Larson v. FedEx Ground Package Sys., Inc. (In re FedEx Ground Package Sys., Inc.)

Robert L. Miller, Jr. Judge United States District Court

OPINION AND ORDER

Twenty proposed class actions in this multi-district litigation docket came before me on March 13-14 for fairness hearings. The cases are on limited remand from the court of appeals, where nineteen of them awaited resolution. The Judicial Panel on Multi-District Litigation centralized the cases under 28 U.S.C. § 1407, but the cases haven't been consolidated, so each proposed settlement must be examined separately.

I. HISTORY OF THE MDL DOCKET

In July 2005, the JPMDL granted (over the plaintiffs' objections) FedEx Ground's second request to centralize a series of cases in which FedEx Ground drivers claimed to be employees, rather than the independent contractors their employment contracts announced. The Panel reasoned that economies were to be gained because all drivers were governed by the same contract. The MDL process proved cumbersome. Even if the wording of each contract was the same, each state's agency law varied, and differences in operation from one terminal to the next had the potential of affecting the decision.

The number of cases in the MDL docket eventually grew to 40. I appointed attorneys from three law firms to serve as co-lead counsel: Lockridge Grindal Nauen P.L.L.P. of Minneapolis, Harwood Feffer LLP of New York City, and Leonard Carder LLP of Oakland. I also appointed attorneys from three other firms - Cureton Caplan, P.C. of Delran, NJ; Siegel, Brill, Greupner, Duffy & Foster, P.A. of Minneapolis; and Zimmerman Reed P.L.L.P. of Minneapolis - to complete the plaintiffs' steering committee.

The stakes were enormous. Not only did the plaintiffs' co-lead counsel seek to represent upwards of 10,000 arguably under-compensated drivers, but the attack on drivers' independent contractor status threatened FedEx Ground's entire business model.

Consistent with those stakes, discovery was more than extensive. Although damages discovery was deferred, merits discovery and class discovery were conducted simultaneously. Some 3.2 million documents were produced and analyzed; seventeen sets of interrogatories were answered; 215 named plaintiffs answered fifteen requests for admission and sat for depositions; 105 FedEx Ground personnel sat for daylong depositions; 20 expert witnesses produced reports and sat for daylong depositions; Daubert motions were filed and defended. The class representatives were heavily involved in tracking down records and documents, as well as in preparing for, and giving, their own depositions.

The plaintiffs filed class certification motions in each of the cases; FedEx Ground opposed each motion. The plaintiffs filed an omnibus fact memorandum supported by 65 bankers' boxes of documents. In 2007 and 2008, I certified classes in 26 of the then-40 cases, and in all of the 20 on limited remand from the court of appeals. FedEx Ground sought interlocutory appellate review of the certification grants, and the plaintiffs successfully opposed that effort. Class notifications were hampered by spotty databases.

Sixty summary judgment motions and briefing followed. The drivers filed a 75-page statement of undisputed material facts with citations to 12 volumes. In 2010 and 2011, I denied a few of FedEx Ground's summary judgment motions but granted most, and granted all in the 20 cases now on limited remand. With respect to some of the cases, I suggested remand and the Panel sent the cases back to the transferor courts. Co-lead counsel appealed the summary judgment grants in these 20 cases to the United States Court of Appeals for the Seventh Circuit; in most of those cases, FedEx Ground cross-appealed the class certifications.

In both this court and the court of appeals, the parties recommended that the Kansas Craig case be addressed first, as something of a quasi-bellwether case. After briefing and argument, the court of appeals certified the employee/independent contractor case to the Kansas Supreme Court, which devised a new 18-part test and answered the certified question in the drivers' favor. Craig v. FedEx Ground Package Sys., Inc., 335 P.3d 66 (Kan. 2014). The court of appeals ultimately reversed my grant of summary judgment to FedEx Ground in Craig, and remanded the case. In re FedEx Ground Package Sys., Inc. Emp't Practices Litig., 792 F.3d 818 (7th Cir. 2015). In addition to the reversal in the Kansas case, rulings in other courts were trending toward findings of employee status, see Alexander v. FedEx Ground Package Sys., Inc., 765 F.3d 981 (9th Cir. 2014) (California law); Slayman v. FedEx Ground Package Sys., Inc., 765 F.3d 1033 (9th Cir. 2015) (Oregon law), or at least toward fact issues for trial. See Gray v. FedEx Ground Package Sys., Inc., 799 F.3d 995 (8th Cir. 2015) (Missouri law); Carlson v. FedEx Ground Package Sys., Inc., 787 F.3d 1313 (11th Cir. 2015) (Florida law).

The parties didn't immediately ask me to find for the Kansas drivers on liability and suggest remand to the United States District Court for the District of Kansas. Instead, the parties had chosen a mediator in an effort to resolve all of the cases remaining in the Seventh Circuit.

Each case was mediated separately, with some cases requiring several sessions. Each case was mediated with an eye on the governing law, which varied from case to case. The mediation spanned four weeks. The drivers and FedEx Ground exchanged experts' views as to the maximum recovery for each case if the drivers prevailed across the board. Settlements were reached in each case, and the court granted preliminary approval of each of the settlements. The plaintiffs then retained Rust Consulting to administer the settlements.

I conducted fairness hearings on March 13 and 14, 2017, and on March 15 and 16, I notified the court of appeals of my inclination to enter final approval of the class settlements. The court of appeals entered a second limited remand order on March 22 to allow me to do so.

II. FAIRNESS OF THE SETTLEMENT

Parties can't settle class actions without the court finding that the proposed settlement is "fair, reasonable, and adequate." Fed. R. Civ. P. 23(e); Synfuel Technologies, Inc. v. DHL Express (USA), Inc., 463 F.3d 646, 652 (7th Cir. 2006); see also EEOC v. Hiram Walker & Sons, Inc., 768 F.2d 884, 889 (7th Cir. 1985) ("The district court may not deny approval of a consent decree unless it is unfair, unreasonable, or inadequate."). In that effort, we in this circuit consider several circumstantial factors:

(1) the strength of the case for plaintiffs on the merits, balanced against the extent of settlement offer; (2) the complexity, length, and expense of further litigation; (3) the amount of opposition to the settlement; (4) the reaction of members of the class to the settlement; (5) the opinion of competent counsel; and (6) stage of the proceedings and the amount of discovery completed.

Wong v. Accretive Health, Inc.
, 773 F.3d 859, 863 (7th Cir. 2014) (quoting Gautreaux v. Pierce, 690 F.2d 616, 631 (7th Cir. 1982)). Of those, the first is the most important. Martin v. Reid, 818 F.3d 302, 306 (7th Cir. 2016).

The Larson case was filed in July 2005 in the Eastern District of Wisconsin, and was centralized in this court under 28 U.S.C. § 1407 in September 2005. I granted the plaintiffs' motion for certification of a 682-member class in March 2008, and granted summary judgment to FedEx Ground in December 2010, finding that the plaintiffs were independent contractors under Wisconsin law. The class appealed.

In June 2016, the parties reached a proposed settlement. FedEx Ground would pay $5.5 million to the plaintiffs. For each workweek of 35 or more hours during the class period, each class member would receive $18.22; for each workweek of 16-35 hours, each class member would receive $6.38. No class member would receive less than a $250 lump sum. The average recovery per class member would be $6,126, with the highest share being $21,842. No plaintiff would be required to fill out, or collect the information needed for, a claim form. No part of the settlement fund would revert to FedEx Ground if anything were left over.

The proposed settlement resulted from arms-length negotiations with a private mediator. Each side took stock of potential liability and damages under Wisconsin law. The class consulted an expert in accounting and damages, who concluded that the maximum recovery the plaintiffs could achieve would be $12,320,000 with interest. FedEx Ground assessed the claims' value at less than 10 percent of that. The proposed settlement amounts to more than 100 percent of the maximum recovery on the statutory cargo claims and nearly 45 percent of a perfect outcome under their unjust enrichment theory.

A perfect outcome would be a long way off. At this point, my ruling that these drivers are independent contractors under Wisconsin law is the only judicial determination. The class would need for the court of appeals to find my ruling to have been in error; such an appellate ruling might consist only of a determination that Wisconsin drivers might be employees, but a trial is needed. Such a ruling would be followed by a likely FedEx Ground motion to decertify the class, a remand to the district court in Wisconsin, and a need to overcome defenses FedEx Ground didn't need to raise at the summary judgment stage. They faced some potentially unfavorable law concerning business entities as employees, delay in seeking rescission and potential set-offs. If the plaintiffs prevailed at trial, FedEx Ground would likely appeal. Before the settlement, then, the class needed to string together victories in many skirmishes, beginning with a reversal in the court of appeals. The position of an appellant is not one of strength. And receipt of any money by any plaintiffs would be a long time off, well beyond the eleven years already invested in this litigation.

The plan for giving notice of the proposed settlement, and the third party administrator's execution of the plan, are detailed thoroughly in the papers supporting the plaintiffs' motions, and comply with the preliminary approval order, Federal Rule of Civil Procedure 23(e), and 28 U.S.C. § 1715.

No class member has objected to the proposed settlement.

