MEMORANDUM OPINION AND ORDER

ANN D. MONTGOMERY, District Judge.

I. INTRODUCTION

On January 25, 2017, the undersigned United States District Judge heard oral argument on Plaintiffs' Motion for Approval of the Form of Class Notice and Plan of Notice [Docket No. 684] and Defendant SuperValu, Inc.'s ("SuperValu") Motion for Approval of Limited Customer Communications Program [Docket No. 688]. For the reasons set forth below, Plaintiffs' Motion is granted in part and SuperValu's Motion is granted in part.

II. BACKGROUND1

This multi-district class action litigation consolidates the antitrust lawsuits of retail grocers against SuperValu and C&S Wholesale Grocers, Inc. ("C&S") (collectively, "Defendants"), the two largest full-line grocery wholesalers in the United States. See Second Consol. Am. Class Action Compl. [Docket No. 99] ("Second Am. Compl.") ¶ 1. Plaintiffs allege that in 2003, Defendants conspired to allocate customers and territories through an Asset Exchange Agreement ("AEA"), and that, as a result of the reallocation, Defendants charged retailers supra-competitive prices, in violation of Section 1 of the Sherman Act, 15 U.S.C. § 1. See id. §§ 34-44, 77-83.

On September 7, 2016, the Court certified the following five litigation classes ("Classes") of customers served from SuperValu's distribution centers in the Midwest:

Am. Redacted Mem. Op. & Order [Docket No. 651] at 31-33; In re Wholesale Grocery Prods. Antitrust Litig., No. 09-2090, 2016 WL 4697338, at *14-15 (D. Minn. Sept. 9, 2016).

Plaintiffs now move for approval of their proposed notice program. Defendants move for approval of a limited customer communications program.

III. DISCUSSION

A. Notice Program

Plaintiffs propose a notice program that consists of: (1) direct mailing of a long-form notice to all class members who can be reasonably identified; (2) supplemental publication of a short-form notice in four regional trade publications and a PR1 Newswire release; and (3) the creation of a case-specific website and toll-free phone number.

The parties have reached agreement on the language that will be included in the long-form notice, the content of the case-specific website, and the script for the toll-free number. However, three areas of dispute remain. First, Defendants oppose supplemental publication, arguing it is unnecessary overkill and may cause confusion among SuperValu customers who do not fall within any Class but may believe their rights are impacted by the litigation. Second, Plaintiffs oppose Defendants' request to include a brightly colored opt-out form and postagepaid return envelope with the long-form notice. Plaintiffs argue that an opt-out form may be confusing or coercive. Third, Plaintiffs oppose Defendants' request that the case-specific website provide class members with the ability to opt out online. Plaintiffs argue that this form of opting out is unnecessary and may cause some class members to unintentionally opt out of a Class.

1. Legal Standard

Notice of the pendency of a class action must satisfy the requirements of Federal Rule of Civil Procedure 23(c) as well as due process. Rule 23(c)(2)(B) provides that "the court must direct to class members the best notice that is practicable under the circumstances, including individual notice to all members who can be identified through reasonable effort." Fed. R. Civ. P. 23(c)(2)(B). In addition,

Id.

To satisfy due process, the notice given must be "reasonably calculated, under all of the circumstances, to apprise interested parties of the pendency of the action and afford them an opportunity to present their objections." Grunin v. Int'l House of Pancakes, 513 F.2d 114, 120 (8th Cir. 1975) (quoting Mullane v. Cent. Hanover Bank & Trust Co., 339 U.S. 306, 314 (1950)). Neither Rule 23 nor due process require that all class members receive actual notice by mail or other means. Rather, "individual notice must be provided to those class members who are identifiable through reasonable effort." Eisen v. Carlisle & Jacquelin, 417 U.S. 156, 175 (1974). When a class member's name and address is known or easily ascertainable, individualized notice by mail is the "best notice practicable." Id.; Manual for Complex Litigation (Fourth) § 21.311 (2016) at 287 ("When the names and addresses of most class members are known, notice by mail is usually preferred.") (footnote omitted)). The court has discretion over the mechanics of the notice process, "subject only to the broad `reasonableness' standards imposed by due process." Grunin, 513 F.2d at 121.

2. Publication Notice

Plaintiffs' proposed notice program includes sending a long-form notice by first class mail to class members whose addresses are known, and publishing a short-form notice in four regionally circulated trade publications to reach those class members who do not receive a mailed notice. Plaintiffs assert that notice by publication is necessary because the class period spans from 2004 to 2008, and subsequent to this period some class members have sold their retail grocery stores. In the instance of a new owner, it cannot be determined based on public record who may have retained the claim to the lawsuit in the transfer of assets. Plaintiffs thus contend that, although discovery has disclosed current or alternate addresses for most of the 321 class members, publication is nevertheless required because some class members might not be identified and notified through the direct notice mailing.

