceedings. C. In the event of a request by a third party, pursuant to the Freedom of Information Act, 5 U.S.C. 552, for disclosure of information obtained pursuant to any provision of this Final Judgment, the United States will act in accordance with that statute and the Department of Justice regulations at 28 CFR part 16, including the provision on confidential commercial information at 28 CFR 16.7. Defendants submitting information to the Antitrust Division should designate the confidential commercial information portions of all applicable documents and information under 28 CFR 16.7. Designations of confidentiality expire 10 years after submission, “unless the submitter requests and provides justification for a longer designation period.” *See* 28 CFR 16.7(b). D. If at the time that Defendants furnish information or documents to the United States pursuant to any provision of this Final Judgment, Defendants represent and identify in writing information or documents for which a claim of protection may be asserted under Rule 26(c)(1)(G) of the Federal Rules of Civil Procedure, and Defendants mark each pertinent page of such material, “Subject to claim of protection under Rule 26(c)(1)(G) of the Federal Rules of Civil Procedure,” the United States must give Defendants 10 calendar days notice before divulging the material in any legal proceeding (other than a grand jury proceeding). XX. Retention of Jurisdiction The Court retains jurisdiction to enable any party to this Final Judgment to apply to the Court at any time for further orders and directions as may be necessary or appropriate to carry out or construe this Final Judgment, to modify any of its provisions, to enforce compliance, and to punish violations of its provisions. XXI. Enforcement of Final Judgment A. If at any time during the five-year period following entry of this Final Judgment, the United States determines in its sole discretion that the Final Judgment has failed to fully redress the violations alleged in the Complaint, then the United States may re-open this proceeding to seek additional relief, including divestiture of additional assets. Such additional relief may be ordered by this Court upon a finding by a preponderance of the evidence that there is a reasonable probability that the proposed Final Judgment did not fully redress the violations alleged in the Complaint. B. The United States retains and reserves all rights to enforce the provisions of this Final Judgment, including the right to seek an order of contempt from the Court. In a civil contempt action, a motion to show cause, or a similar action brought by the United States relating to an alleged violation of this Final Judgment, the United States may establish a violation of this Final Judgment and the appropriateness of a remedy therefor by a preponderance of the evidence, and Defendants waive any argument that a different standard of proof should apply. C. This Final Judgment should be interpreted to give full effect to the procompetitive purposes of the antitrust laws and to restore the competition the United States alleges was harmed by the challenged conduct. Defendants may be held in contempt of, and the Court may enforce, any provision of this Final Judgment that, as interpreted by the Court in light of these procompetitive principles and applying ordinary tools of interpretation, is stated specifically and in reasonable detail, whether or not it is clear and unambiguous on its face. In any such interpretation, the terms of this Final Judgment should not be construed against either party as the drafter. D. In an enforcement proceeding in which the Court finds that Defendants have violated this Final Judgment, the United States may apply to the Court for an extension of this Final Judgment, together with other relief that may be appropriate. In connection with a successful effort by the United States to enforce this Final Judgment against a Defendant, whether litigated or resolved before litigation, that Defendant must reimburse the United States for the fees and expenses of its attorneys, as well as all other costs including experts' fees, incurred in connection with that effort to enforce this Final Judgment, including during the investigation of the potential violation. E. For a period of four years following the expiration of this Final Judgment, if the United States has evidence that a Defendant violated this Final Judgment before it expired, the United States may file an action against that Defendant in this Court requesting that the Court order:
(1)Defendant to comply with the terms of this Final Judgment for an additional term of at least four years following the filing of the enforcement action;
(2)all appropriate contempt remedies;
(3)additional relief needed to ensure the Defendant complies with the terms of this Final Judgment; and
(4)fees or expenses as called for by Section XXI of this Final Judgment. XXII. Expiration of Final Judgment Unless the Court grants an extension, this Final Judgment will expire 10 years from the date of its entry, except that after five years from the date of its entry, this Final Judgment may be terminated upon notice by the United States to the Court and Defendants that the divestitures have been completed and continuation of this Final Judgment is no longer necessary or in the public interest. XXIII. Public Interest Determination Entry of this Final Judgment is in the public interest. The parties have complied with the requirements of the Antitrust Procedures and Penalties Act, 15 U.S.C. 16, including by making available to the public copies of this Final Judgment and the Competitive Impact Statement, public comments thereon, and any response to comments by the United States. Based upon the record before the Court, which includes the Competitive Impact Statement and, if applicable, any comments and response to comments filed with the Court, entry of this Final Judgment is in the public interest. Date: [Court approval subject to procedures of Antitrust Procedures and Penalties Act, 15 U.S.C. 16] United States District Judge Schedule 1 Customer name Address 24 SEVEN-BRAWLEY 300 A Street, Brawley, CA. 7-11 #21028 EL CENTRO 1485 Ocotillo Drive, El Centro, CA. 7-11 #21836 EL CENTRO 2050 S 4th Street, El Centro, CA. 7-11 #22906 211 Fifth Street, Holtville, CA. 7-11 #23229 BRAWLEY 184 W Main Street, Brawley, CA. 7-11 #23409 904 S Imperial Avenue, Calexico, CA. 7-11 #24811 815 Adams Avenue, El Centro, CA. 7-11 #26684 485 E Main Street, El Centro, CA. 7-11 #32300 168 E Cole Boulevard, Suite 15, Calexico, CA. 7-11 #34656 113 Rockwood Avenue, Calexico, CA. 7-11 #36027 1101 Andrade Avenue, Calexico, CA. 7-11 #38661 555 Imperial Avenue, El Centro, CA. 9 Palms FLC INC 555 Cesar Chavez Boulevard, Calexico, CA. ADVANCE SERVICE INC 1025 Heber Avenue, Heber, CA. Agrow Labor Service 2194 Barbara Worth Road, Holtville, CA. ALL VALLEY FENCE & SUPPLY INC 164 N O Street, Imperial, CA. Amazon AMXL—HFA2 3523 S Northpointe Drive, Fresno, CA. Amazon AMXL—HLA2 21420 Needham Ranch Parkway, Santa Clarita, CA. Amazon AMXL—HLA4 4375 N Perris Boulevard, Perris, CA. Amazon AMXL—HLX1 14300 Alton Parkway, Irvine, CA. Amazon AMXL—HSD2 8150 Airway Road, San Diego, CA. Amazon AMZL—DAX3 20730 Prairie Street, Chatsworth, CA. Amazon AMZL—DAX7 9350 Rayo Avenue, South Gate, CA. Amazon AMZL—DAX8 600 W Technology Drive, Palmdale, CA. Amazon AMZL—DCW8 3600 Wilson Road, Bakersfield, CA. Amazon AMZL—DCX2 25725 Jeronimo Road, Mission Viejo, CA. Amazon AMZL—DCX7 990 Francisco Street, Torrance, CA. Amazon AMZL—DCX8 1256 N Magnolia Avenue, Anaheim, CA. Amazon AMZL—DDO6 2751 Skypark Drive, Torrance, CA. Amazon AMZL—DFX3 9785 Bellanca Avenue, Los Angeles, CA. Amazon AMZL—DFX4 15272 Bear Valley Road, Victorville, CA. Amazon AMZL—DFX9 14952 Bolsa Chica Street, Huntington Beach, CA. Amazon AMZL—DIB5 860 Harold Place, Chula Vista, CA. Amazon AMZL—DIB6 1895 Marigold Avenue, Redlands, CA. Amazon AMZL—DIB7 2311 Boswell Road, Chula Vista, CA. Amazon AMZL—DJT6 20920 Krameria Avenue, Riverside, CA. Amazon AMZL—DJW8 35750 Date Palm Drive, Cathedral City, CA. Amazon AMZL—DLX1 11811 Florence Avenue, Santa Fe Springs, CA. Amazon AMZL—DLX5 4841 W San Fernando Road, Los Angeles, CA. Amazon AMZL—DLX7 6450 Katella Avenue, Cypress, CA. Amazon AMZL—DLX8 515 E Dyer Road, Santa Ana, CA. Amazon AMZL—DLX9 5750 Mesmer Avenue, Culver City, CA. Amazon AMZL—DOT4 3001 Mission Oaks Boulevard, Camarillo, CA. Amazon AMZL—DPS2 400 National Way, Simi Valley, CA. Amazon AMZL—DPS5 28820 W Chase, Valencia, CA. Amazon AMZL—DPS6 1757 Tapo Canyon Road, Simi Valley, CA. Amazon AMZL—DSD1 16550 Via Esprillo, San Diego, CA. Amazon AMZL—DSD4 5650 Kearny Mesa Road, San Diego, CA. Amazon AMZL—DSD5 3250 Business Park Drive, Vista, CA. Amazon AMZL—DSD8 14400 Kirkham Way, #1450, Poway, CA. Amazon AMZL—DSJ5 5440 E Olive Avenue, Fresno, CA. Amazon AMZL—DUR1 2815 N Hollywood Way, Burbank, CA. Amazon AMZL—DUR9 27711 Diaz Road, Temecula, CA. Amazon AMZL—DXC3 3370 E La Palma Avenue, Anaheim, CA. AM-PM #5276 CALEX 1025 Kloke Avenue, Calexico, CA. API GATEWAY 430 Pan American Street, Calexico, CA. AXIS MSO #6844 960 N Imperial Avenue, El Centro, CA. AXIS MSO #6846 201 W Main Street, Brawley, CA. B Food Mart 610 S Brawley Avenue, Brawley, CA. Baja Shaved Ice 2313 Ashton Court, Imperial, CA. BARKLEY SEED INC 105 W Carey Road, Brawley, CA. BEE SWEET CITRUS 3 FLAGS RANCH 4300 W Highway 86, Borrego Springs, CA. BEE SWEET CITRUS 4 DEL MAR 5980 Poe Road, Brawley, CA. Big Wormz Catering 1014 Ash Street, Brawley, CA. Black Dog Farms 860 W 6th Street, Holtville, CA. Blackman Plumbing Inc 542 Industry Way, Imperial, CA. BOConcrete 568 W Murphy Road, Imperial, CA. BOLTHOUSE FARMS, INC Lack Road, Westmorland, CA. Brawley Ace Hardware 415 W Main Street, Brawley, CA. BRAWLEY LIQUOR 1045 Main Street, Brawley, CA. Brawley Meat Market 596 G Street, Brawley, CA. BRAWLEY SCHOOL DIST 216 W D Street, Brawley, CA. Brawley Youth Football 225 A Street, Brawley, CA. Britschgi Farms 1595 Ferguson Road, Holtville, CA. BULL ENTERPRISES INC 1701 Bowker Road, El Centro, CA. C&G FARMS INC 2216 P.O. Box, Gonzales, CA. CALIFORNIA FRUIT DELITE 646 S 1st Street, El Centro, CA. California Market #1 127 E 2nd Street, Calexico, CA. CALIFORNIA SUPER MARKET 601 S Imperial Avenue, Calexico, CA. CAMEIRO HEIFER RANCH 195 W Carey Road, Brawley, CA. CB STOP 1498 Cole Boulevard, Calexico, CA. CENTRAL IMPLEMENTS 950 S Dogwood Road, El Centro, CA. CERRUDO SERVICES 250 W Commercial, El Centro, CA. CHEVAL FARM 346 Larsen Road, Imperial, CA. CHIRP FARMS INC 3805 Wiest Road, Brawley, CA. Circle K Franchise #2655800 610 S Brawley Avenue, Brawley, CA. CITY OF BRAWLEY—PUBLIC WORKS 180 S Western Avenue, Brawley, CA. CITY OF BRAWLEY—WASTEWATER PLANT 5015 N Best Avenue, Brawley, CA. CITY OF BRAWLEY—WATER DISTRIBUTION 760 Willard Avenue, Brawley, CA. City of Brawley—Parks & Rec 180 S Western Avenue, Brawley, CA. CLAIREMONT EQUIPMENT 440 W Aten Road, Imperial, CA. ConEdison Development 394 Rockwood Road, Calexico, CA. COPPEL CORPORATION 503 Scaroni Avenue, Calexico, CA. CR&R INCORPORATED 599 E Main Street, El Centro, CA. CROWN CITRUS COMPANY 407 W Industrial Avenue, Calipatria, CA. Cultiver, LLC 1496 Lyons Road, Calexico, CA. DEL SOL MARKET 402 E 5th Street, Holtville, CA. DESERT PROPERTIES 429 W Main Street, El Centro, CA. DESERT TRAILS RV PARK 225 Wake Avenue, El Centro, CA. DFAS-CO W SVC CNTR COMM ACCTS 1415 Ross Avenue, El Centro, CA. Dnata—LAX 291 Coral Circle, El Segundo, CA. DOLLAR GENERAL #14455 550 N Imperial Avenue, El Centro, CA. DoorDash SND-1 1022 W Morena Boulevard, Suites F&G, San Diego, CA. DOUBLE M RANCHES INC 4554 Brandt Road, Brawley, CA. EFR ENVIRONMENTAL SERVICE 3390 Dogwood Road, Brawley, CA. El Centro Ace Hardware 1041 N Imperial Avenue, El Centro, CA. El Centro Liquor 401 W State Street, El Centro, CA. El Glacier Shaved Ice 1532 W Orange Avenue, El Centro, CA. EL SOL MARKET #5 658 Main Street, Brawley, CA. EL TORO EXPORT LLC 1407 S La Brucherie Road, El Centro, CA. EMPIRE MACHINERY 3393 US Highway 86, Imperial, CA. ENSIENT DEHYDRATED FLAVORS CO 1048 Taecker Road, Brawley, CA. Escalera Stack King Inc 1534 A Street, Brawley, CA. EUCLID MARKET 603 W Euclid Avenue, El Centro, CA. FAMILY DOLLAR RI BOX #10238 1400 Main Street, Brawley, CA. FAMILY DOLLAR RI BOX #10434 308 W 5th Street, Holtville, CA. FAMILY DOLLAR RI BOX #9258 1111 S 4th Street, El Centro, CA. Farm Aviation 1053 N Eastern Ave, Brawley, CA. FEDERAL EXPRESS 2451 Access Way, Imperial, CA. FIRST CHRISTIAN CHURCH 450 S Waterman Avenue, El Centro, CA. FLAVOR FACTORY 900 W Birch Street, Calexico, CA. FOOD 4 LESS—KROGER #774 2420 Cottonwood Drive, El Centro, CA. FOOD 4 LESS—KROGER #781 109 W Birch Street, Calexico, CA. FREDDY'S MERCANTILE 1500 Spa Road, Niland, CA. FRONTIER AGRICULTURAL SERV INC 304 Weed Road, Calexico, CA. GARCIA MARKET 1198 Main Street, Brawley, CA. GARGIULO FARMS 861 Main Street, Brawley, CA. GASTRAK OF CALEXICO LLC 435 Menvielle Court, Calexico, CA. Gate Gourmet LAX 6701 W Imperial Highway, Los Angeles, CA. Gate Gourmet SAN 3870 Houston Street, San Diego, CA. Gawfco Enterprises/Petromart retail 1691 Main Street, Brawley, CA. GIBI TRUCKING LLC 1102 E Evan Hewes Highway, El Centro, CA. GIBSON & SCHAEFER, INC 1126 Rockwood Road, Heber, CA. GLAMIS NORTH KOA 10595 Hot Mineral Spa Road, Niland, CA. GloriAnn Farms 33 Malan Street, Brawley, CA. GLORIA'S FIREWOOD 1796 Pickett Road, Brawley, CA. GOMEZ TARPING SERVICES LLC 1504 Kamm Road, Holtville, CA. GRANITE INDUSTRIAL, INC 5003 N Best Avenue, Brawley, CA. HELENA CHEMICAL 101 W Carey Road, Brawley, CA. HELENA CHEMICAL COMPANY 600 Brown Avenue, Calipatria, CA. HIDALGO SOCIETY 418 S Cesar Chavez Street, Brawley, CA. HOLLY SUGAR CORP 395 W Keystone Road, Brawley, CA. Holtville Ace Hardware 123 E 5th Street, Holtville, CA. HOME DEPOT #1059 320 Wake Avenue, El Centro, CA. Hope Cafe & Catering 605 E 2nd Street, Calexico, CA. Hope Cafe & Catering 1027 W State Street, El Centro, CA. Horizon Farms 1090 E 5th Street, Holtville, CA. Hoyt Engineering Inc 1103 East Main Street, El Centro, CA. HUDSON RANCH POWER 1 409 W McDonald Street, Calipatria, CA. Hutch-N-Son 4505 Brandt Road, Brawley, CA. IID—Drop 4 3675 E US Highway 98, Holtville, CA. IID—El Centro Yard 541 South 3rd Street, El Centro, CA. IID—Generation Station 485 E Villa Avenue, El Centro, CA. IID—Headquarter—Heavy Equipment 333 E Barioni Boulevard, Imperial, CA. IID—Headquarters—Auto Shop 333 E Barioni Boulevard, Imperial, CA. IID—Headquarters—Power Dock 333 E Barioni Boulevard, Imperial, CA. IID—N1 Vegetation 333 E Barioni Boulevard, Imperial, CA. IID—North End Division 5364 Hovley Road, Westmorland, CA. IID—S.O.C. 904 S Dogwood Road, El Centro, CA. IID—South End Division 567 Pine Avenue, Holtville, CA. IID—South West Division 2151 W Adams Avenue, El Centro, CA. IID—Western Division 544 Bowker Road, Calexico, CA. IMP CO—HEALTH DEPT 1341 S Clark Road, El Centro, CA. IMP CO FIRE STN—HOLTVILLE 549 Fern Avenue, Holtville, CA. IMP CO FIRE STN#1—IMPERIAL 2514 La Brucherie Road, Imperial, CA. IMP CO FIRE STN#2—HEBER 1078 Dogwood Road, Heber, CA. IMP CO FIRE STN#3—SEELEY 1862 W Evan Hewes Highway, Seeley, CA. IMP CO FIRE STN#3—SEELEY 1828 San Diego, Seeley, CA. IMP CO FIRE STN#6—OCOTILLO 1157 N Imperial Highway, Ocotillo, CA. IMP CO FIRE STN#7—NILAND 8071 Luxor Avenue, Niland, CA. IMP CO FIRE STN#9—SALTON CITY 2256 Cleveland Avenue, Thermal, CA. IMP CO RD DIST—HEBER 1098 Heffernan Avenue, Heber, CA. IMP CO RD DIST—IMPERIAL 304 E 4th Street, Imperial, CA. IMP CO SHERIFF'S—JUVENILE HALL 328 Applestille Road, El Centro, CA. IMP CO SHERIFF'S—OFFICE 328 Applestille Road, El Centro, CA. IMP CO SHERIFF'S/OHVEST 328 Applestille Road, El Centro, CA. IMPERIAL CAT FISH 152 E Harris Road, Imperial, CA. Imperial Chevron 1850 S Imperial Avenue, El Centro, CA. IMPERIAL GRAIN GROWERS, INC 4790 US Highway 111, Brawley, CA. IMPERIAL TRUSS & LUMBER 701 E 2nd Street, Imperial, CA. IMPERIAL VALLEY MILLING GO 250 E 5th Street, Holtville, CA. Industrial Mechanical Services, Inc 394 W Keystone Road, Brawley, CA. Industrial Mechanical Services, Inc 6920 Lack Road, Calipatria, CA. IRBY CONSTRUCTION CO 100 W Keystone Road, Brawley, CA. J AND B MATERIALS INC 350 W Olive Ave, El Centro, CA. J.T. Thorpe Industrial 7030 Gentry Rd, Calipatria, CA. Javiers Liquor 899 Main St, Brawley, CA. JCSD FARMS, INC 5805 Gentry Road, Westmorland, CA. JETT HARVEST 4560 Green Road, Brawley, CA. JETT HARVEST 2444 Portico Boulevard, Calexico, CA. Jett Harvest 115 W Ross Road, El Centro, CA. Jett Harvest Phiesel Canal Shop, Westmoreland, CA. JHP Global, Inc 5310 Vendel Road, Brawley, CA. JJ HARVESTING 233 W Main Street, El Centro, CA. JORDAN IMPLEMENT OFFICE/PARTS 1280 Main Street, Brawley, CA. JORDAN IMPLEMENTS SHOP 1280 Main Street, Brawley, CA. JOSMAR PACKING 331 Cesar Chavez Boulevard, Calexico, CA. JOSMAR PACKING Corner Of Lack And Foulds Road, Calipatria, CA. Josmar Packing Gantry & Lendey, Calapatria, CA. JR'S ICE CREAM 173 E Orange Avenue, El Centro, CA. KELOMAR INC 3949 Austin Road, Brawley, CA. Kelomar Inc 600 N Barth Gt3, Westmoreland, CA. Kevin Grizzle Farms LLC 2400 Even Herwes, Holtville, CA. KEVIN GRIZZLE—BONDS CORNER RD 1395 Bonds Corner Road, Holtville, CA. Kiewit Infrastructures West Co 6098 Poe Road, Brawley, CA. KJS King George—J&J JV 2200 Bennett Road Naf B145, El Centro, CA. KRISTAL WATER 526 E 2nd Street, Calexico, CA. KW TRANSPLANTS INC 1903 E 4th Street, Holtville, CA. La Brucherie Irrigation 108 E Ross Avenue, El Centro, CA. La Colmena Produce & Meat Dept. 1141 H Street, Brawley, CA. La Valle Sabbia 396 W Heber Road, El Centro, CA. Labrucherie Irrigation 1510 Jones Street, Brawley, CA. LABRUCHERIE PRODUCE LLC 1728 King Road, Holtville, CA. LABRUCHERIE PRODUCE, LLC 1407 S La Brucherie Road, El Centro, CA. LAS CONCHITAS BAKERY INC 619 S 4th Street, El Centro, CA. Laurel AG & Water 803 Ca-78, Brawley, CA. Legends Hospitality—SoFi Stadium 1001 Stadium Drive, Inglewood, CA. LIDCO INC 615 N 8th Street, Brawley, CA. Love's Travel Stop #0749 551 W Main Street, Westmorland, CA. MANZANO'S HARVESTING INC 565 E Ross Avenue, El Centro, CA. MARIA'S CATERING 1221 N Palm Avenue, Heber, CA. Maverik #729 1402 S Dogwood Road, El Centro, CA. McLane EOC Riverside, CA (DayCreek) 1051 Wineville Avenue, Ontario, CA. MFW Washing 701 Pierce Avenue, Calexico, CA. MILKY WAY FARMS 4210 Green Road, Brawley, CA. Mission Ranches 604 E Jasper Road, Calexico, CA. Mission Ranches 2340 Mcconnell Road, Holtville, CA. MOIOLA BROS. CATTLE FEEDERS 1594 Gonder Road, Brawley, CA. MONET'S ICE CREAM 182 W State Street, El Centro, CA. My Mihan Inc 1098 Cole Boulevard, Calexico, CA. NAF—JETT MART Naf Attn Irma, El Centro, CA. Nature Joy Harvest 3125 Huff Road, Imperial, CA. O K RUBBER TIRES 375 N 8th Street, Brawley, CA. OCEAN PACKING 870 Taecker Road, Brawley, CA. OMEGA ELECTRIC 428 W Cady Road, Brawley, CA. One world Fleet Services 575 US Highway 111, Brawley, CA. ORMAT NEVADA 855 Dogwood Road, Heber, CA. ORMAT NEVADA 895 Pitzer Road, Heber, CA. ORMAT NEVADA 3300 E Evan Hughs Highway, Holtville, CA. ORMESA GEOTHERMAL 3302C E Evan Hewes Highway, Holtville, CA. OWB Packers 57 Shank Road, Brawley, CA. Pacific Ag Rentals—Imperial 1509 River Drive, Brawley, CA. PARKHOUSE TIRE 1002 S Dogwood Road, El Centro, CA. Pattern Operators LP 1377 West Imperial Highway, Ocotillo, CA. Pilot #1328 2325 Sierra Lakes Parkway, Suite 102, Rialto, CA. Pilot Flying J #365 22717 Avenue 18 1/2 , Madera, CA. Pilot Flying J #765 72235 Varner Road, Thousand Palms, CA. Pilot Travel Center #1132 234 Ben Hulse Highway, Brawley, CA. Pilot Travel Center #200 5725 Ca-58, Boron, CA. Pilot Travel Center #343 1497 Piper Ranch Road, San Diego, CA. Pioneers Memorial Healthcare District 320 Cattle Call Drive, Brawley, CA. PLANTERS HAY INC 1295 US Highway 78, Brawley, CA. Premier Electrical Solutions Inc 1954 Cannon Road, El Centro, CA. PRIME FUEL & MINI MART 1686 Main Street, Brawley, CA. Rain For Rent 3397 US Highway 86, Imperial, CA. RALPH T TAYLOR FARMS 1197 Pickett Road, Brawley, CA. RANCHO VERDE HARVEST INC 5257 Dean Road, Westmorland, CA. RASPADOS CUCHI'S #1 (CALEXICO) 528 E 5th