sc13dza

service advantage over medium-to-long haul rail and solo-driver truck service at a much lower cost than airfreight, while affording premium rates and improved utilization of equipment.

Arnold is a dry van truckload carrier headquartered in Florida with approximately 1,500 trucks, and offers regional, dedicated, and medium length-of-haul service primarily in the Northeast, Southeast, and Southwest United States.

Total is a dry van truckload carrier headquartered in Mississippi with approximately 600 trucks, and offers regional, dedicated, and medium length-of-haul services primarily in the eastern United States.

-----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, TQtzVSoNHRhhkOkjfYZhAhXDx0ni/In6SWQEkR5GLciFwqA84VMf5FADmX+NDIv1 8qylh61ZK0n7Dn//Xa4TRg== 0000950137-07-014068.txt : 20070912 0000950137-07-014068.hdr.sgml : 20070912 20070912173130 ACCESSION NUMBER: 0000950137-07-014068 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 36 FILED AS OF DATE: 20070912 DATE AS OF CHANGE: 20070912 GROUP MEMBERS: MAX FULLER FAMILY LIMITED PARTNERSHIP GROUP MEMBERS: MAX L. FULLER GROUP MEMBERS: NEW MOUNTAIN LAKE ACQUISITION COMPANY GROUP MEMBERS: NEW MOUNTAIN LAKE HOLDINGS, LLC GROUP MEMBERS: PATRICK E. QUINN GROUP MEMBERS: QUINN FAMILY PARTNERS SUBJECT COMPANY: 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: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-44771 FILM NUMBER: 071114012 BUSINESS ADDRESS: STREET 1: 4080 JENKINS ROAD CITY: CHATTANOOGA STATE: TN ZIP: 37421 BUSINESS PHONE: 4235103000 MAIL ADDRESS: STREET 1: 4080 JENKINS ROAD CITY: CHATTANOOGA STATE: TN ZIP: 37421 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: New Mountain Lake Acquisition CO CENTRAL INDEX KEY: 0001412044 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 3993 HOWARD HUGHES PARKWAY STREET 2: SUITE 250 CITY: LAS VEGAS STATE: NV ZIP: 89169-6754 BUSINESS PHONE: 423-255-9757 MAIL ADDRESS: STREET 1: 3993 HOWARD HUGHES PARKWAY STREET 2: SUITE 250 CITY: LAS VEGAS STATE: NV ZIP: 89169-6754 SC 13D/A 1 c18208bsc13dza.htm AMENDMENT TO SCHEDULE 13D sc13dza

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE TO

Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934

U.S. XPRESS ENTERPRISES, INC.
(Name of Subject Company (issuer))

NEW MOUNTAIN LAKE HOLDINGS, LLC
NEW MOUNTAIN LAKE ACQUISITION COMPANY
PATRICK E. QUINN
MAX L. FULLER
QUINN FAMILY PARTNERS
MAX FULLER FAMILY LIMITED PARTNERSHIP
(Names of Filing Persons (Offerors))

Class A Common Stock, Par Value $.01 per Share
(Title of Class of Securities)

90338N103
(CUSIP Number of Class of Securities)

Patrick E. Quinn
4080 Jenkins Road
Chattanooga, Tennessee 37421
Telephone: (423) 255-9757
Facsimile: (423) 510-4003

(Name, address, and telephone numbers of person authorized
to receive notices and communications on behalf of filing persons)

Copy to:
Mark Scudder, Esq.
David J. Routh, Esq.
Scudder Law Firm P.C., L.L.O.
411 South 13^th Street, 2^nd Floor
Lincoln, NE 68508
Telephone: (402) 435-3223
Facsimile: (402) 435-4239

Calculation of Filing Fee


Transaction valuation*		Amount of filing fee**
$191,704,936		$5,885.34

*		Estimated for purposes of calculating the filing fee only. This calculation assumes the purchase in cash of all outstanding shares of Class A Common Stock, par value $0.01 per share, of U.S. Xpress Enterprises, Inc. (the “Class A Shares”), other than Class A Shares already owned by the filing persons at a price of $20.10 per share and assumes the purchase of all Class A Shares issuable upon exercise of outstanding options. As of August 1, 2007, there were approximately 9,537,559 Class A Shares outstanding on a fully diluted basis (treating as outstanding all Class A Shares subject to outstanding options) not beneficially owned by the filing persons.

**		The filing fee is calculated by multiplying the transaction valuation by 0.0000307.

o		Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.


Amount Previously Paid:	Not applicable	Filing Party:	Not applicable
Form or Registration No.:	Not applicable	Dated Filed:	Not applicable

Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

	þ		third-party tender offer subject to rule 14d-1.

	o		issuer tender offer subject to Rule 13e-4.

	þ		going private transaction subject to Rule 13e-3.

	þ		Amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer: o


CUSIP No.		90338N103


1	NAMES OF REPORTING PERSONS I.R.S. Identification Nos. of above persons (entities only) New Mountain Lake Holdings, LLC


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) þ
	(b) o

3	SEC USE ONLY



4	SOURCE OF FUNDS (SEE INSTRUCTIONS)

	BK

5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION

	United States of America

		7	SOLE VOTING POWER

NUMBER OF			-0-

SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			-0-

EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			-0-

WITH		10	SHARED DISPOSITIVE POWER

			-0-

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	-0-

12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	0.0%

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	CO


CUSIP No.:		90338N103


1	NAMES OF REPORTING PERSONS. I.R.S. Identification Nos. of above persons (entities only) New Mountain Lake Acquisition Company


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) þ
	(b) o

3	SEC USE ONLY



4	SOURCE OF FUNDS (SEE INSTRUCTIONS)

	BK

5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION

	United States of America

		7	SOLE VOTING POWER

NUMBER OF			-0-

SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			-0-

EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			-0-

WITH		10	SHARED DISPOSITIVE POWER

			-0-

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	-0-

12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	0.0%

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	CO


CUSIP No.:		90338N103


1	NAMES OF REPORTING PERSONS. I.R.S. Identification Nos. of above persons (entities only) Patrick E. Quinn


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) þ
	(b) o

3	SEC USE ONLY



4	SOURCE OF FUNDS (SEE INSTRUCTIONS)

	BK

5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION

	United States of America

		7	SOLE VOTING POWER

NUMBER OF			3,043,978 (1)

SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			300,000 (2)

EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			2,975,228 (3)

WITH		10	SHARED DISPOSITIVE POWER

			300,000 (2)

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	3,343,978 (4)

12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	21.4%(5)

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	IN


⁽¹⁾		Comprised of (i) 1,372,105 shares of Class A Common Stock, par value $0.01 per share (the “Class A Shares”), of U.S. Xpress Enterprises, Inc. (“U.S. Xpress”) owned directly by Patrick E. Quinn, (ii) 68,750 unvested restricted Class A Shares granted to Mr. Quinn as to which Mr. Quinn exercises voting power, (iii) currently exercisable options to purchase 80,000 Class A Shares, (iv) 1,520,131 shares of Class B Common Stock, par value $0.01 per share (the “Class B Shares”) owned directly by Patrick E. Quinn, and (v) 2,992 Class A Shares held in Mr. Quinn’s 401(k) account (with the number of Class A Shares being equal to Mr. Quinn’s September 7, 2007 account balance (the latest balance available under the XPRE$$AVINGS 401(k) Plan) divided by the closing price on September 7, 2007). The employer’s stock fund of the XPRE$$AVINGS 401(k) Plan is unitized and as such does not itself allocate a specific number of Class A Shares to each participant.

⁽²⁾		Comprised of 300,000 Class A Shares owned by Quinn Family Partners. Mr. Quinn’s spouse holds the sole power to vote and dispose of such Class A Shares as the Managing Partner of Quinn Family Partners.

⁽³⁾		Comprised of (i) 1,372,105 Class A Shares owned directly by Patrick E. Quinn, (ii) currently exercisable options to purchase 80,000 Class A Shares, (iii) 1,520,131 Class B Shares owned directly by Patrick E. Quinn, and (iv) 2,992 Class A Shares held in Mr. Quinn’s 401(k) account (with the number of Class A Shares being equal to Mr. Quinn’s September 7, 2007 account balance (the latest balance available under the XPRE$$AVINGS 401(k) Plan) divided by the closing price on September 7, 2007).

⁽⁴⁾		Comprised of (i) 1,372,105 Class A Shares owned directly by Patrick E. Quinn, (ii) 68,750 unvested restricted Class A Shares granted to Mr. Quinn as to which Mr. Quinn exercises voting power, (iii) currently exercisable options to purchase 80,000 Class A Shares, (iv) 1,520,131 Class B Shares owned directly by Patrick E. Quinn, (v) 2,992 Class A Shares held in Mr. Quinn’s 401(k) account (with the number of Class A Shares being equal to Mr. Quinn’s September 7, 2007 account balance (the latest balance available under the XPRE$$AVINGS 401(k) Plan) divided by the closing price on September 7, 2007), and (vi) 300,000 Class A Shares owned by Quinn Family Partners. Mr. Quinn’s spouse holds the sole power to vote and dispose of such Class A Shares as the Managing Partner of Quinn Family Partners.

⁽⁵⁾		Based on 12,508,228 Class A Shares and 3,040,262 Class B Shares, in each case outstanding as of August 1, 2007. In computing this percentage, the currently exercisable options to purchase 80,000 Class A Shares are also included in the outstanding Class A Shares. The Class B Shares are entitled to two votes per share so long as the Class B Shares are owned by Patrick E. Quinn or Max L. Fuller, or certain members of their immediate families. In the event that any Class B Shares cease to be owned by the foregoing, then such shares that are no longer so owned are automatically converted to Class A Shares. The Class B Shares are not registered under Section 12 of the Securities Exchange Act of 1934.


CUSIP No.		90338N103


1	NAMES OF REPORTING PERSONS I.R.S. Identification Nos. of above persons (enitities only) Max L. Fuller


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) þ
	(b) o

3	SEC USE ONLY



4	SOURCE OF FUNDS (SEE INSTRUCTIONS)

	BK

5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION

	United States of America

		7	SOLE VOTING POWER

NUMBER OF			2,870,294 (1)

SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			344,916 (2)

EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			2,801,544 (3)

WITH		10	SHARED DISPOSITIVE POWER

			344,916 (2)

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	3,215,210 (4)

12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	20.6%(5)

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	IN


⁽¹⁾		Comprised of (i) 1,190,084 Class A Shares owned directly by Max L. Fuller, (ii) 68,750 unvested restricted Class A Shares granted to Mr. Fuller as to which Mr. Fuller exercises voting power, (iii) currently exercisable options to purchase 80,000 Class A Shares, (iv) 1,520,131 Class B Shares owned directly by Max L. Fuller, and (v) 11,329 Class A Shares held in Mr. Fuller’s 401(k) account (with the number of Class A Shares being equal to Mr. Fuller’s September 7, 2007 account balance (the latest balance available under the XPRE$$AVINGS 401(k) Plan) divided by the closing price on September 7, 2007). The employer’s stock fund of the XPRE$$AVINGS 401(k) Plan is unitized and as such does not itself allocate a specific number of Class A Shares to each participant.

⁽²⁾		Comprised of 344,916 Class A Shares owned by the Max Fuller Family Limited Partnership. Mr. Fuller’s spouse holds the sole power to vote and dispose of such Class A Shares as the General Partner of the Max Fuller Family Limited Partnership.

⁽³⁾		Comprised of (i) 1,190,084 Class A Shares owned directly by Max L. Fuller, (ii) currently exercisable options to purchase 80,000 Class A Shares, (iii) 1,520,131 Class B Shares owned directly by Max L. Fuller, and (iv) 11,329 Class A Shares held in Mr. Fuller’s 401(k) account (with the number of Class A Shares being equal to Mr. Fuller’s September 7, 2007 account balance (the latest balance available under the XPRE$$AVINGS 401(k) Plan) divided by the closing price on September 7, 2007).

⁽⁴⁾		Comprised of (i) 1,190,084 Class A Shares owned directly by Max L. Fuller, (ii) 68,750 unvested restricted Class A Shares granted to Mr. Fuller as to which Mr. Fuller exercises voting power, (iii) currently exercisable options to purchase 80,000 Class A Shares, (iv) 1,520,131 Class B Shares owned directly by Max L. Fuller, (v) 11,329 Class A Shares held in Mr. Fuller’s 401(k) account (with the number of Class A Shares being equal to Mr. Fuller’s September 7, 2007 account balance (the latest balance available under the XPRE$$AVINGS 401(k) Plan) divided by the closing price on September 7, 2007), and (vi) 344, Class A Shares owned by the Max Fuller Family Limited Partnership. Mr. Fuller’s spouse holds the sole power to vote and dispose of such Class A Shares as the General Partner of the Max Fuller Family Limited Partnership.

⁽⁵⁾		Based on 12,508,228 Class A Shares and 3,040,262 Class B Shares, in each case outstanding as of August 1, 2007. In computing this percentage, the currently exercisable options to purchase 80,000 Class A Shares are also included in the outstanding Class A Shares. The Class B Shares are entitled to two votes per share so long as the Class B Shares are owned by Patrick E. Quinn or Max L. Fuller, or certain members of their immediate families. In the event that any Class B Shares cease to be owned by the foregoing, then such shares that are no longer so owned are automatically converted to Class A Shares. The Class B Shares are not registered under Section 12 of the Securities Exchange Act of 1934.


CUSIP No.:		90338N103

NAMES OF REPORTING PERSONS. I.R.S. Identification Nos. of above persons (entities only)

Quinn Family Partners

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a) þ

(b) o

SEC USE ONLY

SOURCE OF FUNDS (SEE INSTRUCTIONS)

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

United States of America

SOLE VOTING POWER

NUMBER OF

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

300,000 (1)

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

WITH

SHARED DISPOSITIVE POWER

300,000 (1)

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

300,000 (1)

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

1.9% (2)

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)


⁽¹⁾		Comprised of 300,000 Class A Shares owned by Quinn Family Partners. Mr. Quinn’s spouse holds the sole power to vote and dispose of such Class A Shares as the Managing Partner of Quinn Family Partners.

⁽²⁾		Based on 12,508,228 Class A Shares and 3,040,262 Class B Shares, in each case outstanding as of August 1, 2007. The Class B Shares are entitled to two votes per share so long as the Class B Shares are owned by Patrick E. Quinn or Max L. Fuller, or certain members of their immediate families. In the event that any Class B Shares cease to be owned by the foregoing, then such shares that are no longer so owned are automatically converted to Class A Shares. The Class B Shares are not registered under Section 12 of the Securities Exchange Act of 1934.


CUSIP No.:		90338N103

NAMES OF REPORTING PERSONS. I.R.S. Identification Nos. of above persons (entities only)

Max Fuller Family Limited Partnership

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a) þ

(b) o

SEC USE ONLY

SOURCE OF FUNDS (SEE INSTRUCTIONS)

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

United States of America

SOLE VOTING POWER

NUMBER OF

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

344,916 (1)

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

WITH

SHARED DISPOSITIVE POWER

344,916 (1)

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

344,916 (1)

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

2.2%(2)

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)


⁽¹⁾		Comprised of 344,916 Class A Shares owned by the Max Fuller Family Limited Partnership and as to which Max L. Fuller shares voting and investment power as a result of his relationship with his wife, who holds the sole power to vote and dispose of such Class A Shares as the General Partner of the Max Fuller Family Limited Partnership.

⁽²⁾		Based on 12,508,228 Class A Shares and 3,040,262 Class B Shares, in each case outstanding as of August 1, 2007. The Class B Shares are entitled to two votes per share so long as the Class B Shares are owned by Patrick E. Quinn or Max L. Fuller, or certain members of their immediate families. In the event that any Class B Shares cease to be owned by the foregoing, then such shares that are no longer so owned are automatically converted Class A Shares. The Class B Shares are not registered under Section 12 of the Securities Exchange Act of 1934.

This Tender Offer Statement and Schedule 13E-3 Transaction Statement on Schedule TO (this "Schedule TO”) relates to the tender offer by New Mountain Lake Acquisition Company, a Nevada corporation (“Purchaser”) and a wholly owned subsidiary of New Mountain Lake Holdings, LLC, a Nevada limited liability company (“Holding Company”), to purchase for cash all outstanding shares of Class A Common Stock, par value $0.01 per share (the “Class A Shares”), of U.S. Xpress Enterprises, Inc., a Nevada corporation, at a price of $20.10 per Class A Share, net to the seller in cash (the “Offer Price”), without interest thereon and less any required withholding taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase, a copy of which is attached hereto as Exhibit (a)(1)(i), and in the related Letter of Transmittal, a copy of which is attached hereto as Exhibit (a)(1)(ii) (which, together with the Offer to Purchase, any amendments or supplements thereto, collectively constitute the “Offer”).

This Schedule TO also amends and supplements the Amendment No. 2 to Schedule 13D filed by Purchaser, Holding Company, Max L. Fuller, Patrick E. Quinn, Quinn Family Partners, and the Max Fuller Family Limited Partnership on September 11, 2007.

The information set forth in the Offer to Purchase, including all schedules and annexes thereto, is hereby expressly incorporated herein by reference in response to all the items of this Schedule TO, except as otherwise set forth below.

ITEM 1. SUMMARY TERM SHEET.

The information set forth in the “Summary Term Sheet” in the Offer to Purchase is incorporated herein by reference.

ITEM 2. SUBJECT COMPANY INFORMATION.

(a) The name of the subject company is U.S. Xpress Enterprises, Inc., a Nevada corporation (“U.S. Xpress”). U.S. Xpress’s principal executive offices are located at 4080 Jenkins Road, Chattanooga, Tennessee 37421 and its telephone number is (423) 510-3308. In addition, the information set forth in “The Tender Offer — Section 7. Certain Information Concerning U.S. Xpress” of the Offer to Purchase is incorporated herein by reference.

(b) This Schedule TO relates to Purchaser’s offer to purchase all outstanding Class A Shares, other than Class A Shares already owned by Purchaser, Holding Company, Patrick E. Quinn, Max L. Fuller, Quinn Family Partners, and the Max Fuller Family Limited Partnership. According to U.S. Xpress, as of August 1, 2007, there were 12,508,228 Class A Shares issued and outstanding, including 378,130 restricted Class A Shares, and, as of August 1, 2007, there were outstanding options to purchase an aggregate of 548,115 Class A Shares. Additionally, the information set forth on the cover page and in “Introduction” of the Offer to Purchase is incorporated herein by reference.

(c) The information set forth in “The Tender Offer — Section 6. Price Range of the Class A Shares” of the Offer to Purchase is incorporated herein by reference.

ITEM 3. IDENTITY AND BACKGROUND OF FILING PERSON.

(a), (b) This Schedule TO is filed by Purchaser, Holding Company, Patrick E. Quinn, Max L. Fuller, Quinn Family Partners, and the Max Fuller Family Limited Partnership. The information set forth in "Summary Term Sheet” and “The Tender Offer — Section 8. Certain Information Concerning Purchaser, Holding Company, and the Continuing Investors” of the Offer to Purchase and on Schedule A thereto is incorporated herein by reference.

(c) The information set forth in “The Tender Offer — Section 8. Certain Information Concerning Purchaser, Holding Company, and the Continuing Investors” of the Offer to Purchase and on Schedule A thereto is incorporated herein by reference. During the last five years, none of Purchaser, Holding Company, Patrick E. Quinn, Max L. Fuller, Quinn Family Partners, or the Max Fuller Family Limited Partnership, nor, to the best of their knowledge, any of the persons listed in Schedule A to the Offer to Purchase has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), and (ii) none of Purchaser, Holding Company, Patrick E. Quinn, Max L. Fuller, Quinn Family Partners, or the Max Fuller Family Limited Partnership, nor, to the best of their knowledge, any of the persons listed in Schedule A to the Offer to Purchase has, during the past five (5) years, been a party to any judicial or administrative proceeding (except for matters that were dismissed without sanction or settlement) that resulted in a judgment, decree, or final order enjoining the person from future violations of, or prohibiting activities subject to, federal or state securities

laws, or a finding of any violation of federal or state securities laws. Unless otherwise noted on Schedule A to the Offer to Purchase, the persons listed on Schedule A to the Offer to Purchase are citizens of the United States.

ITEM 4. TERMS OF THE TRANSACTION.

(a) The information set forth in “Summary Term Sheet”, “Introduction”, “Special Factors — Section 2. Purpose of the Offer; Purchaser’s Plans for U.S. Xpress; Consideration of Alternatives”, “Special Factors — Section 3. Certain Effects of the Offer and Merger”, “The Tender Offer — Section 1. Terms of the Offer”, “The Tender Offer — Section 2. Acceptance for Payment and Payment for Class A Shares”, “The Tender Offer — Section 3. Procedures for Tendering Class A Shares”, “The Tender Offer — Section 4. Rights of Withdrawal”, and “The Tender Offer — Section 5. Material United States Federal Income Tax Consequences of the Offer and Merger” of the Offer to Purchase is incorporated herein by reference.

ITEM 5. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.

(a) The information set forth in “Special Factors — Section 8. Transactions and Arrangements Concerning the Class A Shares” and “Special Factors — Section 9. Related Party Transactions” of the Offer to Purchase is incorporated herein by reference. Except as disclosed above in this Item 5(a), during the past two years, there have been no transactions that would be required to be disclosed under this Item 5(a) between any of Purchaser, Holding Company, Patrick E. Quinn, Max L. Fuller, Quinn Family Partners, the Max Fuller Family Limited Partnership or, to the best knowledge of Purchaser, Holding Company, Patrick E. Quinn, Max L. Fuller, Quinn Family Partners, and the Max Fuller Family Limited Partnership, any of the persons listed on Schedule A to the Offer to Purchase, and U.S. Xpress or any of its executive officers, directors, or affiliates.

(b) The information set forth in “Introduction”, “Special Factors — Section 1. Background of the Offer” and “Special Factors — Section 8. Transactions and Arrangements Concerning the Class A Shares” of the Offer to Purchase is incorporated herein by reference. Except as set forth in “Introduction”, “Special Factors — Section 1. Background of the Offer”, and “Special Factors — Section 8. Transactions and Arrangements Concerning the Class A Shares” of the Offer to Purchase, there have been no negotiations, transactions, or material contacts during the past two years which would be required to be disclosed under this Item 5(b) between any of Purchaser, Holding Company, Patrick E. Quinn, Max L. Fuller, Quinn Family Partners, the Max Fuller Family Limited Partnership, or, to the best knowledge of Purchaser, Holding Company, Patrick E. Quinn, Max L. Fuller, Quinn Family Partners, and the Max Fuller Family Limited Partnership, any of the persons listed on Schedule A to the Offer to Purchase, and U.S. Xpress or its affiliates concerning a merger, consolidation, or acquisition, a tender offer or other acquisition of securities of U.S. Xpress, an election of directors of U.S. Xpress, or a sale or other transfer of a material amount of assets of U.S. Xpress.

ITEM 6. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS.

(a) The information set forth in “Special Factors — Section 1. Background of the Offer” and “Special Factors — Section 2. Purpose of the Offer; Purchaser‘s Plans for U.S. Xpress; Consideration of Alternatives” of the Offer to Purchase is incorporated herein by reference.

(c)(1)-(7) The information set forth in “Summary Term Sheet”, “Introduction”, “Special Factors — Section 1. Background of the Offer”, “Special Factors — Section 2. Purpose of the Offer; Purchaser‘s Plans for U.S. Xpress; Consideration of Alternatives”, “Special Factors — Section 3. Certain Effects of the Offer and Merger”, “Special Factors — Section 6. Conduct of the Business of U.S. Xpress if the Offer is not Completed”, “Special Factors — Section 7. Appraisal Rights”, “The Tender Offer — Section 12. Effect of the Offer on the Market for the Class A Shares; NASDAQ Listing; Exchange Act Registration; Margin Regulations”, and “The Tender Offer — Section 10. Dividends and Distributions” of the Offer to Purchase is incorporated herein by reference.

ITEM 7. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

(a), (b), (d) The information set forth in “Summary Term Sheet”, “Questions and Answers about the Offer”, “Introduction”, “Special Factors — Section 1. Background of the Offer”, “The Tender Offer —Section 9. Source and

Amount of Funds”, and “The Tender Offer — Section 11. Conditions of the Offer” of the Offer to Purchase is incorporated herein by reference.

ITEM 8. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.

(a) The information set forth on the cover page and in “Introduction”, “Special Factors — Section 1. Background of the Offer”, “Special Factors — Section 8. Transactions and Arrangements Concerning the Class A Shares”, “The Tender Offer — Section 8. Certain Information Concerning Purchaser, Holding Company, and the Continuing Investors”, and Schedule B of the Offer to Purchase is incorporated herein by reference.

(b) Other than as set forth on Schedule B of the Offer to Purchase, and other than ordinary course purchases or sales under U.S. Xpress’s 1993 Incentive Stock Plan, 1995 Non-Employee Directors Stock Award and Option Plan, 2002 Incentive Stock Plan, 2003 Non-Employee Directors Stock Award and Option Plan, 2006 Omnibus Incentive Plan, 2003 Employee Stock Purchase Plan, and the XPRE$$ SAVINGS 401(k) Plan, (collectively, the “Company Plans”), no transactions in the Class A Shares have been effected during the past sixty (60) days by Purchaser, Holding Company, Patrick E. Quinn, Max L. Fuller, Quinn Family Partners, or the Max Fuller Family Limited Partnership, or, to the best of their knowledge, any associate or majority-owned subsidiary of any of the foregoing, U.S. Xpress, the Company Plans, or any person listed in Schedule A of the Offer to Purchase.

ITEM 9. PERSONS/ASSETS, RETAINED, EMPLOYED, COMPENSATED OR USED.

(a) The information set forth in “Introduction”, “Special Factors — Section 1. Background to the Offer”, and “The Tender Offer — Section 14. Fees and Expenses” of the Offer to Purchase is incorporated herein by reference.

ITEM 10. FINANCIAL STATEMENTS.

(a) Not applicable. (The information set forth in “The Tender Offer — Section 8. Certain Information Concerning Purchaser, Holding Company, and the Continuing Investors” of the Offer to Purchase is incorporated herein by reference).

(b) Not applicable. (The information set forth in “The Tender Offer — Section 8. Certain Information Concerning Purchaser, Holding Company, and the Continuing Investors” of the Offer to Purchase is incorporated herein by reference).

ITEM 11. ADDITIONAL INFORMATION.

(a) (1) The information set forth in “Special Factors — Section 1. Background to the Offer” of the Offer to Purchase is incorporated herein by reference.

(a)(2) The information set forth in “The Tender Offer — Section 2. Acceptance for Payment and Payment for Class A Shares”, “The Tender Offer — Section 3. Procedures for Tendering Class A Shares”, “The Tender Offer — Section 11. Conditions to the Offer”, and “The Tender Offer — Section 13. Certain Legal Matters; Regulatory Approvals” of the Offer to Purchase is incorporated herein by reference.

(a)(3) The information set forth in “Summary Term Sheet”, “Questions and Answers about the Offer”, “Introduction”, “Special Factors — Section 6. Conduct of the Business of U.S. Xpress if the Offer is not Completed”, “The Tender Offer — Section 11. Conditions to the Offer”, and “The Tender Offer — Section 13. Certain Legal Matters; Regulatory Approvals” of the Offer to Purchase is incorporated herein by reference.

(a)(4) The information set forth in “Special Factors — Section 3. Certain Effects of the Offer and Merger” and “The Tender Offer — Section 12. Effect of the Offer on the Market for the Class A Shares; NASDAQ Listing; Exchange Act Registration; Margin Regulations” of the Offer to Purchase is incorporated herein by reference.

(a)(5) Not applicable.

(b) The information set forth in the Letter of Transmittal and in “Special Factors — Section 5. Preliminary Report of Stifel Nicolaus to Purchaser” and “The Tender Offer — Section 7. Certain Information Concerning U.S. Xpress” of the Offer to Purchase is incorporated herein by reference.

ITEM 12. EXHIBITS.


(a)(1)(i)		Offer to Purchase dated September 12, 2007.

(a)(1)(ii)		Letter of Transmittal.

(a)(1)(iii)		Notice of Guaranteed Delivery.

(a)(1)(iv)		Letter from the Dealer Manager to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.

(a)(1)(v)		Form of Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.

(a)(1)(vi)		Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.

(a)(1)(vii)		Form of Summary Advertisement, published in Investor’s Business Daily on September 12, 2007.

(a)(1)(viii)		Trustee Direction Form.

(a)(1)(ix)		Form of Letter to Participants in U.S. Xpress’s 401(K) Retirement and Savings Plan.

(a)(1)(x)		Text of Press Release issued by Patrick E. Quinn and Max L. Fuller, on behalf of their corporation, Mountain Lake Acquisition Company on June 22, 2007 (incorporated by reference to Exhibit 99.1 of the Schedule TO filed by Mountain Lake Holding Company, Mountain Lake Acquisition Company, Patrick E. Quinn, and Max L. Fuller on June 22, 2007) (File No. 005-44771).

(a)(1)(xi)		Memorandum, including questions and answers, made available by Patrick E. Quinn and Max L. Fuller to U.S. Xpress Enterprises, Inc.’s employees, dated June 22, 2007 (incorporated by reference to Exhibit 99.3 of Schedule TO filed by Mountain Lake Holding Company, Mountain Lake Acquisition Company, Patrick E. Quinn, and Max L. Fuller on June 22, 2007) (File No. 005-44771).

(a)(1)(xii)		Proposal letter to the Board of Directors of U.S. Xpress Enterprises, Inc. from Patrick E. Quinn and Max L. Fuller, on behalf of their corporation, Mountain Lake Acquisition Company, on June 22, 2007 (incorporated by reference to Exhibit 99.1 of Schedule TO filed by Mountain Lake Holding Company, Mountain Lake Acquisition Company, Patrick E. Quinn, and Max L. Fuller on June 22, 2007 (File No. 005-44771)).

(a)(1)(xiii)		Text of Press Release issued by Patrick E. Quinn and Max L. Fuller, on behalf of their corporation, New Mountain Lake Acquisition Company, on September 10, 2007 (incorporated by reference to Exhibit 99.1 of Schedule TO filed by New Mountain Lake Holdings, LLC, New Mountain Lake Acquisition Company, Quinn Family Partners, Max Fuller Family Limited Partnership, Patrick E. Quinn, and Max L. Fuller on September 11, 2007 (File No. 005-44771)).

(a)(5)		Complaint of Ronald S. Wiesenthal, individually and on behalf of all others similarly situated, against U.S. Xpress Enterprises, Inc., et al., Case No. 07 01958, filed in the District Court of Washoe County, Nevada on August 28, 2007.

(b)(i)		Financing Commitment letter, dated June 22, 2007, from SunTrust Bank and SunTrust Capital Markets Inc. to Mountain Lake Acquisition Company (incorporated by reference to Exhibit 4 of Schedule 13D filed by Patrick E. Quinn, Max L. Fuller, Quinn Family Partnership, Max Fuller Limited Partnership, LLP, and Mountain Lake Acquisition Company on June 22, 2007 (as amended by Amendment No. 1 to Schedule 13D filed on June 25, 2007) (File No. 005-44771)).

(b)(ii)		Restated Financing Commitment letter, dated September 7, 2007, from SunTrust Bank and SunTrust Robinson Humphrey, Inc. to New Mountain Lake Acquisition Company (incorporated by reference to Exhibit 2 of Amendment No. 2 to Schedule 13D filed by New Mountain Lake Holdings, LLC, New Mountain Lake Acquisition Company, Patrick E. Quinn, Max L. Fuller, Quinn Family Partners, and the Max Fuller Family Limited Partnership on September 11, 2007 (File No. 005-44771)).

(d)(i)		Agreement of Right of First Refusal with regard to Class B Shares of U.S. Xpress dated May 11, 1994, by and between Max L. Fuller and Patrick E. Quinn (incorporated by reference to U.S. Xpress’s Registration Statement on Form S-1, filed on May 20, 1994 (File No. 33-79208)).


(d)(ii)		Salary Continuation Agreement dated June 10, 1993, by and between U.S. Xpress and Max L. Fuller (incorporated by reference to U.S. Xpress’s Registration Statement on Form S-1, filed on May 20, 1994 (File No. 33-79208)).

(d)(iii)		Salary Continuation Agreement dated June 10, 1993, by and between U.S. Xpress and Patrick E. Quinn (incorporated by reference to U.S. Xpress’s Registration Statement on Form S-1, filed on May 20, 1994 (File No. 33-79208)).

(d)(iv)		Lease dated January 28, 1994, by and between Patrick E. Quinn and Max L. Fuller, as lessors, and U.S. Xpress, as lessee, for certain real property situated in the County of Whitfield, State of Georgia (incorporated by reference to U.S. Xpress’s quarterly report on Form 10-Q, filed on November 9, 2004 (File No. 000-24806)).

(d)(v)		Assignment of Lease and Estoppel Agreement dated August 31, 1995, by and among Patrick E. Quinn, Max L. Fuller, Q & F Realty, LLC, and U.S. Xpress, for certain real property situated in the County of Whitfield, State of Georgia (incorporated by reference to U.S. Xpress’s quarterly report on Form 10-Q, filed on November 9, 2004 (File No. 000-24806)).

(d)(vi)		Amendment to Lease dated December 1, 1995, by and between Q & F Realty, LLC and U.S. Xpress, for certain real property situated in the County of Whitfield, State of Georgia (incorporated by reference to U.S. Xpress’s quarterly report on Form 10-Q, filed on November 9, 2004 (File No. 000-24806)).

(d)(vii)		Lease dated January 28, 1994, by and between Patrick E. Quinn and Max L. Fuller, as lessors, and U.S. Xpress, as lessee, for certain real property situated in the County of Canadian, State of Oklahoma (incorporated by reference to U.S. Xpress’s quarterly report on Form 10-Q, filed on November 9, 2004 (File No. 000-24806)).

(d)(viii)		Assignment of Lease and Estoppel Agreement dated August 31, 1995, by and among Patrick E. Quinn, Max L. Fuller, Q & F Realty, LLC, and U.S. Xpress, for certain real property situated in the County of Canadian, State of Oklahoma (incorporated by reference to U.S. Xpress’s quarterly report on Form 10-Q, filed on November 9, 2004 (File No. 000-24806)).

(d)(ix)		Lease dated March 1, 1994, by and between Patrick E. Quinn and Max L. Fuller, as lessors, and Crown Transport Systems, Inc., as lessee, for certain real property situated in the County of Whitfield, State of Georgia (incorporated by reference to U.S. Xpress’s quarterly report on Form 10-Q, filed on November 9, 2004 (File No. 000-24806)).

(d)(x)		Assignment of Lease and Estoppel Agreement dated August 31, 1995, by and among Patrick E. Quinn, Max L. Fuller, Q & F Realty, LLC, and Crown Transport Systems, Inc., for certain real property situated in the County of Whitfield, State of Georgia (incorporated by reference to U.S. Xpress’s quarterly report on Form 10-Q, filed on November 9, 2004 (File No. 000-24806)).

(d)(xi)		Certified Resolutions of the Special Review Committee of the Board of Directors of U.S. Xpress Enterprises, Inc. adopted at a meeting held on July 27, 2007.

(d)(xii)		Escrow Agreement dated August 23, 2007, by and among the Company, LaSalle Bank National Association, James E. Hall, Robert J. Sudderth, John W. Murrey, III, Max L. Fuller and Patrick E. Quinn.

(d)(xiii)		Indemnification Agreement dated August 9, 2007, by and between the Company and Max L. Fuller.

(d)(xiv)		Indemnification Agreement dated August 9, 2007, by and between the Company and Patrick E. Quinn.

(g)		Not applicable.

(h)		Not applicable.

ITEM 13. INFORMATION REQUIRED BY SCHEDULE 13E-3.

ITEM 2. SUBJECT COMPANY INFORMATION.

(d) The information set forth in “The Tender Offer — Section 10. Dividends and Distributions” of the Offer to Purchase is incorporated herein by reference.

(e) The information set forth in “Special Factors — Section 1. Background of the Offer” and “Special Factors — Section 8. Transactions and Arrangements Concerning the Class A Shares” of the Offer to Purchase is incorporated herein by reference.

(f) The information set forth in “Special Factors — Section 8. Transactions and Arrangements Concerning the Class A Shares” and “Schedule B — Security Ownership of Certain Beneficial Owners” of the Offer to Purchase is incorporated herein by reference.

ITEM 4. TERMS OF THE TRANSACTION.

(d) The information set forth in “Special Factors —Section 7. Appraisal Rights” of the Offer to Purchase is incorporated herein by reference.

(e) None.

(f) Not applicable.

ITEM 5. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.

(c) The information set forth in “Introduction”, “Special Factors — Section 1. Background of the Offer”, “Special Factors — Section 8. Transactions and Arrangements Concerning the Class A Shares”, and “Special Factors — Section 9. Related Party Transactions” of the Offer to Purchase is incorporated herein by reference.

(e) The information set forth in “Special Factors — Section 8. Transactions and Arrangements Concerning the Class A Shares” of the Offer to Purchase is incorporated herein by reference.

ITEM 6. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS.

(b) The information set forth in “Special Factors — Section 2. Purpose of the Offer; Purchaser’s Plans for U.S. Xpress; Consideration of Alternatives” and “Special Factors — Section 3. Certain Effects of the Offer and Merger” of the Offer to Purchase is incorporated herein by reference.

(c)(8) The information set forth in “Special Factors — Section 2. Purpose of the Offer; Purchaser’s Plans for U.S. Xpress; Consideration of Alternatives”, “Special Factors — Section 3. Certain Effects of the Offer and Merger”, and “The Tender Offer — Section 12. Effect of the Offer on the Market for the Class A Shares; NASDAQ Listing; Exchange Act Registration; Margin Regulations” of the Offer to Purchase is incorporated herein by reference.

ITEM 7. PURPOSES, ALTERNATIVES, REASONS AND EFFECTS.

(a) The information set forth in “Special Factors — Section 1. Background of the Offer” and “Special Factors — Section 2. Purpose of the Offer; Purchaser’s Plans for U.S. Xpress; Consideration of Alternatives” of the Offer to Purchase is incorporated herein by reference.

(b) The information set forth in “Special Factors — Section 1. Background of the Offer”, “Special Factors —Section 2. Purpose of the Offer; Purchaser’s Plans for U.S. Xpress; Consideration of Alternatives”, and “Special Factors — Section 4. Position of Purchaser, Holding Company, and the Continuing Investors Regarding Fairness of the Offer and the Merger” of the Offer to Purchase is incorporated herein by reference.

(c) The information set forth in “Special Factors — Section 1. Background of the Offer”, “Special Factors —Section 2. Purpose of the Offer; Purchaser’s Plans for U.S. Xpress; Consideration of Alternatives”, and “Special Factors — Section 4. Position of Purchaser, Holding Company, and the Continuing Investors Regarding Fairness of the Offer and the Merger” of the Offer to Purchase is incorporated herein by reference.

(d) The information set forth in “Special Factors — Section 2. Purpose of the Offer; Purchaser’s Plans for U.S. Xpress; Consideration of Alternatives”, “Special Factors — Section 3. Certain Effects of the Offer and Merger”, “Special Factors — Section 4. Position of Purchaser, Holding Company, and the Continuing Investors Regarding Fairness of the Offer and the Merger”, “The Tender Offer — Section 3. Procedures for Tendering Class A Shares”, “The Tender Offer — Section 5. Material United States Federal Income Tax Consequences of the Offer and Merger” and “The Tender Offer — Section 12. Effect of the Offer on the Market for the Class A Shares; NASDAQ Listing; Exchange Act Registration; Margin Regulations” of the Offer to Purchase is incorporated herein by reference.

ITEM 8. FAIRNESS OF THE TRANSACTION.

(a)-(e) The information set forth in “Introduction”, “Special Factors — Section 1. Background of the Offer”, “Special Factors — Section 2. Purpose of the Offer; Purchaser‘s Plans for U.S. Xpress; Consideration of Alternatives”, “Special Factors — Section 4. Position of Purchaser, Holding Company, and the Continuing Investors Regarding Fairness of the Offer and the Merger”, “The Tender Offer — Section 1. Terms of the Offer”, “The Tender Offer — Section 11. Conditions to the Offer” of the Offer to Purchase is incorporated herein by reference.

(f) Not applicable.

ITEM 9. REPORTS, OPINIONS, APPRAISALS AND CERTAIN NEGOTIATIONS.

(a)-(c) The information set forth in “Special Factors — Section 1. Background to the Offer”, “Special Factors — Section 4. Position of the Purchaser, Holding Company, and the Continuing Investors Regarding Fairness of the Offer and the Merger”, “Special Factors — Section 5. Preliminary Report of Stifel Nicolaus to Purchaser”, and “The Tender Offer — Section 14. Fees and Expenses” of the Offer to Purchase is incorporated herein by reference.

ITEM 10. SOURCE AND AMOUNTS OF FUNDS OR OTHER CONSIDERATION.

(c) The information set forth in “The Tender Offer — Section 14. Fees and Expenses” of the Offer to Purchase is incorporated herein by reference.

ITEM 12. THE SOLICITATION OR RECOMMENDATION.

(d), (e) The information set forth in “Special Factors — Section 1. Background of the Offer” and “Special Factors — Section 8. Transactions and Arrangements Concerning the Class A Shares” of the Offer to Purchase is incorporated herein by reference.

ITEM 13. FINANCIAL INFORMATION.

(a)(1)-(2), (4), (b) The information set forth in “The Tender Offer — Section 7. Certain Information Concerning U.S. Xpress” of the Offer to Purchase is incorporated herein by reference. In addition, U.S. Xpress’s Annual Report on Form 10-K for the fiscal year ended December 31, 2006 and U.S. Xpress’s Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31, 2007 and June 30, 2007 are incorporated herein by reference.

(a)(3) Not applicable.

ITEM 14. PERSONS/ASSETS, RETAINED, EMPLOYED, COMPENSATED OR USED.

(b) The information set forth in “Questions and Answers about the Offer,” “Special Factors — Section 1. Background of the Offer,” and “Special Factors — Section 2. Purpose of the Offer; Purchaser’s Plans for U.S. Xpress; Consideration of Alternatives” of “The Tender Offer — Section 14. Fees and Expense” of the Offer to Purchase is incorporated herein by reference.

ITEM 16. EXHIBITS

(c)

Preliminary Report of Stifel, Nicolaus & Company to Mountain Lake Acquisition Company.

(f)

Sections 92A.300 through 92A.500 of the Nevada Revised Statutes (included as Schedule C of the Offer to Purchase filed herewith as Exhibit (a)(1)(i)).

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.


		NEW MOUNTAIN LAKE ACQUISITION COMPANY

		By:		/s/Patrick E. Quinn
		Name:		Patrick E. Quinn
		Title:		Chairman of the Board and President

		By:		/s/Max L. Fuller
		Name:		Max L. Fuller
		Title:		Chairman of the Board and Chief Executive Officer

		NEW MOUNTAIN LAKE HOLDINGS, LLC

		By:		/s/Patrick E. Quinn
		Name:		Patrick E. Quinn
		Title:		Chairman of the Board and President

		By:		/s/Max L. Fuller
		Name:		Max L. Fuller
		Title:		Chairman of the Board and Chief Executive Officert

		PATRICK E. QUINN

		/s/ Patrick E. Quinn

		MAX L. FULLER

		/s/Max L. Fuller

		QUINN FAMILY PARTNERS

		By:		/s/ Anna Marie Quinn
		Name:		Anna Marie Quinn
		Title:		Managing Partner

		MAX FULLER FAMILY LIMITED PARTNERSHIP

		By:		/s/ Janice B. Fuller
		Name:		Janice B. Fuller
		Title:		General Partner

Date: September 12, 2007

EXHIBIT INDEX


EXHIBIT NO.		DESCRIPTION

(a)(1)(i)		Offer to Purchase dated September 12, 2007.*

(a)(1)(ii)		Letter of Transmittal.*

(a)(1)(iii)		Notice of Guaranteed Delivery.*

(a)(1)(iv)		Letter from the Dealer Manager to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*

(a)(1)(v)		Form of Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*

(a)(1)(vi)		Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.*

(a)(1)(vii)		Form of Summary Advertisement, published in Investor’s Business Daily on September 12, 2007.*

(a)(1)(viii)		Trustee Direction Form.*

(a)(1)(ix)		Form of Letter to Participants in U.S. Xpress’s 401(K) Retirement and Savings Plan.*

(a)(1)(x)		Text of Press Release issued by Patrick E. Quinn and Max L. Fuller, on behalf of their corporation, Mountain Lake Acquisition Company on June 22, 2007 (incorporated by reference to Exhibit 99.1 of the Schedule TO filed by Mountain Lake Holding Company, Mountain Lake Acquisition Company, Patrick E. Quinn, and Max L. Fuller on June 22, 2007 (File No. 005-44771)).

(a)(1)(xi)		Memorandum, including questions and answers, made available by Patrick E. Quinn and Max L. Fuller to U.S. Xpress Enterprises, Inc.’s employees, dated June 22, 2007 (incorporated by reference to Exhibit 99.3 of Schedule TO filed by Mountain Lake Holding Company, Mountain Lake Acquisition Company, Patrick E. Quinn, and Max L. Fuller on June 22, 2007 (File No. 005-44771)).

(a)(1)(xii)		Proposal letter to the Board of Directors of U.S. Xpress Enterprises, Inc. from Patrick E. Quinn and Max L. Fuller, on behalf of their corporation, Mountain Lake Acquisition Company, on June 22, 2007 (incorporated by reference to Exhibit 99.1 of Schedule TO filed by Mountain Lake Holding Company, Mountain Lake Acquisition Company, Patrick E. Quinn, and Max L. Fuller on June 22, 2007 (File No. 005-44771)).

(a)(1)(xiii)		Text of Press Release issued by Patrick E. Quinn and Max L. Fuller, on behalf of their corporation, New Mountain Lake Acquisition Company, on September 10, 2007 (incorporated by reference to Exhibit 99.1 of Schedule TO filed by New Mountain Lake Holdings, LLC, New Mountain Lake Acquisition Company, Quinn Family Partners, Max Fuller Family Limited Partnership, Patrick E. Quinn, and Max L. Fuller on September 11, 2007 (File No. 005-44771)).

(a)(5)		Complaint of Ronald S. Wiesenthal, individually and on behalf of all others similarly situated, against U.S. Xpress Enterprises, Inc., et al., Case No. 07 01958, filed in the District Court of Washoe County, Nevada on August 28, 2007.*

(b)(i)		Financing Commitment letter, dated June 22, 2007, from SunTrust Bank and SunTrust Capital Markets Inc. to Mountain Lake Acquisition Company (incorporated by reference to Exhibit 4 of Schedule 13D filed by Patrick E. Quinn, Max L. Fuller, Quinn Family Partnership, Max Fuller Limited Partnership, LLP, and Mountain Lake Acquisition Company on June 22, 2007 (as amended by Amendment No. 1 to Schedule 13D filed on June 25, 2007 (File No. 005-44771)).

(b)(ii)		Restated Financing Commitment letter, dated September 7, 2007, from SunTrust Bank and SunTrust Robinson Humphrey, Inc. to New Mountain Lake Acquisition Company (incorporated by reference to Exhibit 2 of Amendment No. 2 to Schedule 13D filed by New Mountain Lake Holdings, LLC, New Mountain Lake Acquisition Company, Patrick E. Quinn, Max L. Fuller, Quinn Family Partners, and the Mac Fuller Family Limited Partnership on September 11, 2007 (File No. 005-44771)).

(c)		Preliminary Report of Stifel, Nicolaus & Company to Mountain Lake Acquisition Company.*

(d)(i)		Agreement of Right of First Refusal with regard to Class B Shares of U.S. Xpress dated May 11, 1994, by and between Max L. Fuller and Patrick E. Quinn (incorporated by reference to U.S. Xpress’s Registration Statement on Form S-1, filed on May 20, 1994 (File No. 33-79208)).

(d)(ii)		Salary Continuation Agreement dated June 10, 1993, by and between U.S. Xpress and Max L. Fuller


		(incorporated by reference to U.S. Xpress’s Registration Statement on Form S-1, filed on May 20, 1994 (File No. 33-79208)).

(d)(iii)		Salary Continuation Agreement dated June 10, 1993, by and between U.S. Xpress and Patrick E. Quinn (incorporated by reference to U.S. Xpress’s Registration Statement on Form S-1, filed on May 20, 1994 (File No. 33-79208)).

(d)(iv)		Lease dated January 28, 1994, by and between Patrick E. Quinn and Max L. Fuller, as lessors, and U.S. Xpress, as lessee, for certain real property situated in the County of Whitfield, State of Georgia (incorporated by reference to U.S. Xpress’s quarterly report on Form 10-Q, filed on November 9, 2004 (File No. 000-24806)).

(d)(v)		Assignment of Lease and Estoppel Agreement dated August 31, 1995, by and among Patrick E. Quinn, Max L. Fuller, Q & F Realty, LLC, and U.S. Xpress, for certain real property situated in the County of Whitfield, State of Georgia (incorporated by reference to U.S. Xpress’s quarterly report on Form 10-Q, filed on November 9, 2004 (File No. 000-24806)).

(d)(vi)		Amendment to Lease dated December 1, 1995, by and between Q & F Realty, LLC and U.S. Xpress, for certain real property situated in the County of Whitfield, State of Georgia (incorporated by reference to U.S. Xpress’s quarterly report on Form 10-Q, filed on November 9, 2004 (File No. 000-24806)).

(d)(vii)		Lease dated January 28, 1994, by and between Patrick E. Quinn and Max L. Fuller, as lessors, and U.S. Xpress, as lessee, for certain real property situated in the County of Canadian, State of Oklahoma (incorporated by reference to U.S. Xpress’s quarterly report on Form 10-Q, filed on November 9, 2004 (File No. 000-24806)).

(d)(viii)		Assignment of Lease and Estoppel Agreement dated August 31, 1995, by and among Patrick E. Quinn, Max L. Fuller, Q & F Realty, LLC, and U.S. Xpress, for certain real property situated in the County of Canadian, State of Oklahoma (incorporated by reference to U.S. Xpress’s quarterly report on Form 10-Q, filed on November 9, 2004 (File No. 000-24806)).

(d)(ix)		Lease dated March 1, 1994, by and between Patrick E. Quinn and Max L. Fuller, as lessors, and Crown Transport Systems, Inc., as lessee, for certain real property situated in the County of Whitfield, State of Georgia (incorporated by reference to U.S. Xpress’s quarterly report on Form 10-Q, filed on November 9, 2004 (File No. 000-24806)).

(d)(x)		Assignment of Lease and Estoppel Agreement dated August 31, 1995, by and among Patrick E. Quinn, Max L. Fuller, Q & F Realty, LLC, and Crown Transport Systems, Inc., for certain real property situated in the County of Whitfield, State of Georgia (incorporated by reference to U.S. Xpress’s quarterly report on Form 10-Q, filed on November 9, 2004 (File No. 000-24806)).

(d)(xi)		Certified Resolutions of the Special Review Committee of the Board of Directors of U.S. Xpress Enterprises, Inc. adopted at a meeting held on July 27, 2007.*

(d)(xii)		Escrow Agreement dated August 23, 2007, by and among the Company, LaSalle Bank National Association, James E. Hall, Robert J. Sudderth, John W. Murrey, III, Max L. Fuller and Patrick E. Quinn.*

(d)(xiii)		Indemnification Agreement dated August 9, 2007, by and between the Company and Max L. Fuller.*

(d)(xiv)		Indemnification Agreement dated August 9, 2007, by and between the Company and Patrick E. Quinn.*

(f)		Sections 92A.300 through 92A.500 of the Nevada Revised Statutes (included as Schedule C of the Offer to Purchase filed herewith as Exhibit (a)(1)(i)).

(g)		Not applicable.


(h)		Not applicable.


*		Filed herewith.

EX-99.(A)(1)(I) 2 c18208bexv99wxayx1yxiy.htm OFFER TO PURCHASE exv99wxayx1yxiy

EXHIBIT (a)(1)(i)

Offer to Purchase for Cash
All Outstanding Shares of Class A Common Stock
of
U.S. Xpress Enterprises, Inc.
at
$20.10 Net Per Share
by
New Mountain Lake Acquisition Company

The Offer and withdrawal rights will expire at 5:00 p.m., New York City time, on October 11, 2007, unless the Offer is extended.

New Mountain Lake Acquisition Company, a Nevada corporation (“Purchaser”) and a wholly owned subsidiary of New Mountain Lake Holdings, LLC, a Nevada limited liability company (“Holding Company”), is offering to purchase for cash all outstanding shares of Class A Common Stock, par value $0.01 per share (“Class A Shares”), of U.S. Xpress Enterprises, Inc., a Nevada corporation (“U.S. Xpress”), other than Class A Shares already owned by Purchaser, Holding Company, and the Continuing Investors (as defined below), at a price of $20.10 per Class A Share, net to the seller in cash (the “Offer Price”), without interest thereon and less any required withholding taxes, upon the terms and subject to the conditions set forth in this Offer to Purchase and in the related Letter of Transmittal (which, together with any amendments or supplements thereto, collectively constitute the “Offer”). Holding Company is owned by Patrick E. Quinn, Max L. Fuller, Quinn Family Partners, and the Max Fuller Family Limited Partnership (collectively, the “Continuing Investors”). Mr. Quinn and Mr. Fuller serve as the President and Chief Executive Officer, respectively, of U.S. Xpress and are Co-Chairmen of the U.S. Xpress board of directors. The Continuing Investors currently own approximately 26.9% of the outstanding Class A Shares and 100.0% of the outstanding shares of Class B Common Stock, par value $0.01 per share (“Class B Shares”), of U.S. Xpress. The Class A Shares have one vote per share and the Class B Shares have two votes per share, and all such shares vote together as a single class on most matters. As a result of their stock ownership, the Continuing Investors collectively hold approximately 50.8% of the voting power of all outstanding shares of common stock of U.S. Xpress.

The Offer is conditioned upon, among other things, (i) there being validly tendered and not withdrawn a number of Class A Shares that, excluding the Class A Shares beneficially owned by Purchaser, Holding Company, the Continuing Investors, and the directors and executive officers of U.S. Xpress, will constitute at least a majority of the remaining outstanding Class A Shares as of the date the Class A Shares are accepted for payment pursuant to the Offer (the “Majority of Unaffiliated Shares Condition”); (ii) there being validly tendered and not withdrawn a number of Class A Shares that, when aggregated with the Class A Shares and Class B Shares to be contributed by the Continuing Investors to Purchaser, will represent ninety percent (90%) of the issued and outstanding Class A Shares and Class B Shares combined, on a fully diluted basis, as of the date the Class A Shares are accepted for payment pursuant to the Offer (the “90% Condition”); (iii) Purchaser’s receipt of proceeds under its financing commitment from SunTrust Bank and SunTrust Robinson Humphrey, Inc. (the “Funding Condition”); (iv) the taking of all necessary action by the U.S. Xpress board of directors to render inapplicable all relevant anti-takeover statutes, including Section 78.378, et seq. of the Nevada Revised Statutes, and the continuing effectiveness of such action (the “Anti-Takeover Condition”); and (v) the expiration or termination of all applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), and the regulations thereunder (the “Antitrust Condition”). The Offer also is conditioned upon certain other conditions described in “The Tender Offer — Section 11. Conditions to the Offer”. Any of the conditions to the Offer, other than the Majority of Unaffiliated Shares Condition and the Antitrust Condition, may be waived by Purchaser. Purchaser, however, will not waive the 90% Condition without the prior consent of the special committee of U.S. Xpress’s board of directors. The Majority of Unaffiliated Shares Condition and the Antitrust Condition are not waivable.

