Commitments, Contingencies, and Uncertainties

Financial Matters

We incur rental expenses under noncancelable lease agreements for certain buildings and operating equipment. Rental expense is charged to “Operating expense and supplies” or “Purchased transportation” on the accompanying statements of operations. Rental expense was $98.7 million, $76.0 million and $78.0 million for the years ended December 31, 2014, 2013 and 2012, respectively.

At December 31, 2014, we were committed under noncancelable lease agreements requiring minimum annual rentals payable as follows:



(in millions)	2015		2016		2017		2018		2019		Thereafter
Minimum annual rentals	$	63.6	$	43.6	$	35.3	$	23.0	$	11.3	$	17.7

We expect in the ordinary course of business that leases will be renewed or replaced as they expire. The leases provide for fixed and escalating rentals and contingent escalating rentals based on the Consumer Price Index not to exceed certain specified amounts. We record rent expense for our operating leases on a straight-line basis over the base term of the lease agreements.

As of December 31, 2014, we have $8.3 million committed for capital expenditures to be completed during 2015.

Bryant Holdings Securities Litigation

On February 7, 2011, a putative class action was filed by Bryant Holdings LLC in the U.S. District Court for the District of Kansas on behalf of purchasers of our common stock between April 24, 2008 and November 2, 2009, inclusive (the “Class Period”), seeking damages under the federal securities laws for statements and/or omissions allegedly made by us and the individual defendants during the Class Period which plaintiffs claimed to be false and misleading.

The individual defendants are former officers of our Company. No current officers or directors were named in the lawsuit. The parties participated in voluntary mediation between March 11, 2013 and April 15, 2013. The mediation resulted in the execution of a mutually acceptable settlement agreement by the parties, which agreement remains subject to approval by the court. Court approval cannot be assured. Substantially all of the payments contemplated by the settlement will be covered by our liability insurance. The self-insured retention on this matter has been accrued.

On August 19, 2013, the Court entered an Order denying plaintiffs’ Motion for Preliminary Approval of the Settlement. Plaintiffs filed an Amended Motion for Preliminary Approval and, on November 18, 2013, the Court denied that Motion. Each denial was based primarily on deficiencies that the Court perceived in the plan that plaintiffs proposed for allocation of the settlement proceeds among class members. On February 18, 2014, plaintiffs filed a Second Amended Motion for Preliminary Approval. On February 11, 2015, the Court denied Plaintiffs’ Second Amended Motion for Preliminary Approval, based primarily on deficiencies that the Court perceived in the evidence plaintiffs submitted to show compliance with the procedural requirements for certifying a settlement class, including appropriate procedures regarding notice to the settlement class. The Court ordered Plaintiffs to show cause, by February 20, 2015, why Plaintiffs’ individual claims should not be set for trial beginning July 13, 2015.

Other Legal Matters

We are involved in other litigation or proceedings that arise in ordinary business activities. When possible, we insure against these risks to the extent we deem prudent, but no assurance can be given that the nature or amount of such insurance will be sufficient to fully indemnify us against liabilities arising out of pending and future legal proceedings. Many of these insurance policies contain self-insured retentions in amounts we deem prudent. Based on our current assessment of information available as of the date of these financial statements, we believe that our financial statements include adequate provisions for estimated costs and losses that may be incurred within the litigation and proceedings to which we are a party.