-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, C0Ebk9MJax4G9ORUAjEL9EWyFqXbZly+17m4yW1HChEbXQzv2bVheyXzhVgwV5Cf HFaJuVTKyNZBSOd11GIITw== 0000931763-98-001714.txt : 19980630 0000931763-98-001714.hdr.sgml : 19980630 ACCESSION NUMBER: 0000931763-98-001714 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19980626 FILED AS OF DATE: 19980629 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: US XPRESS ENTERPRISES INC CENTRAL INDEX KEY: 0000923571 STANDARD INDUSTRIAL CLASSIFICATION: TRUCKING (NO LOCAL) [4213] IRS NUMBER: 621378182 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 11-K SEC ACT: SEC FILE NUMBER: 000-24806 FILM NUMBER: 98655912 BUSINESS ADDRESS: STREET 1: 2931 SOUTH MARKET ST CITY: CHATTANOOGA STATE: TN ZIP: 37410 BUSINESS PHONE: 6156967377 MAIL ADDRESS: STREET 1: 2931 SOUTH MARKET ST CITY: CHATTONOOGA STATE: TN ZIP: 37410 11-K 1 FORM 11-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 11-K (Mark One) [X] ANNUAL REPORT PURSUANT TO SECTION 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 [No Fee Required] FOR THE FISCAL YEAR ENDED DECEMBER 31, 1997 or [ ] TRANSITION REPORT PURSUANT TO SECTION 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 [No Fee Required] For the transition period from ______________ to _____________ COMMISSION FILE NUMBER 33-91238 -------- A. Full title of the plan and the address of the plan, if different from that of the issuer named below: XPRE$$AVINGS 401(K) PLAN b. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office: U.S. XPRESS ENTERPRISES, INC. 2931 SOUTH MARKET STREET CHATTANOOGA, TENNESSEE 37410 XPRE$$AVINGS 401(k) PLAN FINANCIAL STATEMENTS AND SCHEDULES AS OF DECEMBER 31, 1997 AND 1996 TOGETHER WITH Auditors' Report F-1 XPRE$$AVINGS 401(k) PLAN FINANCIAL STATEMENTS AND SCHEDULES DECEMBER 31, 1997 AND 1996 TABLE OF CONTENTS REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS FINANCIAL STATEMENTS Statement of Net Assets Available for Benefits, With Fund Information--December 31, 1997 Statement of Net Assets Available for Benefits, With Fund Information--December 31, 1996 Statement of Changes in Net Assets Available for Benefits, With Fund Information, for the Year Ended December 31, 1997 NOTES TO FINANCIAL STATEMENTS AND SCHEDULES SUPPLEMENTAL SCHEDULES Schedule I: Item 27a--Schedule of Assets Held for Investment Purposes--December 31, 1997 Schedule II: Item 27d--Schedule of Reportable Transactions for the Year Ended December 31, 1997 F-2 REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS TO THE PLAN ADMINISTRATOR OF THE XPRE$$AVINGS 401(k) PLAN: We have audited the accompanying statements of net assets available for benefits, with fund information, of the XPRE$$AVINGS 401(k) PLAN as of December 31, 1997 and 1996, and the related statement of changes in net assets available for benefits, with fund information, for the year ended December 31, 1997. These financial statements and the schedules referred to below are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements and schedules based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 1997 and 1996, and the changes in net assets available for benefits for the year ended December 31, 1997, in conformity with generally accepted accounting principles. Our audits were performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedules of assets held for investment purposes and reportable transactions are presented for the purpose of additional analysis and are not a required part of the basic financial statements but are supplementary information required by the Department of Labor Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The fund information in the statements of net assets available for benefits and the statement of changes in net assets available for benefits is presented for purposes of additional analysis rather than to present the net assets available for benefits and changes in net assets available for benefits of each fund. F-3 The supplemental schedules and fund information have been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole. /s/ ARTHUR ANDERSEN LLP Chattanooga, Tennessee May 29, 1998 F-4 XPRE$$AVINGS 401(k) PLAN STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND INFORMATION DECEMBER 31, 1997