This transaction has not been approved or disapproved by the Securities and Exchange Commission or any state securities commission, nor has the Securities and Exchange Commission or any state securities commission passed upon the fairness or merits of such transaction or upon the accuracy or adequacy of the information contained in this document Any representation to the contrary is unlawful.

The Information Agent for the Offer is:

The Dealer Manager for the Offer is:

September 12, 2007

IMPORTANT

If you wish to tender all or any portion of your Class A Shares, you should do one of the following, as applicable: (i) complete and sign the enclosed Letter of Transmittal and enclose all of the documents required by it and its instructions, including your Class A Share certificates and any required signature guarantees, and mail or deliver them to LaSalle Bank National Association, the Depositary for the Offer, at the address listed on the back cover of this document; (ii) follow the procedure for book-entry transfer of Class A Shares set forth in “The Tender Offer — Section 3. Procedures for Tendering Class A Shares”; or (iii) request your broker, dealer, commercial bank, trust company, or other nominee to effect the transaction for you. If you have Class A Shares registered in the name of a broker, dealer, commercial bank, trust company, or other nominee, you must contact your broker, dealer, commercial bank, trust company, or other nominee if you desire to tender your Class A Shares.

If you desire to tender Class A Shares and the certificates for your Class A Shares are not immediately available, or if you cannot comply with the procedure for book-entry transfer on a timely basis, you may tender your Class A Shares by following the procedures for guaranteed delivery set forth in “The Tender Offer — Section 3. Procedures for Tendering Class A Shares”.

Questions and requests for assistance may be directed to the Information Agent or to the dealer manager at their respective addresses and telephone numbers set forth on the back cover of this Offer to Purchase. Requests for additional copies of this Offer to Purchase and the Letter of Transmittal may be directed to the Information Agent or to brokers, dealers, commercial banks, or trust companies.

TABLE OF CONTENTS


SUMMARY TERM SHEET			1
QUESTIONS AND ANSWERS ABOUT THE OFFER			3
INTRODUCTION			9
SPECIAL FACTORS			11
1. Background of the Offer			11
2. Purpose of the Offer; Purchaser’s Plans for U.S. Xpress; Consideration of Alternatives			24
3. Certain Effects of the Offer and Merger			26
4. Position of Purchaser, Holding Company, and the Continuing Investors Regarding Fairness of the Offer and Merger			26
5. Preliminary Report of Stifel Nicolaus to Purchaser			28
6. Conduct of the Business of U.S. Xpress if the Offer is not Completed			37
7. Appraisal Rights			38
8. Transactions and Arrangements Concerning the Class A Shares			39
9. Related Party Transactions			40
THE TENDER OFFER			42
1. Terms of the Offer			42
2. Acceptance for Payment and Payment for Class A Shares			43
3. Procedures for Tendering Class A Shares			44
4. Rights of Withdrawal			47
5. Material United States Federal Income Tax Consequences of the Offer and Merger			48
6. Price Range of the Class A Shares			50
7. Certain Information Concerning U.S. Xpress			51
8. Certain Information Concerning Purchaser, Holding Company, and the Continuing Investors			56
9. Source and Amount of Funds			56
10. Dividends and Distributions			59
11. Conditions to the Offer			60
12. Effect of the Offer on the Market for the Class A Shares; NASDAQ Listing; Exchange Act Registration; Margin Regulations			62
13. Certain Legal Matters; Regulatory Approvals			63
14. Fees and Expenses			67
15. Miscellaneous			67
SCHEDULE A — INFORMATION CONCERNING THE DIRECTORS AND EXECUTIVE OFFICERS OF PURCHASER, THE MANAGERS OF HOLDING COMPANY, THE PARTNERS OF QUINN FAMILY PARTNERS, AND THE PARTNERS OF THE MAX FULLER FAMILY LIMITED PARTNERSHIP			A-1
SCHEDULE B — SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS			B-1
SCHEDULE C — NEVADA DISSENTER’S RIGHTS STATUTES			C-1

SUMMARY TERM SHEET

The following summary discusses the most material terms of New Mountain Lake Acquisition Company’s Offer to Purchase shares of Class A Common Stock, par value $0.01 per share, of U.S. Xpress Enterprises, Inc., but it is intended to be an overview only. The following summary may not contain all of the information that may be important to you. Accordingly, we encourage you to read carefully this entire Offer to Purchase, the related Letter of Transmittal, and the other documents to which this Offer to Purchase refers. In the following summary and throughout this Offer to Purchase, we refer to New Mountain Lake Acquisition Company as “Purchaser”, to shares of Class A Common Stock as “Class A Shares”, and to U.S. Xpress Enterprises, Inc. and its subsidiaries as “U.S. Xpress”. The terms “we”, “our”, “ours”, and “us” refer to Purchaser and its affiliates, which are described in more detail below. We have included section, heading, and page references in the following summary to direct you to a more complete description of the topics discussed.


	•	We propose to acquire all of the Class A Shares of U.S. Xpress not owned by us at a price of $20.10 per Class A Share, subject to the terms and conditions set forth in this Offer to Purchase and the Letter of Transmittal. See “The Tender Offer — Section 1. Terms of the Offer” beginning on page 42 for a description of the terms of the Offer. We refer to this Offer to Purchase and the Letter of Transmittal together as the “Offer”.

	•	Purchaser is the wholly owned subsidiary of New Mountain Lake Holdings, LLC, which we refer to as “Holding Company”. Holding Company, in turn, is owned by Patrick E. Quinn, Max L. Fuller, Quinn Family Partners, and the Max Fuller Family Limited Partnership, which are referred to collectively as the “Continuing Investors”. Both Purchaser and Holding Company were formed solely for purposes of making the Offer and engaging in the other related transactions described in this Offer to Purchase. Mr. Quinn and Mr. Fuller serve as the President and Chief Executive Officer, respectively, of U.S. Xpress and are Co-Chairmen of the U.S. Xpress board of directors. The Continuing Investors currently own approximately 26.9% of the outstanding Class A Shares. The Continuing Investors also own 100.0% of the outstanding shares of Class B Common Stock, par value $0.01 per share, of U.S. Xpress, which are referred to as the “Class B Shares”. The Class A Shares have one vote per share and the Class B Shares have two votes per share, and all such shares vote together as a single class on most matters. As a result of their stock ownership, the Continuing Investors collectively hold approximately 50.8% of the voting power of all outstanding shares of common stock of U.S. Xpress. See “The Tender Offer — Section 8. Certain Information Concerning Purchaser, Holding Company, and the Continuing Investors” beginning on page 56 for additional information regarding Purchaser, Holding Company, the Continuing Investors, and their stock ownership.

	•	The Offer is conditioned upon, among other things:


	•	There being validly tendered and not withdrawn a number of Class A Shares that, excluding the Class A Shares beneficially owned by us and by the directors and executive officers of U.S. Xpress, will constitute at least a majority of the remaining outstanding Class A Shares as of the date the Class A Shares are accepted for payment pursuant to the Offer. We refer to this condition as the “Majority of Unaffiliated Shares Condition”.

	•	There being validly tendered and not withdrawn a number of Class A Shares that, when aggregated with the Class A Shares and Class B Shares to be contributed by the Continuing Investors to Purchaser, will represent ninety percent (90%) of the issued and outstanding Class A Shares and Class B Shares combined, on a fully diluted basis, as of the date the Class A Shares are accepted for payment pursuant to the Offer. We refer to this condition as the “90% Condition”.

	•	Our receipt of proceeds under our financing commitment from SunTrust Bank and SunTrust Robinson Humphrey, Inc. We refer to this condition as the “Funding Condition”.

	•	The taking of all necessary action by the U.S. Xpress board of directors to render inapplicable all relevant anti-takeover statutes, and the continuing effectiveness of such action. We refer to this condition as the “Anti-Takeover Condition”.


	•	The expiration or termination of all applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the regulations thereunder. We refer to this condition as the “Antitrust Condition”.

The Majority of Unaffiliated Shares Condition and the Antitrust Condition cannot be waived by us, and we will not waive the 90% Condition, without the prior consent of the special committee of U.S. Xpress’s board of directors. The 90% Condition, Funding Condition, Anti-Takeover Condition, and other conditions described in “The Tender Offer — Section 11. Conditions to the Offer” are waivable at our option. See “Introduction” and “The Tender Offer — Section 11. Conditions to the Offer” beginning on pages 9 and 60, respectively, for a description of these conditions and certain other conditions to the Offer.


	•	If the Offer is completed and the Anti-Takeover Condition and 90% Condition are satisfied, we will effect a merger between U.S. Xpress and Purchaser under the short-form merger provisions of Chapter 92A of the Nevada Revised Statutes, unless it is not lawful to do so. Under Section 92A.180 of the Nevada Revised Statutes, such a short-form merger may be effected without the affirmative vote of, or prior notice to, the board of directors or stockholders of U.S. Xpress upon ownership by Purchaser of at least ninety percent (90%) of the outstanding Class A Shares and Class B Shares combined. If all conditions to the Offer have been satisfied or waived, where applicable, the Continuing Investors will contribute their Class A Shares and Class B Shares to Purchaser in order to facilitate the short-form merger. See “Special Factors — Section 2. Purpose of the Offer; Purchaser’s Plans for U.S. Xpress; Consideration of Alternatives” and “Special Factors — Section 7. Appraisal Rights” beginning on pages 24 and 38, respectively, for additional information regarding the merger.

	•	This is a “going private” transaction. As a result of the merger described above:


	•	We would own all of the equity interests in U.S. Xpress.

	•	The current stockholders of U.S. Xpress, other than us, no longer would have any interest in the future earnings or growth of U.S. Xpress.

	•	U.S. Xpress would no longer be a public company, and its financial statements no longer would be publicly available.

	•	The Class A Shares no longer would trade on the NASDAQ Global Select Market.

See “Special Factors — Section 3. Certain Effects of the Offer and Merger” beginning on page 26 for more information on the effects of the Offer and merger.


	•	The Offer has been commenced without obtaining the prior approval of the U.S. Xpress board of directors. See “Special Factors — Section 2. Purpose of the Offer; Purchaser’s Plans for U.S. Xpress; Consideration of Alternatives” beginning on page 24 for additional information. The U.S. Xpress board of directors is required to advise holders of Class A Shares of its position on the Offer within ten (10) business days of the date of this Offer to Purchase.

	•	Stockholders who tender and sell their Class A Shares in the Offer may, if the Offer is completed, receive cash for those Class A Shares sooner than stockholders who wait for the merger. However, the stockholders who tender their Class A Shares will not be entitled to a judicial appraisal of the fair value of their Class A Shares under the applicable provisions of the Nevada Revised Statutes. If the Offer is completed, any stockholders who do not tender their Class A Shares may exercise such appraisal rights in accordance with Section 92A.380 of the Nevada Revised Statutes following notice of the merger. See “Special Factors — Section 7. Appraisal Rights” beginning on page 38 and Schedule C for more information on appraisal rights.

QUESTIONS AND ANSWERS ABOUT THE OFFER

Who is offering to buy my securities?

Our name is New Mountain Lake Acquisition Company. We are a Nevada corporation formed for the purpose of making this Offer for all of the Class A Shares of U.S. Xpress, other than the Class A Shares we already own. We are a wholly owned subsidiary of New Mountain Lake Holdings, LLC, a Nevada limited liability company. New Mountain Lake Holdings, LLC is owned by the Continuing Investors, who are Patrick E. Quinn, Max L. Fuller, Quinn Family Partners, and the Max Fuller Family Limited Partnership. For further information about us, see “The Tender Offer — Section 8. Certain Information Concerning Purchaser, Holding Company, and the Continuing Investors” beginning on page 56.

What are the classes and amounts of securities sought in the Offer?

We are offering to buy all of the Class A Shares not owned by us. For additional information about the terms of the Offer, see “The Tender Offer — Section 1. Terms of the Offer” beginning on page 42.

How much are you offering to pay and what is the form of payment?

We are offering to pay $20.10 for each Class A Share in cash, without interest, less any required withholding taxes. For additional information about the terms of the Offer, see “The Tender Offer — Section 1. Terms of the Offer” beginning on page 42.

Will I have to pay any fees or commissions?

If you are the record owner of your Class A Shares and you tender your Class A Shares to us in the Offer, you will not have to pay brokerage fees or similar expenses. If you own your Class A Shares through a broker, dealer, bank, trust company, or other nominee, and your nominee tenders your Class A Shares on your behalf, your nominee may charge you a fee for doing so. You should consult your broker, dealer, bank, trust company, or other nominee to determine whether any charges will apply. For additional information about tendering your Class A Shares, see “The Tender Offer — Section 3. Procedures for Tendering Class A Shares” beginning on page 44.

Do you have the financial resources to pay for the Class A Shares?

Assuming the closing of the financing contemplated by our financing commitment from SunTrust Bank and SunTrust Robinson Humphrey, Inc., which we refer to as the “Financing Commitment”, we will have the financial resources to pay for the Class A Shares. As described in the following question and answer, the Offer is subject to a financing condition. We estimate that the total amount of funds required to purchase all of the outstanding Class A Shares (other than those already owned by us) pursuant to the Offer and to pay related fees and expenses will be approximately $197.2 million. Under the Financing Commitment, SunTrust Bank and SunTrust Robinson Humphrey, Inc. have agreed to provide us with a $50.0 million revolving credit facility, a $185.0 million tranche B term loan, and a $142.8 million liquidity facility in support of a receivables securitization commitment. The proceeds of the tranche B term loan will be used to finance the Offer and the merger and to fund transaction costs. Transaction costs also may be funded from the revolving credit facility. The balance of funds needed to finance the Offer and the merger and to pay transaction costs will be provided by U.S. Xpress’s cash on hand. The revolving credit facility, the liquidity facility, and the receivables securitization will be used after the Offer and the merger to fund working capital, to provide letters of credit, and for other general corporate purposes. The Financing Commitment is subject to certain conditions. There is a possibility that we may not obtain such funds due to these conditions. In the event that we do not receive the proceeds of the Financing Commitments, we will not be obligated to purchase your Class A Shares in the Offer. For additional information on the financing for the Offer and the merger, see “The Tender Offer — Section 9. Source and Amount of Funds” beginning on page 56.

What are the most significant conditions to the Offer?

The offer is conditioned upon satisfaction of the following conditions, among other things:


	•	The Majority of Unaffiliated Shares Condition, which requires there being validly tendered and not withdrawn a majority of the Class A Shares, excluding Class A Shares owned by us and by the directors and executive officers of U.S. Xpress.

	•	The 90% Condition, which requires there being validly tendered and not withdrawn a sufficient number of Class A Shares such that, upon acceptance for payment and payment for the tendered Class A Shares pursuant to the Offer, we will own at least ninety percent (90%) of the issued and outstanding Class A Shares and Class B Shares combined.

	•	The Funding Condition, which requires that we have received proceeds from the Financing Commitment.

	•	The Anti-Takeover Condition, which requires the U.S. Xpress board of directors to take all necessary action to render inapplicable all relevant anti-takeover statutes, including Section 78.378, et seq. of the Nevada Revised Statutes, and also requires the continuing effectiveness of such action.

	•	The Antitrust Condition, which requires the expiration or termination of all applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the regulations thereunder.

The Majority of Unaffiliated Shares Condition and the Antitrust Condition cannot be waived by us, and we will not waive the 90% Condition without the prior consent of the special committee of U.S. Xpress’s board of directors. The 90% Condition, Funding Condition, Anti-Takeover Condition, and other conditions described in “The Tender Offer — Section 11. Conditions to the Offer” are waivable at our option. For a description of these conditions and certain other conditions to the Offer, see “The Tender Offer — Section 11. Conditions to the Offer” on page 60.

Is your financial condition relevant to my decision to tender Class A Shares in the Offer?

We do not think our financial condition is relevant to your decision whether to tender your Class A Shares in the Offer because (a) the Offer is being made solely for cash, (b) if we consummate the Offer, we will acquire all remaining shares in the merger for the same cash price, and (c) we have received the Financing Commitment to provide funds sufficient to purchase all Class A Shares not otherwise owned by us. For additional information, see “The Tender Offer — Section 8. Certain Information Concerning Purchaser, Holding Company, and the Continuing Investors” beginning on page 56.

Why are you making the Offer?

We are making the Offer in order to acquire all of the equity interests in U.S. Xpress. We believe that making the Offer directly to the public stockholders of U.S. Xpress will be significantly faster than making a proposal for consideration by the U.S. Xpress board of directors and negotiating a merger agreement with the directors. As a result, the public stockholders of U.S. Xpress will be able to receive payment for their Class A Shares more quickly. Further, we believe a shorter process will minimize business disruptions for U.S. Xpress, providing benefits to customers and employees, as well as to us. In addition, we believe that a direct offer to stockholders allows the decision regarding the proposed transaction to be made by the stockholders who actually own the Class A Shares at the time of tendering, and, accordingly, have a true economic interest in the decision. In a one-step, negotiated merger process, a vote of stockholders is required and voting rights are limited to those who held stock on a record date several weeks prior to the date of the vote and who therefore may or may not be stockholders as of the date of the vote. Finally, we believe that the vast majority of stockholders of U.S. Xpress are sophisticated investors capable of evaluating the fairness of the Offer. For additional information on the background and reasons for the Offer, see “Special Factors — Section 2. Purpose of the Offer; Purchaser’s Plans for U.S. Xpress; Consideration of Alternatives” beginning on page 24.

Is the Offer being made as a result of an agreement with U.S. Xpress?

No. We are making the Offer directly to you without any agreement with U.S. Xpress.

Has the Offer been approved by the U.S. Xpress board of directors?

No. This Offer is being made without obtaining the prior approval of the U.S. Xpress board of directors. The approval of the U.S. Xpress board of directors is not required for stockholders to tender their Class A Shares or for us to acquire Class A Shares through the Offer. However, the U.S. Xpress board of directors must take action to render certain anti-takeover statutes inapplicable in order for the Anti-Takeover Condition to be satisfied. For additional information, see “Special Factors — Section 2. Purpose of the Offer; Purchaser’s Plans for U.S. Xpress; Consideration of Alternatives” and “The Tender Offer — Section 11. Conditions to the Offer” beginning on pages 24 and 60, respectively.

What does the U.S. Xpress board of directors recommend?

The U.S. Xpress board of directors has formed a special committee, consisting solely of independent directors, that is authorized to consider and evaluate the Offer and to make a recommendation on behalf of the U.S. Xpress board of directors with respect to the Offer. The special committee has not yet made a recommendation. The special committee, acting on behalf of the U.S. Xpress board of directors, is required to advise holders of Class A Shares of its position on the Offer within ten (10) business days of the date of this Offer to Purchase.

How long do I have to decide whether to tender in the initial offering period?

You may tender your Class A Shares until 5:00 p.m., New York City time, on October 11, 2007, which is the scheduled expiration date of the offering period, unless we decide to extend the offering period or provide a subsequent offering period. If you cannot deliver everything that is required in order to make a valid tender by that time, you may be able to use a guaranteed delivery procedure that is described in “The Tender Offer — Section 3. Procedures for Tendering Class A Shares” beginning on page 44.

Can the Offer be extended, and how will I be notified if the Offer is extended?

Yes, we may elect to extend the Offer. We can do so by issuing a press release no later than 9:00 a.m., New York City time, on the business day following the scheduled expiration date of the Offer, stating the extended expiration date and the approximate number of Class A Shares tendered to date. For additional information about extension of the Offer, see “The Tender Offer — Section 1. Terms of the Offer” beginning on page 42.

Will there be a subsequent offering period?

Following the satisfaction or waiver of all conditions to the Offer and the acceptance of and payment for all of the Class A Shares tendered during the offering period, we may elect to provide a subsequent offering period of at least three (3) business days, during which time stockholders whose Class A Shares have not been accepted for payment may tender, but not withdraw, their Class A Shares and receive the Offer consideration. We are not permitted under the federal securities laws to provide a subsequent offering period of more than twenty (20) business days. For more information concerning a subsequent offering period, see “The Tender Offer — Section 1. Terms of the Offer” and “The Tender Offer — Section 4. Rights of Withdrawal” beginning on pages 42 and 47, respectively.

How do I tender my Class A Shares?

If you hold the certificates for your Class A Shares, you should complete the enclosed Letter of Transmittal and enclose all the documents required by it, including your certificates and any required signature guarantees, and send them to LaSalle Bank National Association, the “Depositary” for the Offer, at the address listed on the back cover of this Offer to Purchase. You also may tender your Class A Shares by

following the procedures for book-entry transfer of Class A Shares, or by having a broker, dealer, commercial bank, trust company, or other nominee effect the transaction for you. If your broker holds your Class A Shares for you in “street name”, you must instruct your broker to tender your Class A Shares on your behalf. If you cannot comply with any of these procedures, you still may be able to tender your Class A Shares by using the guaranteed delivery procedures described in this Offer to Purchase. In any case, the Depositary must receive all required documents prior to the expiration date of the Offer which is 5:00 p.m., New York City time, on October 11, 2007, unless extended. For more information on the procedures for tendering your Class A Shares, see “The Tender Offer — Section 3. Procedures for Tendering Class A Shares” beginning on page 44.

If I accept the Offer, when will I get paid?

If the conditions are satisfied and we consummate the Offer and accept your validly tendered Class A Shares for payment, you will receive a check in an amount equal to the number of Class A Shares you tendered multiplied by the offer price of $20.10, without interest thereon and less any required withholding taxes, promptly following expiration of the Offer. For more information on tendering Class A Shares and receiving payment, see “The Tender Offer — Section 3. Procedures for Tendering Class A Shares” beginning on page 44.

Until what time can I withdraw previously tendered Class A Shares?

The tender of your Class A Shares may be withdrawn at any time prior to the expiration date of the Offer. There will be no withdrawal rights during any subsequent offering period. For more information, see “The Tender Offer — Section 4. Rights of Withdrawal” beginning on page 47.

How do I withdraw previously tendered Class A Shares?

You (or your broker if your shares are held in “street name”) must notify the Depositary at the address and telephone number listed on the back cover of this Offer to Purchase, and the notice must include the name of the stockholder that tendered the Class A Shares, the number of Class A Shares to be withdrawn, and the name in which the tendered Class A Shares are registered. For more complete information about the procedures for withdrawing your previously tendered Class A Shares, see “The Tender Offer — Section 4. Rights of Withdrawal” beginning on page 47.

May I tender shares that I hold indirectly through the U.S. Xpress XPRE$$AVINGS 401(k) Plan?

We have been advised by the plan administrator for the U.S. Xpress XPRE$$AVINGS 401(k) Plan, which is referred to as the “401(k) Plan”, that participants may direct the 401(k) Plan trustee to tender Class A Shares held for their benefit in the 401(k) Plan. You will receive a Tender Offer Instruction Form, which we refer to as the “Instruction Form”, that includes directions on how to make such a direction regarding Class A Shares in your 401(k) Plan. Your directions must be received by Ellen Philip Associates, Inc., the “Independent Tabulator”, by 5:00 p.m., New York City time, on October 9, 2007. If the Offer is not completed because any conditions to the Offer are not satisfied, or the transaction otherwise fails to close, any Class A Shares that 401(k) Plan participants have instructed the Trustee to tender will be returned to the 401(k) Plan participants’ accounts from the Depositary promptly following expiration of the Offer. However, if the conditions are satisfied, or waived where applicable, and the Offer closes, the 401(k) Plan will receive a value equivalent to the number of Class A Shares tendered multiplied by the offer price of $20.10, without interest thereon, promptly following expiration of the Offer. Participants in the 401(k) Plan who wish to withdraw their direction to tender Class A Shares must submit a new Instruction Form indicating the withdrawal by 5:00 p.m., New York City time, on October 9, 2007. For more information on the procedures for tendering and withdrawing Class A Shares held through the 401(k) Plan, see “The Tender Offer — Section 3. Procedures for Tendering Class A Shares “ and “The Tender Offer — Section 4. Rights of Withdrawal” beginning on pages 44 and 47, respectively.

If I decide not to tender, how will the Offer affect my Class A Shares?

If you do not tender your Class A Shares, the Offer might not be consummated because we may not be able to satisfy either the Majority of Unaffiliated Shares Condition or, if not waived, the 90% Condition. If the Majority of Unaffiliated Shares Condition is not satisfied, we will not acquire any Class A Shares through this Offer. Similarly, if the 90% Condition is not satisfied or waived, or if we are unable to obtain the consent of the special committee to such waiver, we will not acquire any Class A Shares through this Offer. If the Offer is not consummated, you will remain a stockholder of U.S. Xpress. If you do not tender your Class A Shares and we consummate the Offer after satisfying the 90% Condition and the Anti-Takeover Condition, we will effect the short-form merger without the vote or approval of the U.S. Xpress board of directors or stockholders, and your Class A Shares will be subject to the merger. For additional information on the merger, see the following question and answer.

If the Offer is consummated, what are your plans with respect to the Class A Shares that are not tendered in the Offer?

If we consummate the Offer, we will effect a merger between U.S. Xpress and Purchaser under the short-form merger provisions of Chapter 92A of the Nevada Revised Statutes, unless it is not lawful to do so. As a result of this merger, any remaining stockholders of U.S. Xpress will receive an amount of cash per Class A Share equal to the amount to be paid in this Offer. For additional information on the merger, see “Special Factors — Section 2. Purpose of the Offer; Purchaser’s Plans for U.S. Xpress; Consideration of Alternatives” and “Special Factors — Section 7. Appraisal Rights” beginning on pages 24 and 38, respectively.

Will I have the right to have my Class A Shares appraised?

If you tender your Class A Shares in the Offer, you will not be entitled to exercise statutory appraisal rights under Sections 92A.300 through 92A.500 of the Nevada Revised Statutes. If you do not tender your Class A Shares in the Offer, and if the subsequent merger of U.S. Xpress and Purchaser occurs, you will have a statutory right to demand payment of the appraised fair value of your Class A Shares plus a fair rate of interest, if any, from the date of the merger. This value may be more or less than, or the same as, the $20.10 per share cash consideration in the Offer and the merger. For additional information on appraisal rights, see “Special Factors — Section 7. Appraisal Rights” beginning on page 38.

What is the market value of my Class A Shares as of a recent date?

On September 11, 2007, the last full trading day prior to the date of this Offer to Purchase, the reported closing price on the NASDAQ Global Select Market was $19.20 per Class A Share. On June 22, 2007, the last full trading day prior to the public announcement of the proposed Offer, the reported closing price was $14.20 per Class A Share. For the ten (10), thirty (30), and sixty (60) trading days ended on June 22, 2007, the average reported closing prices were $13.79, $13.87, and $14.83 per Class A Share, respectively. The $20.10 per Class A Share price represents a 41.5% premium over the June 22, 2007 closing price and premiums of 45.8%, 44.9%, and 35.5% over the average reported closing price for the ten (10), thirty (30), and sixty (60) trading days ended on June 22, 2007, respectively. You should obtain a recent market quotation for Class A Shares in deciding whether to tender your Class A Shares. For recent high and low sales prices for the Class A Shares, see “The Tender Offer — Section 6. Price Range of the Class A Shares” beginning on page 50.

What are your plans with respect to the employees of U.S. Xpress?

We believe that the employees of U.S. Xpress are important to the success of the business and operations of U.S. Xpress, and we do not expect any material changes to the workforce as a result of the Offer or the merger. We plan to provide an incentive program for key U.S. Xpress employees following completion of the Offer and the merger. At this time, we have not finalized any particular incentive plans, but we intend to work with management of U.S. Xpress to minimize any disruption to the U.S. Xpress team.

How will my stock options be treated in the Offer and the merger?

If you hold vested stock options issued by U.S. Xpress, you may tender, prior to the expiration of the Offer, the Class A Shares issued upon exercise of such options by validly exercising your U.S. Xpress options and tendering the Class A Shares issued upon such exercise. To the extent you do not exercise your U.S. Xpress options, following the completion of the Offer, it is our intent to cause all of your remaining U.S. Xpress options to be cancelled, regardless of whether those options are vested or unvested. In exchange, you will receive a cash payment from U.S. Xpress with respect to each share subject to each such option in an amount equal to the excess, if any, of $20.10, without interest thereon and less any required withholding taxes, over the exercise price of each such option, as such price may have been adjusted. For additional information on the treatment of options, see “Special Factors — Section 2. Purpose of the Offer; Purchaser’s Plans for U.S. Xpress; Consideration of Alternatives” beginning on page 24.

What will happen to my restricted stock in the Offer and the merger?

If you have Class A Shares that have been awarded to you as restricted stock under the equity compensation plans of U.S. Xpress and those restricted Class A Shares are unvested, you will not be able to tender those Class A Shares in the Offer. If the Offer is completed, our purchase of Class A Shares will constitute a “change in control” under the restricted stock award agreements, and your restricted Class A Shares will vest in full and become free of restrictions upon completion of the purchase. Upon completion of the short-form merger, those Class A Shares will be canceled and converted into the right to receive $20.10 per Class A Share, without interest and less any applicable withholding taxes.

What are the material U.S. federal income tax consequences of the Offer?

The receipt of cash by you in exchange for your Class A Shares pursuant to the Offer or the merger is a taxable transaction for U.S. federal income tax purposes and may also be a taxable transaction under applicable state, local, or foreign tax laws. In general, you will recognize, for U.S. federal income tax purposes, capital gain or loss equal to the difference between your adjusted tax basis in the Class A Shares surrendered and the amount of cash you receive for those Class A Shares. You should consult your tax advisor on the tax implications of tendering your Class A Shares. For additional information on material U.S. federal income tax consequences, see “The Tender Offer — Section 5. Material United States Federal Income Tax Consequences of the Offer and Merger” beginning on page 48.

Whom can I call with questions about the Offer?

You may call MacKenzie Partners, Inc. at (212) 929-5500 (call collect) or (800) 322-2885 (toll-free) or Stifel, Nicolaus & Company, Incorporated at (410) 454-5381 (direct dial) or (800) 424-8870 (toll-free). MacKenzie Partners, Inc. is acting as the “Information Agent” and Stifel, Nicolaus & Company, Incorporated is acting as the dealer manager for the Offer. See the back cover of this Offer to Purchase for additional contact information.

INTRODUCTION

General. New Mountain Lake Acquisition Company, a Nevada corporation (“Purchaser”) and a wholly owned subsidiary of New Mountain Lake Holdings, LLC, a Nevada limited liability company (“Holding Company”), is offering to purchase for cash all outstanding shares of Class A Common Stock, par value $0.01 per share (“Class A Shares”), of U.S. Xpress Enterprises, Inc., a Nevada corporation (“U.S. Xpress”), other than Class A Shares already owned by Purchaser, Holding Company, and the Continuing Investors (as defined below), at a price of $20.10 per Class A Share, net to the seller in cash (the “Offer Price”), without interest thereon and less any required withholding taxes, upon the terms and subject to the conditions set forth in this Offer to Purchase and in the related Letter of Transmittal (which, together with any amendments or supplements thereto, collectively constitute the “Offer”). Holding Company is owned by Patrick E. Quinn, Max L. Fuller, Quinn Family Partners, and the Max Fuller Family Limited Partnership (collectively, the “Continuing Investors”). Mr. Quinn and Mr. Fuller serve as the President and Chief Executive Officer, respectively, of U.S. Xpress and are Co-Chairmen of the U.S. Xpress board of directors. The Continuing Investors currently own approximately 26.9% of the outstanding Class A Shares and 100.0% of the outstanding shares of Class B Common Stock, par value $0.01 per share, of U.S. Xpress (the “Class B Shares”). The Class A Shares have one vote per share and the Class B Shares have two votes per share, and all such shares vote together as a single class on most matters. As a result of their stock ownership, the Continuing Investors collectively hold approximately 50.8% of the voting power of all outstanding shares of common stock of U.S. Xpress, and all such shares vote together as a single class on all matters.

Stockholders of record who tender Class A Shares directly to the Depositary (as defined herein) will not be obligated to pay brokerage fees or commissions or, except as set forth in Instruction 6 of the Letter of Transmittal, stock transfer taxes on the purchase of Class A Shares by Purchaser pursuant to the Offer. Stockholders who hold their Class A Shares through a bank or broker should check with such institution as to whether the institution will charge any service fees. However, if you fail to complete and sign the Substitute Form W-9 that is included in the Letter of Transmittal, you may be subject to a required backup federal income tax withholding of twenty-eight percent (28%) of the gross proceeds payable in the Offer. Purchaser will pay all fees and expenses of Stifel, Nicolaus & Company, Incorporated (“Stifel Nicolaus”), which is acting as the dealer manager for the Offer, LaSalle Bank National Association, which is acting as the depositary for the Offer (in such capacity, the “Depositary”), and MacKenzie Partners, Inc., which is acting as information agent for the Offer (in such capacity, the “Information Agent”), incurred in connection with the Offer and in accordance with the terms of the agreements entered into by and between Purchaser and each such person. See “The Tender Offer — Section 14. Fees and Expenses”.

The Offer is conditioned upon, among other things, (i) there being validly tendered and not withdrawn a number of Class A Shares that, excluding the Class A Shares beneficially owned by Purchaser, Holding Company, the Continuing Investors, and the directors and executive officers of U.S. Xpress, will constitute at least a majority of the remaining outstanding Class A Shares as of the date the Class A Shares are accepted for payment pursuant to the Offer (the “Majority of Unaffiliated Shares Condition”); (ii) there being validly tendered and not withdrawn a number of Class A Shares that, when aggregated with the Class A Shares and Class B Shares to be contributed by the Continuing Investors to Purchaser, will represent ninety percent (90%) of the issued and outstanding Class A Shares and Class B Shares combined, on a fully diluted basis, as of the date the Class A Shares are accepted for payment pursuant to the Offer (the “90% Condition”); (iii) Purchaser’s receipt of proceeds under its financing commitment from SunTrust Bank and SunTrust Robinson Humphrey, Inc. (the “Funding Condition”); (iv) the taking of all necessary action by the U.S. Xpress board of directors to render inapplicable all relevant anti-takeover statutes, including Section 78.378, et seq. of the Nevada Revised Statutes, and the continuing effectiveness of such action (the “Anti-Takeover Condition”); and (v) the expiration or termination of all applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), and the regulations thereunder (the “Antitrust Condition”). The Offer also is conditioned upon certain other conditions described in “The Tender Offer — Section 11. Conditions to the Offer”.

For purposes of the Offer (other than in the context of financial statement information), on a “fully diluted basis” means, as of any date, the number of Class A Shares and Class B Shares outstanding plus the number of Class A Shares and Class B Shares that U.S. Xpress is required to issue pursuant to obligations outstanding at that date under convertible securities, warrants, stock options, or otherwise upon conversion or exercise thereof.

Purpose of the Offer; The Merger. The purpose of the Offer is for Purchaser to acquire for cash as many Class A Shares as are necessary for Purchaser to own at least ninety percent (90%) of the issued and outstanding Class A Shares and Class B Shares combined as a first step in acquiring all of the equity interests in U.S. Xpress not owned by Purchaser, Holding Company, or the Continuing Investors. If all of the conditions to the Offer are satisfied or waived, where applicable, the Continuing Investors will transfer all of the Class A Shares and Class B Shares held by them to Purchaser and, upon consummation of the Offer, will cause Purchaser to merge with U.S. Xpress through a short-form merger (the “Merger”) in accordance with the applicable provisions of Chapter 92A of the Nevada Revised Statutes, unless it is not lawful to do so, without a vote of the stockholders of the U.S. Xpress. Upon contribution of Class B Shares by the Continuing Investors to Purchaser, such Class B Shares will be converted on a one-for-one basis into Class A Shares. Pursuant to the Merger, each issued and outstanding Class A Share (other than Class A Shares held by Purchaser and Class A Shares held by stockholders who have properly exercised appraisal rights under Nevada law) will be converted into and represent the right to receive the Offer Price.

Prior to the date of this Offer to Purchase, the board of directors of U.S. Xpress has not approved the Offer or the Merger. Under applicable law, no approval by the U.S. Xpress board of directors is necessary for Purchaser to commence or complete the Offer or, if it owns ninety percent (90%) or more of the outstanding Class A Shares and Class B Shares and the Anti-Takeover Condition is satisfied, to complete the Merger. The U.S. Xpress board of directors must take action to render certain anti-takeover statutes inapplicable in order for the Anti-Takeover Condition to be satisfied. See “Special Factors — Section 1. Background of the Offer” for additional information on certain actions that have been requested by Purchaser to render such statutes inapplicable. Further, the board of directors of U.S. Xpress is required to file with the Securities Exchange Commission (“SEC”) and provide to stockholders, within ten (10) business days from the date of this document, a “Solicitation/Recommendation Statement” on Schedule 14D-9. The board of directors of U.S. Xpress has appointed a special committee of independent directors authorized to analyze the Offer and to take any actions necessary to satisfy the Anti-Takeover Condition and to make a recommendation with respect to the position, if any, that U.S. Xpress should take in connection with the Schedule 14D-9. Upon concluding its analysis, the special committee will then advise stockholders whether it recommends acceptance or rejection of the tender offer, expresses no opinion, remains neutral with respect to the tender offer, or is unable to take a position with respect to the tender offer and will set forth its decision in the Schedule 14D-9. The Schedule 14D-9 also will contain other important information, and Purchaser recommends that holders of Class A Shares review it carefully when it becomes available.

Majority of Unaffiliated Shares Condition; 90% Condition. The Offer is conditioned on, among other things, (1) the Majority of Unaffiliated Shares Condition being satisfied, and (2) the 90% Condition being satisfied. See “The Tender Offer — Section 11. Conditions to the Offer”. For purposes of the Majority of Unaffiliated Shares Condition, the officers of U.S. Xpress are those management personnel qualifying as “officers” of U.S. Xpress, as applicable, within the meaning of Rule 16a-1 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). U.S. Xpress has informed Purchaser that, as of August 1, 2007, there were 12,508,228 Class A Shares issued and outstanding, including 378,130 restricted Class A Shares, and 3,040,262 Class B Shares issued and outstanding. U.S. Xpress also has informed Purchaser that, as of August 1, 2007, (a) there were 548,115 total options outstanding, and (b) the directors and executive officers of U.S. Xpress (other than Messrs. Quinn and Fuller) beneficially owned 401,190 Class A Shares, with 246,400 of those Class A Shares issuable upon exercise of outstanding stock options.

Based on the foregoing, Purchaser, Holding Company, and the Continuing Investors believe there could be up to approximately 9,136,227 Class A Shares outstanding at the Expiration Date (assuming the exercise of all outstanding options), excluding shares owned by Purchaser, Holding Company, the Continuing Investors, and the directors and executive officers of U.S. Xpress. Accordingly, Purchaser, Holding Company, and the

Continuing Investors believe that satisfaction of the Majority of Unaffiliated Shares Condition could require the valid tender of up to approximately 4,568,114 Class A Shares prior to the Expiration Date. Further, based on the foregoing, Purchaser, Holding Company, and the Continuing Investors believe there are up to approximately 16,096,605 outstanding Class A Shares and Class B Shares combined on a fully diluted basis. Accordingly, Purchaser, Holding Company, and the Continuing Investors believe that the 90% Condition would be satisfied if at least approximately 7,927,757 Class A Shares are validly tendered prior to the Expiration Date. Purchaser, Holding Company, and the Continuing Investors have not updated or verified this share capitalization information, and the actual number of Class A Shares necessary to satisfy the Majority of Unaffiliated Shares Condition and 90% Condition may vary significantly from the number reported in this Offer to Purchase.

Information Concerning U.S. Xpress. The information contained in this Offer to Purchase concerning U.S. Xpress was obtained from publicly available sources or made available by U.S. Xpress to Purchaser, Holding Company, or the Continuing Investors. Neither Purchaser, Holding Company, nor any of the Continuing Investors takes any responsibility for the accuracy of such information.

Stockholders are urged to read this Offer to Purchase and the related Letter of Transmittal carefully before deciding whether to tender their Class A Shares.

SPECIAL FACTORS


1.	Background of the Offer.

Having spent their entire professional careers in the trucking industry, and following more than ten (10) years in various executive leadership positions with other companies, Patrick E. Quinn and Max L. Fuller formed U.S. Xpress in 1985 and commenced operations in the transportation business in 1986. Since founding U.S. Xpress, Messrs. Quinn and Fuller have served continuously as officers and directors of U.S. Xpress. Currently, Mr. Fuller is the Chief Executive Officer and Mr. Quinn is the President of U.S. Xpress, with both serving as Co-Chairmen of the U.S. Xpress board of directors.

In October 1994, U.S. Xpress completed an initial public offering of Class A Shares. In this offering, 2,500,000 Class A Shares were sold by U.S. Xpress and 835,000 shares were sold by certain of U.S. Xpress’s stockholders, including Messrs. Quinn and Fuller. The primary purposes of the initial public offering were to raise capital for U.S. Xpress in order to reduce outstanding debt and fund additional growth, and to provide liquidity for the selling stockholders. In conjunction with the initial public offering, the Class A Shares were registered under the Securities Act of 1933, as amended (the “Securities Act”), and were listed for trading on the NASDAQ National Market under the symbol “XPRSA”. Today the Class A Shares are listed for trading under the same symbol on the NASDAQ Global Select Market (“NASDAQ”).

Between October 1994 and November 2004, U.S. Xpress conducted one additional public offering in August 1997, in which 3,910,000 Class A shares (including over-allotment shares) were sold at a price of $19.00 per share. U.S. Xpress sold 2,885,000 Class A Shares in this offering, which generated net proceeds to U.S. Xpress of approximately $51.7 million. As selling stockholders, Mr. Quinn sold 405,084 Class A Shares and Quinn Family Partners sold 44,916 Class A Shares of U.S. Xpress, receiving approximately $7.3 million and $0.8 million in net proceeds, respectively. Additionally, as selling stockholders in the August 1997 offering, Mr. Fuller sold 575,000 Class A Shares receiving approximately $10.4 million in net proceeds.

In December 2004, U.S. Xpress completed its third and most recent public offering. In this December 2004 underwritten public offering, 4,600,000 Class A Shares (including over-allotment shares) were sold at a price of $25.25 per share. U.S. Xpress sold 2,000,000 Class A Shares in this offering, which generated net proceeds to U.S. Xpress of approximately $47.7 million. As selling stockholders, Mr. Quinn sold 950,000 Class A Shares and Quinn Family Partners sold 100,000 Class A Shares of U.S. Xpress, receiving approximately $22.8 million and $2.4 million in net proceeds, respectively. Additionally, as selling stockholders in the December 2004 offering, Mr. Fuller sold 1,450,000 Class A Shares and Fuller Family Partners, the

predecessor to the Max Fuller Family Limited Partnership, sold 100,000 Class A Shares, receiving approximately $34.9 million and $2.4 million in net proceeds, respectively.

The board of directors of U.S. Xpress has authorized various stock repurchase plans over the years. Under the most recent authorizations from U.S. Xpress’s board of directors, U.S. Xpress repurchased 140,000, 948,686, and 50,000 Class A Shares for approximately $2.5 million, $12.4 million, and $0.7 million in 2006, 2005, and 2004, respectively. In January 2007, the board of directors of U.S. Xpress authorized U.S. Xpress to repurchase up to $15.0 million of Class A Shares on the open market or in privately negotiated transactions at any time until January 26, 2008. During the first quarter ended March 31, 2007, U.S. Xpress purchased 200,000 Class A Shares at an average price per share of $18.59. U.S. Xpress did not purchase any Class A Shares during the second quarter ended June 30, 2007.

Currently, the Continuing Investors own 3,358,926 Class A Shares, or approximately 26.9% of the outstanding Class A Shares as of August 1, 2007, and 3,040,262 Class B Shares, representing all of the outstanding Class B Shares. The Class A Shares and Class B Shares are substantially identical in all respects, with the exception that holders of Class A Shares are entitled to one vote per share, while holders of Class B Shares are entitled to two votes per share. Once the Class B Shares are no longer held by Mr. Quinn, Mr. Fuller, or certain members of their families, Class B Shares will be converted automatically into Class A Shares on a one-for-one basis. The Class A Shares and Class B Shares owned by the Continuing Investors represent a majority of the voting power of all of U.S. Xpress’s outstanding common stock. See “The Tender Offer — Section 8. Certain Information Concerning Purchaser, Holding Company, and the Continuing Investors”.

On multiple occasions prior to U.S. Xpress’s 2004 public offering, Messrs. Quinn and Fuller were approached on an unsolicited basis by third parties wanting to finance a “going private” transaction in which Messrs. Quinn and Fuller would acquire all Class A Shares not then owned by them. On all such occasions, Messrs. Quinn and Fuller chose not to entertain the idea of “going private” based on various market considerations at the time of these unsolicited approaches, including the terms thought to be available in the debt market, the market price of Class A Shares, as well as other factors.

In late November or early December 2006, representatives of SunTrust Bank and SunTrust Capital Markets, Inc. (together with SunTrust Robinson Humphrey, Inc., “SunTrust”) approached Messrs. Quinn and Fuller on an unsolicited basis and requested a meeting to discuss the possibility of taking U.S. Xpress private. Messrs. Quinn and Fuller agreed to meet with these representatives, and the meeting was held on December 5, 2006. Ray Harlin, Executive Vice President of Finance and Chief Financial Officer of U.S. Xpress, and Ryan Rogers, Vice President and Treasurer of U.S. Xpress, also attended this meeting. Shortly after this meeting, and after brief consultation with their financial and legal advisors, Messrs. Quinn and Fuller informed SunTrust that they were not interested in pursuing a “going private” transaction. As a financial matter, the market price of the Class A Shares, and the debt levels that would have been imposed on U.S. Xpress to finance a “going private” transaction at a premium to the market price, made such a transaction unattractive to Messrs. Quinn and Fuller at that time. Further, Messrs. Quinn and Fuller personally were unwilling in December 2006 to begin the time-consuming process of initiating such a transaction.

From the time they informed SunTrust of their decision not to pursue a “going private” transaction until May 2007, Messrs. Quinn and Fuller did not actively consider or discuss such a transaction. During this period, neither took any steps in furtherance of such a transaction.

On April 19, 2007, U.S. Xpress announced its results of operations for the quarter ended March 31, 2007. U.S. Xpress reported that results in this first quarter were 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 a result, U.S. Xpress reported a net loss of $2.6 million, or $0.17 per share, for the first quarter of 2006, compared with net income of $734,000, or $0.05 per diluted share, in the prior-year period. Following the announcement of first quarter results, the Class A Shares traded on NASDAQ at significantly lower prices. For example, in the thirty (30) calendar day period ended April 19, 2007, the average closing price for the Class A Shares on NASDAQ was $17.07, while the average closing price in the thirty (30) calendar days after April 19, 2007 was $14.65.

In May 2007, the market price of the Class A Shares and the terms anticipated to be available in the debt market, as well as other factors and conditions, were such that Messrs. Quinn and Fuller decided to initiate further discussions regarding the possibility of taking U.S. Xpress private and acquiring all Class A Shares not owned by the Continuing Investors. Accordingly, Messrs. Quinn and Fuller began a preliminary review of U.S. Xpress’s operations as a publicly traded entity and future strategy regarding the business, including consideration of the advantages to U.S. Xpress of becoming a private company. Among the advantages to U.S. Xpress perceived by Messrs. Quinn and Fuller were the following:


	•	Reducing the amount of public information available to competitors regarding U.S. Xpress’s business and strategy by terminating U.S. Xpress’s reporting obligations under the Exchange Act.

	•	Eliminating additional burdens on U.S. Xpress’s management who have public reporting and other duties resulting from U.S. Xpress’s public company status, including, for example, the dedication of time and resources necessary to prepare and review SEC documents, to maintain communications with analyst and investor communities, and to respond to analyst and investor inquiries.

	•	Eliminating costs associated with being a public company, including professional fees associated with filing quarterly, annual, and other periodic reports with the SEC, the substantial internal and external costs of compliance with the Sarbanes-Oxley Act of 2002, the expense of publishing and distributing annual reports and proxy statements to stockholders, and the costs of compensating independent directors. Purchaser, Holding Company, and the Continuing Investors estimate that U.S. Xpress incurred approximately $1.0 million of public company costs in each of 2005 and 2006, excluding costs of internal labor.

	•	Gaining the ability to communicate financial results and statistics to a broader base of employees without concern for violating applicable securities laws.

	•	Increasing the ability of U.S. Xpress’s management to focus on long-term business goals, as a non-reporting company, as opposed to the more short-term focus resulting from the quarterly filing requirements of the SEC and earnings expectations resulting therefrom.

In addition to the perceived advantages to U.S. Xpress becoming a private company, Messrs. Quinn and Fuller also reconsidered their original reasons for taking U.S. Xpress public and noted that as a company with limited public float, U.S. Xpress’s ability to use stock as an acquisition currency was extremely limited. Additionally, Messrs. Quinn and Fuller noted that any future public offering of Class A Shares could cause their voting power to decrease to a level below fifty percent (50%). This was not an intended result or consideration when Messrs. Quinn and Fuller initially decided to “go public” in 1994, and it is not a result that Messrs. Quinn or Fuller view favorably at the present time.

On May 18, 2007, Messrs. Quinn and Fuller asked Mr. Harlin to contact SunTrust to arrange a meeting to discuss the possibility of providing funding and post-closing financing for a potential merger or tender offer.

On May 18, 2007, Messrs. Quinn and Fuller contacted a representative of Scudder Law Firm, P.C., L.L.O. (“Scudder”) to obtain additional information necessary to evaluate the feasibility of a possible “going private” transaction and to discuss the implications of such a transaction, including, without limitation, the structure of the transaction, timing, costs, duties, rights, and other important legal considerations related to the potential transaction.

On June 1, 2007, Messrs. Quinn, Fuller, Harlin, and Rogers met with representatives of SunTrust to discuss the financing that would be involved in the proposed transaction and potential terms that might be offered by SunTrust for such financing. Also participating in this meeting was Lisa Pate, who is Vice President — General Counsel of U.S. Xpress, the daughter of Mr. Quinn, and a partner of Quinn Family Partners.

On June 5, 2007, following a regular meeting of the U.S. Xpress board of directors, Messrs. Quinn and Fuller advised the independent directors that they were considering making a proposal to take U.S. Xpress private, but had not engaged a financial advisor, obtained a financing commitment, evaluated a price, or made

a decision whether or not to proceed. Messrs. Quinn and Fuller stated their intention to keep the other board members informed about their plans.

On June 7, 2007, Messrs. Quinn, Fuller, Harlin, and Rogers and Ms. Pate again met with representatives of SunTrust. In this meeting, the discussion focused on the process of “going private”, rather than the terms of a transaction or the financing for a transaction. Following this meeting, Mr. Harlin requested a draft of a financing commitment from SunTrust for review and consideration.

On June 8, 2007, Mr. Fuller contacted a representative of Stifel Nicolaus seeking general information on the premiums in the market and the process of a possible “going private” transaction. At this time, Mr. Fuller also requested a meeting with Stifel Nicolaus to further discuss the proposed transaction.

On June 13, 2007, Messrs. Quinn, Fuller, Harlin, and Rogers and Ms. Pate met with representatives of Stifel Nicolaus. These representatives gave a presentation to the group that was based solely on publicly available information. The presentation included a description of the trading range of the Class A Shares, the trading valuations of various peers, and other information related to U.S. Xpress’s financial position and performance. The representatives of Stifel Nicolaus also discussed their views concerning the “going private” process. The presentation did not include any recommended price or fairness evaluation.

SunTrust provided Mr. Harlin with a draft of a financing commitment for a possible “going private” transaction on June 15, 2007, and Mr. Harlin discussed this proposed commitment with Messrs. Quinn, Fuller, and Rogers, Ms. Pate, and representatives of Scudder.

On June 15, 2007, Messrs. Quinn and Fuller called a special meeting of the board of directors for June 22, 2007, to update the other board members regarding the possibility of making a proposal to take U.S. Xpress private. Also on this date, the two interviewed an investment banking firm regarding the possibility of providing financial advice and assistance in such a potential transaction. It was the intention of Messrs. Quinn and Fuller to make a decision whether to proceed with a “going private” transaction prior to the June 22 board meeting.

On June 18, 2007, Messrs. Quinn, Fuller, and Harlin, Ms. Pate, and representatives of Scudder met to discuss in detail the proposed financing commitment and possible acquisition scenarios. These scenarios included both a negotiated merger and a non-negotiated, two-step transaction involving a tender offer followed by a short-form merger.

On June 18, 2007, Messrs. Quinn and Fuller requested that Stifel Nicolaus prepare a preliminary report to serve as a guide for discussion with the board of directors in connection with a potential acquisition of the outstanding Class A Shares not owned by the Continuing Investors and began negotiating an engagement letter with Stifel Nicolaus. The engagement of Stifel Nicolaus as exclusive financial advisor was later formalized in a letter dated June 22, 2007, as revised and amended by the letter dated August 30, 2007 by and between Stifel Nicolaus and Purchaser. The financial analyses of Stifel Nicolaus are discussed under “Special Factors — Section 5. Preliminary Report of Stifel Nicolaus to Purchaser”.

On June 20, 2007, Messrs. Harlin and Rogers, Ms. Pate, and representatives of Scudder engaged in a telephone conference with representatives of SunTrust to negotiate the final terms of a commitment letter regarding the funding and post-closing financing related to the proposed transaction.

On June 20, 2007, following internal discussions between Messrs. Quinn and Fuller, as well as discussions with representatives of Stifel Nicolaus, Scudder, and SunTrust, as described above, Messrs. Quinn and Fuller determined that if they were to proceed with a transaction to acquire all Class A Shares not owned by the Continuing Investors, such transaction would be structured as a cash tender offer followed by a short-form merger. For additional information on the reasons for structuring the transaction in this manner, see “Special Factors — Section 2. Purpose of the Offer; Purchaser’s Plans for U.S. Xpress; Consideration of Alternatives”.

On June 20, 2007 and June 21, 2007, respectively, Messrs. Quinn and Fuller caused two corporations, Mountain Lake Acquisition Company (“MLAC”) and Mountain Lake Holding Company (“MLHC”) to be formed for the purpose of conducting a tender offer and engaging in related transactions. In order to avoid any inadvertent or technical noncompliance with certain Nevada anti-takeover statutes, it subsequently was decided

that Purchaser and Holding Company, rather than MLAC and MLHC, would conduct this Offer and engage in the related transactions described in this Offer to Purchase.