Street, Calexico, CA. RASPADOS CUCHIS #1 (EL CENTRO) 502 Adams Avenue, El Centro, CA. RASPADOS CUCHIS #2 (EL CENTRO) 3451 S Dogwood Road, #FC10, El Centro, CA. Raspados LaCura 888 W 2nd Street, Unit H250, Calexico, CA. RASPADOS RUBEN'S 734 S 4th Street, El Centro, CA. RASPALANDIA 260 S Imperial Avenue, #B, Imperial, CA. RDO EQUIPMENT COMPANY 3275 US Highway 86, Imperial, CA. RDO WATER 1620 Jones Street, Brawley, CA. RDO WATER 1644 Jones Street, Brawley, CA. Republic Services 702 E Heil Avenue, El Centro, CA. Republic Services 3354 Dogwood Road, Imperial, CA. RITE AID #5674 405 W Main Street, Brawley, CA. RITE AID #5680 1501 W Main Street, El Centro, CA. RITE AID #6515 211 W Birch Street, Calexico, CA. ROTO ROOTER 1202 McCullom Street, El Centro, CA. Rove Engineering Inc 398 E Aurora Drive, El Centro, CA. RUBIN SEEDS, LLC 4746 US Highway 111, Brawley, CA. S and S Harvesting Co. 280 Campillo Street, Calexico, CA. SA RECYCLING LLC 460 E Holton Road, El Centro, CA. SAN DIEGO GAS & ELECT SVCS CTR Highway 98, San Diego, CA. Sargent Electric—West side El Centro BESS 1118 Liebert Road, El Centro, CA. SCHAFFNER DAIRY 2805 Casey Road, Holtville, CA. SIEMENS ENERGY INC 1377 W Imperial Highway, Ocotillo, CA. SLA Paving Inc 360 Ritter Court, Imperial, CA. Stella Liquor@Market Inc 163 W Main Street, Westmorland, CA. SUN LANDSCAPE INC 2771 US Highway 111, Imperial, CA. Sunrise Applicators 1298 E Gillett Street, El Centro, CA. SUPER STOP TRAVEL CENTER 550 Wake Avenue, El Centro, CA. SUPREME DRYWALL INC 1199 E Evan Hewes Highway, El Centro, CA. Supreme Water Brawley 495 N 8th Street, Brawley, CA. TACOS MARLYN 1614 S 4th Street, El Centro, CA. TARGET #1816 2295 N Imperial Avenue, El Centro, CA. TASCO, INC 1596 Chalupnik Road, Brawley, CA. TFT FARMS 1802 P.O. Box, Brawley, CA. TGH Inc 3125 Huff Road, Imperial, CA. Tom Watson Inc 1199 Industry Way, El Centro, CA. TONY'S MARKET 502 Encinas Avenue, Calexico, CA. TOYOTALIFT INC 302 E Aurora Drive, El Centro, CA. U.S Border Patrol—El Centro Station 221 W Aten Road, Imperial, CA. UNION FOOD MARKET 608 E 5th Street, Holtville, CA. United Airlines SAN 3835 N Harbor Drive, Suite 115, Terminal 2, San Diego, CA. United Airlines SNA 18601 Airport Way, Santa Ana, CA. UPS—El Centro 160 W Main Street, El Centro, CA. Vail Ranch 3104 W US Highway 86, Brawley, CA. Vail Ranch 910 W Vail Road, Calipatria, CA. VALLEY AG SERVICES INC 1565 P.O. Box, Brawley, CA. VALLEY ENV AKA: REP. IMP AQUI 104 E Robinson Road, Imperial, CA. VESTIS UNIFORM SERVICES 1535 River Drive, Brawley, CA. VEYSEY ENTERPRISES, INC 3651 Austin Road, Brawley, CA. W&M ELECTRICAL SERVICES 1151 S Hope Street, El Centro, CA. WESTERN LIQUOR 215 West E Street, Brawley, CA. WHITTED LIQUORS 462 N 8th Street, Brawley, CA. WILBUR-ELLIS COMPANY 45 Danenberg Drive, El Centro, CA. WYMORE INC 697 S Dogwood Road, El Centro, CA. Schedule 2 Customer name Address COMPASS GROUP—INSTRUMENTATION LABORATORY 180 Hartwell Road, Bedford, MA 01730. Delta Airlines BOS 440 William McClellan Highway, Suite #104, East Boston, MA 02128. Gate Gourmet BOS 1 440 William McClellan Highway, East Boston, MA 02128. Gate Gourmet BOS 2 480 William McClellan Highway, East Boston, MA 02128. LSG SKY CHEFS BOS #1379 25 Lovell Street, Building 68, Boston, MA 02128. Pilot Travel Center #222 400 Haynes Street, Sturbridge, MA 01566. Pilot Travel Center #255 433 Old Gate Lane, Milford, CT 06460. Whole Foods Market #10317 350 Grasmere Avenue, Fairfield, CT 06824. Whole Foods Market #10455 5C Sugar Hollow Road, Danbury, CT 06810. Schedule 3 Customer name Address Home Depot #916 373 US Highway 9 S, Woodbridge, NJ 07095. Home Depot #947 400 Promenade Boulevard, Bridgewater, NJ 08807. Home Depot #959 75 McLean Boulevard, Paterson, NJ 07514. Amazon AMZL—DAB5 270 Richards Street, Brooklyn, NY 11231. DOLLAR TREE #3718 276 US Highway 202/31 N, Flemington, NJ 08822. DOLLAR TREE #785 1965 State Route 57, Suite 12, Hackettstown, NJ 07840. DOLLAR TREE #6498 8101 Tonnelle Avenue, North Bergen, NJ, 07047. Amazon AMZL—DJR3 235 Veterans Boulevard, Rutherford, NJ 07070. Amazon AMZL—DJR5 670 Belleville Turnpike, Kearny, NJ 07032. Amazon AMZL—DJZ3 377 Roosevelt Avenue, Carteret, NJ 07008. Amazon AMZL—DJZ6 1800 Lower Road, Linden, NJ 07036. Amazon AMZL—DNK5 105 Avenue A, Bayonne, NJ 07002. Amazon AMZL—DZJ8 1 Paddock Street, Avenel, NJ 07001. DOLLAR TREE #7508 461 US 46 W, Fairfield, NJ 07004. DOLLAR TREE #3180 306 US Highway 9 N, Woodbridge, NJ 07095. Amazon AMZL—DNJ7 81 International Drive S, Budd Lake, NJ 07828. DOLLAR TREE #5375 1136 US Highway 1, Edison, NJ 08817. DOLLAR TREE #5045 275 State Route 18, East Brunswick, NJ 08816. DOLLAR TREE #7135 235 E Front Street, Plainfield, NJ 07060. DOLLAR TREE #6658 1392 Saint Georges Avenue, Avenel, NJ 07001. DOLLAR TREE #4955 31 Woodbridge Center Drive, Woodbridge, NJ 07095. Southwest Airlines LGA Terminal B Central Terminal Drive, Flushing, NY 11371. DOLLAR TREE #7674 464 Elizabeth Avenue, Suite A, Somerset, NJ 08873. DOLLAR TREE #6193 256 US Highway 206, Hillsborough NJ 08844. DOLLAR TREE #5265 13 Washington Avenue, Belleville, NJ 07109. AMERICAN AIRLINES JFK ENVOY JFK International Gate 31 Terminal 8, Jamaica, NY 11430. DOLLAR TREE #1921 15 Washington Street, Lodi, NJ 07644. DOLLAR TREE #8589 901 Mountain Avenue, Springfield, NJ 07081. DOLLAR TREE #8969 1440 US Highway 46, Parsippany, NJ 07054. DOLLAR TREE #4692 1077 State Route 34, Aberdeen, NJ 07747. DOLLAR TREE #7663 435 State Route 34, Matawan NJ, 07747. DOLLAR TREE #8865 524 State Route 35, Red Bank, NJ 07701. DOLLAR TREE #3099 2485 US Highway 22 W, Union, NJ 07083. DOLLAR TREE #9136 955 US Highway 22, North Plainfield, NJ 07060. DOLLAR TREE #1629 560 Milltown Road, North Brunswick, NJ 08902. DOLLAR TREE #4987 1713 Springfield Avenue, Maplewood, NJ 07040. DOLLAR TREE #7650 1199 Amboy Avenue, Edison, NJ 08837. Home Depot #6911 170 Union Hill Road, Morganville, NJ 07751. DOLLAR TREE #7735 67 Saint George Avenue, Roselle, NJ 07203. AMERICAN AIRLINES EWR 3 Brewster Road, Terminal A, Newark, NJ 07114. DOLLAR TREE #4248 1046 Saint Georges Avenue, Rahway, NJ 07065. Frontier Airlines LGA LSG East Elmhurst, Queens, NY 11371. Gate Gourmet—EWR—AA 855 Woodruff Lane, Elizabeth, NJ 07201. Gate Gourmet EWR 2 855 Woodruff Lane, Elizabeth, NJ 07201. Gate Gourmet JFK #740 30 Inip Drive, Unit 740, Inwood, NY 11096. JETBLUE AIRWAYS EWR 6 Earhart Drive, Newark, NJ 07114. Gate Gourmet—LGA—AA 1815 45th Street, Queens, NY 11371. GATE GOURMET EWR 1 233 Miller Street, Newark, NJ 07114. Gate Gourmet LGA—Astoria, NY 1815 45th Street, Astoria, NY 11105. LSG SKY CHEFS JFK #1371 W Hanger Road, Building 139 Jamaica, New York, NY 11430. Schedule 4 Customer name Address ARS FRESNO #346 2610 NW Edenbower Boulevard, Roseburg, OR 97471. ARS FRESNO #526 5733 Main Street, Springfield, OR 97478. ARS FRESNO #528 317 Coburg Road, Eugene, OR 97401. ARS FRESNO #533 1618 SW Allen Creek Road, Grants Pass, OR 97527. ARS FRESNO #536 2402 W Main Street, Medford, OR 97501. BI-MART #601 2030 River Road, Eugene, OR 97404. BI-MART #602 1680 W 18th Avenue, Eugene, OR 97402. BI-MART #603 1521 Mohawk Boulevard, Springfield, OR 97477. BI-MART #604 2045 NW 9th Street, Corvallis, OR 97330. BI-MART #606 2272 Santiam Highway SE, Albany, OR 97322. BI-MART #607 2131 Newmark Street, North Bend, OR 97459. BI-MART #608 2280 Ashland Street, Ashland, OR 97520. BI-MART #609 1381 NW Garden Valley Boulevard, Roseburg, OR 97471. BI-MART #610 230 Redwood Highway, Grants Pass, OR 97527. BI-MART #611 1920 Washburn Way, Klamath Falls, OR 97603. BI-MART #613 2687 W Main Street, Medford, OR 97501. BI-MART #615 1635 SW Baker Street, McMinnville, OR 97128. BI-MART #616 990 Biddle Road, Medford, OR 97504. BI-MART #618 2075 SE Tualatin Valley Highway, Hillsboro, OR 97123. BI-MART #620 100 Gateway Boulevard, Cottage Grove, OR 97424. BI-MART #622 1813 Molalla Avenue, Oregon City, OR 97045. BI-MART #624 3862 River Road N, Keizer, OR 97303. BI-MART #627 5744 Main Street, Springfield, OR 97478. BI-MART #632 5975 SW 185th Avenue, Beaverton, OR 97078. BI-MART #633 2155 Lancaster Drive NE, Salem, OR 97305. BI-MART #634 2900 E Haworth Avenue, Newberg, OR 97132. BI-MART #635 3225 Pacific Avenue, Forest Grove, OR 97116. BI-MART #639 1555 SW 53rd Street, Corvallis, OR 97333. BI-MART #640 13500 SW Pacific Highway, Suite 70, Tigard, OR 97223. BI-MART #643 1600 Mount Hood Avenue, Woodburn, OR 97071. BI-MART #644 4310 Highway 101, Florence, OR 97439. BI-MART #646 444 Pacific Avenue S, Monmouth, OR 97361. BI-MART #647 1701 Shaff Road, Stayton, OR 97383. BI-MART #649 2510 Willakenzie Road, Eugene, OR 97401. BI-MART #650 2601 Falk Road, Vancouver, WA 98661. BI-MART #651 12321 NE Halsey Street, Portland, OR 97230. BI-MART #652 833 E Central Avenue, Sutherlin, OR 97479. BI-MART #653 4315 SE Woodstock Boulevard, Portland, OR 97206. BI-MART #657 20000 SE Highway 212, Damascus, OR 97089. BI-MART #659 514 W Main Street, Molalla, OR 97038. BI-MART #661 3003 Addy Street, Washougal, WA 98671. BI-MART #662 4750 SW Western Avenue, Beaverton, OR 97005. BI-MART #663 4780 Royal Avenue, Eugene, OR 97402. BI-MART #665 2680 S Santiam Highway, Lebanon, OR 97355. BI-MART #668 550 S 4th Street, Coos Bay, OR 97420. BI-MART #669 25126 Jeans Road, Veneta, OR 97487. BI-MART #670 110 E 6th Avenue, Junction City, OR 97448. BI-MART #675 150 Melton Road, Creswell, OR 97426. BI-MART #676 391 NW Douglas Boulevard, Winston, OR 97496. BI-MART #677 36859 Highway 26, Sandy, OR 97055. BI-MART #682 1030 SE Oar Avenue, Lincoln City, OR 97367. BI-MART #683 248 Wharf Street, Brookings, OR 97415. BI-MART #685 1980 Main Street, Sweet Home, OR 97386. DOLLAR GENERAL #15483 94 SE Main Street, Winston, OR 97496. DOLLAR GENERAL #15484 1300 Easy Street, Brookings, OR 97415. DOLLAR GENERAL #15774 636 E Central Avenue, Sutherlin, OR 97479. DOLLAR GENERAL #15898 110 Tannhauser Avenue, Roseburg, OR 97471. DOLLAR GENERAL #16080 25658 Redwood Highway, Cave Junction, OR 97523. DOLLAR GENERAL #16274 110 W Main Street, Rogue River, OR 97537. DOLLAR GENERAL #16332 240 S Old Pacific Highway, Myrtle Creek, OR 97457. DOLLAR GENERAL #16352 22281 Highway 62, Shady Cove, OR 97539. DOLLAR GENERAL #16451 1215 North 8th Street, Lakeside, OR 97449. DOLLAR GENERAL #16483 649 N Myrtle Road, Myrtle Creek, OR 97457. DOLLAR GENERAL #16489 350 N Main Street, Canyonville, OR 97417. DOLLAR GENERAL #16558 1290 Redwood Avenue, Grants Pass, OR 97527. DOLLAR GENERAL #16686 800 W Front Street, Merrill, OR 97633. DOLLAR GENERAL #16696 1008 S Chiloquin Boulevard, Chiloquin, OR 97624. DOLLAR GENERAL #16713 19604 N Umpqua Highway, Glide, OR 97443. DOLLAR GENERAL #16787 100 Timbers Boulevard, Smith River, CA 95567. DOLLAR GENERAL #17097 2140 Oregon Street, Port Orford, OR 97465. DOLLAR GENERAL #17223 340 N 3rd Street, Harrisburg, OR 97446. DOLLAR GENERAL #17290 658 Main Street, Philomath, OR 97370. DOLLAR GENERAL #17397 430 Main Street, Aumsville, OR 97325. DOLLAR GENERAL #17448 47624 Highway 58, Oakridge, OR 97463. DOLLAR GENERAL #17553 415 E Douglas Avenue, Gervais, OR 97026. DOLLAR GENERAL #17726 338 W B Avenue, Drain, OR 97435. DOLLAR GENERAL #17746 1035 2nd Street SE, Bandon, OR 97411. DOLLAR GENERAL #18000 380 NW Hemlock Street, Waldport, OR 97394. DOLLAR GENERAL #18086 1937 Main Street, Sweet Home, OR 97386. DOLLAR GENERAL #18164 203 Pacific Avenue, Glendale, OR 97442. DOLLAR GENERAL #18165 780 N 2nd Street, Jefferson, OR 97352. DOLLAR GENERAL #18246 1073 Monmouth Street, Independence, OR 97351. DOLLAR GENERAL #18301 935 Highway 101 N, Yachats, OR 97498. DOLLAR GENERAL #18394 1095 N 2nd Street, Silverton, OR 97381. DOLLAR GENERAL #18547 178 S Main Street, Brownsville, OR 97327. DOLLAR GENERAL #18772 3810 Greensprings Drive, Klamath Falls, OR 97601. DOLLAR GENERAL #18794 1915 Winchester Avenue, Reedsport, OR 97467. DOLLAR GENERAL #19709 2141 NE Diamond Lake Boulevard, Roseburg, OR 97470. DOLLAR GENERAL #19768 1950 SW Bridge Street, Grants Pass, OR 97526. DOLLAR GENERAL #19855 511 NE Main Street, Willamina, OR 97396. DOLLAR GENERAL #20076 24888 E Salmon River Road, Welches, OR 97067. DOLLAR GENERAL #20154 1001 Maryland Avenue, Myrtle Point, OR 97458. DOLLAR GENERAL #20588 728 W Main Street, Molalla, OR 97038. DOLLAR GENERAL #20770 417 Birch Avenue SW, Napavine, WA 98565. DOLLAR GENERAL #20866 1234 State Route 506, Vader, WA 98593. DOLLAR GENERAL #20892 7250 3rd Street SE, Turner, OR 97392. DOLLAR GENERAL #20960 892 Point Brown Avenue NE, Ocean Shores, WA 98569. DOLLAR GENERAL #21130 2399 Antelope Road, White City, OR 97503. DOLLAR GENERAL #21154 315 S Montesano Street, Westport, WA 98595. DOLLAR GENERAL #21342 5927 S 6th Street, Klamath Falls, OR 97603. DOLLAR GENERAL #21456 102 S Trade Street, Amity, OR 97101. DOLLAR GENERAL #21478 25380 Loten Way, Veneta, OR 97487. DOLLAR GENERAL #21676 332 First Avenue, Riddle, OR 97469. DOLLAR GENERAL #21729 1260 3rd Street, Lafayette, OR 97127. DOLLAR GENERAL #22570 78 Ph 10, Castle Rock, WA 98611. DOLLAR GENERAL #23270 111 S 72nd Street, Springfield, OR 97478. GROCERY OUTLET #12 2066 Highway 101, Florence, OR 97439. GROCERY OUTLET #062 1124 Highway 101 N, Crescent City, CA 95531. GROCERY OUTLET #149 4333 S 6th Street, Klamath Falls, OR 97603. GROCERY OUTLET #251 200 Gateway Boulevard, Cottage Grove, OR 97424. Grocery Outlet #315 721 N Coast Highway, Newport, OR 97365. Grocery Outlet #430 25110 Jeans Road, Veneta, OR 97487. Grocery Outlet #432 906 Chetco Avenue, Brookings, OR 97415. GROCERY OUTLET #509 780 NW Garden Valley Boulevard, Roseburg, OR 97471. Grocery Outlet #577 891 SE 1st Avenue, Canby, OR 97013. Grocery Outlet #600 3975 Commercial Street SE, Salem, OR 97302. HOME DEPOT #8557 3345 Grove Road, Phoenix, OR 97535. Pilot Travel Center #195 91485 Biggs Rufus Highway, Wasco, OR 97065. Pilot Travel Center #1226 91558 Biggs Rufus Highway, Wasco, OR 97065. TARGET #609 2255 14th Avenue SE, Albany, OR 97322. TARGET #612 2750 Gateway Street, Springfield, OR 97477. TARGET #613 2000 Crater Lake Highway, Medford, OR 97504. TARGET #1405 4575 W 11th Avenue, Eugene, OR 97402. VITAMIN COTTAGE 2053 S Colorado Boulevard, Denver, CO 80222. WALGREENS #6530 1700 Pacific Boulevard SE, Albany, OR 97321. WALGREENS #7373 111 Union Avenue, Grants Pass, OR 97527. WALGREENS #7975 5807 Main Street, Springfield, OR 97478. WALGREENS #9258 1210 Mohawk Boulevard, Springfield, OR 97477. WALGREENS #10812 6 W Q Street, Springfield, OR 97477. WALGREENS #11643 1675 Coburg Road, Eugene, OR 97401. WALGREENS #12068 1377 NE Stephens Street, Roseburg, OR 97470. WALGREENS #12290 1704 E Main Street, Cottage Grove, OR 97424. WALGREENS #12596 2280 W Main Street, Medford, OR 97501. WALGREENS #12901 3411 Broadway Avenue, North Bend, OR 97459. WALGREENS #13819 1236 NW Garden Valley Boulevard, Roseburg, OR 97471. WALGREENS #15239 27 S Coast Highway, Newport, OR 97365. WALGREENS #15974 43 N Front Street, Central Point, OR 97502. Whole Foods Market—Eugene 353 E Broadway, Eugene, OR 97401. WAREMART #153 5450 River Road N, Keizer, OR 97303. WINCO FOODS #3 PBS 2335 NW Kings Boulevard, Corvallis, OR 97330. WINCO FOODS #7 PBS 636 W Harris Street, Eureka, CA 95503. WINCO FOODS #9 PBS 11250 SE 82nd Avenue, Happy Valley, OR 97086. WINCO FOODS #13 PBS 1222 NE 102nd Avenue, Portland, OR 97220. WINCO FOODS #14 PBS 3025 SW Cedar Hills Boulevard, Beaverton, OR 97005. WINCO FOODS #15 PBS 1950 NE 122nd Avenue, Portland, OR 97230. WINCO FOODS #18 PBS 1240 Lancaster Drive SE, Salem, OR 97317. WINCO FOODS #20 PBS 4575 Commerical Street SE, Salem, OR 97302. WINCO FOODS #22 PBS 9700 NE Highway 99, Vancouver, WA 98665. WINCO FOODS #23 PBS 7501 SW Dartmouth Street, Tigard, OR 97223. WINCO FOODS #28 PBS 1500 SW Oak Street, Hillsboro, OR 97123. WINCO FOODS #34 PBS 1920 Olympic Street, Springfield, OR 97477. WINCO FOODS #39 PBS 4275 Barger Drive, Eugene, OR 97402. WINCO FOODS #40 PBS 7330 NE Butler Street, Hillsboro, OR 97124. WINCO FOODS #41 PBS 2585 NE Highway 99W, McMinnville, OR 97128. WINCO FOODS #44 PBS 251 E Barnett Road, Medford, OR 97501. WINCO FOODS #47 PBS 2511 SE 1st Street, Gresham, OR 97080. WINCO FOODS #49 PBS 905 NE 136th Avenue, Vancouver, WA 98684. WINCO FOODS #51 PBS 120 Triangle Shopping Center, Longview, WA 98632. WINCO FOODS #64 PBS 2101 NE Andresen Road, Vancouver, WA 98661. WINCO FOODS #72 PBS 11310 NE 119th Street, Vancouver, WA 98662. WINCO FOODS #132 PBS 7979 SE Powell Boulevard, Portland, OR 97206. WINCO FOODS #138 PBS 231 NE Terry Lane, Grants Pass, OR 97526. WINCO FOODS #143 PBS 3100 Pacific Blvd. SE, Albany, OR 97321. WINCO FOODS #154 PBS 19701 Highway 213, Oregon City, OR 97045. WinCo Foods #163 2815 Chad Drive, Eugene, OR 97408. WinCo Foods #172 2757 NW Stewart Parkway, Roseburg, OR 97471. WINCO FOODS #38 1737 Monmouth Street, Independence, OR 97351. WALMART #1880 2051 Newmark Avenue, Coos Bay, OR 97420. ALL STAR LIQUOR 12559 US Highway 101 N, Smith River, CA 95567. BIOFUEL—SEQUENTIAL 86714 McVay Highway, Eugene, OR 97405. BRIDGE COUNTRY STORE 51304 Hatfield Road, Myrtle Point, OR 97458. Cascade Farm Store 5415 Main Street, Springfield, OR 97478. CASEY'S RV PARK 46443 Westfir Road, Westfir, OR 97492. CHEVRON—BAYSHORE 600 N Bayshore Drive, Coos Bay, OR 97420. Coastal Farm & Ranch 7303 Crater Lake Highway, White City, OR 97503. DEXTER MARKET 38830 Dexter Road, Dexter, OR 97431. ENGLUND MARINE 191 Citizens Dock Road, Crescent City, CA 95531. FRANZ BAKERY 5923 S 350 W, Murray, UT 84107. GAT Airline Ground Support 28801 Douglas Drive, Eugene, OR 97402. H & S Stations 900 US Highway 101 N, Crescent City, CA 95531. HI-SCHOOL PHARMACY—WALDPORT 110 SW Highway 101, Waldport, OR 97394. HISTORIC WILSONS MARKET 90 June Avenue SE, Bandon, OR 97411. JUNCTION CITY LIQUOR 1650 Ivy Street, Junction City, OR 97448. LOON LAKE LODGE 9011 Loon Lake Road, Reedsport, OR 97467. LTI INC MILKY WAY 411 Park Hill Lane, Sutherlin, OR 97479. MARKET OF CHOICE #9 67 W 29th Avenue, Eugene, OR 97405. MITO SCIENCES 1850 Millrace Drive, Suite 3A, Eugene, OR 97403. Oregon Coast RV Park 75381 US Highway 101, Reedsport, OR 97467. OREGON FREEZE DRY 32136 Hooska Avenue, Tangent, OR 97389. OSPREY POINT RV RESORT 1505 N Lake Road, Lakeside, OR 97449. PORT O' CALL 155 1st Street SE, Bandon, OR 97411. RICHARDSON PARK CAMPGROUND 25950 Richardson Park Road, Junction City, OR 97448. SEA PERCH RV 95480 Highway 101 S, Yachats, OR 97498. SO DELICIOUS DAIRY FREE 1130 Shelley Street, Springfield, OR 97477. SPINREEL ATV 67045 Spinreel Road, North Bend, OR 97459. TRI PASS SKI CLUB 26116 Bangs Road, Junction City, OR 97448. Turtle Rock 28788 Hunter Creek Loop, Gold Beach, OR 97444. WORLD WIDE FLIGHT SERVICES INC Eugene Airport, Eugene, OR 97402. Schedule 5 Customer name Address A 1 SMOKE SHOP 7200 W Seltice Way, Post Falls, ID 83854-7785. Air Show Network 100 N Chennault Avenue, Fairchild AFB, WA 99011-9467. BEVERAGE BARN 447 N Bay Street, Post Falls, ID 83854-6325. BIG SMOKE 213 W Appleway Avenue, Suite 1, Coeur d'Alene, ID 83814-9372. Big Smoke 3134 E Mullan Avenue, Post Falls, ID 83854-5321. Big Smoke—Hayden 9170 N Hess, Suite #C, Hayden, ID 83835. Black Rock Marina 10201 W Rockford Bay Road, Coeur d'Alene, ID 83814-8619. BOARDWALK MARINA 115 S 2nd Street, Coeur d'Alene, ID 83814-2738. Camp Coeur d'Alene 10588 E Wolf Lodge Bay Road, Coeur d'Alene, ID 83814-5197. CDA Paving and Concrete Specialties 6399 W Bedrock Road, Post Falls, ID 83854. CEDARS FLOATING RESTAURANT 1514 S Marina Drive, Coeur d'Alene, ID 83814-5849. Citzen Council for the Arts, Inc 17 E Wallace Avenue, Coeur d'Alene, ID 83816. Coeur d'Alene Paving 2492 W Highway 53, Rathdrum, ID 83858-7566. Coeur D'Alene Resort 115 S 2nd Street, Coeur d'Alene, ID 83814-2738. CROSSETTS FOOD MART 101 N First Street, Oakesdale, WA 99158-9675. DALTON CENEX 5871 N Goverment Way, Dalton Gardens, ID 83815. DJ EASY STOP 2694 E Highway 2, Oldtown, ID 83822-9250. Dock Cash—Taxable 4427 W Industrial Loop, Coeur d'Alene, ID 83815-6018. ED'S R&R 84752 State Highway 3, St Maries, ID 83861. Eleventh St Dock Owners 1100 E Lakeshore Drive, Coeur d'Alene, ID 83814-4918. FAIRWAY GAS AND GROCERY 1735 W Kathleen Avenue, Coeur d'Alene, ID 83815-8404. FERNWOOD MERCANTILE 68 P.O. Box, Saint Maries, ID 83861-0068. FIGHTING CREEK 12727 W Elder Road, Worley, ID 