PARTICIPANT DIRECTED -------------------------------------------------------------------- SUNTRUST TWENTIETH STI CLASSIC STI CLASSIC EMPLOYEE CENTURY BALANCED CAPITAL BENEFIT STABLE ULTRA FUND FUND GROWTH FUND ASSET FUND ---------- ------------- -------------- --------------- ASSETS: Investments, at fair value: Mutual funds $1,972,777 $852,485 $1,304,036 $ 0 Common trust fund 0 0 0 2,406,948 Company stock 0 0 0 0 Participant loans 0 0 0 0 ---------- -------- ---------- ---------- Total investments 1,972,777 852,485 1,304,036 2,406,948 Contributions receivable 137,396 65,665 99,220 135,976 ---------- -------- ---------- ---------- Total assets 2,110,173 918,150 1,403,256 2,542,924 ---------- -------- ---------- ---------- LIABILITIES: Excess contributions payable 9,936 1,797 5,775 319 ---------- -------- ---------- ---------- NET ASSETS AVAILABLE FOR BENEFITS $2,100,237 $916,353 $1,397,481 $2,542,605 ========== ======== ========== ==========
NON- PARTICIPANT PARTICIPANT DIRECTED DIRECTED ----------- ----------- U.S. XPRESS ENTERPRISES PARTICIPANT STOCK FUND LOANS TOTAL ----------- ----------- ----------- ASSETS: Investments, at fair value: Mutual funds $ 0 $ 0 $4,129,298 Common trust fund 0 0 2,406,948 Company stock 451,222 0 451,222 Participant loans 0 372,181 372,181 -------- -------- ---------- Total investments 451,222 372,181 7,359,649 Contributions receivable 43,261 0 481,518 -------- -------- ---------- Total assets 494,483 372,181 7,841,167 -------- -------- ---------- LIABILITIES: Excess contributions payable 1,062 0 18,889 -------- -------- ---------- NET ASSETS AVAILABLE FOR BENEFITS $493,421 $372,181 $7,822,278 ======== ======== ==========
The accompanying notes are an integral part of this statement. F-5 XPRE$$AVINGS 401(k) PLAN STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND INFORMATION DECEMBER 31, 1996
PARTICIPANT DIRECTED -------------------------------------------------------------------- SUNTRUST TWENTIETH STI CLASSIC STI CLASSIC EMPLOYEE CENTURY BALANCED CAPITAL BENEFIT STABLE ULTRA FUND FUND GROWTH FUND ASSET FUND ---------- ------------- -------------- --------------- ASSETS: Investments, at fair value: Mutual funds $1,200,922 $474,594 $720,873 $ 0 Common trust fund 0 0 0 1,804,507 Company stock 0 0 0 0 Participant loans 0 0 0 0 --------- -------- ------- --------- Total investments 1,200,922 474,594 720,873 1,804,507 Participant contributions receivable 22,949 8,453 11,761 24,529 Cash 0 0 0 2,819 --------- -------- ------- --------- Total assets 1,223,871 483,047 732,634 1,831,855 ---------- -------- -------- ---------- NET ASSETS AVAILABLE FOR BENEFITS $1,223,871 $483,047 $732,634 $1,831,855 ========== ======== ======== ==========
NON- PARTICIPANT PARTICIPANT DIRECTED DIRECTED ----------- ----------- U.S. XPRESS ENTERPRISES PARTICIPANT STOCK FUND LOANS TOTAL ----------- ----------- ----------- ASSETS: Investments, at fair value: Mutual funds $ 0 $ 0 $2,396,389 Common trust fund 0 0 1,804,507 Company stock 159,880 0 159,880 Participant loans 0 190,418 190,418 -------- -------- ---------- Total investments 159,880 190,418 4,551,194 Participant contributions receivable 3,530 0 71,222 Cash 0 0 2,819 -------- -------- ---------- Total assets 163,410 190,418 4,625,235 -------- -------- ---------- NET ASSETS AVAILABLE FOR BENEFITS $163,410 $190,418 $4,625,235 ======== ======== ==========
The accompanying notes are an integral part of this statement. F-6 XPRE$$AVINGS 401(K) PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND INFORMATION FOR THE YEAR ENDED DECEMBER 31, 1997