On the morning of June 22, 2007, prior to the meeting of the board of directors, representatives of Stifel Nicolaus met with Messrs. Quinn and Fuller to discuss Stifel Nicolaus’s analysis and deliver a draft of their preliminary report in substantially final form to Messrs. Quinn and Fuller. The substance of this draft was not materially different from the definitive version of the preliminary report delivered by Stifel Nicolaus and described below under “Special Factors — Section 5. Preliminary Report of Stifel Nicolaus to Purchaser”. Additionally, prior to the meeting of the board of directors, SunTrust delivered a signed financing commitment (the “Original Financing Commitment”) to Messrs. Quinn and Fuller. Messrs. Quinn and Fuller also met with representatives of Scudder to review a draft of a letter to the board of directors regarding the proposed transaction and a draft of a related press release. Messrs. Quinn, Fuller, and representatives of Scudder also discussed general procedural matters relating to the meeting of the board of directors scheduled for later in the day and prepared for that meeting and the announcement of the proposed tender offer. At this time, based on the preliminary report of Stifel Nicolaus, the Original Financing Commitment, and other factors, Messrs. Quinn and Fuller decided to proceed with a tender offer.

On June 22, 2007, Messrs. Quinn and Fuller delivered the following letter to the other members of the U.S. Xpress board of directors:

June 22, 2007

The Board of Directors

U.S. Xpress Enterprises, Inc.

4080 Jenkins Road

Chattanooga, Tennessee 37421

Gentlemen:

On behalf of our company, Mountain Lake Acquisition Company (“MLAC”), we are pleased to announce the intention to pursue a “going-private” transaction in which MLAC would obtain 100% ownership of U.S. Xpress Enterprises, Inc. (the “Company”) by purchasing all unaffiliated shares for cash at $20.00 per share. MLAC has obtained a commitment letter from SunTrust Bank and SunTrust Capital Markets to fund the transaction and has retained Stifel Nicolaus as its financial advisor in connection with determining the offer price. The price represents a premium of 44% over the $13.88 per share average reported closing price of U.S. Xpress’s Class A common stock for the 30 trading days ended on June 21, 2007, and a 41% premium over the $14.23 per share reported closing price on June 21, 2007.

We intend to pursue the transaction through a tender offer we expect to be commenced as soon as practicable. We have formed MLAC to conduct the tender offer. Promptly following the completion of the tender offer MLAC expects to cause a “short-form” merger in which it would acquire at $20.00 per share any Class A common stock of U.S. Xpress that was not acquired in the tender offer.

Currently, we and certain affiliated entities who intend to contribute our shares to MLAC beneficially own approximately 28% of the outstanding Class A common stock of U.S. Xpress, as well as 100% of U.S. Xpress’s outstanding Class B common stock, for an aggregate of approximately 42% of the outstanding Class A and Class B common shares. The Class A common stock is entitled to one vote per share and the Class B common stock is entitled to two votes per share. We and the affiliated entities that will join us do not intend to tender in the offer, nor will we consider any offer to purchase these shares.

The tender offer will be condition upon, among other things, (1) there having been validly tendered and not withdrawn prior to the expiration date of the tender offer at least that number of shares of U.S. Xpress’s Class A common stock that would, when aggregated with the shares of all Class A and Class B common stock owned by us and certain affiliated entities, represent at least

90% of all U.S. Xpress’s Class A and Class B common stock then outstanding, (2) there having been validly tendered and not withdrawn prior to the expiration date of the tender offer at least that number of shares of U.S. Xpress’s Class A common stock that represent at least a majority of the total number of shares of U.S. Xpress’s Class A and Class B common stock outstanding on such date that are not held by us, our affiliated entities, or the directors and executive officers of U.S. Xpress, and (3) MLAC’s receipt of proceeds under its financing commitment. The conditions will be set forth in detail in the tender offer statement on Schedule TO and related documents to be filed with the Securities and Exchange Commission.

As a general matter, use of the tender offer structure is expected to enable U.S. Xpress’s stockholders to receive payment for their shares earlier than would be the case if the parties sought to negotiate a merger agreement. In order to promptly and fully realize these benefits for U.S. Xpress’s stockholders, MLAC would like to complete the acquisition of U.S. Xpress’s public shares as quickly as possible. Therefore, following completion of the tender offer, MLAC intends to utilize a short-form merger procedure, assuming it attains the requisite share ownership.

We believe it would be desirable for U.S. Xpress’s three independent directors to be constituted as a special committee to respond to our proposal on behalf of U.S. Xpress’s public stockholders. As members of U.S. Xpress’s Board of Directors, we will vote in favor of that delegation of authority. We also encourage the special committee, once it is formed, to retain legal and financial advisors to assist it in its review.

A copy of the press release announcing MLAC’s intention to commence a tender offer is attached for your information. We expect to issue the press release after the market closes today.

Very truly yours,

Mountain Lake Acquisition Company


	By:	/s/ Max L. Fuller

Max L. Fuller

Chief Executive Officer


	By:	/s/ Patrick E. Quinn

Patrick E. Quinn

President

Messrs. Quinn and Fuller stated their intention to abstain from any participation in the deliberations of the board of directors regarding the proposed tender offer. At this meeting, the board of directors established a committee of the disinterested directors (the “Special Committee”), which committee consists of John W. Murrey, III, James E. Hall, and Robert J. Sudderth, Jr., each of whom is a holder of Class A Shares and/or options to purchase Class A Shares. The Special Committee was given authority to consider the proposed tender offer for purposes of establishing a view as to the fairness of such offer, to negotiate the terms of the proposed tender offer, to make a recommendation regarding such offer to the stockholders (including any actions related to the Anti-Takeover Condition), and to retain independent counsel and an independent financial advisor to assist it with its deliberations.

After the close of the stock market on June 22, 2007, Messrs. Quinn and Fuller, issued a press release announcing that they had advised the U.S. Xpress board of directors that they intended to commence a tender offer as soon as practicable, pursuant to which they would offer to purchase for cash any and all of the outstanding shares of Class A Shares not presently owned by the Continuing Investors at an offer price of $20.00 per Class A Share, subject to certain conditions as detailed in the letter delivered to the board of directors. Messrs. Quinn and Fuller also informed the Special Committee that they would not entertain offers from any third party for the sale of U.S. Xpress.

On July 10, 2007, the Special Committee informed Messrs. Quinn, Fuller, and representatives of Scudder that it had retained Troutman Sanders LLP (“Troutman”) as its legal counsel.

On July 13, 2007, a representative of Troutman contacted a representative of Scudder and requested on behalf of the Special Committee that Messrs. Quinn and Fuller refrain from formally commencing the tender offer for a short time to allow the Special Committee time to retain a financial advisor, to perform an evaluation of the proposed offer price, and to be in a better position to respond. Following this conversation, representatives of Scudder contacted Messrs. Quinn and Fuller to discuss the Special Committee’s request.

On July 16, 2007, SunTrust provided Mr. Harlin and representatives of Scudder with a draft of a revised financing commitment. Between the date of the Original Financing Commitment and July 16, 2007, SunTrust believed changes had occurred in the debt market. As a result, SunTrust sought to modify the Original Financing Commitment, among other things, to eliminate the synthetic letter of credit facility and second lien term loan features that were included in the Original Financing Commitment. From July 16, 2007 to August 29, 2007, the parties negotiated the terms of this revised financing commitment.

On July 17, 2007, a representative of Scudder contacted a representative of Troutman and communicated the willingness of Messrs. Quinn and Fuller to grant the Special Committee’s request for deferral of any tender offer to allow the Special Committee additional time to conduct its analysis and deliberations.

On July 20, 2007, a representative of Scudder contacted a representative of Troutman and requested that the Special Committee consider resolutions consenting to the formation of Purchaser and Holding Company and the transfer of Class A Shares and Class B Shares by the Continuing Investors to Purchaser and Holding Company at an appropriate time. These resolutions were requested as a precautionary measure to protect against any inadvertent or technical noncompliance with Section 78.411, et seq. of the Nevada Revised Statutes. For additional information regarding Section 78.411, et seq. of the Nevada Revised Statutes and Nevada’s anti-takeover statutes generally, see “The Tender Offer — Section 13. Certain Legal Matters; Regulatory Approvals”.

On July 27, 2007, Stifel Nicolaus delivered to Messrs. Quinn and Fuller the definitive version of its preliminary report described below under “Special Factors — Section 5. Preliminary Report of Stifel Nicolaus to Purchaser”.

On July 27, 2007, a special meeting of the board of directors was held for the purpose of discussing the timing of a tender offer, the status of preparations for a tender offer, and the status of the Special Committee’s proceedings. All members of the board of directors attended this meeting, along with representatives of Scudder and Troutman. Also in attendance were Mr. Harlin and Ms. Pate. At this meeting, the Special Committee informed Messrs. Quinn and Fuller that it was in the process of negotiating an engagement letter with Wachovia Securities (“Wachovia”), pursuant to which Wachovia would act as financial advisor to the Special Committee. The Special Committee also provided Messrs. Quinn and Fuller with a general summary of the financial terms being negotiated with Wachovia. At this meeting, the board of directors also discussed the general terms of indemnification arrangements to be entered into by U.S. Xpress for the benefit of each of the directors, including Messrs. Quinn and Fuller and each member of the Special Committee. As discussed below, these indemnification arrangements were finalized between August 9, 2007, when U.S. Xpress entered into indemnification agreements with each member of the board of directors (collectively, the “Indemnification Agreements”), and August 23, 2007, when U.S. Xpress entered into an escrow agreement with LaSalle Bank National Association and each member of the board of directors, including Messrs. Quinn and Fuller and each member of the Special Committee (the “Escrow Agreement”).

Immediately following the meeting of the board of directors on July 27, 2007, a meeting of the Special Committee was held. The Special Committee subsequently informed Messrs. Quinn and Fuller that it had approved resolutions consenting to the formation of Purchaser and Holding Company at this meeting, and on August 28, 2007, a representative of Troutman provided Scudder with a certified copy of these resolutions, as adopted by the Special Committee at its July 27, 2007 meeting.

On July 30, 2007, the Special Committee informed Messrs. Quinn, Fuller, and representatives of Scudder that it had retained Wachovia as its financial advisor.

On August 1, 2007, Mr. Fuller met with representatives of Wachovia. In these meetings, Mr. Fuller answered questions related to the business, financial condition, and prospects of U.S. Xpress. Additionally, Mr. Harlin met with representatives of Wachovia to discuss financial projections related to U.S. Xpress, prepared by management of U.S. Xpress, including the financial forecast summarized below in “The Tender Offer — Section 7. Certain Information Concerning U.S. Xpress”. Mr. Fuller thereafter responded to representatives of Wachovia regarding additional due diligence inquiries.

Effective August 9, 2007, U.S. Xpress entered into the Indemnification Agreements with each member of its board of directors, including Messrs. Quinn and Fuller and each member of the Special Committee. The Indemnification Agreements provide, among other terms, that:


	•	U.S. Xpress will indemnify and hold harmless each director, to the fullest extent permitted by law, against any and all liabilities and assessments arising out of or related to any threatened, pending, or completed action, suit, proceeding, inquiry, or investigation, whether civil, criminal, administrative, or other (an “Action”), including, but not limited to, judgments, fines, penalties, and amounts paid in settlement (whether with or without court approval), and any interest, assessments, excise taxes, or other charges paid or payable in connection with or in respect of any of the foregoing (a “Liability”), incurred by the director and arising out of his status as a director or member of a committee of the board of directors, or by reason of anything done or not done by the director in such capacities.

	•	U.S. Xpress will indemnify and hold harmless each director, to the full extent permitted by law, against any and all attorneys’ fees and other costs, expenses, and obligations, and any interest, assessments, excise taxes, or other charges paid or payable in connection with or in respect of any of the foregoing (an “Expense”) arising out of or relating to any Action.

	•	U.S. Xpress will not be liable under the Indemnification Agreements for payment of any Liability or Expense incurred by a director if the director has not met the standard of conduct for indemnification set forth in Section 78.7502 (or any statutes cross-referenced therein) of the Nevada Revised Statutes.

	•	Subject to certain limitations, U.S. Xpress will advance all Expenses incurred by the director in connection with any Action.

	•	U.S. Xpress will establish and maintain an escrow for the benefit of all members of the board of directors by depositing into escrow an amount in cash equal to $250,000 for the payment of sums payable by U.S. Xpress under the Indemnification Agreements and to cover certain deductible amounts payable under the policy of directors’ and officers’ liability insurance maintained by U.S. Xpress.

On August 10, 2007, a representative of Wachovia contacted a representative of Stifel Nicolaus to discuss the position of the Special Committee with respect to the price and structure of the proposed tender offer. The representative of Wachovia indicated that the Special Committee was not inclined to recommend in favor of the proposed tender offer based on the presently proposed price and terms. The representative of Wachovia further indicated that the Special Committee would consider the overall combination of price and terms and requested that Messrs. Quinn and Fuller consider increasing the proposed offer price of $20.00 per Class A Share. The representative of Wachovia noted that Wachovia’s analysis supported an offer price in a range of value that included $23.00 per Class A Share. The representative of Wachovia also requested the opportunity to discuss the status of the financing for the proposed tender offer with SunTrust. With respect to structural aspects of the proposed tender offer, the Wachovia representative communicated the Special Committee’s position that it would view the proposed tender offer more favorably if the following terms were incorporated:


	•	The tender offer would need to include a 90% Condition that was waivable only with the prior consent of the Special Committee;

	•	Messrs. Quinn and Fuller would need to commit themselves to making a contribution of their Class A Shares and Class B Shares to the purchasing corporation in the tender offer in order to facilitate a short-form merger;

	•	In making the tender offer, Messrs. Quinn and Fuller would need to confirm their unwillingness to sell their Class A Shares and Class B Shares to an alternate, competing bidder; and


	•	The purchasing corporation in the tender offer would state in the offer that U.S. Xpress is expected to be solvent following consummation of the tender offer and the short-form merger.

On August 13, 2007, Scudder provided a preliminary draft of this Offer to Purchase to a representative of Troutman in order to provide Troutman with additional information concerning the structure of the proposed tender offer.

On August 14, 2007, a representative of Stifel Nicolaus contacted a representative of Wachovia to obtain additional information regarding Wachovia’s analysis of U.S. Xpress. In particular, the Stifel Nicolaus representative inquired as to the methodologies used. In this and subsequent conversations between Stifel Nicolaus and Wachovia between August 14 and August 31, Stifel Nicolaus came to the conclusion that there was substantial overlap in the methodologies and ranges employed by both Wachovia and Stifel Nicolaus in their analyses. Stifel Nicolaus concluded that the main factors contributing to their differing views resulted, in substantial part, from Wachovia’s view of the intrinsic value of U.S. Xpress based on its discounted cash flow analysis and other factors. According to Wachovia’s representative, when applied to the financial forecast prepared by U.S. Xpress’s management, which forecast is summarized below in “The Tender Offer — Section 7. Certain Information Concerning U.S. Xpress”, Wachovia’s discounted cash flow analysis produced ranges of valuation in excess of the $20.00 per Class A Share offer price. Stifel Nicolaus had not prepared such an analysis. Stifel Nicolaus also concluded that Wachovia placed some emphasis on estimated valuation multiples for the recent acquisition of a privately held truckload carrier by Con-Way, Inc. for which historical information is unavailable to the public, Wachovia, and Stifel Nicolaus. In this conversation and subsequent conversations, Wachovia declined to provide its written analysis for review by Stifel Nicolaus, Messrs. Quinn and Fuller, or Purchaser, and Wachovia also declined to discuss the details of its analysis.

Based on its understanding of the basis for the divergence in analyses, Stifel Nicolaus communicated three main points to Wachovia. First, Stifel Nicolaus and Messrs. Quinn and Fuller were not inclined to place any weight on estimated acquisition values of a private company. Second, the lack of access to Wachovia’s written materials made it difficult for Stifel Nicolaus and Messrs. Quinn and Fuller to place significant weight on Wachovia’s analysis. Third, Stifel Nicolaus commented on the general decline in freight volume and in expected financial results for trucking companies in general, and asset-based truckload carriers in particular, since the June 22, 2007, announcement date. For these reasons, Messrs. Quinn and Fuller determined that the limited information provided by Wachovia did not provide a basis for any increase in the offer price at that time.

On August 18, 2007, Troutman contacted Scudder to provide comments to the preliminary draft of this Offer to Purchase. The comments provided by Troutman reflected the Special Committee’s structural requirements for the tender offer, as communicated by Wachovia to Stifel Nicolaus on August 10, 2007, as described in more detail above. In addition, Troutman requested the removal of certain conditions proposed to be included in the tender offer, other than the Majority of Unaffiliated Shares Condition, 90% Condition, Funding Condition, Anti-Takeover Condition, and Antitrust Condition. Among the conditions to which Troutman objected were conditions related to the following:


	•	The non-occurrence of any condition, event, or development with respect to U.S. Xpress that caused, or might be expected to cause, a material diminution in value of the Class A Shares;

	•	The non-occurrence of certain changes in the general economic or market conditions in the United States or abroad; and

	•	The non-occurrence of certain employee benefit-related events.

A representative of Scudder contacted a representative of Troutman on August 20, 2007 to discuss the Special Committee’s structural requests with respect to the proposed tender offer, the comments provided by Troutman to the draft Offer to Purchase, and the views of Messrs. Quinn and Fuller as to the offer price. In

this discussion, the representative of Scudder reported that Messrs. Quinn and Fuller were willing to consider the Special Committee’s structural requests and were willing to increase the offer price to $20.10 per Class A Share if doing so would elicit the Special Committee’s support for the tender offer. The representative of Troutman agreed to communicate the position of Messrs. Quinn and Fuller to the Special Committee.

On August 23, 2007, a representative of Troutman contacted a representative of Scudder to convey the Special Committee’s initial view of the proposal made on August 20, 2007. The representative of Troutman stated that the Special Committee was inclined to view an increase in the proposed offer price to $20.10 per Class A Share alone as insufficient to justify a recommendation by the Special Committee in favor of the proposed tender offer. However, during this conversation and subsequent conversations, the representative of Troutman stated that the Special Committee did not wish to take any action that would deny the holders of Class A Shares the ability to consider the proposed tender offer should Messrs. Quinn and Fuller decide to proceed with the proposed tender offer. The representative of Troutman invited a comprehensive proposal from Messrs. Quinn and Fuller reflecting an increase in offer price and addressing the Special Committee’s structural concerns. According to the Troutman representative, such a comprehensive proposal would need to include evidence of SunTrust’s continued commitment to financing a tender offer at the price proposed.

Also on August 23, 2007, U.S. Xpress entered into the Escrow Agreement. By entering into the Escrow Agreement and depositing $250,000 in cash with the escrow agent, U.S. Xpress satisfied its obligations under the Indemnification Agreements with respect to the establishment of an escrow.

On August 24, 2007, Messrs. Quinn and Fuller reached an agreement in principle with SunTrust with respect to the terms of a revised financing commitment. On August 28, 2007, SunTrust delivered the Financing Commitment in a form ready for signature to Messrs. Quinn and Fuller. Messrs. Quinn and Fuller took the draft of the Financing Commitment under advisement pending further discussions with the Special Committee.

On August 28, 2007, Messrs. Quinn and Fuller caused Purchaser and Holding Company to be formed for the purpose of conducting this Offer and engaging in the related transactions described in this Offer to Purchase. The Continuing Investors together own all of the outstanding membership interests of Holding Company, and Holding Company owns all of the outstanding shares of capital stock of Purchaser.

On August 28, 2007, a representative of Troutman contacted a representative of Scudder to discuss the proposed offer price for the Class A Shares and to set forth additional structural requests for the proposed tender offer. In particular, the representative of Troutman sought confirmation that Messrs. Quinn and Fuller expected statutory appraisal rights to be available under Nevada law in connection with the proposed short-form merger. The representative of Scudder indicated his belief that such rights would be available to U.S. Xpress stockholders in connection with that merger.

On August 29, 2007, a representative of Scudder contacted a representative of Troutman to provide a comprehensive proposal from Messrs. Quinn and Fuller as requested on August 23, 2007. In delivering this proposal, the representative of Scudder provided copies of the Financing Commitment in a form ready for signature and a revised draft of this Offer to Purchase. The representative of Scudder invited Wachovia to contact SunTrust in the event that there were any questions concerning the Financing Commitment.

In the proposal made on August 29, 2007, Messrs. Quinn and Fuller responded to structural requests, among others, from the Special Committee as follows:


	•	Purchaser would make the 90% Condition waivable only with the prior consent of the Special Committee (which Purchaser has done elsewhere in this Offer to Purchase);

	•	Messrs. Quinn and Fuller would commit to making a contribution of their Class A Shares and Class B Shares to Purchaser upon satisfaction or waiver of the conditions to closing in order to facilitate the Merger and would cause the Merger to be effected unless it were not lawful to do so (and Messrs. Quinn and Fuller hereby commit to do so);

	•	Messrs. Quinn and Fuller would confirm in this Offer to Purchase their unwillingness to sell their Class A Shares and Class B Shares to an alternate or competing bidder (and Messrs. Quinn and Fuller hereby make such confirmation);


	•	Purchaser would state in this Offer to Purchase that U.S. Xpress is expected to be solvent following consummation of this Offer and the Merger (and Purchaser hereby makes such statement); and

	•	Purchaser would confirm its view that appraisal rights were available in connection with the Merger under Nevada law (and Purchaser hereby makes such confirmation).

In addition, the representative of Scudder indicated that Messrs. Quinn and Fuller would agree to remove a substantial number of the conditions to the tender offer that the Special Committee found objectionable on August 18, 2007. The conditions that would be removed included the conditions related to diminution in value, general economic changes, and employee benefit-related matters described above.

In terms of the offer price, the representative of Scudder informed the representative of Troutman on August 29, 2007 that Messrs. Quinn and Fuller would reaffirm their willingness to increase the Offer Price to $20.10 per Class A Share but would not further increase the Offer Price at this time. Among the reasons cited for this decision were the following:


	•	Turmoil in the financial markets subsequent to June 22, 2007, the date of the original tender offer proposal, had contributed to higher borrowing costs, limitations on sources of financing, and slowing economic activity;

	•	Decreases in freight demand in the trucking industry in recent weeks had called into question the likelihood of achieving the near term results reflected in the financial forecast prepared by U.S. Xpress’s management, which forecast is summarized below in “The Tender Offer — Section 7. Certain Information Concerning U.S. Xpress”; and

	•	Decreases in the S&P 500 and the Dow Jones Transport Index subsequent to June 21, 2007, the last trading date prior to the original tender offer proposal, indicated a material decrease in the market value of the companies included in those indices.

The representative of Scudder stated his belief that the increase in offer price should be considered meaningful by the Special Committee in light of the negative economic and financial occurrences since the June 22, 2007, announcement date.

In delivering the proposal on August 29, 2007, the representative of Scudder indicated that certain actions would be requested of the Special Committee if it chose to support the proposal. Specifically, the Special Committee would be expected to recommend in favor of the tender offer. Additionally, immediately prior to the Merger, the members of the Special Committee would be asked to resign from the U.S. Xpress board of directors upon consummation of the Offer. Further, to satisfy the Anti-Takeover Condition, the Special Committee would be asked to adopt an amendment to the bylaws of U.S. Xpress to render Section 78.378 et seq. of the Nevada Revised Statutes inapplicable to the Offer. For additional information regarding Section 78.378 et seq. of the Nevada Revised Statutes and Nevada’s anti-takeover statutes in general, see “The Tender Offer — Section 13. Certain Legal Matters; Regulatory Approvals”. The representative of Scudder communicated that, in view of increased financing costs, a slowing economy, and uncertainty surrounding the Special Committee’s response with respect to the present offer, Messrs. Quinn and Fuller had not decided whether to proceed if the Special Committee decided not to support the proposed tender offer.

On August 30, 2007, a representative of Wachovia contacted SunTrust to confirm the certainty of financing and the amount of financing available to consummate the proposed transaction under the Financing Commitment.

On August 31, 2007, a representative of Troutman contacted a representative of Scudder to communicate the Special Committee’s response to the proposal delivered on August 29, 2007. Among other things, the representative of Troutman indicated that, at the present time, the Special Committee did not expect to take any action to prevent or impede the proposed tender offer. However, the Special Committee, at the present time, did not expect to recommend in favor of a tender offer at a price below $21.00 per Class A Share. The representative of Troutman indicated that one reason for the Special Committee’s decision was Wachovia’s assessment that the Financing Commitment contained sufficient availability to fund an increase in the proposed offer price to at least $21.00 per Class A Share. The representative of Troutman stated that Wachovia’s

assessment was based on Wachovia’s discussions with representatives of SunTrust on August 30, 2007. The representative of Scudder disagreed with Wachovia’s assessment of the Financing Commitment and inquired whether the $21.00 per Class A Share price communicated by the Special Committee was based on Wachovia’s assessment of the Financing Commitment and whether the Special Committee’s present unwillingness to recommend in favor of an offer price below $21.00 per Class A Share might change if Wachovia’s assessment of the Financing Commitment were to change. While first emphasizing that Wachovia’s discounted cash flow analysis produced ranges of value in excess of $21.00 per Class A Share, the representative of Troutman stated that the Wachovia analysis also included values of less than $21.00 per Class A Share. During further discussion, the representative of Troutman indicated that, depending on the valuation measures emphasized by the Special Committee, portions of the Wachovia analysis might be read to support a recommendation in favor of an offer price less than $21.00 per Class A Share. The representative of Troutman pointed out, however, that neither the Special Committee nor Wachovia had made any such determination.

A conference call was arranged and held later on August 31, 2007. Participating in this call were representatives from Wachovia, SunTrust, Stifel Nicolaus, and Scudder. Also participating was Mr. Harlin from U.S. Xpress. The purpose of the conference call was to clarify the terms of the Financing Commitment, including the amount of post-closing liquidity available under the Financing Commitment that could be used to fund an increased offer price. During this call, the representative of SunTrust stated that the post-closing liquidity portion of the Financing Commitment was not intended to be available to fund payment of the Offer Price and that any increase in the commitment to fund a higher offer price would require approval of SunTrust’s credit committee.

Additionally, during this call, Mr. Harlin advised the representatives of Wachovia that, based on anticipated results for July and August, he did not expect U.S. Xpress to achieve the near-term level of performance reflected in management’s financial forecast for 2007, which forecast had been prepared in June 2007 and is summarized below in “The Tender Offer — Section 7. Certain Information Concerning U.S. Xpress”. Specifically, Mr. Harlin stated that he expected U.S. Xpress to achieve operating income of between $12.0 million and $13.0 million for the third quarter of 2007, rather than the projected $15.8 million contained in management’s financial forecast. Mr. Harlin attributed the expected level of performance to an industry-wide decline in freight tonnage and accompanying rate pressure from many shippers. At the end of the conference call, a representative of Wachovia indicated that he would communicate the additional information provided to the Special Committee for their consideration.

On September 4, 2007, Mr. Murrey returned a phone message from Mr. Fuller to discuss the Offer Price and other terms of the proposal communicated on August 29, 2007. In this conversation, Mr. Murrey indicated that the Special Committee would recommend in favor of a tender offer at an offer price of $21.00 per Class A Share. Mr. Murrey indicated, though, that the Special Committee would not prevent the consummation of the Offer at the Offer Price of $20.10 per Class A Share if the Majority of Unaffiliated Shares Condition and the 90% Condition were satisfied. Later on September 4, 2007, a representative of Troutman contacted a representative of Scudder and conveyed a message similar to that given by Mr. Murrey to Mr. Fuller.

On September 5, 2007, a representative of Scudder contacted a representative of Troutman to obtain more specific information on the Special Committee’s position with respect to the Offer at the Offer Price of $20.10 per Class A Share. In response, the representative of Troutman indicated the following:


	•	At the Offer Price of $20.10 per Class A Share, the Special Committee presently intended to express no opinion and remain neutral with respect to the Offer in its Schedule 14D-9;

	•	Regardless of the Special Committee’s ultimate recommendation with respect to the Offer at the Offer Price of $20.10 per Class A Share, the Special Committee did not expect to take any action that would prevent the Offer, if commenced, from being considered by the holders of Class A Shares; and

	•	At the Offer Price of $20.10 per Class A Share, the Special Committee did not expect to take any action, or fail to take any action, that would prevent the Offer from being completed so long as the number of Class A Shares tendered would satisfy the Majority of Unaffiliated Shares Condition and the

90% Condition. Specifically, the Special Committee would adopt an amendment to the bylaws of U.S. Xpress to satisfy the Anti-Takeover Condition, and the members of the Special Committee would resign as directors upon consummation of the Offer.

In the course of the conversation on September 5, 2007, the representative of Scudder also sought to obtain clarification from the representative of Troutman concerning the Special Committee’s prior communication that it would recommend in favor of a tender offer at $21.00 per Class A Share. Specifically, the representative of Scudder asked whether, in addition to stating that it would recommend in favor of a tender offer at $21.00 per Class A Share, the Special Committee intended to convey that it would not recommend in favor of a tender offer at any offer price that was less than $21.00 per Class A Share. During the conversation, the representative of Scudder reminded the representative of Troutman that the top of the Stifel Nicolaus price range had been $20.50 per Class A Share and the representative of Scudder stated that, even with a recommendation of the Special Committee in favor of the tender offer, he could not envision an offer price in excess of the Stifel Nicolaus price range, particularly into declining freight and financing markets. The representative of Troutman remarked that Wachovia’s analysis suggested values higher than the Stifel Nicolaus analysis. However, the representative of Troutman went on to say that the Special Committee had not addressed the issue of whether it would consider recommending in favor of any tender offer at a price below $21.00 per Class A Share. Accordingly, the representative of Troutman stated a need to consult further with the Special Committee. The representative of Scudder then suggested that the Special Committee may wish to consider whether it would recommend in favor of a tender offer with a price near $20.50 per Class A Share, since that was the top of the Stifel Nicolaus price range. The representative of Scudder added that he had no authority from Messrs. Quinn and Fuller to make such an offer.

On September 6, 2007, the representative of Troutman informed the representative of Scudder that a Special Committee meeting would be held on September 7, 2007 to consider the question posed.

On September 7, 2007, a representative of Troutman contacted a representative of Scudder and informed him that the Special Committee had met and, while the Special Committee did not wish to discourage the proposed tender offer, the Special Committee currently could not commit to recommend in favor of any tender offer at an offer price less than $21.00 per Class A Share. The representative of Troutman further stated that if Purchaser proceeded with a tender offer at an offer price less than $21.00 per Class A Share, the Special Committee would make a final recommendation concerning the tender offer in accordance with its obligations. The representative of Scudder indicated that, based on the Special Committee’s response, he expected Purchaser to commence the Offer at the Offer Price of $20.10 per Class A Share sometime during the week of September 10, 2007.

Later on September 7, 2007, SunTrust, Purchaser, and Messrs. Quinn and Fuller executed the Financing Commitment, which Financing Commitment replaced and superseded the Original Financing Commitment in its entirety. Thereafter, Purchaser, Holding Company, and the Continuing Investors determined to proceed with this Offer at the Offer Price of $20.10 per Class A Share.

On September 9, 2007, a representative of Scudder delivered a draft of a press release to be issued by Messrs. Quinn and Fuller on September 10, 2007, to the representatives of Troutman.

On September 10, 2007, a representative of Scudder called a representative of Troutman to inquire whether Troutman had any comments with regard to the draft press release. The representative of Troutman indicated that he did not have any comments, but that he had not yet spoken to the members of the Special Committee.

Later on September 10, 2007, the representative of Troutman called the representative of Scudder to indicate that the Special Committee did not have any comments regarding the draft press release. The representative of Troutman further stated that the Special Committee was not prepared to agree in advance to recommend in favor of any tender offer at a price less than $21.00 per Class A Share. If Messrs. Quinn and Fuller commenced a tender offer at an offer price of less than $21.00 per Class A Share, the Special Committee would make its recommendation within the legal timeframe after considering the tender offer. Because the willingness of Messrs. Quinn and Fuller to agree to increase the offer price to $20.10 per Class A

Share and accept the structural changes proposed by the Special Committee had been conditioned on a recommendation by the Special Committee in favor of the proposed tender offer, and the Special Committee failed to take such action, the representative of Troutman asked whether the Offer to Purchase would still contain the structural changes and offer price of $20.10 per Class A Share. The representative of Scudder stated that, despite the Special Committee’s unwillingness to agree in advance to recommend in favor of the Offer, Messrs. Quinn and Fuller nonetheless would include the structural changes in this Offer to Purchase and would make this Offer at the Offer Price of $20.10 per Class A Share.

Later on September 10, 2007, Messrs. Quinn and Fuller authorized a press release to announce that Purchaser had executed the Financing Commitment and intended to commence the Offer within one week at the Offer Price of $20.10 per Class A Share.

On September 12, 2007, Purchaser filed this Offer to Purchase with the SEC and mailed this Offer to Purchase and the related documents to holders of Class A Shares for their consideration.

The Offer has not been approved by U.S. Xpress, its board of directors, or any committee thereof. To the best knowledge of Purchaser, Holding Company, and the Continuing Investors, no director or executive officer of U.S. Xpress has made any recommendation with respect to the Offer. Under the rules promulgated by the SEC, the Special Committee, on behalf of U.S. Xpress, is required to advise U.S. Xpress’s stockholders whether it recommends acceptance or rejection of the Offer, expresses no opinion, remains neutral with respect to the Offer, or is unable to take a position with respect to the Offer. None of the directors who are affiliated or associated with Purchaser will participate in U.S. Xpress’s consideration of the Offer for purposes of making any such recommendation or statement to U.S. Xpress’s stockholders.


2.	Purpose of the Offer; Purchaser’s Plans for U.S. Xpress; Consideration of Alternatives.

To consummate the Merger, upon satisfaction or waiver, where applicable, of all conditions to the Offer, the Continuing Investors will contribute the Class A Shares and Class B Shares owned by them to Purchaser and upon consummation of the Offer will cause Purchaser to effect the Merger with U.S. Xpress. Upon contribution of Class B Shares to Purchaser, such Class B Shares will be converted on a one-for-one basis into Class A Shares, and all outstanding shares of capital stock of U.S. Xpress will be of a single class. Under Chapter 92A of the Nevada Revised Statutes, once Purchaser owns at least ninety percent (90%) of the outstanding shares of all classes of U.S. Xpress capital stock and the Anti-Takeover Condition has been satisfied, Purchaser can effect the Merger without a vote of or prior notice to the stockholders or board of directors of U.S. Xpress. Pursuant to the Merger, each then outstanding Class A Share (other than Class A Shares owned by Purchaser or Class A Shares, if any, that are held by stockholders who are entitled to and who properly exercise appraisal rights under Nevada law), would be converted pursuant to the terms of the Merger to the right to receive the same amount of cash consideration paid in the Offer.

Purchaser, Holding Company, and the Continuing Investors believe that a cash tender offer for the Class A Shares is the best method for taking U.S. Xpress private. Once the Continuing Investors determined to acquire all outstanding equity interests of U.S. Xpress not owned by them, the Continuing Investors wanted to pursue the most efficient course and believed that offering to buy the Class A Shares directly from other U.S. Xpress stockholders would result in an expedited and fair process. The Continuing Investors chose a path consistent with applicable legal precedents for transactions involving the acquisition of minority interests of publicly traded companies by their controlling or significant stockholders. The Continuing Investors believed that a

negotiated merger transaction would require a long lead time to negotiate and consummate, and potentially could involve additional legal risk to themselves, to U.S. Xpress, and to the U.S. Xpress board of directors.

Purchaser, Holding Company, and the Continuing Investors have not received the approval of U.S. Xpress or its board of directors with respect to the acquisition of the outstanding Class A Shares not owned by Purchaser, Holding Company, or the Continuing Investors. The Continuing Investors are prepared, however, to continue to meet with the Special Committee to discuss the conduct of, and analyses underlying the decision to commence, this Offer in an effort to ensure a smooth, proper, and successful Offer. In addition, the affirmative action of the Special Committee and the U.S. Xpress board of directors is necessary to satisfy the Anti-Takeover Condition.

The Continuing Investors believe that the employees of U.S. Xpress are important to the success of the business and operations of U.S. Xpress, and the Continuing Investors do not expect any material changes to the workforce as a result of the Offer or the Merger. An incentive program for key U.S. Xpress employees is planned following completion of the Offer and the Merger. At this time, Purchaser, Holding Company, and the Continuing Investors have not finalized any particular incentive plans, but they intend to work with management of U.S. Xpress to minimize any disruption to the U.S. Xpress team. In connection with the Merger, it is Purchaser’s intent to cause all remaining U.S. Xpress options to be cancelled, regardless of whether those options are vested or unvested. In exchange, option holders will receive a cash payment with respect to each Class A Share subject to each such option in an amount equal to the excess, if any, of $20.10, without interest thereon and less any required withholding taxes, over the exercise price of each such option, as such price may have been adjusted.

Except as otherwise described in this Offer to Purchase, none of Purchaser, Holding Company, or the Continuing Investors has any current plans or proposals or negotiations that relate to or would result in: (i) an extraordinary corporate transaction, such as a merger (other than the Merger), reorganization, or liquidation involving U.S. Xpress; (ii) any purchase, sale, or transfer of a material amount of assets of U.S. Xpress; (iii) any material change in the present dividend rate or policy of U.S. Xpress; (iv) any change in the management of U.S. Xpress (other than the intention to appoint a board of directors comprised solely of members of Purchaser’s management after the Merger) or any change in any material term of the employment contract of any executive officer; or (v) any other material change in the corporate structure or business of U.S. Xpress.

Following the Offer and the Merger, Purchaser, Holding Company, and the Continuing Investors expect to review U.S. Xpress and its assets, corporate structure, capitalization, operations, properties, policies, management, and personnel to determine what changes, if any, would be desirable following the Merger. Purchaser, Holding Company, and the Continuing Investors expressly reserve the right to make any changes that it deems necessary or appropriate in light of its review or in light of future developments. In addition, U.S. Xpress regularly reviews investment and acquisition opportunities in the trucking industry and may pursue such opportunities when appropriate. In particular, the Continuing Investors are aware that certain investment and acquisition opportunities in the trucking industry recently have been under active consideration by management and the board of directors of U.S. Xpress. In two cases involving companies with combined revenues of approximately $200.0 million, the Continuing Investors are aware that non-binding and confidential agreements in principle have been reached for U.S. Xpress to acquire all of, or a minority interest in, such companies. One case involves the potential acquisition of 100% of the stock of a truckload carrier that generates approximately $35.0 million in revenue. Based on the relatively small size of this company in relation to U.S. Xpress, such company’s revenues, earnings, and assets are considered immaterial to U.S. Xpress. The second case involves a minority investment in a truckload carrier that generates approximately $165.0 million in revenue. It is anticipated that the second transaction may be similar to previous transactions involving Arnold Transportation Services, Inc., Total Transportation of Mississippi and its affiliated companies, Abilene Motor Express, Inc., and C&C Trucking of Duncan, Inc. Because this second transaction would be a minority investment at inception, Purchaser, Holding Company, and the Continuing Investors do not expect that the financial conditions and results of operations of the company involved in the possible investment would be consolidated with those of U.S. Xpress to be able to access the earnings or cash flows of such company for the foreseeable future. If the Offer and Merger are completed, Purchaser, Holding Company, and

the Continuing Investors may cause U.S. Xpress to continue to pursue investment and acquisition opportunities, including opportunities originally arising prior to the Offer and Merger, if appropriate.


3.	Certain Effects of the Offer and Merger.

The consummation of the Offer and Merger will affect U.S. Xpress and its stockholders in a variety of ways. As a result of the Offer, the direct and indirect interest of Purchaser, Holding Company, and the Continuing Investors in the net book value and net income of U.S. Xpress will increase to the extent of the number of Class A Shares acquired under the Offer. Following consummation of the Merger, the interest of Holding Company and the Continuing Investors in such items will increase to one hundred percent (100.0%) and Holding Company and the Continuing Investors will be entitled to all benefits resulting from that interest, including all income generated by the operations of U.S. Xpress and any future increase in the value of U.S. Xpress. Similarly, Holding Company and the Continuing Investors also will bear the risk of losses generated by the operations of U.S. Xpress and any decrease in the value of U.S. Xpress after the Merger. Upon consummation of the Merger, U.S. Xpress will become a privately held corporation. Accordingly, former stockholders will not have any right to vote on corporate matters.

As a privately held corporation, the Class A Shares will not be publicly traded on NASDAQ. As soon as possible following the Merger, registration of the Class A Shares under the Exchange Act will be terminated, thereby reducing the amount of information about U.S. Xpress (including its financial statements) that must be publicly disclosed. Additionally, based on conversations with SunTrust and the credit rating agencies, Purchaser has agreed to appoint at least one independent director to its board of directors following the Merger. Such independent director(s) will not be a current director(s) of U.S. Xpress.

The Class A Shares presently are “margin securities” under the regulations of the Board of Governors of the Federal Reserve Board, which has the effect, among other things, of allowing brokers to extend credit on the collateral of the Class A Shares. Following the Offer, depending on whether U.S. Xpress can remain listed on NASDAQ (which in turn depends, in part, on the number of Class A Shares outstanding not held by Purchaser and the total number of stockholders other than Purchaser, Holding Company, and the Continuing Investors), the Class A Shares may no longer constitute “margin securities” for the purposes of the Federal Reserve Board’s margin regulations, in which event the Class A Shares would be ineligible for use as collateral for margin loans made by brokers. Following the Merger, the Class A Shares will cease to be “margin securities” for the purposes of such margin regulations and will be ineligible for use as collateral for margin loans made by brokers.

Sales of Class A Shares pursuant to the Offer and the exchange of Class A Shares for cash pursuant to the Merger will be taxable transactions for federal income tax purposes and may also be taxable under applicable state, local, and other tax laws. For federal income tax purposes, a stockholder who is a United States taxpayer whose Class A Shares are purchased pursuant to the Offer or who receives cash as a result of the Merger will realize gain or loss equal to the difference between the adjusted basis of the Class A Shares sold or exchanged and the amount of cash received therefor. This gain or loss will be capital gain or loss if the Class A Shares are held as capital assets by the stockholder. Long-term capital gain of a non-corporate stockholder is generally subject to a maximum tax rate of fifteen percent (15%) in respect of property held for more than one year.


4.	Position of Purchaser, Holding Company, and the Continuing Investors Regarding Fairness of the Offer and Merger.

The rules of the SEC require Purchaser, Holding Company, and the Continuing Investors to express their belief as to the fairness of the Offer to the stockholders of U.S. Xpress who are not affiliated with U.S. Xpress, Purchaser, Holding Company, or the Continuing Investors (the “Unaffiliated Stockholders”). Purchaser, Holding Company, and the Continuing Investors believe that the Offer is both financially and procedurally fair to these Unaffiliated Stockholders based on the following:


	•	The fact that the Offer is conditioned upon the tender of a majority of the Class A Shares not owned by Purchaser, Holding Company, the Continuing Investors, or the directors or executive officers of


		U.S. Xpress. This Majority of Unaffiliated Shares Condition is not waivable. Purchaser, Holding Company, and the Continuing Investors believe that the stockholders of U.S. Xpress are sophisticated investors capable of evaluating the fairness of the Offer and an informed decision by holders of Class A Shares sufficient to satisfy the Majority of Unaffiliated Shares Condition will provide meaningful procedural protection for the Unaffiliated Stockholders.


	•	The fact that, at $20.10 per Class A Share, the Offer Price represents a 41.5% premium over the reported closing price of the Class A Shares on NASDAQ on June 22, 2007, the last trading day prior to public announcement of the proposed tender offer. The Offer Price also represents premiums of 45.8%, 44.9%, and 35.5% over the average reported closing price of the Class A Shares on NASDAQ for the ten (10), thirty (30), and sixty (60) trading days ended on June 22, 2007, respectively. The Offer Price represents a premium of 12.5% over the average reported closing price of the Class A Shares on NASDAQ for the period between June 23, 2007, and September 11, 2007, the last full trading day prior to the date of this Offer.

	•	The fact that the Offer Price is within or exceeds the range of implied offer prices suggested by the Stifel Nicolaus financial analysis, which is described in more detail below in “Special Factors — Section 5. Preliminary Report of Stifel Nicolaus to Purchaser”.

	•	The historical and forecasted financial performance of U.S. Xpress, including the projections for fiscal years ending December 31, 2007 to December 31, 2011 described below in “The Tender Offer — Section 7. Certain Information Concerning U.S. Xpress”, as well as the current and anticipated operating environment and market conditions for companies within the trucking industry. In terms of historical financial performance, Purchaser, Holding Company, and the Continuing Investors noted that U.S. Xpress historically has underperformed the majority of other asset-based truckload carriers in its industry, as measured by the metrics of:


	•	Operating ratio (i.e., the ratio of U.S. Xpress’s total operating expenses to its total operating revenue) — As of June 22, 2007, the last day prior to the announcement of the proposed tender offer, U.S. Xpress’s operating ratio ranked tenth out of twelve publicly traded asset-based truckload carriers.

	•	Return on assets, equity, and invested capital — As of June 22, 2007, U.S. Xpress’s trailing twelve month return on assets of 2.0%, return on equity of 7.0%, and return on invested capital of 4.9% ranked eleventh, eighth, and eighth, respectively, out of twelve publicly traded asset-based truckload carriers,

	•	Enterprise value as a multiple of EBITDA — As of June 22, 2007, U.S. Xpress’s enterprise value as a multiple of trailing twelve month earnings before interest, taxes, depreciation, and amortization (“EBITDA”) was 4.8 times, which was tied for eighth out of twelve publicly traded asset-based truckload carriers.

See “Special Factors — Section 5. Preliminary Report of Stifel Nicolaus to Purchaser” for additional information. Further, although the operating and financial performance of U.S. Xpress improved year-over-year between 2005 and 2006, that performance suffered in the first and second quarters of 2007. U.S. Xpress experienced a net loss of approximately $2.6 million, or $0.17 per share, in the first quarter of 2007, compared to net income of approximately $0.7 million, or $0.05 per diluted share, in the first quarter of 2006. For the second quarter of 2007, U.S. Xpress reported net income of approximately $2.7 million, or $0.18 per diluted share, compared to net income of approximately $5.7 million, or $0.37 per diluted share, in the second quarter of 2006. For the six months ended June 30, 2007, U.S. Xpress reported net income of approximately $0.1 million, or $0.01 per diluted share, compared to net income of approximately $6.5 million, or $0.42 per diluted share, in the six months ended June 30, 2006. With respect to forecasted financial performance, Purchaser, Holding Company, and the Continuing Investors noted that, under management’s projections, the operating and financial performance of U.S. Xpress for full-year 2007 is expected to deteriorate from full-year 2006. Further, while the estimated operating and financial performance of U.S. Xpress shown in management’s projections for 2008 would represent an improvement over estimated performance in 2007, that projected performance is dependent upon

significant operating improvements that may or may not be achieved. See “The Tender Offer — Section 7. Certain Information Concerning U.S. Xpress” for additional information.


	•	The fact that the Offer and the Merger would shift risk with respect to the future operating and financial performance of U.S. Xpress from the Unaffiliated Stockholders, who do not have the power to control decisions made as to the business of U.S. Xpress, entirely to Holding Company and the Continuing Investors, who would have the power to control the business of U.S. Xpress and who have the resources to manage and bear the risks inherent in the business over the long term.

	•	The fact that each Unaffiliated Stockholder will be able to decide voluntarily whether to tender such Unaffiliated Stockholder’s Class A Shares in the Offer, and if such Unaffiliated Stockholder elects not to tender, he, she, or it will receive exactly the same type and amount of consideration in the Merger that is expected to follow completion of the Offer. In addition, Unaffiliated Stockholders who do not tender their Class A Shares in the Offer will be entitled, upon consummation of the Merger following completion of the Offer, to exercise statutory appraisal rights in the Merger, which allow stockholders to have the fair value of their Class A Shares determined by a Nevada court and paid to them in cash.

	•	The fact that the Offer and the Merger each will provide consideration to the stockholders of U.S. Xpress (other than Purchaser, Holding Company, and the Continuing Investors) entirely in cash, thus eliminating any uncertainty in valuing the consideration.

	•	The fact that the Offer and the Merger will provide liquidity for stockholders of U.S. Xpress whose ability to sell their Class A Shares may be adversely affected by the limited trading volume and low public float in the Class A Shares.

Purchaser, Holding Company, and the Continuing Investors did not consider the liquidation value of U.S. Xpress because they consider U.S. Xpress to be a viable, going concern and therefore do not consider liquidation value to be a relevant valuation method. Purchaser, Holding Company, and the Continuing Investors did not consider other firm offers to acquire U.S. Xpress because they are not aware of any made within the past two (2) years. Further, Purchaser, Holding Company, and the Continuing Investors did not consider net book value, which is an accounting concept, as a factor because they believed that net book value is not a material indicator of the value of U.S. Xpress as a going concern but rather is indicative of historical costs. Purchaser, Holding Company, and the Continuing Investors note, however, that the Offer Price represents a premium of 22.1% over the net book value per outstanding share as of June 30, 2007, and a premium of 97.9% to the tangible book value per outstanding share as of June 30, 2007.

The foregoing discussion of the information and factors considered and given weight by Purchaser, Holding Company, and the Continuing Investors in connection with the fairness of the Offer is not intended to be exhaustive but is believed to include all material factors considered by Purchaser, Holding Company, and the Continuing Investors. Purchaser, Holding Company, and the Continuing Investors did not find it practicable to, and did not, quantify or otherwise assign relative weights to the individual factors considered in reaching their conclusions as to the fairness of the Offer. Rather, the fairness determinations were made after consideration of all of the foregoing factors as a whole.

The view of Purchaser, Holding Company, and the Continuing Investors as to the fairness of the Offer should not be construed as a recommendation to any stockholder as to whether that stockholder should tender such stockholder’s Class A Shares in the Offer.


5.	Preliminary Report of Stifel Nicolaus to Purchaser.

General. Stifel Nicolaus was retained on June 22, 2007 as exclusive financial advisor and dealer/manager in connection with a potential offer. In selecting Stifel Nicolaus as its exclusive financial advisor, Purchaser considered primarily Stifel Nicolaus’ qualifications and knowledge of the business affairs of U.S. Xpress and the truckload industry, as well as the reputation of Stifel Nicolaus as an internationally recognized investment banking firm that has substantial experience in transactions similar to the Offer.

At the request of Purchaser, Stifel Nicolaus prepared a preliminary report (the “Preliminary Report”) that was intended to serve as a guide for Purchaser’s formulation of an offer price and also to be shared with the board of directors of U.S. Xpress and any special committee if and when such a committee were established.

On June 22, 2007, Stifel Nicolaus delivered a draft of the Preliminary Report in substantially final form to Purchaser. Stifel Nicolaus did not prepare the Preliminary Report to recommend or provide support for a fair or appropriate offer price for the Class A Shares not held by Purchaser. Had Stifel Nicolaus intended to do so, the information and comparisons presented in the Preliminary Report may have been different. Stifel Nicolaus was not asked to, and has not, delivered a valuation of U.S. Xpress or a fairness opinion to Purchaser or any other party (including U.S. Xpress) in connection with the Offer. Accordingly, the Preliminary Report does not constitute a valuation of U.S. Xpress or a fairness opinion and was provided for informational purposes only.

The full text of the Preliminary Report is attached as Exhibit (c) to the Schedule TO filed on September 12, 2007, in connection with the Offer and is incorporated into this document by reference. This summary of the Preliminary Report is qualified in its entirety by reference to the full text of the Preliminary Report. Stockholders are urged to read the Preliminary Report carefully and in its entirety for a discussion of the procedures followed, assumptions made, other matters considered and limits of the review undertaken by Stifel Nicolaus in connection with such Preliminary Report.

Copies of the Preliminary Report are also available for inspection and copying at the principal executive offices of Purchaser during regular business hours by any U.S. Xpress stockholder or stockholder representative who has been so designated in writing, and will be provided to any such stockholder or stockholder representative upon written request at the expense of the requesting party. U.S. Xpress stockholders interested in obtaining a copy of the Preliminary Report should contact Purchaser at 3993 Howard Hughes Parkway, Suite 250, Las Vegas, Nevada 89169-6754.

The Preliminary Report was solely for the information and use of Purchaser in connection with its consideration of a potential offer and is not to be relied upon by any stockholder of U.S. Xpress or any other person or entity. The Preliminary Report does not constitute a valuation, a fairness opinion, or recommendation to Purchaser or any other party (including U.S. Xpress) as to how Purchaser or any other party (including U.S. Xpress) should vote or act with respect to the Offer. The Preliminary Report does not compare the relative merits of the Offer with any other alternative transaction or business strategy which may have been available to Purchaser or U.S. Xpress and does not address the underlying business decision of Purchaser or U.S. Xpress to proceed with or effect the transaction contemplated by the Offer. Stifel Nicolaus was not involved in structuring or negotiating the Offer or any related agreements and was not requested to explore alternatives to the Offer or to solicit the interest of any other parties in pursuing transactions with Purchaser or U.S. Xpress.

The Preliminary Report is necessarily based upon financial, economic, market, and other conditions and circumstances existing and disclosed to Stifel Nicolaus as of the date of the Preliminary Report. It is understood that subsequent developments may affect the conclusions reached in the Preliminary Report, and that Stifel Nicolaus does not have any obligation to update, revise, or reaffirm the Preliminary Report. The Preliminary Report does not consider, address or include the legal, tax, or accounting consequences of the Offer on Purchaser, U.S. Xpress, or the holders of U.S. Xpress’s securities.

In providing financial advice and preparing the Preliminary Report, Stifel Nicolaus relied upon and assumed, without independent verification, the accuracy and completeness of all information that was publicly available or was furnished to Stifel Nicolaus by Purchaser and U.S. Xpress or otherwise reviewed by Stifel Nicolaus, and has not assumed any responsibility or liability therefor.

Stifel Nicolaus was not asked to make, and has not assumed responsibility for making, any independent evaluation of U.S. Xpress and did not verify and has not assumed any responsibility for making any independent verification of the information Stifel Nicolaus reviewed. In addition, Stifel Nicolaus did not conduct any valuation or appraisal of any assets or liabilities, nor have any such valuations or appraisals been provided to Stifel Nicolaus. Stifel Nicolaus also assumed that there have been no material changes in U.S. Xpress’s condition, results of operations, business, or prospects since the date of the most recent financial statements made available to Stifel Nicolaus. Stifel Nicolaus based its analyses on assumptions that it deemed reasonable, including assumptions concerning general business and economic conditions and industry-specific factors. Stifel Nicolaus’ analyses are not necessarily indicative of actual values or actual future results that might be achieved, which values may be higher or lower than those indicated. Moreover, Stifel Nicolaus’

analyses are not and do not purport to be appraisals or otherwise reflective of the prices at which businesses actually could be bought or sold.

Stifel Nicolaus as part of its investment banking business, is continually engaged in the valuation of businesses and their securities in connection with mergers and acquisitions, negotiated underwritings, competitive biddings, secondary distributions of listed and unlisted securities, private placements and valuations for estate, corporate, and other purposes. Stifel Nicolaus is familiar with U.S. Xpress, having acted as lead underwriter in connection with its follow-on offering in 2004 and has also provided certain investment banking services to U.S. Xpress from time to time, and may provide investment banking services to U.S. Xpress in the future. Stifel Nicolaus provides a full range of financial advisory and securities services and, in the course of its normal trading activities, may from time to time effect transactions and hold securities of U.S. Xpress for its own account and for the accounts of customers.