Defendants argue publication is not necessary because the overwhelming majority of class members' addresses are known or ascertainable. According to the class notice administrator retained by Class counsel, current addresses have been confirmed for all but 17 of the 321 class members. Keough Decl. [Docket No. 691] ¶ 7. Moreover, the class notice administrator has not yet exhausted its effort to "employ sophisticated advanced search methods in attempt [sic] to update and complete the mailing list where addresses are not currently available." Id. ¶ 9. Defendants thus contend that due process does not require publishing notice to tens of thousands of readers to reach a handful of class members. Defendants additionally argue that publication notice is likely to confuse SuperValu customers who do not meet the highly technical class definitions and may falsely believe their rights are impacted by this litigation.

Where individualized notice by mail will reach a large majority of class members, supplemental notice by publication is not required. See, e.g., Grunin, 513 F.2d at 121-22. Grunin was an antitrust action by franchisees against their franchisor. Id. at 118. Approximately one third of the class, or 100 class members, could not be reached by mail. Id. at 121-22. The Eighth Circuit held that "notice by publication was unnecessary in this case for due process purposes and probably would have been of little value in alerting members of the class and subclass that were previously uninformed." Id. at 121; see also Minter v. Wells Fargo Bank, N.A., 283 F.R.D. 268, 276 (D. Md. 2012) (denying request for publication notice where court was "confident that individual mailing will be sufficient to provide notice to the vast majority of potential class members"); Lamb v. United Sec. Life Co., 59 F.R.D. 25, 42 (S.D. Iowa 1972) ("If there are few or none [unidentified class members], no publication notice will be necessary.").

Like Grunin, this class action involves a limited number of class members (as opposed to a consumer class action involving millions of class members), and a very large majority of the class members will be reached by mail. After the class notice administrator has finished implementing its advanced search methods to complete the mailing list, only a few, if any class members will have unconfirmed contact information. Therefore, publication in multiple regional trade journals and a newswire press release is not required by due process and will be of little value in alerting the small number of remaining class members who might not be reached by mail. Accordingly, the notice program will not include a supplemental publication component.

3. Opt-Out Form, Ability to Opt Out Online

Defendants contend an opt-out form should be included with the mailed notice so that no hurdles are imposed to opting out. Defendants request that the opt-out forms be printed on colored paper and include a postage paid return envelope. Additionally, Defendants argue that the case-specific website should provide class members with the ability to opt out online.

Plaintiffs oppose both of Defendants' proposed methods for opting out, arguing that they have the potential to confuse class members and may cause them to inadvertently opt out of the class. Plaintiffs further argue that it is not necessary to provide class members with these methods of opting out because class members may opt out by letter following the instructions provided in the long-form notice.

The Federal Judicial Center's Manual for Complex Litigation advises that a "simple and clear form for opting out is often included with the [class action] notice." Manual for Complex Litigation (Fourth) § 21.311 (2016). The use of an opt-out form on paper and online to simplify the opt-out process is appropriate here, where no action is required for a class member to be included in the class. With respect to Plaintiffs' concern that an opt-out form will engender confusion, the Court agrees with the Potash case from this district, which found "nothing generically confusing in the utilization of an exclusion form to facilitate a potential class members election to opt-out of a class." In re Potash Antitrust Litig., 161 F.R.D. 411, 413 (D. Minn. 1995). Moreover, the class members here are businesses, and their owners possess the level of sophistication necessary to read and understand a simple and clear opt-out form. Thus, the use of an opt-out form under these circumstances "does no more than assure that those who wish to opt-out may do so with somewhat of the same ease by which they may opt-in." Id. at 413 n.3.3 For these reasons, Plaintiffs shall include an opt-out form and postage paid return envelope with the long-form notice mailed to class members. The opt-out form should be printed on the same color of paper as the long-form notice to ensure that class members do not perceive the form as having a greater or lesser importance than the long-form notice.

Courts also approve the use of online forms which allow class members to opt out electronically. See, e.g., Spann v. J.C. Penney Corp., 314 F.R.D. 312, 331 (C.D. Cal. 2016) (approving class settlement notice plan which "provides that class members may elect to exclude themselves by completing and submitting online or mailing a simple Opt-Out Form, which will be available by phone and on the settlement website"). For the same reasons that a paper opt-out form is appropriate, the Court will also order that the case-specific website include an online optout form that can be completed and submitted electronically.

B. SuperValu's Motion

Defendants seek permission to send a letter to its customers shortly after class notice has been issued. SuperValu anticipates getting a number of questions from its customers after they receive the class notice, and this letter may minimize customer confusion and enable SuperValu to maintain its customer relationships. SuperValu further contends that some class members have already been solicited by a claims processing entity called Lex Group, and that this contact caused confusion that could be resolved by a letter from SuperValu to its customers. SuperValu also requests approval of a telephone script to be used by a designated SuperValu businessperson for responding to telephone inquiries from its customers.