PARTICIPANT DIRECTED ------------------------------------------------------------- SUNTRUST TWENTIETH STI CLASSIC STI CLASSIC EMPLOYEE CENTURY BALANCED CAPITAL BENEFIT STABLE ULTRA FUND FUND GROWTH FUND ASSET FUND ----------- ------------- -------------- --------------- ADDITIONS TO NET ASSETS ATTRIBUTABLE TO: Participant contributions $ 638,014 $287,344 $ 398,021 $ 681,523 Employer contributions 239,363 108,252 157,375 249,420 Net appreciation in fair value of investments 0 0 0 0 Net investment income-registered investment companies 287,741 118,358 248,648 0 Net investment income-common trusts 0 0 0 164,477 ---------- -------- ---------- ---------- Total additions 1,165,118 513,954 804,044 1,095,420 BENEFITS PAID TO PARTICIPANTS 192,478 77,884 105,346 311,264 LOANS TO PARTICIPANTS (77,339) (38,288) (51,412) (165,937) LOAN PAYMENTS 40,952 15,290 17,340 65,569 INTERFUND TRANSFERS (59,887) 20,234 221 26,962 ---------- -------- ---------- ---------- NET INCREASE 876,366 433,306 664,847 710,750 NET ASSETS AVAILABLE FOR BENEFITS: Beginning of year 1,223,871 483,047 732,634 1,831,855 ---------- -------- ---------- ---------- End of year $2,100,237 $916,353 $1,397,481 $2,542,605 ========== ======== ========== ==========
NON- PARTICIPANT PARTICIPANT DIRECTED DIRECTED ----------- ----------- U.S. XPRESS ENTERPRISES PARTICIPANT STOCK FUND LOANS TOTAL ----------- ----------- ----------- ADDITIONS TO NET ASSETS ATTRIBUTABLE TO: Participant contributions $190,608 $ 0 $2,195,510 Employer contributions 64,293 0 818,703 Net appreciation in fair value of investments 94,056 0 94,056 Net investment income-registered investment companies 0 0 654,747 Net investment income-common trusts 0 0 164,477 -------- --------- ---------- Total additions 348,957 0 3,927,493 BENEFITS PAID TO PARTICIPANTS 18,184 25,294 730,450 LOANS TO PARTICIPANTS (20,019) 352,995 0 LOAN PAYMENTS 6,787 (145,938) 0 INTERFUND TRANSFERS 12,470 0 0 -------- --------- ---------- NET INCREASE 330,011 181,763 3,197,043 NET ASSETS AVAILABLE FOR BENEFITS: Beginning of year 163,410 190,418 4,625,235 -------- --------- ---------- End of year $493,421 $ 372,181 $7,822,278 ======== ========= ==========
The accompanying notes are an integral part of this statement. F-7 XPRE$$AVINGS 401(K) PLAN NOTES TO FINANCIAL STATEMENTS AND SCHEDULES DECEMBER 31, 1997 AND 1996 1. PLAN DESCRIPTION The following description of the Xpre$$avings 401(k) Plan (the "Plan") is provided for general information purposes only. More complete information regarding the Plan's provisions may be found in the plan document. GENERAL The Plan is a defined contribution plan established January 1, 1993, by U.S. Xpress Enterprises, Inc. (the "Company") under the provisions of Section 401(a) of the Internal Revenue Code (the "IRC"), which includes a qualified deferred arrangement as described in Section 401(k) of the IRC, for the benefit of eligible employees of the Company. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 ("ERISA"), as amended. Until September 30, 1997, employees were eligible to participate in the Plan when they had completed one year of service, as defined in the plan document, and had attained age 21. Effective October 1, 1997, the one year of service requirement for eligibility was reduced to six months. CONTRIBUTIONS Until September 30, 1997, eligible employees could make before-tax contributions up to 6% of compensation, as defined in the plan document, limited by requirements of the IRC. Effective October 1, 1997, the before- tax contribution limit was raised to 12%. Eligible employees can, in addition, make after-tax contributions up to 10% of compensation, as defined in the plan document, limited by requirements of the IRC. The Company provides a matching contribution equal to 50% of each participant's before- tax contribution up to a maximum of 6%. The Company does not match