In providing financial advice and preparing the Preliminary Report, Stifel Nicolaus, among other things:


	•	Reviewed certain publicly available business and financial information concerning U.S. Xpress and the asset-based truckload industry in which U.S. Xpress operates;

	•	Reviewed U.S. Xpress’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2007, Annual Report on Form 10-K for the fiscal years ended December 31, 2003 to 2006, and Definitive Proxy Statement on Schedule 14A filed April 11, 2007;

	•	Compared current and historical market prices at which U.S. Xpress’s Class A Shares have traded relative to the S&P 500 and an index of certain other asset-based dry van truckload companies Stifel Nicolaus deemed relevant for purposes of its analyses;

	•	Compared the financial and operating performance of U.S. Xpress with publicly available information concerning certain other asset-based dry van truckload companies Stifel Nicolaus deemed relevant for purposes of its analyses;

	•	Compared U.S. Xpress’s implied multiples and financial metrics based on a range of valuation with the publicly available financial terms of certain asset-based truckload acquisition transactions Stifel Nicolaus deemed relevant for purposes of its analyses;

	•	Compared U.S. Xpress’s share premia with certain asset-based truckload acquisition transaction premia and offering premia from a database of going private transactions;

	•	Reviewed equity analysts’ research estimates and implied multiples for U.S. Xpress;

	•	Reviewed the financial forecast prepared by the management of U.S. Xpress and summarized below in “The Tender Offer — Section 7. Certain Information Concerning U.S. Xpress”; and

	•	Performed such other financial studies and analyses and considered such other information as Stifel Nicolaus deemed appropriate for purposes of its analyses.

Summary of Preliminary Report Prepared by Stifel Nicolaus. The following is a summary of the material financial analyses performed by Stifel Nicolaus in connection with the Preliminary Report. These summaries of financial analyses alone do not constitute a complete description of the financial analyses Stifel Nicolaus employed in reaching its conclusions. The data included in the summary tables and the corresponding imputed ranges of value for U.S. Xpress should be considered as a whole and in the context of the full narrative description of all of the financial analyses set forth in the Preliminary Report, including the assumptions underlying these analyses. Considering the data included in the summary tables without considering the full narrative description of all of the financial analyses, including the assumptions underlying these analyses, could create a misleading or incomplete view of the financial analyses performed by Stifel Nicolaus.

Preliminary Observations. Stifel Nicolaus’ preliminary observations about U.S. Xpress were as follows:


	•	U.S. Xpress’s truckload operating ratio for the years ended December 31, 2003 to 2006 ranged from a high of 97.9% in 2005 and reached a low of 96.1% in 2006. U.S. Xpress’s operating ratio has been


		deteriorating since 2006 and an “Equity Analyst Research” report indicates that it is expected to deteriorate from 96.1% in 2006 to 96.9% for fiscal year ending December 31, 2007. U.S. Xpress’s operating performance as measured by its operating ratio ranks tenth out of twelve publicly traded asset-based truckload carriers.


	•	U.S. Xpress’s equity market capitalization, at approximately $220 million, as of June 21, 2007, ranked eighth out of twelve publicly traded asset-based truckload carriers; equity market capitalizations of the twelve publicly traded asset-based truckload carriers ranged from $4,392 million to $160 million.

	•	U.S. Xpress’s latest twelve months (“LTM”) return on assets of 2.0%, return on equity of 7.0%, and return on invested capital (“ROIC”) of 4.9% rank eleventh, eighth and eighth, respectively, out of twelve publicly traded asset-based truckload carriers.

	•	U.S. Xpress’s enterprise value as a multiple of LTM EBITDA is 4.8x, tied for eighth out of twelve publicly traded asset-based truckload carriers.

	•	U.S. Xpress’s relative price performance has significantly lagged the S&P 500 and an index of four selected publicly traded comparable companies over the selected time periods ended June 20, 2007. In addition, more than 190% of U.S. Xpress’s “float” traded at prices below $19.00 during the one-year period ended June 20, 2007.

	•	The Continuing Investors owned 6,398,334 Class A Shares and Class B Shares, representing 41% of the 15,526,068 Class A Shares and Class B Shares outstanding and representing 51% of the total voting rights of the Class A Shares and Class B Shares.

Comparable Public Company Analysis. Stifel Nicolaus initially compared U.S. Xpress to eleven other publicly traded asset-based truckload carriers: Celadon Group, Inc., Covenant Transport Group, Inc., Frozen Food Express Industries, Inc., Heartland Express, Inc., J.B. Hunt Transport Services, Inc., Knight Transportation, Inc., Marten Transport, Ltd., P.A.M. Transportation Services, Inc., Patriot Transportation Holding, Inc., USA Truck, Inc., and Werner Enterprises, Inc. From this larger reference group Stifel Nicolaus eliminated the carriers with market capitalization over $1.0 billion because their liquidity generally provides enhanced trading valuation that is inapplicable to U.S. Xpress. Moreover, the historical operating performance of these companies (J.B. Hunt Transport Services, Inc., Knight Transportation, Inc., Heartland Express, Inc., and Werner Enterprises, Inc.) has been more consistent and markedly better than the performance of U.S. Xpress. Stifel Nicolaus also excluded the refrigerated carriers (Frozen Food Express Industries, Inc. and Marten Transport, Ltd.) as being subject to different market forces in the current shipping environment, as well as differences in operations. Stifel Nicolaus excluded Patriot Transportation Holding, Inc. as inapplicable based on its valuation being substantially based on real estate holdings.

Based on its analysis, Stifel Nicolaus selected Celadon Group, Inc.; Covenant Transport Group, Inc.; P.A.M. Transportation Services, Inc.; and USA Truck, Inc. as the publicly traded, asset-based truckload carriers most comparable to U.S. Xpress, based on similarity of business segment, equity market capitalization, and total enterprise value. In deeming these companies to be most similar to U.S. Xpress, Stifel Nicolaus noted that U.S. Xpress’s market capitalization fell between the mean and median market capitalization of the companies included as comparable companies, based on the closing prices on June 21, 2007. Moreover, based on the June 21 closing price, U.S. Xpress’s trading multiples of 2007 estimated net income, tangible book value, LTM EBITDA, and LTM earnings before interest and taxes (“EBIT”) were all between the mean and median of those measures for the comparable companies. U.S. Xpress’s June 21 trading multiples of 2006 actual and 2008 estimated net income, total book value, and LTM revenue were below the mean and median of those measures for the comparable companies.

It should be noted that the performance of individual comparable companies may be significantly better or worse than the mean or median. For example, the ROIC range is from 0.8% to 15.1%, the EBITDA multiple range is from 4.0x to 7.8x, and the book value range is from 0.8x to 2.8x. Accordingly, Stifel Nicolaus deemed relying on any one company to be inapplicable and viewed the mean and median as more informative.

In conducting its analysis, Stifel Nicolaus reviewed certain valuation metrics of the comparable companies based on the closing prices on June 21, 2007. The valuation metrics are commonly used in comparing relative valuations of publicly traded trucking companies and include the following:


	•	Equity value as a multiple of 2006 actual net income.

	•	Equity value as a multiple of 2007 estimated net income.

	•	Equity value as a multiple of 2008 estimated net income.

	•	Equity value as a multiple of book value.

	•	Equity value as a multiple of tangible book value.

	•	Enterprise value as a multiple of latest twelve months EBITDA.

	•	Enterprise value as a multiple of latest twelve months EBIT.

The tables set forth below provide the statistics reviewed by Stifel Nicolaus:

Target Implied Multiples and Financial Metrics at Various Prices


														Equity Value As a Multiple of
														CY Net Income												Tang.			Enterprise Value As a Multiple of
			Premium to			Market		Total		Cash &							2007E			2008E			Book			Book			LTM			LTM			LTM			LTM
	Price		Close(a)			Cap.		Debt		Equiv.		TEV(b)		2006A			(c)			(c)			Value			Value			Revenue			EBITDA			EBIT			ROIC
	($ in millions, except per share data)

Target	$	19.00		33.5	%	$	291.6	$	362.5	$	3.5	$	650.6		14.7	x		24.1	x		14.5	x		1.2	x		1.9	x		0.4	x		5.3	x		12.4	x		4.9	%
		19.50		37.0	%		299.4		362.5		3.5		658.5		15.1	x		24.8	x		14.8	x		1.2	x		2.0	x		0.4	x		5.3	x		12.6	x		4.9	%
		20.00		40.5	%		307.3		362.5		3.5		666.3		15.5	x		25.4	x		15.2	x		1.2	x		2.0	x		0.4	x		5.4	x		12.7	x		4.9	%
		20.50		44.1	%		315.1		362.5		3.5		674.2		15.9	x		26.0	x		15.6	x		1.3	x		2.1	x		0.4	x		5.5	x		12.9	x		4.9	%

Summary Selected Comparable Company Statistics


										Equity Value As a Multiple of
										CY Net Income												Tang.			Enterprise Value As a Multiple of
		Market		Total		Cash &							2007E			2008E			Book			Book			LTM			LTM			LTM			LTM
		Cap.		Debt		Equiv.		TEV(b)		2006A			(c)			(c)			Value			Value			Revenue			EBITDA			EBIT			ROIC
	($ in millions)

Selected Comparable Companies(d)	Min	$	158.3	$	41.3	$	1.2	$	240.2		11.2	x		15.5	x		12.6	x		0.8	x		1.1	x		0.5	x		4.0	x		9.9	x		0.8	%
	Mean		232.2		92.2		3.1		321.3		13.9	x		16.2	x		15.0	x		1.5	x		1.7	x		0.6	x		5.3	x		11.3	x		6.8	%
	Median		191.3		81.5		3.1		295.8		14.7	x		16.2	x		13.8	x		1.1	x		1.2	x		0.6	x		4.1	x		11.2	x		5.8	%
	Max		388.2		164.5		5.3		453.3		16.0	x		17.0	x		18.5	x		2.8	x		3.2	x		0.9	x		7.8	x		12.8	x		15.1	%


(a)		Closing price as of 6/21/07.

(b)		Total Enterprise Value = Market Capitalization of Equity + Total Debt — Cash + Market Value of Minority Interest.

(c)		Bloomberg consensus estimates.

(d)		Selected comparable companies include: CLDN, CVTI, PTSI, and USAK.

Excludes non-recurring items

Calculations may vary due to rounding.

Source: Company data, Bloomberg, and Stifel Nicolaus estimates.

As discussed above, Stifel Nicolaus believes the mean and median data for the comparable companies are more informative than individual company data. Accordingly, the mean and median for each such measure are set forth below, as well as the corresponding implied Class A Share price.

Comparable Public Company Analysis
($ in millions, except per share data)


	CY 2006 Net Income				CY 2007E Net Income				CY 2008E Net Income				Book Value
	Mean		Median		Mean		Median		Mean		Median		Mean		Median

Implied Enterprise Value	$	632.9	$	647.2	$	677.8	$	677.8	$	653.5	$	630.9	$	720.8	$	638.7
Implied Equity Value	$	273.9	$	288.2	$	318.7	$	318.7	$	294.5	$	271.9	$	361.7	$	279.7
Implied Share Price	$	17.99	$	18.93	$	20.94	$	20.94	$	19.35	$	17.86	$	23.76	$	18.37


	Tangible Book Value				LTM EBITDA				LTM EBIT
	Mean		Median		Mean		Median		Mean		Median

Implied Enterprise Value	$	608.2	$	537.6	$	650.8	$	499.1	$	592.1	$	585.2
Implied Equity Value	$	249.2	$	178.6	$	291.7	$	140.1	$	233.1	$	226.2
Implied Share Price	$	16.37	$	11.73	$	19.16	$	9.20	$	15.31	$	14.86

In evaluating the information set forth above, Stifel Nicolaus noted the following:


	•	The median information in certain instances was skewed by the small number of companies in the sample. Thus, Stifel Nicolaus would tend to place more weight on the mean data, although Stifel Nicolaus did not prepare any weighted calculations.

	•	The calendar year 2007 estimated net income implied valuation was affected by the multiple of one comparable company with a price to earnings multiple of 30.3x. This multiple is outside the norm because of very depressed earnings and should not be considered indicative. Accordingly, Stifel Nicolaus removed that company from the 2007 estimated net income valuation, which resulted in a mean and median implied share price of $20.94, based on calendar year 2007 estimated net income.

	•	U.S. Xpress has a much higher percentage of intangible assets as a component of book value than the comparable companies as a group. Accordingly, the valuation data based on tangible book value may be more relevant than total book value.

	•	The LTM revenue implied valuation was excluded from the mean and median calculations because the implied valuation range exhibited an extreme variance and Stifel Nicolaus did not believe that this valuation measure was meaningful because investors and/or acquirors generally do not utilize this metric in determining valuation.

After adjusting as set forth immediately above, the comparable company valuations resulted in an indicative range of $9.20 to $20.94 at the median and $15.31 to $23.76 at the mean. The $23.76 valuation related to the total book value, rather than tangible book value.

The average median valuation (weighting all seven valuation methods equally) was $15.98, and the average mean valuation was $18.98.

Stifel Nicolaus selected a range of $19.00 to $20.50 and computed U.S. Xpress’s implied multiples and financial metrics. Stifel Nicolaus noted that the selected range from $19.00 to $20.50 exceeds the average median and mean valuations of the comparable companies in most cases under the valuation methods set forth above.

Selected Asset-Based Truckload Acquisition Transactions Analysis. In developing a list of comparable transactions, Stifel Nicolaus focused on acquisitions of publicly traded, asset-based truckload carriers since 2000. Stifel Nicolaus believed these transactions were the most relevant for purposes of comparison for several reasons, including the following:


	•	Transactions involving public company targets were more relevant than private company transactions because SEC reporting requirements and more consistent accounting methods made available information more reliable for comparison purposes.


	•	Transactions involving asset-based companies were more relevant than asset-light company transactions because of the substantial free cash flow and valuation advantages afforded asset-light companies.

	•	Transactions involving truckload company targets were more relevant than less-than-truckload (“LTL”) company targets because the lower maintenance capital expenditure requirement of LTL companies may afford them a higher multiple of EBITDA, all else equal.

	•	Transactions since 2000 were more relevant than older transactions because of changes in the competitive landscape.

Accordingly, Stifel Nicolaus selected eight acquisitions or going private transactions involving asset-based truckload companies from its proprietary mergers and acquisitions database, which Stifel Nicolaus believed to be all of the reported acquisitions/going private transactions involving publicly traded, asset-based truckload companies since 2000.

The table below sets forth selected statistical information about the selected public asset-based truckload transactions:

Selected Public Asset-Based Truckload Transaction Statistics


																											Implied Premium
																		Equity Value/									1 Day			1 Month
									Enterprise Value/									LTM						Tangible			Prior			Prior
Effective	Target/	Target	Equity		Net		Enterprise		LTM			LTM			LTM			Net			Book			Book			to			to
Date	Acquiror	Status	Value		Debt		Value		Revenue			EBITDA			EBIT			Income			Value			Value			Announ.			Announ.
		($ in millions)

Pending	Smithway Motor Xpress Corp. Western Express, Inc.	Public	$	53.1	$	36.5	$	89.6		0.4	x		4.1	x		9.4	x		12.4	x		1.7	x		1.8	x		23.5	%		14.9	%
05/10/07	Swift Transportation Co., Inc. Saint Corporation (Jerry Moyes)	Public	$	2,411.2	$	332.1	$	2,743.3		0.9	x		5.6	x		11.3	x		15.5	x		2.4	x		2.6	x		31.2	%		22.6	%
02/28/06	Transport Corporation of America, Inc. Goldner Hawn Johnson & Morrison, Inc.	Public	$	68.0	$	45.4	$	113.4		0.4	x		3.9	x		18.4	x		31.3	x		1.2	x		1.2	x		25.0	%		30.0	%
09/13/04	Boyd Bros. Transportation, Inc.(1) Investor Group & Management	Public	$	27.4	$	27.9	$	55.3		0.4	x		4.1	x		NM			27.0	x		1.0	x		1.1	x		51.0	%		66.3	%
02/28/03	Landair Corp. Investor Group & Management	Public	$	96.8	$	3.2	$	100.0		1.0	x		5.3	x		10.6	x		17.6	x		2.5	x		2.5	x		25.0	%		26.9	%
07/02/01	MS Carriers, Inc. Swift Transportation Co., Inc.	Public	$	383.4	$	301.4	$	684.8		1.0	x		5.7	x		13.7	x		16.9	x		1.6	x		1.6	x		59.0	%		89.0	%
04/30/01	Kenan Transport Advantage Management Group	Public	$	84.7	$	2.0	$	86.7		0.6	x		4.1	x		9.7	x		17.6	x		1.3	x		1.6	x		32.0	%		46.6	%
07/06/00	KLLM Transport Services, Inc. High Road Acquisition, Inc.	Public	$	33.0	$	47.0	$	80.0		0.3	x		4.0	x		NM			NM			0.7	x		0.7	x		31.4	%		23.8	%
								Min		0.3	x		3.9	x		9.4	x		12.4	x		0.7	x		0.7	x		23.5	%		14.9	%
								Mean		0.6	x		4.6	x		12.2	x		19.7	x		1.5	x		1.6	x		34.8	%		40.0	%
								Median		0.5	x		4.1	x		10.9	x		17.6	x		1.5	x		1.6	x		31.3	%		28.4	%
								Max		1.0	x		5.7	x		18.4	x		31.3	x		2.5	x		2.6	x		59.0	%		89.0	%


(1)		In connection with this transaction, Stifel Nicolaus issued a Fairness Opinion to the Special Committee established for the specific transaction.

In conducting its analysis, Stifel Nicolaus reviewed certain valuation metrics of the selected public asset-based truckload transaction statistics it deemed relevant.

The valuation measures Stifel Nicolaus used included the following:


	•	Enterprise value as a multiple of latest twelve months EBITDA.

	•	Enterprise value as a multiple of latest twelve months EBIT.

	•	Equity value as a multiple of latest twelve months net income.

	•	Equity value as a multiple of book value.


	•	Equity value as a multiple of tangible book value.

The valuation measures did not include equity value as a multiple of forecasted net income because of the difficulty of verifying consensus analyst estimates for companies that have not been publicly traded in some cases for many years. The valuation measures did not include enterprise value as a multiple of revenue because Stifel Nicolaus determined that, in its experience, such measure bears little relevance to purchasers of truckload companies.

Stifel Nicolaus focused on median and mean valuations rather than the minimum and maximum valuations. The mean and median for each valuation measure are set forth below.

Comparable Transaction Analysis


	LTM EBITDA				LTM EBIT				LTM Net Income				Book Value				Tangible Book Value
	Mean		Median		Mean		Median		Mean		Median		Mean		Median		Mean		Median
	($ in millions, except per share data)

Implied Enterprise Value	$	565.3	$	506.9	$	638.6	$	572.0	$	689.4	$	652.8	$	740.7	$	726.7	$	604.6	$	602.7
Implied Equity Value	$	206.2	$	147.8	$	279.6	$	213.0	$	330.4	$	293.8	$	381.7	$	367.6	$	245.6	$	243.6
Implied Share Price	$	13.55	$	9.71	$	18.37	$	13.99	$	21.70	$	19.30	$	25.07	$	24.15	$	16.13	$	16.00

In the course of its evaluation, Stifel Nicolaus noted the following:


	•	The LTM net income multiples for the comparable transactions were between 12.4x and 17.6x except for the Transport Corporation of America, Inc. (“TCAM”) (31.3x) and Boyd Bros. Transportation, Inc. (“Boyd Bros.”) (27.0x) transactions. In those transactions, however, the multiples of tangible book value were 1.2x and 1.1x, respectively, and the multiples of EBITDA were 3.9x and 4.1x, respectively, in each case near the minimum multiples observed. Stifel Nicolaus believes the mean and median LTM net income multiples were artificially inflated by the Boyd Bros. and TCAM transactions and the effect of those transactions should be discounted. Excluding the LTM net income multiples for the TCAM and Boyd Bros. transactions would have resulted in implied mean and median values of $18.14 per share and $16.48 per share, respectively.

	•	The two most recent transactions are Smithway Motor Xpress Corp. (“Smithway”) (pending) and Swift Transportation Co., Inc. (“Swift”). Swift’s ROIC for 2006 was 11.5%, Smithway’s was 7.6%, and U.S. Xpress’s was 6.0%. Swift’s operating ratio for 2006 was 92.3%, Smithway’s was 95.8%, and U.S. Xpress’s was 96.1%. Despite U.S. Xpress’s inferior returns, the valuation range of U.S. Xpress implies slightly lower enterprise value to EBITDA, greater enterprise value to EBIT and equity value to net income, and somewhat lower equity value to tangible book value.

	•	Stifel Nicolaus believes that in the truckload industry, valuation based on the multiple of tangible book value is more relevant than the multiple of total book value.

The selected transactions resulted in an indicative range of $9.71 to $24.15 at the median and $13.55 to $25.07 at the mean. The high end of the range would have been $19.30 at the median and $21.70 at the mean excluding total book value.

The average median valuation (weighting all five valuation methods equally) produced an implied share price of $16.63, and the average mean valuation produced an implied share price of $18.96. Excluding the TCAM and Boyd Bros. net income multiples as described above would produce an average median valuation of $16.48 and an average mean valuation of $18.14.

Based on the above information and analysis, Stifel Nicolaus selected various prices ranging from $19.00 to $20.50 and computed U.S. Xpress’s implied multiples and financial metrics. Stifel Nicolaus noted that U.S. Xpress’s valuation multiples exceeded the mean and median multiples of the comparable transactions for every metric except LTM net income and total book value at every price in the indicated range of implied share prices of $19.00 to $20.50.

The table set forth below summarizes the valuation metrics of U.S. Xpress based on the range identified by Stifel Nicolaus and cited above:

Target Implied Multiples and Financial Metrics at Various Prices


								Enterprise Value/								Equity Value/
		Equity		Net		Enterprise		LTM		LTM			LTM			LTM						Tangible			Premium to
Price		Value		Debt		Value		Revenue		EBITDA			EBIT			Net Income			Book Value			Book Value			Current Price			1 Month Prior
		($ in millions, except per share data)

$	19.00	$	291.6	$	359.0	$	650.6		0.4x		5.3	x		12.4	x		17.3	x		1.2	x		1.9	x		33.5	%		35.6	%
	19.50		299.4		359.0		658.5		0.4x		5.3	x		12.6	x		17.7	x		1.2	x		2.0	x		37.0	%		39.2	%
	20.00		307.3		359.0		666.3		0.4x		5.4	x		12.7	x		18.2	x		1.2	x		2.0	x		40.5	%		42.8	%
	20.50		315.1		359.0		674.2		0.4x		5.5	x		12.9	x		18.6	x		1.3	x		2.1	x		44.1	%		46.3	%

Summary of Going Private Transactions Analysis. Stifel Nicolaus reviewed 181 going private transactions in a variety of industries that were completed between April 2001 and May 2007 with enterprise values ranging from $36,770 million to $1.2 million. From this dataset, Stifel Nicolaus selected going private transactions with enterprise values of at least $50 million up to $1,000 million to conduct an analysis of the premium paid as being more comparable to a transaction involving U.S. Xpress.

The table below summarizes the data Stifel Nicolaus analyzed.

Premium Range Considered: All

Enterprise Value $50 Million to $1,000 Million (91 Transactions)


	1 Day Prior			1 Month Prior

Min		(18.7	)%		(17.4	)%
Mean		22.3	%		21.6	%
Median		18.2	%		16.2	%
Max		82.7	%		79.1	%

All Transactions (181 Transactions)


	1 Day Prior			1 Month Prior

Min		(28.3	)%		(22.3	)%
Mean		23.8	%		24.9	%
Median		18.8	%		20.8	%
Max		117.4	%		114.3	%

Based on the previously identified range of $19.00 to $20.50 per U.S. Xpress share that Stifel Nicolaus analyzed, the implied premia of 33.5% (at $19.00) to 44.1% (at $20.50) over the prior day closing price of $14.23, in all cases, would be above the mean and median premia in the table above.

Summary of Implied Multiple Analysis — “Equity Analyst Research” Estimates. Stifel Nicolaus reviewed the earnings models and estimates contained in research reports on U.S. Xpress prepared in April and June 2007 by equity analyst research from five firms and utilized estimates found on Bloomberg^© for two additional firms. For the average equity research case, Stifel Nicolaus used Bloomberg^© consensus estimates for the earnings per share calculation and average figures compiled from six equity research firms for the remainder of the analysis.

The table below provides summary research estimates for U.S. Xpress.

Summary Equity Research Analyst Estimates


	Report			Earnings Per Share				EBITDA		Price
Firm	Date			2007E		2008E		2007E	2008E	Target
	($ in millions, except per share data)

Firm A		06/20/07	⁽¹⁾	$	0.68	$	1.15	NA	NA	NA
Firm B		06/01/07		$	0.61	$	1.09	$102.00	$111.00	NA
Firm C		04/23/07		$	0.82	$	1.36	$126.20	$142.40	NA
Firm D		04/23/07		$	0.75	$	1.33	$121.80	$140.80	NA
Firm E		06/20/07	⁽²⁾	$	0.88	$	1.60	$130.60	$151.40	$22.00
Firm F		04/20/07	⁽¹⁾	$	1.05	$	1.55	NA	NA	NA
Firm G		04/23/07		$	0.74	$	1.12	NA	NA	$15.00 - 16.00


(1)		Represents date of Earnings Per Share estimate found on Bloomberg.

(2)		Represents date of updated financial model.

Summary of Management Case — Stifel Nicolaus reviewed U.S. Xpress’s management case projections for fiscal years ending December 31, 2007 to December 31, 2011. See “The Tender Offer — Section 7. Certain Information Concerning U.S. Xpress” for a summary of these projections. Stifel Nicolaus noted that achieving management’s case in 2008 will require a 90 basis point improvement in operating ratio from management’s 2007 estimate. U.S. Xpress’ management case projects further improvement, with U.S. Xpress’ management case annual operating ratio reaching 95.0% for 2009 and 94.0% for 2011.

The Preliminary Report contains research reports and other material prepared by John Larkin, a Stifel Nicolaus research analyst who is not part of Stifel Nicolaus’ Investment Banking Department and who was not aware of or involved in any way in the Offer or Stifel Nicolaus’ engagement by Purchaser. The views of Mr. Larkin are provided for informational purposes only. None of the information reflecting Mr. Larkin’s views was reviewed or prepared by Mr. Larkin specifically for inclusion in the Preliminary Report.

In connection with Stifel Nicolaus’s role as financial advisor to Purchaser and dealer/manager in the Offer, Stifel Nicolaus will receive a fee upon the consummation of the Offer. In addition, Purchaser has agreed to indemnify Stifel Nicolaus for certain liabilities arising out of its engagement. Although Stifel Nicolaus is acting as Purchaser’s exclusive financial advisor in connection with the Offer, Stifel Nicolaus is not acting as a lender or other financing source to Purchaser in connection with the Offer. In the ordinary course of business, Stifel Nicolaus makes a market in U.S. Xpress’s common stock and Stifel Nicolaus or its affiliates may at any time hold a long or short position in such securities.


6.	Conduct of the Business of U.S. Xpress if the Offer is not Completed.

If the Offer is not completed because the Majority of Unaffiliated Shares Condition, the 90% Condition, or Antitrust Condition is not satisfied, or because the Funding Condition, Anti-Takeover Condition, or another condition is not satisfied or waived, Purchaser, Holding Company, and the Continuing Investors expect that the current management of U.S. Xpress, including Mr. Quinn and Mr. Fuller, will continue to operate the business of U.S. Xpress substantially as presently operated. However, if the Offer is not completed, Purchaser, Holding Company, and the Continuing Investors may consider:


	•	engaging in open market or privately negotiated purchases of Class A Shares and/or exercising vested options held by Mr. Quinn and Mr. Fuller for Class A Shares to increase the aggregate ownership of Class A Shares by Purchaser, Holding Company, and the Continuing Investors to at least ninety percent (90%) of the then outstanding Class A Shares and Class B Shares combined and then effecting a short-form merger;


	•	proposing that Purchaser, Holding Company, and U.S. Xpress enter into a merger agreement, which would require the approval of the board of directors and a vote of stockholders of U.S. Xpress in favor of that merger; or

	•	refraining from future purchases of Class A Shares, or seeking to dispose of Class A Shares already owned.

If Purchaser, Holding Company, and the Continuing Investors were to pursue any of these alternatives, it might take considerably longer for the public stockholders of U.S. Xpress to receive any consideration for their Class A Shares (other than through sales in the open market) than if they had tendered their Class A Shares in the Offer. Any such transaction may result in proceeds per Class A Share to the public stockholders of U.S. Xpress that are more or less than or the same as the Offer Price.


7.	Appraisal Rights.

Holders of Class A Shares do not have appraisal rights in connection with the Offer. However, upon completion of the Offer and satisfaction of the Anti-Takeover Condition, Holding Company, and the Continuing Investors will cause Purchaser and U.S. Xpress to effect the Merger, unless it is not lawful to do so, and each holder of Class A Shares who has not tendered such holder’s Class A Shares in the Offer and who properly demands an appraisal of such holder’s Class A Shares under Sections 92A.300 through 92A.500 of the Nevada Revised Statutes (the “Nevada Dissenter’s Rights Statutes”) will be entitled, in lieu of receiving the merger consideration, to demand an appraisal of the fair value of such holder’s Class A Shares as long as the requirements of the Nevada Dissenter’s Rights Statutes are met.

Because holders of Class A Shares do not have appraisal rights in connection with the Offer, no demand for appraisal under the Nevada Dissenters’ Rights Statutes can be made at this time. Not later than ten (10) days following the effective date of the Merger, U.S. Xpress (as the surviving corporation in the Merger) will notify the record holders of Class A Shares as of the effective date of the Merger of the consummation of the Merger and of the availability of, and procedure for, demanding appraisal rights. This notice will:


	•	specify where you should send your payment demand and where and when you must deposit your stock certificates, if any;

	•	supply a form of payment demand that includes the date the Merger was first publicly announced and the date by which you must have acquired beneficial ownership of your Class A Shares in order to dissent;

	•	set a date by which we must receive the payment demand, which may not be less than thirty days or more than sixty days after the date the dissenters’ notice is delivered; and

	•	provide you a copy of the Nevada Dissenter’s Rights Statutes.

After you have received a dissenter’s notice, if you still wish to exercise your dissenters’ rights, you must:


	•	demand payment either through the delivery of the payment demand form to be provided or other comparable means;

	•	certify whether you have acquired beneficial ownership of the Class A Shares before the date set forth in the dissenter’s notice; and

	•	deposit your certificates, if any, in accordance with the terms of the dissenter’s notice.

Failure to demand payment in the proper form or within the time period described above, or failure to deposit your certificates as described in the dissenter’s notice, will terminate your right to receive payment for your Class A Shares pursuant to the Nevada’s Dissenters’ Rights Statutes. Your rights as a stockholder will continue until those rights are cancelled or modified by the completion of the Merger.

Within thirty (30) days after receiving your properly executed payment demand, U.S. Xpress will pay you what it determines to be the fair value of your Class A Shares, plus accrued interest (computed from the effective date of the Merger until the date of payment). The payment will be accompanied by:


	•	the balance sheet of U.S. Xpress as of the end of a fiscal year ended not more than sixteen (16) months before the date of payment, an income statement for that year, a statement of changes in stockholders’ equity for that year, and the latest available interim financial statements, if any;

	•	an explanation of how the fair value of the Class A Shares was estimated and how the interest was calculated;

	•	information regarding your right to challenge the estimated fair value; and

	•	a copy of the Nevada Dissenter’s Rights Statutes.

U.S. Xpress may elect to withhold payment from you if you became the beneficial owner of the Class A Shares on or after the date set forth in the dissenter’s notice. If U.S. Xpress withholds payment, after the consummation of the Merger, U.S. Xpress will estimate the fair value of the Class A Shares, plus accrued interest, and offer to pay this amount to you in full satisfaction of your demand. The offer will contain a statement of U.S. Xpress’s estimate of the fair value, an explanation of how the interest was calculated, and a statement of dissenter’s rights to demand payment under Section 92A.480 of the Nevada Dissenter’s Rights Statutes.

If you believe that the amount U.S. Xpress pays in exchange for your dissenting Class A Shares is less than the fair value of your Class A Shares or that the interest is not correctly determined, you can demand payment of the difference between your estimate and that of U.S. Xpress. You must make such demand within thirty (30) days after U.S. Xpress has made or offered payment; otherwise, your right to challenge the calculation of fair value terminates.

If there is still disagreement about the fair market value within sixty (60) days after U.S. Xpress receives your demand, U.S. Xpress will petition the District Court in Carson City, Nevada to determine the fair value of the Class A Shares and the accrued interest. If U.S. Xpress does not commence such legal action within the sixty (60) day period, U.S. Xpress will have to pay the amount demanded for all unsettled demands. All dissenters whose demands remain unsettled will be made parties to the proceeding, and are entitled to a judgment for either:


	•	the amount of the fair value of the Class A Shares, plus interest, in excess of the amount U.S. Xpress paid; or

	•	the fair value, plus accrued interest, of the after-acquired Class A Shares for which U.S. Xpress withheld payment.

U.S. Xpress will pay the costs and expenses of the court proceeding, unless the court finds the dissenters acted arbitrarily, vexatiously, or in bad faith, in which case the costs will be equitably distributed. Attorney fees will be divided as the court considers equitable.

Failure to follow the steps required by the Nevada Dissenter’s Rights Statutes for perfecting dissenter’s rights may result in the loss of such rights. If rights to an appraisal are not perfected, you will be entitled to receive the consideration receivable with respect to such Class A Shares in accordance with the Merger. In view of the complexity of the provisions of Nevada Dissenter’s Rights Statutes, if you are considering objecting to the merger you should consult your own legal advisor.

The foregoing discussion is qualified in its entirety by the full text of the Nevada Dissenter’s Rights Statutes, which is attached as Schedule C to this Offer to Purchase.


8.	Transactions and Arrangements Concerning the Class A Shares.

Except as set forth in “Special Factors — Section 1. Background of the Offer”, “The Tender Offer — Section 8. Certain Information Concerning Purchaser, Holding Company, and the Continuing Investors”, and

on Schedule B hereto, none of Purchaser, Holding Company, the Continuing Investors, or, to the best of their knowledge, any person listed in Schedule A hereto or any associate or majority-owned subsidiary of any of the foregoing, beneficially owns any Class A Shares or Class B Shares.

Other than as set forth on Schedule B hereto, and other than ordinary course purchases or sales under U.S. Xpress’s 1993 Incentive Stock Plan, 1995 Non-Employee Directors Stock Award and Option Plan, 2002 Incentive Stock Plan, 2003 Non-Employee Directors Stock Award and Option Plan, 2006 Omnibus Incentive Plan, 2003 Employee Stock Purchase Plan, and the XPRE$$AVINGS 401(k) Plan, (collectively, the “Company Plans”), no transactions in the Class A Shares have been effected during the past sixty (60) days by Purchaser, Holding Company, the Continuing Investors, or, to the best of their knowledge, any associate or majority-owned subsidiary of any of the foregoing, U.S. Xpress, the Company Plans, or any person listed in Schedule A hereto.

Except as set forth in this Offer to Purchase, including Schedule B hereto, no purchases of Class A Shares or Class B Shares were made by Purchaser, Holding Company, or the Continuing Investors during the past two (2) years.

On May 11, 1994, Messrs. Quinn and Fuller entered into an Agreement of Right of First Refusal With Regard to Class B Shares of U.S. Xpress Enterprises, Inc. (the “Right of First Refusal Agreement”). Pursuant to the Right of First Refusal Agreement, each of Mr. Quinn and Mr. Fuller has a right of first refusal to acquire Class B Shares in the event that the other desires to transfer such Class B Shares to unaffiliated third parties. This right of first refusal may be exercised through delivery of an equal number of Class A Shares in exchange for the Class B Shares sought to be transferred. Except for the Right of First Refusal Agreement, and except as set forth in this Offer to Purchase, none of Purchaser, Holding Company, the Continuing Investors, or, to the best of their knowledge, any person listed in Schedule A hereto, is a party to any contract, arrangement, understanding, or relationship with any other person relating, directly or indirectly, to, or in connection with, the Offer with respect to any securities of U.S. Xpress (including, without limitation, any contract, arrangement, understanding, or relationship concerning the transfer or the voting of any such securities, joint ventures, loan or option arrangements, puts or calls, guaranties of loans, guaranties against loss, or the giving or withholding of proxies, consents, or authorizations). Except as described in this Offer to Purchase, there have been no negotiations, transactions, or material contacts during the past two (2) years concerning a merger, consolidation, or acquisition, a tender offer for, or other acquisition of, any securities of U.S. Xpress, an election of directors of U.S. Xpress, or a sale or other transfer of a material amount of assets of U.S. Xpress, between Purchaser, Holding Company, the Continuing Investors, or, to the best of their knowledge, any person listed in Schedule A hereto, on the one hand, and U.S. Xpress or any of its affiliates, on the other hand. Except as set forth in “Special Factors — Section 1. Background of the Offer”, neither Purchaser, Holding Company, nor any of the Continuing Investors has made any underwritten public offering of Class A Shares during the past three (3) years that was (i) registered under the Securities Act, or (ii) exempt from registration under the Securities Act pursuant to Regulation A thereunder.

In general, Purchaser, Holding Company, and the Continuing Investors will not tender Class A Shares owned by them pursuant to the Offer. However, certain Class A Shares held by the Continuing Investors in the 401(k) Plan may be tendered in the Offer or cancelled in the Merger for administrative ease. Such Class A Shares are not expected to exceed 20,000 in the aggregate. As of the date hereof, Purchaser, Holding Company, and the Continuing Investors do not know whether any other executive officer or director of U.S. Xpress intends to tender Class A Shares owned by him or her pursuant to the Offer. To the best knowledge of Purchaser, Holding Company, and the Continuing Investors, none of U.S. Xpress, its executive officers, directors, or affiliates has made any public recommendation with respect to the Offer.


9.	Related Party Transactions.

U.S. Xpress and certain of its subsidiaries and affiliates have engaged in certain transactions and are parties to certain arrangements with the Continuing Investors and certain parties related to the Continuing Investors. The information set forth herein describes the related party transactions occurring during the past two (2) years.

Mr. Quinn and Mr. Fuller together own one hundred percent (100%) of the outstanding common stock of Innovative Processing Solutions, LLC (“IPS”), a company that purchased the assets of Transcommunications, Inc. U.S. Xpress utilizes IPS charge cards for over-the-road fuel purchases, driver advances, and driver payroll. In 2006 and 2005, U.S. Xpress paid IPS an aggregate of approximately $333,000 and $203,000, respectively in fees for these services. IPS also provides communications services to U.S. Xpress and its drivers. In 2006 and 2005, U.S. Xpress paid approximately $190,000 and $208,000, respectively, for these services. Finally, IPS owns thirty percent (30%) of the outstanding stock of a provider of on-board computers for the trucking industry. In 2006, U.S. Xpress paid this provider $6.7 million, primarily for communications hardware.

Mr. Quinn and Mr. Fuller together own one hundred percent (100%) of the membership interests of Q&F Realty, LLC (“Q&F”). Q&F leases an office and a terminal in Tunnel Hill, Georgia, and a terminal in Oklahoma City, Oklahoma, to operating subsidiaries of U.S. Xpress. In the aggregate, rental payments to Q&F from the operating subsidiaries in 2006 and 2005 were approximately $976,000 and $932,000, respectively.

Lisa M. Pate, the daughter of Mr. Quinn, is employed by U.S. Xpress as Vice President and General Counsel. Patrick B. Quinn, the son of Mr. Quinn, is employed by U.S. Xpress as Vice President — Marketing Analysis and Sales Administration. William E. Fuller, the son of Mr. Fuller, is employed as Vice President and General Manager of Xpress Direct. Christopher Fuller, the son of Mr. Fuller, is a customer service representative for Xpress Direct. Stephen C. Fuller, the son of Mr. Fuller, was employed as Vice President General Manager of Xpress Direct from January 2004 until February 3, 2005 and as President of Xpress Global Systems from February 3, 2005 until August 1, 2005. During 2006 and 2005, these five individuals received aggregate compensation from U.S. Xpress in the amount of $461,000 and $648,427, respectively.

THE TENDER OFFER


1.	Terms of the Offer.

Upon the terms and subject to the conditions set forth in the Offer (including the terms and conditions set forth in “The Tender Offer — Section 11. Conditions to the Offer”, and if the Offer is extended or amended, the terms and conditions of such extension or amendment (the “Offer Conditions”)), Purchaser will accept for payment, and pay for shares validly tendered on or prior to the Expiration Date (as defined herein) and not withdrawn as permitted by “The Tender Offer — Section 4. Rights of Withdrawal”. The term “Expiration Date” means 5:00 p.m., New York City time, on October 11, 2007, unless and until Purchaser shall have extended the period for which the Offer is open, in which event the term “Expiration Date” shall mean the latest time and date on which the Offer, as so extended by Purchaser, shall expire. The period until 5:00 p.m., New York City time, on October 11, 2007, as such may be extended, is referred to as the “Offering Period”.

Subject to the applicable regulations of the SEC, Purchaser also expressly reserves the right, in its sole discretion, at any time or from time to time prior to the Expiration Date:


	•	to delay acceptance for payment of or (regardless of whether such Class A Shares were theretofore accepted for payment) payment for, any tendered Class A Shares, or to terminate or amend the Offer as to any Class A Shares not then paid for, on the occurrence of any of the event specified in “The Tender Offer — Section 11. Conditions to the Offer”; and

	•	to waive any condition and to set forth or change any other term and condition of the Offer except as otherwise specified in “The Tender Offer — Section 11. Conditions to the Offer”;

in each case, by giving oral or written notice of such delay, termination, or amendment to the Depositary and by making a public announcement thereof. If Purchaser accepts any shares for payment pursuant to the terms of the Offer, it will accept for payment all Class A Shares validly tendered during the Offering Period and not withdrawn, and, on the terms and subject to the conditions of the Offer, including but no limited to the Offer Conditions, it will promptly pay for all Class A Shares so accepted for payment and will immediately accept for payment and promptly pay for all Class A Shares as they are tendered in any Subsequent Offering Period (as defined herein). Purchaser confirms that its reservation of the right to delay payment for Class A Shares that it has accepted for payment is limited by Rule 14e-1(c) under the Exchange Act, which requires that a tender offeror pay the consideration offered or return the tendered securities promptly after the termination or withdrawal of a tender offer.

Any extension, delay, termination, or amendment of the Offer will be followed as promptly as practicable by public announcement thereof, such announcement in the case of an extension to be issued no later than 9:00 a.m., Eastern Standard Time, on the next business day after the previously scheduled Expiration Date. Subject to applicable law including (Rules 14d-4(d), 14d-6(c) and 14e-1 under the Exchange Act, which require that any material change in the information published, sent, or given to stockholders in connection with the Offer be promptly disseminated to stockholders in a manner reasonably designed to inform stockholders of such change) and without limiting the manner in which Purchaser may choose to make any public announcement; Purchaser shall have no obligation to publish, advertise, or otherwise communicate any such public announcement other than by issuing a press release or other announcement.

If, during the Offering Period, Purchaser in its sole discretion, shall decrease the percentage of Class A Shares being sought or increase or decrease the consideration offered to holders of Class A Shares, such increase or decrease shall be applicable to all holders whose Class A Shares are accepted for payment pursuant to the Offer and, if at the time notice of any increase or decrease is first published, sent or given to the holders

of Class A Shares, the Offer is scheduled to expire at any time earlier than the tenth business day from and including the date that such notice is first so published, sent, or given, the Offer will be extended until the expiration of such ten (10) business day period. Purchaser confirms that if it makes a material change in the terms of the Offer or the information concerning the Offer, or if it waives a material condition of the Offer, Purchaser will extend the Offer to the extent required by Rules 14d-4(d), 14d-6, and 14e-1 under the Exchange Act. The minimum period during which the Offer must remain open following material changes in the terms of the Offer or information concerning the Offer, other than a change in price or change in percentage of securities sought, will depend upon the relevant facts and circumstances then existing, including the relative materiality of the changed terms or information. In a public release, the SEC has stated its views that an Offer must remain open a minimum period of time following a material change in the terms of the Offer. The release states that an Offer should remain open for a minimum of five (5) business days from the date a material change is first published or sent or given to security holders and that, if material changes are made with respect to information that approaches the significance of price and percentage of shares sought, a minimum of ten (10) business days may be required to allow for adequate dissemination to stockholders and investor response. For purposes of the Offer, a “business day” means any day other than a Saturday, Sunday, or federal holiday and consists of the time period from 12:01 a.m. through 12:00 midnight, Eastern Standard Time.

Purchaser may elect, in its sole discretion, to provide a subsequent offering period of three (3) to twenty (20) business days (the “Subsequent Offering Period”). A Subsequent Offering Period, if one is provided, is not an extension of the Offering Period. A Subsequent Offering Period would be in an additional period of time, following the expiration of the Offering Period, in which stockholders may tender Class A Shares not tendered during the Offering Period. If Purchaser decides to provide for a Subsequent Offering Period, Purchaser will make an announcement to that effect by issuing a press release no later than 9:00 a.m., Eastern Standard Time, on the next business day after the previously scheduled Expiration Date. All Offer Conditions must be satisfied or waived prior to the commencement of any Subsequent Offering Period. If Purchaser elects to provide a Subsequent Offering Period, it expressly reserves the right, in its sole discretion, at any time or from time to time, to extend the Subsequent Offering Period (not beyond a total of twenty (20) business days) by giving oral or written notice of such extension to the Depositary. During a Subsequent Offering Period, tendering stockholders will not have withdrawal rights. See “The Tender Offer — Section 4. Rights of Withdrawal”.

The Continuing Investors have exercised their rights as stockholders of U.S. Xpress to request the stockholder list and security position listings of U.S. Xpress for the purpose of disseminating the Offer to stockholders. U.S. Xpress has provided Purchaser with such stockholder list and security position listings for the purpose of disseminating the Offer to holders of Class A Shares. This Offer to Purchase and the related Letter of Transmittal will be mailed to record holders of Class A Shares and will be furnished to brokers, banks, and similar persons whose names, or the names of whose nominees, appear on the stockholder list or, if applicable, that are listed as participants in a clearing agency’s security position listing for subsequent transmittal to beneficial owners of Class A Shares.


2.	Acceptance for Payment and Payment for Class A Shares.

Upon the terms and subject to the conditions of the Offer (including the Offer Conditions and, if the Offer is extended or amended, the terms and conditions of any such extension or amendment), Purchaser will accept for payment, and will pay for Class A Shares validly tendered and not withdrawn as promptly as practicable after the expiration of the Offering Period. If there is a Subsequent Offering Period, all Class A Shares tendered during the Offering Period will be immediately accepted for payment and promptly paid for following the expiration thereof and Class A Shares tendered during a Subsequent Offering Period will be immediately accepted for payment and paid for as they are tendered. Subject to applicable rules of the SEC, Purchaser expressly reserves the right to delay acceptance for payment of or payment for Class A Shares in order to comply, in whole or in part, with any applicable law. See “The Tender Offer — Section 11. Conditions

to the Offer”. In all cases, payment for Class A Shares tendered and accepted for payment pursuant to the Offer will be made only after timely receipt by the Depositary of the following:

(i) certificates evidencing such Class A Shares (or a confirmation of a book-entry transfer of such Class A Shares (a “Book-Entry Confirmation”) into the Depositary’s account at The Depository Trust Company (the “Book-Entry Transfer Facility”));

(ii) a properly completed and duly executed Letter of Transmittal (or facsimile thereof), with any required signature guarantees or, in the case of a book-entry transfer, an Agent’s Message (as defined herein) in lieu of the Letter of Transmittal; and

(iii) any other required documents.

For purposes of the Offer, Purchaser will be deemed to have accepted for payment Class A Shares validly tendered and not withdrawn as, if, and when Purchaser gives oral or written notice to the Depositary of its acceptance for payment of such Class A Shares pursuant to the Offer. Payment for Class A Shares accepted for payment pursuant to the Offer will made by deposit of the purchase price therefor with the Depositary, which will act as agent for the tendering stockholders for the purpose of receiving payments from Purchaser and transmitting such payments to the tendering stockholders. Under no circumstances will interest on the purchase price for tendered Class A Shares be paid, regardless of any delay in making such payment.

If any tendered Class A Shares are not accepted for payment pursuant to the terms and conditions of the Offer for any reason, or if certificates are submitted for more Class A Shares than are tendered, certificates for such unpurchased Class A Shares will be returned, without expense to the tendering stockholder (or, in the case of Class A Shares tendered by book-entry transfer of such Class A Shares into the Depositary’s account at the Book-Entry Transfer Facility pursuant to the procedures set forth in “The Tender Offer — Section 3. Procedures for Tendering Class A Shares”, such Class A Shares will be credited to an account maintained with the Book-Entry Transfer Facility), as soon as practicable following expiration or termination of the Offer.

Purchaser reserves the right to transfer or assign in whole or in part from time to time to one or more of its affiliates the right to purchase all or any portion of the Class A Shares tendered pursuant to the Offer, but any such transfer or assignment will not relieve Purchaser of its obligations under the Offer and will in no way prejudice the rights of tendering stockholders to receive payment for Class A Shares validly tendered and accepted for payment pursuant to the Offer.


3.	Procedures for Tendering Class A Shares.

Valid Tender. To tender Class A Shares pursuant to the Offer:

(i) a properly completed and duly executed Letter of Transmittal (or a facsimile thereof) in accordance with the instructions of the Letter of Transmittal, with any required signature guarantees, certificates for Class A Shares to be tendered, and other documents required by the Letter of Transmittal, must be received by the Depositary prior to the Expiration Date at one of its addresses set forth on the back cover of this Offer to Purchase;

(ii) such Class A Shares must be delivered pursuant to the procedures for book-entry transfer described below (and the Book-Entry Confirmation of such delivery received by the Depositary, including an Agent’s Message (as defined herein) if the tendering stockholder has not delivered a Letter of Transmittal), prior to the Expiration Date; or

(iii) the tendering stockholder must comply with the guaranteed delivery procedures set forth below.

The term “Agent’s Message” means a message transmitted electronically by the Book-Entry Transfer Facility to, and received by, the Depositary and forming a part of a Book-Entry Confirmation, which states that the Book-Entry Transfer Facility has received an express acknowledgement from the participant in the Book-Entry Transfer Facility tendering the Class A Shares, which are the subject of such Book-Entry Confirmation, that such participant has received and agrees to be bound by the terms of the Letter of Transmittal and that Purchaser may enforce such agreement against the participant.

Book-Entry Delivery. The Depositary will establish accounts with respect to the Class A Shares at the Book-Entry Transfer Facility for purposes of the Offer within two (2) business days after the date of this Offer to Purchase. Any financial institution that is a participant in the Book-Entry Transfer Facility’s systems may make book-entry transfer of Class A Shares by causing the Book-Entry Transfer Facility to transfer such Class A Shares into the Depositary’s account in accordance with the Book-Entry Transfer Facility’s procedures for such transfer. However, although delivery of Class A Shares may be effected through book-entry transfer, either the Letter of Transmittal (or facsimile thereof), properly completed and duly executed, together with any required signature guarantees, or an Agent’s Message in lieu of the Letter of Transmittal, and any other required documents, must, in any case, be transmitted to and received by the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase by the Expiration Date, or the tendering stockholder must comply with the guaranteed delivery procedures described below. Delivery of documents to a book-entry transfer facility in accordance with such book-entry transfer facility’s procedures does not constitute delivery to the Depositary.

Signature Guarantees. Except as otherwise provided below, all signatures on a Letter of Transmittal must be guaranteed by a financial institution (including most commercial banks, savings and loan associations, and brokerage houses) that is a participant in the Security Transfer Agents Medallion Program, the New York Stock Exchange Medallion Signature Guarantee Program, or the Stock Exchange Medallion Program or by any other “Eligible Guarantor Institution”, as such term is defined in Rule 17Ad-15 under the Exchange Act (each, an “Eligible Institution”). Signature on a Letter of Transmittal need not be guaranteed (i) if the Letter of Transmittal is signed by the registered holders (which term, for purposes of this section, includes any participant in the Book-Entry Transfer Facility’s system whose name appears on a security position listing as the owner of the Class A Shares) of Class A Shares tendered therewith and such registered holder has not completed the box entitled “Special Payment Instructions” or the box entitled “Special Delivery Instructions” on the Letter of Transmittal or (ii) if such Class A Shares are tendered for the account of an Eligible Institution. See Instructions 1 and 5 of the Letter of Transmittal. If the certificates for Class A Shares are registered in the name of a person other than the signer of the Letter of Transmittal, or if payment is to be made, or certificates for Class A Shares not tendered or not accepted for payment are to be returned, to a person other than the registered holder of the certificates surrendered, then the tendered certificates must be endorsed or accompanied by appropriate stock powers, in either case signed exactly as the name or names of the registered holders or owners appear on the certificates, with the signatures on the certificates or stock powers guaranteed as described above. If the Letter of Transmittal or stock powers are signed or any certificate is endorsed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations, or others acting in a fiduciary or representative capacity, such persons should so indicate when signing and, unless waived by Purchaser, proper evidence satisfactory to Purchaser of their authority to so act must be submitted. See Instructions 1 and 5 of the Letter of Transmittal.

Guaranteed Delivery. A stockholder that desires to tender Class A Shares pursuant to the Offer and whose certificates for Class A Shares are not immediately available, or that cannot comply with the procedure for book-entry transfer on a timely basis, or that cannot deliver all required documents to the Depositary prior to the Expiration Date, may tender such Class A Shares by following all of the procedures set forth below:

(i) such tender is made by or through an Eligible Institution;

(ii) a properly completed and duly executed Notice of Guaranteed Delivery, substantially in the form provided by Purchaser, is received by the Depositary, as provided below, prior to the Expiration Date; and

(iii) the certificate for all tendered Class A Shares, in proper form for transfer (or a Book-Entry Confirmation with respect to all such Class A Shares), together with a properly completed and duly executed Letter of Transmittal (or facsimile thereof), with any required signature guarantees (or, in the case of a book-entry transfer, an Agent’s Message in lieu of the Letter of Transmittal), and any other required documents, are received by the Depositary within three (3) trading days after the date of execution of Notice of Guaranteed Delivery. A “trading day” is any day on which NASDAQ is open for business.

The Notice of Guaranteed Delivery may be delivered by hand or mailed to the Depositary or transmitted by telegram or facsimile transmission to the Depositary and must include a guarantee by an Eligible Institution in the form set forth in such Notice of Guaranteed Delivery.

The method of delivery of the Class A Shares, the Letter of Transmittal, and all other required documents, including delivery through the Book-Entry Transfer Facility, is at the election and risk of the tendering stockholder. Class A Shares will be deemed delivered only when actually received by the Depositary (including, in the case of a book-entry transfer, by book-entry confirmation). If delivery is by mail, it is recommended that the stockholder use properly insured registered mail with return receipt requested. In all cases, sufficient time should be allowed to ensure timely delivery.