Every settlement is a compromise, but this settlement achieves a remarkably good percentage of what the plaintiffs might have won had the case ever reached trial. In the absence of settlement, the best case scenario for the class is probably complex, would very likely take many more years, and is certain to be expensive - perhaps more than what has been incurred to get to this point. There is no opposition or objection. There is no indication or suggestion of collusion. Based on all of this, I find that the proposed settlement is fair, reasonable and adequate.

III. ATTORNEY FEES

Plaintiffs' co-lead counsel seek an award of attorney fees of $1,650,000 from the settlement amount. Our court of appeals favors the percentage-of-the-fund fee in common fund cases because it provides the best hope of estimating what a willing seller and a willing buyer seeking the largest recovery in the shortest time would have agreed to ex ante. See In re Synthroid Marketing Litig., 325 F.3d 974, 979-980 (7th Cir. 2003). As co-lead counsel calculate, that would be 30 percent of the $5.5 million settlement fund. As I understand the law of this circuit, I must take another step or two before I can determine attorney fees.

In Redman v. RadioShack Corp., 768 F.3d 622, 630 (7th Cir. 2014), the court of appeals explained that if we simply divide the gross settlement figure by the attorney fee request, we saddle the class members with the costs of administration, which benefit the attorneys as well as the class members. Accordingly, the court explained, "[t]he ratio that is relevant to assessing the reasonableness of the attorneys' fee that the parties agreed to is the ratio of (1) the fee to (2) the fee plus what the class members received." Id.

In their memorandum in support of the motion for final approval, co-lead counsel indicate that they expect the $5,500,000 class settlement fund to be allocated and distributed this way: about $3,700,000 to the class; $1,650,000 (if I award what counsel seek) for attorney's fees and costs; $50,000 to the third-party administrator for settlement administration; $15,000 (if I award what counsel seek) in service fees for each of the 3 named class representatives who sat for depositions in this action; and about $55,000 (1 percent of the settlement) for a reserve fund for later payments to any self-identified class members.

The affidavit of the third-party administrator's representative in support of the plaintiffs' motion for final approval estimates that about $58,950 is needed for settlement administration [Doc. No. 2932]. The exhibit attached to the settlement agreement itself estimates about $50,265 for settlement administration [Doc. No. 2686-8]. I will base the amount withheld for administrative costs on the third-party administrator's estimates, and will authorize payment up to $75,000 for the cost of settlement administration, to provide an adequate buffer for any additional costs that may be incurred.

The service fees and the reserve fund would go to class members, so the total going to class members plus the requested attorney fees (and costs) would be $5,425,000. A 30 percent fee, as calculated in accordance with Redman v. RadioShack, would be $1,627,500.

The objectors in the New Jersey case filed a motion to treat all of the settlements as an aggregate "megafund," and award much lower percentages for attorney fees across the board. At the fairness hearing, counsel for the New Jersey objectors didn't persuade me that the New Jersey objectors have standing to object to proposed settlements in cases to which they aren't parties. I am denying their requests to treat these cases as a single "megafund," but the ruling and its reasoning are to be found only in the opinion and order in the New Jersey case - the case in which the objectors have standing.

The Manual for Complex Litigation reports that in deciding an award of attorney fees, courts should consider the size of the fund to be shared by the attorneys and class members; the number of class members who will share; any understandings on attorney compensation methods actually reached at the outset of the attorney-client relationship; any side agreements class counsel might have made; any objections by class members; the attorneys' skill and efficiency; the litigation's complexity and duration; the risks of nonrecovery and nonpayment; the amount of time reasonably devoted to the case by counsel (a factor not favored in our circuit); and awards in similar cases. Manual for Complex Litigation (Fourth) § 14.121 (2004). Guides to determining a prevailing market rate include comparable contracts, data from large common-pool cases where fees were privately negotiated, and information on class-counsel auctions. In re Synthroid Marketing Litig., 264 F.3d 712, 719-722 (7th Cir. 2001). I must bear in mind that the greater the fee award, the lower the recovery by each class member. Redman v. RadioShack, 768 F.3d at 629. In evaluating these factors, I have relied on the convincing affidavit of Professor Brian T. Fitzpatrick, as well as the rest of the record in this case.

There have been no objections to the fee request, I have no information that any side agreements are involved, and the attorneys involved as co-lead counsel are very capable and experienced in wage and hour litigation (and they faced very capable and experienced attorneys that FedEx Ground hired). The size of the common fund is $5,425,000 after the third party administrator is paid, and up to 604 class members will share in the recovery.

The duration of the litigation has been far greater than usual - this case is almost 12 years old. In part, that duration reflects this case's having been co-mingled with the other cases in the MDL docket - it would have taken a judge in the Eastern District of Wisconsin far less time to resolve class certification issues and summary judgment motions under Wisconsin law than it took me to decide such things under the laws of 40 or so states - but it also reflects the complexity and risk involved. This class attacked FedEx Ground's business model, which was firmly grounded on the principle of using independent contractors rather than employees. The class members had a lot at stake, as shown by the damages expert's opinion that the class might recover over $12 million, if everything broke for the plaintiffs. This was no nuisance suit or likely coupon settlement. A hard battle was predictable from day one.

The attorneys handled this case on a pure contingent fee basis. Whatever investment they made in discovery and briefing of class certification and summary judgment motion was made largely between 2006 and 2008 - ten years ago, give or take a year. That's much longer than average for contingent fee attorneys in class actions, according to Professor Fitzpatrick.

The plaintiffs wielded novel statutory and common law theories to establish their employee status. They faced (and overcame) a challenge in obtaining certification of a statewide class that included drivers with single routes, drivers with multiple routes, drivers who hired others to handle a route, drivers who signed employment contracts and those who signed as corporate entities. So while the plaintiffs' bar generally views wage and hour cases as undesirable, Mr. Larson and his fellow drivers presented challenges that went well beyond the normal wage and hour case. The risk of non-liability and no compensation was great; these plaintiffs were in the court of appeals trying to reverse a finding of no-liability.

With all of that in their way, class counsel - armed primarily by a new direction in Kansas law and a few federal court of appeals decisions in cases the Panel remanded to transferor courts - achieved an astonishing result. FedEx Ground agreed to pay $5.5 million, reflecting more than 100 percent on the statutory claim and nearly 50 percent of what the plaintiffs thought they could recover if they ran the table.

Professor Fitzpatrick's analysis of recent cases from our circuit - which seems to have a greater preference than other circuits for the percentage-of-the-fund method of valuation - supports a fee award of 30 percent of the fund to be shared by counsel and class members. He reports that the average and median findings of market rate in contingent fee awards in labor and employment cases were 34.3 percent and 33.3 percent. He also noted that the awards he studied addressed only attorney fees and not expenses; co-lead counsel have included expenses within their requests. Plaintiffs' counsel report that expenses incurred in the MDL docket (not just in the Wisconsin case) exceeded $7,713,000.

In some settings, the prevailing market rate for class counsel depends in part on the expected size of the payout at the end of the litigation. Professor Fitzpatrick concedes that his sample of awards in labor and employment class actions didn't include recoveries in large amounts. In the setting of a securities class action, the court of appeals said "[d]ata show that 27.5% is well above the norm for cases in which $100 million or more changes hands. Eisenberg and Miller find that the mean award from settlements in the $100 to $250 million range is 12% and the median 10.2%." Silverman v. Motorola Solutions, Inc., 739 F.3d 956, 958 (7th Cir. 2013).

The size of this class action settlement is much smaller than the $200 million involved in Silverman v. Motorola Solutions. But it blinks reality to ignore that while this case was settled individually, it's one of 20 that remain on the MDL docket, and the aggregate proposed settlements total more than $200 million, and far more when counting cases that have already been remanded. The remanded California case settled for $226.5 million on its own. See Alexander v. FedEx Ground Package Sys., Inc., No. 05-cv-38, 2016 WL 3351017 (N.D. Cal. June 15, 2016). There's no doubt that much of the discovery behind these cases overlapped, and that co-lead counsel applied a concerted strategy in moving them to settlement. On the other hand, class counsel applied laws specific to Wisconsin and conducted case-specific discovery. The settlement I am considering at this point only involves the Wisconsin plaintiffs and fees.

Silverman v. Motorola Solutions doesn't present an apples-to-apples analysis. First, Professor Fitzpatrick points out that securities cases like Silverman v. Motorola Solutions differ from wage and hour litigation in many ways, not least of which that class certification in securities cases is nearly automatic under today's laws. In Larson v. FedEx Ground, as with all the other cases in this MDL docket, class counsel fought hard to get large classes certified, and (at the time of the settlements) would have seen those certifications revisited in every case in which they prevailed at the court of appeals.

Second, it's not clear that the Silverman v. Motorola Solutions analysis applies, or applies fully, to our case. As already noted, the settlement amount in this case - the Larson v. FedEx Ground case - isn't even in the ballpark of what was involved in Silverman v. Motorola Solutions; I have to look at many other cases even to reach the $50 million amount the Silverman court also mentioned.

