1.	Organization and Operations

U.S. Xpress Enterprises, Inc. and its consolidated subsidiaries (collectively, the “Company”, “we”, “us”, “our”, and similar expressions) provide transportation services throughout the United States and Mexico, with a focus in the densely populated and economically diverse eastern half of the United States. The Company offers its customers a broad portfolio of services using its own asset-based truckload fleet and

third

-party carriers through our non-asset-based truck brokerage network. The Company has

two

reportable segments, Truckload and Brokerage. Our Truckload segment offers asset-based truckload services, including over-the-road (“OTR”) trucking and dedicated contract services. Our Brokerage segment is principally engaged in non-asset-based freight brokerage services, where loads are contracted to

third

-party carriers.

U.S. Xpress Enterprises, Inc. completed its initial public offering in

June 2018 (

the “IPO” or the “offering”). Prior to the offering U.S. Xpress Enterprises, Inc. was wholly owned by New Mountain Lake Holdings, LLC (“New Mountain Lake”). New Mountain Lake was formed on

October 12, 2007

solely for the purpose of taking U.S. Xpress Enterprises, Inc. private and holding

100%

ownership of U.S. Xpress Enterprises, Inc. Immediately prior to the effectiveness of the offering, we completed a series of transactions (collectively, the “Reorganization”) pursuant to which New Mountain Lake merged with and into the Company, with the Company continuing as the surviving corporation.

In connection with the Reorganization, we adopted the Second Amended and Restated Certificate of Incorporation of the Company, and converted into and exchanged the issued and outstanding membership units of New Mountain Lake immediately prior to the Reorganization for the Company’s common stock. We provided for the issuance of

4.6666667

shares of Class A common stock for each Class B non-voting membership unit in New Mountain Lake and

4.6666667

shares of Class B common stock for each Class A voting membership unit in New Mountain Lake. The holders of Class A common stock are entitled to

one

vote per share and the holders of Class B common stock are entitled to

five

votes per share. In the offering, the Company sold

16,668,000

shares of Class A common stock at a price of

$16

per share to the public and received net proceeds of

$245.2

million, after deducting underwriting discounts and commissions and offering expenses.

Under our Articles of Incorporation, our authorized capital stock consists of

140,000,000

shares of Class A common stock, par value

$0.01

per share,

35,000,000

shares of Class B common stock, par value

$0.01

per share, and

9,333,333

shares of preferred stock, the rights and preferences of which

may

be designated by the Board of Directors.