401(k) Plan Participants. If Class A Shares are owned through the U.S. Xpress XPRE$$AVINGS 401(k) Plan, (the “401(k) Plan”) and the owner of such Class A Shares desires to direct the 401(k) Plan trustee to tender such Class A Shares, the owner must complete a Tender Offer Instruction Form (“Instruction Form”) and deliver such form to Ellen Philip Associates, Inc. (the “Independent Tabulator”) who will notify the trustee of the instructions in accordance with the Instruction Form. If the Offer is not completed because any conditions to the Offer are not satisfied, or the transaction otherwise fails to close, any Class A Shares that 401(k) Plan participants have instructed the Trustee to tender will be returned to the 401(k) Plan participants’ accounts from the Depositary promptly following expiration of the Offer. However, if the conditions are satisfied, or waived where applicable, and the Offer closes, the 401(k) Plan will receive a value equivalent to the number of Class A Shares tendered multiplied by the offer price of $20.10, without interest thereon, promptly following expiration of the Offer.

Other Requirements. Notwithstanding any provision hereof, payment for Class A Shares accepted for payment pursuant to the Offer will in all cases be made only after timely receipt by the Depositary of (i) certificates evidencing such Class A Shares or a timely Book-Entry Confirmation with respect to such Class A Shares into the Depositary’s account at the Book-Entry Transfer Facility, (ii) a Letter of Transmittal (or facsimile thereof), properly completed and duly executed, with any required signature guarantees (or, in the case of a book-entry transfer, an Agent’s Message in lieu of the Letter of Transmittal), and (iii) any other documents required by the Letter of Transmittal. Accordingly, tendering stockholders may be paid at different times depending upon when certificates for Class A Shares or Book-Entry Confirmations with respect to Class A Shares are actually received by the Depositary. Under no circumstances will interest on the purchase price of the tendered Class A Shares be paid by Purchaser, regardless of any extension of the Offer or any delay in making such payment.

Tender Constitutes an Agreement. The valid tender of Class A Shares pursuant to one of the procedures described above will constitute a binding agreement between the tendering stockholder and Purchaser upon the terms and subject to the conditions of the Offer.

Appointment of Proxies. By executing a Letter of Transmittal as set forth above, the tendering stockholder irrevocably appoints designees of Purchaser as such stockholder’s attorneys-in-fact and proxies, each with full power of substitution, to the full extent of such stockholder’s rights with respect to the Class A Shares tendered by such stockholder and accepted for payment by Purchaser (and with respect to any and all other Class A Shares or other securities issued or issuable in respect of such Class A Shares on or after the date of this Offer to Purchase). All such powers of attorney and proxies will be considered coupled with an interest in the tendered Class A Shares. Such appointment is effective when, and only to the extent that, Purchaser deposits the payment for such Class A Shares with the Depositary. Upon the effectiveness of such appointment, all prior powers of attorney, proxies, and consents given by such stockholder will be revoked, and no subsequent powers of attorney, proxies, or consents may be given (and, if given, will not be deemed effective). Purchaser’s designees will, with respect to the Class A Shares for which the appointment is effective, be empowered to exercise all voting and other rights of such stockholder as they, in their sole discretion, may deem proper at any annual, special, or adjourned meeting of the stockholders of U.S. Xpress, by written consent in lieu of any such meeting or otherwise. Purchaser reserves the right to require that, in order for Class A Shares to be deemed validly tendered, immediately upon Purchaser’s payment for such Class A Shares, Purchaser must be able to exercise full voting rights with respect to such Shares. The

foregoing powers of attorney and proxies are effective only upon acceptance for payment and payment for Class A Shares pursuant to the Offer. The Offer does not constitute a solicitation of proxies, absent a purchase of Class A Shares, for any meeting of U.S. Xpress stockholders.

Determination of Validity. All questions as to the validity, form, eligibility (including time of receipt), and acceptance of any tender of Class A Shares will be determined by Purchaser in its sole discretion, which determination will be final and binding. Purchaser reserves the absolute right to reject any and all tenders determined by it not to be in proper form or the acceptance for payment of or payment for which may, in the opinion of Purchaser’s counsel, be unlawful. Purchaser also reserves the absolute right to waive any defect or irregularity in the tender of any Class A Shares of any particular stockholder whether or not similar defects or irregularities are waived in the case of other stockholders. No tender of Class A Shares will be deemed to have been validly made until all defects and irregularities relating thereto have been cured or waived to the satisfaction of Purchaser. None of Purchaser, Holding Company, the Continuing Investors, the Depositary, the Information Agent, or any other person will be under any duty to give notification of any defects or irregularities in tenders or incur any liability for failure to give any such notification. Purchaser’s interpretation of the terms and conditions of the Offer (including the Letter of Transmittal and Instructions thereto) will be final and binding.

Backup Withholding. In order to avoid “backup withholding” of federal income tax on payments of cash pursuant to the Offer, a stockholder surrendering Class A Shares in the Offer must, unless an exemption applies, provide the Depositary with such stockholder’s correct taxpayer identification number (“TIN”) on a Substitute Form W-9 and certify under penalties of perjury that such TIN is correct and that such stockholder is not subject to backup withholding. If a stockholder does not provide such stockholder’s correct TIN or fails to provide the certifications described above, the Internal Revenue Service (the “IRS”) may impose a penalty on such stockholder and payment of cash to such stockholder pursuant to the Offer may be subject to backup withholding of twenty-eight percent (28%). Backup withholding is not an additional tax. Rather, the tax liability of persons subject to backup withholding will be reduced by the amount of tax withheld. If withholding results in an overpayment of taxes, a refund may be obtained by filing a tax return with the IRS. All stockholders that are U.S. persons surrendering Class A Shares pursuant to the Offer should complete and sign the main signature form and the Substitute Form W-9 included as part of the Letter of Transmittal to provide the information and certification necessary to avoid backup withholding (unless an applicable exemption exists and is proved in a manner satisfactory to Purchaser and the Depositary). Certain stockholders (including, among others, all corporations and certain foreign individuals and entities) are not subject to backup withholding. Non-corporate foreign stockholders should complete and sign the main signature form and a statement, signed under penalties of perjury, attesting to that stockholder’s exempt status (such forms may be obtained from the Depositary), in order to avoid backup withholding. See Instruction 9 to the Letter of Transmittal.

4. Rights of Withdrawal.

Tenders of Class A Shares made pursuant to the Offer are irrevocable except that Class A Shares tendered pursuant to the Offer may be withdrawn at any time prior to the expiration of the Offering Period and, unless theretofore accepted for payment by Purchaser pursuant to the Offer, may also be withdrawn at any time after November 11, 2007. There will be no withdrawal rights during any Subsequent Offering Period for Shares tendered during the Subsequent Offering Period.

specify the name and number of the account at the Book-Entry Transfer Facility to be credited with the withdrawn Class A Shares. If certificates for Class A Shares to be withdrawn have been delivered or otherwise identified to the Depositary, the name of the registered holder and the serial numbers of the particular certificates evidencing the Class A Shares to be withdrawn must also be furnished to the Depositary as aforesaid prior to the physical release of such certificates. All questions as to the form and validity (including time of receipt) of any notice of withdrawal will be determined by Purchaser, in its sole discretion, which determination shall be final and binding. None of Purchaser, Holding Company, the Continuing Investors, the Depositary, the Information Agent, or any other person will be under any duty to give notification of any defects or irregularities in any notice of withdrawal or incur any liability for failure to give such notification.

Withdrawals of tenders of Class A Shares may not be rescinded, and any Class A Shares properly withdrawn will be deemed not to have been validly tendered for purposes of the Offer. However, withdrawn Class A Shares may be retendered by following one of the procedures described in “The Tender Offer — Section 3. Procedures for Tendering Class A Shares”, at any time prior to the Expiration Date or during a Subsequent Offering Period if one is provided.

If Purchaser extends the Offer, is delayed in its acceptance for payment of Class A Shares, or is unable to accept for payment Class A Shares pursuant to the Offer, for any reason, then, without prejudice to Purchaser’s rights under this Offer, the Depositary may, nevertheless, on behalf of Purchaser, retain tendered Class A Shares, and such Class A Shares may not be withdrawn except to the extent that tendering stockholders are entitled to withdrawal rights as set forth in this Section. Any such delay will be accompanied by an extension of the Offer to the extent required by law.

Participants in the 401(k) Plan who wish to withdraw their direction to tender Class A Shares must submit a new Instruction Form indicating the withdrawal. However, the new Instruction Form will only be effective if it is received by the Independent Tabulator by 5:00 p.m., New York City time, on October 9, 2007. Upon timely receipt of the new Instruction Form, the old instructions will be deemed canceled. If such participants wish to later re-tender their Class A Shares under the 401(k) Plan, then another, new Instruction Form must be received by the Independent Tabulator by 5:00 p.m., New York City time, on October 9, 2007. While a participant may change his or her instructions as frequently as such participant desires pursuant to the procedure in this section, any changes to the participant’s instructions must be received by the Independent Tabulator by 5:00 p.m., New York City time, on October 9, 2007 in order to be effective. Only the participant’s last instruction received by the Independent Tabulator prior to the deadline will count for tabulation purposes.


5.	Material United States Federal Income Tax Consequences of the Offer and Merger.

CIRCULAR 230 ADVISORY: Any discussion of tax matters contained in this Offer to Purchase is not intended or written to be used, and cannot be used, for the purpose of avoiding penalties that may be imposed under U.S. federal tax law. This Offer to Purchase was written to support the promotion or marketing of the Offer and the proposed Merger. Each taxpayer should seek advice based on the taxpayer’s particular circumstances from an independent tax advisor.

The following is a summary of the material U.S. federal income tax consequences to holders of Class A Shares upon the tender of Class A Shares for cash pursuant to the Offer and the exchange of Class A Shares for cash pursuant to the Merger. This summary does not purport to be a comprehensive description of all of the tax consequences that may be relevant to a decision to dispose of Class A Shares in the Offer or the Merger, including tax considerations that arise from rules of general application to all taxpayers or to certain classes of investors or that are generally assumed to be known by investors. This summary is based on the Internal Revenue Code of 1986, as amended (the “Code”), Treasury regulations, administrative rulings and court decisions, all as in effect as of the date hereof and all of which are subject to differing interpretations and/or change at any time (possibly with retroactive effect). In addition, this summary is not a complete description of all the tax consequences of the Offer and the Merger and, in particular, may not address U.S. federal income tax considerations to holders of Class A Shares subject to special treatment under U.S. federal income tax law (including, for example, financial institutions, dealers in securities or currencies,

traders that mark to market, holders who hold their Shares as part of a hedge, straddle or conversion transaction, insurance companies, tax-exempt entities, and holders who obtained their Class A Shares by exercising options or warrants). In addition, this summary does not discuss any consequences to holders of options or warrants to purchase Class A Shares or any aspect of state, local or foreign tax law that may be applicable to any holder of Class A Shares, or any U.S. federal tax considerations other than U.S. federal income tax considerations. This summary assumes that holders own Class A Shares as capital assets.

It is recommended that stockholders consult their own tax advisors with respect to the specific tax consequences to them in connection with the Offer and the Merger in light of their own particular circumstances, including the tax consequences under state, local, foreign and other tax laws.

U.S. Holders.

Except as otherwise set forth below, the following discussion is limited to the U.S. federal income tax consequences relevant to a beneficial owner of Class A Shares that is a citizen or resident of the United States, a domestic corporation (or any other entity or arrangement treated as a corporation for U.S. federal income tax purposes, any estate (other than a foreign estate), and any trust if (i) a court within the United States is able to exercise primary supervision over the administration of the trust, and (ii) one or more U.S. persons have the authority to control all substantial decisions of the trust (a “U.S. Holder”).

If a partnership (including any entity or arrangement treated as a partnership for U.S. federal income tax purposes) holds Class A Shares, the tax treatment of a holder that is a partner in the partnership generally will depend upon the status of the partner and the activities of the partnership. Such holders should consult their own tax advisors regarding the tax consequences of exchanging the Shares pursuant to the Offer or pursuant to the Merger.

Payments with Respect to Class A Shares. The exchange of Class A Shares for cash pursuant to the Offer or pursuant to the Merger will be a taxable transaction for U.S. federal income tax purposes, and a U.S. Holder who receives cash for Class A Shares pursuant to the Offer or pursuant to the Merger will recognize gain or loss, if any, equal to the difference between the amount of cash received and the holder’s adjusted tax basis in the Class A Shares. Such gain or loss will be capital gain or loss, and will be long-term capital gain or loss if such U.S. Holder’s holding period for the Class A Shares is more than one (1) year at the time of the exchange of such holder’s Class A Shares for cash. Long-term capital gains recognized by an individual holder generally are subject to tax at a lower rate than short-term capital gains or ordinary income. There are limitations on the deductibility of capital losses.

Backup Withholding Tax and Information Reporting. Payments made with respect to Class A Shares exchanged for cash in the Offer or the Merger will be subject to information reporting and will be subject to U.S. federal backup withholding tax (at a rate of twenty-eight percent (28%)) unless the U.S. Holder (i) furnishes an accurate tax identification number or otherwise complies with applicable U.S. information reporting or certification requirements (typically, by completing and signing a substitute Form W-9, which will be included with the Letter of Transmittal to be returned to the Depositary) or (ii) is a corporation or other exempt recipient and, when required, demonstrates such fact. Backup withholding is not an additional tax and any amounts withheld under the backup withholding rules may be refunded or credited against a U.S. Holder’s United States federal income tax liability, if any, provided that you furnish the required information to the Internal Revenue Service in a timely manner.

Non-U.S. Holders.

The following is a summary of certain U.S. federal income tax consequences that will apply to you if you are a Non-U.S. Holder of Class A Shares. The term “Non-U.S. Holder” means a beneficial owner, other than a partnership, of a Class A Share that is not a U.S. Holder.

Non-U.S. Holders should consult their own tax advisors to determine the specific U.S. federal, state, local and foreign tax consequences that may be relevant to them.

Payments with respect to Class A Shares. Payments made to a Non-U.S. Holder with respect to Class A Shares exchanged for cash in the Offer or pursuant to the Merger generally will be exempt from U.S. federal income tax, unless:

(i) the gain on Class A Shares, if any, is effectively connected with the conduct by the Non-U.S. Holder of a trade or business in the United States (and, if certain income tax treaties apply, is attributable to the Non-U.S. Holder’s permanent establishment in the United States) (in which event (i) the Non-U.S. Holder will be subject to U.S. federal income tax as described under “U.S. Holders”, but such Non-U.S. Holder should provide a Form W-8ECI instead of a Form W-9, and (ii) if the Non-U.S. Holder is a corporation, it may be subject to branch profits tax on such gain at a thirty percent (30%) rate (or such lower rate as may be specified under an applicable income tax treaty));

(ii) the Non-U.S. Holder is an individual who was present in the United States for 183 days or more in the taxable year and certain other conditions are met (in such event the Non-U.S. Holder will be subject to tax at a flat rate of thirty percent (30%) or such lower rate as may be specified under an applicable income tax treaty) on the gain from the exchange of the Class A Shares net of applicable U.S. losses from sales or exchanges of other capital assets recognized during the year); or

(iii) the Non-U.S. Holder is an individual subject to tax pursuant to U.S. tax rules applicable to certain expatriates.

Backup Withholding Tax and Information Reporting. In general, if you are a Non-U.S. Holder you will not be subject to backup withholding and information reporting with respect to a payment made with respect to Class A Shares exchanged for cash in the Offer or the Merger if you have provided the Depositary with an IRS Form W-8BEN (or a Form W-8ECI if your gain is effectively connected with the conduct of a U.S. trade or business). If Class A Shares are held through a foreign partnership or other flow-through entity, certain documentation requirements also apply to the partnership or other flow-through entity. Backup withholding is not an additional tax and any amounts withheld under the backup withholding rules may be refunded or credited against a Non-U.S. Holder’s United States federal income tax liability, if any, provided that you furnish the required information to the Internal Revenue Service in a timely manner.

6. Price Range of the Class A Shares.

According to U.S. Xpress, as of August 1, 2007, there were 12,508,228 Class A Shares and 3,040,262 Class B Shares issued and outstanding. The Class A Shares are traded on NASDAQ under the symbol “XPRSA”. No market exists for Class B Shares. Listed below are the high and low sales prices with respect to Class A Shares, as reported by NASDAQ, for the periods indicated:


	High		Low

Fiscal Year 2007
Third Quarter (through September 11, 2007)	$	19.25	$	15.17
Second Quarter		19.38		13.10
First Quarter		20.75		16.60
Fiscal Year 2006
Fourth Quarter	$	27.00	$	15.97
Third Quarter		28.00		18.76
Second Quarter		27.40		17.71
First Quarter		19.56		15.20
Fiscal Year 2005
Fourth Quarter	$	18.09	$	9.02
Third Quarter		14.70		11.36
Second Quarter		17.00		10.49
First Quarter		34.44		15.35

On June 22, 2007, the last full trading day prior to the public announcement of the Offer, the closing sales price of the Class A Shares was $14.20 per Class A Share. On September 11, 2007, the last full trading day prior to the commencement of the Offer, the closing sales price of the Class A Shares was $19.20 per Class A Share. Stockholders are urged to obtain a current market quotation for the Class A Shares.

7. Certain Information Concerning U.S. Xpress.

The information concerning U.S. Xpress contained in this Offer to Purchase has been furnished by U.S. Xpress or has been taken from, or based upon, publicly available documents and records on file with the SEC and other public sources. Neither Purchaser, Holding Company, the Continuing Investors, nor the Information Agent assumes responsibility for the accuracy or completeness of the information concerning U.S. Xpress contained in such documents and records or for any failure by U.S. Xpress to disclose events that may have occurred or may affect the significance or accuracy of any such information.

General. U.S. Xpress, a Nevada corporation headquartered in Chattanooga, Tennessee, is the fourth largest publicly owned truckload carrier in the United States, measured by revenue. U.S. Xpress provides regional, dedicated, and expedited truckload services throughout North America, with regional capabilities in the West, Midwest, and Southeastern United States. U.S. Xpress 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 of U.S. Xpress, is a leading provider of transportation, warehousing, and distribution services to the floor coverings industry and also provides distribution-related services to a number of other industries, including retail, automotive, and building materials. U.S. Xpress also offers logistics services, including through its joint ownership of Transplace.com, LLC, an Internet-based global transportation logistics company. U.S. Xpress has an eighty percent (80%) ownership interest in Arnold Transportation Services, Inc., which provides regional, dedicated, and medium length-of-haul services with a fleet of approximately 1,600 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 forty-nine percent (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, and a forty percent (40%) indirect ownership interest in C&C Trucking of Duncan, 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 130 trucks.

U.S. Xpress regularly reviews investment and acquisition opportunities in the trucking industry and may pursue such opportunities when appropriate. In particular, the Continuing Investors are aware that certain investment and acquisition opportunities in the trucking industry recently have been under active consideration by management and the board of directors of U.S. Xpress. In two cases involving companies with combined revenues of approximately $200.0 million, the Continuing Investors are aware that non-binding and confidential agreements in principle have been reached for U.S. Xpress to acquire all of, or a minority interest in, such companies. One case involves the potential acquisition of 100% of the stock of a truckload carrier that generates approximately $35.0 million in revenue. Based on the relatively small size of this company in relation to U.S. Xpress, such company’s revenues, earnings, and assets are considered immaterial to U.S. Xpress. The second case involves a minority investment in a truckload carrier that generates approximately $165.0 million in revenue. It is anticipated that the second transaction may be similar to the previous transactions involving Arnold Transportation Services, Inc., Total Transportation of Mississippi and its affiliated companies, Abilene Motor Express, Inc., and C&C Trucking of Duncan, Inc. Because this second transaction would be a minority investment at inception, Purchaser, Holding Company, and the Continuing Investors do not expect that the financial conditions and results of operations of the company involved in the possible investment would be consolidated with those of U.S. Xpress to be able to access the earnings or cash flows of such company for the foreseeable future.

The principal executive offices of U.S. Xpress are located at 4080 Jenkins Road, Chattanooga, Tennessee 37421, and its telephone number at such address is (423) 510-3000.

Intent to Tender. In general, Purchaser, Holding Company, and the Continuing Investors will not tender Class A Shares owned by them pursuant to the Offer. However, certain Class A Shares held by the Continuing Investors in the 401(k) Plan may be tendered in the Offer or cancelled in the Merger for administrative ease. Such Class A Shares are not expected to exceed 20,000 in the aggregate. As of the date hereof, (i) to the best of their knowledge, neither Purchaser, Holding Company, nor any Continuing Investor knows whether any other executive officer, director, or affiliate of U.S. Xpress intends to tender Class A Shares in the Offer, (ii) none of U.S. Xpress, its executive officers, directors, or affiliates has made any public recommendation with respect to the Offer, and (iii) U.S. Xpress has not made public any appraisal, report or opinion on the fairness of this transaction. As of the date hereof, to the best knowledge of Purchaser, Holding Company, and the Continuing Investors, a majority of the directors of U.S. Xpress who are not employees of U.S. Xpress has not retained an unaffiliated representative (other than the Special Committee) to act solely on behalf of unaffiliated stockholders for purposes of negotiating the terms of the transaction. Other than the Special Committee and Wachovia, which has been retained by the Special Committee as its financial advisor, to the best knowledge of Purchaser, Holding Company, and the Continuing Investors, a majority of the directors of U.S. Xpress who are not employees of U.S. Xpress has not retained an unaffiliated representative to act solely on behalf of unaffiliated stockholders for purposes of preparing a report concerning the fairness of the transaction. The Offer and Merger have not been approved by a majority of the directors of U.S. Xpress who are not employees of U.S. Xpress.

Prior Public Offerings. For a description of certain prior public offerings of Class A Shares by U.S. Xpress and certain of the Continuing Investors, see “Special Factors — Section 1. Background of the Offer”.

Related Party Transactions. For a description of certain business relationships between U.S. Xpress, on the one hand, and Purchaser, Holding Company, the Continuing Investors, and certain other related parties, see “Special Factors — Section 9. Related Party Transactions”.

Financial Information. Certain financial information relating to U.S. Xpress hereby is incorporated by reference to the audited financial statements for U.S. Xpress’s 2005 and 2006 fiscal years set forth in U.S. Xpress’s Annual Report on Form 10-K for the year ended December 31, 2006, beginning on page 28 of such report. Certain financial information relating to U.S. Xpress is also hereby incorporated by reference to the unaudited balance sheets, comparative year-to-date statements of operations, and related earnings per share data and statements of cash flows for the second quarter of 2007 set forth in U.S. Xpress’s Form 10-Q for the quarter ended June 30, 2007, beginning on page 3. The reports may be inspected at, and copies thereof may be obtained from, the same places and in the same manner set forth under “Available Information” below.

U.S. XPRESS ENTERPRISES, INC.
SELECTED HISTORICAL FINANCIAL INFORMATION

The following table sets forth summary historical financial data for U.S. Xpress as of and for the six months ended June 30, 2007 and 2006 and as of and for each of the years ended December 31, 2006 and 2005.

This data and the comparative per share data set forth below are extracted from, and should be read in conjunction with, the audited financial statements, the accompanying notes thereto, and other financial information contained in U.S. Xpress’s Annual Report on Form 10-K for the year ended December 31, 2006, and the unaudited interim financial statements and other financial information contained in the U.S. Xpress’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2007, including the notes thereto. More comprehensive financial information is included in such reports (including management’s discussion and analysis of financial condition and results of operation) and other documents filed by U.S. Xpress with the SEC, and the following summary is qualified in its entirety by reference to such reports and other documents and all of the financial information and notes contained therein. The financial statements included as Item 8 in U.S. Xpress’s Annual Report on Form 10-K for the year ended December 31, 2006, and as Item 1 in the U.S. Xpress’s Quarterly Report on Form 10-Q for the quarterly period ended on June 30, 2007, hereby are

incorporated by reference herein. Copies of such reports and other documents may be examined at or obtained in the manner set forth under “Available Information” below.


	Six Months Ended
	June 30,				Twelve Months Ended December 31,
	2007		2006		2006		2005
	(In thousands, except per share amounts)

Statements of Operations Data:
Operating revenue	$	761,220	$	689,171	$	1,471,764	$	1,164,232
Total operating expenses		750,400		668,883		1,414,856		1,140,262
Net income		106		6,459		20,104		9,432
Earnings per share — basic		0.01		0.42		1.31		0.59
Earnings per share — diluted		0.01		0.42		1.29		0.59
Balance Sheet Data (at period end):
Current assets	$	251,333	$	225,238	$	254,144	$	202,970
Non-current assets		652,222		581,138		649,223		404,414
Current liabilities		228,192		229,534		236,986		164,846
Non-current liabilities		425,553		338,204		413,882		210,126
Total stockholders’ equity		249,810		238,638		252,499		232,412
Average Shares Outstanding:
Basic		15,215		15,323		15,316		15,930
Diluted		15,407		15,559		15,568		16,083

Ratio of Earnings to Fixed Charges. U.S. Xpress historically has not reported a ratio of earnings to fixed charges.

Book Value per Share. Net book value per share was $16.47 as of June 30, 2007. Book value per share is not a term defined by generally accepted accounting principles. Book value per share is calculated by dividing stockholders’ equity by the number of Class A Shares and Class B Shares outstanding.

Projected Financial Information. As executive officers and directors of U.S. Xpress, Mr. Quinn and Mr. Fuller routinely have participated in the preparation of, and otherwise been given access to, nonpublic management projections and internal financial forecasts. Senior management of U.S. Xpress does not as a matter of course make public projections as to future performance or earnings beyond the current fiscal year and is especially wary of making projections for extended earnings periods due to the inherent unpredictability of the underlying assumptions and estimates. However, because financial forecasts prepared by senior management were available to Purchaser, Holding Company, the Continuing Investors, and their financial advisor in connection with their respective evaluations of the Offer and the Merger, material portions of these projections are included below in order to give stockholders access to certain nonpublic information available to Purchaser, Holding Company, the Continuing Investors, and their financial advisor for purposes of considering and evaluating the Offer. The inclusion of this information should not be regarded as an indication that Purchaser, Holding Company, the Continuing Investors, or their financial advisor considered, or now considers, it to be a reliable prediction of future results.

The projections and the internal financial forecasts, upon which the projections were based, are subjective in many respects. The projections reflect numerous assumptions with respect to industry performance, general business, economic, market, and financial conditions and other matters, all of which are difficult to predict and are beyond the control of U.S. Xpress. The projections also reflect estimates and assumptions related to the business of U.S. Xpress that are inherently subject to significant economic, political and competitive uncertainties, all of which are difficult to predict and many of which are beyond the control of U.S. Xpress. As a result, there can be no assurance that the projected results will be realized or that actual results will not be significantly higher or lower than projected. The financial projections were prepared for internal use and not with a view toward public disclosure or toward complying with generally accepted accounting principles, the published guidelines of the SEC regarding projections, or the guidelines established by the American

Institute of Certified Public Accountants for preparation and presentation of prospective financial information. U.S. Xpress’s independent registered public accounting firm has not examined or compiled any of the financial projections, expressed any conclusion, or provided any form of assurance with respect to the financial projections, and, accordingly, assumes no responsibility for them. The financial projections do not take into account any circumstances or events occurring after the date they were prepared. Projections of this type are based on estimates and assumptions that are inherently subject to factors such as industry performance, general business, economic, regulatory, market and financial conditions, as well as changes to the business, financial condition or results of operations of U.S. Xpress, which factors may cause the financial projections or the underlying assumptions to be inaccurate. Since the projections cover multiple years, such information by its nature becomes even less reliable with each successive year.

Readers of this Offer to Purchase are cautioned not to place undue reliance on the specific portions of the financial projections set forth below. No one has made or makes any representation to any stockholder or anyone else regarding the information included in these projections.

For the foregoing reasons, as well as the bases and assumptions on which the financial projections were compiled, the inclusion of specific portions of the financial projections in this Offer to Purchase should not be regarded as an indication that such projections will be an accurate prediction of future events, and they should not be relied on as such. Purchaser, Holding Company, and the Continuing Investors do not intend to update or otherwise revise the following financial projections to reflect circumstances existing after the date when made or to reflect the occurrence of future events, even if any or all of the assumptions are shown to be in error.

Management’s most recent projections, prepared in June 2007 (the “Management Projections”), included the following with respect to 2007:


	Projected Quarter Ending
	September 30,			December 31,
	2007			2007			Full-Year 2007
	(In thousands, except per share amounts)

Statements of Operations Data:
Operating revenue	$	346,100		$	347,800		$	1,351,952
Total operating expenses		330,300			331,300			1,308,789

Income from operations		15,800			16,500			43,163
Other		(100	)		(100	)		(524	)
Interest expense, net		5,400			5,300			21,775

Income before income taxes		10,500			11,300			21,912
Income tax provision		4,608			5,076			9,642

Net income	$	5,892		$	6,224		$	12,269

Earnings per share	$	0.38		$	0.40		$	0.79
Weighted average shares outstanding		15,500			15,500			15,500
Balance Sheet Data (at period end):
Total assets	$	888,222		$	912,698		$	912,698
Total liabilities		631,238			648,490			648,490
Total stockholders’ equity		256,984			264,208			264,208

The Management Projections also included the following with respect to 2008 through 2011.


	Projected Year Ending
	December 31,			December 31,			December 31,			December 31,
	2008			2009			2010			2011
	(In thousands, except per share amounts and operating ratio)

Statements of Operations Data:
Operating revenue	$	1,417,450		$	1,487,275		$	1,561,636		$	1,639,712
Total operating expenses		1,359,710			1,412,912			1,475,781			1,541,330

Income from operations		57,740			74,363			85,855			98,382
Interest expense, net		21,600			16,590			13,800			14,000

Income before income taxes		36,140			57,773			72,055			84,382
Income tax provision		15,540			24,843			30,984			36,284

Net income	$	20,600		$	32,930		$	41,071		$	48,098

Earnings per share	$	1.35		$	2.15		$	2.68		$	3.14
Weighted average shares outstanding		15,300			15,300			15,300			15,300
Balance Sheet Data (at year end):
Total assets	$	887,201		$	910,007		$	955,859		$	978,100
Total liabilities		601,393			590,269			594,050			567,193
Total stockholders’ equity		285,808			319,738			361,809			410,907
Other Information:
Operating ratio⁽¹⁾		95.93	%		95.00	%		94.50	%		94.00	%
EBITDA⁽²⁾		140,740			157,363			169,855			184,382


(1)		Ratio of total operating expenses to operating revenue.

(2)		EBITDA represents earnings before interest, taxes, depreciation, and amortization, a measure used by management to measure operating performance. EBITDA is not a recognized term under generally accepted accounting principles and does not purport to be an alternative to income from operations as an indicator of operating performance or to cash flows from operating activities as a measure of liquidity. Because not all companies calculate EBITDA identically, this presentation of EBITDA may not be comparable to other similarly titled measures of other companies. Additionally, EBITDA is not intended to be a measure of free cash flow for management’s discretionary use, as it does not consider certain cash requirements such as interest payments, tax payments, debt service requirements, or capital expenditure requirements. EBITDA was calculated in the following manner for each of the years presented:


	Projected Year Ending
	December 31,		December 31,		December 31,		December 31,
	2008		2009		2010		2011
	(In thousands, except per share amounts)

Net income	$	20,600	$	32,930	$	41,071	$	48,098
Add: Interest expense, net		21,600		16,590		13,800		14,000
Add: Income tax provision		15,540		24,843		30,984		36,284

Income from operations		57,740		74,363		85,855		98,382
Add: Depreciation and amortization		83,000		83,000		84,000		86,000

EBITDA	$	140,740	$	157,363	$	169,855	$	184,382

Available Information. U.S. Xpress is subject to the informational filing requirements of the Exchange Act and, in accordance therewith, is required to file periodic reports, proxy statements, and other information with the SEC relating to its business, financial condition, and other matters. Such reports, proxy statements, and other information can be inspected and copied at the public reference facilities maintained by the SEC at 100 F Street, N.E., Washington, D.C. 20549. Information regarding the public reference facilities may be

obtained from the SEC by telephoning 1-800-SEC-0330. U.S. Xpress’s filings also are available to the public on the SEC’s Internet site (http://www.sec.gov). Copies of such materials also may be obtained by mail from the Public Reference Section of the SEC at 100 F Street, N.E., Washington, D.C. 20549 at prescribed rates. Copies of many of the items filed with the SEC and other information concerning U.S. Xpress are available for inspection at the offices of NASDAQ located at One Liberty Plaza, 50th Floor, New York, New York 10006.

Information about U.S. Xpress also may be obtained from the U.S. Xpress website at www.usxpress.com. The U.S. Xpress website is provided as an inactive textual reference only. Information contained on the U.S. Xpress website is not incorporated by reference into, and does not constitute any part of, this Offer to Purchase.


8.	Certain Information Concerning Purchaser, Holding Company, and the Continuing Investors.

Purchaser is a newly formed Nevada corporation, and Holding Company is a newly formed Nevada limited liability company. Purchaser is the wholly owned subsidiary of Holding Company, and Holding Company, in turn, is wholly owned by the Continuing Investors. Each of Purchaser and Holding Company was organized in connection with the Offer and the Merger and has not carried on any significant activities other than in connection with the Offer and the Merger. Until immediately prior to the time the Class A Shares are purchased pursuant to the Offer, it is not anticipated that Purchaser or Holding Company will have any significant assets or liabilities or engage in any significant activities other than those incident to its formation and capitalization and the transactions contemplated by the Offer and the Merger. The principal offices of both Purchaser and Holding Company are located at 3993 Howard Hughes Parkway, Suite 250, Las Vegas, Nevada 89169-6754. The telephone number for both Purchaser and Holding Company is (423) 255-9757.

Patrick E. Quinn’s principal occupation is Co-Chairman of the Board, President, and Treasurer of U.S. Xpress. His business address is c/o U.S. Xpress, 4080 Jenkins Road, Chattanooga, Tennessee 37421. Max L. Fuller’s principal occupation is Co-Chairman of the Board, Chief Executive Officer, and Secretary of U.S. Xpress. His business address is c/o U.S. Xpress, 4080 Jenkins Road, Chattanooga, Tennessee 37421. Quinn Family Partners is a general partnership organized under the laws of the state of Tennessee. Its principal address is c/o U.S. Xpress, Inc., 4080 Jenkins Road, Chattanooga, Tennessee 37421. Quinn Family Partners holds shares of U.S. Xpress for the benefit of certain members of the Quinn family. The Max Fuller Family Limited Partnership is a limited partnership organized under the laws of the state of Nevada. Its principal address is c/o U.S. Xpress, Inc., 4080 Jenkins Road, Chattanooga, Tennessee 37421. The Max Fuller Family Limited Partnership holds shares of U.S. Xpress for the benefit of certain members of the Fuller family.

The name, citizenship, business address, business telephone number, current principal occupation (including the name, principal business and address of the organization in which such occupation is conducted) and material positions held during the past five (5) years of each of the directors and executive officers of Purchaser, each manager of Holding Company, each partner of Quinn Family Partners, and each partner of the Max Fuller Family Limited Partnership are set forth in Schedule A to this Offer to Purchase.

None of Purchaser, Holding Company, or the Continuing Investors, nor, to the best of their knowledge, any of the persons listed in Schedule A hereto has, during the past five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), and (ii) none of Purchaser, Holding Company, or the Continuing Investors, nor, to the best of their knowledge, any of the persons listed in Schedule A hereto has, during the past five (5) years, been a party to any judicial or administrative proceeding (except for matters that were dismissed without sanction or settlement) that resulted in a judgment, decree or final order enjoining the person from future violations of, or prohibiting activities subject to, federal or state securities laws, or a finding of any violation of federal or state securities laws.


9.	Source and Amount of Funds.

Financing Commitment. Purchaser, Holding Company, and the Continuing Investors estimate that the total amount of funds required to purchase all of the outstanding Class A Shares (other than those already owned directly or indirectly by Purchaser, Holding Company, and the Continuing Investors) pursuant to the

Offer and to pay related fees and expenses will be approximately $197.2 million. Purchaser has received the Financing Commitment, pursuant to which SunTrust (a) has committed to provide Purchaser with a $50.0 million revolving credit facility (the “Revolver”) and a $185.0 million tranche B term loan (the “Term Loan B” and, together with the Revolver, the “Bank Credit Facilities”), (b) has committed to provide Purchaser with a $142.8 million liquidity facility (the “Liquidity Facility” and, together with the Bank Credit Facilities, the “Senior Credit Facilities”) in support of an accounts receivable securitization commitment by Three Pillars Funding LLC (“Three Pillars”) to Xpress Receivables, LLC, an indirect wholly owned subsidiary of U.S. Xpress (“Xpress Receivables”), and (c) has committed to arrange an amendment and restatement of the Three Pillars accounts receivable securitization commitment to Xpress Receivables (the “Securitization Line”) after closing of the Merger. SunTrust’s commitment to provide the Term Loan B will be reduced dollar-for-dollar by the amount of any net proceeds from certain permitted real estate financing occurring after the date of the Financing Commitment and prior to the closing of the Bank Credit Facilities.

Use of Proceeds. The proceeds of the Term Loan B will be used to finance the Offer and the Merger and to fund transaction costs. Transaction costs also may be funded from the Revolver, and the Revolver will be available at the time of the Merger to support outstanding letters of credit. The balance of funds needed to finance the Offer and the Merger and to pay transaction costs will be provided by U.S. Xpress’s cash on hand. The Revolver, the Liquidity Facility, and the Securitization Line will be used after the Offer and the Merger to fund working capital, to provide letters of credit, and for other general corporate purposes. Upon receipt of the funds committed under the Financing Commitment and after the consummation of the Offer, Purchaser, Holding Company, and the Continuing Investors are of the opinion that (i) U.S. Xpress will be able to pay its debts and liabilities and other commitments in the ordinary course of business, and (ii) the fair value of U.S. Xpress’s assets, taken as a whole, will be greater than the total amount of its liabilities, including contingent liabilities. The Offer is conditioned upon receipt by Purchaser of the funds committed under the Financing Commitment. Additional information regarding the Financing Commitment and the financing to be made available thereunder follows:

Conditions Precedent. The availability of funds under the Financing Commitment is subject to, among other things, (a) there not having occurred a material adverse change in the business, condition (financial or otherwise), operations, liabilities (contingent or otherwise), properties, or prospects of Purchaser and its subsidiaries, taken as a whole, since the date of the Financing Commitment, and (b) there not having occurred a material adverse change in the business, condition (financial or otherwise), operations, liabilities (contingent or otherwise), properties, or prospects of U.S. Xpress and its subsidiaries, taken as a whole, as reflected in the consolidated financial statements of U.S. Xpress as of December 31, 2006; provided, however, that changes in the consolidated financial position, results of operation, and cash flows of U.S. Xpress and its subsidiaries, taken as a whole, between December 31, 2006 and June 30, 2007 reflected in the June 30, 2007 financial statements of U.S. Xpress and its subsidiaries filed with the SEC will not be considered in determining any such material adverse change. The availability of funds under the Financing Commitment also is subject to, among other things, the payment of fees and expenses and the negotiation, execution, and delivery of definitive documentation. There is a possibility that Purchaser will not obtain funds under the Financing Commitment due to various conditions in the Financing Commitment letter not being met. Purchaser, Holding Company, and the Continuing Investors currently have no other financing arrangements or alternative financing plans in place in the event that funding pursuant to the Financing Commitment is unavailable. Purchaser, Holding Company, and the Continuing Investors currently contemplate servicing the loans to be made pursuant to the Financing Commitment with income from operations of U.S. Xpress after consummation of the Offer and the Merger. For a complete list of the conditions to the Financing Commitment, please refer to the Financing Commitment, which is filed as an exhibit to the Schedule TO and which is incorporated herein by reference,.

Expiration of Financing Commitment. The Financing Commitment, and the commitments and obligations of SunTrust thereunder, will terminate on December 31, 2007, unless definitive documentation has been executed and delivered on or prior to that date.

Bank Credit Facilities Generally. The borrower under the Bank Credit Facilities initially will be Purchaser and, immediately upon giving effect to the Offer and the Merger, all rights and obligations of Purchaser in connection with the Bank Credit Facilities will become, by operation of law, the rights and

obligations of U.S. Xpress. The Bank Credit Facilities will be comprised of the Revolver and the Term Loan B. The principal amount of the Term Loan B will be reduced dollar-for-dollar by the amount of any net proceeds from certain permitted real estate financing occurring after the date of the Financing Commitment and prior to the closing of the Bank Credit Facilities. Loans under the Revolver are expected to bear interest, at the borrower’s option, (a) at a rate equal to the London interbank offer rate (“LIBOR”) plus an applicable margin, or (b) a rate equal to the higher of (i) the rate which SunTrust announces from time to time as its prime lending rate, and (ii) the federal funds effective rate plus 0.50%, plus an applicable margin. The Term Loan B is expected to bear interest, at the borrower’s option, (y) at a rate equal to LIBOR plus 4.00%, or (z) a rate equal to 2.75% plus the higher of (i) the rate which SunTrust announces from time to time as its prime lending rate, and (ii) the federal funds effective rate plus 0.50%. The borrower under the Bank Credit Facilities will be permitted to make voluntary prepayments of principal at any time, without premium or penalty (other than LIBOR breakage costs, if applicable). The borrower will be required to make mandatory prepayments on the Term Loan B with (1) net proceeds received from any sale or other dispositions of assets other than (A) assets subject to liens permitted under the definitive loan documents (to the extent of the indebtedness repaid and secured by such liens), and (B) assets sold in the ordinary course of business, (2) net proceeds of any equity offering for cash and not as part of any employee compensation, and (3) a percentage of excess cash flow (to be defined).

Security for Bank Credit Facilities. The obligations of the borrower and the guarantors under the Revolver will be secured by a first priority security interest in and lien on all personal property of the borrower and the guarantors, including without limitation, all cash, rolling stock, accounts, inventory, equipment, general intangibles, goods, documents, contracts, trademarks, patents, copyrights, intercompany obligations, stock, securities, commercial tort claims, books, records, instruments, investment property, and notes owned by the borrower and the guarantors and real property of the borrower and the guarantors; provided however that collateral for the Bank Credit Facilities shall exclude (i) all equipment securing the certain equipment notes, (ii) all other assets securing the existing accounts receivable securitization of U.S. Xpress and its subsidiaries or securing other indebtedness as of the date of the Financing Commitment (other than assets securing the existing revolving credit facility of U.S. Xpress, which assets will be collateral for the Bank Credit Facilities in any event), (iii) certain specified real property owned by U.S. Xpress as of the date of the Financing Commitment and all real estate acquired after the closing date of the Merger that remains unencumbered for 120 days or less, (iv) stock of any minority owned subsidiary of the borrower or any guarantor to the extent the borrower or such guarantor is contractually prohibited from pledging such stock, and (v) assets securing other indebtedness and lease financing in amounts to be mutually agreed upon in the definitive loan documentation. All Bank Credit Facilities will be cross-collateralized by a pledge of 100% of the capital stock of the borrower and each of the guarantors (excluding Holding Company) and a pledge (subject to customary restrictions) on 100% of the capital stock of Xpress Receivables (or any other special purpose subsidiary that acquires accounts receivables as part of the receivables securitization); provided, however, that all stock of U.S. Xpress acquired in connection with the Offer shall be excluded from collateral for the Bank Credit Facilities until the Merger is consummated.

Guarantors of Bank Credit Facilities. All obligations under the Bank Credit Facilities will be guaranteed by Holding Company and each direct and indirect material subsidiary of Purchaser.

Other Terms of Bank Credit Facilities. The Bank Credit Facilities will contain customary representations and warranties and customary affirmative and negative covenants, including, among other things, (a) maintenance of existence, property, insurance, and material intellectual property, (b) engaging in same business or businesses reasonably related thereto, (c) compliance with laws, (d) payment of taxes and other charges that can result in liens (e) books and records, (f) visitation and inspection, (g) use of proceeds, (h) margin regulations, and (i) future guarantors/collateral. The Bank Credit Facilities also will include a covenant to merge Purchaser with and into U.S. Xpress immediately upon consummation of the Offer. The Bank Credit Facilities also will contain certain financial covenants such as a maximum fixed charge coverage ratio, maximum leverage ratio, and maximum capital expenditures. The Bank Credit Facilities also will include customary events of default, including a change of control default.

Liquidity Facility and Securitization Line. The borrower under the Liquidity Facility and Securitization Line will be Xpress Receivables, a special purpose bankruptcy remote limited liability company that is an indirect wholly owned subsidiary of U.S. Xpress. Pursuant to the Liquidity Facility and Securitization Line, Three Pillars and SunTrust will fund loans and issue letters of credit in an aggregate amount of up to $140.0 million, subject to certain advance rate, borrowing base, and reserve limitations. Loans under the Liquidity Facility and Securitization Line are expected to bear interest as follows: (a) to the extent such loans are funded through the issuance of commercial paper notes by Three Pillars, the interest rate shall be equal to the per annum rate equivalent payable by Three Pillars in respect of such commercial paper notes, plus an applicable margin, or (b) to the extent such loans are not funded through the issuance of commercial paper notes by Three Pillars, the interest rate shall be equal to LIBOR plus an applicable margin. The Liquidity Facility and Securitization Line will contain customary representations, warranties, and covenants, including financial covenants to be agreed upon by the borrower and SunTrust. The Liquidity Facility and Securitization Line also will include customary events of default.

This summary of the Senior Credit Facilities does not purport to be complete and is qualified in its entirety by reference to the Financing Commitment, which is filed as an exhibit to the Schedule TO and which is incorporated herein by reference, and any further documents or instruments that Purchaser may enter into in connection with the Senior Credit Facilities. The description of the Senior Credit Facilities contained herein is based upon the terms set forth in the Financing Commitment, which terms are subject to the negotiation and execution of definitive documentation. As a result, the final terms of the Senior Credit Facilities may differ from those described in this Offer to Purchase.


10.	Dividends and Distributions.

U.S. Xpress has never paid a cash dividend on Class A Shares or Class B Shares, and has stated that it does not anticipate paying any cash dividends on Class A Shares or Class B Shares in the foreseeable future. U.S. Xpress has stated that it intends to continue to retain earnings to finance the growth of its business and reduce its indebtedness rather than to pay dividends. U.S. Xpress has stated that its ability to pay cash dividends currently is limited by restrictions contained in its revolving credit facility. U.S. Xpress has stated that future payments of cash dividends will depend on U.S. Xpress’s financial condition, results of operations, capital commitments, restrictions under then-existing agreements, and other factors the board of directors deems relevant.

If, at any time on or after the date hereof, U.S. Xpress should declare or pay any dividend or other distribution (including, without limitation, the issuance of additional Class A Shares pursuant to a stock dividend or stock split) with respect to the Class A Shares that is payable or distributable to stockholders of record on a date occurring prior to the transfer to the name of Purchaser or its nominees or transferees on U.S. Xpress’s stock transfer records of the Class A Shares purchased pursuant to the Offer, then, without prejudice to Purchaser’s rights described in “The Tender Offer — Section 11. Conditions to the Offer”, (i) the purchase price per Class A Share payable by Purchaser pursuant to the Offer will be reduced in the amount of any such cash dividend or distribution, and (ii) the whole of any non-cash dividend or distribution (including, without limitation, additional Class A Shares) will be required to be remitted promptly and transferred by each tendering stockholder to the Depositary for the account of Purchaser accompanied by appropriate documentation of transfer. Pending such remittance or appropriate assurance thereof, Purchaser will be entitled to all rights and privileges as owner of any such non-cash dividend or distribution, as determined by Purchaser in its sole discretion.

If, on or after the date hereof, U.S. Xpress should split the Class A Shares or combine or otherwise change the Class A Shares or its capitalization, then, without prejudice Purchaser’s rights described under the heading “The Tender Offer — Section 11. Conditions to the Offer”, appropriate adjustments to reflect such split, combination, or change may be made by Purchaser in the purchase price and other terms of the Offer, including, without limitation, the number or type of securities offered to be purchased.


11.	Conditions to the Offer.

Notwithstanding any other provision of the Offer, and in addition to (and not in limitation of) Purchaser’s rights to extend and amend the Offer at any time in its sole discretion, Purchaser will not be required to accept for payment, purchase, or pay for, subject to any applicable rules and regulations of the SEC, including Rule 14e-1(c) under the Exchange Act, and may delay the acceptance for payment of or, subject to the restriction referred to above, the payment for, any tendered Class A Shares (whether or not any Class A Shares theretofore have been accepted for payment or paid for pursuant to the Offer), and may amend or terminate the Offer, if the Majority of Unaffiliated Shares Condition, the 90% Condition, the Funding Condition, the Anti-Takeover Condition, or the Antitrust Condition has not been satisfied or, on or after the date of this Offer to Purchase and at or before the Expiration Date, any of the following events shall occur:

(a) any condition, event, or development has occurred or be threatened in the business, properties, assets, liabilities, capitalization, stockholders’ equity, financial condition, operations, results of operations, or cash flows of U.S. Xpress, which has or might reasonably be expected to have a materially adverse effect on U.S. Xpress (an “Adverse Effect”); or

(b) there has been threatened or instituted by, or be pending before, any government or governmental authority or agency or other regulatory or administrative agency or commission, whether domestic (local, state or federal), foreign or supranational, court or arbitral panel, or any self-regulatory organization (a “Governmental Entity”), any action, proceeding, application, claim, or counterclaim or any judgment, ruling, order, or injunction sought or any other action taken by any person or entity, which (i) challenges the acquisition by Purchaser, Holding Company, or the Continuing Investors of any Class A Shares pursuant to the Offer or the Merger, seeks to restrain, prohibit, or delay the making or completion of the Offer or consummation of the Merger, (ii) seeks to prohibit or limit materially the ownership or operation by Purchaser, Holding Company, or the Continuing Investors, or to compel Purchaser, Holding Company, or the Continuing Investors (or any affiliate thereof) to dispose of or to hold separate all or any material portion of the business or assets of Purchaser, Holding Company, or the Continuing Investors (or any affiliate thereof) or of U.S. Xpress as a result of the transactions contemplated by the Offer or the Merger, (iii) seeks to impose any material limitation on the ability of Purchaser, Holding Company, or the Continuing Investors (or any affiliate thereof) to conduct their respective businesses or own such assets, (iv) seeks to impose or confirm any material limitation on the ability of Purchaser, Holding Company, or the Continuing Investors (or any affiliate thereof) to acquire or hold, or to exercise full rights of ownership of, any Class A Shares, including the right to vote such Class A Shares on all matters properly presented to the stockholders of U.S. Xpress, (v) seeks to require divestiture by Purchaser, Holding Company, or the Continuing Investors (or any affiliate thereof) of any or all of the Class A Shares, or (vi) otherwise has or might reasonably be expected to have an Adverse Effect; or

(c) there has been entered or issued any preliminary or permanent judgment, order, decree, ruling, or injunction or any other action taken by any Governmental Entity, whether on its own initiative or the initiative of any other person, which (i) restrains, prohibits, or materially delays the making or completion of the Offer or consummation of the Merger, or otherwise, directly or indirectly, materially and adversely affects the Offer or the Merger, (ii) prohibits or materially limits the ownership or operation by U.S. Xpress, Purchaser, Holding Company, or the Continuing Investors of all or any material portion of the business or assets of U.S. Xpress or of Purchaser, Holding Company, the Continuing Investors, and their affiliates and subsidiaries taken as a whole, or compels U.S. Xpress, Purchaser, Holding Company, or the Continuing Investors (or any affiliate thereof) to dispose of or to hold separate all or any material portion of the business or assets of Purchaser, Holding Company, or the Continuing Investors and their affiliates and subsidiaries taken as a whole or of U.S. Xpress as a result of the transactions contemplated by the Offer or the Merger, (iii) imposes any material limitation on the ability of Purchaser, Holding Company, or the Continuing Investors (or any affiliate thereof) to conduct their respective businesses or own such assets, (iv) imposes or confirms any material limitation on the ability of Purchaser, Holding Company, or the Continuing Investors (or any affiliate thereof) to acquire or hold, or to exercise full rights of ownership of, any Class A Shares, including the right to vote such Class A Shares on all matters properly presented to the stockholders of U.S. Xpress, (v) requires divestiture by Purchaser, Holding

Company, or the Continuing Investors (or any affiliate thereof) of any or all of the Class A Shares, (vi) otherwise has or might reasonably be expected to have an Adverse Effect; or

(d) there has been any statute, rule, or regulation enacted, promulgated, entered, enforced, or deemed applicable or asserted to be applicable to the Offer or the Merger, or any other action has been taken by any Governmental Entity, that results in, directly or indirectly, any of the consequences referred to in clauses (i) through (vi) of paragraph (b) above; or

(e) there has occurred (i) any general suspension of trading in, or limitation on times or prices for, securities on any U.S. national securities exchange, or in the over-the-counter market, (ii) any extraordinary or materially adverse change in the U.S. financial markets generally following the date of this Offer to Purchase, including without limitation, a decline of at least twenty percent (20%) in either the Dow Jones average of industrial stocks or the Standard & Poor’s 500 index following the date of this Offer to Purchase, (iii) any declaration of a banking moratorium or any suspension of payments in respect of banks in the United States, (iv) any material limitation by any Governmental Entity or any court that materially affects the extension of credit generally by lenders that regularly participate in the United States market in loans, (v) any commencement or escalation of war, armed hostilities, or other national or international calamity directly or indirectly involving the United States, (vi) a suspension of, or limitation (whether or not mandatory) on, the currency exchange markets or the imposition of, or material changes in, any currency or exchange control laws in the United States or (vii) in the case of any of the foregoing occurrences existing on or at the time of the commencement of the Offer, a material acceleration or worsening thereof; or

(f) U.S. Xpress, on the one hand, and Purchaser, Holding Company, or the Continuing Investors, on the other hand, have reached an agreement or understanding that the Offer be terminated or amended or Purchaser, Holding Company, or the Continuing Investors (or any affiliate thereof) has entered into a definitive agreement or an agreement in principle to acquire U.S. Xpress by merger or other business combination, or purchase of Class A Shares or assets of U.S. Xpress; or

(g) U.S. Xpress has (i) issued, distributed, pledged, sold, or authorized, or proposed the issuance of or distribution, pledge or sale to any person of any (A) shares of its capital stock of any class (including, without limitation, the Class A Shares) or securities convertible into or exchangeable for any such shares of capital stock, or any rights, warrants, or options to acquire any such shares or convertible securities or any other securities of U.S. Xpress, (B) other securities in respect of, in lieu of, or in substitution for Class A Shares outstanding on the date of this Offer to Purchase, or (C) debt securities or any securities convertible into or exchangeable for debt securities or any rights, warrants, or options entitling the holder thereof to purchase or otherwise acquire any debt securities, (ii) purchased or otherwise acquired, or proposed or offered to purchase or otherwise acquire, any outstanding Class A Shares or other securities, (iii) proposed, recommended, authorized, declared, issued, or paid any dividend or distribution on any Class A Shares or any other security, whether payable in cash, securities, or other property, (iv) altered or proposed to alter any material term of any outstanding security, (v) incurred, agreed to incur, or announced its intention to incur, any debt other than in the ordinary course of business and consistent with past practice, or (vi) authorized, recommended, proposed, or publicly announced its intent to enter into any merger, consolidation, liquidation, dissolution, business combination, acquisition or disposition of assets or securities other than in the ordinary course of business, any material change in its capitalization or business operations, any release or relinquishment of any material contractual or other rights or any comparable event, or taken any action to implement any such transaction previously authorized, recommended, proposed, or publicly announced; or

(h) U.S. Xpress has amended, proposed to amend, or authorized any amendment to, its certificate of incorporation or by-laws or similar organizational documents, other than any amendment that is necessary to satisfy the Anti-Takeover Condition, or Purchaser, Holding Company, or the Continuing Investors has learned that U.S. Xpress has proposed, adopted, or recommended any such amendment, which has not previously been publicly disclosed by U.S. Xpress and also set forth in filings with the SEC; or

(i) a tender or exchange offer for some portion or all of the Class A Shares has been commenced or publicly proposed to be made by another person (including U.S. Xpress); or

(j) the members of the board of directors of U.S. Xpress, other than Messrs. Quinn and Fuller, fail to deliver to Purchaser their resignations from the board of directors of U.S. Xpress on or prior to the Expiration Date, with such resignations to be effective immediately upon consummation of the Offer.