83876-8642. Fishers of Men Bait and Tackle 22 E Dufort Road, Sagle, ID 83860-9459. FRONTIER GROCERY 2707 W Seltice Way, Post Falls, ID 83854-8182. G & G Riverstop 21170 Coeur Dalene River Road, Wallace, ID 83873-9729. G2 SECURE STAFF 2933 S Flint Road, Spokane, WA 99224-9478. GOZZER RANCH GOLF 6801 S Gozzer Road, Harrison, ID 83833-6019. GOZZER RED BARN 5945 S Buckrail Road, Harrison, ID 83833-7896. Hawaiian Lion Shave Ice 4427 W Industrial Loop, Coeur d'Alene, ID 83815-6018. Hayden Lake Marina 3830 E Hayden Lake Road, Hayden Lake, ID 83835-8022. HUTTONS GENERAL STORE 17505 S Highway 97, Harrison, ID 83833-8788. Idaho Dept of Lands 3284 W Industrial Loop, Coeur d'Alene, ID 83815-6021. J&E STOP 144 Poplar Street, Clarkia, ID 83812-9601. JIFF-EE MART 1604 Lincoln Way, Coeur d'Alene, ID 83814-2423. LAKE CLUB 4496 S Arrow Point Drive, Harrison, ID 83833-8675. Life Net Health NW 611 E 2nd Avenue, Spokane, WA 99202-6010. Little Diamond KOA 1002 McGowen Road, Newport, WA 99156-9323. Nashville North 6361 W Seltice Way, Post Falls, ID 83854-4603. North Idaho Centennial Trail Foundation 105 N 1st Street, #100, Coeur d'Alene, ID 83814-5759. NORTH IDAHO FAIR 2437 P.O. Box, Coeur d'Alene, ID 838162437. Odie's Bayside Grocery 1591 Garfield Bay Road, Sagle, ID 83860-9412. Outdoor Pursuits 5945 S Buckrail Road, Harrison, ID 83833-7896. Panhandle Kiwanis Club 3014 P.O. Box, Coeur d'Alene, ID 83816-3014. PANHANDLE YACHT CLUB 19185 S Highway 97, Harrison, ID 83833-8714. PECK & PECK EXCAVATING 3386 N Highway 41, Post Falls, ID 83854-5897. Pilgrims Market 1316 N 4th Street, Coeur d'Alene, ID 8381-43220. Plummer Quick Stop 300 10th Street, Plummer, ID 83851-8501. POTLATCH LUMBER 2200 Railroad Avenue, Saint Maries, ID 83861-2240. ROSE LAKE GENERAL STORE 11235 S Highway 3, Cataldo, ID 83810-9685. SILVER BEACH MARINA 4316 E Coeur D Alene Lake Drive, Coeur d'Alene, ID 83814-7772. SMART FOODSERVICE #573 7630 N Division Street, Spokane, WA 99208-5614. SMOKES AND SUDS 6848 N Government Way, Dalton Gardens, ID 83815-7798. SS Spokane LLC 4417 W Wellesley Avenue, Spokane, WA 99205-1972. TOUCH OF COUNTRY 18111 S Molter Road, Rockford, WA 99030-9766. Trego/Dungan Aviation of Grand Island, Inc. 9000 W Airport Drive, Spokane, WA 99224-9437. TRIBAL CHEVRON Highway 95, Worley, ID 83876. Wolf Lodge Campground 12329 E Frontage Road, Coeur d'Alene, ID 83814-5269. YACHT CLUB SALES 1000 S Marina Dr Blackwell Isl, Coeur d'Alene, ID 83815. ALBERTSONS #206 9001 N Indian Trail Road, Spokane, WA 99208-9116. ALBERTSONS #241 400 Bridge Street, Clarkston, WA 99403-1931. ALBERTSONS #254 161 W Prairie Avenue, Hayden, ID 83835-8284. ALBERTSONS #258 13606 E 32nd Avenue, Spokane Valley, WA 99216-0113. ALBERTSONS #265 6520 N Nevada Street, Spokane, WA 99208-5100. ALBERTSONS #2248 1304 N Liberty Lake Road, Liberty Lake, WA 99019-8523. SAFEWAY #251 1208 Morgan Street, Davenport, WA 99122-9503. SAFEWAY #337 10 West Colville Avenue, Chewelah, WA 99109. SAFEWAY #342 1616 West Northwest Boulevard, Spokane, WA 99205. SAFEWAY #383 1320 S Blaine Street, Moscow, ID 83843-3971. SAFEWAY #385 391 N Main Street, Colville, WA 99114-2309. SAFEWAY #1159 121 W Walnut Street, Newport, WA 99156-9030. SAFEWAY #1242 2509 E 29th Avenue, Spokane, WA 99223-4803. SAFEWAY #1299 10100 N Newport Highway, Spokane, WA 99218-1369. SAFEWAY #1470 121 W Neider Avenue, Coeur d'Alene, ID 83815-9300. SAFEWAY #1473 14020 E Sprague Avenue, Spokane Valley, WA 99216-2125. SAFEWAY #1494 2507 W Wellesley Avenue, Spokane, WA 99205-5007. SAFEWAY #1740 2710 1st Street, Cheney, WA 99004-2032. SAFEWAY #1799 3919 N Market Street, Spokane, WA 99207-5813. SAFEWAY #2639 430 SE Bishop Boulevard, Pullman, WA 99163-5503. SAFEWAY #3248 902 W Francis Avenue, Spokane, WA 99205-6513. SAFEWAY #3255 933 E Mission Avenue, Spokane, WA 99202-1923. AMERICAN AIRLINES GEG Spokane National Airport, Spokane, WA 99224. BI-MART #674 2221 1st Street, Cheney, WA 99004-2049. BI-MART #678 1589 P.O. Box, Deer Park, WA 99006-1589. Cabela's #425—Post Falls 101 N Cabela Way, Post Falls, ID 83854-6522. Levy Restaurants—Spokane Pavilion/SPAV 574 West N Howard Street, Spokane, WA 99201. Levy@Spokane Arena 720 W Mallon Avenue, Spokane, WA 99201-2134. LEVY@ONE SPOKANE STADIUM 501 W Gardener Avenue, Spokane, WA 99201. DOLLAR GENERAL #23351 78 Sagle Road, Sagle, ID 83860-8253. DOLLAR GENERAL #23769 279 State Highway 57, Priest River, ID 83856. DOLLAR GENERAL #30343 6003 Highway 291, #B, Nine Mile Falls, WA 99026-9565. Delta Airlines GEG 9000 W Airport Drive, Spokane, WA 99224-9437. DOLLAR TREE #2477 740 N Cecil Road, #13, Post Falls, ID 83854-5322. DOLLAR TREE #5453 821 S Main Street, Suite N, Deer Park, WA 99006-8234. DOLLAR TREE #6384 16484 N Highway 41, Rathdrum, ID 83858-6888. DOLLAR TREE #8503 167 E Commerce Drive, Smelterville, ID 83868. FELD ENTERTAINMENT INC 720 W Mallon Avenue, Spokane, WA 99201-2134. FAMILY DOLLAR FD BOX #12593 317 E Seltice Way, Post Falls, ID 83854-7988. FAMILY DOLLAR FD BOX #12659 396 Selkirk Way, Oldtown, ID 83822. FAMILY DOLLAR FD BOX #12955 452 1st Street, Davenport, WA 99122. FAMILY DOLLAR FD BOX #13102 6053 W Van Buren Street, Spirit Lake, ID 83869. CDA GROCERY OUTLET 410 W Neider Avenue, Coeur d'Alene, ID 83815-6078. Grocery Outlet #310 10831 W Sr2 Highway, Airway Heights, WA 99001. Grocery Outlet #572 2588 N Highway 41, Post Falls, ID 83854-6829. Home Depot #4714 5617 E Sprague Avenue, Spokane Valley, WA 99212-0826. Home Depot #4719 9116 N Newport Highway, Spokane, WA 99218-1212. Love's Travel Stop #0301 4208 W Expo Parkway, Post Falls, ID 83854-7323. MAVERIK #491 6415 N Ramsey Road, Coeur d'Alene, ID 83815-8400. Maverik #519 425 W Hayden Avenue, Hayden, ID 83835-8104. Maverik #607 5992 W Pointe Parkway, Post Falls, ID 83854. Maverik #614 5525 N Government Way, Coeur d'Alene, ID 83815-9259. Maverik #629 847 N Highway 41, Post Falls, ID 83854-7893. Flying J Travel Center #639 3636 W 5th Avenue, Post Falls, ID 83854-7420. RITE AID #5303 810 E 29th Avenue, Spokane, WA 99203-3219. RITE AID #5304 2215 W Wellesley Avenue, Suite A, Spokane, WA 99205-5000. RITE AID #5305 12222 E Sprague Avenue, Spokane Valley, WA 99206-5151. RITE AID #5307 5840 N Division Street, Spokane, WA 99208-1207. RITE AID #5309 1443 N Argonne Road, Spokane Valley, WA 99212-2685. RITE AID #5311 12420 N Division Street, Spokane, WA 99218-1930. RITE AID #5312 2929 E 29th Avenue Wa, Spokane, WA 99223. RITE AID #5313 4514 S Regal Street, Spokane, WA 99223-7937. RITE AID #5420 208 W Ironwood Drive, Coeur d'Alene, ID 83814-2640. RITE AID #6200 43 W Prairie Shopping Center, Hayden, ID 83835-9854. RITE AID #6553 9007 N Indian Trail Road, Spokane, WA 99208-9116. 7-11 #42405 4093 E Poleline Avenue, Post Falls, ID 83854-6996. 7-11 #18256 924 E Empire Avenue, Spokane, WA 99207-3014. 7-11 #20522 2122 N Pines Road, Spokane Valley, WA 99206-4719. 7-11 #23781 650 N Idaho Street, Post Falls, ID 83854-8669. S&S PETROLEUM TESORO #62133 2301 E Sherman Avenue, Coeur d'Alene, ID 83814-5337. S&S PETROLEUM TESORO #62135 14704 E Sprague Avenue, Spokane Valley, WA 99216-2256. S&S PETROLEUM TESORO #62136 13819 E Trent Avenue, Spokane Valley, WA 99216-2230. S&S PETROLEUM TESORO #62138 6021 E Trent Avenue, Spokane Valley, WA 99212-1213. S&S PETROLEUM TESORO #62149 901 East Sharp Avenue, Spokane, WA 99202. S&S PETROLEUM TESORO #62152 82 E Highway, Oldtown, ID 83822. S&S PETROLEUM TESORO #62166 228 S Thor Street, Spokane, WA 99202-4954. S&S PETROLEUM TESORO #62500 8901 N Indian Trail Road, Spokane, WA 99208-9157. S&S PETROLEUM TESORO #62503 198 W Ironwood Drive, Coeur d'Alene, ID 83814-2693. S&S PETROLEUM TESORO #62510 6616 N Nevada Street, Spokane, WA 99208-5102. TARGET #636 9770 N Newport Highway, Spokane, WA 99218-1249. TARGET #679 315 W Canfield Avenue, Coeur d'Alene, ID 83815-7750. TARGET #2857 4915 S Regal Street, Spokane, WA 99223-7633. TOTAL WINE & MORE #1403 9980 N Newport Highway, Spokane, WA 99218-1368. TOTAL WINE & MORE #1408 13802 E Indiana Avenue, Spokane Valley, WA 99216-5086. Chef'Store Cash and Carry Food Mart 208 E Appleway Avenue, Coeur d'Alene, ID 83814-3724. NATURAL GROCERS 4603 N Division Street, Spokane, WA 99207-1529. WALGREENS #1993 12312 E Sprague Avenue, Spokane Valley, WA 99216-0720. WALGREENS #2205 12315 N Division Street, Spokane, WA 99218-1951. WALGREENS #5817 1708 W Northwest Boulevard, Spokane, WA 99205-3600. WALGREENS #5818 2105 E Wellesley Avenue, Spokane, WA 99207-4271. WALGREENS #5913 7905 N Division Street, Spokane, WA 99208-5633. WALGREENS #5914 15510 E Sprague Avenue, Spokane Valley, WA 99037-8945. WALGREENS #6863 335 W Appleway Avenue, Coeur d'Alene, ID 83814-9306. WALGREENS #7034 12 E Empire Avenue, Spokane, WA 99207-1706. WALGREENS #7846 2702 N Argonne Road, Spokane, WA 99212-2305. WALGREENS #7949 706 E Seltice Way, Post Falls, ID 83854-8674. WALGREENS #10314 260 W Honeysuckle Avenue, Hayden, ID 83835-9270. WALGREENS #10788 1502 N Liberty Lake Road, Liberty Lake, WA 99019-8631. WALGREENS #10946 2830 S Grand Boulevard, Spokane, WA 99203-2528. WINCO FOODS #29 PBS 1700 W Pullman Road, Moscow, ID 83843. WINCO FOODS #68 PBS 9257 N Nevada Street, Spokane, WA 99218-5023. WINCO FOODS #70 PBS 9718 E Sprague Avenue, Spokane Valley, WA 99206-3621. WINCO FOODS #101 PBS 1485 W Appleway Avenue, Coeur d'Alene, ID 83814-9357. WINCO FOODS #128 PBS 2001 17th Street, Lewiston, ID 83501-4006. WALMART #1870 1690 SE Harvest Drive, Pullman, WA 99163-6000. WALMART #2006 306 5th Street, Clarkston, WA 99403-1860. WALMART #2485 476999 Highway 95, Ponderay, ID 83852-9738. WALMART #2539 15727 East Broadway, Spokane, WA 99037. WALMART #2549 9212 N Colton Street, Spokane, WA 99218-1284. WALMART #2865 2301 W Wellesley Avenue, Spokane, WA 99205-5004. WALMART #3472 3050 E Mullan Avenue, Post Falls, ID 83854-8939. WALMART #3511 550 W Honeysuckle Avenue, Hayden, ID 83835-6042. WALMART #4249 583 Commerce Drive, Smelterville, ID 83868. WALMART #4394 1221 S Hayford Road, Spokane, WA 99224-7023. WALMART #4395 6405 W Pointe Parkway, Post Falls, ID 83854-6948. WALMART #5869 2470 W Pullman Road, Moscow, ID 83843-4034. WALMART #5883 5025 E Sprague, Spokane, WA 99256-0001. Walmart Supercenter #1947 902 Engh Road, Omak, WA 98841-9473. U.S. Forest Service department of Agriculture 11569 N Airport Road, Hayden Lake, ID 83835-5035. US Forest Service—ID National Panhandle Forest 3260 W Nursery Road, Coeur d'Alene, ID 83815-8420. 96th St. Smoke & Beer 2015 S 96th Street, Suite 2, Tacoma, WA 98444-1774. A's WINE & SPIRITS 6820 19th Street W, University Place, WA 98466-5528. ALLENTOWN SUPERETTE 12404 42nd Avenue S, Tukwila, WA 98168-2526. ARCO—TG CNI, LLC 17200 140th Avenue SE, Renton, WA 98058-7014. Arco Am Pm 31855 Pacific Highway S, Federal Way, WA 98003-5409. Arco Gas Station 305 A Street SE, Auburn, WA 98002-5428. Barney & Al Chevron 1649 Bellevue Way SE, Bellevue, WA 98004-7112. BELLEVUE WAY CHEVRON 2626 Bellevue Way NE, Bellevue, WA 98004-2209. BLACK BEAR OUTPOST 16114 Pacific Avenue S, Spanaway, WA 98387-8261. Blue Max Meats 29304 State Route 410 E, Buckley, WA 98321-9424. Boise Creek Trading Post 46918 244th Avenue SE, Enumclaw, WA 98022-8470. Brightview Landscapes 5524 66th Avenue E, Puyallup, WA 98371-3718. BROWN BEAR CAR WASH #1031 3724 Factoria Boulevard SE, Bellevue, WA 98006-6130. BROWN BEAR CAR WASH #1043 34017 Hoyt Road SW, Federal Way, WA 98023-3208. Brownsville Mart 9730 Brownsville Highway NE, Bremerton, WA 98311-9304. CAMPEON MARKET CORP—FEDERAL WAY 31009 Pacific Highway S, Federal Way, WA 98003-4903. CANYON ROAD GAS&DELI 16105 Canyon Road E, Puyallup, WA 98375-7539. CENTER STREET CHEVRON 4814 Center Street, Tacoma, WA 98409-2320. CHAMBERS BAY GOLF 6320 Grandview Drive W, University Place, WA 98467-1060. CHEAP SMOKE & GROCERY 8203 South Tacoma Way, Lakewood, WA 98499-4535. Chevron 1692 Lake Tapps Parkway SE, Auburn, WA 98092-8377. Chevron 34727 Pacific Highway S, Federal Way, WA 98003-6868. Chevron—301 S Grady 301 S Grady Way, Renton, WA 98057-3205. Chevron—1712 S 356th 1712 S 356th Street, Federal Way, WA 98003-8304. Chevron—10715 SE 240 10715 SE 240th Street, Kent, WA 98031-5380. Chevron—19923 International 19923 International Boulevard, Seatac, WA 98188-5417. Chevron—27121 Military RD 27121 Military Road S, Kent, WA 98032-7007. Chevron—31204 Federal Way 31204 Pacific Highway S, Federal Way, WA 98003-5402. DASHPOINT ARCO 1600 SW 312th Street, Federal Way, WA 98023-4407. Dashpoint Chevron 1650 SW Dash Point Road, Federal Way, WA 98023-4530. DES MOINES MARINA 22307 Dock Avenue S, Des Moines, WA 98198-4627. Des Moines Market 820 S Kent Des Moines Road, Des Moines, WA 98198-8101. Dolce Vita Coffee 6524 NE 181st Street, #12, Kenmore, WA 98028-4851. FOSS HARBOR MARINA 821 Dock Street, Tacoma, WA 98402-4612. Gravelly Lake 76 13101 Gravelly Lake Drive SW, Lakewood, WA 98499-1467. GREEN APPLE EVENTS AND CATERIN 14828 NE 95th Street, Redmond, WA 98052-2541. H MART 31217 Pacific Highway S, Federal Way, WA 98003-5401. H MART 8720 South Tacoma Way, Lakewood, WA 98499-4545. HADLOCK GAS MART 1100 Ness Corner Road, Port Hadlock, WA 98339-9443. Hoquiam liquor store 2614 Simpson Avenue, Hoquiam, WA 98550-2929. HUNGRY BEAR MARKET #1052 406 High School Road NE, Bainbridge Island, WA 98110-1625. Java Java Coffee Co. Inc 15220 SE 272nd Street, Kent, WA 98042-4241. Jim's Deli 9318 S Steele Street, Suite 1, Tacoma, WA 98444-6887. King County Light Rail 3407 Airport Way S, Seattle, WA 98134-2119. Kona Ice of Lakewood 1529 Mounts Road SW, DuPont, WA 98327. LAKE TAPPS MINI MART (TEXACO) 18215 9th Street E, Lake Tapps, WA 98391-6530. LIFE NET HEALTH NW TISSUE SVCS 501 SW 39th St, Renton, WA 980574968. LUCKY 5 8856 35th Avenue SW, Seattle, WA 98126-3606. Lucky Devil Latte 623 Central Avenue S, Kent, WA 98032-6110. MAGNOLIA 76 2120 W Emerson Place, Seattle, WA 98199-1256. Main Ave 76 1504 E Main, Puyallup, WA 98372-3140. MERCER ISLAND CHEVRON 7655 Sunset Highway, Mercer Island, WA 98040-2824. MEYDENBAUER BAY YACHT CLUB 9927 Meydenbauer Way SE, Bellevue, WA 98004-6028. MILGARD 965 54th Avenue E, Fife, WA 98424-2729. MLK CHEVRON 6600 Martin Luther King Jr. Way S, Seattle, WA 98118-3261. MR MART 1504 E Main, Puyallup, WA 98372-3140. NARROWS MARINA BAIT & TACKLE 9007 S 19th Street, Suite 100, Tacoma, WA 98466-1819. NISQUALLY MARKET 11741 Pacific Highway SW, Lakewood, WA 98499-5176. NOAH'S GROCERY 4700 50th Avenue S, Seattle, WA 98118-1838. Nordland General Store 7180 Flagler Road, Nordland, WA 98358-9800. OLYMPIC GROCERY & DELI 6601 South Tacoma Way, Tacoma, WA 98409-4024. OLYMPIC SCIENTIFIC 4246 24th Avenue W, Seattle, WA 98199-1216. ONE TIME SPECIAL EVENTS Unknown, Seattle, WA 98105. PARK AVE FOODS 7214 S Park Avenue, Tacoma, WA 98408-5414. Pete's Market 58 E Lynn Street, Seattle, WA 98102-3421. PLATEAU SHELL 22631 NE Inglewood Hill Road, Sammamish, WA 98074-7105. PORT LUDLOW MARINA 1 Gull Drive, Port Ludlow, WA 98365-9215. Port Ludlow Village Market 40 Village Way, Port Ludlow, WA 98365-9762. PORT OF KINGSTON 25864 Washington Boulevard NE, Kingston, WA 98346. PREMIER PETROLEUM LLC 4580 Fauntleroy Way SW, Seattle, WA 98126-2740. QUILCENE VILLAGE STORE 294235 US Highway 101, Quilcene, WA 98376-9766. River Road Food Mart 1720 River Road, Puyallup, WA 98371-3879. ROSE HILL CAR WASH 12520 NE 85th Street, Kirkland, WA 98033-8047. Ross Park Convenience Store 4404 3rd Avenue NW, Seattle, WA 98107-4402. ROTARY GROCERY 1503 B Pike Place, Seattle, WA 98101-1526. ROXBURY 76 2851 SW Roxbury Street, Seattle, WA 98126-4148. S&S QUICK STOP 603 112th Street S, Tacoma, WA 98444-5625. SCHWARTZ BROTHERS BAKERY—REN 1010 SW 34th Street, Renton, WA 98057-4813. SEATTLE SUPER MARKET 4801 Beacon Avenue S, Seattle, WA 98108-1502. Sedgwick One stop 1701 SE Sedgwick Road, Port Orchard, WA 98366-9598. SHAW ROAD FOOD MART 12714 122nd Street E, Puyallup, WA 98374-2343. South Hill Pitstop Express 801 S Hill Park Drive, Puyallup, WA 98373-1432. Stop by Corner 14857 Tukwila International Boulevard, Tukwila, WA 98168-4328. Storyville Coffee 9459 Coppertop Loop NE, Bainbridge Island, WA 98110-3647. SUNSET BEACH GROCERY & DELI 17151 E Highway 106, Belfair, WA 98528. SUPER 24 FOODS STORE 6402 Lake Washington Boulevard NE, Kirkland, WA 98033-6818. TIKI CAR WASH/CHEVRON 11909 NE 8th Street, Bellevue, WA 98005-3023. Valley Gas & Car Wash 204 Valley Avenue NE, Puyallup, WA 98372-2501. WALT'S LYNNWOOD CTR MARKET 4759 Lynwood Center Road NE, Bainbridge Island, WA 98110-3242. Wauna Liquor 11717 State Route 302 NW, Gig Harbor, WA 98329-7223. WEST LAKE DELI/DELI EXPRESSO 2132 Westlake Avenue N, Seattle, WA 98109-2404. WESTGATE SHELL MINI MART 660 Edmonds Way, Edmonds, WA 98020-4690. YARROW BAY MARINA 5207 Lake Washington Boulevard NE, Kirkland, WA 98033-7321. ZIP MARKET/TEXACO 10645 16th Avenue SW, Seattle, WA 98146-2077. SAFEWAY #496 15000 NE 24th Street, Redmond, WA 98052-5531. SAFEWAY #544 21301 Highway 410, Bonney Lake, WA 98391. SAFEWAY #555 630 228th Avenue NE, Sammamish, WA 98074-7241. SAFEWAY #558 6911 Coal Creek Parkway SE, Newcastle, WA 98059-3136. SAFEWAY #792 17023 SE 272nd Street, Covington, WA 98042-4948. SAFEWAY #1186 27035 Pacific Highway S, Des Moines, WA 98198-9250. SAFEWAY #1528 460 SW Mt Si Boulevard, North Bend, WA 98045-8291. SAFEWAY #1966 13101 SE Kent Kangley Road, Kent, WA 98030-7915. SAFEWAY #2932 FC 4115 SW Admiral Way, Seattle, WA 98116-2517. SAFEWAY #4616 C-STORE 3205 Harrison Avenue NW, Olympia, WA 98502-8704. SAFEWAY FUEL #4608 2611 E Sims Way, Port Townsend, WA 98368-4617. AM/PM #5445—SEATTLE 665 23rd Avenue, Seattle, WA 98122-6000. BI-MART #684 310 Myrtle Street, Aberdeen, WA 98520-4416. BI-MART #687 1353 Olney Avenue SE, Port Orchard, WA 98366-4044. COSTCO #6 400 Costco Drive, Suite 150, Tukwila, WA 98188-4808. COSTCO #639 955 W Washington Street, Sequim, WA 98382-3266. Levy Restaurants—Century Link 800 Occidental Avenue S, Seattle, WA 98134-1200. Circle K #2655214 3727 Factoria Boulevard SE, Bellevue, WA 98006-6131. CENTERPLATE@SAFECO FIELD First Ave S&S Atlantic Street, Seattle, WA 98134. DoorDash—SEA-1 2235 5th Avenue, Seattle, WA 98121-1807. DoorDash Seattle 2 3701 S Cedar Street, Tacoma, WA 98409-5732. DoorDash—BLV-1 1015 Andover Park E, Tukwila, WA 98188-7615. DOLLAR GENERAL #20961 198 N Summit Road, McCleary, WA 98557-9506. DOLLAR GENERAL #25850 105 Solki Road, Aberdeen, WA 98520-8842. Delta Airlines SEA 18627 28th Avenue S, Seatac, WA 98158-1302. Extra Mile #380309 27121 Military Road S, Kent, WA 98032-7007. FELD ENTERTAINMENT INC 2727 E D Street, Tacoma, WA 98421-1216. Grocery Outlet #354 6625 132nd Avenue NE, Kirkland, WA 98033-8627. GROCERY OUTLET #537 10 Eagle Drive, Elma, WA 98541-9161. GROCERY OUTLET-#189 (TACOMA) 3510 S 56th Street, Tacoma, WA 98409-4206. MONSTER ENERGY SHURGARD STORA 3270 B Street NW, Suite C, Auburn, WA 98001-1706. Mission Foods (Gruma USA) 6611 Valley Avenue E, Fife, WA 98424-2250. NEX Bremerton MM Jackson 5885 Chinook Pass Street, Bremerton, WA 98312-1975. Pilot Flying J #1169 2725 93rd Avenue SW, Tumwater, WA 98512-9132. Pilot PE #1173 1440 Puyallup Avenue, Tacoma, WA 98421-2327. Pilot Travel Center #151 2430 93rd Avenue SW, Tumwater, WA 98512-1027. RITE AID #5215 301 High School Road NE, Bainbridge Island, WA 98110-1608. RITE AID #5217 9000 Rainier Avenue S, Seattle, WA 98118-5017. RITE AID #5254 4117 Kitsap Way, Bremerton, WA 98312-2449. RITE AID #5260 3282 Bethel Road SE, Port Orchard, WA 98366-5603. RITE AID #5265 520 W Washington Street, Sequim, WA 98382-3279. RITE AID #6462 27000 Miller Bay Road NE, Kingston, WA 98346-9371. SAFEWAY #3613 FC 34812 SE Douglas Street, Snoqualmie, WA 98065-9220. 7-11 #22261 201 Lincoln Street, Hoquiam, WA 98550-1836. 7-11 #22762 5801 Olympic Highway, Aberdeen, WA 98520-8862. 7-11 #23020 1522 E Madison Street, Seattle, WA 98122-4014. 7-11 #23228 31006 Pacific Highway S, Federal Way, WA 98003-4983. 7-11 #38727 9902 200th Avenue E, Bonney Lake, WA 98391. 7-11 #38862 100 Ellingson Road, Pacific, WA 98047. 7-11 #41705 8901 Bridgeport Way SW, Lakewood, WA 98499-2431. 7-11 #41884 4044 Pacific Avenue SE, Lacey, WA 98503-1111. 7-11 #42046 1501 Auburn Way N, Auburn, WA 98002-3307. 7-11 #42047 17519 Pacific Avenue S, Spanaway, WA 98387-8208. 7-11 #42048 34727 Pacific Highway S, Federal Way, WA 98003. 