after-tax contributions. F-8 VESTING Participants are fully vested in their contributions and the earnings thereon. Vesting in employer matching contributions and earnings thereon is based on years of service. A participant vests according to the following schedule: YEARS OF SERVICE % VESTED ---------------- ------ Less than two years of service 0% Two but not three years of service 30 Three but not four years of service 65 Four or more years of service 100 For vesting purposes, years of service are counted from the later of a participant's date of hire or the effective date of the Plan (January 1, 1993). Participants automatically become 100% vested in employer contributions upon attainment of retirement age, as defined in the plan document, or termination due to death or total disability. At December 31, 1997 and 1996, forfeited nonvested accounts totaled $51,200 and $24,700, respectively. These accounts will be used to reduce future employer contributions. No forfeitures were used to reduce employer contributions in 1997. BENEFITS Upon termination of service, a participant may elect to receive an amount equal to the value of the participant's vested interest in his or her account. The form of payment is a lump-sum distribution. PARTICIPANT ACCOUNTS Individual accounts are maintained for each of the Plan's participants to reflect the participant's share of the Plan's income, expenses, the Company's contribution, and the participant's contribution. Allocations of income are based on individual participant account balances in proportion to total participant account balances. F-9 INVESTMENT OPTIONS Participants direct contributions, including employer matching contributions, into the following investment options in 5% increments. Participants may change their investment elections daily. A description of each investment option is provided below: . Twentieth Century Ultra Fund This fund invests primarily in equities. The fund's primary objective is capital growth over time. During 1997, Twentieth Century Investors merged with The Benham Group to form American Century Mutual Funds. The fund name was unchanged as a result of the merger. . STI Classic Balanced Fund This fund seeks to provide capital appreciation and current income by investing primarily in common stocks, preferred stocks, and investment-grade fixed income securities. . STI Classic Capital Growth Fund This fund invests primarily in a diversified portfolio of common stocks, which, in the opinion of the fund manager, have potential for capital appreciation. . SunTrust Employee Benefit Stable Asset This fund is an actively managed Fund portfolio of insurance company- guaranteed investment contracts and short-term money market investments. The fund seeks to maximize current income and maintain a high degree of liquidity. . U.S. Xpress Enterprises Stock Fund This fund invests principally in U.S. Xpress Enterprises common stock. Investments in the U.S. Xpress Enterprises Stock Fund are assigned units of participation. The unit value of the U.S. Xpress Enterprises Stock Fund is determined daily based on the fair market value of the underlying net assets. The total units assigned to participants at December 31, 1997 and 1996 were 24,142 and 11,613, respectively. The unit value at December 31, 1997 and 1996 was $18.69 and $13.76, respectively. PARTICIPANT LOANS Subject to approval, participants can secure a loan from the Plan against their account balance up to the lesser of 50% of their vested account balance or $50,000. The minimum loan amount allowed is $1,000. Loans may generally be repaid over one to five years. Loans must be repaid through automatic payroll deductions unless otherwise provided by the plan administrator. The F-10 interest rate is determined by the trustee based on current market conditions and is fixed over the life of the note. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES BASIS OF ACCOUNTING The accompanying financial statements have been prepared using the accrual basis of accounting. The preparation of financial statements in conformity with generally accepted accounting principles requires the Plan's management to use estimates and assumptions that affect the net assets available for benefits and the changes therein. Actual results could differ from these estimates. INCOME RECOGNITION Investment income is recorded as earned on the accrual basis. Net realized gains (losses) and unrealized appreciation (depreciation) are presented in the accompanying statement of changes in net assets available for benefits as net appreciation in fair value of investments. INVESTMENT VALUATION Investments of the Plan are stated at fair value. Securities traded in public markets are valued at their quoted market prices. The SunTrust Employee Benefit Stable Asset Fund is at contract value, which approximates fair value. Purchases and sales of securities are reflected on a trade-date basis. ADMINISTRATIVE EXPENSES For the year ended December 31, 1997, the participants paid loan processing fees, which are reflected in loans to participants on the statement of changes in net assets available for benefits. The Company paid all other administrative expenses of the Plan. 3. TAX STATUS The Plan obtained its latest determination letter on September 27, 1995 in which the Internal Revenue Service stated that the Plan, as amended and restated August 30, 1994, was in compliance with the applicable design requirements of the IRC. The Plan has been amended since that date. However, the plan administrator believes that the Plan is currently designed and is being operated in compliance with the applicable requirements of the IRC. Therefore, management believes that the Plan was qualified and the related trust was tax-exempt for the years ended December 31, 1997 and 1996. F-11 4. PLAN TERMINATION Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. In the event of plan termination, participants will become fully vested in their accounts. 5. RECONCILIATION TO FORM 5500 As of December 31, 1997, the Plan had $386,764 of pending distributions to participants who elected to withdraw from the Plan. This amount is recorded as a liability in the Plan's Form 5500; however, this amount is not recorded as a liability in the accompanying statement of net assets available for benefits in accordance with generally accepted accounting principles. The following table reconciles net assets available for benefits per the financial statements to the Form 5500 as filed by the Company for the year ended December 31, 1997:
BENEFITS NET ASSETS PAYABLE TO BENEFITS AVAILABLE PARTICIPANTS PAID FOR BENEFITS ------------ ------------ ------------ Per financial statements $ 0 $ 730,450 $7,822,278 1997 accrued benefit payments 386,764 386,764 (386,764) -------- ---------- ---------- Per Form 5500 $386,764 $1,117,214 $7,435,514 ======== ========== ==========
F-12 EXHIBIT I XPRE$$AVINGS 401(K) PLAN ITEM 27A--SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES DECEMBER 31, 1997 (EMPLOYER IDENTIFICATION NUMBER 62-1378182, PLAN NUMBER 001)
IDENTITY OF ISSUER, BORROWER, DESCRIPTION OF INVESTMENT, INCLUDING MATURITY DATE, CURRENT LESSOR, OR SIMILAR PARTY RATE OF INTEREST, COLLATERAL, AND PAR OR MATURITY VALUE COST VALUE - -------------------------------- ------------------------------------------------------------ ---------- ----------- American Century Mutual Funds Twentieth Century Ultra Fund $2,035,162 $1,972,777 *SunBank Capital Management, N.A. STI Classic Balanced Fund 816,330 852,485 *SunBank Capital Management, N.A. STI Classic Capital Growth Fund 1,278,980 1,304,036 *SunBank Capital Management, N.A. SunTrust Employee Benefit Stable Asset Fund 2,203,663 2,406,948 *U.S. Xpress Enterprises, Inc. U.S. Xpress Enterprises Stock Fund 314,644 451,222 *The Plan Loans to participants, with interest rates from 10% to 11.6% 372,181 372,181 ---------- ---------- $7,020,960 $7,359,649 ========== ==========