The foregoing conditions in paragraphs (a) through (j) are for the sole benefit of Purchaser, Holding Company, the Continuing Investors, and their respective affiliates and may be asserted by Purchaser, Holding Company, the Continuing Investors, or their respective affiliates regardless of the circumstances (including any action or inaction by Purchaser, Holding Company, or the Continuing Investors (or any affiliate thereof)) giving rise to any such conditions or may be waived by Purchaser, Holding Company, and the Continuing Investors, in whole or in part, at any time and from time to time in the sole discretion of Purchaser, Holding Company, and the Continuing Investors. The Majority of Unaffiliated Shares Condition and Antitrust Condition may not be waived, and the 90% Condition may be waived only with the consent of the Special Committee. The determination as to whether any condition has been satisfied will be made in the sole judgment of Purchaser, Holding Company, and the Continuing Investors and will be final and binding. The failure by Purchaser, Holding Company, or the Continuing Investors at any time to exercise its rights under any of the foregoing conditions will not be deemed a waiver of any such rights and each such right will be deemed an ongoing right that may be asserted at any time or from time to time prior to the Expiration Date of the Offer.


12.	Effect of the Offer on the Market for the Class A Shares; NASDAQ Listing; Exchange Act Registration; Margin Regulations.

Market for the Class A Shares. The purchase of Class A Shares by Purchaser pursuant to the Offer will reduce the number of holders of Class A Shares and the number of Class A Shares that might otherwise trade publicly and, depending upon the number of Class A Shares so purchased, could adversely affect the liquidity and market value of the remaining Class A Shares held by the public. Purchaser, Holding Company, and the Continuing Investors cannot predict whether the reduction in the number of Class A Shares that might otherwise trade publicly would have an adverse or beneficial effect on the market price for, or the marketability of, the Class A Shares or whether it would cause future market prices to be greater or less than or the same as the Offer Price.

NASDAQ Listing. Depending upon the number of Class A Shares purchased pursuant to the Offer, the Class A Shares may no longer meet the requirements for continued listing on the NASDAQ Global Select Market. According to its published guidelines, NASDAQ would consider disqualifying the Class A Shares for listing on the NASDAQ Global Select Market (though not necessarily for listing on the NASDAQ Capital Market) if, among other possible grounds, the number of publicly held Class A Shares falls below 750,000, the total number of beneficial holders of round lots of Class A Shares falls below 400, the market value of publicly held Class A Shares over a thirty (30) consecutive business day period is less than $5.0 million, there are fewer than two (2) active and registered market makers in the Class A Shares over a ten (10) consecutive business day period, U.S. Xpress has stockholders’ equity of less than $10.0 million, or the bid price for the Class A Shares over a thirty (30) consecutive business day period is less than $1.00. Furthermore, NASDAQ would consider delisting the Class A Shares from NASDAQ altogether if, among other possible grounds, (a) the number of publicly held Class A Shares falls below 500,000, (b) the total number of beneficial holders of round lots of Class A Shares falls below 300, (c) the market value of publicly held Class A Shares over a thirty (30) consecutive business day period is less than $1.0 million, (d) there are fewer than two (2) active and registered market makers in the Class A Shares over a ten (10) consecutive business day period, (e) the bid price for the Class A Shares over a thirty (30) consecutive business day period is less than $1.00, or (f) (i) U.S. Xpress has stockholders’ equity of less than $2.5 million, (ii) the market value of the listed securities of U.S. Xpress is less than $35.0 million over a ten (10) consecutive business day period, and (iii) net income from continuing operations of U.S. Xpress is less than $500,000 for the most recently completed fiscal year and two (2) of the last three (3) most recently completed fiscal years. Class A Shares held by officers or directors of U.S. Xpress, or by any beneficial owner of more than ten percent (10%) of the Class A Shares, will not be considered as being publicly held for this purpose. According to U.S. Xpress, as of August 1,

2007, there were 12,508,228 Class A Shares outstanding. If, as a result of the purchase of Class A Shares pursuant to the Offer or otherwise, the Class A Shares are either no longer eligible for the NASDAQ Global Select Market or are delisted from NASDAQ altogether, the market for Class A Shares will be adversely affected.

If NASDAQ were to delist the Class A Shares, it is possible that the Class A Shares would continue to trade on other securities exchanges or in the over-the-counter market and that price or other quotations for the Class A Shares would be reported by other sources. The extent of the public market for such Class A Shares and the availability of such quotations would depend, however, upon such factors as the number of stockholders and the aggregate market value of such securities remaining at such time, the interest in maintaining a market in the Class A Shares on the part of securities firms, the possible termination of registration under the Exchange Act as described below, and other factors. Trading in the Class A Shares will cease upon consummation of the Merger if trading has not ceased earlier as discussed above.

Exchange Act Registration. The Class A Shares currently are registered under the Exchange Act. The purchase of Class A Shares pursuant to the Offer may result in the Class A Shares becoming eligible for deregistration under the Exchange Act. Registration of the Class A Shares may be terminated by U.S. Xpress upon application to the SEC if the outstanding Class A Shares are not listed on a national securities exchange and if there are fewer than 300 holders of record of Class A Shares. Termination of registration of the Class A Shares under the Exchange Act would reduce the information required to be furnished by U.S. Xpress to its stockholders and to the SEC and would make certain provisions of the Exchange Act (such as the short-swing profit recovery provisions of Section 16(b), the requirement of furnishing a proxy statement or information statement in connection with stockholders’ meetings or actions in lieu of a stockholders’ meeting pursuant to Section 14(a) and 14(c) of the Exchange Act and the related requirement of furnishing an annual report to stockholders) no longer applicable with respect to the Class A Shares. In addition, if the Class A Shares are no longer registered under the Exchange Act, the requirements of Rule 13e-3 with respect to “going private” transactions would no longer be applicable to U.S. Xpress. Furthermore, the ability of “affiliates” of U.S. Xpress and persons holding “restricted securities” of U.S. Xpress to dispose of such securities pursuant to Rule 144 under the Securities Act may be impaired or eliminated. If registration of the Class A Shares under the Exchange Act were terminated, the Class A Shares would no longer be eligible for continued inclusion on the Federal Reserve Board’s list of “margin securities” or eligible for stock exchange listing or reporting on NASDAQ. If registration of the Class A Shares is not terminated prior to the Merger, then the registration of the Class A Shares under the Exchange Act will be terminated following completion of the Merger.

Margin Regulations. The Class A Shares currently are “margin securities” under the regulations of the Board of Governors of the Federal Reserve System, which has the effect, among other things, of allowing brokers to extend credit using such Class A Shares as collateral. Depending upon factors similar to those described above regarding listing and market quotations, the Class A Shares might no longer constitute “margin securities” for the purposes of the margin regulations, in which event the Class A Shares would be ineligible as collateral for margin loans made by brokers.


13.	Certain Legal Matters; Regulatory Approvals.

General. Except as otherwise disclosed herein, based on a review of publicly available information filed by U.S. Xpress with the SEC, Purchaser, Holding Company, and the Continuing Investors are not aware of (i) any license or regulatory permit that appears to be material to the business of U.S. Xpress and its subsidiaries, taken as a whole, that might be adversely affected by the acquisition of Class A Shares by Purchaser pursuant to the Offer, or (ii) any approval or other action, by any governmental, administrative, or regulatory agency or authority, domestic, foreign, or supranational, that would be required for the acquisition or ownership of Class A Shares by Purchaser as contemplated herein. Should any such approval or other action be required, Purchaser, Holding Company, and the Continuing Investors currently contemplate that such approval or action would be sought. While Purchaser, Holding Company, and the Continuing Investors do not currently intend to delay the acceptance for payment of Class A Shares tendered pursuant to the Offer pending the outcome of any such matter, there can be no assurance that any such approval or action, if needed, would be obtained or would be obtained without substantial conditions or that adverse consequences might not result

to the business of U.S. Xpress, Purchaser, Holding Company, or the Continuing Investors or that certain parts of the businesses of U.S. Xpress, Purchaser, Holding Company, or the Continuing Investors might not have to be disposed of in the event that such approvals were not obtained or any other actions were not taken. Purchaser’s obligation under the Offer to accept for payment and pay for Class A Shares is subject to certain conditions. See “The Tender Offer — Section 11. Conditions to the Offer” for additional information.

United States Antitrust Approval. Under the HSR Act, certain acquisition transactions may not be consummated unless certain information has been furnished to the Antitrust Division of the Department of Justice (the “Antitrust Division”) and the Federal Trade Commission (the “FTC”) and certain waiting period requirements have been satisfied. Purchaser, Holding Company, and the Continuing Investors intend to file a Notification and Report Form with respect to the Offer promptly.

Under the provisions of the HSR Act applicable to the Offer, the purchase of Class A Shares under the Offer may not be consummated until the expiration of a fifteen (15) calendar day waiting period following the filing by Purchaser, Holding Company, and the Continuing Investors. Purchaser, Holding Company, and the Continuing Investors intend to make such filing on or about September 13, 2007. The waiting period with respect to the Offer would expire at 11:59 p.m., Eastern time, on the date fifteen (15) days after such filing is made, unless Purchaser, Holding Company, and the Continuing Investors receive a request for additional information or documentary material, or the Antitrust Division and the FTC terminate the waiting period prior thereto. If, within such fifteen (15) day period, either the Antitrust Division or the FTC requests additional information or material from Purchaser, Holding Company, or the Continuing Investors concerning the Offer, the waiting period will be extended and would expire at 11:59 p.m., Eastern time, on the tenth calendar day following the date of substantial compliance by Purchaser, Holding Company, and the Continuing Investors with such request. Only one extension of the waiting period pursuant to a request for additional information is authorized by the HSR Act. Thereafter, such waiting period may be extended only by court order or with the consent of Purchaser, Holding Company, and the Continuing Investors. The Purchaser will not accept for payment Class A Shares tendered pursuant to the Offer unless and until the waiting period requirements imposed by the HSR Act with respect to the Offer have been satisfied. See “The Tender Offer — Section 11. Conditions to the Offer” for additional information.

The FTC and the Antitrust Division frequently scrutinize the legality under the antitrust laws of transactions such as Purchaser’s purchase of Class A Shares pursuant to the Offer. At any time before or after Purchaser’s purchase of Class A Shares, the Antitrust Division or the FTC could take such action under the antitrust laws as it deems necessary or desirable in the public interest, including seeking to enjoin the acquisition of Class A Shares pursuant to the Offer or otherwise or seeking divestiture of Class A Shares acquired by Purchaser or divestiture of substantial assets of Purchaser. Private parties and state attorneys general also may bring action under the antitrust laws under certain circumstances. Based upon an examination of publicly available information relating to the businesses in which Purchaser, Holding Company, the Continuing Investors, and U.S. Xpress are engaged, Purchaser, Holding Company, and the Continuing Investors believe that the acquisition of Class A Shares by Purchaser will not violate the antitrust laws. Nevertheless, there can be no assurance that a challenge to the Offer or other acquisition of Class A Shares by Purchaser on antitrust grounds will not be made or, if such a challenge is made, of the result.

Nevada Anti-Takeover Law. Section 78.411 et seq. of the Nevada Revised Statutes (the “Combination with Interested Stockholders Statute”) prevents an “interested stockholder” and a Nevada corporation to which the Combination with Interested Stockholders Statute applies from entering into a “combination,” unless certain conditions are met. The Combinations with Interested Stockholders Statute applies to Nevada corporations with 200 or more shareholders of record, which: (a) as of the date the person became an “interested stockholder,” has a class of voting shares registered with the SEC under Section 12 of the Securities Exchange Act; or (b) provides for applicability of such act in its articles of incorporation. Nevada corporations may opt out of the Combination with Interested Stockholders Statute by provision in its original articles of incorporation or by amendment to the corporation’s articles of incorporation adopted at least eighteen months prior to the combination in question. A “combination” includes, among other transactions, any merger or consolidation with an “interested stockholder,” or any “affiliate” or “associate” thereof (even if the entity was not an “affiliate” or “associate” of the “interested stockholder” prior to the transaction) or sale,

lease, exchange, mortgage, pledge, transfer, or other disposition, in one transaction or a series of transactions with an “interested stockholder” or an “affiliate” or “associate” thereof having: (i) an aggregate market value equal to five percent (5%) or more of the aggregate market value of the assets of a corporation; (ii) an aggregate market value equal to five percent (5%) or more of the aggregate market value of all outstanding shares of a corporation; or (iii) representing ten percent (10%) or more of the earning power or net income of the corporation. An “interested stockholder” means the beneficial owner of ten percent (10%) or more of the voting shares of a corporation, or an affiliate or associate thereof. An “affiliate” is a person or entity that directly or indirectly is controlled by or is under common control with a specified person. An “associate,” when used to indicate a relationship with a person, is: (a) a corporation or organization of which that person is an officer or partner or is, directly or indirectly, the beneficial owner of ten percent (10%) or more of any class of voting shares; (b) any trust or other estate in which that person has a substantial beneficial interest or as to which the person serves as trustee or in a similar fiduciary capacity; and (c) any relative or spouse of that person or any relative of the spouse, who has the same home as that person. As used in the Combinations with Interested Stockholders Statute, “person” includes any natural persons, entities, trusts and virtually all non-governmental organizations. A corporation may not engage in a “combination” within three (3) years after the person first became an interested stockholder unless the combination or transaction by which the person first became an interested stockholder was approved by the board of directors before the person first became an interested stockholder. If this approval is not obtained, then after the expiration of the three (3) year period, the business combination may be consummated if: (a) the combination was approved by the board of directors before the interested stockholder first became an interested stockholder; (b) a majority of the voting power held by the corporation’s disinterested stockholders approve the transaction subsequent to the three (3) year period. Alternatively, even without such approvals, a combination occurring more than three (3) years after the person first became and interested stockholder may be permissible if certain requirements relating to the consideration to be received by disinterested stockholders are met, and the interested stockholder has not, subject to certain exceptions, increased their holdings in the corporation.

Section 78.378 et seq. of the Nevada Revised Statutes (the “Acquisition of Controlling Interest Statute”) prohibits an acquirer, under certain circumstances, from voting shares of a target corporation’s stock after crossing certain threshold ownership percentages, unless the acquirer obtains the approval of the target corporation’s disinterested stockholders. The Acquisition of Controlling Interest Statute specifies three thresholds: one-fifth or more but less than one-third, one-third but less than a majority, and a majority or more, of the outstanding voting power. Once an acquirer crosses one of the above thresholds in an offer or acquisition, those shares acquired within ninety (90) days immediately preceding his becoming an acquiring person become “Control Shares”. The acquiring person is prohibited from voting the Control Shares until disinterested stockholders restore the right. The Acquisition of Controlling Interest Statute also provides that in the event Control Shares are accorded full voting rights and the acquiring person has acquired a majority or more of all voting power, all other stockholders who do not vote in favor of authorizing voting rights to the Control Shares are entitled to demand payment for the fair value of their shares. The board of directors is to notify the stockholders as soon as practicable after such an event has occurred that they have the right to receive the fair value of their shares in accordance with statutory procedures established generally for dissenters’ rights. This statute is applicable only to Nevada corporations doing business in the state and that have at least 200 stockholders of record, at least 100 of whom have addresses in Nevada appearing on the stock ledger of the corporation.

The Offer is conditioned on the taking of all necessary action by the U.S. Xpress board of directors to render inapplicable all relevant anti-takeover statutes, including the Combination with Interested Stockholders Statute and the Acquisition of Controlling Interest Statute, and the continuing effectiveness of such action. See “The Tender Offer — Section 11. Conditions to the Offer” for additional information.

Other State Laws. A number of other states have adopted laws and regulations applicable to offers to acquire shares of corporations that are incorporated or have substantial assets, stockholders, and/or a principal place of business in such states. In Edgar v. MITE Corp., the Supreme Court of the United States held that the Illinois Business Takeover Statute, which involved state securities laws that made the takeover of certain corporations more difficult, imposed a substantial burden on interstate commerce, and was therefore

unconstitutional. In CTS Corp. v. Dynamics Corp. of America, however, the Supreme Court of the United States held that a state may, as a matter of corporate law and, in particular, those laws concerning corporate governance, constitutionally disqualify a potential acquirer from voting on the affairs of a target corporation without prior approval of the remaining stockholders, provided that such laws were applicable only under certain conditions, in particular, that the corporation has a substantial number of stockholders in and is incorporated under the laws of such state. Subsequently, in TLX Acquisition Corp. v. Telex Corp., a federal district court in Oklahoma ruled that the Oklahoma takeover statutes were unconstitutional insofar as they applied to corporations incorporated outside Oklahoma in that they would subject such corporations to inconsistent regulations. Similarly, in Tyson Foods, Inc. v. McReynolds, a federal district court in Tennessee ruled that four Tennessee takeover statutes were unconstitutional as applied to corporations incorporated outside Tennessee. This decision was affirmed by the United States Court of Appeals for the Sixth Circuit.

U.S. Xpress conducts business in a number of states throughout the United States, some of which have enacted takeover laws. Purchaser, Holding Company, and the Continuing Investors do not believe that the anti-takeover laws and regulations of any state other than the State of Nevada will by their terms apply to the Offer or the Merger, and, except as discussed above with respect to the Combination with Interested Stockholders Statute and the Control Share Acquisition Statute, neither Purchaser, Holding Company, nor any Continuing Investor has attempted to comply with any state anti-takeover statute or regulation. Purchaser, Holding Company, and the Continuing Investors reserve the right to challenge the applicability or validity of any state law or regulation purporting to apply to the Offer or the Merger, and neither anything in this Offer to Purchase nor any action taken in connection herewith is intended as a waiver of such right. In the event it is asserted that one or more state takeover statutes is applicable to the Offer or the Merger and an appropriate court does not determine that such statute is inapplicable or invalid as applied to the Offer or the Merger, Purchaser, Holding Company, or the Continuing Investors might be required to file certain information with, or to receive approval from, the relevant state authorities, and Purchaser might be unable to accept for payment or pay for Class A Shares tendered pursuant to the Offer, or be delayed in completing the Offer. In addition, if enjoined, Purchaser might be unable to accept for payment any Class A Shares tendered pursuant to the Offer, or be delayed in continuing or completing the Offer and consummating the Merger. In such case, Purchaser may not be obligated to accept for payment any Class A Shares tendered in the Offer. See “The Tender Offer — Section 11. Conditions to the Offer” for additional information.

Other Antitrust Approvals. In connection with the acquisition of the Class A Shares pursuant to the Offer, the laws of certain foreign countries and jurisdictions may require the filing of information with, or the obtaining of the approval of, governmental authorities in such countries and jurisdictions. The governments in such countries and jurisdictions might attempt to impose additional conditions on the operations of U.S. Xpress conducted in such countries and jurisdictions as a result of the acquisition of the Class A Shares pursuant to the Offer. There can be no assurance that Purchaser, Holding Company, and the Continuing Investors will be able to cause U.S. Xpress or its subsidiaries to satisfy or comply with such laws or that compliance or non-compliance will not have adverse consequences for U.S. Xpress or any subsidiary after purchase of the Class A Shares pursuant to the Offer.

Stockholder Litigation. On August 28, 2007, a stockholder of U.S. Xpress (the “Plaintiff”) filed a complaint in the District Court of Washoe County, Nevada, against U.S. Xpress, MLAC, and the directors of U.S. Xpress, captioned: Ronald S. Wiesenthal, et al. v. U.S. Xpress Enterprises, Inc., et al., Case No. 07 01958. This action was brought as a putative class action by the Plaintiff on behalf of himself and all holders of common stock of U.S. Xpress. The complaint generally alleges that: (1) MLAC, U.S. Xpress, and the individual U.S. Xpress directors breached their fiduciary duties as a result of the Offer; (2) the Offer Price is unfair and inadequate; (3) MLAC is engaging in self-dealing and is not acting in good faith towards U.S. Xpress’s public stockholders; and (4) the Offer is a product of the conflict of interest between MLAC and U.S. Xpress’s public stockholders. The lawsuit seeks, among other things, to enjoin or rescind the transactions contemplated by this Offer to Purchase and to recover costs of the action, including attorneys’ and experts’ fees.


14.	Fees and Expenses.

Purchaser has engaged Stifel Nicolaus to act as dealer manager in connection with the Offer, and Stifel Nicolaus has provided, and continues to provide, certain financial advisory services to Purchaser in connection with the Offer and the Merger. Purchaser will pay Stifel Nicolaus customary compensation for such services in connection with the Offer and the Merger. Purchaser has agreed to reimburse Stifel Nicolaus for all reasonable out-of-pocket fees, expenses, and costs, including reasonable fees and expenses of legal counsel (with such out-of-pocket fees, expenses, and costs not to exceed $50,000), and to indemnify Stifel Nicolaus and certain related persons against certain liabilities and expenses in connection with its engagement, including certain liabilities under the federal securities laws.

Purchaser has retained MacKenzie Partners, Inc. to serve as the Information Agent and LaSalle Bank National Association to serve as the Depositary in connection with the Offer. The Information Agent may contact holders of Class A Shares by personal interview, mail, telephone, telex, telegraph, and other methods of electronic communication and may request brokers, dealers, commercial banks, trust companies, and other nominees to forward the Offer materials to beneficial holders. Each of the Information Agent and the Depositary will receive reasonable and customary compensation for their services, be reimbursed for certain reasonable out-of-pocket expenses, and be indemnified against certain liabilities in connection with their services, including certain liabilities and expenses under the federal securities laws.

Except as discussed above, neither Purchaser, Holding Company, nor any Continuing Investor will pay any fees or commissions to any broker or dealer or other person or entity in connection with the solicitation of tenders of Class A Shares pursuant to the Offer. Brokers, dealers, banks, and trust companies will be reimbursed by Purchaser for customary mailing and handling expenses incurred by them in forwarding the Offer materials to their customers.

The following is an estimate of fees and expenses to be incurred by Purchaser, Holding Company, and the Continuing Investors in connection with the Offer:


	Amount

Financial Advisor/Dealer Manager Fees and Expenses	$	850,000
Advertising Costs	$	20,860
SEC Filing Fee	$	5,885
Hart-Scott-Rodino Filing Fee	$	125,000
Depositary/Transfer Agent Fees and Expenses	$	30,500
Information Agent Fees and Expenses (including mailing)	$	15,000
Financing Costs	$	5,194,750
Legal and Printing	$	655,000
Miscellaneous	$	28,005

Total	$	6,925,000

U.S. Xpress will not pay any of the fees and expenses to be incurred by Purchaser, Holding Company, or the Continuing Investors.


15.	Miscellaneous.

The Offer is being made solely by this Offer to Purchase and the related Letter of Transmittal and is being made to the holders of Class A Shares other than Purchaser, Holding Company, and the Continuing Investors as described herein. Purchaser, Holding Company, and the Continuing Investors are not aware of any state where the making of the Offer is prohibited by administrative or judicial action pursuant to any valid state statute. If Purchaser, Holding Company, or the Continuing Investors become aware of any valid state statute prohibiting the making of the Offer or the acceptance of the Class A Shares pursuant thereto, Purchaser, Holding Company, and the Continuing Investors will make a good faith effort to comply with such statute or seek to have such statute declared inapplicable to the Offer. If, after such good faith effort, Purchaser, Holding

Company, and the Continuing Investors cannot comply with such state statute, the Offer will not be made to (nor will tenders be accepted from or on behalf of) holders of Class A Shares in such state.

No person has been authorized to give any information or to make any representation on behalf of Purchaser, Holding Company, or the Continuing Investors not contained herein or in the Letter of Transmittal and, if given or made, such information or representation must not be relied upon as having been authorized.

Purchaser, Holding Company, and the Continuing Investors have filed with the SEC a Tender Offer Statement on Schedule TO pursuant to Rule 14d-3 under the Exchange Act, together with all exhibits thereto, furnishing certain additional information with respect to the Offer, which includes the information required by Schedule 13E-3. Such Schedule TO and any amendments thereto, including exhibits, should be available for inspection and copies should be obtainable in the same manner described in “The Tender Offer — Section 7. Certain Information Concerning U.S. Xpress”.

New Mountain Lake Acquisition Company

September 12, 2007

SCHEDULE A

INFORMATION CONCERNING THE DIRECTORS AND EXECUTIVE OFFICERS OF

PURCHASER, THE MANAGERS OF HOLDING COMPANY,

THE PARTNERS OF QUINN FAMILY PARTNERS, AND

THE PARTNERS OF THE MAX FULLER FAMILY LIMITED PARTNERSHIP

The following table sets forth the name and present principal occupation or employment, and material occupations, positions, offices, or employments for the past five (5) years, of (a) each director and executive officer of Purchaser, (b) each manager of Holding Company, (c) each partner of Quinn Family Partners, and (d) each partner of the Max Fuller Family Limited Partnership. Unless otherwise indicated, each such person is a citizen of the United States of America, and the business address of each such person is 4080 Jenkins Road, Chattanooga, Tennessee 37421. None of the listed persons, during the past five (5) years, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person was or is subject to a judgment, decree, or final order enjoining future violations of, or prohibiting activities subject to, federal or state securities laws or finding any violation of such laws. Unless otherwise indicated and except with respect to Purchaser and Holding Company, which were formed on August 28, 2007, each such person has held his or her present occupation as set forth below for the past five years.


		Present Principal Occupation or Employment;
Name		Material Positions Held During the Past Five Years
Patrick E. Quinn		Patrick Quinn is the President, Treasurer, and a member of the board of directors of Purchaser. Mr. Quinn also is a manager of Holding Company. Mr. Quinn has served as Co-Chairman of the board of directors of U.S. Xpress since 1994 and as a director, President, and Treasurer since the formation of U.S. Xpress, Inc. in 1985. Mr. Quinn served as Chairman of the Truckload Carriers Association from 2001 to 2002 and Chairman of the American Trucking Associations since 2005. In addition, Mr. Quinn was appointed to the National Surface Transportation Policy and Revenue Study Commission in February 2006. He also serves on the Erlanger Hospital Board of Trustees, the Chattanooga Chamber of Commerce Board of Directors, and the board of Innovative Processing Solutions.
Max L. Fuller		Max L. Fuller is the Chief Executive Officer, Secretary, and a member of the board of directors of Purchaser. Mr. Fuller also is a manager of Holding Company. Mr. Fuller has served as Co-Chairman of the board of directors of U.S. Xpress since 1994 and as a director and Secretary since the formation of U.S. Xpress, Inc. in 1985. Effective November 2004, Mr. Fuller was appointed as the Chief Executive Officer of U.S. Xpress. From August 2005 to August 2006, Mr. Fuller also served as President of Xpress Global Systems, Inc., a wholly owned subsidiary of U.S. Xpress. Prior to his appointment as Chief Executive Officer, Mr. Fuller served as a Vice President from the inception of U.S. Xpress in 1985. Mr. Fuller also is a director of SunTrust Bank, Chattanooga, N.A., Transplace.com, LLC, and Innovative Processing Solutions.
Anna Marie Quinn		Anna Marie Quinn is the general partner of Quinn Family Partners. Mrs. Quinn’s principal occupation involves civic and philanthropic commitments.
Lisa M. Pate		Lisa M. Pate is a partner of Quinn Family Partners. Ms. Pate has been employed by U.S. Xpress as Vice President and General Counsel since March 2002.
Patrick B. Quinn		Patrick B. Quinn is a partner of Quinn Family Partners. Mr. Quinn has been employed by U.S. Xpress as Vice President — Marketing Analysis and Sales Administration since March of 2002.

A-1


		Present Principal Occupation or Employment;
Name		Material Positions Held During the Past Five Years
Renee Anne Quinn		Renee Anne Quinn is a partner of Quinn Family Partners. Ms. Quinn’s principal occupation involves civic and philanthropic commitments.
Janice B. Fuller		Janice B. Fuller is the general partner of the Max Fuller Family Limited Partnership. Mrs. Fuller’s principal occupation involves civic and philanthropic commitments.
William E. Fuller		William E. Fuller is a partner of the Max Fuller Family Limited Partnership. Mr. Fuller has been employed by Xpress Direct, a subsidiary of U.S. Xpress, as Vice President and General Manager since December 2004.
Christopher Fuller		Christopher Fuller is a partner of the Max Fuller Family Limited Partnership. Mr. Fuller has been employed by Xpress Direct, a subsidiary of U.S. Xpress, as a full time customer service representative since January 2007.
Stephen C. Fuller		Stephen C. Fuller is a partner of the Max Fuller Family Limited Partnership. Mr. Fuller was Vice President General Manager of Xpress Direct and President of Xpress Global Systems, both subsidiaries of U.S. Xpress, from January 2004 until February 3, 2005, and February 3, 2005 until August 1, 2005, respectively.

A-2

SCHEDULE B

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

The following table sets forth (i) the current beneficial ownership of Class A Shares and Class B Shares by Purchaser, Holding Company, the Continuing Investors, directors and officers of Purchaser and Holding Company, the partners of Quinn Family Partners, and the partners of the Max Fuller Family Limited Partnership, (ii) transactions in Class A Shares by such persons during the past sixty (60) days, and (iii) purchases of Class A Shares by such persons during the past two (2) years. Beneficial ownership includes sole voting power and sole investment power with respect to such shares unless otherwise noted and subject to community property laws where applicable. In accordance with Rule 13d-3(d)(1) under the Exchange Act, the number of shares indicated as beneficially owned by a person includes Class A Shares underlying options and restricted stock awards that are currently exercisable or will be exercisable within 60 days following August 1, 2007. Elsewhere in this Offer to Purchase, unless specifically noted otherwise, references to stock ownership and related percentages include ownership of all vested and unvested restricted Class A Shares, but do not include any options to purchase Class A Shares.


																		Transactions
																		in Class A
																		Shares
																		During Past
																		Sixty Days
																		(excluding
																		ordinary
																		course		Purchases of
	Securities Ownership																	transactions		Class A
												Class A Shares and						under		Shares
	Class A Shares						Class B Shares					Class B Shares Combined						Company		During Past
Person	Number			Percent⁽¹⁾			Number		Percent⁽¹⁾			Number			Percent⁽¹⁾			Plans)		Two Years

New Mountain Lake Acquisition Company		—			—			—		—			—			—			—		—
New Mountain Lake Holdings, LLC		—			—			—		—			—			—			—		—
Patrick E. Quinn		1,823,847	⁽²⁾		14.5	%		1,520,131		50.0	%		3,343,978	⁽²⁾		21.4	%		—		70	⁽³⁾
Max L. Fuller		1,695,079	⁽⁴⁾		13.5	%		1,520,131		50.0	%		3,215,210	⁽⁴⁾		20.6	%		—		—
Quinn Family Partners		300,000			2.4	%		—		—			300,000			1.9	%		—		—
Max Fuller Family Limited Partnership		344,916			2.8	%		—		—			344,916			2.2	%		—		—
Anna Marie Quinn		300,000	⁽⁵⁾		2.4	%		—		—			300,000	⁽⁵⁾		1.9	%		—		—
Lisa M. Pate		9,676	⁽⁶⁾		*			—		—			9,676	⁽⁶⁾		*			—		—
Patrick B. Quinn		2,706	⁽⁷⁾		*			—		—			2,706	⁽⁷⁾		*			—		—
Renee Anne Quinn		—			*			—		—			—			*			—		—
Janice B. Fuller		344,916	⁽⁸⁾		2.8	%		—		—			344,916	⁽⁸⁾		2.2	%		—		—
William E. Fuller		6,247	⁽⁹⁾		*			—		—			6,247	⁽⁹⁾		*			—		—
Christopher Fuller		—			*			—		—			—			*			—		—
Stephen C. Fuller		10,259			*			—		—			10,259			*			—		—

All Persons Combined		3,547,814			28.0	%		3,040,262		100.0	%		6,588,076			41.9	%⁽¹⁰⁾


*		Less than 1%.

(1)		Based on 12,508,228 Class A Shares outstanding (including 378,130 restricted Class A Shares) and 3,040,262 Class B Shares outstanding, in each case as of August 1, 2007, as reported by U.S. Xpress to Purchaser, Holding Company, and the Continuing Investors. The Class A Shares and Class B Shares are substantially identical in all respects, with the exception that holders of Class A Shares are entitled to one vote per share, while holders of Class B Shares are entitled to two votes per share. Once the Class B

B-1


		Shares are no longer held by Mr. Quinn, Mr. Fuller, or certain members of their families, Class B Shares will be converted automatically into Class A Shares on a one-for-one basis. Class A Shares underlying stock options that are currently exercisable or will become exercisable within 60 days following August 1, 2007, are deemed to be outstanding for purposes of computing the percentage ownership of the person holding such options and the percentage ownership of “All Persons Combined,” but are not deemed outstanding for purposes of computing the percentage ownership of any other person.

(2)		Includes (a) 1,372,105 Class A Shares owned directly by Patrick E. Quinn, (b) 68,750 unvested restricted Class A Shares granted to Mr. Quinn as to which Mr. Quinn exercises voting power, (c) currently exercisable options to purchase 80,000 Class A Shares, (d) 2,992 Class A Shares held in Mr. Quinn’s 401(k) account (with the number of Class A Shares being equal to Mr. Quinn’s September 7, 2007 account balance divided by the closing price on September 7, 2007), and (e) 300,000 Class A Shares owned by Quinn Family Partners. Mr. Quinn’s spouse, Anna Marie Quinn, holds the sole power to vote and dispose of such shares as the managing partner of Quinn Family Partners.

(3)		On May 21, 2007, Patrick E. Quinn purchased 70 Class A Shares for the purpose of gifting at a price of $13.8116 per share.

(4)		Includes (a) 1,190,084 Class A Shares owned directly by Max L. Fuller, (b) 68,750 unvested restricted Class A Shares granted to Mr. Fuller as to which Mr. Fuller exercises voting power, (c) currently exercisable options to purchase 80,000 Class A Shares, (d) 11,329 Class A Shares held in Mr. Fuller’s 401(k) account (with the number of Class A Shares being equal to Mr. Fuller’s September 7, 2007 account balance divided by the closing price on September 7, 2007), and (e) 344,916 Class A Shares owned by the Max Fuller Family Limited Partnership. Mr. Fuller’s spouse, Janice B. Fuller, holds the sole power to vote and dispose of such shares as the general partner of the Max Fuller Family Limited Partnership.

(5)		Comprised of 300,000 Class A Shares owned by Quinn Family Partners.

(6)		Includes 4,007 unvested restricted Class A Shares granted to Ms. Pate as to which Ms. Pate exercises voting power, and currently exercisable options to purchase 5,000 Class A Shares.

(7)		Includes 2,278 unvested restricted Class A Shares granted to Mr. Quinn as to which Mr. Quinn exercises voting power.

(8)		Comprised of 344,916 Class A Shares owned by the Max Fuller Family Limited Partnership.

(9)		Includes 3,611 unvested restricted Class A Shares granted to Mr. Fuller as to which Mr. Fuller exercises voting power, and currently exercisable options to purchase 2,000 Class A Shares.


(10)		Based on the voting rights accorded to Class A Shares and Class B Shares as described above, the Class A Shares and Class B Shares beneficially owned by all persons combined represents approximately 51.3% of the aggregate voting power of all outstanding stock of U.S. Xpress.

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SCHEDULE C

NEVADA DISSENTER’S RIGHTS STATUTES

NRS 92A.300. Definitions. As used in NRS 92A.300 to 92A.500, inclusive, unless the context otherwise requires, the words and terms defined in NRS 92A.305 to 92A.335, inclusive, have the meanings ascribed to them in those sections.

NRS 92A.305. “Beneficial stockholder” defined. “Beneficial stockholder” means a person who is a beneficial owner of shares held in a voting trust or by a nominee as the stockholder of record.

NRS 92A.310. “Corporate action” defined. “Corporate action” means the action of a domestic corporation.

NRS 92A.315. “Dissenter” defined. “Dissenter” means a stockholder who is entitled to dissent from a domestic corporation’s action under NRS 92A.380 and who exercises that right when and in the manner required by NRS 92A.400 to 92A.480, inclusive.

NRS 92A.320. “Fair value” defined. “Fair value,” with respect to a dissenter’s shares, means the value of the shares immediately before the effectuation of the corporate action to which he objects, excluding any appreciation or depreciation in anticipation of the corporate action unless exclusion would be inequitable.

NRS 92A.325. “Stockholder” defined. “Stockholder” means a stockholder of record or a beneficial stockholder of a domestic corporation.

NRS 92A.330. “Stockholder of record” defined. “Stockholder of record” means the person in whose name shares are registered in the records of a domestic corporation or the beneficial owner of shares to the extent of the rights granted by a nominee’s certificate on file with the domestic corporation.

NRS 92A.335. “Subject corporation” defined. “Subject corporation” means the domestic corporation which is the issuer of the shares held by a dissenter before the corporate action creating the dissenter’s rights becomes effective or the surviving or acquiring entity of that issuer after the corporate action becomes effective.

NRS 92A.340. Computation of interest. Interest payable pursuant to NRS 92A.300 to 92A.500, inclusive, must be computed from the effective date of the action until the date of payment, at the average rate currently paid by the entity on its principal bank loans or, if it has no bank loans, at a rate that is fair and equitable under all of the circumstances.

NRS 92A.350. Rights of dissenting partner of domestic limited partnership. A partnership agreement of a domestic limited partnership or, unless otherwise provided in the partnership agreement, an agreement of merger or exchange, may provide that contractual rights with respect to the partnership interest of a dissenting general or limited partner of a domestic limited partnership are available for any class or group of partnership interests in connection with any merger or exchange in which the domestic limited partnership is a constituent entity.

NRS 92A.360. Rights of dissenting member of domestic limited-liability company. The articles of organization or operating agreement of a domestic limited-liability company or, unless otherwise provided in the articles of organization or operating agreement, an agreement of merger or exchange, may provide that contractual rights with respect to the interest of a dissenting member are available in connection with any merger or exchange in which the domestic limited-liability company is a constituent entity.

NRS 92A.370. Rights of dissenting member of domestic nonprofit corporation.

1. Except as otherwise provided in subsection 2, and unless otherwise provided in the articles or bylaws, any member of any constituent domestic nonprofit corporation who voted against the merger may, without prior notice, but within 30 days after the effective date of the merger, resign from membership and is thereby excused from all contractual obligations to the constituent or surviving corporations which did not occur before his resignation and is thereby entitled to those rights, if any, which would have existed if there had been no merger and the membership had been terminated or the member had been expelled.

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2. Unless otherwise provided in its articles of incorporation or bylaws, no member of a domestic nonprofit corporation, including, but not limited to, a cooperative corporation, which supplies services described in chapter 704 of NRS to its members only, and no person who is a member of a domestic nonprofit corporation as a condition of or by reason of the ownership of an interest in real property, may resign and dissent pursuant to subsection 1.

NRS 92A.380. Right of stockholder to dissent from certain corporate actions and to obtain payment for shares.

1. Except as otherwise provided in NRS 92A.370 and 92A.390, any stockholder is entitled to dissent from, and obtain payment of the fair value of his shares in the event of any of the following corporate actions:

(a) Consummation of a conversion or plan of merger to which the domestic corporation is a constituent entity:

(1) If approval by the stockholders is required for the conversion or merger by NRS 92A.120 to 92A.160, inclusive, or the articles of incorporation, regardless of whether the stockholder is entitled to vote on the conversion or plan of merger; or

(2) If the domestic corporation is a subsidiary and is merged with its parent pursuant to NRS 92A.180.

(b) Consummation of a plan of exchange to which the domestic corporation is a constituent entity as the corporation whose subject owner’s interests will be acquired, if his shares are to be acquired in the plan of exchange.

(c) Any corporate action taken pursuant to a vote of the stockholders to the extent that the articles of incorporation, bylaws or a resolution of the board of directors provides that voting or nonvoting stockholders are entitled to dissent and obtain payment for their shares.

(d) Any corporate action not described in paragraph (a), (b) or (c) that will result in the stockholder receiving money or scrip instead of fractional shares.

2. A stockholder who is entitled to dissent and obtain payment pursuant to NRS 92A.300 to 92A.500, inclusive, may not challenge the corporate action creating his entitlement unless the action is unlawful or fraudulent with respect to him or the domestic corporation.

NRS 92A.390. Limitations on right of dissent: Stockholders of certain classes or series; action of stockholders not required for plan of merger.

1. There is no right of dissent with respect to a plan of merger or exchange in favor of stockholders of any class or series which, at the record date fixed to determine the stockholders entitled to receive notice of and to vote at the meeting at which the plan of merger or exchange is to be acted on, were either listed on a national securities exchange, included in the national market system by the National Association of Securities Dealers, Inc., or held by at least 2,000 stockholders of record, unless:

(a) The articles of incorporation of the corporation issuing the shares provide otherwise; or

(b) The holders of the class or series are required under the plan of merger or exchange to accept for the shares anything except:

(1) Cash, owner’s interests or owner’s interests and cash in lieu of fractional owner’s interests of:

(I) The surviving or acquiring entity; or

(II) Any other entity which, at the effective date of the plan of merger or exchange, were either listed on a national securities exchange, included in the national market system by the National Association of Securities Dealers, Inc., or held of record by a least 2,000 holders of owner’s interests of record; or

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(2) A combination of cash and owner’s interests of the kind described in sub-subparagraphs (I) and (II) of subparagraph (1) of paragraph (b).

2. There is no right of dissent for any holders of stock of the surviving domestic corporation if the plan of merger does not require action of the stockholders of the surviving domestic corporation under NRS 92A.130.

NRS 92A.400. Limitations on right of dissent: Assertion as to portions only to shares registered to stockholder; assertion by beneficial stockholder.

1. A stockholder of record may assert dissenter’s rights as to fewer than all of the shares registered in his name only if he dissents with respect to all shares beneficially owned by any one person and notifies the subject corporation in writing of the name and address of each person on whose behalf he asserts dissenter’s rights. The rights of a partial dissenter under this subsection are determined as if the shares as to which he dissents and his other shares were registered in the names of different stockholders.

2. A beneficial stockholder may assert dissenter’s rights as to shares held on his behalf only if:

(a) He submits to the subject corporation the written consent of the stockholder of record to the dissent not later than the time the beneficial stockholder asserts dissenter’s rights; and

(b) He does so with respect to all shares of which he is the beneficial stockholder or over which he has power to direct the vote.

NRS 92A.410. Notification of stockholders regarding right of dissent.

1. If a proposed corporate action creating dissenters’ rights is submitted to a vote at a stockholders’ meeting, the notice of the meeting must state that stockholders are or may be entitled to assert dissenters’ rights under NRS 92A.300 to 92A.500, inclusive, and be accompanied by a copy of those sections.

2. If the corporate action creating dissenters’ rights is taken by written consent of the stockholders or without a vote of the stockholders, the domestic corporation shall notify in writing all stockholders entitled to assert dissenters’ rights that the action was taken and send them the dissenter’s notice described in NRS 92A.430.

NRS 92A.420. Prerequisites to demand for payment for shares.

1. If a proposed corporate action creating dissenters’ rights is submitted to a vote at a stockholders’ meeting, a stockholder who wishes to assert dissenter’s rights:

(a) Must deliver to the subject corporation, before the vote is taken, written notice of his intent to demand payment for his shares if the proposed action is effectuated; and

(b) Must not vote his shares in favor of the proposed action.

2. If a proposed corporate action creating dissenters’ rights is taken by written consent of the stockholders, a stockholder who wishes to assert dissenters’ rights must not consent to or approve the proposed corporate action.

3. A stockholder who does not satisfy the requirements of subsection 1 or 2 and NRS 92A.400 is not entitled to payment for his shares under this chapter.

NRS 92A.430. Dissenter’s notice: Delivery to stockholders entitled to assert rights; contents.

1. The subject corporation shall deliver a written dissenter’s notice to all stockholders entitled to assert dissenters’ rights.

2. The dissenter’s notice must be sent no later than 10 days after the effectuation of the corporate action, and must:

(a) State where the demand for payment must be sent and where and when certificates, if any, for shares must be deposited;

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(b) Inform the holders of shares not represented by certificates to what extent the transfer of the shares will be restricted after the demand for payment is received;

(c) Supply a form for demanding payment that includes the date of the first announcement to the news media or to the stockholders of the terms of the proposed action and requires that the person asserting dissenter’s rights certify whether or not he acquired beneficial ownership of the shares before that date;

(d) Set a date by which the subject corporation must receive the demand for payment, which may not be less than 30 nor more than 60 days after the date the notice is delivered; and

(e) Be accompanied by a copy of NRS 92A.300 to 92A.500, inclusive.

NRS 92A.440. Demand for payment and deposit of certificates; retention of rights of stockholder.

1. A stockholder to whom a dissenter’s notice is sent must:

(a) Demand payment;

(b) Certify whether he or the beneficial owner on whose behalf he is dissenting, as the case may be, acquired beneficial ownership of the shares before the date required to be set forth in the dissenter’s notice for this certification; and

2. The stockholder who demands payment and deposits his certificates, if any, before the proposed corporate action is taken retains all other rights of a stockholder until those rights are cancelled or modified by the taking of the proposed corporate action.

3. The stockholder who does not demand payment or deposit his certificates where required, each by the date set forth in the dissenter’s notice, is not entitled to payment for his shares under this chapter.

NRS 92A.450. Uncertificated shares: Authority to restrict transfer after demand for payment; retention of rights of stockholder.

1. The subject corporation may restrict the transfer of shares not represented by a certificate from the date the demand for their payment is received.

2. The person for whom dissenter’s rights are asserted as to shares not represented by a certificate retains all other rights of a stockholder until those rights are cancelled or modified by the taking of the proposed corporate action.

NRS 92A.460. Payment for shares: General requirements.

1. Except as otherwise provided in NRS 92A.470, within 30 days after receipt of a demand for payment, the subject corporation shall pay each dissenter who complied with NRS 92A.440 the amount the subject corporation estimates to be the fair value of his shares, plus accrued interest. The obligation of the subject corporation under this subsection may be enforced by the district court:

(a) Of the county where the corporation’s registered office is located; or

(b) At the election of any dissenter residing or having its registered office in this State, of the county where the dissenter resides or has its registered office. The court shall dispose of the complaint promptly.

2. The payment must be accompanied by:

(a) The subject corporation’s balance sheet as of the end of a fiscal year ending not more than 16 months before the date of payment, a statement of income for that year, a statement of changes in the stockholders’ equity for that year and the latest available interim financial statements, if any;

(b) A statement of the subject corporation’s estimate of the fair value of the shares;

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(d) A statement of the dissenter’s rights to demand payment under NRS 92A.480; and

(e) A copy of NRS 92A.300 to 92A.500, inclusive.

NRS 92A.470. Payment for shares: Shares acquired on or after date of dissenter’s notice.

1. A subject corporation may elect to withhold payment from a dissenter unless he was the beneficial owner of the shares before the date set forth in the dissenter’s notice as the date of the first announcement to the news media or to the stockholders of the terms of the proposed action.

2. To the extent the subject corporation elects to withhold payment, after taking the proposed action, it shall estimate the fair value of the shares, plus accrued interest, and shall offer to pay this amount to each dissenter who agrees to accept it in full satisfaction of his demand. The subject corporation shall send with its offer a statement of its estimate of the fair value of the shares, an explanation of how the interest was calculated, and a statement of the dissenters’ right to demand payment pursuant to NRS 92A.480.

NRS 92A.480. Dissenter’s estimate of fair value: Notification of subject corporation; demand for payment of estimate.

1. A dissenter may notify the subject corporation in writing of his own estimate of the fair value of his shares and the amount of interest due, and demand payment of his estimate, less any payment pursuant to NRS 92A.460, or reject the offer pursuant to NRS 92A.470 and demand payment of the fair value of his shares and interest due, if he believes that the amount paid pursuant to NRS 92A.460 or offered pursuant to NRS 92A.470 is less than the fair value of his shares or that the interest due is incorrectly calculated.

2. A dissenter waives his right to demand payment pursuant to this section unless he notifies the subject corporation of his demand in writing within 30 days after the subject corporation made or offered payment for his shares.

NRS 92A.490. Legal proceeding to determine fair value: Duties of subject corporation; powers of court; rights of dissenter.

1. If a demand for payment remains unsettled, the subject corporation shall commence a proceeding within 60 days after receiving the demand and petition the court to determine the fair value of the shares and accrued interest. If the subject corporation does not commence the proceeding within the 60-day period, it shall pay each dissenter whose demand remains unsettled the amount demanded.

2. A subject corporation shall commence the proceeding in the district court of the county where its registered office is located. If the subject corporation is a foreign entity without a resident agent in the State, it shall commence the proceeding in the county where the registered office of the domestic corporation merged with or whose shares were acquired by the foreign entity was located.

3. The subject corporation shall make all dissenters, whether or not residents of Nevada, whose demands remain unsettled, parties to the proceeding as in an action against their shares. All parties must be served with a copy of the petition. Nonresidents may be served by registered or certified mail or by publication as provided by law.

4. The jurisdiction of the court in which the proceeding is commenced under subsection 2 is plenary and exclusive. The court may appoint one or more persons as appraisers to receive evidence and recommend a decision on the question of fair value. The appraisers have the powers described in the order appointing them, or any amendment thereto. The dissenters are entitled to the same discovery rights as parties in other civil proceedings.

5. Each dissenter who is made a party to the proceeding is entitled to a judgment:

(a) For the amount, if any, by which the court finds the fair value of his shares, plus interest, exceeds the amount paid by the subject corporation; or

(b) For the fair value, plus accrued interest, of his after-acquired shares for which the subject corporation elected to withhold payment pursuant to NRS 92A.470.

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NRS 92A.500. Legal proceeding to determine fair value: Assessment of costs and fees.

1. The court in a proceeding to determine fair value shall determine all of the costs of the proceeding, including the reasonable compensation and expenses of any appraisers appointed by the court. The court shall assess the costs against the subject corporation, except that the court may assess costs against all or some of the dissenters, in amounts the court finds equitable, to the extent the court finds the dissenters acted arbitrarily, vexatiously or not in good faith in demanding payment.

2. The court may also assess the fees and expenses of the counsel and experts for the respective parties, in amounts the court finds equitable:

(a) Against the subject corporation and in favor of all dissenters if the court finds the subject corporation did not substantially comply with the requirements of NRS 92A.300 to 92A.500, inclusive; or

(b) Against either the subject corporation or a dissenter in favor of any other party, if the court finds that the party against whom the fees and expenses are assessed acted arbitrarily, vexatiously or not in good faith with respect to the rights provided by NRS 92A.300 to 92A.500, inclusive.

3. If the court finds that the services of counsel for any dissenter were of substantial benefit to other dissenters similarly situated, and that the fees for those services should not be assessed against the subject corporation, the court may award to those counsel reasonable fees to be paid out of the amounts awarded to the dissenters who were benefited.

4. In a proceeding commenced pursuant to NRS 92A.460, the court may assess the costs against the subject corporation, except that the court may assess costs against all or some of the dissenters who are parties to the proceeding, in amounts the court finds equitable, to the extent the court finds that such parties did not act in good faith in instituting the proceeding.

5. This section does not preclude any party in a proceeding commenced pursuant to NRS 92A.460 or 92A.490 from applying the provisions of N.R.C.P. 68 or NRS 17.115.

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Facsimile copies of the Letter of Transmittal, properly completed and duly executed, will be accepted. The Letter of Transmittal, Class A Share certificates, and any other required documents should be sent or delivered by each stockholder of U.S. Xpress or such stockholder’s broker, dealer, commercial bank, trust company or other nominee to the Depositary, at the applicable address set forth below:

The Depositary for the Offer is:

LaSalle Bank National Association


By Mail:	By Facsimile Transmission:	By Hand or Overnight Courier:

LaSalle Bank National Association	(201) 680-4626	LaSalle Bank National Association
Attn: Reorganization Dept.		Attn: Reorganization Dept.
P.O. Box 3344		480 Washington Boulevard
480 Washington Boulevard		Mail Drop-Reorg.
Jersey City, NJ 07310	To Confirm Facsimile	Jersey City, NJ 07310
	Transmissions:
	(For Eligible Institutions Only)

	(201) 680-4860

Any questions or requests for assistance or additional copies of this Offer to Purchase, the Letter of Transmittal, the Notice of Guaranteed Delivery and the other tender offer materials may be directed to the Information Agent at its address and telephone number set forth below. Stockholders may also contact their broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Offer.

The Information Agent for the Offer is:

MacKenzie Partners, Inc.
105 Madison Avenue
New York, New York 10016
(212) 929-5500 (call collect)
(800) 322-2885 (toll-free)
Email:tenderoffer@mackenziepartners.com

The Dealer Manager for the Offer is:

Stifel, Nicolaus & Company, Incorporated.
100 Light Street
Baltimore, MD 21202
(410) 454-5381 (direct dial)
(800) 424-8870 (toll-free)
(410) 454-4126 (facsimile)

EX-99.(A)(1)(II) 3 c18208bexv99wxayx1yxiiy.htm LETTER OF TRANSMITTAL exv99wxayx1yxiiy

EXHIBIT (a)(1)(ii)

Letter of Transmittal

To Tender Shares of Class A Common Stock

U.S. Xpress Enterprises, Inc.

Pursuant to the Offer to Purchase

dated September 12, 2007

New Mountain Lake Acquisition Company

The Offer and withdrawal rights will expire at 5:00 p.m., New York City time, on Thursday, October 11, 2007, unless the Offer is extended.

The Depositary for the Offer is:

LA SALLE BANK NATIONAL ASSOCIATION


By Mail:	By Facsimile Transmission:	By Hand or Overnight Courier:
LaSalle Bank National Association Attn: Reorganization Dept. P.O. Box 3344 480 Washington Boulevard Jersey City, NJ 07310	For Eligible Institutions Only: (201) 680-4626 To Confirm Facsimile Transmissions: (For Eligible Institutions Only) (201) 680-4860	LaSalle Bank National Association Attn: Reorganization Dept. 480 Washington Boulevard Mail Drop -- Reorg. Jersey City, NJ 07310

ALL QUESTIONS REGARDING THE OFFER SHOULD BE DIRECTED TO THE INFORMATION AGENT, MACKENZIE PARTNERS, INC., AT THE ADDRESS AND TELEPHONE NUMBERS AS SET FORTH ON THE BACK COVER PAGE OF THE OFFER TO PURCHASE.

DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE FOR THE DEPOSITARY WILL NOT CONSTITUTE A VALID DELIVERY.

THIS LETTER OF TRANSMITTAL AND THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL SHOULD BE READ CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.