7-11 #42243 19011 141st Street Ct E, Bonner Lake, WA 98391. 7-Eleven #38557 5516 E Portland Avenue, Tacoma, WA 98404-4533. 7-11 #14436 4312 SW Admiral Way, Seattle, WA 98116-2423. 7-11 #14438 11065 8th Avenue S, Seattle, WA 98168-1507. 7-11 #14441 11505 SE 168th Street, Renton, WA 98055-5931. 7-11 #18563 7727 Custer Road W, Lakewood, WA 98499-8398. 7-11 #18653 6125 Pacific Avenue SE, Lacey, WA 98503-1357. 7-11 #18863 9923 Gravelly Lake Drive SW, Lakewood, WA 98499-1705. 7-11 #19614 12701 Meridian E, Puyallup, WA 98373-3411. 7-11 #20471 13456 1st Avenue S, Burien, WA 98168-2625. 7-11 #22417 411 S Boone Street, Aberdeen, WA 98520-8508. 7-11 #22561 3280 SW Avalon Way, Seattle, WA 98126-2607. 7-11 #22671 711 Washington Avenue N, Kent, WA 98032-2917. 7-11 #22892 941 S Meridian, Puyallup, WA 98371-6908. 7-11 #22984 3702 Auburn Way N, Auburn, WA 98002-1320. 7-11 #23109 362 Denny Way, Seattle, WA 98109-4912. 7-11 #23525 12848 Martin Luther King Jr Way S, Seattle, WA 98178-3512. 7-11 #23931 MKT #2360 11657 Des Moines Memorial Drive S, Burien, WA 98168-1227. 7-11 #23938 4026 A Street SE, Auburn, WA 98002-8642. 7-11 #24379 904 E Market Street, Aberdeen, WA 98520-2842. 7-11 #24449 10649 108th Avenue SW, Tacoma, WA 98498-1576. 7-11 #25125 3500 Wheaton Way, Bremerton, WA 98310-3531. 7-11 #25983 3541 Martin Way E, Olympia, WA 98506-5049. 7-11 #26153 817 Meridian E, Milton, WA 98354-7013. 7-11 #26268 28719 Military Road S, Federal Way, WA 98003-3332. 7-11 #26544 304 N 36th Street, Seattle, WA 98103-8632. 7-11 #26818 19023 International Boulevard, Seatac, WA 98188-5207. 7-11 #26857 3115 6th Avenue, Tacoma, WA 98406-6216. 7-11 #26939 2429 Harbor Avenue SW, Seattle, WA 98126-2133. 7-11 #27030 680 Strander Boulevard, Tukwila, WA 98188-2923. 7-11 #27283 820 S Kent Des Moines Road, Des Moines, WA 98198-8101. 7-11 #27288 6815 196th Street SW, Lynnwood, WA 98036-5074. 7-11 #27742 20008 International Boulevard, Seatac, WA 98198-5701. 7-11 #29078 101 NE 50th Street, Seattle, WA 98105-4823. 7-11 #29989 15202 Meridian E, Puyallup, WA 98375-9511. 7-11 #32308 1901 S Trafton Street, Tacoma, WA 98405-2823. 7-11 #32672 3001 S Meridian, Puyallup, WA 98373-1464. 7-11 #34144 18012 68th Avenue S, Kent, WA 98032-1020. 7-11 #34475 9200 35th Avenue SW, Seattle, WA 98126-3823. 7-11 #34587 5006 Center Street, Tacoma, WA 98409-2314. 7-11 #34690 9671 Silverdale Way NW, Silverdale, WA 98383-9443. 7-11 #34691 1107 N Callow Avenue, Bremerton, WA 98312-3053. 7-11 #35011 2631 S 38th Street, Tacoma, WA 98409-7355. 7-11 #35274 3922 E Portland Avenue, Tacoma, WA 98404-4621. 7-11 #35333 1602 A Street SE, Auburn, WA 98002-6620. 7-11 #14354 16506 5th Avenue NE, Shoreline, WA 98155-5002. 7-11 #14355 9126 Roosevelt Way NE, Seattle, WA 98115-2840. 7-11 #14360 3200 NW 54th Street, Seattle, WA 98107-3308. 7-11 #14392 9 Nickerson Street, Seattle, WA 98109-1619. 7-11 #14418 15521 Bellevue Redmond Road, Bellevue, WA 98007. 7-11 #14439 34041 Military Road S, Auburn, WA 98001-9733. 7-11 #14442 202 N I Street, Tacoma, WA 98403-1926. 7-11 #14443 14462 34th Avenue S, Tukwila, WA 98168-4302. 7-11 #14463 9041 Delridge Way SW, Seattle, WA 98106-2335. 7-11 #14470 1600 SW Holden Street, Seattle, WA 98106-1879. 7-11 #14481 1539 21st Street SE, Auburn, WA 98002-7869. 7-11 #15525 3120 S 176th Street, Seatac, WA 98188-4006. 7-11 #15970 17410 Pacific Avenue S, Spanaway, WA 98387-8263. 7-11 #16318 13723 Pacific Avenue S, Tacoma, WA 98444-4745. 7-11 #16365 6111 24th Avenue NW, Seattle, WA 98107-3211. 7-11 #16547 4812 Erskine Way SW, Seattle, WA 98116-4425. 7-11 #16686 9117 South Tacoma Way, Lakewood, WA 98499-4443. 7-11 #17355 15 148th Avenue NE, Bellevue, WA 98007-4942. 7-11 #17486 12702 Renton Avenue S, Seattle, WA 98178-4850. 7-11 #17509 9450 Pacific Avenue, Tacoma, WA 98444-6240. 7-11 #18194 5605 S Birmingham Street, Tacoma, WA 98409-5307. 7-11 #18585 9517 S Steele Street, Tacoma, WA 98444-1858. 7-11 #18758 26007 Pacific Highway S, Des Moines, WA 98198-9245. 7-11 #19324 802 6th Street, Bremerton, WA 98337-1441. 7-11 #19911 14340 124th Avenue NE, Kirkland, WA 98034-1414. 7-11 #20188 13131 SE 240th Street, Kent, WA 98031-5021. 7-11 #20249 1302 8th Street NE, Auburn, WA 98002-4556. 7-11 #20872 19825 Mountain Highway E, Spanaway, WA 98387-8412. 7-11 #22433 1002 S 38th Street, Tacoma, WA 98418-5029. 7-11 #22478 2021 Simpson Avenue, Aberdeen, WA 98520-3604. 7-11 #22622 5520 Orchard Street W, University Place, WA 98467-3637. 7-11 #22866 14207 Tukwila International Boulevard, Tukwila, WA 98168-4124. 7-11 #23895 12355 15th Avenue NE, Seattle, WA 98125-4819. 7-11 #24410 404 Sunset Boulevard N, Renton, WA 98057-5512. 7-11 #24520 4720 Bridgeport Way W, University Place, WA 98466-4204. 7-11 #25303 511 Central Avenue S, Kent, WA 98032-5903. 7-11 #25525 1550 NW Market Street, Seattle, WA 98107-5211. 7-11 #26198 10814 Pacific Highway SW, Lakewood, WA 98499-4640. 7-11 #32658 1200 SW 43rd Street, Renton, WA 98057-4829. 7-11 #34636 4020 NE 4th St, Renton, WA 98056-4114. 7-11 #35012 2632 South Tacoma Way, Tacoma, WA 98409-7526. 7-11 #35013 801 S 56th Street, Tacoma, WA 98408-5612. 7-11 #35056 17615 108th Avenue SE, Renton, WA 98055-6400. 7-11 #35334 31207 124th Avenue SE, Auburn, WA 98092-3618. 7-11 #35360 7231 South Tacoma Way, Tacoma, WA 98409-3933. 7-11 #35512 5602 McKinley Avenue, Tacoma, WA 98404-2326. 7-11 #35603 5308 Pacific Highway E, Fife, WA 98424-2602. 7-11 #35614 5221 100th Street SW, Lakewood, WA 98499-3907. 7-11 #35872 4615 SW 320th Street, Federal Way, WA 98023-2400. 7-11 #37009 1430 E 72nd Street, Tacoma, WA 98404-5915. 7-11 #37068 810 3rd Avenue, Suite 820, Seattle, WA 98104-1655. 7-11 #37134 5700 Martin Luther King Jr. Way S, Seattle, WA 98118-2622. 7-11 #37558 100 Bellevue Way SE, Bellevue, WA 98004-6228. 7-11 #38454 5110 6th Avenue, Tacoma, WA 98406-2602. 7-11 #38597 22422 83rd Avenue S, Kent, WA 98032-1989. 7-11 #38640 2412 136th Avenue Ct E, Sumner, WA 98390-9100. 7-11 #38700 12400 SE 312th Street, Auburn, WA 98092-3147. 7-11 #38701 8306 Tacoma Mall Boulevard, Lakewood, WA 98499-8416. 7-11 #38722 3309 Pacific Highway E, Fife, WA 98424. 7-11 #38805 2415 Griffin Avenue, Enumclaw, WA 98022-2409. 7-11 #38807 20727 108th Avenue SE, Kent, WA 98031-1535. 7-11 #38940 15 Auburn Avenue, Auburn, WA 98002-5405. 7-11 #39637 18010 E Valley Highway, Kent, WA 98032-2502. 7-11 #39638 300 Rainier Avenue S, Renton, WA 98057-2403. 7-11 #39835 26220 116th Avenue SE, Kent, WA 98030-8663. 7-11 #39836 31980 Military Road S, Auburn, WA 98001-3120. 7-11 #41103 7016 Valley Avenue E, Fife, WA 98424. WAGON WHEEL MARKET SHELL 22321 Mountain Highway E, Spanaway, WA 98387-7529. S&S Petroleum 701 Trosper Road SW, Tumwater, WA 98512-6933. S&S Petroleum 765 Rainier Avenue S, Renton, WA 98057-3204. S&S Petroleum Inc. 303 SW 148th Street, Burien, WA 98166-1927. S&S PETROLEUM TESORO #62513 390 SW Sedgewick Road, Port Orchard, WA 98367. S&S PETROLEUM TESORO #62514 2808 Wheaton Way, Bremerton, WA 98310-3433. S&S PETROLEUM TESORO #62515 12739 1st Avenue S, Burien, WA 98168-2683. S&S PETROLEUM TESORO #62516 8184 NE State Highway 104, Kingston, WA 98346-9471. S&S PETROLEUM TESORO #62517 108 Military Rd S, Tacoma, WA 984446927. Southwest Airlines SEA 16215 Air Cargo Road, Seatac, WA 98158-1301. TARGET #341 3320 S 23rd Street, Tacoma, WA 98405-1603. TARGET #342 3310 S Meridian, Puyallup, WA 98373-3777. TARGET #349 5618 Lakewood Towne Center Boulevard SW, Lakewood, WA 98499-3894. TARGET #606 3201 NW Randall Way, Silverdale, WA 98383-7952. TARGET #607 2925 Harrison Avenue NW, Olympia, WA 98502-2566. TARGET #627 301 Strander Boulevard, Tukwila, WA 98188-2971. TARGET #637 2800 SW Barton Street, Seattle, WA 98126-3975. TARGET #681 26301 104th Avenue SE, Kent, WA 98030-7649. TARGET #996 755 NW Gilman Boulevard, Issaquah, WA 98027-5357. TARGET #1205 11400 51st Avenue NW, Gig Harbor, WA 98332-7891. TARGET #1284 302 NE Northgate Way, Seattle, WA 98125-6047. TARGET #1355 665 Sleater Kinney Road SE, Lacey, WA 98503-1007. TARGET #1947 2201 S Commons, Federal Way, WA 98003-6023. TARGET #1957 9400 192 Avenue Bonnie Lake, Sumner, WA 98391. TARGET #2136 1302 156th Street E, Puyallup, WA 98374. TARGET #2290 1215 N Landing Way, Renton, WA 98057-5521. TARGET #2786 1401 2nd Avenue, Seattle, WA 98101-2187. TARGET #3275 272 116th Avenue NE, Bellevue, WA 98004-5213. TOTAL WINE & MORE #1407 32095 Pacific Highway S, Federal Way, WA 98003-6001. TOTAL WINE & MORE #1409 525 NE Northgate Way, Suite 5, Seattle, WA 98125-6198. TOTAL WINE & MORE #1411 1550 W Armory Way, Seattle, WA 98119-2744. TOTAL WINE & MORE #1412 11066 Pac Crest Place NW, Suite A110, Silverdale, WA 98383. TOTAL WINE #1401 699 120th Avenue NE, Bellevue, WA 98005-3009. TOTAL WINE #1402 300 Andover Park W, Suite 500, Tukwila, WA 98188-3344. TOTAL WINE #1406 625 Black Lake Boulevard SW, Suite 405, Olympia, WA 98502-5066. TOTAL WINE #1410 120 31st Avenue SE, Puyallup, WA 98374-1203. TOTAL WINE & MORE #1413 4502 S Steele Street, Tacoma, WA 98409-7242. WHOLE FOODS MARKET—CHAMBER BAY 3515 Bridgeport Way W, University Place, WA 98466-4487. WinCo Foods #170 6201 6th Avenue, Tacoma, WA 98406-2019. 4th Street Market and Deli 1212 4th Street, Marysville, WA 98270-4917. 47 Market Deli ans Coffee 4702 Evergreen Way, Everett, WA 98203-2831. 96th St. Smoke & Beer 2015 S 96th Street, Suite 2, Tacoma, WA 98444-1774. A's WINE & SPIRITS 6820 19th Street W, University Place, WA 98466-5528. Alaska Airlines 3308 100th Street SW, Everett, WA 98204-1301. ALLENTOWN SUPERETTE 12404 42nd Avenue S, Tukwila, WA 98168-2526. ARCO—TG CNI, LLC 17200 140th Avenue SE, Renton, WA 98058-7014. Ascend Petro 8506 5th Avenue NE, Seattle, WA 98115-2918. Baljeet & Hardeep LLC 235 Pine Avenue, Snohomish, WA 98290-2539. Barney & Al Chevron 1649 Bellevue Way SE, Bellevue, WA 98004-7112. BELLEVUE WAY CHEVRON 2626 Bellevue Way NE, Bellevue, WA 98004-2209. Bodega on Broadway 1302 Broadway, Everett, WA 98201-1718. BOLDHAT PRODUCTIONS/FREEMONT O 3503 Phinney Avenue N, Seattle, WA 98103-8625. BOTHELL DELI & GROCERY 10303 Main Street, Bothell, WA 98011-3429. BRIER GROCERY 23607 Brier Road, Brier, WA 98036-8438. Brightview Landscape 21909 76th Drive SE, Woodinville, WA 98072-9727. Broadway Grocery 6901 Broadway, Everett, WA 98203-5339. BROWN BEAR CAR WASH #1031 3724 Factoria Boulevard SE, Bellevue, WA 98006-6130. BROWN BEAR CAR WASH #1043 34017 Hoyt Road SW, Federal Way, WA 98023-3208. Brownsville Mart 9730 Brownsville Highway NE, Bremerton, WA 98311-9304. Buffalo Chevron 13116 39th Avenue SE, Everett, WA 98208-5638. CAMPEON MARKET CORP—FEDERAL WAY 31009 Pacific Hwy S, Federal Way, WA 98003-4903. CHAMBERS BAY GOLF 6320 Grandview Drive W, University Place, WA 98467-1060. Chevron 1692 Lake Tapps Parkway SE, Auburn, WA 98092-8377. Chevron 34727 Pacific Highway S, Federal Way, WA 98003-6868. Chevron—301 S Grady 301 S Grady Way, Renton, WA 98057-3205. Chevron—1712 S 356th 1712 S 356th Street, Federal Way, WA 98003-8304. Chevron—10715 SE 240 10715 SE 240th Street, Kent, WA 98031-5380. Chevron—19923 International 19923 International Boulevard, Seatac, WA 98188-5417. Chevron—27121 Military RD 27121 Military Road S, Kent, WA 98032-7007. CHEVRON #4001 12607 NE 85th Street, Kirkland, WA 98033-8046. CHEVRON #4015 16010 Redmond Way, Redmond, WA 98052-3827. Cider Summit at Lake Union 860 Terry Avenue N, Seattle, WA 98109-4330. COFFEE BOX 509 W Stevens Avenue #SR2, Sultan, WA 98294-9453. Commercial Industrial Roofing 3601 121st Street SW, Lynnwood, WA 98087-1539. Compass Group USA 7500 E Marginal Way S, Seattle, WA 98108-3546. Connors and Company 1247 15th Avenue E, Seattle, WA 98112-3341. Dashpoint Chevron 1650 SW Dash Point Road, Federal Way, WA 98023-4530. DES MOINES MARINA 22307 Dock Avenue S, Des Moines, WA 98198-4627. Des Moines Market 820 S Kent Des Moines Road, Des Moines, WA 98198-8101. Diplo's Fun Run 2143 N Northlake Way, Seattle, WA 98103-9175. Dolce Vita Coffee 6524 NE 181st Street, #12, Kenmore, WA 98028-4851. ECNL Girls Playoffs 15200 NE 116th Street, Redmond, WA 98052-2514. Elliott Bay Marina 2601 W Marina Place, Seattle, WA 98199-4331. Event Management Services 541 Paradise Lane, Edmonds, WA 98020-4650. EVERETT BAYSIDE MARINE 1111 Craftsman Way, Everett, WA 98201-1584. Evergreen State Fair 14405 179th Avenue SE M/S 602, Monroe, WA 98272. Factoria 76 3727 Factoria Boulevard SE, Bellevue, WA 98006-6131. Foodie Land—Bite of Seattle 305 Harrison Street, Seattle, WA 98109-4623. GREEN APPLE EVENTS AND CATERIN 14828 NE 95th Street, Redmond, WA 98052-2541. GROVE STREET MARKET 5931 Grove Street, Marysville, WA 98270-3925. Grove Street Shell 5830 Grove Street, Marysville, WA 98270-3907. H MART 3301 184th Street SW, Lynnwood, WA 98037-4797. H MART 31217 Pacific Highway S, Federal Way, WA 98003-5401. HADLOCK GAS MART 1100 Ness Corner Road, Port Hadlock, WA 98339-9443. Hongin Corporation D/B/A Sno-Pine Ave 76 235 Pine Avenue, Snohomish, WA 98290-2539. HUNGRY BEAR MARKET #1052 406 High School Road NE, Bainbridge Island, WA 98110-1625. HydroJenn Farms 15130 245th Avenue SE, Monroe, WA 98272-7629. Independent Event Solutions—Capitol Hill Block Party 1525 11th Avenue, Seattle, WA 98122-3903. Ironman 70.3—WA 22801 SE 272nd Street, Maple Valley, WA 98038-6844. Java Java Coffee Co. Inc 15220 SE 272nd Street, Kent, WA 98042-4241. Jefferson Park Golf Course 4101 Beacon Avenue S, Seattle, WA 98108-1522. Jim's Deli 9318 S Steele Street, Suite 1, Tacoma, WA 98444-6887. Kona Ice of Everett 7030 Carson Road, Everett, WA 98203-5050. Kona Ice of Lakewood 1529 Mounts Road SW, DuPont, WA 98327. KWIK N' KLEAN 9715 Edmonds Way, Edmonds, WA 98020-5939. LAKE ROESIGER STORE 810 S Lake Roesiger Road, Snohomish, WA 98290-7509. LAKE TAPPS MINI MART (TEXACO) 18215 9th Street E, Lake Tapps, WA 98391-6530. LAKEWOOD WA CRM MISC TAXABLE 9625 32nd Avenue Ct S, Lakewood, WA 98499-9261. LIFE NET HEALTH NW TISSUE SVCS 501 SW 39th Street, Renton, WA 98057-4968. Live Nation Concerts 334 1st Avenue N, Seattle, WA 98109-4501. LUCKY 5 8856 35th Avenue SW, Seattle, WA 98126-3606. Lucky Devil Latte 623 Central Avenue S, Kent, WA 98032-6110. MAGNOLIA 76 2120 W Emerson Place, Seattle, WA 98199-1256. MARINER FOOD MART 325 112th Street SW, Everett, WA 98204-4969. MCAPS Start Celebration 3115 161st Avenue NE, Redmond, WA 98052-6891. MERCER ISLAND CHEVRON 7655 Sunset Highway, Mercer Island, WA 98040-2824. MEYDENBAUER BAY YACHT CLUB 9927 Meydenbauer Way SE, Bellevue, WA 98004-6028. Mike Chandler Special Events, Seattle, WA 98118. MLK CHEVRON 6600 Martin Luther King Jr. Way S, Seattle, WA 98118-3261. MUKILTEO BOULEVARD 76 STATION 301 W Mukilteo Boulevard, Everett, WA 98203-1915. NOAH'S GROCERY 4700 50th Avenue S, Seattle, WA 98118-1838. North City Food Mart 18005 15th Avenue NE, Shoreline, WA 98155-3813. Occidental Concert Series 117 S Washington Street, Seattle, WA 98104-2521. OK GAS AND SMOKE 2102 Broadway, Everett, WA 98201-2320. OLYMPIC SCIENTIFIC 4246 24th Avenue W, Seattle, WA 98199-1216. ONE TIME SPECIAL EVENTS Unknown, Seattle, WA 98105. Optic Events 36005 SE Ridge Street, Snoqualmie, WA 98065-9745. Pete's Market 58 E Lynn Street, Seattle, WA 98102-3421. Pike Place Market Foundation Dock Pick-Up, Mukilteo, WA 98275. PLATEAU SHELL 22631 NE Inglewood Hill Road, Sammamish, WA 98074-7105. Port Ludlow Village Market 40 Village Way, Port Ludlow, WA 98365-9762. PORT OF EVERETT 1205 Craftsman Way, Suite 200, Everett, WA 98201-1593. PORT OF KINGSTON 25864 Washington Boulevard NE, Kingston, WA 98346. PREMIER PETROLEUM LLC 4580 Fauntleroy Way SW, Seattle, WA 98126-2740. Propeller Aero Services 9724 Wilcoxson Way, Everett, WA 98204. QUILCENE VILLAGE STORE 294235 US Highway 101, Quilcene, WA 98376-9766. RAINBOW MARKET (ECHO GROCERY) 21825 Echo Lake Road, Snohomish, WA 98296-3959. RED CUP 8731 Maltby Road, Snohomish, WA 98296-7926. River Road Food Mart 1720 River Road, Puyallup, WA 98371-3879. ROSE HILL CAR WASH 12520 NE 85th Street, Kirkland, WA 98033-8047. Ross Park Convenience Store 4404 3rd Avenue NW, Seattle, WA 98107-4402. ROTARY GROCERY 1503 B Pike Place, Seattle, WA 98101-1526. ROXBURY 76 2851 SW Roxbury Street, Seattle, WA 98126-4148. S&S QUICK STOP 603 112th Street S, Tacoma, WA 98444-5625. SCHWARTZ BROTHERS BAKERY—REN 1010 SW 34th Street, Renton, WA 98057-4813. Seacompression 2024—Ignition NW 305 Harrison Street, Seattle, WA 98109-4623. SEAFAIR, INC. 2200 6th Avenue, Suite 400, Seattle, WA 98121-1850. SEAHAWKS TRAINING CAMP Lake Washington Boulevard, Renton, WA 98056. SEATTLE EVENT SOLUTIONS 6046 W Lake Sammamish Parkway NE, Redmond, WA 98052-4801. Seattle Pridefest 1122 E Pike Street, Seattle, WA 98122-3916. SEATTLE SUPER MARKET 4801 Beacon Avenue S, Seattle, WA 98108-1502. Sedgwick One stop 1701 SE Sedgwick Road, Port Orchard, WA 98366-9598. SHAW ROAD FOOD MART 12714 122nd Street E, Puyallup, WA 98374-2343. Shoreline Shell 17505 Aurora Avenue N, Shoreline, WA 98133-4812. Snohomish Block Party 105 Cedar Avenue, Snohomish, WA 98290-2930. South Hill Pitstop Express 801 S Hill Park Drive, Puyallup, WA 98373-1432. St Demetrios Orthodox Church 2100 Boyer Avenue E, Seattle, WA 98112-2115. Stop by Corner 14857 Tukwila International Boulevard, Tukwila, WA 98168-4328. SUNSET BEACH GROCERY & DELI 17151 E Highway 106, Belfair, WA 98528. SUPER 24 FOODS STORE 6402 Lake Washington Boulevard NE, Kirkland, WA 98033-6818. SUPER 24 GROCERY #2 11852 98th Avenue NE, Kirkland, WA 98034-4214. Tacoma Arts Live 6320 Grandview Drive W, University Place, WA 98467-1060. The Crocodile 1951 Alaskan Way, Seattle, WA 98101. Third Stone—Bumberhoot 305 Harrison Street, Seattle, WA 98109. TIKI CAR WASH/CHEVRON 11909 NE 8th Street, Bellevue, WA 98005-3023. TONGASS TRADING COMPANY 9228 10th Avenue S, Seattle, WA 98108-4654. TURBO ESPRESSO 1233 164th Street SW, Lynnwood, WA 98087-8193. Union Pride 1009 E Union Street, Suite C, Seattle, WA 98122-3824. UNIVERSITY OF WA ICA FOOTBALL 3800 Montlake Boulevard, Seattle, WA 98195-0007. UW Bothell Campus 10105 Main Street, Bothell, WA 98011-3425. Valley Gas & Car Wash 204 Valley Avenue NE, Puyallup, WA 98372-2501. Van Gogh Coffeehouse 8210 35th Avenue NE, Seattle, WA 98115-4817. Violet Visionaries—Blast Fest 305 Harrison Street, Seattle, WA 98109-4623. Wallingford Wurst Fest 4811 Wallingford Ave N, Seattle, WA 98103-6835. Walsh Group 3590 E Mercer Way, Mercer Island, WA 98040. WALT'S LYNNWOOD CTR MARKET 4759 Lynwood Center Rd NE, Bainbridge Island, WA 981103242. WEST LAKE DELI/DELI EXPRESSO 2132 Westlake Ave N, Seattle, WA 981092404. WESTGATE SHELL MINI MART 660 Edmonds Way, Edmonds, WA 98020-4690. YARROW BAY MARINA 5207 Lake Washington Boulevard NE, Kirkland, WA 98033-7321. Yogi Resources 3922 148th Street SE, Suite 110, Bothell, WA 98012-4752. ZIP MARKET/TEXACO 10645 16th Avenue SW, Seattle, WA 98146-2077. ALBERTSONS #186 8196 Sr 104, Kingston, WA 98346. ALBERTSONS #419 370 SW Sedgwick Road, Port Orchard, WA 98367-6432. ALBERTSONS #453 4621 NE Sunset Boulevard, Renton, WA 98059-4005. ALBERTSONS #471 301 Marysville Mall #60, Marysville, WA 98270-5502. ALBERTSONS #475 1434 Olney Avenue SE, Port Orchard, WA 98366-4041. ALBERTSONS #493 104 Military Road S, Tacoma, WA 98444-6927. ALBERTSONS #1407 705 Trosper Road SW, Tumwater, WA 98512-6933. ALBERTSONS #1444 15100 SE 38th Street, Bellevue, WA 98006-1728. ALBERTSONS #1461 520 128th Street SW, Everett, WA 98204-9362. ALBERTSONS #3106 11012 Canyon Road E, Puyallup, WA 98373-4200. ALBERTSONS #3411 8611 Steilacoom Boulevard SW, Tacoma, WA 98498-4716. ALBERTSONS #3416 17171 Bothell Way NE, Lake Forest Park, WA 98155-4204. ALBERTSONS #3418 3925 236th Avenue NE, Redmond, WA 98053-8455. ALBERTSONS #3419 17520 State Route 9 SE, Snohomish, WA 98296-8320. ALBERTSONS #4406 11330 51st Avenue NW, Gig Harbor, WA 98332-7890. ALBERTSONS LLC A SUB.