It's also not clear whether I am expected, or even allowed, to consider the nature of the plaintiffs involved in a case. The plaintiffs in Silverman v. Motorola Solutions were investors in Motorola; the class representatives were institutional investors. Silverman v. Motorola, Inc., No. 07-C-4507, 2012 WL 1597388 at *4 (N.D. Ill. May 7, 2012). Institutional investors are likely to be more sophisticated in the market for legal services than the individual drivers in this case, and so likelier to agree at the outset to a tapered fee arrangement rather than a simple percentage-of-the-recovery arrangement.

Third, if I am to consider the other settlements in this MDL docket, it seems appropriate to consider as well that many of the named plaintiffs in the MDL-1700 cases agreed at the outset to pay the attorney 33 percent of any recovery, without limitation as to how much the recovery might be. None of the class representatives in the 20 cases remanded to me have fee agreements for any percentage less than 30 percent.

A lodestar cross-check - inquiring into billable hours and billing rates - isn't encouraged in this circuit, see Williams v. Rohm and Haas Pension Plan, 658 F.3d 629, 638 (7th Cir. 2011); Cook v. Niedert, 142 F.3d 1004, 1013 (7th Cir. 1998), and I'm not undertaking such a cross-check. A very complex examination of time sheets, hourly rates in various markets, and records would be needed to arrive at a true lodestar figure for this case alone. Co-lead counsel report, just in case, that across this litigation (not just this case), co-lead counsel and their firms have devoted more than 149,393 hours, producing an unadjusted collective lodestar fee of $74,540,341 had they billed by the hour. It would take only a modest 1.3 multiplier, co-lead counsel tell me, for the lodestar calculation to match the percentage-of-the-fund calculation across the litigation.

Even identifying the precise amount attributable to work on the cases remaining in the MDL would be difficult. In Alexander v. FedEx Ground, for example, Judge Chen attributed about $12.4 million in lodestar work on the MDL to Alexander. See Alexander v. FedEx Ground, No. 05-cv-38, 2016 WL 3351017, at *3 (N.D. Cal. June 15, 2016). This would need to be subtracted out of co-lead counsel's estimated lodestar figure for the MDL, but the fee award in that case is on appeal and might be adjusted. The fee award is unpaid. Fee awards in other remanded cases total $6,304,893, and I would need to deduct the amount of fees expected to be paid in those that can be attributed to work on cases still in the MDL. I don't have an accurate way to calculate the denominator from which I can then derive a multiplier.

It seems inescapable that there is a significant spillover between the 20 cases remaining in MDL-1700. For example, the appeal/certification/re-argument in the Craig v. FedEx Ground case from Kansas clearly benefitted all of the classes; it was part of the trend in the law that seemed to be shifting away from FedEx Ground's legal position. The depositions co-lead counsel took of FedEx Ground's national officers produced information that applied to all of the cases. But the spillover might be less than it appears at first blush. Substantial discovery surrounded local dispatch terminals, and the lion's share of the briefs on class certification and summary judgment were devoted to the specific laws of the various states.

For me to count up, or assign weight to, the various points I have discussed (effectively transforming them into "factors") would be inconsistent with the law of our circuit. It would be what our court of appeals has called "chopped salad". In Re Synthroid Marketing Litig., 264 F.3d 712, 719 (7th Cir. 2001). But these are the reasons I conclude that the requested 30 percent (after accounting for the costs of administration) produces a reasonable attorney fee:

1. At the outset of the attorney-client relationship, it would have been plain to the clients and attorneys that this litigation would be hard fought and would take years. FedEx Ground's very business model was at stake, and, if the class was defined broadly, the drivers would have hundreds of thousands - maybe millions - at stake. The history of this case - what would have been the future at the outset of the relationship - was even worse, with the case being centralized in a multidistrict

litigation docket, the extensive discovery already discussed, and a decade of litigation, and no end in sight that would benefit the plaintiffs.
2. Because of the anticipated duration of the case, it also would have been plain to all that the attorneys would have to turn away prospective clients and tie up their own funds for the life of the case.
3. Counsel produced exceptional results in the face of long odds. Wisconsin law provided no assurance of success, and these plaintiffs were appellants at the time of the settlement. See Redman v. RadioShack, 768 F.3d at 633 ("the central consideration is what class counsel achieved for the members of the class rather than how much effort class counsel invested in the litigation.").
4. The amount of recovery would have been a fraction of what this settlement proposal contains had counsel not persuaded me to certify a class that included drivers with a single work area, drivers with multiple work areas, drivers who contracted with FedEx Ground under a corporate identity, and drivers who simply hired others to cover some of their assigned routes.
5. Of the 20 fee contracts in the cases that remain in MDL-1700, none set a percentage of the recovery less than 30 percent, and some set the percentage at one-third or even 40 percent of any recovery.
6. There is nothing from which I can infer that unsophisticated (in the market for legal services) clients - when compared with institutional plaintiffs - would request a tapered-fee arrangement.

7. The fee request, unlike those to which it might be compared, includes expenses rather than seeking them separately. While I can't say how much is attributable to the Wisconsin case as opposed to the others co-lead counsel was handling, the overall total of expenses was $7.7 million.
8. Nobody has objected to co-lead counsel's fee request.

For all of these reasons, I approve, in large part, the proposed settlement agreement's proposed award of attorneys' fees and expenses in the total amount of $1,627,500 (30 percent of the gross settlement amount, less the cost of administration).

IV. SERVICE AWARDS TO CLASS REPRESENTATIVE

Class counsel request service awards of $15,000 to each of the 3 class representatives. They explain that (in addition to the extraordinary duration of their service) each class representative did far more than the average class representative. Reams of records had to be collected, the class representatives (like each class representative in the companion cases) sat for grueling day-long depositions. Class counsel notes that the requested awards are in line with several that have been approved in cases from within this circuit, citing Cook v. Niedert, 142 F.3d at 1016 ($25,000); In re Southwest Airlines Voucher Litig., No. 11 C 8176, 2013 WL 4510197, at *11 (N.D. Ill., Aug. 26, 2013) ($15,000 to 2 plaintiffs); Heekin v. Anthem, Inc., No. 05-cv-1908, 2012 WL 5878032 at *1 (S.D. Ind. Nov. 20, 2012) ($25,000); Am. Int'l Grp., Inc. v. ACE INA Holdings, Inc., No. 07 C 2898, 2012 WL 651727, at *17 (N.D. Ill. Feb. 28, 2012); ($25,000 to each of 7 plaintiffs); Will v. Gen. Dynamics Corp., Civ. No. 06-698, 2010 WL 4818174, at *4 (S.D. Ill. Nov. 22, 2010) ($25,000 to 3 plaintiffs). No objections were directed to this request.

The request for $15,000 service awards for each of the 3 class representatives is just, fair and reasonable.

V. CONCLUSION

Based on the foregoing, the court:

(1) GRANTS the plaintiffs' unopposed motion for final approval of the Wisconsin class action settlement calling for payment of $5,500,000 to the plaintiffs [Doc. No.2891].

(2) GRANTS IN PART the plaintiffs' motion for attorney's fees and costs [Doc. No. 2839]; AWARDS class representatives Gary Lee Larson, Dominic R. Lupo, and Darren Zabrocki $15,000 each for their services in this case; DIRECTS payment of that amount from the class settlement fund to them, in accordance with the terms of the settlement agreement; AWARDS plaintiffs' counsel $1,627,500, for their services and expenses on this case; and DIRECTS payment of that amount from the class settlement fund to them.

(3) ORDERS that:

A. The parties shall perform, or cause to be performed, the remaining terms of the settlement as set forth in the settlement agreement. The court authorizes the payment by the settlement administrator of the settlement funds in accordance with the terms of the settlement agreement.

B. Prior timely opt-outs on the list maintained by the claims administrator are not included in, or bound by, this order and final judgment. Those timely opt-outs are not entitled to any recovery from the settlement proceeds obtained through this settlement.

C. The court hereby DISMISSES with prejudice this action, specifically including the Released Claims, with each party to bear its own costs and attorney's fees, except as provided below. The court incorporates the Class Action Settlement Agreement [Doc. No.2686-1] into this order.

As set forth in the Settlement Agreement, "Released Claims" means all claims, actions, causes of action, administrative claims, demands, debts, damages, penalties, costs, interest, attorneys' fees, obligations, judgments, expenses, or liabilities, in law or in equity, whether now known or unknown, contingent or absolute, which: (i) are owned or held by the plaintiffs and class members and/or by their affiliated business entities (if any), or any of them, as against Releasees, or any of them; (ii) arise under any statutory or common law claim which was asserted in this lawsuit or, whether or not asserted, could have been brought arising out of or related to the allegations of misclassification of plaintiffs and class members as independent contractors set forth in the operative complaint; and (iii) pertain to any time in the Release Period. The Released Claims include any known or unknown claims for damages and injunctive relief. The Released Claims include but are not limited to claims under Wis. Stat. §§ 103.13, 103.14, 103.455, 104.02 and 111.31-11.395; the Declaratory Judgment Act, 28 U.S.C. § 2201; and common law claims for fraud, breach of contract, rescission, or declaratory judgment. The release excludes claims arising under the Employee Retirement Income Security Act of 1974, 29 U.S.C. §§ 1001 et seq. Further definitions of "Released Claims" can be found in Sec. I, para. S of the Settlement Agreement [Doc. No. 2686-1].