Plaintiffs oppose Defendants' request, arguing that the proposed letter allows SuperValu to reiterate and expand its defenses, and the telephone script undermines Class members' rights and ability to receive information about the lawsuit from class counsel. Plaintiffs also contend that to the extent that SuperValu's proposed letter echoes the Court-approved notice, it is unnecessary. Additionally, Plaintiffs argue that if confusing third-party communications occur in the future, SuperValu and Plaintiffs' counsel can negotiate SuperValu's response, similar to how the Lex Group incident was handled. Plaintiffs further argue that the telephone script is unnecessary because if SuperValu receives questions about the lawsuit from its customers, it should simply refer the customers to the website and telephone hotline referenced in the long-form notice.

A district court has a duty under Rule 23(d) to preserve the integrity of the class action process. In re Potash Antitrust Litig., 896 F.Supp. 916, 920 (D. Minn. 1995). "Once a class has been certified, the rules governing communications apply as though each class member is a client of the class counsel. . . . Defendants' attorneys, and defendants acting in collaboration with their attorneys, may only communicate through class counsel with class members on matters regarding the litigation." Manual for Complex Litigation (Fourth) § 21.33 (2016). When class members have an ongoing relationship with the defendants in a class action, it is expected that some class members may attempt to direct their inquiries about the class action to the defendants. Id. "The judge has ultimate control over communications among the parties, third parties, or their agents and class members on the subject matter of the litigation to ensure the integrity of the proceedings and the protection of the class." Id.

The Court will allow SuperValu to disseminate an abbreviated version of its proposed letter. The letter will briefly explain that federal court rules limit SuperValu's ability to discuss the lawsuit with its customers now that classes have been certified. The long-form notice already includes this information, but it is located deep within the long-form notice on page 7. Repeating this information in a short one-page letter better ensures that SuperValu's customers will be given an explanation for why SuperValu is not discussing the lawsuit with them. The letter also explains that "the claims in this lawsuit pertain to the period between September 2003 and September 2008, and none of the allegations in this case implicate SUPERVALU's current prices or customer relationships." Including this information in a short letter will clarify any confusion customers may have about whether their current prices are impacted by the lawsuit. The information in the letter is content neutral and is not coercive. Therefore, a shortened version of SuperValu's proposed letter is approved. An abbreviated version of SuperValu's telephone script is also approved.

IV. CONCLUSION

Based upon the foregoing, and all the files, records, and proceedings herein, IT IS HEREBY ORDERED that:

1. Plaintiffs' Motion for Approval of the Form of Class Notice and Plan of Notice [Docket No. 684] is GRANTED IN PART and DENIED IN PART as stated above; and

2. Defendants SuperValu, Inc. and C&S Wholesale Grocers, Inc.'s Motion for Approval of Limited Customer Communications Program [Docket No. 688] is GRANTED IN PART as stated above.

Class Notice

3. The Court approves the long form of notice which is attached as Exhibit A ("Long Form Notice"), the creation of a case-specific website based on the content attached as Exhibit B ("Website Content"), and the creation of a toll-free number using the script attached as Exhibit C ("Toll-Free Script").

4. The Court also appoints JND Legal Administration LLC as the Notice Administrator. The Administrator shall provide notice of the classes certified as provided herein.

Exclusion Rights and Procedure

5. Each class member shall have the right to be excluded from the Classes by utilizing a separate opt-out form that shall be included with the Long Form Notice and mailed to the Administrator no later than July 1, 2017. Class members may also exclude themselves from the Classes by completing and submitting an electronic opt-out form on the Website no lather than the July 1, 2017 deadline for exclusion.

6. No later than 30 days after the deadline for exclusion, Class Counsel shall file with the Court a list of all persons and entities who have timely requested exclusion from the Classes.

7 Except for those potential members of the Classes who file a timely request for exclusion, all others will be deemed members of the Class.4

SuperValu's Limited Customer Communications Program

8. Following the mailing of the Long Form Notice, SuperValu is authorized to mail its current customers a letter on SuperValu letterhead based on the content attached as Exhibits D (to be sent to members of the Champaign DC Non-Arbitration Class, which brings claims against both Defendants) and Exhibit E (to be sent to class members of the remaining Classes, which bring claims against C&S only).

9. SuperValu is also authorized to utilize the telephone script based on the content attached as Exhibit F.

EXHIBIT A

UNITED STATES DISTRICT COURT FOR THE DISTRICT OF MINNESOTA

NOTICE OF CLASS ACTION

If You Paid Supervalu ABS Fees on Wholesale Grocery Products in All Four Supervalu ABS Product Categories (grocery, dairy, frozen, and general merchandise/health and beauty care) Purchased from Supervalu's Champaign, Green Bay, Hopkins, or Pleasant Prairie Distribution Centers between December 31, 2004 and September 13, 2008, You May Be Affected by a Class Action.

