8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): April 19, 2007

(Exact name of Registrant as specified in its charter)

Nevada	0-24806	62-1378182
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

4080 Jenkins Road Chattanooga, TN	37421
(Address of principal executive offices)	(Zip Code)

(423) 510-3000

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: 

o Written communications pursuant to Rule 425 under the Securities Act (17CFR230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02Results of Operations and Financial Condition.

On Thursday, April 19, 2007, U.S. Xpress Enterprises, Inc., a Nevada corporation (the "Company"), issued a press release announcing its operating results for the quarter ended March 31, 2007. A copy of the press release is attached to this report as Exhibit 99.1.

Item 9.01Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Exhibit Description
99.1	U.S. Xpress Enterprises, Inc. press release dated April 19, 2007 announcing operating results for the quarter ended March 31, 2007.

The information contained in this report (including Items 2.02 and 9.01) and the exhibit hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

The information in this report and the exhibit hereto may contain “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. Such statements are made based on the current beliefs and expectations of the Company’s management and are subject to significant risks and uncertainties. Actual results or events may differ from those anticipated by forward-looking statements. Please refer to the italicized paragraph at the end of the attached press release and various disclosures by the Company in its press releases, stockholder reports, and filings with the Securities and Exchange Commission for information concerning risks, uncertainties, and other factors that may affect future results.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		U.S. XPRESS ENTERPRISES, INC.
Date: April 20, 2007	By:	/s/ RAY M. HARLIN
		RAY M. HARLIN
		Chief Financial Officer

EXHIBIT INDEX

EXHIBIT NUMBER	EXHIBIT DESCRIPTION
99.1	U.S. Xpress Enterprises, Inc. press release dated April 19, 2007 announcing operating results for the quarter ended March 31, 2007.

EX-99.1

   Contact:Ray Harlin

Chief Financial Officer

423-510-3323

U.S. XPRESS ENTERPRISES, INC. REPORTS FIRST QUARTER RESULTS

CHATTANOOGA, Tenn. (April 19, 2007) - U.S. Xpress Enterprises, Inc. (NASDAQ:XPRSA) today announced operating revenue and earnings for the first quarter ended March 31, 2007.

Financial Highlights

Revenue for the first quarter of 2007 increased 20% to $360.9 million compared with $299.7 million in the first quarter of 2006. The Company reported a net loss of $2.6 million for the first quarter, or $0.17 per share, compared with net income of $734,000, or $0.05 per diluted share, in the prior-year period.

On February 28, 2006, the Company acquired additional equity in both Arnold Transportation and Total Transportation, increasing its ownership interest in each to 80% from 49%. Accordingly, the financial results of Arnold and Total from February 28, 2006, are included in the Company’s consolidated financial statements. Consolidated revenue for the first quarter of 2007 and 2006 includes $86.7 million and $33.0 million, respectively, in revenues of Arnold and Total.

Truckload Operations

During the first quarter, truckload revenue, excluding the effect of fuel surcharges, increased 22% to $295.1 million from $241.3 million a year ago while truckload operations reported an operating loss of $1.2 million, compared with operating income of $4.4 million in the first quarter of 2006.

Xpress Global Systems

Revenue of Xpress Global Systems increased 0.5% to $22.6 million in the quarter compared with $22.4 million for the prior-year quarter. Xpress Global Systems’ operating income for the first quarter was $1.5 million compared with $369,000 in the prior-year quarter.

Patrick Quinn, Co-Chairman, stated, “Consistent with the early first quarter trends we cited in our February conference call and our announcement last week, the truckload operating environment proved to be much more difficult than a year ago. Profitable operating results in both our truckload and Xpress Global Systems operating segments in March were not sufficient to overcome the operating losses of our truckload segment in January and February, as the quarter was adversely impacted by lower than expected freight demand, severe winter weather in key high-traffic markets that hampered tractor utilization, and rising fuel prices in the second half of the quarter. As we have demonstrated the last couple of years, the operating leverage in our business model is substantial. Unfortunately, the leverage did not work in our favor this quarter due in part to the difficult truckload environment, as well as the normal seasonality we experience in our business in the first quarter.

“On a positive note, Xpress Global achieved its fifth consecutive quarter of improved year-over-year quarterly operating income. Additionally, we have completed most of our pre-buy of new tractors with 2006 engines. Upon completion of the pre-buy, the average age of the Company’s over-the-road tractor fleet will be approximately 17 months. As a result, over the next twelve months we expect to reduce capital expenditures on revenue equipment and utilize our cash flow to reduce our outstanding debt.”

Conference Call and Webcast

U.S. Xpress Enterprises will host a conference call to discuss first quarter results on Friday, April 20, 2007, at 11:00 a.m. ET. The number to call for this interactive teleconference is (913) 981-4910. A replay of the conference call will be available through April 27, 2007, by dialing (719) 457-0820 and entering the passcode 4697350.

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XPRSA Reports First Quarter Results

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April 19, 2007

The live broadcast of the U.S. Xpress Enterprises quarterly conference call will be available online at the Company's website, www.usxpress.com, and at the following site: http://www.videonewswire.com/event.asp?id=38978 on April 20, 2007, beginning at 11:00 a.m. ET. The online replay will follow shortly after the call and continue through April 27, 2007.