"Releasees" means: "(a) [FedEx Ground], and its consolidated subsidiaries, successors, predecessors, assigns, affiliates, parent companies, shareholders, officers, directors, agents, insurers, attorneys, and employees; and (b) [FedEx Ground's] past, present, and future shareholders, officers, directors, agents, employees, attorneys, and insurers." (Settlement Agreement, Sec I, para. T). "Release Period" refers to the time period from August 18, 1999 through April 30, 2016. (Settlement Agreement, Sec. I, para. U). [Doc. No. 2686-1].

D. Upon the entry of this order, the plaintiffs and all class members shall be deemed to have fully, finally, and forever released, relinquished, and discharged all Released Claims against all Releasees. "Class members" include "All persons who: 1) entered into an FedEx Ground or FedEx Home Delivery Form Operating Agreement (now known as OP-149 and Form OP-149-RES); 2) drove a vehicle on a full-time basis (meaning exclusive of time off for commonly excused employment absences) from August 18, 1999 through October 15, 2007 to provide package pick-up and delivery services pursuant to the Operating Agreement; and 3) were dispatched out of a terminal in the state of Wisconsin." [Doc. No. 2686-1]. A list of the class members is attached to this order as Exhibit A. To the extent additional individuals are identified who qualify as class members under the terms of the settlement agreement, they will be bound by this order.

E. Upon the entry of this final approval order, the plaintiffs and all class members are barred and enjoined from asserting, filing, maintaining, or prosecuting, or in any way participating in the assertion, filing, maintenance or prosecution, of any action asserting any Released Claim against any of the Releasees, as set forth in and in accordance with the terms of the settlement agreement. Nothing in this order shall in any way impair or restrict the right of the parties to enforce the terms of the settlement.

F. The Parties' agreed upon procedure for disbursement of the $55,000 reserve fund provided for in the Settlement Agreement and the Plaintiffs' Motion for Final Approval [Doc. No. 2891], with such claims to be paid approximately 220 days after checks are issued to pay the claims of persons who fit the class definition but who were not previously identified as members of the plaintiff class according to the settlement formula described in the Settlement Agreement, is APPROVED. FedEx Ground will submit a list containing the names of such persons within 220 days of this order; this list will supplement the class member list attached as Exhibit A and such persons will be bound by this order.

G. The parties' request for appointment of Legal Action of Wisconsin, Inc., Administrative Offices, 230 W. Wells Street, Room 800, Milwaukee, WI 53203to be the cy pres beneficiary is APPROVED.

H. Neither the settlement, nor any act performed or document executed pursuant to or in furtherance of the settlement, is or may be deemed to be or may be used as: (a) an admission of, or evidence of, the validity of any Released Claim or any wrongdoing or liability of any Releasee; (b) an admission or concession by the plaintiff or any class member of any infirmity in the claims asserted in the operative complaint filed in this action; (c) an admission of, or evidence of, any fault or omission of any of the Releasees in any civil, criminal, or administrative proceeding in any court, administrative agency, or other tribunal.

I. The third-party administrator, Rust Consulting, Inc., may retain up to $75,000 as compensation for settlement administration.

J. Without affecting the finality of this judgment in any way, the court retains continuing jurisdiction over: (1) the enforcement of this order and final judgment; (2) the enforcement of the settlement agreement; (3) the distribution of the settlement proceeds to the class members and the cy pres beneficiary; and (4) class counsel's proposed allocation of attorney's fees to plaintiffs' counsel to be submitted to the court.

The clerk of this court is directed to enter judgment accordingly.

SO ORDERED.

ENTERED: May 1, 2017

/s/ Robert L. Miller, Jr.

Judge

United States District Court

Exhibit A: WI Class List

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Count	RustID	Contractor Name	Company Name 1	Company Name 2	Company Name 3	Company Name 4
1	19000015	CUNNINGHAM, AARON JOHN	A J LOGISTICS INC
		19000022	BERGIN, ADAM	AHA, INC
		19000039	JONES, JIM	AFAB OR TWO INC
		19000046	WOLF, AL	TRIPLE A, M & W TRANSPORT INC
		19000053	LASSILA, ALAN PATRICK	PROTECTIVE FINANCIAL SERVICES LLC	PROTECTIVE FINANCIAL SERVICES INC
		19000060	GIFFORD, ALLEN
		19000077	ALTENBURG, GREG	ALTY ENTERPRISES, INC
		19000084	GASIK, ANDRZEJ
		19000091	ANGLEMYER, SHAWN	ANGLEMYER ENTERPRISES	SMA TRANSFER, INC
		19000107	CURTIS, ANTHONY
		19000114	PEACOCK, ANTHONY	T R PEACOCK, INC
		19000121	PERRY, ANTONIO L
		19000138	FROEMKE, ARTHUR	ARF, LLC
		19000145	MOELLENBERNDT, BRADLEY E
		19000152	KUBE, BRIAN F	B KUBE TRUCKING INC
		19000169	KEAYS, BRIAN THOMAS	FIVE STAR INDUSTRIAL SALES LLC	FENWAY CORPORATION
		19000176	BUCKMASTER, JEFFERY A	BUCKMASTER SERVICES INC
		19000183	SCHOSSOW, BYRON C
		19000190	LITZER, CABOT L
		19000206	BERA, CARRIE
		19000213	FROST, CHAD
		19000220	TEMPERLY, CHAD
		19000237	MAYFIELD, CHRIS
		19000244	LOCHER, CHRISTOPHER CHARLES	CHRIS CO INC
		19000251	JANZ, CHARLES
		19000268	WEBB, CRAIG	CNTZ INC
		19000275	ANDERSON, CONSTANCE O
		19000282	BRADASERIC, CORY M
		19000299	THOMAS, CRAIG
		19000305	WENZEL, CURTIS DEAN	CURT WENZEL DELIVERY LLC
		19000312	BORNEMANN, CYNDI	CYNDI'S EXPRESS
		19000329	DEWITT, DANIEL KEITH
		19000336	MELLITO, DARREN
		19000343	SUNDELL, DARWYN
		19000350	JAEGER, DARYL	ADAKA SERVICES INC
		19000367	CORNER, DAVID NELSON
		19000374	DAWICKI, MICHAEL	DAWICKI INC
		19000381	JANOWICZ, DEAN
		19000398	PAPROCKI, DEAN	DEANPAP INC
		19000404	VIETH, DENNIS L
		19000411	BOEKHOLDER, JEFFREY	DMC DELIVERY INC
		19000428	BROOKS, DONALD
		19000435	MATTHIS, DONALD
		19000442	PFEIFFER, DONALD
		19000459	NAGEL, DOUG D
		19000466	GEMEINHARDT, KEITH	DRIVEWAY DELIVERY SERVICE LLC
		19000473	BROWN, DEAN WILLIAM	DWB ENTERPRISE LLC
		19000480	HAFENSTEIN, EDWIN A
		19000497	ELWOOD, CURTIS LEONARD	ELWOOD EXPRESS LLC	ELWOOD XPRESS INC
		19000503	KAITALA, ERIK
		19000510	EVERY, JEFF	EVERY TIME DELIVERY INC
		19000527	RUMMEL, KEN M	FOREGROUND LLC
		19000534	FORTIS, CARLOS	FORTIS TRANSPORTATION INC
		19000541	HAEBIG, STEVEN	FULL DRAW INC
		19000558	REAU, GARY L
		19000565	LAWRENCE, GARY	LAWRENCE PACKAGE SERVICE INC
		19000572	BILLER, GLENN A
		19000589	GRADY, WILLIAM C	GRADY DELIVERY INC
		19000596	EVANS JR , GRANT WAYNE