PARA UNA NOTIFICACION EN ESPARÑOL, LLAMAR 1-844-702-7322 O VISITAR NUESTRO SITIO WEB.

A federal court authorized this Notice. This is not a solicitation from a lawyer or a claims agent. Please read the Notice careful/v. If you are a member of at least one of the Classes, your rights may be affected by litigation pending in this Court. This is not a settlement Notice.

• You are receiving this notice because there is a class action lawsuit in the United States District Court for the District of Minnesota which may affect you.

• The Plaintiffs in this lawsuit allege that the Defendants—two competing grocery wholesalers, Supervalu Inc. ("Supervalu") and C&S Wholesale Grocers, Inc. ("C&S") (collectively "Defendants") conspired with each other in violation of the antitrust laws in Illinois, Indiana, Iowa, Michigan, Minnesota, Ohio, or Wisconsin, and that customers incurred damages as a result.

• The Court has ordered that the lawsuit may proceed as a class action on behalf of five Classes of Supervalu customers located in the above referenced states. The five Classes are described in fill in the answer to Question No. 8 below.

• The Defendants deny these allegations and this notice is not an admission or determination of any wrongdoing by Defendants or the likely outcome of this case. Neither the Court nor a jury has decided whether Defendants did anything wrong. Defendants have not settled and they are defending against this lawsuit. So there is no money available now, and there is no guarantee there will be money available in the future. However, your legal rights are affected, and you have a choice to make now:

BASIC INFORMATION

1. Why did I get this notice?

Supervalu's records show that you may have been a customer between December 31, 2004 through September 13, 2008 (the "Class Period"). If you paid fees under Supervalu's Activity Based Sell ("ABS") pricing system, and if you paid ABS fees on wholesale grocery products in all four Supervalu ABS product categories (grocery, dairy, frozen, and general merchandise/health and beauty care) purchased directly from Supervalu during the Class Period, and purchased from the distribution centers ("DC"s) outlined in this Notice, you may be a Class Member. If you are a Class Member, you have legal rights and options that you may exercise before the Court holds a trial or the case is otherwise resolved.

2. What is this lawsuit about?

The Plaintiffs claim that the Classes were harmed by an alleged conspiracy between competitor grocery wholesalers Supervalu and C&S, in which C&S allegedly agreed not to compete with Supervalu for wholesale grocery customers in Illinois, Indiana, Iowa, Michigan, Minnesota, Ohio, and Wisconsin. The Defendants deny they have done anything wrong. Neither the Court nor a jury has yet determined the merits of Plaintiffs' claims or Defendants' defenses.

3. What makes this lawsuit a class action?

In a class action, one or more people or businesses, called Class Representatives, sue on behalf of themselves and all others who have similar claims. Everyone who has claims similar to the Class Representatives are Class Members, except for those who are excluded or who exclude themselves from the class (see Question No. 13).

The Court has allowed, or certified, five Classes in this class action lawsuit. Judge Ann D. Montgomery of the United States District Court for the District of Minnesota is overseeing this class action. The lawsuit is known as In re Wholesale Grocery Products Antitrust Litigation, Civil No. 09-md-02090-ADM-TNL.

The Court decided that this lawsuit can proceed as a class action because it meets the requirements of Federal Rule of Civil Procedure 23, which governs class actions in federal courts. Specifically, the Court found that:

More information can be found in the Court's Memorandum Opinion and Order, dated September 7, 2016, available at www.XXXXXXX.com or on the Court's website at http://www.mnd.uscourts.gov/MDL-Wholesale/.

4. Who are the parties involved in the lawsuit?

In this case, D&G, Inc. d/b/a Gary's Foods is the Class Representative of the Champaign DC Non-Arbitration Class; Blue Goose Super Market, Inc. is the Class Representative of the Champaign DC Arbitration Class; Nemecek Markets, Inc. is the Class Representative of the Green Bay DC Class; Millennium Operations, Inc. d/b/a R.C. Dick's Market is the Class Representative of the Hopkins DC Class; and Elkhorn-Lueptows, Inc., Jefferson Lueptows, Inc., and East Troy Lueptows, Inc. are the Class Representatives of the Pleasant Prairie Class. The Court has certified these Classes (see Question No. 8) and appointed Co-Lead Class Counsel and Liaison Counsel for the Classes.

THE CLAIMS IN THE LAWSUIT

5. What is this lawsuit about? What do Plaintiffs allege? What are the Defendants' positions?

Plaintiffs claim the Classes were harmed by an alleged conspiracy between competitor grocery wholesalers Supervalu and C&S, in which C&S allegedly agreed not to compete with Supervalu for wholesale grocery customers in the Midwest. Plaintiffs claim that by doing so, Defendants violated Section 1 of the Sherman Antitrust Act, and that as a result Plaintiffs and Class Members paid more than they should have in ABS fees.