U.S. Xpress Enterprises, Inc.

U.S. Xpress Enterprises, Inc. is the fifth largest publicly owned truckload carrier in the United States, measured by revenue.  The Company provides dedicated, regional, and expedited team truckload services throughout North America, with regional capabilities in the West, Midwest, and Southeastern United States. The Company is one of the largest providers of expedited and time-definite services in the truckload industry and is a leader in providing expedited intermodal rail services. Xpress Global Systems, Inc., a wholly owned subsidiary, is a provider of transportation, warehousing, and distribution services to the floor covering industry.  The Company participates in logistics services through its joint ownership of Transplace, an Internet-based global transportation logistics company.  U.S. Xpress has an 80% ownership interest in Arnold Transportation Services, Inc., which provides regional, dedicated, and medium length-of-haul services with a fleet of approximately 1,500 trucks, and Total Transportation of Mississippi and affiliated companies, a truckload carrier that provides medium length of haul and dedicated dry-van service with a fleet of approximately 600 trucks primarily in the Eastern United States. Additionally, U.S. Xpress has a 49% ownership interest in Abilene Motor Express, Inc., a truckload carrier that provides medium length of haul and dedicated dry van truck services, primarily in the eastern United States with a fleet of approximately 170 trucks. Please visit the Company's website at www.usxpress.com.

This press release contains certain statements that may be considered "forward-looking statements" within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1933, as amended. These statements generally may be identified by their use of terms or phrases such as "expects," "estimates," "anticipates," "projects," "believes," "plans," "intends," "may," "will," "should," "could," "potential," "continue," "future," and terms or phrases of similar substance. In this press release, these statements include, without limitation, statements relating to expected reduction in capital expenditures on revenue equipment and the use of cash flow to reduce indebtedness. The following factors, among others, could cause actual results to differ materially from those expressed in forward-looking statements: the risk that we are unable to realize a reduction in capital expenditures on revenue equipment due to increases in the prices paid for new revenue equipment, changes in the resale value of our used equipment, or growth in our company-owned fleet; the risk that we will be unable to produce financial and operating results necessary to generate cash flow to reduce indebtedness; further increases in the compensation of or difficulty in attracting and retaining qualified drivers and independent contractors; further fluctuations in the price or availability of diesel fuel or in surcharge collection; recessionary economic cycles and downturns in customers' business cycles; excess tractor or trailer capacity in the trucking industry; decreased demand for our services or loss of one or more of our major customers; surplus inventories; strikes, work slow downs, or work stoppages at our facilities or at customers, ports, or other shipping related facilities; increases in interest rates, fuel taxes, tolls, and license and registration fees; elevated experience in the frequency and severity of claims relating to accident, cargo, workers' compensation, health, and other claims; increased insurance premiums; fluctuations in claims expenses that result from high self-insured retention amounts and differences between estimates used in establishing and adjusting claims reserves and actual results over time; adverse changes in claims experience and loss development factors; seasonal factors such as harsh weather conditions that increase operating costs; competition from trucking, rail, and intermodal competitors; regulatory requirements that increase costs or decrease efficiency, including revised hours-of-service requirements for drivers and new emissions control regulations; our ability to execute our business strategy; our ability to grow our revenue at historical rates; the loss of one of our senior officers; our ability to finance revenue equipment purchases and other capital requirements, and to do so on acceptable terms; the risk that our substantial indebtedness and operating lease obligations could adversely impact our ability to respond to changes in our industry or business, or that we could be unable to comply with the restrictive and financial covenants contained therein; the risk that railroad service instability could increase our costs and reduce our ability to offer expedited intermodal rail service; the risk of adverse results at Arnold Transportation or Total Transportation of Mississippi that are included in our results; our ability to identify acceptable acquisition candidates, consummate acquisitions, and integrate acquired operations; the number of shares repurchased, if any; and the effects of repurchasing the shares on debt, equity, and liquidity. Readers should review and consider these factors along with our various disclosures in filings with the Securities and Exchange Commission. We disclaim any obligation to update or revise any forward-looking statements to reflect actual results or changes in the factors affecting the forward-looking information.

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XPRSA Reports First Quarter Results

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April 19, 2007

U.S. XPRESS ENTERPRISES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(In Thousands, Except Per Share Data)
(Unaudited)
	Three Months Ended
	March 31,
	2007			2006
Operating Revenue:
Revenue, before fuel surcharge	$	316,552		$	262,466
Fuel surcharge		44,321			37,244
Total operating revenue		360,873			299,710
Operating Expenses:
Salaries, wages and benefits		127,099			102,854
Fuel and fuel taxes		80,098			66,337
Vehicle rents		22,986			18,398
Depreciation and amortization, net of gain on sale		19,529			11,875
Purchased transportation		54,623			46,509
Operating expense and supplies		23,637			19,325
Insurance premiums and claims		14,950			13,268
Operating taxes and licenses		4,276			3,663
Communications and utilities		2,881			2,872
General and other operating		10,492			9,852
Total operating expenses		360,571			294,953
Income from Operations		302			4,757
Interest expense, net		5,481			3,098
Equity in (income) loss of affiliated companies		(124	)		217
Minority interest		(50	)		139
		5,307			3,454
Income (loss) before income taxes		(5,005	)		1,303
Income tax (benefit) provision		(2,376	)		569
Net Income (Loss)	$	(2,629	)	$	734
Earnings (Loss ) Per Share - basic	$	(0.17	)	$	0.05
Weighted average shares - basic		15,276			15,325
Earnings (Loss) Per Share - diluted	$	(0.17	)	$	0.05
Weighted average shares - diluted		15,276			15,511