Exhibit A: WI Class List

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118

Count	RustID	Contractor Name	Company Name 1	Company Name 2	Company Name 3	Company Name 4
60	19000602	HANZEL, RANDY G	HANZEL PACKAGE, INC
		19000619	PARK, THOMAS CHARLES	AAA LAKESHORE TRANSPORT SYSTEMS INC
		19000626	STACHURSKI, KEITH SCOTT	INTEGRITY TOOLS INC
		19000633	LEBLANC, JOSEPH	JAL ENTERPRISES INC
		19000640	WALLS, JAMES ARTHUR	JAMES A WALLS LLC
		19000657	ANDERSON, JAMES J
		19000664	MULROY, BARRY JAMES	BJM EXPRESS, INC
		19000671	BLOCK, BRIAN
		19000688	ERICKSON, GERALD LEE	ERICKSON SERVICES INC
		19000695	BALK, JAMES	JAMES BALK INC
		19000701	FLEMING, JAMES
		19000718	HART, JAMES	JAMES A HART INC
		19000725	JOHNSON, AARON
		19000732	EVANS, ANTHONY
		19000749	MATAJAC, ANTHONY J
		19000756	GUNDERSON, CHRIS	BACT TRANSPORT LLC
		19000763	SCHENK, BARBARA
		19000770	THAO, BEE
		19000787	GORNY, BENJAMIN
		19000794	HOUSTON, ROBERT	BEST FRIENDS DELIVERS LLC
		19000800	BREY, RANDALL D	BREY EXPRESS INC
		19000817	FISCHER, BRIAN A
		19000824	BARNES, BRIAN K
		19000831	PETERSON, BRIAN
		19000848	PUNG, BRUCE T
		19000855	HIPP, BRYAN	HIPP ENTERPRISES INC
		19000862	CEDAR HILL
		19000879	TREJO, CESAR M
		19000886	GREENE, HAROLD A	CHALLENGE ENTERPRISES OF DEPERE
		19000893	HOPFENSPERGER, CHARLES WAYNE
		19000909	GANS, CHRISTOPHER T
		19000916	GEISSLER, CLAYANN M
		19000923	KOMOROWSKI, CHRISTOPHER MICHAEL	CMK DELIVERY LLC	KOMOROWSKI DELIVERY INC
		19000930	YOUNG, COSBY
		19000947	CHIRAFISI, DAVID A	DAC EXPRESS INC
		19000954	WINKLER, DAYN A
		19000961	DEAN, PETER
		19000978	PRONSCHINSKE, DEAN ROBERT	RIVER COUNTRY ENTERPRISES LLC	RIVER COUNTRY ENTERPRISES, INC
		19000985	HARDY, DENNIS
		19000992	CARROTHERS JR , WILLIAM ROLLIN	DIAMOND MCQUADE COURIER IN
		19001005	VOIGTS, DONALD WILLIAM	DONCIN TRUCKING, INC
		19001012	DUNN, MARK	DUNN ENTERPRISES INC
		19001029	KEGEL, ERIC ALLAN
		19001036	BLOCK, ERIC	BLOCK TRANSIT INC
		19001043	FOSTER, MATTHEW EDWARD	FOSTER DISTRIBUTING INC
		19001050	FURRU, DAVID L	GAINING GROUND LLC
		19001067	GOOTEE, LAWRENCE MARTIN	GOOTEE'S INC
		19001074	GOSS, JOHNATHAN RICHARD	GOSSAMER INC
		19001081	HARDIN JR , JAMES TYRONE	HEAT LLC
		19001098	HESS, JOHN ANTON	HESS TRANSPORTATION LLC	HESS TRANSPORTATION, INC
		19001104	JEELANI, ILYAS	JEELANI ENTERPRISES, INC
		19001111	KOEHN, JAMES
		19001128	MCCULLOCH, JAMES
		19001135	KOST, JAMES W
		19001142	LANSER, JASON R
		19001159	MARIANNA, JASON WAYNE
		19001166	GILPIN, JAY
		19001173	STECHER, JEAN
		19001180	RUBBELKE, JEFF

Exhibit A: WI Class List

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177

Count	RustID	Contractor Name	Company Name 1	Company Name 2	Company Name 3	Company Name 4
119	19001197	WEAVER, JEFF	JEFF WEAVER TRUCKING INC
		19001203	FRIEVALT, JEFFREY G
		19001210	KACZKOWSKI, JEFFREY ALAN	J KAZ, INC
		19001227	WIMMER, JEFF	WIMMER DELIVERY, INC
		19001234	ANDERSON, JEROD
		19001241	DURHAM SR , JERRY
		19001258	LEQUE, JERRY
		19001265	MOZEIKA, JEVGENIJUS
		19001272	CHARNIAK, JIM
		19001289	RAMSEIER, JODY L
		19001296	CHAPMAN, JOHN
		19001302	GRABOWSKI, JOHN
		19001319	GUMTOW, JOHN
		19001326	HARRI, JON
		19001333	RIVERA, JOSE DAVID
		19001340	SANDOR, JOSEPH A
		19001357	BROWN, JOSEPH	HARDCORE DELIVERY INC
		19001364	HUGHES, JOSHUA C
		19001371	MICKELSONN, JUSTIN
		19001388	HETZEL, KEVIN	K & R HETZEL INC
		19001395	NELSON, KEN
		19001401	OSTROWSKI, KENNETH
		19001418	GAHAN, KEVIN
		19001425	WOODRUFF, KEVIN
		19001432	KOMOROWSKI, TIM PETER	KOMOROWSKI SERVICES LLC
		19001449	CASPER, TOM	K-TOWN TRUST	T DOUBLE C	ROUTE RUNNERS INC
		19001456	LASSILA, JOSHUA ALAN	L J ENDEAVORS LLC	LJ ENDEAVORS LLC	L J ENDEAVORS INC	LJ ENDEAVORS INC
146	19001463	JACKSON, LARRY LOVELL	NO TOP TRUCKING CORP
		19001470	NONNENMACHER, LARRY
		19001487	HAWLEY, LAURA
		19001494	FRAHM, LEE ALAN
		19001500	YANG, LEE
		19001517	BLAND, LEON KENNETH
		19001524	KING, KARLTON D	LOCOMOTION SPECIALTIES GROUP
		19001531	KRESKY, LOREN ADAM
		19001548	GOCHEE, LORI ANN
		19001555	WISNICKY, LORI
		19001562	LUCAS, JUSTIN	LUCAS LOGISTICS
		19001579	LAO, LUE
		19001586	STIELOW, GARY D	M&G EXPRESS INC
		19001593	MCKIBBIN, MICHAEL	MAC ENTERPRISES INC	MAC ENTERPRISES, INC
		19001609	ALBRECHT, MARK C
		19001616	FISCHER, MARK
		19001623	GENERAL, MAX
		19001630	MCCARTHY, GEORGE	MCCARTHY MOTORSPORTS INC
		19001647	MCKENNA, GERALD DENNIS	MCKENNA COURIER SERVICE INC
		19001654	MCCORISON, STEVEN GEORGE	MEADOW RIDGE EXPRESS INC
		19001661	BRAUN, MICHAEL
		19001678	BECK, MICHAEL DAVID
		19001685	SHOEDER, MICHAEL DAVID
		19001692	FIKES, MICHAEL
		19001708	LEMIEUX, MICHEL
		19001715	LESHOK, MICHAEL S	M S L DELIVERY OF WISCONSIN, INC
		19001722	WAKSMONSKI, MICHAEL	MIKE SKI DELIVERY INC
		19001739	WELLS, MICHAEL
		19001746	WRIGHT, RUSSEL	MIRACLE TRANSPORT SYSTEMS INC
		19001753	BRITTON, MITCHELL ALAN
		19001760	KITKOWSKI, MIKE	KITKOWSKI ENTERPRISES LLC	MJK DELIVERY INC
		19001777	SOLL, MICHAEL LEE	MLS SERVICES INC

Exhibit A: WI Class List

179

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Count	RustID	Contractor Name	Company Name 1	Company Name 2	Company Name 3	Company Name 4
178	19001784	FANNIN, MARTIN	MP FANNIN INC
		19001791	KRAUS, JOHN DOUGLAS	MTS TRANSPORT LLC	MTS TRANSPORT, LLC
		19001807	MURPHY, JOHN A	MURPHY PACKAGE SYSTEMS INC
		19001814	NYEN, DAWN MARIE	MYLOTTIS INC
		19001821	NAEF, KENNETH	NAEF ENTERPRISES INC
		19001838	MALINOWSKI, RICHARD	NORTH COAST LTD
		19001845	YANG, XOUA	HMONG TRANSPORT INC
		19001852	COSIC, IGOR	PAJA & JARE INC
		19001869	MANIKOWSKI, PAT
		19001876	BISSETTE, PATRICE
		19001883	BAARS, PATRICK
		19001890	KENNEDY, PATRICK
		19001906	ALBRECHT, PAUL	P & L ALBRECHT, INC
		19001913	DAENTL, PAUL
		19001920	ORR, PAUL I
		19001937	RICCHIO, PAUL J	PJRICCHIO INC
		19001944	HANSEN, PEDER	HANSEN DELIVERY INC
		19001951	MIREAU, MARK C	PENMARK LOGISTICS INC
		19001968	SOMMERS, PATRICK	PHAT PAT LLC
		19001975	KASUBASKI, PHILLIP ANTHONY
		19001982	FARRELLY, PHYLLIS ANN	P M FARRELLY'S INC
		19001999	PRODELL, THOMAS	QUAD ENTERPRISES LLC
		19002002	MUNGER, RANDOLF
		19002019	WERCHEK, RANDY	RJW INC
		19002026	KILEY, CHRIS	RAPITRANZ LLC
		19002033	HALVORSEN, RICHARD ALLEN
		19002040	FENRICK, RICHARD
		19002057	ISHMAEL, RICHARD
		19002064	STAEVEN, RICKY JOHN	STUFF HAULER INC
		19002071	LANDOWSKI, ROGER	R L DELIVERY INC
		19002088	SWITZER, ROBERT H
		19002095	OBERMEIER, ROBERT
		19002101	POKRZYWINSKI, ROBERT
		19002118	SCHMIDT, ROBERT	TURNBERRY, INC
		19002125	ANGLE, ROBERT THOMAS
		19002132	LINDBERG, RODNEY ALLEN
		19002149	BERG, ROGER R
		19002156	PETERSEN, RONALD EDWARD	RIPPLE ROUTES INC
		19002163	REINHARDT, RONALD
		19002170	GUSTAVSSON, ROY EDWARD
		19002187	RUEDEN, MARK GEORGE	RUDYS GROUND TRANSPORT LLC	RUEDEN ENTERPRISES INC
		19002194	RUSSELL, JOHN	RUSSELL DISTRIBUTING INC
		19002200	TILOT, RUSSELL L	RLT & SGT, INC
		19002217	MATTSON, SHAWN	SA INC
		19002224	RUDEBECK, SALLY
		19002231	DUERST, SAMMY JEROME	LUGNUTS INC
		19002248	KUEHL, DAVID PATRICK	SAVING FORE VEGAS LLC	FOREWARD DELIVERY INC
		19002255	SCHAMS, ERIC	SCHAMS DELIVERY CO INC
		19002262	HANSON, BRUCE	SCHMENGE INC
		19002279	RASMUSSEN, SHANE	SHANE'S P&D INC
		19002286	GRINDLE, SHARON
		19002293	PAGELS, SHARON
		19002309	KLUBERTANZ, SHAWN RONALD	KLUBERTANZ DELIVERY INC
		19002316	HASTINGS, SHAYNE GORDON
		19002323	KOSLO, STEVE	KOZ MOTORS
		19002330	BROOKS, STUART B
		19002347	MYERS, TALON
		19002354	NOOYEN, THERESA ANN	TNC DELIVERY LLC	TNC DELIVERY SERVICES, INC
		19002361	PALLASKE, THOMAS