Defendants have consistently denied the allegations that they engaged in any unlawful agreement with each other. Defendants admit that they entered into an Asset Exchange Agreement ("AEA") in 2003, in which Supervalu sold its New England wholesale grocery business to C&S in exchange for the former business of the Fleming Companies in Wisconsin and Ohio. Defendants maintain further that the AEA and related agreements helped improve the efficiency of their respective distribution networks and, therefore, their ability to continue to provide wholesale goods and services at competitive prices. There has been no determination by the Court or a jury of the merit of the Plaintiffs' allegations.

6. What are the Plaintiffs asking for?

The Plaintiffs are asking for damages to recover the alleged overcharges in ABS fees that were paid to Supervalu as a result of Defendants' alleged conspiracy. There has been no determination by the Court that there were, in fact, any overcharges by Supervalu. The Plaintiffs' claimed overcharge is measured by the percentage difference in allegedly inflated profit margins earned at a given DC as a result of the Defendants' alleged collusion, multiplied by the quantity of ABS fees paid by an individual class member on purchases from that DC.

Plaintiffs also seek treble damages, pre- and post-judgment interest, and costs and reasonable attorney's fees as allowed by law.

7. Is there any money available now?

No. There is no guarantee that money will be obtained. If Plaintiffs win this case, or there is a settlement, you will be notified about how this impacts your rights.

WHO IS IN THE CLASSES?

8. How do I know if I am part of one or more of the Classes?

The Court has certified five Classes. You are included in one or more of them as a Class Member if you meet the descriptions below.

The definition of the Classes will be finalized after the Court determines what locations are in the relevant geographic market.

9. Is anybody excluded from the Classes?

Yes, the following persons and entities are excluded from all of the five Classes:

10. I'm not sure if I'm a Class Member.

If you are not sure whether you are a member of any of the five Classes, contact the Notice Administrator toll-free at 1-844-702-7322 or visit www.XXXXXXXX.com.

YOUR RIGHTS AND OPTIONS

11. Do I need to submit a claim or pay someone else to file a claim for me?

No. There has not been a settlement in this case. The Court has permitted the case to move forward on behalf of the Classes. Plaintiffs must prove the claims against Supervalu and C&S. When and if there is a recovery for the Classes, all Class Members will be notified how this affects their rights and given instructions on how and when to file a claim.

In the meantime, you will likely receive offers from companies, not affiliated with the Court or Class Counsel, that specialize in aggregating claims of Class Members who will offer to complete and file your claim in return for a percentage of the value of your claim. When and if there is a recovery in this case, YOU DO NOT NEED TO PAY ANYONE TO FILE YOUR CLAIM. Before you sign a contract with one of these companies, you should wait until there is a recovery in the case. At that time you can examine the official claim-filing process, and then you can decide whether it is worth the cost to pay someone to file your claim.

You can always seek help from the Notice Administrator or Class Counsel at no charge.

12. What happens if I do nothing?

You do not have to do anything now if you want to keep the possibility of getting money from this lawsuit. By doing nothing you are staying in one or more of the Classes. If you stay in and the Plaintiffs obtain money, either as a result of a trial or a settlement, you will be notified about how to apply for a share of the recovery (or how to ask to be excluded from any settlement). You do not need to take action to stay in the class, and class counsel already has records of your purchases from Supervalu during the Class Period. However, if you still have records of your dealings with Supervalu or C&S from December 31, 2004 through September 13, 2008, please do not discard them. If your mailing address changes, please notify the Notice Administrator or Class Counsel.

If you do nothing now and you stay in one or more of the Classes, regardless of whether the Plaintiffs win or lose the case, you will not be able to sue Supervalu or C&S, now or later, about the legal claims in this lawsuit. You will be legally bound by the Court's orders and judgments in this action.

13. How do I exclude myself from a Class?

To exclude yourself from this case, you must either:

• Your name, address, telephone number and signature.

• All trade names or business names and addresses used by you or your business.

• Your request that you be excluded from the Classes in In re Wholesale Grocery Products Antitrust Litigation, Civil No. 09-md-02090-ADM-TNL.

You must mail your exclusion request, postmarked no later than July 1, 2017 to: Wholesale Grocery Products Antitrust Litigation, ATTN: EXCLUSIONS, c/o JND Class Action Administration, PO Box 6878, Broomfield, CO 80021.

Federal court rules limit the ability of Supervalu and C&S to discuss the lawsuit with you now that classes have been certified. Neither Supervalu nor C&S is permitted to seek to influence you in regard to your participation in the litigation. You will need to decide whether to remain in or exclude yourself from the litigation. Your decision will not affect Supervalu or C&S's business relationship with you in any way.