DESCRIPTION OF CLASS A SHARES TENDERED
Name(s) and address(es) of Registered Holder(s)
(Please fill in, if blank, exactly as name(s) appear(s) on	Class A Shares Tendered
share certificate(s))	(Attach Additional Signed List if Necessary)
		Total Number of
	Certificate	Class A Shares Represented by	Number of Class A Shares
	Number(s)*	Certificate(s)*	Tendered**




	Total Class A Shares
* If Class A Shares are held through the Employee Stock Purchase Plan (the “ESPP”), the Class A Shares are held in book-entry form by the ESPP administrator. Please check one of the boxes below regarding your Class A Shares held through the ESPP.
o Yes. I wish to tender all of my Class A Shares held through the ESPP in response to the Offer.
o Yes. I wish to tender [ ] of my Class A Shares held through the ESPP in response to the Offer. (Please set forth the number of Class A Shares you wish to tender).
o No. I do not wish to tender any of my Class A Shares held through the ESPP in response to the Offer.
** Unless otherwise indicated, it will be assumed that all Class A Shares represented by any certificates delivered to the Depositary are being tendered. See Instruction 4.

This Letter of Transmittal is to be used if certificates are to be forwarded herewith or, unless an Agent’s Message (as defined in the Offer to Purchase) is utilized, if delivery of Class A Shares (as defined below) is to be made by book-entry transfer to the Depositary’s account at The Depository Trust Company (the “Book-Entry Transfer Facility”), pursuant to the procedures set forth in “The Tender Offer — Section 3. Procedures for Tendering Class A Shares” of the Offer to Purchase (as defined below).

Holders of outstanding shares of Class A Common Stock, par value $0.01 per share (the “Class A Shares”), of U.S. Xpress Enterprises, Inc., a Nevada corporation (“U.S. Xpress”), whose certificates for such Class A Shares are not immediately available or who cannot deliver such certificates and all other required documents to the Depositary on or prior to the expiration of the Offer, or who cannot complete the procedure for book-entry transfer on a timely basis, must tender their Class A Shares according to the guaranteed delivery procedure set forth in “The Tender Offer — Section 3. Procedures for Tendering Class A Shares” of the Offer to Purchase. See Instruction 2. Delivery of documents to the Book-Entry Transfer Facility does not constitute delivery to the Depositary.

NOTE: SIGNATURES MUST BE PROVIDED BELOW
PLEASE READ ACCOMPANYING INSTRUCTIONS CAREFULLY


o		CHECK HERE IF CLASS A SHARE CERTIFICATES HAVE BEEN MUTILATED, LOST, STOLEN OR DESTROYED, SEE INSTRUCTION 9

o		CHECK HERE IF TENDERED CLASS A SHARES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER TO THE DEPOSITARY’S ACCOUNT AT THE BOOK-ENTRY TRANSFER FACILITY AND COMPLETE THE FOLLOWING:

		Name of Tendering Institution

		Account Number

		Transaction Code Number

o		CHECK HERE IF TENDERED CLASS A SHARES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE DEPOSITARY AND COMPLETE THE FOLLOWING:

		Name(s) of Tendering Stockholder(s)

		Date of Execution of Notice of Guaranteed Delivery , 2007

		Name of Institution which Guaranteed Delivery

		If delivery is by book-entry transfer:

		Name of Tendering Institution

		Account Number

		Transaction Code Number

Ladies and Gentlemen:

The undersigned hereby tenders to New Mountain Lake Acquisition Company, a Nevada corporation (“Purchaser”) and a wholly owned subsidiary of New Mountain Lake Holdings, LLC, a Nevada limited liability company (“Holding Company”), the above described Class A Shares of U.S. Xpress, pursuant to Purchaser’s offer to purchase all outstanding Class A Shares, other than Class A Shares already owned by Purchaser, Holding Company, and the Continuing Investors (as defined in the Offer to Purchase, dated September 12, 2007, hereinafter the “Offer to Purchase”), at a price of $20.10 per share, net to the seller in cash (the “Offer Price”), without interest thereon and less any required withholding taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase, and in this related Letter of Transmittal (which, together with any amendments or supplements hereto or thereto, collectively constitute the “Offer”). The undersigned understands that Purchaser reserves the right to transfer or assign in whole or in part from time to time to one or more of its affiliates the right to purchase all or any portion of the Class A Shares tendered pursuant to the Offer, but any such transfer or assignment will not relieve Purchaser of its obligations under the Offer and will in no way prejudice the rights of tendering stockholders to receive payment for Class A Shares validly tendered and accepted for payment pursuant to the Offer. Receipt of the Offer is hereby acknowledged.

Upon the terms and subject to the conditions of the Offer (and if the Offer is extended or amended, the terms of any such extension or amendment) and subject to, and effective upon, acceptance for payment and payment for the Class A Shares tendered herewith in accordance with the terms of the Offer, the undersigned hereby sells, assigns, and transfers to, or upon the order of, Purchaser, all right, title, and interest in and to all the Class A Shares that are being tendered hereby (and any and all non-cash dividends, distributions, rights, other Class A Shares, or other securities issued or issuable in respect thereof on or after September 12, 2007 (collectively, “Distributions”)) and irrevocably constitutes and appoints the Depositary the true and lawful agent and attorney-in-fact of the undersigned with respect to such Class A Shares (and all Distributions), with full power of substitution (such power of attorney being deemed to be an irrevocable power coupled with an interest), to (i) deliver certificates for such Class A Shares (and any and all Distributions), or transfer ownership of such Class A Shares (and any and all Distributions) on the account books maintained by the Book-Entry Transfer Facility, together, in any such case, with all accompanying evidences of transfer and authenticity, to or upon the order of Purchaser, (ii) present such Class A Shares (and any and all Distributions) for transfer on the books of U.S. Xpress, and (iii) receive all benefits and otherwise exercise all rights of beneficial ownership of such Class A Shares (and any and all Distributions), all in accordance with the terms of the Offer.

By executing this Letter of Transmittal, the undersigned hereby irrevocably appoints designees of Purchaser, as such stockholder’s attorneys-in-fact and proxies of the undersigned, each with full power of substitution, (i) to vote at any annual or special meeting of the stockholders of U.S. Xpress or any adjournment or postponement thereof by written consent in lieu of any such meeting or otherwise in such manner as each such attorney-in-fact and proxy or his or her substitute shall in his or her sole discretion deem proper with respect to, (ii) to execute any written consent concerning any matter as each such attorney-in-fact and proxy or his or her substitute shall in his or her sole discretion deem proper with respect to, and (iii) to otherwise act as each such attorney-in-fact and proxy or his or her substitute shall in his or her sole discretion deem proper with respect to, all of the Class A Shares (and any and all Distributions) tendered hereby and accepted for payment by Purchaser. This appointment will be effective if and when, and only to the extent that, Purchaser accepts such Class A Shares for payment pursuant to the Offer. This power of attorney and proxy are irrevocable and are granted in consideration of the acceptance for payment of such Class A Shares in accordance with the terms of the Offer. Such acceptance for payment shall, without further action, revoke any prior powers of attorney and proxies granted by the undersigned at any time with respect to such Class A Shares (and any and all Distributions), and no subsequent powers of attorney, proxies, consents, or revocations may be given by the undersigned with respect thereto (and, if given, will not be deemed effective). Purchaser reserves the right to require that, in order for the Class A Shares to be deemed validly tendered, immediately upon Purchaser’s acceptance for payment of such Class A Shares, Purchaser must be able to exercise full voting, consent, and other rights with respect to such Class A Shares (and any and all Distributions).

The undersigned hereby represents and warrants that (i) the undersigned has full power and authority to tender, sell, assign, and transfer the Class A Shares tendered hereby and all Distributions and (ii) when the same are accepted for payment by Purchaser, Purchaser will acquire good, marketable, and unencumbered title thereto and to all Distributions, free and clear of all liens, restrictions, charges, and encumbrances and the same will not be subject to any adverse claims. The undersigned will, upon request, execute and deliver any additional documents deemed by the Depositary or Purchaser to be necessary or desirable to complete the sale, assignment, and transfer of the Class A Shares tendered hereby and all

Distributions. In addition, the undersigned shall remit and transfer promptly to the Depositary for the account of Purchaser all Distributions in respect of the Class A Shares tendered hereby, accompanied by appropriate documentation of transfer, and, pending such remittance and transfer or appropriate assurance thereof, Purchaser shall be entitled to all rights and privileges as owner of each such Distribution and may withhold the entire purchase price of the Class A Shares tendered hereby or deduct from such purchase price the amount or value of such Distribution as determined by Purchaser in its sole discretion.

All authority herein conferred or agreed to be conferred shall survive the death or incapacity of the undersigned, and any obligation of the undersigned hereunder shall be binding upon the heirs, executors, administrators, personal representatives, trustees in bankruptcy, successors, and assigns of the undersigned. This tender is irrevocable; provided that Class A Shares tendered pursuant to the Offer may be withdrawn at any time on or prior to the Expiration Date (as defined in the Offer to Purchase) and, unless theretofore accepted for payment as provided in the Offer to Purchase, may also be withdrawn at any time after November 11, 2007, subject to the withdrawal rights set forth in “The Tender Offer — Section 4. Rights of Withdrawal” of the Offer to Purchase.

The undersigned understands that the valid tender of the Class A Shares pursuant to any one of the procedures described in “The Tender Offer — Section 3. Procedures for Tendering Class A Shares” of the Offer to Purchase and in the Instructions hereto will constitute a binding agreement between the undersigned and Purchaser upon the terms and subject to the conditions of the Offer (and if the Offer is extended or amended, the terms or conditions of any such extension or amendment). Without limiting the foregoing, if the Offer Price is amended in accordance with the terms of the Offer to Purchase, the price to be paid to the undersigned will be the amended price notwithstanding the fact that a different price is stated in this Letter of Transmittal. The undersigned recognizes that under certain circumstances set forth in the Offer to Purchase, Purchaser may not be required to accept for payment any of the Class A Shares tendered hereby.

Unless otherwise indicated under “Special Payment Instructions”, please issue the check for the purchase price of all Class A Shares purchased and/or return any certificates for any Class A Shares not tendered or accepted for payment in the name(s) of the registered holder(s) appearing above under “Description of the Class A Shares Tendered.” Similarly, unless otherwise indicated under “Special Delivery Instructions,” please mail the check for the purchase price of all Class A Shares purchased and/or return any certificates for any Class A Shares not tendered or not accepted for payment (and any accompanying documents, as appropriate) to the address(es) of the registered holder(s) appearing above under “Description of the Class A Shares Tendered.” In the event that the boxes entitled “Special Payment Instructions” and “Special Delivery Instructions” are both completed, please issue the check for the purchase price of all Class A Shares purchased and/or return any certificates evidencing Class A Shares not tendered or not accepted for payment (and any accompanying documents, as appropriate) in the name(s) of, and deliver such check and/or return any such certificates (and any accompanying documents, as appropriate) to, the person(s) so indicated. Unless otherwise indicated herein in the box entitled “Special Payment Instructions”, please credit any Class A Shares tendered herewith by book-entry transfer that are not accepted for payment by crediting the account at the Book-Entry Transfer Facility designated above. The undersigned recognizes that Purchaser has no obligation pursuant to the “Special Payment Instructions” to transfer any Class A Shares from the name of the registered holder(s) thereof if Purchaser does not accept for payment any of the Class A Shares so tendered.

SPECIAL PAYMENT INSTRUCTIONS
(See Instructions 6, 7 and 8)

To be completed ONLY if the check for the purchase price of Class A Shares purchased (less the amount of any federal income and backup withholding tax required to be withheld) or certificates for Class A Shares not tendered or not purchased are to be issued in the name of someone other than the undersigned.

Issue: o Check o Certificate(s) to:


Name

(Please Print)


Address

(Zip Code)

(Taxpayer Identification Number)

SPECIAL DELIVERY INSTRUCTIONS
(See Instructions 6, 7 and 8)

To be completed ONLY if the check for the purchase price of Class A Shares purchased (less the amount of any federal income and backup withholding tax required to be withheld) or certificates for Class A Shares not tendered or not purchased are to be mailed to someone other than the undersigned or to the undersigned at an address other than that shown below the undersigned’s signature(s).

o Mail o Check o Certificate(s) to:


Name

(Please Print)


Address

(Zip Code)

SIGN HERE
(Please Complete Substitute Form W-9 Below)

Signature(s) of Stockholder(s)

Dated: , 2007


Name(s):

(Please Print)


Capacity (full title):


Address:

(Zip Code)


Area Code and Telephone Number:

(Must be signed by registered holder(s) exactly as name(s) appear(s) on stock certificate(s) or on a security position listing or by person(s) authorized to become registered holder(s) by certificates and documents transmitted herewith. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, agent, officer of a corporation, or other person acting in a fiduciary or representative capacity, please set forth full title and see Instruction 5.)

GUARANTEE OF SIGNATURE(S)
(If required; see Instructions 1 and 5)
(For use by Eligible Institutions only.
Place medallion guarantee in space below)


Name of Firm


Address

(Zip Code)


Authorized Signature


Name

(Please Print)


Area Code and Telephone Number

Dated , 2007

INSTRUCTIONS

Forming Part of the Terms and Conditions of the Offer

1. Guarantee of Signatures. Except as otherwise provided below, all signatures on this Letter of Transmittal must be guaranteed by a financial institution (including most banks, savings and loan associations, and brokerage houses) that is a member of a recognized Medallion Program approved by The Securities Transfer Association, Inc., including the Securities Transfer Agents Medallion Program (“STAMP”), the Stock Exchange Medallion Program (“SEMP”), and the New York Stock Exchange, Inc. Medallion Signature Program (“MSP”) or any other “eligible guarantor institution” (as such term is defined in Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended) (each an “Eligible Institution”). Signatures on this Letter of Transmittal need not be guaranteed (i) if this Letter of Transmittal is signed by the registered holder(s) of the Class A Shares (which term, for purposes of this document, shall include any participant in the Book-Entry Transfer Facility whose name appears on a security position listing as the owner of Class A Shares) tendered herewith and such holder(s) has not completed the box entitled “Special Payment Instructions” on this Letter of Transmittal, or (ii) if such Class A Shares are tendered for the account of an Eligible Institution. See Instruction 5.

2. Delivery of Letter of Transmittal and Shares. This Letter of Transmittal is to be used either if certificates are to be forwarded herewith or, unless an Agent’s Message is utilized, if delivery of Class A Shares is to be made by book-entry transfer pursuant to the procedures set forth in “The Tender Offer — Section 3. Procedures for Tendering Class A Shares” of the Offer to Purchase. Certificates for all physically delivered Class A Shares, or a confirmation of a book-entry transfer into the Depositary’s account at the Book-Entry Transfer Facility of all Class A Shares delivered electronically, as well as a properly completed and duly executed Letter of Transmittal (or facsimile thereof or, in the case of a book-entry transfer, an Agent’s Message) and any other documents required by this Letter of Transmittal, must be received by the Depositary at one of its addresses set forth on the front page of this Letter of Transmittal by the Expiration Date. Stockholders who cannot deliver their Class A Shares and all other required documents to the Depositary by the Expiration Date must tender their Class A Shares pursuant to the guaranteed delivery procedure set forth in “The Tender Offer — Section 3. Procedures for Tendering Class A Shares” of the Offer to Purchase. Pursuant to such procedure: (i) such tender must be made by or through an Eligible Institution, (ii) a properly completed and duly executed Notice of Guaranteed Delivery substantially in the form provided by Purchaser must be received by the Depositary by the Expiration Date, and (iii) the certificates for all physically delivered Class A Shares, or a confirmation of a book-entry transfer into the Depositary’s account at the Book-Entry Transfer Facility of all Class A Shares delivered electronically, as well as a properly completed and duly executed Letter of Transmittal (or facsimile thereof or, in the case of a book-entry delivery, an Agent’s Message) and any other documents required by this Letter of Transmittal, must be received by the Depositary within three NASDAQ Global Select Market trading days after the date of execution of such Notice of Guaranteed Delivery, all as provided in “The Tender Offer — Section 3. Procedures for Tendering Class A Shares” of the Offer to Purchase.

The method of delivery of Class A Shares and all other required documents, including through the Book-Entry Transfer Facility, is at the option and risk of the tendering stockholder, and delivery will be deemed made only when actually received by the Depositary. If certificates for Class A Shares are sent by mail, we recommend registered mail with return receipt requested, properly insured, in time to be received on or prior to the Expiration Date.

No alternative, conditional, or contingent tenders will be accepted, and no fractional Class A Shares will be purchased. By executing this Letter of Transmittal (or facsimile thereof), the tendering stockholder waives any right to receive any notice of the acceptance for payment of the Class A Shares.

3. Inadequate Space. If the space provided herein is inadequate, the certificate numbers and/or the number of Class A Shares should be listed on a separate schedule attached hereto.

4. Partial Tenders (not applicable to stockholders who tender by book-entry transfer). If fewer than all the Class A Shares represented by any certificate delivered to the Depositary are to be tendered, fill in the number of Class A Shares which are to be tendered in the box entitled “Number of Class A Shares Tendered”. In such case, a new certificate for the remainder of the Class A Shares represented by the old certificate will be issued and sent to the person(s) signing this Letter of Transmittal, unless otherwise provided in the boxes entitled “Special Payment

Instructions” or “Special Delivery Instructions”, as the case may be, on this Letter of Transmittal, as promptly as practicable following the expiration or termination of the Offer. All Class A Shares represented by certificates delivered to the Depositary will be deemed to have been tendered unless otherwise indicated.

5. Signatures on Letter of Transmittal, Stock Powers, and Endorsements. If this Letter of Transmittal is signed by the registered holder(s) of the Class A Shares tendered hereby, the signature(s) must correspond with the name(s) as written on the face of the certificates without alteration, enlargement, or any change whatsoever.

If any of the Class A Shares tendered hereby is held of record by two or more persons, all such persons must sign this Letter of Transmittal.

If any of the Class A Shares tendered hereby are registered in different names on different certificates, it will be necessary to complete, sign, and submit as many separate Letters of Transmittal as there are different registrations of certificates.

If this Letter of Transmittal is signed by the registered holder(s) of the Class A Shares tendered hereby, no endorsements of certificates or separate stock powers are required unless payment of the purchase price is to be made, or Class A Shares not tendered or not purchased are to be returned, in the name of any person other than the registered holder(s). Signatures on any such certificates or stock powers must be guaranteed by an Eligible Institution.

If this Letter of Transmittal is signed by a person other than the registered holder(s) of the Class A Shares tendered hereby, certificates must be endorsed or accompanied by appropriate stock powers, in either case, signed exactly as the name(s) of the registered holder(s) appear(s) on the certificates for such Class A Shares. Signature(s) on any such certificates or stock powers must be guaranteed by an Eligible Institution.

If this Letter of Transmittal or any certificate or stock power is signed by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation, or other person acting in a fiduciary or representative capacity, such person should so indicate when signing, and proper evidence satisfactory to Purchaser of the authority of such person so to act must be submitted.

6. Stock Transfer Taxes. Purchaser will pay any stock transfer taxes with respect to the sale and transfer of any Class A Shares to it or its order pursuant to the Offer. If, however, payment of the purchase price is to be made to, or Class A Shares not tendered or not purchased are to be returned in the name of, any person other than the registered holder(s), or if a transfer tax is imposed for any reason other than the sale or transfer of Class A Shares to Purchaser pursuant to the Offer, then the amount of any stock transfer taxes (whether imposed on the registered holder(s), such other person or otherwise) will be deducted from the purchase price unless satisfactory evidence of the payment of such taxes, or exemption therefrom, is submitted herewith.

7. Special Payment and Delivery Instructions. If the check for the purchase price of any Class A Shares purchased is to be issued, or any Class A Shares not tendered or not purchased are to be returned, in the name of a person other than the person(s) signing this Letter of Transmittal or if the check or any certificates for Class A Shares not tendered or not purchased are to be mailed to someone other than the person(s) signing this Letter of Transmittal or to the person(s) signing this Letter of Transmittal at an address other than that shown above, the appropriate boxes on this Letter of Transmittal should be completed. Stockholders tendering Class A Shares by book-entry transfer may request that Class A Shares not purchased be credited to such account at the Book-Entry Transfer Facility as such stockholder may designate under “Special Payment Instructions”. If no such instructions are given, any such Class A Shares not purchased will be returned by crediting the account at the Book-Entry Transfer Facility designated above.

8. Substitute Form W-9. Under the U.S. federal income tax laws, the Depositary will be required to withhold twenty-eight percent (28%) of the amount of any payments made to certain stockholders pursuant to the Offer. In order to avoid such backup withholding, each tendering stockholder, and, if applicable, each other payee, must provide the Depositary with such stockholder’s or payee’s correct taxpayer identification number and certify that such stockholder or payee is not subject to such backup withholding by completing the Substitute Form W-9 set forth above. In general, if a stockholder or payee is an individual, the taxpayer identification number is the social security number of such individual. If the Depositary is not provided with the correct taxpayer identification number,

the stockholder or payee may be subject to a $50 penalty imposed by the Internal Revenue Service. Certain stockholders or payees (including, among others, all corporations and certain foreign individuals) are not subject to these backup withholding and reporting requirements. In order to satisfy the Depositary that a foreign individual qualifies as an exempt recipient, such stockholder or payee must submit a Form W-8BEN Certificate of Foreign Status to the Depositary. Such certificates can be obtained from the Depositary. For further information concerning backup withholding and instructions for completing the Substitute Form W-9 (including how to obtain a taxpayer identification number if you do not have one and how to complete the Substitute Form W-9 if Class A Shares are held in more than one name), consult the enclosed Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.

Failure to complete the Substitute Form W-9 will not, by itself, cause Class A Shares to be deemed invalidly tendered, but may require the Depositary to withhold twenty-eight percent (28%) of the amount of any payments made pursuant to the Offer. Backup withholding is not an additional federal income tax. Rather, the federal income tax liability of a person subject to backup withholding will be reduced by the amount of tax withheld. If withholding results in an overpayment of taxes, a refund may be obtained provided that the required information is furnished to the Internal Revenue Service. Failure to complete and return the Substitute Form W-9 may result in backup withholding of 28% of any payments made to you pursuant to the Offer. Please review the enclosed Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 for additional details.

9. Mutilated, Lost, Stolen, or Destroyed Certificates. If the certificate(s) representing Class A Shares to be tendered have been mutilated, lost, stolen, or destroyed, stockholders should (i) complete this Letter of Transmittal and check the appropriate box above and (ii) contact U.S. Xpress’s transfer agent, LaSalle Bank National Association immediately by calling (866) 241-9993. U.S. Xpress’s transfer agent will provide such holder with all necessary forms and instructions to replace any such mutilated, lost, stolen, or destroyed certificates. The stockholder may be required to give Purchaser a bond as indemnity against any claim that may be made against it with respect to the certificate(s) alleged to have been mutilated, lost, stolen, or destroyed.

10. Requests for Assistance or Additional Copies. Requests for assistance or additional copies of the Offer to Purchase and this Letter of Transmittal may be obtained from the Information Agent at the address or telephone numbers set forth below.


SUBSTITUTE Form W-9 Department of the Treasury Internal Revenue Service Payer’s Request for Taxpayer Identification Number	Part 1 — TAXPAYER IDENTIFICATION NO. — FOR ALL ACCOUNTS	Social Security Number(s) OR Employer Identification Number(s)
	Part 2 — For Payees Exempt From Backup Withholding (see enclosed Guidelines)
	Enter your taxpayer identification number in the appropriate box. For most individuals and sole proprietors, this is your social security number. For other entities, it is your employer identification number. If you do not have a number, see “How to Obtain a TIN” in the enclosed Guidelines.
	Note: If the account is in more than one name, see the chart in the enclosed Guidelines to determine what number to enter.
	Part 3 Certification — Under penalties of perjury, I certify that:
	(1) The number shown on this form is my correct taxpayer identification number or I am waiting for a number to be issued to me;
	(2) I am not subject to backup withholding either because (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (“IRS”) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding; and
	(3) I am a U.S. person (including a U.S. resident alien).

	Certification Instructions — You must cross out item (2) above if you have been notified by the IRS that you are subject to backup withholding because you have failed to report all interest and dividends on your tax return. For real estate transactions, item (2) does not apply. For mortgage interest paid, acquisition or abandonment of secured property, cancellation of debt, contributions to an individual retirement arrangement (“IRA”), and generally, payments other than interest and dividends, you are not required to sign the Certification, but you must provide your correct TIN.

	Signature:	Date: , 2007

	Name (Please Print):

	Address (Please Print):


NOTE:	FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING TAX BEING WITHHELD ON ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFER. PLEASE REVIEW ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.

Questions and requests for assistance may be directed to the Information Agent or the Dealer Manager at their respective telephone numbers and locations listed below. Requests for additional copies of the Offer to Purchase, the Letter of Transmittal, the Notice of Guaranteed Delivery, and other tender offer materials may be directed to the Information Agent at its telephone number and location listed below, and will be furnished promptly at Purchaser’s expense. You may also contact your broker, dealer, commercial bank, trust company, or other nominee for assistance concerning the Offer.

The Information Agent for the Offer is:

MacKenzie Partners, Inc.

105 Madison Avenue
New York, New York 10016

(212) 929-5500 (call collect)
(800) 322-2885 (toll-free)
Email:tenderoffer@mackenziepartners.com

The Dealer Manager for the Offer is:

Stifel, Nicolaus & Company, Incorporated.
100 Light Street
Baltimore, MD 21202
(410) 454-5381 (direct dial)
(800) 424-8870 (toll-free)
(410) 454-4126 (facsimile)

EX-99.(A)(1)(III) 4 c18208bexv99wxayx1yxiiiy.htm NOTICE OF GUARANTEED DELIVERY exv99wxayx1yxiiiy

EXHIBIT (a)(1)(iii)

THIS DOCUMENT IS IMPORTANT AND REQUIRES
YOUR IMMEDIATE ATTENTION.

IF YOU ARE IN ANY DOUBT AS TO THE ACTION TO BE TAKEN, YOU SHOULD SEEK YOUR OWN FINANCIAL ADVICE IMMEDIATELY FROM YOUR OWN APPROPRIATELY AUTHORIZED INDEPENDENT FINANCIAL ADVISOR. IF YOU HAVE SOLD OR TRANSFERRED ALL OF YOUR REGISTERED HOLDINGS OF CLASS A SHARES (AS DEFINED BELOW), PLEASE FORWARD THIS DOCUMENT AND ALL ACCOMPANYING DOCUMENTS TO THE STOCKBROKER, BANK, OR OTHER AGENT THROUGH WHOM THE SALE OR TRANSFER WAS EFFECTED FOR TRANSMISSION TO NEW MOUNTAIN LAKE ACQUISITION COMPANY (“PURCHASER”) OR THE TRANSFEREE.

Notice of Guaranteed Delivery

for

Tender of Shares of Class A Common Stock

U.S. Xpress Enterprises, Inc.

New Mountain Lake Acquisition Company

The Offer and withdrawal rights will expire at 5:00 p.m., New York City time, on October 11, 2007, unless the Offer is extended.

As set forth under “The Tender Offer — Section 3. Procedures for Tendering Class A Shares” in the Offer to Purchase (as defined below), this form (or a facsimile hereof) must be used to accept the Offer (as defined below) if (i) certificates representing shares of Class A Common Stock, par value $0.01 per share (“Class A Shares”), of U.S. Xpress Enterprises, Inc., a Nevada corporation (“U.S. Xpress”), are not immediately available, or (ii) the procedure for book-entry transfer cannot be completed on a timely basis, or (iii) time will not permit certificates representing Class A Shares and any other required documents to reach LaSalle Bank National Association (the “Depositary ”) prior to 5:00 p.m., New York City time, on October 11, 2007 (the “Expiration Date”). This Notice of Guaranteed Delivery may be delivered by hand to the Depositary, or transmitted by telegram, facsimile transmission, or mail to the Depositary and must include a signature guarantee by a financial institution that is a participant in the Security Transfer Agents Medallion Program, the New York Stock Exchange Medallion Signature Guarantee Program, or the Stock Exchange Medallion Program or by any other “Eligible Guarantor Institution”, as such term is defined in Rule 17Ad-15 under the Exchange Act (each, an “Eligible Institution”) in the form set forth herein. See the guaranteed delivery procedures described under “The Tender Offer — Section 3. Procedures for Tendering Class A Shares” in the Offer to Purchase.

The Depositary for the Offer is:

LA SALLE BANK NATIONAL ASSOCIATION


By Mail:	By Facsimile Transmission:	By Hand or Overnight Courier:

LaSalle Bank National Association Attn: Reorganization Dept. P.O. Box 3344 480 Washington Boulevard Jersey City, NJ 07310	For Eligible Institutions Only: (201) 680-4626 To Confirm Facsimile Transmissions: (For Eligible Institutions Only) (201) 680-4860	LaSalle Bank National Association Attn: Reorganization Dept. 480 Washington Boulevard Mail Drop — Reorg. Jersey City, NJ 07310

DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR TRANSMISSION OF INSTRUCTIONS VIA A FACSIMILE NUMBER OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.

THIS FORM IS NOT TO BE USED TO GUARANTEE SIGNATURES. IF A SIGNATURE ON A LETTER OF TRANSMITTAL IS REQUIRED TO BE GUARANTEED BY AN “ELIGIBLE INSTITUTION” UNDER THE INSTRUCTIONS THERETO, SUCH SIGNATURE GUARANTEE MUST APPEAR IN THE APPLICABLE SPACE PROVIDED IN THE SIGNATURE BOX ON THE LETTER OF TRANSMITTAL.

Ladies and Gentlemen:

The undersigned hereby tenders to New Mountain Lake Acquisition Company, a Nevada corporation (“Purchaser”) and a wholly owned subsidiary of New Mountain Lake Holdings, LLC, a Nevada limited liability company (“Holding Company”), upon the terms and subject to the conditions set forth in the Offer to Purchase, dated September 12, 2007 (the “Offer to Purchase”) and the related Letter of Transmittal (which, together with any amendments or supplements thereto, collectively constitute the “Offer”), receipt of which is hereby acknowledged, the number of Class A Shares set forth below pursuant to the guaranteed delivery procedures set forth in “The Tender Offer — Section 3. Procedures for Tendering Class A Shares” in the Offer to Purchase.


Signature(s):


Name(s) of Record Holder(s):


Please Print or Type Number of Class A Shares:


Certificate Number(s) (If Available):

Dated: , 2007


Address(es):

Include Zip Code


Area Code and Telephone Number(s):


Taxpayer Identification or Social Security Number:

Check Box if Class A Shares will be Tendered by Book-Entry Transfer:


Account Number:

THE GUARANTEE SET FORTH BELOW MUST BE COMPLETED

GUARANTEE
(NOT TO BE USED FOR SIGNATURE GUARANTEE)

The undersigned, a participant in the Security Transfer Agents Medallion Program, the New York Stock Exchange Medallion Signature Guarantee Program, the Stock Exchange Medallion Program or an “Eligible Guarantor Institution” as such term is defined in Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended, hereby guarantees to deliver to the Depositary either certificates representing the Class A Shares tendered hereby, in proper form for transfer, or confirmation of book-entry transfer of such Class A Shares into the Depositary’s accounts at The Depository Trust Company, in each case with delivery of a properly completed and duly executed Letter of Transmittal (or a manually signed facsimile thereof), with any required signature guarantees, or an Agent’s Message (as defined in the Offer to Purchase), and any other required documents, within three (3) business days after the date hereof.

Name of Firm

Address

Zip Code

Area Code and Telephone Number:

Authorized Signature


Name:

Please Print or Type


Title:

Date: , 2007

NOTE: DO NOT SEND CERTIFICATES FOR CLASS A SHARES WITH THIS NOTICE. CERTIFICATES SHOULD BE SENT ONLY WITH YOUR LETTER OF TRANSMITTAL.

EX-99.(A)(1)(IV) 5 c18208bexv99wxayx1yxivy.htm LETTER FROM THE DEALER MANAGER TO BROKERS, DEALERS, COMMERCIAL BANKS, TRUST COMPANIES AND OTHER NOMINEES exv99wxayx1yxivy

EXHIBIT (a)(1)(iv)

Offer to Purchase for Cash
All Outstanding Shares of Class A Common Stock
of
U.S. Xpress Enterprises, Inc.
at
$20.10 Net Per Share
by
New Mountain Lake Acquisition Company

The Offer and withdrawal rights will expire at 5:00 p.m., New York City time, on October 11, 2007, unless the Offer is extended.

To Brokers, Dealers, Commercial Banks, Trust Companies, and Other Nominees:

We have been appointed by New Mountain Lake Acquisition Company, a Nevada corporation (“Purchaser”) and a wholly owned subsidiary of New Mountain Lake Holdings, LLC, a Nevada limited liability company (“Holding Company”), to act as Dealer Manager in connection with Purchaser’s offer to purchase all outstanding shares of Class A Common Stock, par value $0.01 per share (“Class A Shares”), of U.S. Xpress Enterprises, Inc., a Nevada corporation (“U.S. Xpress”), other than Class A Shares already owned by Purchaser, Holding Company, and the Continuing Investors (as defined in the Offer to Purchase), at $20.10 per Class A Share, net to the seller in cash, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated September 12, 2007 (the “Offer to Purchase”), and in the related Letter of Transmittal (which, together with any amendments or supplements thereto, collectively constitute the “Offer”). Please furnish copies of the enclosed materials to those of your clients for whose accounts you hold Class A Shares registered in your name or in the name of your nominee.

For your information and for forwarding to your clients for whom you hold Class A Shares registered in your name or in the name of your nominee, we are enclosing the following documents:

1. The Offer to Purchase, dated September 12, 2007.

2. The Letter of Transmittal to tender Class A Shares for your use and for the information of your clients. Facsimile copies of the Letter of Transmittal may be used to tender Class A Shares.

3. The Notice of Guaranteed Delivery for Class A Shares to be used to accept the Offer if the procedures for tendering Class A Shares set forth in “The Tender Offer — Section 3. Procedures for Tendering Class A Shares” in the Offer to Purchase cannot be completed prior to 5:00 p.m., New York City time, on October 11, 2007 (the “Expiration Date”).

4. A printed form of letter, which may be sent to your clients for whose accounts you hold Class A Shares registered in your name or in the name of your nominee, with space provided for obtaining such clients’ instructions with regard to the Offer.

5. Guidelines of the Internal Revenue Service for Certification of Taxpayer Identification Number on Substitute Form W-9.

6. A return envelope addressed to the Depositary (as defined below).

WE URGE YOU TO CONTACT YOUR CLIENTS AS PROMPTLY AS POSSIBLE. PLEASE NOTE THAT THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON OCTOBER 11, 2007, WHICH DATE MAY BE EXTENDED.

Please also note the following:

1. The tender price is $20.10 per Class A Share, net to the seller in cash without interest.

2. The Offer is being made for all outstanding Class A Shares not owned by Purchaser, Holding Company, Patrick E. Quinn, Max L. Fuller, Quinn Family Partners, and the Max Fuller Family Limited Partnership.

3. THE OFFER IS BEING MADE WITHOUT THE PRIOR APPROVAL OF THE U.S. XPRESS BOARD OF DIRECTORS.

4. THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON OCTOBER 11, 2007, WHICH DATE MAY BE EXTENDED.

5. The Offer is conditioned upon, among other things, (i) there being validly tendered and not withdrawn a number of Class A Shares that, excluding the Class A Shares beneficially owned by Purchaser, Holding Company, the Continuing Investors (as defined in the Offer to Purchase), and the directors and executive officers of U.S. Xpress, will constitute at least a majority of the remaining outstanding Class A Shares as of the date the Class A Shares are accepted for payment pursuant to the Offer (the “Majority of Unaffiliated Shares Condition”); (ii) there being validly tendered and not withdrawn a number of Class A Shares that, when aggregated with the Class A Shares and Class B Shares to be contributed by the Continuing Investors to Purchaser, will represent ninety percent (90%) of the issued and outstanding Class A Shares and Class B Shares combined, on a fully diluted basis, as of the date the Class A Shares are accepted for payment pursuant to the Offer (the “90% Condition”); (iii) Purchaser’s receipt of proceeds under its financing commitment from SunTrust Bank and SunTrust Robinson Humphrey, Inc. (the “Funding Condition”); (iv) the taking of all necessary action by the U.S. Xpress board of directors to render inapplicable all relevant anti-takeover statutes, including Section 78.378, et seq. of the Nevada Revised Statutes, and the continuing effectiveness of such action (the “Anti-Takeover Condition”); and (v) the expiration or termination of all applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), and the regulations thereunder (the “Antitrust Condition”). The Offer also is conditioned upon certain other conditions described in “The Tender Offer — Section 11. Conditions to the Offer”. Any of the conditions to the Offer, other than the Majority of Unaffiliated Shares Condition and the Antitrust Condition, may be waived by Purchaser. Purchaser, however, will not waive the 90% Condition without the prior consent of the special committee of U.S. Xpress’s board of directors. The Majority of Unaffiliated Shares Condition and the Antitrust Condition are not waivable.

6. Tendering holders of Class A Shares (“Holders”) whose Class A Shares are registered in their own name and who tender directly to LaSalle Bank National Association, as depositary (the “Depositary”), will not be obligated to pay brokerage fees or commissions or, except as set forth in Instruction 6 of the Letter of Transmittal, transfer taxes on the purchase of Class A Shares by Purchaser pursuant to the Offer. However, federal income tax backup withholding at a rate of twenty-eight percent (28%) may be required, unless an exemption is available or unless the required tax identification information is provided. See Instruction 8 of the Letter of Transmittal.

7. Notwithstanding any other provision of the Offer, payment for Class A Shares accepted for payment pursuant to the Offer will in all cases be made only after timely receipt by the Depositary of (a) certificates evidencing such Class A Shares (or a confirmation of a book-entry transfer of such Class A Shares (a “Book-Entry Confirmation”) with respect to such Class A Shares) into the Depositary’s account at The Depository Trust Company, (b) a Letter of Transmittal (or facsimile thereof), properly completed and duly executed, with any required signature guarantees (or, in the case of a book-entry transfer, an Agent’s Message (as defined in the Offer to Purchase) in lieu of the Letter of Transmittal) and (c) any other documents required by the Letter of Transmittal. Accordingly, tendering Holders may be paid at different times depending upon when certificates for Class A Shares or Book-Entry Confirmations with respect to Class A Shares are actually received by the Depositary. UNDER NO CIRCUMSTANCES WILL INTEREST ON THE PURCHASE PRICE OF TENDERED CLASS A SHARES BE PAID BY PURCHASER, REGARDLESS OF ANY EXTENSION OF THE OFFER OR ANY DELAY IN MAKING SUCH PAYMENT.

In order to take advantage of the Offer, Certificates for all tendered Class A Shares in proper form for transfer (or a Book-Entry Confirmation with respect to all such shares), together with a properly completed and duly executed Letter of Transmittal (or facsimile thereof), with any required signature guarantees (or, in the case of a book-entry transfer, an Agent’s Message in lieu of the Letter of Transmittal), and any other required documents must be received by the Depositary, all in accordance with the instructions set forth in the Letter of Transmittal and the Offer to Purchase.

Any Holder who desires to tender Class A Shares and whose certificates for Class A Shares are not immediately available, or who cannot comply with the procedures for book-entry transfer on a timely basis, or who cannot deliver all required documents to the Depositary prior to the Expiration Date, may tender such Class A Shares by following the procedures for guaranteed delivery set forth in “The Tender Offer — Section 3. Procedures for Tendering Class A Shares” of the Offer to Purchase.

Purchaser will not pay any fees or commissions to any broker, dealer, or other person for soliciting tenders of Class A Shares pursuant to the Offer (other than the Dealer Manager, the Depositary and the Information Agent as described in the Offer to Purchase). Purchaser will, however, upon request, reimburse you for customary mailing and handling expenses incurred by you in forwarding any of the enclosed materials to your clients. Purchaser will pay or cause to be paid any transfer taxes with respect to the transfer and sale of purchased Class A Shares to it or its order pursuant to the Offer, except as otherwise provided in Instruction 6 of the Letter of Transmittal.

Any inquiries you may have with respect to the Offer should be addressed to Stifel, Nicolaus & Company, Incorporated, the Dealer Manager for the Offer, at 100 Light Street, Baltimore, Maryland 21202, telephone number (410) 454-5381 (direct dial), (800) 424-8870 (toll-free) or facsimile (410) 454-4126, or to MacKenzie Partners, Inc., the Information Agent for the Offer, at 105 Madison Avenue, New York, New York 10016, telephone number (212) 929-5500 (call collect) or (800) 322-2885 (toll-free). Requests for additional copies of the enclosed materials may also be directed to the Dealer Manager or to the Information Agent at the above addresses and telephone numbers.

Very truly yours,
Stifel, Nicolaus & Company, Incorporated.

NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL RENDER YOU THE AGENT OF PURCHASER, THE DEALER MANAGER, THE INFORMATION AGENT, THE DEPOSITARY, OR ANY AFFILIATE OF ANY OF THE FOREGOING, OR AUTHORIZE YOU OR ANY OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENT ON BEHALF OF ANY OF THEM IN CONNECTION WITH THE OFFER OTHER THAN THE DOCUMENTS ENCLOSED HEREWITH AND THE STATEMENTS CONTAINED THEREIN.

EX-99.(A)(1)(V) 6 c18208bexv99wxayx1yxvy.htm FORM OF LETTER TO CLIENTS exv99wxayx1yxvy

EXHIBIT (a)(1)(v)

Offer to Purchase for Cash
All Outstanding Shares of Class A Common Stock
of
U.S. Xpress Enterprises, Inc.
at
$20.10 Net Per Share
by
New Mountain Lake Acquisition Company

The Offer and withdrawal rights will expire at 5:00 p.m., New York City time, on October 11, 2007, unless the Offer is extended.

September 12, 2007

To Our Clients:

Enclosed for your consideration are the Offer to Purchase, dated September 12, 2007 (the “Offer to Purchase”) and the related Letter of Transmittal (which, together with any amendments or supplements thereto, collectively constitute the “Offer”) in connection with the offer by New Mountain Lake Acquisition Company, a Nevada corporation (“Purchaser”) and a wholly owned subsidiary of New Mountain Lake Holdings, LLC, a Nevada limited liability company (“Holding Company”), to purchase all outstanding shares of Class A Common Stock, par value $0.01 per share (“Class A Shares”), of U.S. Xpress Enterprises, Inc., a Nevada corporation (“U.S. Xpress”), other than Class A Shares already owned by Purchaser, Holding Company, and the Continuing Investors (as defined in the Offer to Purchase), at $20.10 per Class A Share, net to the seller in cash (the “Offer Price”), without interest thereon and less any required withholding taxes, upon the terms and subject to the conditions set forth in the Offer.

WE ARE (OR OUR NOMINEE IS) THE HOLDER OF RECORD OF CLASS A SHARES HELD FOR YOUR ACCOUNT. A TENDER OF SUCH CLASS A SHARES CAN BE MADE ONLY BY US AS THE HOLDER OF RECORD AND PURSUANT TO YOUR INSTRUCTIONS. THE ENCLOSED LETTER OF TRANSMITTAL IS FURNISHED TO YOU FOR YOUR INFORMATION ONLY AND CANNOT BE USED BY YOU TO TENDER THE CLASS A SHARES HELD BY US FOR YOUR ACCOUNT.

Accordingly, we request instructions as to whether you wish us to tender on your behalf any or all of Class A Shares held by us for your account, upon the terms and subject to the conditions set forth in the Offer to Purchase. Your attention is directed to the following:

1. The tender price is $20.10 per Class A Share, net to the seller in cash, without interest thereon and less any required withholding taxes, upon the terms and conditions set forth in the Offer.

2. The Offer is being made for all outstanding Class A Shares not owned by Purchaser, Holding Company, and the Continuing Investors.

3. THE OFFER IS BEING MADE WITHOUT THE PRIOR APPROVAL OF THE U.S. XPRESS BOARD OF DIRECTORS.

4. THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON OCTOBER 11, 2007, UNLESS THE OFFER IS EXTENDED.

“Anti-Takeover Condition”); and (v) the expiration or termination of all applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), and the regulations thereunder (the “Antitrust Condition”). The Offer also is conditioned upon certain other conditions described in “The Tender Offer — Section 11. Conditions to the Offer”. Any of the conditions to the Offer, other than the Majority of Unaffiliated Shares Condition and the Antitrust Condition, may be waived by Purchaser. Purchaser, however, will not waive the 90% Condition without the prior consent of the special committee of U.S. Xpress’s board of directors. The Majority of Unaffiliated Shares Condition and the Antitrust Condition are not waivable.

6. Tendering holders of Class A Shares (“Holders”) whose Class A Shares are registered in their own name and who tender directly to LaSalle Bank, as depositary (the “Depositary”), will not be obligated to pay brokerage fees or commissions or, except as set forth in Instruction 6 of the Letter of Transmittal, transfer taxes on the purchase of Class A Shares by Purchaser pursuant to the Offer. However, Federal income tax backup withholding at a rate of 30% may be required, unless an exemption is available or unless the required tax identification information is provided. See Instruction 8 of the Letter of Transmittal.

7. Notwithstanding any other provision of the Offer, payment for Class A Shares accepted for payment pursuant to the Offer will in all cases be made only after timely receipt by the Depositary of (a) certificates evidencing such Class A Shares (or a confirmation of a book-entry transfer of such Class A Shares (a “Book-Entry Confirmation”) into the Depositary’s account at the Depositary Trust Company (the “Book-Entry Transfer Facility”); (b) a properly completed and duly executed Letter of Transmittal (or facsimile thereof), with any required signature guarantees or, in the case of a Book-Entry Transfer, an Agent’s Message (as defined in the Offer to Purchase) in lieu of the Transmittal Letter; and (c) any other required documents. Accordingly, tendering Holders may be paid at different times depending upon when certificates for Class A Shares or Book-Entry Confirmations with respect to Class A Shares are actually received by the Depositary. UNDER NO CIRCUMSTANCES WILL INTEREST ON THE PURCHASE PRICE OF TENDERED CLASS A SHARES BE PAID, REGARDLESS OF ANY DELAY IN MAKING SUCH PAYMENT.

The Offer is being made only by the Offer to Purchase and the related Letter of Transmittal and any amendments or supplements thereto, and is being made to all holders of Class A Shares. The Offer is not being made to (nor will tenders be accepted from or on behalf of) holders of Class A Shares in any jurisdiction where the making of the Offer or the acceptance thereof would not be in compliance with the laws of such jurisdiction.

If you wish to have us tender any or all of the Class A Shares held by us for your account, please so instruct us by completing, executing, detaching, and returning to us the instruction form set forth herein. If you authorize the tender of your Class A Shares, all such Class A Shares will be tendered unless otherwise specified below. An envelope to return your instructions to us is enclosed. YOUR INSTRUCTIONS SHOULD BE FORWARDED TO US IN AMPLE TIME TO PERMIT US TO SUBMIT A TENDER ON YOUR BEHALF PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON OCTOBER 11, 2007.

INSTRUCTIONS WITH RESPECT TO THE
OFFER TO PURCHASE FOR CASH
ALL OUTSTANDING SHARES OF CLASS A COMMON STOCK

U.S. XPRESS ENTERPRISES, INC.

NEW MOUNTAIN LAKE ACQUISITION COMPANY

The undersigned acknowledge(s) receipt of your letter, the enclosed Offer to Purchase, dated September 12, 2007 (the “Offer to Purchase”) and the related Letter of Transmittal (which, together with any amendments or supplements thereto, collectively constitute the “Offer”) in connection with the offer by New Mountain Lake Acquisition Company, a Nevada corporation (“Purchaser”) and a wholly owned subsidiary of New Mountain Lake Holdings, LLC, a Nevada limited liability company (“Holding Company”), to purchase all outstanding shares of Class A Common Stock, par value $0.01 per share (“Class A Shares”), of U.S. Xpress Enterprises, Inc., a Nevada corporation (“U.S. Xpress”), other than Class A Shares already owned by Purchaser, Holding Company, and the Continuing Investors, at $20.10 per Class A Share, net to the seller in cash, without interest thereon and less any required withholding taxes, upon the terms and subject to the conditions set forth in the Offer.

This will instruct you to tender to Purchaser the number of Class A Shares indicated below (or, if no number is indicated below, all Class A Shares) which are held by you for the account of the undersigned, upon the terms and subject to the conditions set forth in the Offer.


Number of Shares to be Tendered*


Sign Here


Account No.:

Signature(s):


Dated:


Print Name(s):


Address(es):


Area Code and Telephone Number:


Tax Identification or Social Security Number:


*		Unless otherwise indicated, it will be assumed that all Class A Shares held by us for your account are to be tendered.

EX-99.(A)(1)(VI) 7 c18208bexv99wxayx1yxviy.htm GUIDELINES FROM CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 exv99wxayx1yxviy

EXHIBIT (a)(1)(vi)

GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9

GUIDELINES FOR DETERMINING THE PROPER IDENTIFICATION NUMBER TO GIVE THE PAYER — Social Security numbers have nine digits separated by two hyphens: i.e., 000-00-0000. Employer identification numbers have nine digits separated by only one hyphen: i.e., 00-0000000. The table below will help determine the number to give the payer.



		Give the Name and
		SOCIAL SECURITY
For this type of account:		Number of



1.	Individual	The individual

2.	Two or more individuals (joint account)	The actual owner of the account or; if combined funds, any one of the individuals⁽¹⁾

3.	Custodian account of a minor (Uniform Gift to Minor Act)	The minor⁽²⁾

4.	a. The usual revocable savings trust (grantor is also trustee)	The grantor-trustee⁽¹⁾

	b. So-called trust account that is not a legal or valid trust under State law	The actual owner⁽¹⁾

5.	Sole proprietorship	The owner⁽³⁾



		Give the Name and
		EMPLOYEE IDENTIFICATION
For this type of account:		Number of



6.	Sole proprietorship	The owner⁽³⁾

7.	A valid trust, estate, or pension trust	Legal entity⁽¹⁾

8.	Corporate	The corporation

9.	Association, club, religious, charitable, educational or other tax- exempt organization	The organization

10.	Partnership	The partnership

11.	A broker or registered Nominee	The broker or nominee

12.	Account with the Department of Agriculture in the name of a public entity (such as a state or local government, school district, or prison) that receives agricultural program payments	The public entity


(1)		List first and circle the name of the person whose number you furnish. If only one person on a joint account has a social security number, that person’s number must be furnished.

(2)		Circle the minor’s name and furnish the minor’s social security number.

(3)		You must show your individual name, but you may also enter your business or “doing business as” name. You may use either your social security number or employer identification number (if you have one).

(4)		List first and circle the name of the legal trust, estate, or pension trust. (Do not furnish the identifying number of the personal representative or trustee unless the legal entity itself is not designated in the account title.)


NOTE:	If no name is circled when there is more than one name, the number will be considered to be that of the first name listed.

GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
Page 2

OBTAINING A NUMBER

If you do not have a taxpayer identification number or you do not know your number, obtain Internal Revenue Service Form SS-5, Application for a Social Security Number Card, or Form SS-4, Application for Employer Identification Number, at your local office of the Social Security Administration or the Internal Revenue Service and apply for a number.

PAYEES EXEMPT FROM BACKUP WITHHOLDING

Payees specifically exempted from backup withholding on payments made in connection with the offer include the following:


	•	A corporation.

	•	A financial institution.

	•	An organization exempt from tax under section 501(a), or an individual retirement plan.

	•	The United States or any agency or instrumentality thereof.

	•	A state, the District of Columbia, a possession of the United States, or any subdivision or instrumentality thereof.

	•	A foreign government, a political subdivision of a foreign government, or any agency or instrumentality thereof.

	•	An international organization or any agency or instrumentality thereof.

	•	A registered dealer in securities or commodities registered in the U.S. or a possession of the U.S.

	•	A real estate investment trust.

	•	A common trust fund operated by a bank under section 584(a).

	•	An entity registered at all times during the tax year under the Investment Company Act of 1940.

	•	A foreign central bank of issue.

Exempt payees described above should file Form W-9 to avoid possible erroneous backup withholding. FILE THIS FORM WITH THE PAYER, FURNISH YOUR TAXPAYER IDENTIFICATION NUMBER, WRITE “EXEMPT” ON THE FACE OF THE FORM, SIGN AND DATE THE FORM, AND RETURN IT TO THE PAYER. IF YOU ARE A NONRESIDENT ALIEN OR A FOREIGN ENTITY NOT SUBJECT TO BACKUP WITHHOLDING, FILE WITH PAYER A COMPLETED INTERNAL REVENUE FORM W-8BEN (CERTIFICATE OF FOREIGN STATUS OF BENEFICIAL OWNER FOR UNITED STATES TAX WITHHOLDING).

PRIVACY ACT NOTICE — Section 6109 requires most recipients of dividend, interest, or other payments to give taxpayer identification numbers to payers who must report the payments to the IRS. The IRS uses the numbers for identification purposes. The IRS may also provide this information to the Department of Justice for civil and criminal litigation and to cities, states, and the District of Columbia to carry out their tax laws. Payers must be given the numbers whether or not recipients are required to file tax returns. Payers must generally withhold 30% of taxable interest, dividend, and certain other payments to a payee who does not furnish a taxpayer identification number to a payer. Certain penalties may also apply.

PENALTIES

(1) PENALTY FOR FAILURE TO FURNISH TAXPAYER IDENTIFICATION NUMBER. If you fail to furnish your taxpayer identification number to a payer, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect.

(2) CIVIL PENALTY FOR FALSE INFORMATION WITH RESPECT TO WITHHOLDING. If you make a false statement with no reasonable basis, which results in no imposition of backup withholding, you are subject to a penalty of $500.

(3) CRIMINAL PENALTY FOR FALSIFYING INFORMATION. Willfully falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment.

(4) MISUSE OF TAXPAYER IDENTIFICATION NUMBERS. If the payer discloses or uses taxpayer identification numbers in violation of Federal law, the payer may be subject to civil and criminal penalties.

FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT
OR THE INTERNAL REVENUE SERVICE.

EX-99.(A)(1)(VII) 8 c18208bexv99wxayx1yxviiy.htm FORM OF SUMMARY ADVERTISEMENT exv99wxayx1yxviiy

EXHIBIT (a)(1)(vii)

This announcement is neither an offer to purchase nor a solicitation of an offer to sell Class A Shares (as defined below). The Offer (as defined below) is made only by the Offer to Purchase, dated September 12, 2007, and the related Letter of Transmittal, and any amendments or supplements thereto, and is being made to all holders of Class A Shares. The Offer will not be made to (and tenders will not be accepted from or on behalf of) holders of Class A Shares in any jurisdiction in which the making of the Offer or the acceptance thereof would not be in compliance with the laws of such jurisdiction.