Exhibit A: WI Class List

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Count	RustID	Contractor Name	Company Name 1	Company Name 2	Company Name 3	Company Name 4
237	19002378	POGGIONE, THOMAS WILLIAM
		19002385	YANG, THOMAS
		19002392	FRANK, TIM B
		19002408	ORCHOLSKI, TIM
		19002415	BOUVINE, TIMOTHY
		19002422	SHELTON, TIMOTHY DONALD	SHELTON EXPRESS INC
		19002439	MCTIER, TIMOTHY JOESPH
		19002446	KETTERHAGEN, TIM S
		19002453	TRAVIS, TIMOTHY M	TLT EXPRESS INC
		19002460	WILLIAMS, THOMAS L	TJJ INC
		19002477	PETERSON, TODD ALLEN	PETERSONS DELIVERY LLC	T & N DELIVERY INC
		19002484	BEATTY, TODD
		19002491	MIELKE, TODD	MIELKE EXPRESS INC
		19002507	STAEGE, TODD
		19002514	TARRAS, TODD
		19002521	BAKER, TONI
		19002538	TRIMBELL, WAYNE MATTHEW	TRIMBELL TRANSPORTATION LLC
		19002545	SZYMANSKI, THOMAS	T S M DELIVERY INC
		19002552	OLSON, KEITH	TYRION INC
		19002569	BODNIKEVICH, VADIM
		19002576	RICCHIO, WILLIAM
		19002583	WINGER, LAVONNE L	WINGIN IT DELIVERY LLC
		19002590	BARNES, WILLIAM FORREST	BARNES TRANSFER LLC	BROWNTOWN BULLDOG DELIVERY INC
		19002606	CHRISTENSEN, BRIAN
		19002613	WILSON, BRIAN	WILSON EXPRESS INCORPORATED
		19002620	SCHULZ, COREY ALAN	CNA DELIVERY INC
		19002637	BAKER, DALE LEE	STOP DROP AND ROLL LLC
		19002644	ENDRES, DEAN A
		19002651	SEBERO, ERICK S	SEBERO TRUCKING, INC
		19002668	FREDERICKSON, GUY	G&K DELIVERY SERVICES INC
		19002675	KLESMITH, GARY J	GK EXPRESS INC
		19002682	REITH, GARY
		19002699	HENRIKSEN, GREG
		19002705	KURT, JOHN	I CAN TRUCKING LLC
		19002712	FRENCH, IAN
		19002729	ELKINS, JAMES
		19002736	BEINING, JEREMY
		19002743	BEAUDETTE, M	K T SERVICE
		19002750	KEMPF, RORY	KEMPF GROUP INC
		19002767	BRUSHABER, KEVIN	PLETHORA OF SYNERGY, INC
		19002774	CONNOR, LESTER L	LST WOLF EXPRESS INC
		19002781	BRUNNER, DONALD	M&D EXPRESS INC
		19002798	HABLEWITZ, MATTHEW JOSEPH	HAULIN IT INC
		19002804	ZAPPA, MATTHEW MICHAEL
		19002811	TORRANCE III, JAMES WILSON	NORTHERN COURIER SERVICE INC
		19002828	OTT, JERRY D	OTT TRUCKING INC
		19002835	CARLSON, DALE ROBERT	PIONEER DELIVERY INC
		19002842	SPANIOL, ROBERT D
		19002859	WIZA, ROBERT M
		19002866	KARABA, RODNEY J
		19002873	MAURER, RON
		19002880	HEUPEL, RONALD
		19002897	HILL, RONALD
		19002903	ADAMS, RONALD LEE
		19002910	LUUKKONEN, DARYN ROY	ROY & LILA INC
		19002927	NIGL, RUDOLPH STEPHEN
		19002934	RINDFLIESCH, DAVID L	RUNNYS TRUCKING LLC
		19002941	FREY, CHRIS	SACY TRUCKING INC
		19002958	DAWSON, SCOTT ALLEN	SCOTT A DAWSON INC

Exhibit A: WI Class List

297

298

299

300

301

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303

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354

Count	RustID	Contractor Name	Company Name 1	Company Name 2	Company Name 3	Company Name 4
296	19002965	KLUGE, SCOTT ALAN
		19002972	QUAMME, STANLEY MERLIN
		19002989	VERDEYEN, ANTHONY	STARGATE SERVICES INC
		19002996	ALBERTI, TERRY
		19003009	HAGGERTY, TERRY
		19003016	THOMPSON, THOMAS J
		19003023	JONES, TODD
		19003030	HILLSTEAD, TROY
		19003047	VANDYKE, WILLIAM	VAN DYKE PD, INC
		19003054	GARSKE, WILLIAM H
		19003061	NELSON, WILLIAM J
		19003078	SMITH, WARREN L	WST INC
		19003085	PERRY, AARON
		19003092	RADKE, BART
		19003108	BATES, DENNIS	BATES SERVICES INC
		19003115	JOWETT, BING
		19003122	HAMILTON, RICHARD	BITTERMAN TRUCKING INC
		19003139	YANG, BLONG	YZ'S DELIVERY SERVICES INC
		19003146	VANDENAVOND, ROBERT J	BVA TRUCKING INC
		19003153	RENNINGER, BRAD
		19003160	KIELPIKOWSKI, BRIAN
		19003177	BLACKBURN, BRUCE
		19003184	FETZER, CLARK
		19003191	JOSKI, DANIEL	DANIEL T JOSKI INC
		19003207	DAHLMANN, DAVID E
		19003214	STADT, DAVID M
		19003221	OLSON, DAVID
		19003238	PATCHEN, DAVID N
		19003245	RADTKE, DAVID
		19003252	HERSTAD, DEBRA LEE	DEB INDUSTRIES LLC
		19003269	COPPAGE, DEBRA KAY
		19003276	WATERMAN, DENISE
		19003283	USELMANN, DENNIS
		19003290	DENNIS WILLIAMS	WILLIAMS TRUCKING INC
		19003306	STRASSER, TERRY MICHAEL	DIVERSIFIED INSTALLATION SERVICE, INC
		19003313	LUPO, DOMINIC
		19003320	NELSON, DONALD R
		19003337	FRITZ, DONALD W
		19003344	JORGENSON, DORAN L
		19003351	SHINKER, DOUGLAS G	DGS HD, INC
		19003368	MILLER, DWAYNE
		19003375	PASTOREK, EDWARD
		19003382	JUSTESEN, ERIK M
		19003399	BAKER, JAMES PATRICK	FIGURE 8 DELIVERIES LLC	JPB DELIVERIES INC
		19003405	SCHUR, GABRIEL LEE
		19003412	ROTHER, GARY R
		19003429	KEESEN, MARGE	GATOR INC
		19003436	JENQUIN, RICHARD D	GODSPEED LLC
		19003443	KIRBY, GREGORY
		19003450	HOEKSTRA, GARY	H & H CARTAGE LTD
		19003467	BEHMKE, PAUL	HARTLAND PACKAGE INC
		19003474	BECKER, JAMES	JB DELIVERY INC
		19003481	REUTER, JAMES C	PAKMULE INC
		19003498	MLSNA, JAMES J
		19003504	MEOMARTINO, JAMES	MEOMARTINO INC
		19003511	REUTER, JASON	JREUTER TRUCKING, INC
		19003528	LARSON, JEFF
		19003535	KIMMES, JEFFREY
		19003542	TULLY, JENA A