14. If I do not exclude myself, can I sue the Defendants for the same thing later?

No. If you stay in this lawsuit, you give up the right to separately sue the Defendants about the issues in this lawsuit. You will be legally bound by the Court's orders and judgments in this action. You must exclude yourself from the Class in order to sue the Defendants separately.

THE LAWYERS REPRESENTING YOU

15. Do I have a lawyer in this case?

The Court appointed the firms and lawyers listed below as Co-Lead Class Counsel and Liaison Counsel in this case. You may contact them about the case.

16. Should I hire my own lawyer?

You do not need to hire your own lawyer. Class Counsel is working on your behalf. But you may hire—and pay for—your own lawyer if you wish. For example, you can ask your own lawyer to appear in Court for you if you want someone other than Class Counsel to speak for you.

17. How will Class Counsel be paid?

If Class Counsel obtains money for the Classes, they will ask the Court for an award of attorneys' fees and reimbursement of case-related expenses. You will not have to pay these fees and expenses directly. If the Court grants Class Counsel's request, the fees and expenses would be paid directly by the Defendants or out of a common settlement fund obtained for the Classes.

TRIAL

18. How and when will the Court decide who is right?

If the case is not resolved by a settlement or by the Court, it will proceed to a trial in the District Court of Minnesota. No trial date has been set. The Court anticipates this case will be ready for trial on

August 15, 2017. If the case goes to trial, a jury will hear evidence to determine whether the Plaintiffs or Defendants are right about the claims and defenses in the lawsuit. There is no guarantee of the outcome of the trial or that Plaintiffs will get any money for the Classes.

19. Do I have to come to the trial?

No. Class Counsel will present the case for the Classes, and Supervalu Counsel and C&S Counsel will present the defenses. But you and your own lawyer, if you have one, are welcome to attend the trial at your own expense.

ADDITIONAL INFORMATION

20. Will I receive money in this case? If so, when and how much?

Plaintiffs have not yet recovered money for themselves or the Classes. If Plaintiffs obtain money as a result of the trial or a settlement, you will be notified about how to file a claim. At this time we do not know how long this will take.

21. How do I get more information and stay up to date on developments in the case?

Please visit the website, www.XXXXXXX.com, where you will find several informative documents, including the Court's Memorandum Opinion and Order certifying the class, Plaintiffs' Second Amended Consolidated Class Action Complaint, Defendants' Answers to Plaintiffs' Complaint, and information about how to exclude yourself from the Classes. You should check the website regularly for updates on the case. Also copies of select judicial decisions, scheduling orders, counsel and other certain information about this case is available online at http://www.mnd.uscourts.gov/MDL-Wholesale/.

You may also speak to Class Counsel using the contact information in Question 15, or you may contact the Notice Administrator at 1-844-702-7322, or in writing at: Wholesale Grocery Products Antitrust Litigation, c/o JND Class Action Administration, PO Box 6878, Broomfield, CO 80021.

UNITED STATES DISTRICT COURT FOR THE DISTRICT OF MINNESOTA

TO: Notice Administrator In re Wholesale Grocery Products Antitrust Litigation c/o JND Class Action Administration PO Box 6878 Broomfield, CO 80021

REQUEST FOR EXCLUSION FROM CLASS ACTION FORM

Read the attached legal Notice carefully before filling out this Form.

The undersigned states that:

(1) he/she is authorized to act on behalf of (Purchaser);

(2) the Purchaser is a member of the class described in the foregoing Notice; and

(3) the Purchaser hereby elects to be excluded from the class, in accordance with the provisions of the attached Notice, receipt of which is hereby acknowledged.

EXHIBIT B

Welcome to the Wholesale Grocery Products Notice of Pendency Website

You May Be Affected by a Class Action If You Paid Supervalu ABS Fees in All Four Supervalu ABS Product Categories on Wholesale Grocery Products Purchased from Supervalu's Champaign, Green Bay, Hopkins, or Pleasant Prairie Distribution Centers between December 31, 2004 and September 13, 2008.

Para una notificación en Español, visitar nuestro sitio web, www.XXXXXXX.com.

What's this About?

There is a class action lawsuit in the United States District Court for the District of Minnesota which may affect you. The Plaintiffs allege that the Defendants—two competing grocery wholesalers, Supervalu Inc. and C&S Wholesale Grocers, Inc.— agreed not to compete with each other for wholesale grocery customers in certain states, and that these customers incurred damages as a result. The Defendants deny these allegations and believe their conduct has been lawful at all times, and the Court has not decided whether Supervalu or C&S did anything wrong.

There is no money available now and no guarantee of future benefits. However, your legal rights may be affected, and you have a choice to make now.

Who's Affected?