*Indicates a party-in-interest. The accompanying notes are an integral part of this schedule. F-13 SCHEDULE II XPRE$$AVINGS 401(K) PLAN ITEM 27D--SCHEDULE OF REPORTABLE TRANSACTIONS (A) FOR THE YEAR ENDED DECEMBER 31, 1997 (EMPLOYER IDENTIFICATION NUMBER 62-1378182, PLAN NUMBER 001)
PURCHASES --------------------------------- PURCHASE PRICE AND DESCRIPTION OF INVESTMENTS, INCLUDING CURRENT VALUE OF MATURITY DATE, RATE OF INTEREST, NUMBER OF ASSET ON IDENTITY OF PARTY INVOLVED COLLATERAL, AND PAR OR MATURITY VALUE TRANSACTIONS TRANSACTION DATE(B) - -------------------------------- -------------------------------------------- ------------ ------------------ American Century Mutual Funds Twentieth Century Ultra Fund 234 $1,277,722 *SunBank Capital Management, N.A. STI Classic Balanced Fund 199 484,118 *SunBank Capital Management, N.A. STI Classic Capital Growth Fund 237 730,087 *SunBank Capital Management, N.A. SunTrust Employee Benefit Stable Asset Fund 289 1,033,141 *U.S. Xpress Enterprises, Inc. U.S. Xpress Enterprises Stock Fund 159 276,873 *The Plan Participant Loans 88 352,995
SALES ------------------------------------------------- SELLING PRICE AND CURRENT VALUE DESCRIPTION OF INVESTMENTS, INCLUDING OF ASSET ON MATURITY DATE, RATE OF INTEREST, NUMBER OF TRANSACTION COST OF NET IDENTITY OF PARTY INVOLVED COLLATERAL, AND PAR OR MATURITY VALUE TRANSACTIONS DATE (B) ASSETS GAIN - -------------------------------- -------------------------------------------- ------------ ------------- -------- ------- American Century Mutual Funds Twentieth Century Ultra Fund 195 $398,647 $337,818 $60,829 *SunBank Capital Management, N.A. STI Classic Balanced Fund 141 140,034 128,295 11,739 *SunBank Capital Management, N.A. STI Classic Capital Growth Fund 170 195,969 175,632 20,337 *SunBank Capital Management, N.A. SunTrust Employee Benefit Stable Asset Fund 272 556,285 515,106 41,179 *U.S. Xpress Enterprises, Inc. U.S. Xpress Enterprises Stock Fund 72 79,308 53,955 25,353 *The Plan Participant Loans 154 171,232 171,232 0
*Indicates a party-in-interest. (a) Represents a single transaction or a series of transactions in the same security that exceeds 5% of the fair value of plan assets at the beginning of the year. (b) The normal expenses associated with asset purchases and sales are included in the purchase and selling price and, therefore, are not shown separately. The accompanying notes are an integral part of this schedule. F-14 REQUIRED INFORMATION The U.S. Xpress Enterprises, Inc. XPRE$$AVINGS 401(K) PLAN (the "Plan") is subject to the Employee Retirement Income Security Act of 1974 ("ERISA"). Therefore, in lieu of the requirements of Items 1-3 of Form 11-K, the financial statements and schedules of the Plan for the two fiscal years ended December 31, 1997 and 1996, which have been prepared in accordance with the financial reporting requirements of ERISA, are attached hereto as Appendix I and incorporated herein by this reference. The consent of Arthur Andersen LLP is included in Appendix I to this annual report. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized. U.S. XPRE$$ ENTERPRISES, INC. XPRE$$AVINGS 401(K) PLAN By: /s/ Ray M. Harlin --------------------------------------- Member of U.S. Xpress Enterprises, Inc. Pension Committee Date: June 29, 1998 EX-23.1 2 CONSENT OF ARTHUR ANDERSEN CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation of our report dated May 29, 1998 included in this Form 11-K into U.S. Xpress Enterprises' previously filed Form S-8 Registration Statement File No. 33-91238 covering the U.S. Xpress Enterprises, Inc. Xpre$$avings 401(k) Plan. /s/ ARTHUR ANDERSEN LLP Chattanooga, Tennessee June 24, 1998 -----END PRIVACY-ENHANCED MESSAGE-----