Exhibit A: WI Class List

356

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Count	RustID	Contractor Name	Company Name 1	Company Name 2	Company Name 3	Company Name 4
355	19003559	DENNEE, JEREMY
		19003566	HANAN, JOHN M
		19003573	DOUGALL, JON D	DOUGALL TRUCKING INC
		19003580	ENGEN, JOSEPH
		19003597	LOPEZ, JOSEPH
		19003603	MCCLAREY, KEVIN	KEVIN MCCLAREY TRANS LTD	KEVIN MCCLAREY TRANS LTD
		19003610	PETERSON, KEVIN
		19003627	FLOCK, KIM
		19003634	BASHAW, LANE ROBERT
		19003641	MELCHER, JOHN PATRICK	LOST JOHNNY ENTERPRISES INC
		19003658	DIETER, LYNN C
		19003665	MCMILLEN, MICHAEL	M MCMILLEN INC
		19003672	BIRKETT, MARK E	M&N BIRKETT INC
		19003689	BERGNER, MARK	E & M DELIVERY, INC
		19003696	SAWYER, MARK	SAWYER TRUCKING INC
		19003702	KRUEGER, MARK THIENE
		19003719	WYNGAARD, MARK VANDEN
		19003726	MCALLISTER, KENNETH M
		19003733	TETNER, MICHAEL D
		19003740	HERMAN, MICHAEL	MICHAEL HERMAN INCORPORATED
		19003757	PRZLOMSKI, MICHAEL	PRZLOMSKI'S P & D SERVICES, INC
		19003764	MITROVIC, MILAN	MITROVIC, INC
		19003771	PLANTZ, JEFFREY J	MOBY SERVICES LLC	MOBY SERVICES INC
		19003788	SHERRY, MYRON	MYRON SHERRY INC
		19003795	MCCULLEN, TERRENCE D	NEVADA NEXT DAY DELIVERY INC
		19003801	NICKEL, BENJAMIN	NICKEL TRUCKING INC
		19003818	HOPPE, PAUL
		19003825	LOVELAND, PETER JAMES	PETE LOVELAND INC
		19003832	MASTILOVIC, PREDRAG	MASTILOVIC TRUCKING INCORPORATED
		19003849	STUBBE, MICHAEL	PRIDE VALLEY TRANSPORT LTD
		19003856	GRAY, QUENTIN L
		19003863	PJESCIC, RADA	MINIC MKR, INC
		19003870	REDEPENNING, JEFF ALAN	RED ROCKET DELIVERY	RED ROCKET TRANSPORT INC
		19003887	LAND, RICHARD EARNEST
		19003894	PIWON, RICHARD	RNR SERVICES LLC
		19003900	STENBERG, ROBERT JAMES	KENGENELK DELIVERY SERVICE INC
		19003917	LAST, ANDREW	ROCKET DELIVERY
		19003924	DAHM, ROGER J
		19003931	CARRIER, RON
		19003948	KLOSS, ROXANNE
		19003955	ODEGAARD, SCOTT
		19003962	LEVY, SHACKAR DANIEL	FREIGHT ON THE GO INC
		19003979	GRADINE, ROGER LEE	SILVER FOX COURIER INC
		19003986	DERIKONJA, SINISA
		19003993	REDMANN, STEPHAN R	STEFNROO ENTERPRISE, INC
		19004006	VANBEEK, TIMOTHY J	TIM'S DELIVERY INC
		19004013	MIHALKO, THOMAS	T L C DELIVERY, INC
		19004020	OTIS, TODD	TO TRUCKING INC
		19004037	YANG, TOUYA TOBI	TTY DELIVERY LLC
		19004044	DUPUIS, TONYA
		19004051	XIONG, TOU
		19004068	WANTA, WESLEY O	WANTA INC
		19004075	ZABROCKI, DARREN	Z & A DELIVERY INC
		19004082	ZIGICH, JUDITH	ZIGICH EXPRESS INC
		19004099	BIGELOW, DON	1ST FREIGHT EXPRESS
		19004105	VANDENBUSCH, AARON MICHAEL	KUSTOMS LLC	KUSTOMS SERVICE INC
		19004112	GBUREK, ALAN	ANG TRANSPORT INC
		19004129	VANBROCKLIN, AMY	AMBECK TRANSPORT INC
		19004136	AMUNDSON, KENNETH	AMUNDSON INC

Exhibit A: WI Class List

415

416

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472

Count	RustID	Contractor Name	Company Name 1	Company Name 2	Company Name 3	Company Name 4
414	19004143	ELIASON, AMY
		19004150	READY, ANDREW JOSEPH
		19004167	HICKLING, ANDREW PAUL MACBETH
		19004174	CLINE, FRANK PATRICK	ARVIA INC
		19004181	MUHAMMAD, DARRYL L	ASCENSION ENTERPRISE LLC
		19004198	CLEARY, DOUGLAS J	BADGERLAND TRANSPORT LLC	CARTEL CARTAGE INC
		19004204	REINEKE, BEN	TEAM REINEKE, INC
		19004211	ZIVKOV, BOBAN
		19004228	GUGGENBUEHL, ROBERT
		19004235	BOHN, ERIC M	BOHN ENTERPRISES INC
		19004242	WIRSING, BRENT K
		19004259	PLOECKELMANN, BRET
		19004266	BROOKS, JIM	BROOKS EXPRESS INC
		19004273	DECLEENE, DAVID	BUGSPLAT INC
		19004280	BYRD, MARCUS	BYRD DYRECT
		19004297	LINDBERG, CHAD ALLEN
		19004303	RENNIE, CHAD J	RENNIE-GADE EXPRESS, INC
		19004310	MCINTYRE, CHAD
		19004327	THOMPSON, CHRIS
		19004334	GRITT, CHRISTOPHER J	TRUE GRITT DELIVERY, INC
		19004341	FAETH, CHRISTOPHER N
		19004358	CLARK, MICHAEL EUGENE	CLARK EXPRESS INC
		19004365	BURDICK, CLARK THOMAS
		19004372	HEYROTH, CLINT MARTIN
		19004389	BOWMAN, JAMES	CREEKLAND LLC	RANGE VIEW INC
		19004396	KIRST, KEVIN HAROLD	CRN TRANSPORT LLC	CRN EXPRESS INC
		19004402	FLYNN, DENNIS	D FLYNN INC
		19004419	CHORONZY, DALE RICHARD
		19004426	DORSCHNER, DALE STEVEN	SONIC DELIVERY, INC
		19004433	BROWN, DANIEL ELIJAH
		19004440	DAWSON, DANIEL J	DANIEL J DAWSON LLC	DANIEL DAWSON, INC
		19004457	BACKES, DANIEL L
		19004464	MEINHARDT, DANIEL LOUIS	DANIKKI DELIVERY INC
		19004471	MOKER, DANIEL
		19004488	CONNOR, DANIELLE SUE
		19004495	TOKARSKI, DARRELL
		19004501	STELLMACHER, DARWIN C
		19004518	GEIL JR , DONALD
		19004525	JACKSON, DOUGLES ALLEN	DOUG JACKSON ENTERPRISES
		19004532	BYSTEDT, DOUGLAS
		19004549	LARSON, GARY	DROP N RUN INC
		19004556	BARNES, GARY
		19004563	SWENSON, GARY
		19004570	MEISSNER, EDWARD	G-DIMENSIONAL INC
		19004587	TOUREK JR , GEORGE
		19004594	DONLEY, GERALD
		19004600	ROBINSON, GERARD
		19004617	YANG, GEROMY
		19004624	FOX, GREGORY D	FOXYS DELIVERY SERVICE
		19004631	BRANDT, JAMES A	MARANATHA DELIVERIES INC
		19004648	PFIEFFER, JASON	J PFEIFFER INC
		19004655	CROTTY, JAMES
		19004662	LEMKE, JEFF	J LEMKE INC
		19004679	RETZAK, JEFF
		19004686	SIGETICH, JEFF
		19004693	STEFONEK, JEFFREY
		19004709	MCKEE, JAMES	JFM CONTRACTOR LLC
		19004716	FOLLETT, JOHN M	J M F SPECIAL SERVICES INC	J M F SPECIAL SERVICES
		19004723	BLOOM, JOEY LYNN

