Contract analysis

I. Introduction and Purpose of Letter Calderwood & Harkness LLP represents Cascade Retail Holdings Inc. ("Cascade" or "CRH"), a Delaware corporation with principal offices at 4500 Overlake Boulevard, Suite 800, Bellevue, Washington 98004. This letter accompanies Cascade's initial rolling production of documents responsive to the Civil Investigative Demand ("CID") issued by the Consumer Protection Division of the Wash

II. Scope of the CID For the convenience of the Attorney General's office, we briefly recite the scope of the CID at issue. The CID contains twenty-three (23) document requests and fourteen (14) interrogatories directed to Cascade's use of "compare-at," "original price," and "was/now" reference pricing on its ecommerce platform (cascaderetail.com) and in in-store signage across its one hundred eighty-seven (187) reta

III. Description of Initial Rolling Production A. Volume and Format Cascade is today producing approximately twelve thousand four hundred (12,400) documents, Bates-stamped CRH-CID-000001 through CRH-CID-012400. The precise ending Bates number for this production will be confirmed in the accompanying Bates index enclosed herewith, and any minor discrepancy between the estimated count referenced in this letter and the

1. Pricing Policies and Procedures (Responsive to CID Requests Nos. 1, 2, 3, and 7) This production includes internal Cascade policy documents governing reference-price setting, markdown procedures, and promotional pricing guidelines in effect from January 1, 2023 through March 26, 2024 (the date of the CID). These documents include Cascade's corporate pricing policy manual (revised editions dated February 2023 and S

2. Smart Price Program Documentation (Responsive to CID Requests Nos. 4, 5, 6, and 8) This production includes records relating to the design, development, implementation, and ongoing operation of the "Smart Price" promotional program launched on October 15, 2023. These documents include the initial business case and proposal prepared by Cascade's Marketing & Pricing Strategy division; the executed Master Services Ag

3. Marketing and Advertising Materials (Responsive to CID Requests Nos. 9, 10, and 11) This production includes representative samples of in-store signage, ecommerce product listing pages (captured as screenshots and as native HTML files where available), promotional email campaigns, weekly advertising circulars, and digital display advertisements that include "compare-at," "original price," or "was/now" pricing for

4. Consumer Complaint Files (Responsive to CID Requests Nos. 12, 13, and 14) This production includes Cascade's internal records of consumer complaints and customer-service interactions relating to pricing discrepancies, reference-price accuracy, or alleged misleading price representations. These records include entries from Cascade's customer relationship management ("CRM") system, correspondence between Cascade's C

5. Compliance-Related Communications (Responsive to CID Requests Nos. 15, 16, and 17) This production includes non-privileged internal memoranda and email correspondence among Cascade personnel discussing pricing-disclosure practices and regulatory compliance. Key custodians whose files have been reviewed and produced in this category include Raymond Soo, Vice President of Marketing & Pricing Strategy, and Terence As

6. Training Materials (Responsive to CID Requests Nos. 18 and 19) This production includes employee training materials and merchandising guidelines addressing reference-price displays for both brick-and-mortar and ecommerce channels. These materials include onboarding training decks for new merchandising and pricing associates, annual compliance training presentations (for fiscal years 2023 and 2024), procedural job

7. Prior Regulatory Correspondence (Responsive to CID Request No. 20) To the extent non-privileged, this production includes records of Cascade's prior engagement with Dunlap, Mercer & Fosse LLP regarding FTC pricing-guidance compliance in 2022. The documents produced in this category are limited to non-privileged factual materials, including certain publicly available regulatory guidance materials compiled by Dunlap

IV. Privilege Log and Privilege Withholdings Cascade has withheld from this production certain documents and communications on the basis of the attorney-client privilege, the work-product doctrine, and/or the joint-defense privilege. The decision to withhold each such document was made following a document-by-document review conducted by attorneys at Calderwood & Harkness in accordance with applicable legal standards

V. General Objections and Reservations of Rights Cascade preserves and does not waive any general or specific objections to the CID, including but not limited to objections based on the following grounds:

1. Overbreadth. To the extent that certain CID requests seek documents or information that are not reasonably related to the subject matter of the investigation, or that extend to time periods, geographic regions, product categories, or business units that are not reasonably implicated by the consumer complaints at issue, Cascade objects on the basis of overbreadth.

2. Undue Burden. To the extent that certain CID requests impose a burden on Cascade that is disproportionate to the likely benefit of the information sought, taking into account the needs of the investigation, the amount of information already produced, and the cost and effort required to locate, collect, review, and produce the requested materials, Cascade objects on the basis of undue burden.

3. Relevance. To the extent that certain CID requests seek documents or information that are not relevant to the Attorney General's investigation of Cascade's pricing practices, Cascade objects on the basis of relevance.

4. Proportionality. To the extent that certain CID requests are not proportional to the needs of the investigation, considering the importance of the issues at stake, the parties' relative access to relevant information, and the importance of the discovery in resolving the issues, Cascade objects on the basis of proportionality.

5. Privilege. Cascade objects to producing any documents or information protected by the attorney-client privilege, the work-product doctrine, the joint-defense privilege, or any other applicable privilege or protection, as more fully described in Section IV above.

6. Trade Secrets and Confidential Business Information. Cascade objects to producing documents or information that constitute or contain trade secrets, proprietary business information, or competitively sensitive data without adequate protections against disclosure. Cascade respectfully requests that the Attorney General's office enter into a stipulated protective order or confidentiality agreement to govern the trea

VI. Continuing Obligation and Supplemental Production Cascade acknowledges its continuing obligation to supplement this production as additional responsive documents are identified and reviewed. Document review and collection efforts are ongoing and are being conducted on a diligent and expeditious basis. At this time, Cascade anticipates producing additional responsive documents in a supplemental rolling production,

VII. Proposal for Meet-and-Confer In the interest of efficiency and cooperation, Cascade respectfully proposes a meet-and-confer between counsel for the parties to discuss the following topics:

1. The scope and prioritization of remaining CID requests, including identification of any requests that the Attorney General's office considers to be of highest priority, so that Cascade may allocate its review and collection resources accordingly;

2. Any clarifications that the Attorney General's office may wish to provide regarding the categories of documents or information sought by particular CID requests, including any requests that may benefit from narrowing or refinement in order to focus the production on the most relevant and probative materials;

3. The parameters of any protective order or confidentiality agreement to govern the treatment of trade secrets, proprietary business information, and other confidential materials produced in connection with the CID;

4. The format and organization of Cascade's production, including any preferences or requirements of the Attorney General's office regarding production specifications, load file formats, or metadata fields; and

5. Potential resolution pathways, including the possibility of addressing the Attorney General's concerns through cooperative engagement, voluntary compliance measures, or other alternative approaches rather than formal enforcement proceedings. Cascade suggests scheduling the meet-and-confer during the week of May 13, 2024, at a mutually convenient time. We are available to meet in person at the Attorney General's of

VIII. Contact Information All communications regarding this matter should be directed to the undersigned or to Alan Ngo, the responsible partner for this engagement, at the following address: Calderwood & Harkness LLP 1201 Third Avenue, Suite 4400 Seattle, WA 98101 Patrick Gallagher, Associate Telephone: (206) 555-8247 Email: pgallagher@calderwoodharkness.com Alan Ngo, Partner Telephone: (206) 555-8212 Email: ango@ca

1. Document production (via secure file transfer) — approximately 12,400 documents (Bates range CRH-CID-000001 through CRH-CID-012400)

2. Bates index (PDF and Microsoft Excel formats)