(WHSE)3647 C Street SW, Auburn, WA 98047-3600. SAFEWAY #0219 3900 S Othello Street, Seattle, WA 98118-3543. SAFEWAY #366 2725 NE Sunset Boulevard, Renton, WA 98056-3137. SAFEWAY #402 1450 SW Erie Street, Oak Harbor, WA 98277-3104. SAFEWAY #0423 7340 35th Avenue NE, Seattle, WA 98115-5919. SAFEWAY #458 16304 Bothell Everett Highway, Mill Creek, WA 98012-1226. SAFEWAY #459 20830 108th Avenue SE, Kent, WA 98031-2168. SAFEWAY #464 17246 Redmond Way, Redmond, WA 98052-4403. SAFEWAY #469 12811 Beverly Park Road, Lynnwood, WA 98087-5126. SAFEWAY #485 19500 Highway 99, Lynnwood, WA 98036-5241. SAFEWAY #490 1645 140th Avenue NE, Bellevue, WA 98005-2320. SAFEWAY #494 152 Roosevelt Avenue, Enumclaw, WA 98022-8246. SAFEWAY #496 15000 NE 24th Street, Redmond, WA 98052-5531. SAFEWAY #497 PBM 17202 15th Avenue NE, Shoreline, WA 98155-5130. SAFEWAY #503 11031 19th Avenue SE, Everett, WA 98208-5144. SAFEWAY #519 17230 140th Avenue SE, Renton, WA 98058-7014. SAFEWAY #526 14444 124th Avenue NE, Kirkland, WA 98034-4801. SAFEWAY #531 101 Auburn Way S, Auburn, WA 98002-5425. SAFEWAY #533 19150 NE Woodinville Duvall Road, Woodinville, WA 98077-9477. SAFEWAY #534 3532 172nd Street NE, Arlington, WA 98223-8758. SAFEWAY #535 20711 Bothell Everett Highway, Bothell, WA 98012-7139. SAFEWAY #538 442 W Sims Way, Port Townsend, WA 98368-1811. SAFEWAY #543 4700 Yelm Highway SE, Lacey, WA 98503-4986. SAFEWAY #544 21301 Highway 410, Bonney Lake, WA 98391. SAFEWAY #547 10105 224th Street E, Graham, WA 98338-9190. SAFEWAY #555 630 228th Avenue NE, Sammamish, WA 98074-7241. SAFEWAY #585 600 W Franklin Street, Shelton, WA 98584-3519. SAFEWAY #792 17023 SE 272nd Street, Covington, WA 98042-4948. SAFEWAY #1062 4754 42nd Avenue SW, Seattle, WA 98116-4553. SAFEWAY #1076 1119 13th Street, Snohomish, WA 98290-2012. SAFEWAY #1142 PBM 12519 NE 85th Street, Kirkland, WA 98033-8048. SAFEWAY #1143 8340 15th Avenue NW, Seattle, WA 98117-3603. SAFEWAY #1173 1243 Marvin Road NE, Lacey, WA 98516-4701. SAFEWAY #1186 27035 Pacific Highway S, Des Moines, WA 98198-9250. SAFEWAY #1294 210 Washington Avenue S, Kent, WA 98032-5721. SAFEWAY #1297 23632 Highway 99, Edmonds, WA 98026-9211. SAFEWAY #1436 1624 72nd Street E, Tacoma, WA 98404-5401. SAFEWAY #1448 680 W Washington Street, Building F, Sequim, WA 98382-3264. SAFEWAY #1464 3215 Harrison Avenue NW, Olympia, WA 98502-8704. SAFEWAY #1467 900 N Callow Avenue, Bremerton, WA 98312-3807. SAFEWAY #1471 26916 Maple Valley Road, Maple Valley, WA 98038. SAFEWAY #1477 1423 NW Market Street, Seattle, WA 98107-3744. SAFEWAY #1484 4128 Rucker Avenue, Everett, WA 98203-2211. SAFEWAY #1485 1258 State Avenue, Marysville, WA 98270-3602. SAFEWAY #1492 110 E 3rd Street, Port Angeles, WA 98362-3010. SAFEWAY #1493 4011 S 164th Street, Seatac, WA 98188-3067. SAFEWAY #1503 500 Cleveland Avenue SE, Tumwater, WA 98501-3313. SAFEWAY #1508 3820 Rainier Avenue S, Seattle, WA 98118-1159. SAFEWAY #1522 20500 Olympic Place NE, Arlington, WA 98223-5094. SAFEWAY #1524 1401 NE McWilliams Road, Bremerton, WA 98311-3149. SAFEWAY #1528 460 SW Mt Si Boulevard, North Bend, WA 98045-8291. SAFEWAY #1546 221 W Heron Street, Aberdeen, WA 98520-6224. SAFEWAY #1551 1410 E John Street, Seattle, WA 98112-5218. SAFEWAY #1563 200 S 3rd, Renton, WA 98057. SAFEWAY #1586 12318 15th Avenue NE, Seattle, WA 98125-4820. SAFEWAY #1600 300 Bellevue Way NE, Bellevue, WA 98004-5718. SAFEWAY #1619 1109 E Yelm Avenue, Yelm, WA 98597-7683. SAFEWAY #1624 735 NW Gilman Boulevard, Issaquah, WA 98027-8104. SAFEWAY #1645 10223 Gravelly Lake Drive SW, Lakewood, WA 98499-5004. SAFEWAY #1664 138 SW 148th Street, Burien, WA 98166-1924. SAFEWAY #1680 2890 NW Bucklin Hill Road, Silverdale, WA 98383-8513. SAFEWAY #1803 717 State Route 9 NE, Lake Stevens, WA 98258-7992. SAFEWAY #1803—FUEL 9409 N Davies Road, Lake Stevens, WA 98258-9444. SAFEWAY #1844 215 Whitesell Street NW, Orting, WA 98360-9329. SAFEWAY #1864 24040 Bothell Everett Highway, Bothell, WA 98021-9342. SAFEWAY #1922 2709 E Highway 101, Port Angeles, WA 98362-8767. SAFEWAY #1923 9620 28th Avenue SW, Seattle, WA 98126-4102. SAFEWAY #1965 9262 Rainier Avenue S, Seattle, WA 98118-5570. SAFEWAY #1966 13101 SE Kent Kangley Road, Kent, WA 98030-7915. SAFEWAY #1993 2201 E Madison Street, Seattle, WA 98112-5336. SAFEWAY #2640 13308 Meridian E, Puyallup, WA 98373-5612. SAFEWAY #2645 5802 134th Place SE, Everett, WA 98208-9426. SAFEWAY #2734 10020 NE 137th Street, Kirkland, WA 98034-5221. SAFEWAY #2932 FC 4115 SW Admiral Way, Seattle, WA 98116-2517. SAFEWAY #2980 4732 Brooklyn Avenue NE, Seattle, WA 98105-4411. SAFEWAY #3006 1451 Highlands Drive NE, Issaquah, WA 98029-6240. SAFEWAY #3228 5616 176th Street E, Puyallup, WA 98375-9309. SAFEWAY #3228—FUEL 5618 176th Street E, Puyallup, WA 98375-9779. SAFEWAY #3285 1275 E Sunset Drive, Bellingham, WA 98226-3506. SAFEWAY #3305 15805 Pacific Avenue S, Tacoma, WA 98444-6904. SAFEWAY #3317 3355 Bethel Road SE, Port Orchard, WA 98366-5635. SAFEWAY #3319 4300 NE 4th Street, Renton, WA 98059-5008. SAFEWAY #3321 4831 Point Fosdick Drive NW, Gig Harbor, WA 98335-1732. SAFEWAY #3500 PBM 6850 NE Bothell Way, Kenmore, WA 98028-2404. SAFEWAY #3523 14826 Highway 99, Lynnwood, WA 98087-2322. SAFEWAY #3525 1100 S Market Boulevard, Chehalis, WA 98532-3428. SAFEWAY #3540 21401 International Boulevard, Des Moines, WA 98198-6074. SAFEWAY #3120 12725 1st Avenue S, Burien, WA 98168-2683. SAFEWAY #3298 7601 Evergreen Way, Everett, WA 98203-6424. ARAMARK—UNIV WA HUSKY STADIUM 3800 Montlake Boulevard, Seattle, WA 98195-0007. AM/PM #5230—KIRKLAND 11600 124th Avenue NE, Kirkland, WA 98034-8104. AM/PM #5445—SEATTLE 665 23rd Avenue, Seattle, WA 98122-6000. COSTCO #6 400 Costco Drive, Suite 150, Tukwila, WA 98188-4808. COSTCO #114 10200 19th Avenue SE, Everett, WA 98208-4256. COSTCO #639 955 W Washington Street, Sequim, WA 98382-3266. COSTCO #1190 18109 33rd Avenue W, Lynnwood, WA 98037-4840. COSTCO #1588 9210 24th Street SE, Lake Stevens, WA 98258-8703. Levy Restaurants—Century Link 800 Occidental Avenue S, Seattle, WA 98134-1200. Circle K #2655214 3727 Factoria Boulevard SE, Bellevue, WA 98006-6131. Circle K #2709660 220 Lincoln Street, Hoquiam, WA 98550-1850. CENTERPLATE 1250 1st Avenue S, Seattle, WA 98134-1216. CENTERPLATE@SAFECO FIELD First Ave S&S Atlantic Street, Seattle, WA 98134. DoorDash—SEA-1 2235 5th Avenue, Seattle, WA 98121-1807. DoorDash—BLV-1 1015 Andover Park E, Tukwila, WA 98188-7615. Delta Airlines SEA 18627 28th Avenue S, Seatac, WA 98158-1302. Extra Mile #380309 27121 Military Road S, Kent, WA 98032-7007. FELD ENTERTAINMENT 800 Occidental Avenue S, Seattle, WA 98134-1200. Grocery Outlet #94 1301 26th Avenue E, Tacoma, WA 98424-1012. Grocery Outlet #354 6625 132nd Avenue NE, Kirkland, WA 98033-8627. MONSTER ENERGY SHURGARD STORA 3270 B Street NW, Suite C, Auburn, WA 98001-1706. Mission Foods (Gruma USA) 6611 Valley Avenue E, Fife, WA 98424-2250. NEX Bremerton MM Jackson 5885 Chinook Pass Street, Bremerton, WA 98312-1975. Pilot Travel Center #583 5670 Barrett Road, Ferndale, WA 98248-8845. Pilot Travel Center #1103 2430 State Route 530 NE, Arlington, WA 98223-9020. RITE AID #5180 19107 Bothell Way NE, Bothell, WA 98011-2938. RITE AID #5197 3023 78th Avenue SE, Mercer Island, WA 98040-2822. RITE AID #5216 8500 35th Avenue NE, Seattle, WA 98115-3606. RITE AID #5217 9000 Rainier Avenue S, Seattle, WA 98118-5017. RITE AID #6462 27000 Miller Bay Road NE, Kingston, WA 98346-9371. 7-11 #23020 1522 E Madison Street, Seattle, WA 98122-4014. 7-11 #23228 31006 Pacific Highway S, Federal Way, WA 98003-4983. 7-11 #38727 9902 200th Avenue E., Bonney Lake, WA 98391. 7-11 #38862 100 Ellingson Road, Pacific, WA 98047. 7-11 #41705 8901 Bridgeport Way SW, Lakewood, WA 98499-2431. 7-11 #42046 1501 Auburn Way N, Auburn, WA 98002-3307. 7-11 #42048 34727 Pacific Highway S, Federal Way, WA 98003. 7-11 #42243 19011 141st Street Ct E, Bonner Lake, WA 98391. 7-11 #14396 7215 Sand Point Way NE, Seattle, WA 98115-6323. 7-11 #14436 4312 SW Admiral Way, Seattle, WA 98116-2423. 7-11 #14438 11065 8th Avenue S, Seattle, WA 98168-1507. 7-11 #14441 11505 SE 168th Street, Renton, WA 98055-5931. 7-11 #18726 21202 52nd Avenue W, Mountlake Terrace, WA 98043-3055. 7-11 #19614 12701 Meridian E, Puyallup, WA 98373-3411. 7-11 #20471 13456 1st Avenue S, Burien, WA 98168-2625. 7-11 #21833 13923 NE 175th Street, Woodinville, WA 98072-8512. 7-11 #22561 3280 SW Avalon Way, Seattle, WA 98126-2607. 7-11 #22671 711 Washington Avenue N, Kent, WA 98032-2917. 7-11 #22984 3702 Auburn Way N, Auburn, WA 98002-1320. 7-11 #23109 362 Denny Way, Seattle, WA 98109-4912. 7-11 #23176 12704 Mukilteo Speedway, Mukilteo, WA 98275-5720. 7-11 #23258 8400 Mukilteo Speedway, Mukilteo, WA 98275-3206. 7-11 #23378 20801 Highway 527, Bothell, WA 98012. 7-11 #23525 12848 Martin Luther King Jr. Way S, Seattle, WA 98178-3512. 7-11 #23559 2353 140th Avenue NE, Bellevue, WA 98005-1861. 7-11 #23930 14501 Juanita Woodinville Way NE, Bothell, WA 98011-4877. 7-11 #23931 MKT #2360 11657 Des Moines Memorial Drive S, Burien, WA 98168-1227. 7-11 #23938 4026 A Street SE, Auburn, WA 98002-8642. 7-11 #25125 3500 Wheaton Way, Bremerton, WA 98310-3531. 7-11 #26055 300 N 125th Street, Seattle, WA 98133-8124. 7-11 #26153 817 Meridian E, Milton, WA 98354-7013. 7-11 #26268 28719 Military Road S, Federal Way, WA 98003-3332. 7-11 #26544 304 N 36th Street, Seattle, WA 98103-8632. 7-11 #26818 19023 International Boulevard, Seatac, WA 98188-5207. 7-11 #26857 3115 6th Avenue, Tacoma, WA 98406-6216. 7-11 #26939 2429 Harbor Avenue SW, Seattle, WA 98126-2133. 7-11 #27030 680 Strander Boulevard, Tukwila, WA 98188-2923. 7-11 #27283 820 S Kent Des Moines Road, Des Moines, WA 98198-8101. 7-11 #27288 6815 196th Street SW, Lynnwood, WA 98036-5074. 7-11 #27304 13335 100th Avenue NE, Kirkland, WA 98034-5203. 7-11 #27742 20008 International Boulevard, Seatac, WA 98198-5701. 7-11 #27901 2100 N Northgate Way, Seattle, WA 98133-9017. 7-11 #29078 101 NE 50th Street, Seattle, WA 98105-4823. 7-11 #29989 15202 Meridian E, Puyallup, WA 98375-9511. 7-11 #32308 1901 S Trafton Street, Tacoma, WA 98405-2823. 7-11 #33166 711 112th Street SE, Everett, WA 98208-5283. 7-11 #34144 18012 68th Avenue S, Kent, WA 98032-1020. 7-11 #34475 9200 35th Avenue SW, Seattle, WA 98126-3823. 7-11 #34587 5006 Center Street, Tacoma, WA 98409-2314. 7-11 #34690 9671 Silverdale Way NW, Silverdale, WA 98383-9443. 7-11 #35011 2631 S 38th Street, Tacoma, WA 98409-7355. 7-11 #35274 3922 E Portland Avenue, Tacoma, WA 98404-4621. 7-11 #35333 1602 A Street SE, Auburn, WA 98002-6620. 7-11 #14354 16506 5th Avenue NE, Shoreline, WA 98155-5002. 7-11 #14355 9126 Roosevelt Way NE, Seattle, WA 98115-2840. 7-11 #14360 3200 NW 54th Street, Seattle, WA 98107-3308. 7-11 #14392 9 Nickerson Street, Seattle, WA 98109-1619. 7-11 #14402 8316 164th Avenue NE, Redmond, WA 98052-3803. 7-11 #14418 15521 Bellevue Redmond Road, Bellevue, WA 98007. 7-11 #14439 34041 Military Road S, Auburn, WA 98001-9733. 7-11 #14443 14462 34th Avenue S, Tukwila, WA 98168-4302. 7-11 #14463 9041 Delridge Way SW, Seattle, WA 98106-2335. 7-11 #14470 1600 SW Holden Street, Seattle, WA 98106-1879. 7-11 #14481 1539 21st Street SE, Auburn, WA 98002-7869. 7-11 #15525 3120 S 176th Street, Seatac, WA 98188-4006. 7-11 #15755 1901 Larch Way, Lynnwood, WA 98036-7922. 7-11 #15970 17410 Pacific Avenue S, Spanaway, WA 98387-8263. 7-11 #16022 5900 Phinney Avenue N, Seattle, WA 98103-5834. 7-11 #16080 21109 76th Ave W, Edmonds, WA 980267107. 7-11 #16318 13723 Pacific Ave S, Tacoma, WA 984444745. 7-11 #16365 6111 24th Avenue NW, Seattle, WA 98107-3211. 7-11 #16547 4812 Erskine Way SW, Seattle, WA 98116-4425. 7-11 #16686 9117 South Tacoma Way, Lakewood, WA 98499-4443. 7-11 #16991 18733 Highway 99, Lynnwood, WA 98037-4510. 7-11 #17257 1232 N 185th Street, Shoreline, WA 98133-4020. 7-11 #17355 15 148th Avenue NE, Bellevue, WA 98007-4942. 7-11 #17486 12702 Renton Avenue S, Seattle, WA 98178-4850. 7-11 #17509 9450 Pacific Avenue, Tacoma, WA 98444-6240. 7-11 #18194 5605 S Birmingham Street, Tacoma, WA 98409-5307. 7-11 #18490 605 91st Avenue NE, Lake Stevens, WA 98258-2533. 7-11 #18585 9517 S Steele Street, Tacoma, WA 98444-1858. 7-11 #18758 26007 Pacific Highway S, Des Moines, WA 98198-9245. 7-11 #19042 7314 Aurora Avenue N, Seattle, WA 98103-5357. 7-11 #19324 802 6th Street, Bremerton, WA 98337-1441. 7-11 #19911 14340 124th Avenue NE, Kirkland, WA 98034-1414. 7-11 #20188 13131 SE 240th Street, Kent, WA 98031-5021. 7-11 #20249 1302 8th Street NE, Auburn, WA 98002-4556. 7-11 #20872 19825 Mountain Highway E, Spanaway, WA 98387-8412. 7-11 #21464 1215 2nd Street, Snohomish, WA 98290-2738. 7-11 #22433 1002 S 38th Street, Tacoma, WA 98418-5029. 7-11 #22866 14207 Tukwila International Boulevard, Tukwila, WA 98168-4124. 7-11 #23895 12355 15th Avenue NE, Seattle, WA 98125-4819. 7-11 #24410 404 Sunset Boulevard N, Renton, WA 98057-5512. 7-11 #25303 511 Central Avenue S, Kent, WA 98032-5903. 7-11 #25525 1550 NW Market Street, Seattle, WA 98107-5211. 7-11 #26198 10814 Pacific Highway SW, Lakewood, WA 98499-4640. 7-11 #32658 1200 SW 43rd Street, Renton, WA 98057-4829. 7-11 #34636 4020 NE 4th Street, Renton, WA 98056-4114. 7-11 #35012 2632 South Tacoma Way, Tacoma, WA 98409-7526. 7-11 #35056 17615 108th Avenue SE, Renton, WA 98055-6400. 7-11 #35334 31207 124th Avenue SE, Auburn, WA 98092-3618. 7-11 #35512 5602 McKinley Avenue, Tacoma, WA 98404-2326. 7-11 #35614 5221 100th Street SW, Lakewood, WA 98499-3907. 7-11 #37009 1430 E 72nd Street, Tacoma, WA 98404-5915. 7-11 #37068 810 3rd Avenue, Suite 820, Seattle, WA 98104-1655. 7-11 #37134 5700 Martin Luther King Jr. Way S, Seattle, WA 98118-2622. 7-11 #37558 100 Bellevue Way SE, Bellevue, WA 98004-6228. 7-11 #38454 5110 6th Avenue, Tacoma, WA 98406-2602. 7-11 #38597 22422 83rd Avenue S, Kent, WA 98032-1989. 7-11 #38640 2412 136th Avenue Ct E, Sumner, WA 98390-9100. 7-11 #38700 12400 SE 312th Street, Auburn, WA 98092-3147. 7-11 #38701 8306 Tacoma Mall Boulevard, Lakewood, WA 98499-8416. 7-11 #38807 20727 108th Avenue SE, Kent, WA 98031-1535. 7-11 #39637 18010 E Valley Highway, Kent, WA 98032-2502. 7-11 #39638 300 Rainier Avenue S, Renton, WA 98057-2403. 7-11 #39835 26220 116th Avenue SE, Kent, WA 98030-8663. 7-11 #39836 31980 Military Road S, Auburn, WA 98001-3120. 7-11 #41103 7016 Valley Avenue E, Fife, WA 98424. S&S Petroleum 765 Rainier Avenue S, Renton, WA 98057-3204. S&S Petroleum Inc. 303 SW 148th Street, Burien, WA 98166-1927. S&S PETROLEUM TESORO #62513 390 SW Sedgewick Road, Port Orchard, WA 98367. S&S PETROLEUM TESORO #62515 12739 1st Avenue S, Burien, WA 98168-2683. S&S PETROLEUM TESORO #62516 8184 NE State Highway 104, Kingston, WA 98346-9471. UNFI—CENTRALIA DIV 4002 Galvin Road, Centralia, WA 98531-9057. Southwest Airlines SEA 16215 Air Cargo Road, Seatac, WA 98158-1301. TARGET #337 405 SE Everett Mall Way, Everett, WA 98208-3243. TARGET #348 30 Bellis Fair Parkway, Bellingham, WA 98226-5573. TARGET #627 301 Strander Boulevard, Tukwila, WA 98188-2971. TARGET #637 2800 SW Barton Street, Seattle, WA 98126-3975. TARGET #681 26301 104th Avenue SE, Kent, WA 98030-7649. TARGET #696 199 Cascade Mall Drive, Burlington, WA 98233-3251. TARGET #995 17700 NE 76th Street, Redmond, WA 98052-3300. TARGET #996 755 NW Gilman Boulevard, Issaquah, WA 98027-5357. TARGET #1118 13950 NE 178th Place, Woodinville, WA 98072-3523. TARGET #1284 302 NE Northgate Way, Seattle, WA 98125-6047. TARGET #1331 9601 Market Place, Lake Stevens, WA 98258-7949. TARGET #1957 9400 192 Avenue Bonnie Lake, Sumner, WA 98391. TARGET #2136 1302 156th Street E, Puyallup, WA 98374. TARGET #2192 16818 Twin Lakes Avenue, Marysville, WA 98271-4724. TARGET #2290 1215 N Landing Way, Renton, WA 98057-5521. TARGET #2786 1401 2nd Avenue, Seattle, WA 98101-2187. TARGET #3275 272 116th Avenue NE, Bellevue, WA 98004-5213. TOTAL WINE & MORE #1407 32095 Pacific Highway S, Federal Way, WA 98003-6001. TOTAL WINE & MORE #1409 525 NE Northgate Way, Suite 5, Seattle, WA 98125-6198. TOTAL WINE & MORE #1411 1550 W Armory Way, Seattle, WA 98119-2744. TOTAL WINE & MORE #1412 11066 Pac Crest Place NW, Suite A110, Silverdale, WA 98383. TOTAL WINE #1401 699 120th Avenue NE, Bellevue, WA 98005-3009. TOTAL WINE #1402 300 Andover Park W, Suite 500, Tukwila, WA 98188-3344. TOTAL WINE #1405 2701 184th Street SW, Lynnwood, WA 98037-4739. TOTAL WINE #1410 120 31st Avenue SE, Puyallup, WA 98374-1203. TOTAL WINE #1414 2501 SW Trenton Street, Seattle, WA 98106-3206. US FOODS 2204 70th Avenue E, Fife, WA 98424-3612. WALGREENS #3514 9505 Bridgeport Way SW, Lakewood, WA 98499-2801. WALGREENS #3518 25605 104th Avenue SE, Kent, WA 98030-7609. WALGREENS #3519 4315 6th Avenue, Tacoma, WA 98406-4014. WALGREENS #3581 8405 Pacific Avenue, Tacoma, WA 98444-6466. WALGREENS #3604 5409 15th Avenue NW, Seattle, WA 98107-3810. WALGREENS #3723 7451 Cirque Drive W, University Place, WA 98467-2273. WALGREENS #3733 7707 SE 27th Street, Mercer Island, WA 98040-2844. WALGREENS #3765 20725 Highway 99, Lynnwood, WA 98036-7454. WALGREENS #3788 14510 Aurora Avenue N, Shoreline, WA 98133-6525. WALGREENS #4064 8224 Steilacoom Boulevard SW, Lakewood, WA 98498-6157. WALGREENS #4156 12405 NE 85th Street, Kirkland, WA 98033-8032. WALGREENS #4157 859 NE Northgate Way, Seattle, WA 98125-7311. WALGREENS #4730 13110 Bothell Everett Highway, Everett, WA 98208-7202. WALGREENS #4760 12105 Pacific Avenue S, Tacoma, WA 98444-5124. WALGREENS #4898 6330 35th Avenue SW, Seattle, WA 98126-3004. WALGREENS #5150 3737 Pacific Avenue, Tacoma, WA 98418-7827. WALGREENS #5571 1510 Cooper Point Road SW, Olympia, WA 98502-5734. WALGREENS #5697 15225 Pacific Avenue S, Tacoma, WA 98444-4667. WALGREENS #5698 3099 Bethel Road SE, Port Orchard, WA 98366-2432. WALGREENS #5912 3333 Wheaton Way, Bremerton, WA 98310-3449. WALGREENS #5950 4412 Rainier Avenue S, Seattle, WA 98118-1373. WALGREENS #5951 11509 Canyon Road E, Puyallup, WA 98373-4359. WALGREENS #6083 4540 Lacey Boulevard SE, Lacey, WA 98503-5719. WALGREENS #6102 4404 S Meridian, Puyallup, WA 98373-9500. WALGREENS #6194 222 Pike Street, Seattle, WA 98101-2108. WALGREENS #6258 11607 98th Avenue NE, Kirkland, WA 98034-4216. WALGREENS #6259 9456 16th Avenue SW, Seattle, WA 98106-2824. WALGREENS #6260 729 Meridian Avenue E, Edgewood, WA 98371-1041. WALGREENS #6302 16423 Larch Way, Lynnwood, WA 98037-8108. WALGREENS #6304 27112 132nd Avenue SE, Kent, WA 98042-7228. WALGREENS #6307 10200 Mukilteo Speedway, Mukilteo, WA 98275-4743. WALGREENS #6357 6300 E Lake Sammamish Parkway SE, Issaquah, WA 98029-8935. WALGREENS #6389 8500 15th Avenue NW, Seattle, WA 98117-3665. WALGREENS #6422 9709 Silverdale Way NW, Silverdale, WA 98383-9445. WALGREENS #6423 6432 State Highway 303 NE, Bremerton, WA 98311-3714. WALGREENS #6614 20812 Bothell Everett Highway, Bothell, WA 98021-8404. WALGREENS #6720 16824 Highway 99, Lynnwood, WA 98037-3167. WALGREENS #6814 10302 Sunrise Boulevard E, Puyallup, WA 98374-8833. WALGREENS #6890 500 15th Avenue E, Seattle, WA 98112-4513. WALGREENS #6901 28817 Military Road S, Federal Way, WA 98003-7912. WALGREENS #6917 8333 Martin Way E, Lacey, WA 98516-5808. WALGREENS #7132 11216 4th Avenue W, Everett, WA 98204-4979. WALGREENS #7136 1350 Garrett Street, Enumclaw, WA 98022-3468. WALGREENS #7137 2650 Bridgeport Way W, University Place, WA 98466-4720. WALGREENS #7173 22320 Meridian Avenue E, Graham, WA 98338-8427. WALGREENS #7355 3011 NE Sunset Boulevard, Renton, WA 98056-3101. WALGREENS #7356 3540 N Pearl Street, Tacoma, WA 98407-2607. WALGREENS #7570 2205 Broadway, Everett, WA 98201-2321. WALGREENS #7700 34008 Hoyt Road SW, Federal Way, WA 98023-3208. WALGREENS #7908 27130 172nd Avenue SE, Covington, WA 98042-4940. WALGREENS #9373 17524 Aurora Avenue N, Shoreline, WA 98133-4813. WALGREENS #10304 14308 Meridian E, Puyallup, WA 98373-5613. WALGREENS #10553 15585 NE 24th Street, Bellevue, WA 98007-3836. WALGREENS #10926 490 W Washington Street, Sequim, WA 98382-3342. WALGREENS #11856 566 Denny Way, Seattle, WA 98109-5012. WALGREENS #12168 3929 Kitsap Way, Bremerton, WA 98312-2451. WALGREENS #12453 702 Trosper Road SW, Tumwater, WA 98512-6934. WALGREENS #12497 4105 NE 4th Street, Renton, WA 98059-5012. WALGREENS #12910 4840 Borgen Boulevard, Gig Harbor, WA 98332-6826. WALGREENS #12933 718 91st Avenue NE, Lake Stevens, WA 98258-2420. WALGREENS #13770 17520 Avondale Road NE, Woodinville, WA 98077-9100. WALGREENS #15158 404 State Avenue, Marysville, WA 98270-5030. WALGREENS #15404 9797 Edmonds Way, Edmonds, WA 98020-5939. WALGREENS #21452 951 Mercer Street, Seattle, WA 98109-4351. WinCo #174 1005 S Yew Street, Centralia, WA 98531-1038. WINCO FOODS #8 PBS 3947 116th Street NE, Marysville, WA 98271-8419. WINCO FOODS #16 PBS 9518 176th Street E, Puyallup, WA 98375-9300. WINCO FOODS #43 PBS 160 SW Campus Drive, Federal Way, WA 98023. WINCO FOODS #50 PBS 21100 91st Place S, Kent, WA 98031-2413. WINCO FOODS #74 PBS 6621 166th Avenue E, Sumner, WA 98390-2902. WINCO FOODS #102 PBS 7540 Martin Way E, Olympia, WA 98516-5657. WINCO FOODS #104 PBS 9900 19th Avenue SE, Everett, WA 98208-3811. WINCO FOODS #105 PBS 4969 Kitsap Way, Bremerton, WA 98312-2372. WINCO FOODS #106 PBS 1913 S 72nd Street, Tacoma, WA 98408-1214. WINCO FOODS #118 PBS 300 E Bellis Fair Parkway, Bellingham, WA 98226-6411. WINCO FOODS #136 PBS 21900 Highway 99, Edmonds, WA 98026-8038. WinCo Foods #169 10315 Silverdale Way NW, Silverdale, WA 98383-7691. WinCo Foods #170 6201 6th Avenue, Tacoma, WA 98406-2019. WALMART #2037 909 E Whiskah, Aberdeen, WA 98520. WALMART #2385 762 Outlet Collection Drive SW, Auburn, WA 98001-6582. WALMART #2403 310 31st Avenue SE, Puyallup, WA 98374-1232. WALMART #2571 1900 S 314th Street, Federal Way, WA 98003-5622. WALMART #3525 16502 Meridian E, Puyallup, WA 98375-2515. WALMART #5073 17432 SE 270th Place, Covington, WA 98042-4962. WALMART #5628 19191 N Kelsey Street, Monroe, WA 98272-1459. DOLLAR GENERAL #30343 6003 Highway 291 #B, Nine Mile Falls, WA 99026-9565. Walmart Supercenter #1947 902 Engh Road, Omak, WA 98841-9473. 