The lawsuit is proceeding as a class action on behalf of five Classes of customers located in Illinois, Indiana, Iowa, Michigan, Minnesota, Ohio, or Wisconsin that paid fees based on Supervalu's pricing system, called Activity Based Sell ("ABS"), on wholesale grocery products which they purchased:

• in all four Supervalu ABS product categories (grocery, dairy, frozen, and general merchandise/health and beauty care);

• directly from Supervalu's Distribution Centers in Champaign, IL, Hopkins, MN, Green Bay, WI, or Pleasant Prairie, WI;

• from December 31, 2004 through September 13, 2008.

The five Classes are identified and described in full in the Class Notice, which is available for download at www.XXXXXXX.com.

What are your Options?

If you are a Class Member and wish to remain in any of the Classes, you do not need to take any action at this time. If there is a recovery in the case in the future, you will be notified as to how and when to file a claim. If you remain in a Class, you will be bound by the outcome of the lawsuit.

If you wish to exclude yourself from this, you must either:

If you remain in a Class, the Court has appointed lawyers to represent you at no cost to you ("Class Counsel"). They will pursue the lawsuit against the Defendants. You do not have to but you may hire your own lawyer at your own cost. If Class Counsel obtains money for the Classes, they will ask the Court for an award of fees and expenses. You will not have to pay these fees and expenses directly. If the Court grants Class Counsel's request, the fees and expenses would be paid by Defendants or from a common settlement fund.

Complete details are found in the Long Form Notice.

EXHIBIT C

In re Wholesale Grocery Products Antitrust Litigation

IVR Script

Toll Free Number: 1-844-702-7322

Main Menu

You have reached the Wholesale Grocery Products Antitrust Litigation toll-free telephone line. Class certification has been granted in this antitrust lawsuit against Supervalu and C&S Wholesale Grocers which involves Activity Based Sell ("ABS") fees charged for wholesale grocery products between December 31, 2004 and September 13, 2008. Your legal rights may be affected by this class action litigation. The plaintiffs in this lawsuit allege that the defendants agreed not to compete for wholesale grocery customers in certain states and that these customers incurred damages as a result. Supervalu and C&S deny these allegations and believe their conduct has been lawful at all times, and the Court has not decided whether Supervalu or C&S did anything wrong.

To learn more about this lawsuit or to get a copy of the Notice, please visit the case website at www.XXXXXXX.com. You may also select from the following options.

Option 1 — Why did I receive this Notice?

Supervalu's records show that you paid fees under Supervalu's Activity Based Sell ("ABS") pricing structure in all four Supervalu ABS product categories (grocery, dairy, frozen, and general merchandise/health and beauty care) between December 31, 2004 and September 13, 2008 (the "Class Period") from the distribution centers ("DC"s) outlined in this Notice. If you are a Class Member, you may choose to participate in this lawsuit or to opt out of it before the Court holds a trial or the case is otherwise resolved. For more information or a copy of the Notice, please visit the website www.XXXXXXX.com.

EXHIBIT C

Option 2 — Am I a Class Member?

The lawsuit is proceeding as a class action on behalf of five Classes of customers located in Illinois, Indiana, Iowa, Michigan, Minnesota, Ohio, or Wisconsin that paid fees based on Supervalu's Activity Based Sell ("ABS") pricing system on wholesale grocery products which they purchased:

The five Classes are identified and described in full in the Long Form Notice, which is available for download at www.XXXXXXX.com.

Option 3 — What are my options if I am a Class Member?

If you wish to remain in any of the Classes, you do not need to take any action at this time. There has not been a settlement in this case. If there is a recovery in the case in the future, you will be notified as to how and when to file a claim. If you remain in a Class, You will be bound by the outcome of this lawsuit. If you wish to exclude yourself from this lawsuit, you must send a letter by mail to the Notice Administrator that includes the following:

You must mail your exclusion request, postmarked no later than July 1, 2017, to: Wholesale Grocery Products Antitrust Litigation, ATTN: EXCLUSIONS, c/o JND Class Action Administration, PO Box 6878, Broomfield, CO 80021. You may also request to be excluded via the website no later than July 1, 2017. Visit www.XXXXXXX.com.

EXHIBIT C

Option 4 — How do I request a copy of the Notice by Mail?

To request a copy of the Notice by mail, please leave a message with your full name and the address. Please include spelling as needed.

Option 5 — Para escuchar estas opciones en español, oprima el 5

Information to be provided in Spanish.

EXHIBIT D

You recently received a Notice of Pendency of Class Action in the U.S. District Court for the District of Minnesota. The Notice was sent to you by the plaintiffs' lawyers in that case because you may be a member of a certified class of retail grocers that is bringing an antitrust claim for damages against C&S Wholesale Grocers, Inc. and SUPERVALU Inc. related to purchases you made from SUPERVALU between December 31, 2004 and September 13, 2008. We urge you to carefully review the Notice, and to consult with your own legal counsel or the class lawyers if you have questions concerning your participation in the lawsuit as a class member or before signing any agreement with a company offering to assist you in participating in the case, such as Lex Group, LLC.