Exhibit A: WI Class List

474

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477

478

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484

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486

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492

493

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531

Count	RustID	Contractor Name	Company Name 1	Company Name 2	Company Name 3	Company Name 4
473	19004730	FELIX, JOSE
		19004747	NENNIG JR , JOSEPH CHARLES
		19004754	KAMIN, JOSHUA JAE
		19004761	RUBENZER, KIP	JRT LOGISTICS LLC
		19004778	MCCOY, KELLY
		19004785	SCHROEDER, KELLY
		19004792	CHECKALSKI, KELLY L	KLC ENTERPRISES, LLC
		19004808	DOLAN, LAUREL
		19004815	DOERING, LORNA
		19004822	MCCAIN, MARCUS WILLIAM
		19004839	MAXAM, MIKE	MAXAM LTD
		19004846	KORZENKO, PAUL ANDREW	MEANINGLESS DELIVERY CORP
		19004853	PETERSON, MICHAEL JOHN
		19004860	HOFF, D DEAN	MIXTURE TRANSPORT, LLC
		19004877	RANA II, HARINDER	NATIONAL TRUCKING CO
		19004884	JACOBSON, MICHELE	K-TOWN TRUST	PACKAGE PRINCESS INC
		19004891	MCGIVERN, PAUL
		19004907	MILLER, PAUL S
		19004914	STRYCKER, PAUL	PAUL'S PARCELS CORPORATION
		19004921	HOFFMAN, PETER
		19004938	CHILDS, RONALD	R & 3 J'S INC
		19004945	HAASE, RYAN JOSHUA	R HAASE DELIVERY LLC	R HAASE DELIVERY, INC
		19004952	RABUCK, ED	RABUCK'S DELIVERY SERVICE INC
		19004969	MCMAHON, JAMES	RAMRAJ LOGISTICS INC
		19004976	WELLS, ROMAN A	RAW P&D SERVICE INC
		19004983	REDMAN, CHRISTOPHER	REDEX INC
		19004990	ROBERTSON, RICHARD J
		19005003	KUJAK, RICHARD J
		19005010	WEST, RICKEY EUGENE
		19005027	KATZKE, ROGER	RJ KATZKE TRUCKING, INC
		19005034	WABISZEWSKI, ROGER	ROGER WABISZEWSKI INC
		19005041	RUD, AARON	RUD'S PICKUP & DELIVERY INC	RUD'S PICKUP AND DELIVERY, INC
		19005058	HAVICE, SCOTT E
		19005065	LEITZKE, SCOTT
		19005072	SEMROW, DAVID R	SEMROW TRANSPORT LLC
		19005089	TORRES JR , SONNY
		19005096	ALSTON, STEVE
		19005102	COLEMAN, JEANNINE M	STOP DROP AND ROLL LLC
		19005119	SCHWARTZ, MIKE	THE FLORAL CONNECTION
		19005126	GIESE, THOMAS JOHN	NORTHERN DOOR TRUCKING INC
		19005133	HOUSE, TONI
		19005140	KRNETA, VEDRAN
		19005157	SYKES, VIRGIL
		19005164	XIONG, VONG
		19005171	KLEMZ, WILLIAM
		19005188	WOODS, WILLIAM
		19005195	WRIGHT, SCOTT DOUGLASS	WRIGHT ONE LLC	S WRIGHT INC
		19005201	YANG, XIOUNG
		19005218	VANG, YA
		19005225	FREY, CHRIS	SACY TRUCKING INC
		19005232	CRAWLEY, DOUGLAS	CRAWLEY INC	CRAWLEY INC
		19005249	BRIDGES, DAN	D K ASSOCIATES INC	D&S DISTRIBUTION INC
		19005256	BAKER, DALE LEE	STOP DROP AND ROLL LLC
		19005263	RUNDE, DANIEL	DTR VENTURES INC
		19005270	DAHL, DANIEL	TONKA XPRESS INC
		19005287	DOYLE, DANIEL T	GMR INC
		19005294	ADAMS, DAVE
		19005300	JOECKS, DEAN	DEAN JOECKS, INC
		19005317	KOLKA, KYLE C

Exhibit A: WI Class List

533

534

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536

537

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540

541

542

543

544

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590

Count	RustID	Contractor Name	Company Name 1	Company Name 2	Company Name 3	Company Name 4
532	19005324	WOMACK, DIONNE	WOMART EXPRESS INC
		19005331	LARSON, GARY	DROP N RUN INC
		19005348	MCKERNAN, ERIC A	E&K EXPRESS INC
		19005355	MARKS, JIM E	ELEMBE TRUCKING INC
		19005362	JORSTAD, MATTHEW	FELBER INC	FELBER, INC
		19005379	SAUER, STEPHEN WILLIAM	FLASH MCGEE INC
		19005386	SCHOENBORN, JAY JAMES	FOUR SEASONS EXPRESS INC	FOUR SEASON EXPRESS INC	NORTHERN TRAIL EXPRESS INC	NORTHERN TRAIL EXPRESS INC
539	19005393	VAUBEL, GARY	VAUBEL INC
		19005409	NYMAN, GARY	THIRD W INC
		19005416	SCULLY, GEARY T	ARTIO INC
		19005423	GIESE, TED	GIESE TRUCKING LLC	GIESE TRUCKING OF GREEN BAY INC
		19005430	GILBERT, GORDON JAMES	GILBERT INC
		19005447	GROVER, THOMAS	GROVER, THOMAS D	GROVER TRUCKING INC
		19005454	HOEPPNER, KARL K	HOEPPNER TRUCKING, INC
		19005461	HOUSTON, JAMES R	HOUSTON TRUCKING INC
		19005478	BENSON, RICHARD A	RICHARD BENSON, INC
		19005485	PARRIS, PAUL T	PAUL PARRIS INC
		19005492	GOFF, JAMES D
		19005508	PLANTZ, JEFFREY J	MOBY SERVICES LLC	MOBY SERVICES INC
		19005515	SCHROEDER, JERRY K	MJHK INC
		19005522	SAFER, GARY S	BAGGS INC
		19005539	CARLSON, JOHN W	JWC INC
		19005546	STARR, JOSHUA D
		19005553	MILLER, KENT D	MOLZHON ENTERPRISES INC	K D ENTERPRISES INC
		19005560	KITKOWSKI, MIKE	KITKOWSKI ENTERPRISES LLC	MJK DELIVERY INC
		19005577	HARRIS, LAWRENCE	LAR-REE TRUCKING
		19005584	BAYARD, JAMES	BLACK RIVER CARRIERS
		19005591	WHITE, LINWOOD
		19005607	VANDESTREEK, MARCIA	LM WOLFRUN, INC
		19005614	BEEMAN, DANIEL	BEEMAN DELIVERY INC
		19005621	MCKIBBIN, MICHAEL	MAC ENTERPRISES INC	MAC ENTERPRISES, INC
		19005638	MCKIBBIN, SANDRA
		19005645	FENLASON, MARK	MILK AND HONEY INC
		19005652	GRONEWOLD, MARSHALL M	MARSHALL EXPRESS , INC
		19005669	MCMAHON, BERNARD JAMES	BERJER INC	BROOKS JAY TRANSPORTATION INC
		19005676	STOLTZ, MICHAEL K
		19005683	GILLIS, MICHAEL	RMG LOGISTICS INC
		19005690	KUGEL, WILLIAM	KUGLER INC
		19005706	NEST, SCOTT A	NST INCORPORATED
		19005713	CHRISTIE, PAUL T	P T C INC
		19005720	CPIN JR , PETER
		19005737	GLYNN, PETER PATRICK	ITILDO INC
		19005744	GAREY, BRYAN DUANE	BMG LOGISTICS LLC	B A D ENTERPRISE INC
		19005751	HARTLE, RANDALL L	RANDAN SERVICES INC
		19005768	YOCUM, RANDY SCOTT	YOCUM ENTERPRISES INC	RANDY'S TRUCKING LLC
		19005775	YOCUM, RANDY SCOTT	YOCUM ENTERPRISES INC	RANDY'S TRUCKING LLC
		19005782	BIECHLER JR , ROBERT FRANK	R F BIECHLER TRANSPORT INC
		19005799	BOARDMAN, MATT	BOARDMAN INC
		19005805	KARN, RICK C	KARN TRUCKING INC
		19005812	HILL, RODNEY	RODNEY'S TRUCKING INC
		19005829	GUGGENBUEHL, BOB	BOBBY G'S DELIVERY INC	BOBBY G'S DELIVERY
		19005836	OLSON, SCOTT
		19005843	JANIKOWSKI, PAUL	BOOHAN ENTERPRISES INC
		19005850	PLOWMAN, BRIAN	BP TRUCKING INC
		19005867	SCHROEDER, THOMAS D	SUNSHINE TRANSPORTATION LLC	SUNSHINE TRANSPORTATION INC
		19005874	GREUEL, TODD EDWARD	T G TRUCKING INC
		19005881	BAUER, THOMAS	TOM BAUER TRUCKING LLC
		19005898	WEILAND, BRADLEY JAY	WEILAND DELIVERY	WEILAND TRANSPORT INC
		19005904	HAYS, BRIAN	WHITETAIL EXPRESS DELIVERY

Exhibit A: WI Class List

592

593

594

595

596

597

598

599

600

601

602

603

604

Count	RustID	Contractor Name	Company Name 1	Company Name 2	Company Name 3	Company Name 4
591	19005911	PETERS, LEE	BRN DERBY INC
		19005928	BROOKS, JIM	BROOKS EXPRESS INC
		19005935	KURSZEWSKI, BRUCE	BMK TRUCKING, INC
		19005942	FLEMING, CALVIN	FLAME LLC
		19005959	HENNING, BRUCE	HENNING TRUCKING INC
		19005966	GRANT, KEVIN PATRICK	CK GRANT INC	FAIRWAY DELIVERY, INC
		19005973	WING, JEREMY JOHN
		19005980	SIMIC, DRAGAN
		19005997	BROWN, BRIAN
		19006000	MASSMAN, TIM
		19006017	PALUBICKI, TODD A
		19006024	BORACA, TODD	PURPLE CAT CONTRACTORS, INC
		19006031	CASPER, TOM	K-TOWN TRUST	T DOUBLE C	ROUTE RUNNERS INC
		19006048	GRANT, KEVIN PATRICK	CK GRANT INC	FAIRWAY DELIVERY, INC