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XPRSA Reports First Quarter Results

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April 19, 2007

U.S. XPRESS ENTERPRISES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(In Thousands, Except Per Share Data - Net of Fuel Surcharge Revenue)
(Unaudited)
	(Total Revenue)					(Revenue, before fuel surcharge)
	Three Months Ended						Three Months Ended
	March 31,						March 31,
	2007			2006			2007			2006
Operating Revenue		100.0	%		100.0	%		100.0	%		100.0	%
Operating Expenses:
Salaries, wages and benefits		35.2			34.3			40.1			39.2
Fuel and fuel taxes		22.2			22.1			11.3			11.1
Vehicle rents		6.4			6.2			7.3			7.0
Depreciation and amortization, net of gain on sale		5.4			4.0			6.2			4.5
Purchased transportation		15.2			15.5			17.3			17.8
Operating expense and supplies		6.5			6.4			7.5			7.3
Insurance premiums and claims		4.0			4.4			4.6			5.1
Operating taxes and licenses		1.2			1.2			1.3			1.4
Communications and utilities		0.8			1.0			0.9			1.1
General and other operating		2.9			3.3			3.3			3.7
Total operating expenses		99.9			98.4			99.9			98.2
Income from Operations		0.1			1.6			0.1			1.8
Interest expense, net		1.5			1.1			1.7			1.2
Equity in income of affiliated companies		(0.0	)		0.1			0.0			0.1
Minority interest		(0.0	)		0.0			0.0			0.0
		1.5			1.2			1.7			1.3
Income (loss) before income taxes		(1.4	)		0.4			(1.6	)		0.5
Income tax (benefit) provision		(0.7	)		0.2			(0.8	)		0.2
Net Income (Loss)		(0.7	)%		(0.2	)%		(0.8	)%		(0.3	)%

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XPRSA Reports First Quarter Results

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April 19, 2007

U.S. XPRESS ENTERPRISES, INC.
KEY OPERATING FACTORS
	Three Months Ended
	March 31,						%
	2007			2006			Change
OPERATING RATIO (1)		99.9	%		98.2	%		1.7	%
OPERATING REVENUE: (2)
Truckload, net of fuel surcharge	$	295,191		$	241,308			22.3	%
Fuel Surcharge		44,321			37,244			19.0	%
Xpress Global Systems		22,556			22,433			0.5	%
Inter-company		(1,195	)		(1,275	)		-6.3	%
Total Operating Revenue	$	360,873		$	299,710			20.4	%
OPERATING INCOME (LOSS):(2)
Truckload	$	(1,238	)	$	4,388			-128.2	%
Xpress Global Systems		1,540			369			317.3	%
Total Operating Income	$	302		$	4,757			-93.7	%
TRUCKLOAD STATISTICS: (2)
Revenue Per Mile (3)	$	1.597		$	1.547			3.2	%
Revenue Per Total Mile (3)	$	1.393		$	1.363			2.2	%
Tractors (at end of period)-
Company Owned		6,772			6,480			4.5	%
Owner Operators		950			897			5.9	%
Total Tractors (at end of period)		7,722			7,377			4.7	%
Average Number of Tractors in Fleet During Period		7,676			5,648			35.9	%
Average Revenue Miles Per Tractor Per Period (4)		22,166			24,121			-8.1	%
Average Revenue Per Tractor Per Period (3) (4)	$	35,987		$	38,347			-6.2	%
Total Revenue Miles (5)		183,297			153,910			19.1	%
Total Miles (5)		210,124			174,744			20.2	%
Average Length of Haul		580			623			-6.9	%
Empty Mile Percentage		12.77	%		11.92	%		7.1	%
		March 31, 2007			December 31, 2006
BALANCE SHEET DATA:
Total Assets	$	900,399		$	903,367
Total Equity		246,274			252,499
Long-term Debt, including Current Maturities and Securitization		357,769			340,534
(1)   Operating ratio as reported in this press release is based upon total operating expenses, net of fuel surcharges, as a percentage of revenue,
before fuel surcharge.
(2)  Data for truckload includes data for all truckload operations, including the following from their dates of consolidation:
Arnold Transportation, Inc. and Total Transportation of Mississippi, Inc. in March 2006.
(3)  Net of fuel surcharge revenues.
(4)  Excludes revenue and miles from expedited intermodal rail services.
(5)  Includes miles of expedited intermodal rail services.

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