7-11 #14406 1504 W Sylvester Street, Pasco, WA 99301-4844. 7-11 #14423 4313 W Court Street, Pasco, WA 99301-2715. 7-11 #14428—WRIGHT 415 Wright Avenue, Richland, WA 99352-3617. 7-11 #14435—TERR HGTS 3908 Terrace Heights Drive, Yakima, WA 98901-1427. 7-11 #17053—UNIVERSITY 1001 E University Way, Ellensburg, WA 98926-2603. 7-11 #19305—SELAH 120 N 1st Street, Selah, WA 98942-1365. 7-11 #23579—MAIN 112 W University Way, Ellensburg, WA 98926-2903. 7-11 #25128—TOPPENISH 316 S Elm Street, Toppenish, WA 98948-1510. 7-11 #27556—FRUITVALE 1602 Fruitvale Boulevard, Yakima, WA 98902-1237. ALBERTSONS #228 1330 N 20th Avenue, Pasco, WA 99301-4054. ALBERTSONS #252 690 Gage Boulevard, Richland, WA 99352-9512. ALBERTSONS #3253 5204 W Clearwater Avenue, Kennewick, WA 99336-1906. BENTON R.E.A.—WEST RICHLAND 6095 W Van Giesen Street, West Richland, WA 99353-9312. BI-MART #605 309 S 5th Avenue, Yakima, WA 98902-3548. BI-MART #619 1649 Plaza Way, Walla Walla, WA 99362-4324. BI-MART #621 608 E Mountain View Avenue, Ellensburg, WA 98926-3819. BI-MART #626 1207 N 40th Avenue, Yakima, WA 98908-9456. BI-MART #636 110 W South Hill Road, Sunnyside, WA 98944-9172. BI-MART #642 780 Grant Road, East Wenatchee, WA 98802-5429. BI-MART #655 200 S 1st Place, Hermiston, OR 97838-2386. BI-MART #656 901 SW Emigrant Avenue, Pendleton, OR 97801-1948. CASCADE FARM & OUTDOOR 598 N Wilbur Avenue, Walla Walla, WA 99362-1549. CASCADE NATURAL GAS 701 S 1st Avenue, Yakima, WA 98902-4677. COLUMBIA ASPHAULT & GRAVEL 377 Parker Bridge Road, Parker, WA 98939. COUNTRY MERCHANTILE 232 Crestloch Road, Pasco, WA 99301-9606. DOLLAR GENERAL #21945 210 S 2nd Street, Benton City, WA 99320-9735. DOLLAR GENERAL #22034 10410 US Highway 12, Naches, WA 98937-8786. DOLLAR GENERAL #22071 182 E Hawthorn Street, Connell, WA 99326. DOLLAR GENERAL #22127 165 1st Avenue, Zillah, WA 98953-9779. DOLLAR GENERAL #22225 45 S Columbia Street, Milton Freewater, OR 97862-7682. DOLLAR GENERAL #22246 610 Bailey Avenue, Granger, WA 98932-9558. DOLLAR GENERAL #22322 450 Baltimore Street, Elgin, OR 97827. DOLLAR GENERAL #22551 125 W Columbia Lane, Irrigon, OR 97844-6900. DOLLAR GENERAL #22595 379 5th Avenue, Burbank, WA 99323-9738. DOLLAR GENERAL #22672 1409 E Lewis Street, Pasco, WA 99301-4309. DOLLAR GENERAL #22673 669 S Main Street, Kittitas, WA 98934-0308. DOLLAR GENERAL #22732 1410 6th Street, Umatilla, OR 97882-9792. DOLLAR GENERAL #22743 60 Government Road, Mattawa, WA 99349-5115. DOLLAR GENERAL #22921 310 S Main Street, Boardman, OR 97818. DOLLAR GENERAL #23045 378 N Main Street, Heppner, OR 97836-2036. DOLLAR GENERAL #23046 1206 W Highland Avenue, Hermiston, OR 97838-9511. DOLLAR GENERAL #23054 105 Simon Way, Stanfield, OR 97875. DOLLAR GENERAL #23098 513 S Park Street, Chewelah, WA 99109-9362. DOLLAR GENERAL #23194 181 NW Birch Street, Pilot Rock, OR 97868. DOLLAR GENERAL #23241 79 Highway 28 West, Soap Lake, WA 98851. DOLLAR GENERAL #23347 3952 Highway 292, Loon Lake, WA 99148-9790. DOLLAR GENERAL #23353 125 Main Street, Mabton, WA 98935. DOLLAR GENERAL #23396 320 S Main Street, Springdale, WA 99173-7005. DOLLAR GENERAL #23478 313 W 1st Avenue, Warden, WA 98857-9345. DOLLAR GENERAL #23566 1005 Plaza Way, Grandview, WA 98930. DOLLAR GENERAL #23675 2603 Villard Street, Pomeroy, WA 99347. DOLLAR GENERAL #25062 715 NE Main Avenue, Wilbur, WA 99185-5176. DOLLAR GENERAL #25351 70970 Frontage Road, Wallowa, OR 97885-8128. DOLLAR GENERAL #25365 8104 Valley Road NE, Moses Lake, WA 98837-9673. DOLLAR GENERAL #25678 1635 W Broadway Avenue, Moses Lake, WA 98837-2612. EL MERCADO DE GRANDVIEW 206 Euclid Street, Grandview, WA 98930-1160. ESPARZA ENTERPRISES 1315 Dietrich Road, Pasco, WA 99301-8048. Love's Travel Stop #0650 78665 Tower Road, Boardman, OR 97818-8501. Lowe's Home Improvement #152 1200 Walla Walla Avenue, Wenatchee, WA 98801-1527. PAVEMENT SURFACE CONTOL 307 N Dayton Street, Kennewick, WA 99336-3649. Pilot Travel Center #1195 1307 N Dolarway Road, Ellensburg, WA 98926-9362. Pilot Travel Center #934 63276 Highway 2023, La Grande, OR 97850. RESER'S FINE FOOD 5526 N Capitol Avenue, Pasco, WA 99301. RITE AID #5293 500 S Pioneer Way, Moses Lake, WA 98837-1812. RITE AID #5296—W NOB HILL 2204 W Nob Hill Boulevard, Suite B, Yakima, WA 98902-6200. RITE AID #5297—U.G. 2515 Main Street, Union Gap, WA 98903-1675. RITE AID #5299—EBURG 700 S Main Street, Ellensburg, WA 98926-3641. RITE AID #5314 1308 N 20th Avenue, Pasco, WA 99301-4054. RITE AID #5316 1901 N Steptoe Street, Kennewick, WA 99336-7120. RITE AID #5317 101 N Ely Street, Kennewick, WA 99336-2941. RITE AID #5318 1549 George Washington Way, Richland, WA 99354-2602. RITE AID #5319 1329 Lee Boulevard, Richland, WA 99352-4141. RITE AID #5395 1900 SW Court Avenue, Pendleton, OR 97801-1817. RITE AID #6347 250 Basin Street SW, Ephrata, WA 98823-1852. ROSAUERS FOOD #139 410 S 72nd Avenue, Yakima, WA 98908-1673. SAFEWAY #149 1610 W Lincoln Avenue, Yakima, WA 98902-2408. SAFEWAY #0333—GEO WA WAY—PAS 1803 George Washington Way, Richland, WA 99354-2305. SAFEWAY #0563 613 S 6th Street, Sunnyside, WA 98944-2110. SAFEWAY #1135—CLE ELUM 804 E 1st Street, Cle Elum, WA 98922-1253. SAFEWAY #1235 2204 W Nob Hill Boulevard, Suite A, Yakima, WA 98902-6200. SAFEWAY #1593—GRANDVIEW 610 E Wine Country Road, Grandview, WA 98930-1062. SAFEWAY #1630 400 N Ruby Street, Ellensburg, WA 98926-3152. SAFEWAY #1660 905 E Mead Avenue, Yakima, WA 98903-3721. SAFEWAY #3252—MOSES LAKE 601 S Pioneer Way, Suite A, Moses Lake, WA 98837-4801. SAFEWAY #462 205 N 5th Avenue, Yakima, WA 98902-2643. SAFEWAY #502 5702 Summitview Avenue, Yakima, WA 98908-3040. SAFEWAY #584 711 W 1st Avenue, Toppenish, WA 98948-1153. STAGECOACH RV PARK 16201 N Wenas Road, Selah, WA 98942-9107. SUPER ONE ROSAURS #130 200 E Mountain View Avenue, Ellensburg, WA 98926-3771. TARGET #2314 2941 Queensgate Drive, Richland, WA 99352-9101. TARGET #760 12 N Fair Avenue, Yakima, WA 98901-4520. TARGET #830 1106 N Columbia Center Boulevard, Kennewick, WA 99336-1161. TWIN CITY FOODS 5405 N Industrial Way, Pasco, WA 99301-9547. WALGREENS #10107 633 W Tietan Street, Walla Walla, WA 99362-4329. WALGREENS #10195 2800 W Clearwater Avenue, Kennewick, WA 99336-2945. WALGREENS #10478 1601 George Washington Way, Richland, WA 99354-2626. WALGREENS #1078 2005 W Court Street, Pasco, WA 99301-3934. WALGREENS #12053 6400 W Nob Hill Boulevard, Yakima, WA 98908-1929. WALGREENS #12275 610 W Yakima Avenue, Yakima, WA 98902-3365. WALGREENS #13971 470 Grant Road, Wenatchee, WA 98802-5336. WALGREENS #2647 200 E Broadway Avenue, Moses Lake, WA 98837-1718. WALGREENS #2670 1050 N Miller Street, Wenatchee, WA 98801-1512. WALGREENS #9113 4000 W 27th Avenue, Kennewick, WA 99337-2422. WALGREENS #9596 585 Gage Boulevard, Richland, WA 99352-7761. WALGREENS #9765 5506 N Road 68, Pasco, WA 99301-9627. WALGREENS #9911 4001 Summitview Avenue, Suite 1, Yakima, WA 98908-2945. WALMART #2187 2000 N Wenatchee Avenue, Wenatchee, WA 98801-1056. WALMART #3754 108 N Apple Blossom Drive, Chelan, WA 98816-8679. WESTERN MATERIALS 317 S 5th Avenue, Pasco, WA 99301-5596. Winco #164 1340 N Wenatchee Avenue, Wenatchee, WA 98801-1558. WINCO FOODS #111 PBS 2425 Longfibre Avenue, Union Gap, WA 98903-1503. WINCO FOODS #141 960 N Stratford Road, Moses Lake, WA 98837-1513. WINCO FOODS #2 PBS 4602 W Clearwater Avenue, Kennewick, WA 99336-6206. WINCO FOODS #45 PBS 101 Columbia Point Drive, Richland, WA 99352-4387. United States District Court for the District of Columbia *United States of America,* Plaintiff, v. *Reddy Ice LLC, Stone Canyon Industries Holdings, LP,* and *Chill Parent Holdco, L.P.,* Defendants. Case No.: 1:26-cv-271-SLS Competitive Impact Statement In accordance with the Antitrust Procedures and Penalties Act, 15 U.S.C. 16(b)-(h) (the “APPA” or “Tunney Act”), the United States of America files this Competitive Impact Statement related to the proposed Final Judgment filed in this civil antitrust proceeding. I. Nature and Purpose of The Proceeding On July 3, 2025, Stone Canyon Industries Holdings, L.P. (“Reddy Ice”) agreed to acquire Chill Parent Holdco, L.P. (“Arctic Glacier”) for a price of more than $126.4 million but less than $179.4 million. The United States filed a civil antitrust Complaint on January 30, 2026, seeking to enjoin the proposed acquisition. ( *See* ECF No. 1; *see also* Corrected Complaint filed Feb. 2, 2026, at ECF No. 8-1) (“Corrected Complaint”). 1 The Corrected Complaint alleges that the likely effect of this acquisition would be to substantially lessen competition for the sale of packaged ice
(1)to retail chains in the states of Oregon and Washington and in Imperial and Riverside counties in the state of California, and
(2)to airlines and airline caterers in the metropolitan areas of Boston, Massachusetts and New York City, New York, in violation of Section 7 of the Clayton Act, 15 U.S.C. 18. 1 Per the Court's ECF instruction on February 2, 2026, the United States filed corrected documents in this matter to comply with the requirement that the signing attorney must be the filing attorney. No substantive changes were made to the corrected documents. At the same time the Complaint was filed, the United States filed a proposed Final Judgment and an Asset Preservation and Hold Separate Stipulation and Order, which are designed to remedy the loss of competition alleged in the Complaint. ( *See* ECF No. 2-1; *see also* Corrected Asset Preservation and Hold Separate Stipulation and Order filed Feb. 2, 2026, at ECF No. 8-3) (“Corrected Stipulation and Order”). 2 2 *See* footnote 1. Under the terms of the proposed Final Judgment, which are explained more fully below, Defendants are required to divest ice manufacturing and distribution facilities, customer relationships and contracts, and other assets, in California to San Diego Ice Company, Inc. (“San Diego Ice”) and in Washington to Columbia Basin Ice, LLC (“Columbia Basin Ice”), or to other acquirers acceptable to the United States. Defendants are also required to divest customer relationships and contracts, along with other assets, in Oregon to Oregon Ice Company, LLC (“Oregon Ice”), in the Boston, Massachusetts metropolitan area to Dee Zee Ice, LLC (“Dee Zee Ice”), and in the New York City, New York metropolitan area to Natuzzi Ice, Inc. (“Natuzzi Ice”), or to other acquirers acceptable to the United States. Additionally, under the proposed Final Judgment, Defendants are
(1)required to sever any existing distribution or co-packing agreements with the acquirers;
(2)prohibited from entering into new distribution or co-packing agreements with the acquirers during the term of the proposed Final Judgment, unless the United States permits entry into such agreements;
(3)prohibited from competing for the divested customers for a limited time;
(4)required to undergo annual antitrust compliance training approved by the United States; and
(5)required to provide advance notification to the United States of certain future acquisitions of packaged ice companies. Under the terms of the Corrected Stipulation and Order, Defendants must take certain steps to operate, preserve, and maintain the full economic viability, marketability, and competitiveness of the assets that must be divested. In addition, the management, sales, and operations of the assets that must be divested must be held entirely separate, distinct, and apart from Defendants' other operations. The purpose of these terms in the Corrected Stipulation and Order is to ensure that competition is maintained during the pendency of the required divestitures. The United States and Defendants have stipulated that the proposed Final Judgment may be entered after compliance with the APPA. Entry of the proposed Final Judgment will terminate this action, except that the Court will retain jurisdiction to construe, modify, or enforce the provisions of the proposed Final Judgment and to punish violations thereof. II. Description of Events Giving Rise to the Alleged Violation A. The Defendants and the Proposed Transaction Reddy Ice is the largest producer of packaged ice in the United States, with annual revenues of approximately $511 million. It is headquartered in Dallas, Texas, and is owned by Stone Canyon Industries Holdings, LP. Reddy Ice sells packaged ice in 37 states and the District of Columbia. It operates 100 ice manufacturing and distribution facilities in the United States. Reddy Ice also owns approximately 2,320 in-store bagging machines that automatically produce and package bags of ice at retail chain and convenience stores. Arctic Glacier is the third largest packaged ice producer in the United States, with annual revenues of approximately $306 million. It has dual headquarters in Bala Cynwyd, Pennsylvania, and Winnipeg, Canada. Arctic Glacier's ultimate parent is Chill Parent Holdco, L.P., which is owned by the Carlyle Group. Arctic Glacier sells packaged ice in 19 states. It operates 57 ice manufacturing and distribution facilities in the United States. Reddy Ice and Arctic Glacier have largely complementary footprints in the United States, although they overlap in some geographic areas. Reddy Ice's packaged ice facilities are located in the U.S. Southeast, South, and parts of the West and West Coast; Arctic Glacier's packaged ice facilities are located in the U.S. Northeast, parts of the Midwest, and on the West Coast. On July 3, 2025, Reddy Ice and Arctic Glacier executed a purchase agreement through which Reddy Ice will acquire Arctic Glacier for more than $126.4 million but less than $179.4 million. B. Competitive Effects of the Transaction The Corrected Complaint alleges that the transaction will result in anticompetitive effects in the markets for the sale of packaged ice
(1)to retail chains in the states of Oregon and Washington and in Imperial and Riverside counties in the state of California, and
(2)to airlines and airline caterers in the metropolitan areas of Boston, Massachusetts and New York City, New York. The transaction will combine the largest two producers of packaged ice in certain parts of the United States where they both compete. As alleged in the Corrected Complaint, eliminating competition between Reddy Ice and Arctic Glacier would likely lead to higher prices, reduced service quality, or both for packaged ice sold to retail chains in the states of Oregon, Washington, and in Imperial and Riverside counties in the state of California and to airlines and airline caterers in the metropolitan areas of Boston and New York City. 1. Relevant Markets a. Packaged Ice Sold to Retail Chains in Oregon, Washington, and Imperial and Riverside Counties in California As alleged in the Corrected Complaint, packaged ice sold to national, regional, and multi-regional chains in Oregon, Washington, and Imperial and Riverside counties in California are relevant markets under Section 7 of the Clayton Act. Packaged ice sold to retail chains is a recognized product category in the ice industry and is typically sold in seven-pound and larger bags. High-quality service and on-time delivery are important to retail chains that need to have ice stocked throughout the year, especially during the summer months. Retail chains often prefer to contract with large producers of packaged ice such as Reddy Ice and Arctic Glacier because they have the ability to serve stores across multiple geographies. Other reasons include volume discounts; proven ability to serve large customers; the administrative simplicity of working with fewer suppliers; and the ability of large producers of packaged ice to supply back-up ice from their other facilities. There are no reasonable substitutes for packaged ice for most retail chains. Ice vending machines and self-supply of packaged ice are not viable alternatives for most retail chains due to cost, capacity, and space limitations. Packaged ice producers negotiate individual prices with retail chains for delivery of packaged ice to multiple store locations. A price increase can therefore be targeted to an individual customer due to a lessening in competition. Customers that are similarly situated with respect to the effects of the transaction may be analyzed as a group, and the location of the group delineates the relevant geographic market. Affected customers in the relevant geographic markets cannot evade a price increase via arbitrage, that is, by re-purchasing packaged ice from customers in other areas that have not been subject to a price increase. This is not practical for a number of reasons, including the costs of transportation, which can be high due to packaged ice's high volume and weight relative to its sales price, as well as the expense of fuel and refrigeration. The relevant geographic markets in which retail chains will likely be harmed by the proposed transaction are the locations of these similarly situated targetable customers in Oregon, Washington, and Imperial and Riverside counties in California. For these reasons, the Corrected Complaint alleges that a hypothetical monopolist supplier of packaged ice to retail chains in Oregon, Washington, and Imperial and Riverside counties in California would profitably increase prices by at least a small but significant non-transitory amount because retail chains in these areas have no practical alternative source of supply. b. Packaged Ice Sold to Airlines and Airline Caterers in the Metropolitan Areas of Boston, MA and New York City, NY As alleged in the Corrected Complaint, packaged ice sold to airlines and airline caterers in the metropolitan areas of Boston, Massachusetts and New York City, New York, are relevant markets under Section 7 of the Clayton Act. Packaged ice sold to airlines and airline caterers is a recognized product category in the ice industry. Airlines and airlines caterers buy packaged ice primarily for use during the in-flight beverage services. Unlike retail chains, most airlines and airline caterers purchase smaller, five-pound heat-sealed bags, which require different machinery that many ice producers do not have, rather than the typical seven-pound and larger bags sold to retail chains. There are no reasonable substitutes for packaged ice for most airlines and airline caterers. Ice vending machines and self-supply of packaged ice are not viable alternatives for most airlines and airline caterers due to cost, capacity, and space limitations. Packaged ice producers negotiate individual prices with airlines and airline caterers for delivery to airports. Similar to retail chains, airlines and airline caterers can be individually targeted for price increases due to a lessening of competition. Similarly situated airlines and airline caterers can be grouped together to assess the effects of the transaction. The relevant geographic markets are the locations of these groups of customers in the metropolitan areas of Boston and New York City. For these reasons, the Corrected Complaint alleges that a hypothetical monopolist supplier of packaged ice to airlines and airline caterers in the Boston and New York City metropolitan areas would profitably increase prices by at least a small but significant non-transitory amount because airlines and airline caterers in these areas have no practical alternative source of supply. 