Although we expect you have questions about the lawsuit, federal court rules limit SUPERVALU's ability to discuss the lawsuit with you now that classes have been certified. And SUPERVALU is not permitted to seek to influence you in regard to your participation in the litigation. You will need to decide whether to participate in the litigation, and if you do participate, whether to be represented by class counsel. Your decision whether or not to participate will not affect SUPERVALU's business relationship with you in any way.

In addition, it is important for you to know that the claims in this lawsuit pertain to the period between September 2003 and September 2008, and none of the allegations in this case implicate SUPERVALU's current prices or customer relationships. We at SUPERVALU value our relationship with you and the confidence you have placed in us as your supplier, and we remain committed to helping you succeed in today's evolving retail business environment.

EXHIBIT E

You recently received a Notice of Pendency of Class Action in the U.S. District Court for the District of Minnesota. The Notice was sent to you by the plaintiffs' lawyers in that case because you may be a member of a certified class of retail grocers that is bringing an antitrust claim for damages against C&S Wholesale Grocers, Inc. related to purchases you made from SUPERVALU between December 31, 2004 and September 13, 2008. We urge you to carefully review the Notice, and to consult with your own legal counsel or the class lawyers if you have questions concerning your participation in the lawsuit as a class member or before signing any agreement with a company offering to assist you in participating in the case, such as Lex Group, LLC.

Although we expect you have questions about the lawsuit, federal court rules limit SUPERVALU's ability to discuss the lawsuit with you now that classes have been certified. And SUPERVALU is not permitted to seek to influence you in regard to your participation in the litigation. You will need to decide whether to participate in the litigation, and if you do participate, whether to be represented by class counsel. Your decision whether or not to participate will not affect SUPERVALU's business relationship with you in any way.

In addition, it is important for you to know that the claims in this lawsuit pertain to the period between September 2003 and September 2008, and none of the allegations in this case implicate SUPERVALU's current prices or customer relationships. We at SUPERVALU value our relationship with you and the confidence you have placed in us as your supplier, and we remain committed to helping you succeed in today's evolving retail business environment.

EXHIBIT F

Draft Responses for Anticipated Questions from SUPERVALU Customers

1) What is this class notice and why is it important?

The United States District Court for the District of Minnesota has certified a class action lawsuit against SUPERVALU INC. and C&S Wholesale Grocers, Inc. A class action is a lawsuit in which one or more individual persons or entities sue defendants on behalf of all other people who are allegedly in a similar position. In a class action, the court resolves certain issues, legal claims or defenses for all class members in one lawsuit, except for those who ask to be excluded from the Class.

If you were a customer of SiperValu's distribution centers in Champaign, Illinois, Pleasant Prairie, Wisconsin, Green Bay, Wisconsin, or Hopkins, Minnesota and paid Activity Based sell or ABS fees on products purchased in each of the grocery, frozen, dairy, and GM/HB es between December 31, 2004 and September 13, 2008, within the States of Illinois, Indiana, Iowa, Michigan, Minnesota, or Wisconsin, you may be a class member. Please consult the Class Notice or speak to the appointed Class Counsel or your own attorney to see how the lawsuit might affect your legal rights.

2) What is this lawsuit about?

Court rules do not permit us to discuss the merits of the lawsuit with you. If you have questions about the claims in the case, please consult your own attorney or the court-appointed counsel for the class. Their contact information is included in the Class Notice.

3) How do I know if my business is included in the Class?

The Class Notice provides a specific definition of the Class. If you have more questions about whether you belong to the Class you should consult Class Counsel or your own attorney.

4) Does this lawsuit involve my current prices or relationship with SUPERVALU?

This lawsuit concerns the period between September 2003 and September 2008. There is no allegation in the case that the conduct at issue in the complaint implicates SUPERVALU's current prices or relationships with its customers.

5) If I am a class member, what are my options?

You can either do nothing in which case you will remain in the case represented by class counsel. Or you can appear in the case through your own counsel. Or you can exclude yourself from the class. These options are explained in the Class Notice. If you have more questions, please consult class counsel or your own attorney. Your decision whether or not to participate will not affect your business relationship with SUPERVALU's in any way.

6) Has SUPERVALU done anything wrong?

While we cannot discuss the allegations of the lawsuit with you, the Class Notice states that since this lawsuit was commenced in 2008, SUPERVALU has consistently denied the allegations.

7) I received a solicitation from a company that is offering to assist me in processing my claims. What should I do?

Class members are not required to sign up for third-party claims processing services in order to participate in the litigation or any potential recovery in the case. SUPERVALU encourages you to review the Class Notice carefully, and to consult your own attorney or the court-appointed class counsel before signing any agreement with a claims-processing company.