2. Competitive Effects As alleged in the Corrected Complaint, Reddy Ice's acquisition of Arctic Glacier would combine the largest packaged ice producers capable of servicing most retail chains, airlines, and airline caterers in the relevant geographic markets. In each of the relevant markets, Reddy Ice and Arctic Glacier compete head-to-head to sell packaged ice by lowering prices to customers and by providing better services, such as more reliable, frequent, and on-time deliveries. In some of these geographic markets, Reddy Ice competes exclusively using a co-packer that manufactures and delivers the ice to the customer on behalf of Reddy Ice. Many customers solicit bids from packaged ice producers and select the bidder that offers the best combination of quality of service and price. Even customers who use less formal procurement processes benefit from the competition between these two large producers on price and quality of service. The acquisition would eliminate the benefits of competition for sales of packaged ice between Reddy Ice and Arctic Glacier in the relevant markets. As alleged in the Corrected Complaint, the acquisition would result in higher prices, lower service quality, or both, and leave retail chains, airlines, and airline caterers in the relevant markets with few, if any, competitive alternatives. 3. Difficulty of Entry and Expansion As alleged in the Corrected Complaint, sufficient and timely entry by competitors into the relevant packaged ice markets is unlikely to prevent the harm to competition that is likely to result from Reddy Ice's acquisition of Arctic Glacier. Expansion among existing competitors is similarly unlikely to occur in a sufficient and timely fashion to prevent harm to retailers and consumers in these markets. Barriers to entry and expansion are high and include the substantial up-front capital investments required to build a network of facilities with the scale needed to meaningfully compete with the combined firm and reputational barriers such as the time required to build a supplier's reputation in the industry. The Corrected Complaint also alleges that the acquisition of Arctic Glacier by Reddy Ice is unlikely to generate efficiencies sufficient to reverse or outweigh the anticompetitive effects that are likely to occur as a result of the acquisition. III. Explanation of the Proposed Final Judgment The relief required by the proposed Final Judgment is designed to remedy the loss of competition alleged in the Corrected Complaint by establishing independent and economically viable competitors for the sale of packaged ice to retail chains in Oregon, Washington, and Imperial and Riverside counties in California, and to airlines and airline caterers in the metropolitan areas of Boston, MA and New York City, NY. A. Divestitures 1. Divestiture Assets in California, Oregon, and Washington The proposed Final Judgment defines three sets of divestiture assets for the relevant geographic markets in California (the “California Divestiture Assets”), Oregon (the “Oregon Divestiture Assets”), and Washington (the “Washington Divestiture Assets”) ( *see* Paragraphs II.H., II.BB., and II.JJ., respectively of the proposed Final Judgment). Each set of assets must be divested within 30 calendar days after the Court's entry of the Corrected Stipulation and Order. Each set of assets also must be divested in such a way as to satisfy the United States in its sole discretion that the assets can and will be operated by the acquirers as viable, ongoing businesses that can compete effectively in the market for the sale of packaged ice to retail chains in the relevant geographic markets. Defendants also must use their best efforts to accomplish the divestitures as expeditiously as possible and must cooperate with the acquirers. For the California Divestiture Assets, Defendants must divest the lease, facilities, machinery, equipment, vehicles, ice merchandisers, and customer contracts and relationships relating to or used in connection with the manufacture and sale of packaged ice to Reddy Ice's customers and customer locations listed in Schedule 1 of the proposed Final Judgment. Defendants must divest the California Divestiture Assets to San Diego Ice or another acquirer acceptable to the United States in its sole discretion. For the Oregon Divestiture Assets, Defendants must divest ice merchandisers and customer contracts and relationships relating to or used in connection with the manufacture and sale of packaged ice to Reddy Ice's customers and customer locations listed in Schedule 4 of the proposed Final Judgment. Defendants must also, at the option of the acquirer, grant the acquirer for a period of three years a rent-free and royalty-free right to use the in-store bagging machines that are at customer locations listed in Schedule 4. Defendants must divest the Oregon Divestiture Assets to Oregon Ice or another acquirer acceptable to the United States in its sole discretion. For the Washington Divestiture Assets, Defendants must divest leases and subleases, facilities, machinery, equipment, vehicles, ice merchandisers, and customer contracts and relationships relating to or used in connection with the manufacture and sale of packaged ice to Reddy Ice's customers and customer locations listed in Schedule 5 of the proposed Final Judgment. Defendants must also, at the option of the acquirer, grant the acquirer for a period of three years a rent-free and royalty-free right to use the in-store bagging machines that are at customer locations listed in Schedule 5. Defendants must divest the Washington Divestiture Assets to Columbia Basin Ice or another acquirer acceptable to the United States in its sole discretion. The acquirers, Oregon Ice, Columbia Basin Ice, and San Diego Ice, are packaged ice suppliers with multiple facilities in Oregon (Oregon Ice), Washington (Columbia Basin Ice), and in southern California (San Diego Ice). Each of these suppliers is currently serving large retail chains in those areas as a co-packer for Reddy Ice and has been serving as a co-packer for Reddy Ice for over seven years. Each will be acquiring the customer contracts and relationships that it currently serves as the co-packer. Because of their demonstrated track records of serving these large retail chain customers, they are well-positioned to continue to serve these customers and vigorously compete to retain them going forward. To avoid entanglements and agreements that may lessen future competition, Defendants must sever any existing manufacture, distribution, or co-pack agreements between any Defendant and an acquirer. 2. Divestitures Assets in Massachusetts and New York The proposed Final Judgment defines two sets of divestiture assets for the relevant geographic markets in Massachusetts (the “Massachusetts Divestiture Assets”) and New York (the “New York Divestiture Assets”) ( *see* Paragraphs II.W. and II.Z., respectively of the proposed Final Judgment). Each set of assets must be divested within 30 calendar days after the Court's entry of the Corrected Stipulation and Order. Each set of assets also must be divested in such a way as to satisfy the United States in its sole discretion that the assets can and will be operated by the acquirers as viable, ongoing businesses that can compete effectively in the market for the sale of packaged ice to airline and airline caterers in the relevant geographic markets. Defendants must use their best efforts to accomplish the divestitures as expeditiously as possible and must cooperate with the acquirers. For the Massachusetts Divestiture Assets, Defendants must divest ice merchandisers and customer contracts and relationships relating to or used in connection with the manufacture and sale of packaged ice to Reddy Ice's customers and customer locations listed in Schedule 2 of the proposed Final Judgment. Defendants must divest the Massachusetts Divestiture Assets to Dee Zee Ice or another acquirer acceptable to the United States in its sole discretion. For the New York Divestiture Assets, Defendants must divest ice merchandisers and customer contracts and relationships relating to or used in connection with the manufacture and sale of packaged ice to Reddy Ice's customers and customer locations listed in Schedule 3 of the proposed Final Judgment. Defendants must divest the New York Divestiture Assets to Natuzzi Ice or another acquirer acceptable to the United States in its sole discretion. The acquirers, Dee Zee Ice and Natuzzi Ice, are packaged ice suppliers capable of serving airlines and airline caterers in the metropolitan areas of Boston and New York City, respectively. Each of these acquirers is currently serving airlines and airline caterers in these markets as a co-packer for Reddy Ice and has been doing so for four years. Each will be acquiring the customer contracts and relationships that it currently serves as the co-packer. Because of their demonstrated track records of serving these customers, they are well-positioned to continue to serve these customers and vigorously compete to retain them going forward. To avoid entanglements and agreements that may lessen future competition, Defendants must sever any existing manufacture, distribution, or co-pack agreements between any Defendant and an acquirer. 3. Relevant Personnel and Non-Solicitation Provisions For the California, Oregon, and Washington Divestiture Assets, the proposed Final Judgment ( *see* Paragraphs IV.I., VII.J., and VIII.J., respectively) contains provisions intended to facilitate the acquirers' efforts to hire certain employees needed to operate the divested assets. Specifically, the proposed Final Judgment requires Defendants to provide the acquirer and the United States with organization charts and information relating to these employees and to make them available for interviews. It also provides that Defendants must not interfere with any efforts by acquirers to hire these employees. Additionally, for employees who elect employment with an acquirer, Defendants must waive all non-compete and non-disclosure agreements, vest all unvested pension and other equity rights, provide all compensation and benefits that those employees have fully or partially accrued, and provide all other benefits that the employees would generally be provided had those employees continued employment with Defendants, including any retention bonuses or payments. The proposed Final Judgment further provides that for six months from the date of the California, Oregon, and Washington Divestitures, Defendants may not solicit to re-hire any of those employees who were hired by the acquirer, unless an employee is terminated or laid off by the acquirer or the acquirer agrees in writing that Defendants may solicit to re-hire that individual ( *see* Paragraphs IV.I.6., VII.J.6, and VIII.J.6. of the proposed Final Judgment). 4. In-Store Bagging Machine Parts Supply Contract Provisions For the Oregon and Washington Divestiture Assets, the proposed Final Judgment ( *see* Paragraphs VII.L.1. and VIII.M.1., respectively) requires Defendants, at the option of the acquirer and subject to approval by the United States in its sole discretion, on or before the date of divestiture, to enter into one or more contracts for the supply of parts that the acquirer determines are needed for the maintenance of the in-store bagging machines being leased by the Defendants to the acquirer ( *see* Paragraphs VII.L.1. and VIII.M.1. of the proposed Final Judgment). Any supply contract may be for a period of up to three years, as determined by the acquirer, on terms and conditions reasonably related to market conditions for the supply of such parts. At the option of the acquirer, subject to approval by the United States in its sole discretion, Defendants must enter into one or more extensions of any such contracts for a total of up to an additional two years. The acquirer may terminate all or a portion of a supply contract or extension without cost or penalty, upon 30 calendar days' written notice. These provisions will help to ensure that acquirers of customers with in-store bagging machines will have the ability to access the parts that are needed to maintain those machines, enhancing their ability to retain these customers. 5. Packaged Ice Supply Contract Provisions For all five sets of divestiture assets, the proposed Final Judgment ( *see* Paragraphs IV.L., V.J., VI.J., VII.L.2., and VIII.M.2.) requires Defendants, at the option of the acquirers, to enter into one or more contracts for the supply of packaged ice for the customers that are being transferred to the acquirer, for a period of up to one year on terms and conditions reasonably related to market conditions for the supply of packaged ice. At the option of the acquirer, and subject to the approval of the United States in its sole discretion, Defendants must enter into one or more extensions of any such contract for the supply of packaged ice, for a total of up to an additional two years. The acquirer may terminate all or a portion of a supply contract or extension without cost or penalty upon 30 calendar days' written notice. These provisions will help to ensure that the acquirer will not face disruption to its supply of packaged ice and will help it to retain the customers transferred to it as part of the divestiture. 6. Transition Services Agreements Provisions For all five sets of divestiture assets, the proposed Final Judgment ( *see* Paragraphs IV.M., V.K., VI.K., VII.M., and VIII.N.) requires Defendants, at the acquirer's option and subject to approval by the United States in its sole discretion, to enter into a transition services agreement, on or before the date of the divestiture, to provide back office, accounting, invoicing, customer service, employee health and safety, and information technology services and support for a period of up to 180 calendar days, and one or more extensions of up to an additional 180 days, on terms and conditions reasonably related to market conditions for the provision of the transition services. The acquirer may terminate all or a portion of the transition services agreement, including an extension, without cost or penalty, upon 30 calendar days' written notice. The proposed Final Judgment also provides that employees of Defendants tasked with supporting this agreement must not share any competitively sensitive information of the acquirer with any other employee of Defendants. 7. Customer Non-Compete and Non-Solicitation Provisions For all five sets of divestiture assets, the proposed Final Judgment ( *see* Paragraphs IV.N. and IV.O., V.L. and V.M., VI.L. and VI.M., VII.N. and VII.O., and VIII.O. and VIII.P.) prohibits Defendants from selling any packaged ice to the customers transferred to acquirers as part of the divestitures for a period of one year following the divestitures and prohibits Defendants from initiating customer-specific communications to solicit any customer transferred to acquirers as part of the divestitures for a period of three years following the divestitures. However, once the one-year term of the non-compete provisions expire, Defendants may respond to inquiries initiated by transferred customers and enter into negotiations to supply that customer (including responding to requests for quotation or proposal). Together, these provisions will help the acquirers establish and maintain important customer relationships and preserve competition. B. Appointment of Divestiture Trustee If Defendants do not accomplish the divestitures of the California, Massachusetts, New York, Oregon, and Washington Divestiture Assets within the period prescribed in Paragraphs IV.A., V.A., VI.A., VII.A., and VIII.A. of the proposed Final Judgment, Section IX of the proposed Final Judgment provides that the Court will appoint a divestiture trustee selected by the United States to effect the divestitures. If a divestiture trustee is appointed, the proposed Final Judgment provides that Defendants must pay all costs and expenses of the trustee. The divestiture trustee's commission must be structured so as to provide an incentive for the trustee based on the price and terms obtained and the speed with which the divestiture is accomplished. After the divestiture trustee's appointment becomes effective, the divestiture trustee must provide monthly reports to the United States setting forth the divestiture trustee's efforts to accomplish the divestitures. If the divestitures have not been accomplished within 180 calendar days of the divestiture trustee's appointment, the United States may make recommendations to the Court, which may enter such orders as it deems appropriate, in order to carry out the purpose of the Final Judgment, including by extending the trust and the term of the divestiture trustee's appointment. C. Appointment of Monitor Section XIV of the proposed Final Judgment provides that the Court will appoint a monitoring trustee selected by the United States in its sole discretion who will have the power and authority to investigate and report on Defendants' compliance with the terms of the Final Judgment and the Corrected Stipulation and Order, including Defendants' sale of the Divestiture Assets and Defendants' compliance with the supply contracts provisions in Paragraphs IV.L., V.J., VI.J., VII.L., and VIII.M., the transition services provisions in Paragraphs IV.M., V.K., VI.K., VII.M., and VIII.N., the customer non-compete provisions in Paragraphs IV.N., V.L., VI.L., VII.N., and VIII.O., the customer non-solicitation provisions in Paragraphs IV.O., V.M., VI.M., VII.O., and VIII.P of the proposed Final Judgment, as well as the antitrust compliance training provisions in Section XV of the proposed Final Judgment. The monitoring trustee will not have any responsibility or obligation for the operation of Defendants' businesses. The monitoring trustee will serve at Defendants' expense, on such terms and conditions as the United States approves, and Defendants must assist the monitoring trustee in fulfilling the monitoring trustee's obligations. The monitoring trustee will provide periodic reports to the United States on the Defendants' efforts to comply with the Final Judgment and will serve until 90 calendar days after all supply contracts or customer non-solicitation requirements have expired, whichever is later, unless the United States determines a different period is appropriate. D. Notification Provisions Section XVII of the proposed Final Judgment requires Defendants to notify the United States 30 days in advance of executing certain transactions that would not otherwise be reportable under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, 15 U.S.C. 18a (“HSR Act”). The transactions covered by these provisions include Defendants' acquisition, directly or indirectly, of any assets of or any interest in any entity valued at 15% or greater of the “size of transaction” threshold (as adjusted annually and as specified in the HSR Act) that is involved in the manufacture or sale of packaged ice in Oregon; Washington; Imperial County, CA; Los Angeles County, CA; Orange County, CA; Riverside County, CA; San Bernardino County, CA; or San Diego County, CA; or in the manufacture or sale of packaged ice to, or within 50 miles of, customers located at Newark Liberty International Airport, John F. Kennedy International Airport, LaGuardia Airport, or Boston Logan International Airport. These additional reporting requirements are in effect during the five-year period following entry of the proposed Final Judgment. Section XVII will provide the United States with advance notice of, and an opportunity to evaluate, Defendants' acquisition of packaged ice suppliers in the same geographic areas where Defendants must complete divestitures. Additionally, Section XVII broadens the geographic scope of relief in California to encompass counties adjacent to or nearby Imperial and Riverside counties to ensure that Defendants notify the United States of future proposed acquisitions of rivals that may be capable of serving large retail chains. Because, as alleged in the Corrected Complaint, the packaged ice industry has experienced significant consolidation, future acquisitions of entities involved in the manufacture and sale of packaged ice in these geographic areas by Defendants may have the potential to substantially lessen competition. These provisions give the United States an opportunity to assess the competitive effects of such transactions in advance of their closing, even if the purchase price is below the HSR Act's threshold. Because the entity value threshold amount is much lower than the HSR's Act “size of transaction” threshold, these provisions broaden Defendants' pre-merger reporting requirements. F. Other Provisions To Ensure Compliance With the Proposed Final Judgment The proposed Final Judgment also contains provisions designed to promote compliance with and make enforcement of the Final Judgment as effective as possible. Paragraph XVIII.A. of the proposed Final Judgment prohibits Defendants, during the term of the Final Judgment, from reacquiring any part of or any interest in the Divestiture Assets or acquiring any part of or any interest in any acquirer without prior written authorization of the United States. This provision ensures that the acquirers will remain independent competitors of Defendants. Paragraph XVIII.B. of the proposed Final Judgment prohibits Defendants from entering into a new joint venture, partnership, or collaboration, including any distribution or co-packing agreements, with any acquirer during the term of the Final Judgment. However, the United States in its sole discretion may approve distribution or co-packing agreements between Defendants and acquirers during the term of the Final Judgment. This provision ensures that the acquirers will have the incentive to compete against Defendants while allowing potentially pro-competitive distribution or co-packing agreements between Defendants and acquirers with approval from the United States. Section XV of the proposed Final Judgment provides that within 90 calendar days of entry of the Final Judgment, and on an annual basis thereafter for the duration of the Final Judgment, Reddy Ice must conduct an antitrust compliance training approved by the United States on
(i)the meaning and requirements of the Final Judgment and the Corrected Stipulation and Order, and
(ii)compliance with federal and applicable state antitrust laws and guidelines. Reddy Ice must provide such training to its corporate leadership and their direct reports and all of its employees who communicate in any way with other manufacturers, suppliers, or distributors of packaged ice. The Chief Legal Officer of Reddy Ice must submit an affidavit certifying compliance with this training requirement within 370 calendar days of entry of the Final Judgment and on an annual basis thereafter. Paragraph XXI.A. provides that if, at any time during the five-year period following entry of the Final Judgment, the United States determines in its sole discretion that the Final Judgment has failed to fully redress the violations alleged in the Corrected Complaint, then the United States may re-open this proceeding to seek additional relief, including divestiture of additional assets from Defendants. The Court may order such additional relief if it finds by a preponderance of the evidence that there is a reasonable probability that the proposed Final Judgment did not fully redress the violations alleged in the Corrected Complaint. Paragraph XXI.B. provides that the United States retains and reserves all rights to enforce the Final Judgment, including the right to seek an order of contempt from the Court. Under the terms of this paragraph, Defendants have agreed that in any civil contempt action, any motion to show cause, or any similar action brought by the United States regarding an alleged violation of the Final Judgment, the United States may establish the violation and the appropriateness of any remedy by a preponderance of the evidence and that Defendants have waived any argument that a different standard of proof should apply. This provision aligns the standard for compliance with the Final Judgment with the standard of proof that applies to the underlying offense that the Final Judgment addresses. Paragraph XXI.C. provides additional clarification regarding the interpretation of the provisions of the proposed Final Judgment. The proposed Final Judgment is intended to remedy the loss of competition the United States alleges would otherwise be harmed by the transaction. Defendants agree that they will abide by the proposed Final Judgment and that they may be held in contempt of the Court for failing to comply with any provision of the proposed Final Judgment that is stated specifically and in reasonable detail, as interpreted in light of this procompetitive purpose. Paragraph XXI.D. provides that if the Court finds in an enforcement proceeding that a Defendant has violated the Final Judgment, the United States may apply to the Court for an extension of the Final Judgment, together with such other relief as may be appropriate. In addition, to compensate American taxpayers for any costs associated with investigating and enforcing violations of the Final Judgment, Paragraph XXI.D. provides that, in any successful effort by the United States to enforce the Final Judgment against a Defendant, whether litigated or resolved before litigation, the Defendant must reimburse the United States for attorneys' fees, experts' fees, and other costs incurred in connection with that effort to enforce this Final Judgment, including the investigation of the potential violation. Paragraph XXI.E. states that the United States may file an action against a Defendant for violating the Final Judgment for up to four years after the Final Judgment has expired or been terminated. This provision is meant to address circumstances such as when evidence that a violation of the Final Judgment occurred during the term of the Final Judgment is not discovered until after the Final Judgment has expired or been terminated or when there is not sufficient time for the United States to complete an investigation of an alleged violation until after the Final Judgment has expired or been terminated. This provision, therefore, makes clear that, for four years after the Final Judgment has expired or been terminated, the United States may still challenge a violation that occurred during the term of the Final Judgment. Finally, Section XXII of the proposed Final Judgment provides that the Final Judgment will expire ten years from the date of its entry, except that after five years from the date of its entry, the Final Judgment may be terminated upon notice by the United States to the Court and Defendants that the divestitures have been completed and continuation of the Final Judgment is no longer necessary or in the public interest. IV. Remedies Available to Potential Private Plaintiffs Section 4 of the Clayton Act, 15 U.S.C. 15, provides that any person who has been injured as a result of conduct prohibited by the antitrust laws may bring suit in federal court to recover three times the damages the person has suffered, as well as costs and reasonable attorneys' fees. Entry of the proposed Final Judgment neither impairs nor assists the bringing of any private antitrust damage action. Under the provisions of Section 5(a) of the Clayton Act, 15 U.S.C. 16(a), the proposed Final Judgment has no prima facie effect in any subsequent private lawsuit that may be brought against Defendants. V. Procedures Available for Modification of the Proposed Final Judgment The United States and Defendants have stipulated that the proposed Final Judgment may be entered by the Court after compliance with the provisions of the APPA, provided that the United States has not withdrawn its consent. The APPA conditions entry upon the Court's determination that the proposed Final Judgment is in the public interest. The APPA provides a period of at least 60 days preceding the effective date of the proposed Final Judgment within which any person may submit to the United States written comments regarding the proposed Final Judgment. Any person who wishes to comment should do so within 60 days of the date of publication of this Competitive Impact Statement in the **Federal Register** , or within 60 days of the first date of publication in a newspaper of the summary of this Competitive Impact Statement, whichever is later. All comments received during this period will be considered by the U.S. Department of Justice, which remains free to withdraw its consent to the proposed Final Judgment at any time before the Court's entry of the Final Judgment. The comments and the response of the United States will be filed with the Court. In addition, the comments and the United States' responses will be published in the **Federal Register** unless the Court agrees that the United States instead may publish them on the U.S. Department of Justice, Antitrust Division's internet website. Written comments should be submitted in English to: Jill C. Maguire, Acting Chief, Healthcare & Consumer Products Section, Antitrust Division, United States Department of Justice, 450 Fifth St. NW, Suite 4100, Washington, DC 20530, *ATR.Public-Comments-Tunney-Act-MB@usdoj.gov.* The proposed Final Judgment provides that the Court retains jurisdiction over this action, and the parties may apply to the Court for any order necessary or appropriate for the modification, interpretation, or enforcement of the Final Judgment. VI. Alternatives to the Proposed Final Judgment As an alternative to the proposed Final Judgment, the United States considered a full trial on the merits against Defendants. The United States could have continued the litigation and sought preliminary and permanent injunctions against Reddy Ice's acquisition of Arctic Glacier. The United States is satisfied, however, that the relief required by the proposed Final Judgment will remedy the anticompetitive effects alleged in the Corrected Complaint, preserving competition for the sale of packaged ice in the California, Massachusetts, New York, Oregon, and Washington geographic markets alleged in the Corrected Complaint. Thus, the proposed Final Judgment achieves all or substantially all of the relief the United States would have obtained through litigation but avoids the time, expense, and uncertainty of a full trial on the merits. VII. Standard of Review Under the APPA for the Proposed Final Judgment Under the Clayton Act and APPA, proposed Final Judgments, or “consent decrees,” in antitrust cases brought by the United States are subject to a 60-day comment period, after which the Court shall determine whether entry of the proposed Final Judgment “is in the public interest.” 15 U.S.C. 16(e)(1). In making that determination, the Court, in accordance with the statute as amended in 2004, is required to consider:
(A)the competitive impact of such judgment, including termination of alleged violations, provisions for enforcement and modification, duration of relief sought, anticipated effects of alternative remedies actually considered, whether its terms are ambiguous, and any other competitive considerations bearing upon the adequacy of such judgment that the court deems necessary to a determination of whether the consent judgment is in the public interest; and
(B)the impact of entry of such judgment upon competition in the relevant market or markets, upon the public generally and individuals alleging specific injury from the violations set forth in the complaint including consideration of the public benefit, if any, to be derived from a determination of the issues at trial. 15 U.S.C. 16(e)(1)(A) & (B). In considering these statutory factors, the Court's inquiry is necessarily a limited one as the government is entitled to “broad discretion to settle with the defendant within the reaches of the public interest.” *United States* v. *Microsoft Corp.,* 56 F.3d 1448, 1461 (D.C. Cir. 1995); *United States* v. *U.S. Airways Grp., Inc.,* 38 F. Supp. 3d 69, 75 (D.D.C. 2014) (explaining that the “court's inquiry is limited” in Tunney Act settlements); *United States* v. *InBev N.V./S.A.,* No. 08-1965 (JR), 2009 U.S. Dist. LEXIS 84787, at *3 (D.D.C. Aug. 11, 2009) (noting that a court's review of a proposed Final Judgment is limited and only inquires “into whether the government's determination that the proposed remedies will cure the antitrust violations alleged in the complaint was reasonable, and whether the mechanisms to enforce the final judgment are clear and manageable”). As the U.S. Court of Appeals for the District of Columbia Circuit has held, under the APPA a court considers, among other things, the relationship between the remedy secured and the specific allegations in the government's Complaint, whether the proposed Final Judgment is sufficiently clear, whether its enforcement mechanisms are sufficient, and whether it may positively harm third parties. *See Microsoft,* 56 F.3d at 1458-62. With respect to the adequacy of the relief secured by the proposed Final Judgment, a court may not “make de novo determination of facts and issues.” *United States* v. *W. Elec. Co.,* 993 F.2d 1572, 1577 (D.C. Cir. 1993) (quotation marks omitted); *see also Microsoft,* 56 F.3d at 1460-62; *United States* v. *Alcoa, Inc.,* 152 F. Supp. 2d 37, 40 (D.D.C. 2001); *United States* v. *Enova Corp.,* 107 F. Supp. 2d 10, 16 (D.D.C. 2000); *InBev,* 2009 U.S. Dist. LEXIS 84787, at *3. Instead, “[t]he balancing of competing social and political interests affected by a proposed antitrust decree must be left, in the first instance, to the discretion of the Attorney General.” *W. Elec. Co.,* 993 F.2d at 1577 (quotation marks omitted). “The court should also bear in mind the *flexibility* of the public interest inquiry: the court's function is not to determine whether the resulting array of rights and liabilities is the one that will *best* serve society, but only to confirm that the resulting settlement is within the *reaches* of the public interest.” *Microsoft,* 56 F.3d at 1460 (quotation marks omitted); *see also United States* v. *Deutsche Telekom AG,* No. 19-2232 (TJK), 2020 WL 1873555, at *7 (D.D.C. Apr. 14, 2020). More demanding requirements would “have enormous practical consequences for the government's ability to negotiate future settlements,” contrary to congressional intent. *Microsoft,* 56 F.3d at 1456. “The Tunney Act was not intended to create a disincentive to the use of the consent decree.” *Id.* The United States' predictions about the efficacy of the remedy are to be afforded deference by the Court. *See, e.g., Microsoft,* 56 F.3d at 1461 (recognizing courts should give “due respect to the Justice Department's . . . view of the nature of its case”); *United States* v. *Iron Mountain, Inc.,* 217 F. Supp. 3d 146, 152-53 (D.D.C. 2016) (“In evaluating objections to settlement agreements under the Tunney Act, a court must be mindful that [t]he government need not prove that the settlements will perfectly remedy the alleged antitrust harms[;] it need only provide a factual basis for concluding that the settlements are reasonably adequate remedies for the alleged harms.” (internal citations omitted)); *United States* v. *Republic Servs., Inc.,* 723 F. Supp. 2d 157, 160 (D.D.C. 2010) (noting “the deferential review to which the government's proposed remedy is accorded”); *United States* v. *Archer-Daniels-Midland Co.,* 272 F. Supp. 2d 1, 6 (D.D.C. 2003) (“A district court must accord due respect to the government's prediction as to the effect of proposed remedies, its perception of the market structure, and its view of the nature of the case.”). The ultimate question is whether “the remedies [obtained by the Final Judgment are] so inconsonant with the allegations charged as to fall outside of the `reaches of the public interest.' ” *Microsoft,* 56 F.3d at 1461 ( *quoting W. Elec. Co.,* 900 F.2d at 309). Moreover, the Court's role under the APPA is limited to reviewing the remedy in relationship to the violations that the United States has alleged in its Complaint, and does not authorize the Court to “construct [its] own hypothetical case and then evaluate the decree against that case.” *Microsoft,* 56 F.3d at 1459; *see also U.S. Airways,* 38 F. Supp. 3d at 75 (noting that the court must simply determine whether there is a factual foundation for the government's decisions such that its conclusions regarding the proposed settlements are reasonable); *InBev,* 2009 U.S. Dist. LEXIS 84787, at *20 (“[T]he `public interest' is not to be measured by comparing the violations alleged in the complaint against those the court believes could have, or even should have, been alleged”). Because the “court's authority to review the decree depends entirely on the government's exercising its prosecutorial discretion by bringing a case in the first place,” it follows that “the court is only authorized to review the decree itself,” and not to “effectively redraft the complaint” to inquire into other matters that the United States did not pursue. *Microsoft,* 56 F.3d at 1459-60. In its 2004 amendments to the APPA, Congress made clear its intent to preserve the practical benefits of using judgments proposed by the United States in antitrust enforcement, Public Law 108-237 § 221, and added the unambiguous instruction that “[n]othing in this section shall be construed to require the court to conduct an evidentiary hearing or to require the court to permit anyone to intervene.” 15 U.S.C. 16(e)(2); *see also U.S. Airways,* 38 F. Supp. 3d at 76 (indicating that a court is not required to hold an evidentiary hearing or to permit intervenors as part of its review under the Tunney Act). This language explicitly wrote into the statute what Congress intended when it first enacted the Tunney Act in 1974. As Senator Tunney explained: “[t]he court is nowhere compelled to go to trial or to engage in extended proceedings which might have the effect of vitiating the benefits of prompt and less costly settlement through the consent decree process.” 119 Cong. Rec. 24,598
(1973)(statement of Sen. Tunney). “A court can make its public interest determination based on the competitive impact statement and response to public comments alone.” *U.S. Airways,* 38 F. Supp. 3d at 76 (citing *Enova Corp.,* 107 F. Supp. 2d at 17). VIII. Determinative Documents There are no determinative materials or documents within the meaning of the APPA that were considered by the United States in formulating the proposed Final Judgment. Dated: February 10, 2026 Respectfully submitted, FOR PLAINTIFF UNITED STATES OF AMERICA: Chris Sung Joon Hong *United States Department of Justice* *Antitrust Division* *Healthcare & Consumer Products Section* *450 Fifth St. NW, Suite 4100* *Washington, DC 20530* *Telephone:
(202)569-1885* *Email: chris.hong@usdoj.gov* [FR Doc. 2026-03102 Filed 2-17-26; 8:45 am]
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U.S. Code
- Judgments§ 16
- Acquisition by one corporation of stock of another§ 18
- Restraining violations; procedure§ 25
- Federal question§ 1331
- Venue generally§ 1391
- Premerger notification and waiting period§ 18a
- Public information; agency rules, opinions, orders, records, and proceedings§ 552
- Suits by persons injured§ 15
13 references not yet in our index
- 28 CFR 16
- 461 U.S. 46
- 56 F.3d 1448
- 38 F. Supp. 3d 69
- 993 F.2d 1572
- 152 F. Supp. 2d 37
- 107 F. Supp. 2d 10
- 217 F. Supp. 3d 146
- 723 F. Supp. 2d 157
- 272 F. Supp. 2d 1
- 38 F. Supp. 3
- Pub. L. 108-237
- 107 F. Supp. 2
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