Notice of Offer to Purchase for Cash
All Outstanding Shares of Class A Common Stock
of

U.S. Xpress Enterprises, Inc.
at
$20.10 Net Per Share
by
New Mountain Lake Acquisition Company

New Mountain Lake Acquisition Company, a Nevada corporation (“Purchaser”) and a wholly owned subsidiary of New Mountain Lake Holdings, LLC, a Nevada limited liability company (“Holding Company”), is offering to purchase for cash all outstanding shares of Class A Common Stock, par value $0.01 per share (“Class A Shares”), of U.S. Xpress Enterprises, Inc., a Nevada corporation (“U.S. Xpress”), other than Class A Shares already owned by Purchaser, Holding Company, and the Continuing Investors (as defined below), at a price of $20.10 per Class A Share, net to the seller in cash (the “Offer Price”), without interest thereon and less any required withholding taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase and in the related Letter of Transmittal (which, together with any amendments or supplements thereto, collectively constitute the “Offer”). Holding Company is owned by Patrick E. Quinn, Max L. Fuller, Quinn Family Partners, and the Max Fuller Family Limited Partnership (collectively, the “Continuing Investors”). Mr. Quinn and Mr. Fuller serve as the President and Chief Executive Officer, respectively, of U.S. Xpress and are Co-Chairmen of the U.S. Xpress board of directors. The Continuing Investors currently own approximately 26.9% of the outstanding Class A Shares and 100.0% of the outstanding shares of Class B Common Stock, par value $0.01 per share (“Class B Shares”), of U.S. Xpress. The Class A Shares have one vote per share and the Class B Shares have two votes per share, and all such shares vote together as a single class on most matters. As a result of their stock ownership, the Continuing Investors collectively hold approximately 50.8% of the voting power of all outstanding shares of common stock of U.S. Xpress.

Stockholders of record who tender Class A Shares directly to the Depositary (as defined below) will not be obligated to pay brokerage fees or commissions or, except as set forth in Instruction 6 of the Letter of Transmittal, stock transfer taxes on the purchase of Class A Shares by Purchaser pursuant to the Offer. Stockholders who hold their Class A Shares through a bank or broker should check with such institution as to whether the institution will charge any service fees. However, if you fail to complete and sign the Substitute Form W-9 that is included in the Letter of Transmittal, you may be subject to a required backup federal income tax withholding of twenty-eight percent (28%) of the gross proceeds payable in the offer. Purchaser will pay all fees and expenses of Stifel, Nicolaus & Company, Incorporated (“Stifel Nicolaus”), which is acting as the dealer manager for the Offer, LaSalle Bank National Association, which is acting as the depositary for the Offer (in such capacity, the “Depositary”) and MacKenzie Partners, Inc., which is acting as information agent for the Offer (in such capacity, the “Information Agent”) incurred in connection with the Offer and in accordance with the terms of the agreements entered into by and between Purchaser and each such person. See “The Tender Offer — Section 14. Fees and Expenses” of the Offer to Purchase.

THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON OCTOBER 11, 2007, UNLESS THE OFFER IS EXTENDED.

on a fully diluted basis, as of the date the Class A Shares are accepted for payment pursuant to the Offer (the “90% Condition”); (iii) Purchaser’s receipt of proceeds under its financing commitment from SunTrust Bank and SunTrust Robinson Humphrey, Inc. (the “Funding Condition”); (iv) the taking of all necessary action by the U.S. Xpress board of directors to render inapplicable all relevant anti-takeover statutes, including Section 78.378, et seq. of the Nevada Revised Statutes, and the continuing effectiveness of such action (the “Anti-Takeover Condition”); and (v) the expiration or termination of all applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the regulations thereunder (the “Antitrust Condition”). The Offer also is conditioned upon certain other conditions described in “The Tender Offer — Section 11. Conditions to the Offer”. Any of the conditions to the Offer, other than the Majority of Unaffiliated Shares Condition and the Antitrust Condition, may be waived by Purchaser. Purchaser, however, will not waive the 90% Condition without the prior consent of the special committee of U.S. Xpress’s board of directors. The Majority of Unaffiliated Shares Condition and the Antitrust Condition are not waivable.

The purpose of the Offer is for Purchaser to acquire for cash as many Class A Shares as are necessary for Purchaser to own at least ninety percent (90%) of the issued and outstanding Class A Shares and Class B Shares combined, as a first step in acquiring all of the equity interests in U.S. Xpress not owned by Purchaser, Holding Company, or the Continuing Investors. If all of the conditions to the Offer are satisfied or waived, where applicable, the Continuing Investors will transfer all of the Class A Shares and Class B Shares held by them to Purchaser and, upon consummation of the Offer, will cause Purchaser to merge with U.S. Xpress through a short-form merger (the “Merger”), without a vote of the stockholders of U.S. Xpress, in accordance with the applicable provisions of Chapter 92A of the Nevada Revised Statutes, unless it is not lawful to do so. Upon contribution of Class B Shares by the Continuing Investors to Purchaser, such Class B Shares will be converted on a one-for-one basis into Class A Shares. Pursuant to the Merger, each issued and outstanding Class A Share (other than Class A Shares held by Purchaser and Class A Shares held by stockholders who have properly exercised appraisal rights under Nevada law) will be converted into and represent the right to receive the Offer Price.

Purchaser, Holding Company, and the Continuing Investors estimate that the total amount of funds required to purchase all of the outstanding Class A Shares (other than those already owned directly or indirectly by Purchaser, Holding Company, and the Continuing Investors) pursuant to the Offer and to pay related fees and expenses will be approximately $197.2 million. Purchaser has received the Financing Commitment, pursuant to which SunTrust (a) has committed to provide Purchaser with a $50.0 million revolving credit facility (the “Revolver”) and a $185.0 million tranche B term loan (the “Term Loan B” and, together with the Revolver, the “Bank Credit Facilities”), (b) has committed to provide Purchaser with a $142.8 million liquidity facility (the “Liquidity Facility” and, together with the Bank Credit Facilities, the “Senior Credit Facilities”) in support of an accounts receivable securitization commitment by Three Pillars Funding LLC (“Three Pillars”) to Xpress Receivables, LLC, an indirect wholly owned subsidiary of U.S. Xpress (“Xpress Receivables”), and (c) has committed to arrange an amendment and restatement of the Three Pillars accounts receivable securitization commitment to Xpress Receivables (the “Securitization Line”) after closing of the Merger. SunTrust’s commitment to provide the Term Loan B will be reduced dollar-for-dollar by the amount of any net proceeds from certain permitted real estate financing occurring after the date of the Financing Commitment and prior to the closing of the Bank Credit Facilities. The proceeds of the Term Loan B will be used to finance the Offer and the Merger and to fund transaction costs. The balance of funds needed to finance the Offer and the Merger and to pay transaction costs will be provided by U.S. Xpress’s cash on hand, including proceeds of real estate financings received prior to consummation of the Offer and the Merger. The Revolver, the Liquidity Facility, and the Securitization Line will be used after the Offer and the Merger to fund working capital, to provide letters of credit, and for other general corporate purposes. Upon receipt of the funds committed under the Financing Commitment and after the consummation of the Offer, Purchaser, Holding Company, and the Continuing Investors are of the opinion that (i) U.S. Xpress will be able to pay its debts and liabilities and other commitments in the ordinary course of business, and (ii) the fair value of U.S. Xpress’s assets, taken as a whole, will be greater than the total amount of its liabilities, including contingent liabilities. The Offer is conditioned upon receipt by Purchaser of the funds committed under the Financing Commitment. For additional information on the financing for the Offer and the Merger, see “The Tender Offer — Section 9. Source and Amount of Funds” of the Offer to Purchase.

THE OFFER IS BEING MADE WITHOUT THE PRIOR APPROVAL OF THE U.S. XPRESS BOARD OF DIRECTORS.

Upon the terms and subject to the conditions set forth in the Offer (including the terms and conditions set forth in “The Tender Offer — Section 11. Conditions to the Offer” of the Offer to Purchase, and if the Offer is extended or amended, the terms and conditions of such extension or amendment (the “Offer Conditions”)), Purchaser will accept for payment, and pay for shares validly tendered on or prior to the Expiration Date (as defined herein) and not withdrawn as

permitted by “The Tender Offer — Section 4. Rights of Withdrawal” of the Offer to Purchase. The term “Expiration Date” means 5:00 p.m., New York City time, on October 11, 2007, unless and until Purchaser shall have extended the period for which the Offer is open, in which event the term “Expiration Date” shall mean the latest time and date on which the Offer, as so extended by Purchaser, shall expire. The period until 5:00 p.m., New York City time, on October 11, 2007, as such period may be extended, is referred to as the “Offering Period.”

Following the satisfaction or waiver, where applicable, of all conditions to the Offer and the acceptance of and payment for all of the Class A Shares tendered during the Offering Period, Purchaser may elect to provide a subsequent offering period of at least three (3) to twenty (20) business days (the “Subsequent Offering Period”), during which time stockholders whose Class A Shares have not been accepted for payment may tender, but not withdraw, their Class A Shares and receive the Offer consideration. For more information concerning a Subsequent Offering Period, see “The Tender Offer — Section 1. Terms of the Offer” and “The Tender Offer — Section 4. Rights of Withdrawal” of the Offer to Purchase. Subject to applicable rules and regulations of the Securities and Exchange Commission (the “SEC”), Purchaser expressly reserves the right to delay acceptance for payment of or payment for Class A Shares in order to comply, in whole or in part, with any applicable law. See “The Tender Offer — Section 11. Conditions to the Offer” of the Offer to Purchase. In all cases, payment for Class A Shares tendered and accepted for payment pursuant to the Offer will be made only after timely receipt by the Depositary of the following: (i) certificates evidencing such Class A Shares (or a confirmation of a book-entry transfer of such Class A Shares (a “Book-Entry Confirmation”) into the Depositary’s account at The Depository Trust Company (the “Book-Entry Transfer Facility”)); (ii) a properly completed and duly executed Letter of Transmittal (or facsimile thereof), with any required signature guarantees or, in the case of a book-entry transfer, an Agent’s Message (as defined in the “The Tender Offer — Section 3. Procedures for Tendering Class A Shares” of the Offer to Purchase) in lieu of the Letter of Transmittal; and (iii) any other required documents.

If Purchaser elects to provide a Subsequent Offering Period, it expressly reserves the right, in its sole discretion, at any time or from time to time, to extend the Subsequent Offering Period (not beyond a total of twenty (20) business days) by giving oral or written notice of such extension to the Depositary. During a Subsequent Offering Period, tendering stockholders will not have withdrawal rights. See “The Tender Offer — Section 4. Rights of Withdrawal” of the Offer to Purchase. If Purchaser accepts any Class A Shares for payment pursuant to the terms of the Offer, it will accept for payment all Class A Shares validly tendered during the Offering Period and not withdrawn, and, on the terms and subject to the conditions of the Offer, including but not limited to the Offer Conditions, it will promptly pay for all Class A Shares so accepted for payment and will immediately accept for payment and promptly pay for all Class A Shares as they are tendered in any Subsequent Offering Period. Purchaser confirms that its reservation of the right to delay payment for Class A Shares that it has accepted for payment is limited by Rule 14e-1(c) under the Securities Exchange Act, which requires that a tender offeror pay the consideration offered or return the tendered securities promptly after the termination or withdrawal of a tender offer.

For purposes of the Offer, Purchaser will be deemed to have accepted for payment Class A Shares validly tendered and not withdrawn as, if, and when Purchaser gives oral or written notice to the Depositary of its acceptance for payment of such Class A Shares pursuant to the Offer. Payment for Class A Shares accepted for payment pursuant to the Offer will be made by deposit of the purchase price therefor with the Depositary, which will act as agent for the tendering stockholders for the purpose of receiving payments from Purchaser and transmitting such payments to the tendering stockholders. UNDER NO CIRCUMSTANCES WILL INTEREST ON THE PURCHASE PRICE FOR TENDERED SHARES BE PAID, REGARDLESS OF ANY DELAY IN MAKING SUCH PAYMENT.

Subject to the applicable rules and regulations of the SEC, Purchaser expressly reserves the right, in its sole discretion, at any time or from time to time, to extend the Offering Period by giving oral or written notice of such extension to the Depositary. During any such extension of the Offering Period, all Class A Shares previously tendered and not withdrawn will remain subject to the Offer, subject to the right of a tendering stockholder to withdraw such stockholder’s Class A Shares. See “The Tender Offer — Section 4. Rights of Withdrawal” of the Offer to Purchase. Subject to the applicable regulations of the SEC, Purchaser also expressly reserves the right, in its sole discretion, at any time or from time to time, (i) to delay acceptance for payment of or (regardless of whether such Class A Shares were theretofore accepted for payment) payment for, any tendered Class A Shares, or to terminate or amend the Offer as to any Class A Shares not then paid for, on the occurrence of any of the conditions specified in “The Tender Offer — Section 11. Conditions of the Offer” of the Offer to Purchase and (ii) to waive any condition and to set forth or change any other term and condition of the Offer, except as otherwise specified in “The Tender Offer — Section 11. Conditions to the Offer” of the Offer to Purchase; in each case, by giving oral or written notice of such delay, termination, or amendment to the Depositary and by making a public announcement thereof.

Tenders of Class A Shares made pursuant to the Offer are irrevocable except that Class A Shares tendered pursuant to the Offer may be withdrawn at any time prior to the termination of the Offering Period and, unless theretofore accepted for payment by Purchaser pursuant to the Offer, may also be withdrawn at any time after November 11, 2007. There will be no withdrawal rights during any Subsequent Offering Period for Class A Shares tendered during the Subsequent Offering Period.

For a withdrawal to be effective, a written, telegraphic, telex, or facsimile transmission notice of withdrawal must be timely received by the Depositary at one of its addresses set forth on the back cover of the Offer to Purchase. Any such notice of withdrawal must specify the name of the person having tendered the Class A Shares to be withdrawn, the number or amount of Class A Shares to be withdrawn, and the names in which the certificate(s) evidencing the Class A Shares to be withdrawn are registered, if different from that of the person who tendered such Class A Shares. The signature(s) on the notice of withdrawal must be guaranteed by a financial institution (including most commercial banks, savings and loan associations, and brokerage houses) that is a participant in the Security Transfer Agents Medallion Program, the New York Stock Exchange Medallion Signature Guarantee Program, or the Stock Exchange Medallion Program or by any other “Eligible Guarantor Institution”, as such term is defined in Rule 17Ad-15 under the Exchange Act (each, an “Eligible Institution”), unless such Class A Shares have been tendered for the account of any Eligible Institution. If Class A Shares have been tendered pursuant to the procedures for book-entry transfer as set forth in “The Tender Offer — Section 3. Procedures for Tendering Class A Shares” of the Offer to Purchase, any notice of withdrawal must specify the name and number of the account at the Book-Entry Transfer Facility to be credited with the withdrawn Class A Shares. If certificates for Class A Shares to be withdrawn have been delivered or otherwise identified to the Depositary, the name of the registered holder and the serial numbers of the particular certificates evidencing the Class A Shares to be withdrawn must also be furnished to the Depositary as aforesaid prior to the physical release of such certificates. All questions as to the form and validity (including time of receipt) of any notice of withdrawal will be determined by Purchaser, in its sole discretion, which determination shall be final and binding. None of Purchaser, Holding Company, the Continuing Investors, the Dealer Manager, the Depositary, the Information Agent, or any other person will be under any duty to give notification of any defects or irregularities in any notice of withdrawal or incur any liability for failure to give such notification. Withdrawals of tenders of Class A Shares may not be rescinded, and any Class A Shares properly withdrawn will be deemed not to have been validly tendered for purposes of the Offer. However, withdrawn Class A Shares may be retendered by following one of the procedures described in “The Tender Offer — Section 3. Procedure for Tendering Class A Shares” of the Offer to Purchase, at any time prior to the Expiration Date or during a Subsequent Offering Period if one is provided.

If Purchaser extends the Offer, is delayed in its acceptance for payment of Class A Shares, or is unable to accept for payment Class A Shares pursuant to the Offer, for any reason, then, without prejudice to Purchaser’s rights under the Offer, the Depositary may, nevertheless, on behalf of Purchaser, retain tendered Class A Shares, and such Class A Shares may not be withdrawn except to the extent that tendering stockholders are entitled to withdrawal rights as set forth in “The Tender Offer — Section 4. Rights of Withdrawal” of the Offer to Purchase.

The Class A Shares currently are “margin securities” under the regulations of the Board of Governors of the Federal Reserve System, which has the effect, among other things, of allowing brokers to extend credit using such Class A Shares as collateral. Following the Offer, depending on whether U.S. Xpress can remain listed on NASDAQ (which in turn depends, in part, on the number of Class A Shares outstanding not held by Purchaser and the total number of stockholders other than Purchaser, Holding Company, and the Continuing Investors), the Class A Shares may no longer constitute “margin securities” for the purposes of margin regulations, in which event the Class A Shares would be ineligible for use as collateral for margin loans made by brokers.

Sales of Class A Shares pursuant to the Offer and the exchange of Class A Shares for cash pursuant to the Merger will be taxable transactions for federal income tax purposes and may also be taxable under applicable state, local, and other tax laws. For federal income tax purposes, a stockholder who is a United States person whose Class A Shares are purchased pursuant to the Offer or who receives cash as a result of the Merger will realize gain or loss equal to the difference between the adjusted basis of the Class A Shares sold or exchanged and the amount of cash received therefor. This gain or loss will be capital gain or loss if the Class A Shares are held as capital assets by the stockholder. Long-term capital gain of a non-corporate stockholder is generally subject to a maximum tax rate of fifteen percent (15%) in respect of property held for more than one year. The income tax discussion set forth above is included for general information only and may not be applicable to stockholders in special situations, such as stockholders who received their Class A Shares upon the exercise of employee stock options or otherwise as compensation and stockholders who are not United

States persons. Stockholders should consult their own tax advisors with respect to the specific tax consequences to them of the Offer and the Merger, including the application and effect of federal, state, local, foreign, or other tax laws.

Stockholders who tender and sell their Class A Shares in the Offer may, if the Offer is completed, receive cash for those Class A Shares sooner than stockholders who wait for the Merger. However, the stockholders who tender their Class A Shares will not be entitled to a judicial appraisal of the fair value of their Class A Shares under the applicable provisions of the Nevada Revised Statutes. If the Offer is completed, any stockholders who do not tender their Class A Shares may exercise such appraisal rights in accordance with Section 92A.380 of the Nevada Revised Statutes following notice of the Merger. See “Special Factors — Section 7. Appraisal Rights” and Schedule C of the Offer to Purchase for more information on appraisal rights.

The information required to be disclosed by Rule 14d-6(d)(1) and Rule 13e-3(e)(1) of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended, is contained in the Offer to Purchase and is incorporated herein by reference.

A request has been made to U.S. Xpress for the use of U.S. Xpress’s stockholder list and security position listings for the purpose of disseminating the Offer to stockholders. Upon compliance by U.S. Xpress with such request and Rule 14d-5 pertaining to such request, the Offer to Purchase and the related Letter of Transmittal will be mailed to record holders of Class A Shares and will be furnished to brokers, banks and similar persons whose names, or the names of whose nominees, appear on the stockholder list or, if applicable, who are listed as participants in a clearing agency’s security position listing for subsequent transmittal to beneficial owners of Class A Shares.

THE OFFER TO PURCHASE AND THE RELATED LETTER OF TRANSMITTAL CONTAIN IMPORTANT INFORMATION WHICH SHOULD BE READ IN THEIR ENTIRETY BEFORE ANY DECISION IS MADE WITH RESPECT TO THE OFFER.

Questions and requests for assistance may be directed to the Information Agent or the Dealer Manager at their respective addresses and telephone numbers set forth below and on the back cover of the Offer to Purchase. Requests for additional copies of the Offer to Purchase, the Letter of Transmittal, the Notice of Guaranteed Delivery, and other tender offer materials may be directed to the Information Agent. Stockholders may also contact their broker, dealer, commercial bank, trust company, or other nominee. Purchaser will not pay any fees or commissions to any broker, dealer, or other person for soliciting tenders of Class A Shares pursuant to the Offer (other than the Dealer Manager, the Depositary, and the Information Agent as described in the Offer to Purchase).

The Information Agent for the Offer is:

MacKenzie Partners, Inc.
105 Madison Avenue
New York, New York 10016
(212) 929-5500 (call collect)
(800) 322-2885 (toll-free)
Email: tenderoffer@mackenziepartners.com

The Dealer Manager for the Offer is:

Stifel, Nicolaus & Company, Incorporated.
100 Light Street
Baltimore, MD 21202
(410) 454-5381 (direct dial)
(800) 424-8870 (toll-free)
(410) 454-4126 (facsimile)

September 12, 2007

EX-99.(A)(1)(VIII) 9 c18208bexv99wxayx1yxviiiy.htm TRUSTEE DIRECTION FORM exv99wxayx1yxviiiy

EXHIBIT (a)(1)(viii)

TENDER OFFER INSTRUCTION FORM

XPRE$$AVINGS 401(K) PLAN

BEFORE COMPLETING THIS FORM, PLEASE CAREFULLY READ

THE ACCOMPANYING INFORMATION

CONTROL NUMBER:

Make sure to retain a copy

of your control number in

case you need it at a future

time to make a revocation.

In response to the offer by New Mountain Lake Acquisition Company, a Nevada corporation (“Purchaser”) and a wholly owned subsidiary of New Mountain Lake Holdings, LLC, a Nevada limited liability company (“Holding Company”), to purchase for cash all outstanding Class A Common Stock, par value $0.01 per share (“Class A Shares”), of U.S. Xpress Enterprises, Inc., a Nevada corporation (“U.S. Xpress”), other than Class A Shares already owned by Purchaser, Holding Company, and the Continuing Investors, at $20.10 per Class A Share, net to the seller in cash, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated September 12, 2007, and in the related Letter of Transmittal (which, together with any amendments or supplements thereto, collectively constitute the “Offer”), I hereby instruct State Street Bank and Trust Company (the “Trustee”), the Xpre$$avings 401(k) Plan (the “Plan”) trustee, and Diversified Investment Advisors, the Plan administrator, to tender or not to tender the Class A Shares allocated to my account under the Plan in response to the Offer as follows (PLEASE CHECK ONE BOX AND COMPLETE THE REMAINDER OF THIS TENDER OFFER INSTRUCTION FORM (“INSTRUCTION FORM”) — If more than one box is checked below your election may be disregarded):


	o YES.	I DIRECT THE TRUSTEE TO TENDER ALL OF THE CLASS A SHARES ALLOCATED TO MY PLAN ACCOUNT IN RESPONSE TO THE OFFER.

	o YES.	I DIRECT THE TRUSTEE TO TENDER A PERCENTAGE % (1% — 99%) OF THE CLASS A SHARES ALLOCATED TO MY PLAN ACCOUNT IN RESPONSE TO THE OFFER. PLEASE SET FORTH A WHOLE PERCENTAGE BETWEEN 1%-99%). *If you fail to insert a (whole) percentage, your election will be treated as an election NOT to tender any of your Class A Shares.*


	o NO.	I DIRECT THE TRUSTEE NOT TO TENDER ANY OF THE CLASS A SHARES ALLOCATED TO MY PLAN ACCOUNT IN RESPONSE TO THE OFFER.

You may submit your tender instruction to Ellen Philip Associates, Inc. (the “Independent Tabulator”) by toll-free telephone call, by Internet or by mail. Telephone and Internet facilities are available twenty-four hours a day, seven days a week, and represent the speediest way to submit your instruction. On the Internet facility you have the option of receiving an instant confirmation. On a touch-tone phone, call 1-866-580-7645. On the Internet go to https://www.tabulationsplus.com/xprsa. You should have a copy of this Instruction Form and the control number handy when you call via the toll-free number or access the Internet to provide your instructions.

Tender Instructions that are not timely received by the Independent Tabulator, and, if submitted by mail, those received without a box checked above or with more than one box checked, will be treated as an instruction not to tender any of your Class A Shares.

As set forth above, the speediest way to submit your instructions is via telephone or Internet. However, if you prefer to do so, you may submit your written instructions by mailing this completed form promptly in the enclosed postage-paid envelope.

YOUR INSTRUCTION, HOWEVER SUBMITTED, MUST BE RECEIVED BY THE INDEPENDENT TABULATOR NO LATER THAN 5:00 P.M., NEW YORK CITY TIME, ON OCTOBER 9, 2007, OR YOUR CLASS A SHARES WILL NOT BE TENDERED.


		, 2007
Signature		Date



		Daytime Phone Number

EX-99.(A)(1)(IX) 10 c18208bexv99wxayx1yxixy.htm FORM OF LETTER TO PARTICIPANTS IN 401(K) RETIREMENT AND SAVINGS PLAN exv99wxayx1yxixy

EXHIBIT (a)(1)(ix)

NOTICE TO PARTICIPANTS IN THE
XPRE$$AVINGS 401(K) PLAN

September 12, 2007

Dear Plan Participant:

The Tender Offer

As you may know, on September 12, 2007, New Mountain Lake Acquisition Company, a Nevada corporation (“Purchaser”) and a wholly owned subsidiary of New Mountain Lake Holdings, LLC, a Nevada limited liability company (“Holding Company”), commenced a tender offer to purchase for cash all outstanding Class A Common Stock, par value $0.01 per share (“Class A Shares”), of U.S. Xpress Enterprises, Inc., a Nevada corporation (“U.S. Xpress”), other than Class A Shares already owned by Purchaser, Holding Company, and the Continuing Investors (as defined in the Offer to Purchase), at $20.10 per Class A Share, net to the seller in cash, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated September 12, 2007 (the “Offer to Purchase”), and in the related Letter of Transmittal (which, together with any amendments or supplements thereto, collectively constitute the “Offer”).

Your Prompt Response is Requested

The Offer is being made for all outstanding Class A Shares, including those Class A Shares credited to your account under the Xpre$$avings 401(k) Plan (the “Plan”). As a participant in the Plan, if a portion of your account is invested in Class A Shares (the “Company Stock Fund”), you are encouraged to provide directions to Ellen Philip Associates, Inc. (the “Independent Tabulator”), who will notify State Street Bank and Trust Company (the “Trustee”), the Plan trustee, and Diversified Investment Advisors, the Plan administrator, of your instruction to tender all, some, or none of the Class A Shares allocated to your separate Plan account. By instructing the Trustee to “tender” the Class A Shares allocated to your separate Plan account, you are instructing the Trustee to surrender those Class A Shares for cash in connection with the Offer.

If you would like to tender Class A Shares allocated to your account under the Plan in the Offer, you must provide your directions to the Independent Tabulator either by using the telephone or Internet facilities provided for this purpose or by promptly completing and returning the enclosed Tender Offer Instruction Form (“Instruction Form”) to the Independent Tabulator. Telephone and Internet facilities are available twenty-four hours a day, seven days a week, and represent the speediest way to submit your instruction. On the Internet facility you have the option of receiving an instant confirmation. On a touch-tone phone, call 1-866-580-7645. On the Internet, go to https://www.tabulationsplus.com/xprsa. If you do not send timely tender instructions to the Independent Tabulator, regardless of the means you use to do so, the Trustee will treat this as an instruction NOT to tender.

In order to direct the Trustee, your direction, however submitted, must be received by the Independent Tabulator, no later than October 9, 2007 (the “Plan Deadline”).

In the event that Purchaser extends the expiration date for the Offer (currently 5:00 p.m., New York City time, on October 11, 2007 (the “Expiration Date”)), the Plan Deadline will automatically be extended to the date that is two business days prior to the new expiration date. Any extensions of the Expiration Date for the Offer will be publicly announced.

The offer is conditioned upon, among other things, (i) there being validly tendered and not withdrawn a number of Class A Shares that, excluding the Class A Shares beneficially owned by Purchaser, Holding Company, the Continuing Investors (as defined in the Offer to Purchase), and the directors and executive officers of U.S. Xpress, will constitute at least a majority of the remaining outstanding Class A Shares as of the date the Class A Shares are accepted for payment pursuant to the Offer; (ii) there being validly tendered and not withdrawn a number of Class A Shares that, when aggregated with the Class A Shares and Class B Shares to be contributed by the Continuing Investors to Purchaser, will represent ninety percent (90%) of the issued and outstanding Class A Share and Class B Shares combined, on a fully diluted basis, as of the date the Class A Shares are accepted for payment

pursuant to the Offer; (iii) Purchaser’s receipt of proceeds under its financing commitment from Sun Trust Bank and Sun Trust Robinson Humphrey, Inc.; (iv) the taking of all necessary action by the U.S. Xpress board of directors to render inapplicable all relevant anti-takeover statutes, including Section 78.378, et seq. of the Nevada Revised Statutes, and the continuing effectiveness of such action; and (v) the expiration or termination of all applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the regulations thereunder. The Offer also is conditioned upon certain other conditions described in “The Tender Offer — Section 11. Conditions to the Offer” of the Offer to Purchase.

For more information on the procedures for tendering and withdrawing Class A Shares held through the Plan, see “Questions and Answers About the Offer”, “Introduction”, “The Tender Offer — Section 3. Procedures for Tendering Class A Shares”, and “The Tender Offer — Section 4. Withdrawal Rights” of the Offer to Purchase, which is enclosed for your review.

Proceeds from Tender

If the Offer closes, the Trustee will invest proceeds from the tender of the Class A Shares credited to your account under the Plan in a fund or funds designated by U.S. Xpress as the default investment alternative. Once the proceeds from the tender have been transferred into the designated fund or funds by the Trustee, such proceeds will be yours to invest at your discretion.

Important Notice Concerning Your Rights Under The Company Stock Fund

Please note, in order for the Trustee to have sufficient time to prepare administratively to respond to the Offer, you will be temporarily unable to make investments or other transfers in or out of the Company Stock Fund. During the period starting at the Plan Deadline and ending on the Expiration Date of the Offer (the “Blackout Period”), if the Trustee has been instructed to tender any Class A Shares, transactions with respect to the Company Stock Fund will be suspended for all participants in the Plan with Class A Shares allocated to their accounts. If the Expiration Date of the Offer is extended, the Blackout Period will continue until the new expiration date of the Offer. Whether or not you are planning retirement in the near future, we encourage you to carefully consider how the Blackout Period may affect your retirement planning, as well as your overall financial plan.

During the Blackout Period, you will be unable to make investment or other transfers in or out of, or request distributions from, the Company Stock Fund. For this reason, it is very important that you review and consider the appropriateness of your current investments in light of your inability to direct or diversify those investments during the Blackout Period. For your long-term retirement security, you should give careful consideration to the importance of a well-balanced and diversified investment portfolio, taking into account all your assets, income, and investments. You should be aware that there is a risk to holding substantial portions of your assets in the securities of any one company, as individual securities tend to have wider price swings, up and down, in short periods of time, than investments in diversified funds. Stocks that have wide price swings might have a large loss during a blackout period, and you would not be able to direct the sale of such stocks from your account during a blackout period.

During the periods described above, you can determine whether the Blackout Period has started or ended by contacting the Diversified Investment Advisor’s participant services line at (800) 755-5801 (toll-free) Monday through Friday from 8:00 a.m. to 9:00 p.m., New York City time.

Federal law generally requires that you be furnished notice of a blackout period at least thirty (30) days in advance of the last date on which you could exercise your affected rights immediately before the commencement of any blackout period in order to provide you with sufficient time to consider the effect of a blackout period on your retirement and financial plans. Given the timing of the Offer, however, notice of this Blackout Period could not be provided thirty (30) days in advance.

Enclosed For Your Review

Enclosed for your review are the following materials about the Offer:

1. Offer to Purchase, dated September 12, 2007, which contains important details about the Offer;

2. Letter of Transmittal (for informational purposes only);

3. Tender Offer Instruction Form; and

4. Postage-paid reply envelope.

The enclosed information relates only to the Class A Shares allocated to your Plan account. If you own other Class A Shares outside of the Plan, you should receive separate mailings relating to those Class A Shares.

Please provide your instructions to the Independent Tabulator.

As set forth above, the speediest way to submit your instructions is via telephone or Internet. However, if you prefer to do so, you may submit your written instructions by returning your completed, signed, and dated Instruction Form in the enclosed postage-prepaid envelope and mailing it to the Independent Tabulator, P.O. Box 1997, New York, NY 10117-0024. An instruction sent by registered mail or by express delivery, should you chose to do so, should be addressed to Ellen Philip Associates, Inc., Independent Tabulator, 134 West 26^th Street, New York, NY 10001. If you have instructed the Trustee to tender some or all of the Class A Shares credited to your account under the Plan, you may withdraw this instruction by submitting a new direction, preferably by telephone or by Internet, which will have the effect of revoking your prior instruction. No matter how many instructions you submit, only your last instruction received by the Independent Tabulator prior to the Plan Deadline will count for tabulation purposes. All instructions must be received by the Independent Tabulator on or before the Plan Deadline, which is 5:00 p.m., New York City time, on October 9, 2007.

Account Information and Adjustments

You may obtain account information or adjust your account through the Internet and/or voice response unit by contacting Diversified Investment Advisors via their website at www.divinvest.com or through Diversified Investment Advisor’s participant services line at (800) 755-5801 (toll-free). If you would like to speak to a representative, you may do so by contacting Diversified Investment Advisor’s participant services line at the number set forth above between the hours of 8:00 a.m. to 9:00 p.m., New York City time, Monday through Friday.

Your Decision is Confidential

All instructions received by the Independent Tabulator from individual participants will be held in confidence and will not be divulged to any person, including U.S. Xpress, the Purchaser, Holding Company, or any of their respective directors, officers, employees or affiliates, except the Independent Tabulator will instruct the Trustee regarding the tender instructions received from individual participants.

For Additional Information About the Offer

If you have any questions about the Offer, please contact the information agent for the Offer, MacKenzie Partners, Inc. at (212) 929-5500 (call collect) or (800) 322-2885 (toll-free) or via mail at 105 Madison Avenue, New York, NY 10016. Additionally, all tender offer materials that have been filed with the U.S. Securities and Exchange Commission are available online at www.sec.gov. You may also call the above number to request a new Instruction Form or for assistance in filling out the Instruction Form.

Sincerely,

Investment Committee

EX-99.(A)(5) 11 c18208bexv99wxayx5y.htm COMPLIANT exv99wxayx5y

EXHIBIT (a)(5)

Code: 4085

IN THE SECOND JUDICIAL DISTRICT COURT

STATE OF NEVADA, COUNTY OF WASHOE

RONALD S. WIESENTHAL.

PLAINTIFF,

vs

MOUNTAIN LAKE ACQUISITION CO.

DEFENDANT.

Case No. CV07 01958

Dept. No. B6

SUMMONS

TO THE DEFENDANT: YOU HAVE BEEN SUED. THE COURT MAY DECIDE AGAINST YOU WITHOUT YOUR BEING HEARD UNLESS YOU RESPOND, IN WRITING, WITHIN 20 DAYS. READ THE INFORMATION BELOW VERY CAREFULLY.

A civil complaint or petition has been filed by the plaintiff against you for the relief as set forth in that document (see complaint or petition on file). When service is by publication, add a brief statement of the object of the action. See Rules of Civil Procedure, Rule 4 (b). The object of this action is: Shareholders suit

If you intend to defend this lawsuit, you must do the following within 20 days after service of this summons, exclusive of the day of service:

	a.		File with the Clerk of Court, whose address is shown below, a formal written answer to the complaint or petition, along with the appropriate filing fees, in accordance with the rules of the Court, and;

	b.		Serve a copy of your answer upon the attorney or plaintiff whose name and address is shown below.

2.		Unless you respond, a default will be entered upon application of the plaintiff and this Court may enter a judgment against you for the relief demanded in the complaint.

		Dated this day of AUG 28 2007.


Issued on behalf of plaintiff or plaintiffs attorney:		RONALD A. LONGTIN, JR., CLERK OF THE COURT

Name:	The O’Mara Law Firm, P.C.	By:	/s/ D. Jaramillo
Address:	311 E. Liberty Street		SECOND JUDICIAL DISTRICT COURT
	Reno, NV 89501		75 COURT STREET
Phone Number:	775-323-1321		RENO, NEVADA 89501

AFFIDAVIT OF SERVICE
(For General Use)


STATE OF		)
		)ss:
COUNTY OF		)

, being first duly sworn, deposes and says: That affiant is a citizen of the United States, over 18 years of age, and that affiant received the Summons on the day of , , and personally served , the within named defendant, on the day of , , in the County of , State of , by delivering a copy of the Summons attached to a copy of the Complaint/Petition.
(If other documents are also served, list here)








				Signature of Person Making Service

Subscribed and Sworn to before me this

day of , .

Notary Public

AFFIDAVIT OF MAILING
(For use when service is by publication and mailing)


STATE OF		)
		)ss:
COUNTY OF		)

, being first duly sworn, deposes and says: That on the day of , affiant deposited in the United States mail at Reno, Nevada, a copy of the within Summons and Complaint/Petition addressed as follows:


Name of Defendant:	MOUNTAIN LAKE ACQUISITION CO.
Address:







		Signature of Person Who Mailed the Document

Subscribed and Sworn to before me this

day of , .

Notary Public


NOTE:		If service is made in any manner permitted by NRCP Rule 4, other than personally upon the defendant, or is made outside the United States, a special affidavit or return must be made.

THE O’MARA LAW FIRM, P.C.
WILLIAM M. O’MARA (Nevada Bar No. 00837)
DAVID C. O’MARA (Nevada Bar No. 5899)
BRIAN O. O’MARA (Nevada Bar No. 8214)
311 East Liberty Street
Reno, NV 89501
Telephone: 775/323-1321
775/323-4082 (fax)

Attorneys for Plaintiff

[Additional counsel appear on signature page.]

[SEAL]

DISTRICT COURT

WASHOE COUNTY, NEVADA


RONALD S. WIESENTHAL, On Behalf of		)
Himself and All Others Similarly Situated,		)

	Plaintiff,	)	Case No. CV07 01958
			Dept No.
vs.		)
			CLASS ACTION
U.S. XPRESS ENTERPRISES, INC.,		)
MOUNTAIN LAKE ACQUISITION		)	COMPLAINT BASED UPON SELF-
COMPANY, PATRICK E. QUINN, MAXL.		)	DEALING AND BREACH OF FIDUCIARY
FULLER, JAMES E. HALL, JOHN W.		)	DUTY
MURREY III and ROBERT J. SUDDERTH, JR.,		)
		)
		)
	Defendants.	)
		)

Plaintiff, by his attorneys, alleges as follows:

SUMMARY OF THE ACTION

1. This is a stockholder class action brought by plaintiff on behalf of the holders of U.S. Xpress Enterprises, Inc. (“U.S. Xpress” or the “Company”) common stock against U.S. Xpress, Mountain Lake Acquisition Company (“MLAC”) and the members of the Board of Directors of U.S. Xpress challenging the proposed acquisition of U.S. Xpress by its two founders and controlling shareholders, defendants Patrick E. Quinn (“Quinn”) and Max L, Fuller (“Fuller”). In pursuing and/or acquiescing in an unlawful plan to sell U.S. Xpress via an unfair process and at an unfair price, each of the defendants violated applicable law by directly breaching their fiduciary duties of loyalty, due care, candor, independence, good faith and fair dealing. This action seeks equitable relief only.

2. Immediate judicial intervention is warranted here to avoid irreparable harm to the Company’s minority public shareholders. Plaintiff, on behalf of the Class, seeks only to level the playing field and to ensure that if shareholders are to be ultimately stripped of their respective equity interests through the proposed acquisition, that the sale of U.S. Xpress is conducted in a manner that is not improper, unfair and unlawful. Plaintiff seeks to enjoin the proposed transaction.

PARTIES

3. Plaintiff is, and at all times relevant hereto was, a shareholder of U.S. Xpress.

4. Defendant U.S. Xpress is a Nevada corporation with its principal place of business located at 4080 Jenkins Road, Chattanooga, Tennessee. U.S. Xpress is the fourth largest publicly owned truckload carrier in the United States, measured by revenue. The Company provides regional, dedicated, and expedited truckload services throughout North America. At all relevant times, the common stock of U.S. Xpress traded on NASDAQ under the ticker symbol XPRSA. As of June 21, 2007, the Company had approximately 12.1 million shares of Class A common stock and 3.04 million shares of Class B common stock outstanding. Quinn and Fuller own and/or control 100% of the Company’s Class B common stock. The Company’s Class A common stock is entitled to one vote per share and the Class B common stock is entitled to two votes per share.

- 1 -

5. Defendant MLAC is a corporation organized under the laws of the State of Nevada by defendants Quinn and Fuller. MLAC’s principal address, according to a recent 13D filing with the Securities and Exchange Commission (“SEC”), is care of defendant Fuller at the Company’s offices located at 4080 Jenkins Road, Chattanooga, Tennessee. MLAC has no operations and was formed solely for the purpose of effectuating the Offer (as defined herein). MLAC’s President and Treasurer is Quinn; its Chief Executive Officer and Secretary is Fuller. MLAC, Quinn, Fuller, and their affiliated entities (the “Buyout Group”) collectively own and/or control over 50% of the voting power of all of the Company’s outstanding common stock.

6. Defendant Quinn has served as Co-Chairman of the Board since 1994. He has also served as President, Treasurer and as a director since he co-founded the Company in 1985. As of June 22, 2007, through his holdings of U.S. Xpress Class A and Class B common stock, Quinn owned and/or controlled over 3.34 million shares of U.S. Xpress common stock, representing approximately 21.4% of the Company’s outstanding shares.

7. Defendant Fuller has served as Co-Chairman of the Board since 1994. He has also served Chief Executive Officer since November 2004, and as Secretary and as a director since he co-founded the Company in 1985. From August 2005 to August 2006, Fuller also served as President of Xpress Global Systems, Inc., a wholly owned subsidiary of the Company. Prior to his appointment as Chief Executive Officer, Fuller served as a Vice President from the Company’s inception in 1985. Fuller also is a director of SunTrust Bank, Chattanooga, N.A. (“SunTrust Bank”). As of June 21, 2007, through his holdings of U.S. Xpress Class A and Class B common stock, Fuller owned and/or controlled in excess of 3.2 million shares of U.S. Xpress common stock, representing approximately 20.6% of the Company’s outstanding shares.

8. Defendant James E. Hall (“Hall”) has served as a director of U.S. Xpress since 2001. Hall is a principal in Hall & Associates, LLC, a government relations and transportation safety and security consulting firm. Hall is also “of counsel” to the law firm of Farmer and Luna, PLLC in Nashville, Tennessee. Hall formerly served as a partner of the law firm of Dillon, Hall & Lungershausen from 2001 through 2002.

- 2 -

9. Robert J. Sudderth, Jr. (“Sudderth”) has served as a director of U.S. Xpress since 1998. Sudderth served as Chairman and Chief Executive Officer of SunTrust Bank from 1989 until his retirement in 2003. Sudderth has also served as a director of SunTrust Bank since 1983. SunTrust Bank is providing financial commitments to the Buyout Group and has, in the past, provided credit, arrangements for The Dixie Group, Inc. Sudderth served as a director of The Dixie Group, Inc. from 1983 to 2003.

10. Defendant John W. Murrey III (“Murrey”) has served as a director of U.S. Xpress since 2003. Murrey served as a Senior Member of the law firm of Witt, Gaither & Whitaker, P.C. (which later became Schumacker Witt, Gaither & Whitaker) in Chattanooga, Tennessee (the “Witt Firm”) until 2001. In October 2006, several of Murrey’s former colleagues from the Witt Firm defected to Husch & Eppenberger, LLC where, according to the firm’s website, they now represent both SunTrust Bank and U.S. Xpress. Murrey, along with defendant Sudderth, also serves as a director of The Dixie Group, Inc. Murrey also serves on the board of directors of the Coca-Cola Bottling Co. Notably, the CEO and Chairman of Coca-Cola and a former Chairman of Coca-Cola serve on the board of directors of SunTrust Bank with defendants Fuller and Sudderth.

11. The defendants named above in ¶¶6-10 are sometimes collectively referred to herein as the “Individual Defendants.”

DEFENDANTS’ FIDUCIARY DUTIES

12. In any situation where the directors of a publicly traded corporation undertake a transaction that will result in either (i) a change in corporate control or (ii) a break-up of the corporation’s assets, the directors have an affirmative fiduciary obligation to obtain the highest value reasonably available for the corporation’s shareholders, and if such transaction will result in a change of corporate control, the shareholders are entitled to receive a significant premium. To diligently comply with these duties, the directors may not take any action that:

(a) adversely affects the value provided to the corporation’s shareholders;

(b) will discourage or inhibit alternative offers to purchase control of the corporation or its assets;

- 3 -

(d) will otherwise adversely affect their duty to search and secure the best value reasonably available under the circumstances for the corporation’s shareholders; and/or

(e) will provide the directors with preferential treatment at the expense of, or separate from, the public shareholders.

13. In accordance with their duties of loyalty and good faith, the defendants, as directors and/or officers of U.S. Xpress, are obligated to refrain from:

(a) participating in any transaction where the directors’ or officers’ loyalties are divided;

(b) participating in any transaction where the directors or officers receive or are entitled to receive a personal financial benefit not equally shared by the public shareholders of the corporation; and/or

14. Plaintiff alleges herein that the Individual Defendants, separately and together, in connection with the proposed transaction, violated the fiduciary duties owed to plaintiff and the other public shareholders of U.S. Xpress, including their duties of loyalty, good faith, candor, due care and independence, insofar as they stood on both sides of the transaction and engaged in self-dealing and obtained for themselves personal benefits, including personal financial benefits, not shared equally by plaintiff or the Class. As a result of the Individual Defendants’ self-dealing and divided loyalties, neither plaintiff nor the Class will receive adequate or fair value for their U.S. Xpress common stock.

15. Because the Individual Defendants have breached their duties of due care, loyalty and good faith in connection with the proposed transaction, the burden of proving the inherent or entire fairness of the proposed transaction, including all aspects of its negotiation, structure, price and terms, is placed upon the Individual Defendants as a matter of law.

CLASS ACTION ALLEGATIONS

16. Plaintiff brings this action individually and as a class action on behalf of all holders of U.S. Xpress stock who are being and will be harmed by defendants’ actions described below (the

- 4 -

“Class”). Excluded from the Class are defendants herein and any person, firm, trust, corporation, or other entity related to or affiliated with any defendant.

17. This action is properly maintainable as a class action.

18. The Class is so numerous that joinder of all members is impracticable. As of June 21, 2007, there were more than 12 million publicly held shares of U.S. Xpress common stock outstanding.

19. There are questions of law and fact which are common to the Class and which predominate over questions affecting any individual Class member. The common questions include, inter alia, the following:

(a) whether defendants have breached their fiduciary duties of undivided loyalty, independence, due care and/or candor with respect to plaintiff and the other members of the Class in connection with the proposed transaction;

(b) whether the Individual Defendants are engaging in self-dealing in connection with the proposed transaction;

(c) whether plaintiff and the other members of the Class would suffer irreparable injury unless defendants’ conduct is enjoined.

20. Plaintiff’s claims are typical of the claims of the other members of the Class and plaintiff does not have any interests adverse to the Class.

21. Plaintiff is an adequate representative of the Class, has retained competent counsel experienced in litigation of this nature and will fairly and adequately protect the interests of the Class.

22. The prosecution of separate actions by individual members of the Class would create a risk of inconsistent or varying adjudications with respect to individual members of the Class which would establish incompatible standards of conduct for the party opposing the Class.

23. Plaintiff anticipates that there will be no difficulty in the management of this litigation. A class action is superior to other available methods for the fair and efficient adjudication of this controversy.

- 5 -

24. Defendants have acted on grounds generally applicable to the Class with respect to he matters complained of herein, thereby making appropriate the relief sought herein with respect to the Class as a whole.

FACTUAL ALLEGATIONS

25. U.S. Xpress offers truckload services in the United States, Canada, and Mexico. Its services include regional and solo over-the-road, medium-to-long haul rail and solo-driver truck, and dry van truckload services, as well as intermodal rail service through contractual relationships. The Company also offers transportation, warehousing, and distribution services to the floorcovering industry. In addition, it offers Xpress Connect, an electronic data interchange and Internet-based communication tool for use in tendering loads and accessing information, such as cargo position, delivery times, and billing information. As of December 31, 2006, it had a truckload fleet of 7,456 tractors and 858 owner-operator tractors, as well as 20,548 trailers in truckload fleet, approximately 295 tractors dedicated to local and drayage services, and 199 pickup and delivery tractors and 445 trailers. The Company improved its performance over 2005 in a soft freight environment and was designated as a Forbes Platinum 400 Company. In addition, Xpress Global Systems returned to profitability and generated $4.4 million of operating income and, overall, the second best performance year in the Company’s history.

26. On June 22, 2007, the Buyout Group sent a letter to the Board of Directors of U.S. Xpress announcing their intention to pursue a “going-private” transaction in which the Buyout Group would obtain the remaining shares of U.S. Xpress that they do not already own for $20.00 per share in cash (the “Offer”). They also indicated in the letter that they intended to pursue the transaction through a tender offer; that they did not intend to tender their own shares in the offer; nor would they consider any offer to purchase their shares.

27. On July 25, 2007, the Company announced financial results for the second quarter and six months ended June 30, 2007. Specifically, the Company announced increased revenues and that it had achieved its sixth consecutive quarter of improved year-over-year quarterly operating income. Notwithstanding this good news, defendant Quinn made only negative public comments, including references to the “softness in ... demand” and “difficult pricing environment” in the

- 6 -

industry. The Company also announced, for the first time, that they had appointed a special committee to evaluate the Offer and that the special committee had engaged a legal advisor.

28. Not until August 7, 2007, did the Company announce that the special committee had finally retained a financial advisor to assist it in evaluating the Offer which had been made nearly two months prior.

29. The Offer is unfair and inadequate because, among other things:

(a) The value of U.S. Xpress is materially in excess of the Offer, giving due consideration to the Company’s anticipated operating results and future growth prospects; and

(b) The Company’s common stock traded in excess of the Offer price as recently as February 2007, and traded as high as $27.00 per share as recently as October 2006.

30. The Buyout Group has timed the proposal to freeze out U.S. Xpress’s public shareholders in order to capture for itself U.S. Xpress’s future potential without paying an adequate or fair price to the Company’s public shareholders.

31. The Buyout Group timed the announcement of the proposed buyout to place an artificial lid on the market price of U.S. Xpress’s stock so that the market would not reflect U.S. Xpress’s improving potential, thereby purporting to justify an unreasonably low price.

32. The Buyout Group has access to internal financial information about U.S. Xpress, its true value, expected increase in true value and the benefits of 100% ownership of U.S. Xpress to which plaintiff and the Class members are not privy. The members of the Buyout Group are using such inside information to benefit themselves in this transaction, to the detriment of the U.S. Xpress’s public stockholders.

33. The members of the Buyout Group have clear and material conflicts of interest and are acting to better their own interests at the expense of U.S. Xpress’s public shareholders. The Buyout Group, with the acquiescence of the rest of the directors of U.S. Xpress, a majority of whom they control, is engaging in self-dealing and not acting in good faith toward plaintiff and the other members of the Class. By reason of the foregoing, defendants have breached and are breaching their fiduciary duties to the members of the Class.

- 7 -

34. Unless the proposed transaction is enjoined by the Court, defendants will continue to breach their fiduciary duties owed to plaintiff and the members of the Class to the irreparable harm of the members of the Class.

35. Plaintiff and the Class have no adequate remedy at law.

CLAIM FOR RELIEF
For Breach of Fiduciary Duties Against All Defendants

36. Plaintiff repeats and realleges each allegation set forth herein.

37. The Individual Defendants have violated and/or are violating fiduciary duties of care, loyalty, candor and independence owed under Nevada law to the public shareholders of U.S. Xpress and have acted and are acting to put their personal interests ahead of the interests of the Company’s shareholders.

38. By the acts, transactions and courses of conduct alleged herein, the Individual Defendants, individually and acting as a. part of a common plan, are attempting to advance their interests at the expense of plaintiff and other members of the Class.

39. The Individual Defendants have violated and continue to violate their fiduciary duties by attempting to enter into a transaction without regard to the fairness of the transaction to the Company’s shareholders. Defendant U.S. Xpress directly breached and/or aided and abetted the other defendants’ breaches of fiduciary duties owed to plaintiff and the other holders of U.S. Xpress stock.

40. As demonstrated by the allegations above, the Individual Defendants have failed and are failing to exercise the care required, and have breached and are breaching their duties of loyalty, good faith, candor and independence owed to the shareholders of U.S. Xpress because, among other reasons:

(a) they have failed and are failing to properly value U.S. Xpress; and

(b) they are ignoring and/or are not protecting against the numerous conflicts of interest resulting from their own interrelationships or connection with the Offer.

41. Because the Individual Defendants dominate and control the business and corporate affairs of U.S. Xpress, and are in possession of private corporate information concerning the

- 8 -

Company’s assets, business and future prospects, there exists an imbalance and disparity of knowledge and economic power between them and the public shareholders of U.S. Xpress which makes it inherently unfair for them to pursue and/or allow any proposed transaction wherein they will reap disproportionate benefits to the detriment of the Company’s public shareholders.

42. By reason of the foregoing acts, practices and course of conduct, the Individual Defendants have failed and are failing to exercise ordinary care and diligence in the exercise of their fiduciary obligations toward plaintiff and the other members of the Class.

43. As a result of the actions of defendants, plaintiff and the Class are suffering and will suffer irreparable injury as a result of the Individual Defendants’ self dealing.

44. Unless enjoined by this Court, the Individual Defendants will continue to breach their fiduciary duties owed to plaintiff and the Class.

45. The Individual Defendants are engaging in self-dealing, are not acting in good faith toward plaintiff and the other members of the Class, and have breached and are breaching their fiduciary duties to the members of the Class.

46. Unless enjoined by the Court, defendants will continue to breach their fiduciary duties owed to plaintiff and the members of the Class, will not engage in arm’s-length negotiations on the Offer’s terms, and will not supply to the Company’s minority stockholders sufficient information to enable them to make fully informed decisions regarding their ownership of the Company, all to the irreparable harm of plaintiff and the members of the Class.

47. Plaintiff and the members of the Class have no adequate remedy at law. Only through the exercise of this Court’s equitable powers can plaintiff and the Class be fully protected from the immediate and irreparable injury which defendants’ actions threaten to inflict.

PRAYER FOR RELIEF

WHEREFORE, plaintiff prays for judgment and relief as follows:

A. Ordering that this action may be maintained as a class action and certifying plaintiff as the Class representative;

B. Preliminarily and permanently enjoining defendants and all persons acting in concert with them, from proceeding with, consummating or closing the proposed transaction;

- 9 -

C. In the event the proposed transaction is consummated, rescinding it and setting it aside or awarding rescissory damages to the Class;

D. Awarding plaintiff the costs of this action, including reasonable allowance for plaintiff’s attorneys’ and experts’ fees;

E. Granting such other and further relief as this Court may deem just and proper.


DATED: August 28, 2007		THE O’MARA LAW FIRM, P.C.
		WILLIAM M. O’MARA
		DAVID C. O’MARA
		BRIAN O. O’MARA /s/ Brian O. O’Mara
		BRIAN O. O’MARA

		311 E. Liberty Street
		Reno, NV 89501
		Telephone: 775/323-1321
		775/-323-4082 (fax)

		THE WEISER LAW FIRM, PC
		PATRICIA C. WEISER
		DEBRA S. GOODMAN
		SANDRA D. SMITH
		121 N. Wayne Avenue, Suite 100
		Wayne, PA 19087
		Telephone: 610/225-2677
		610/225-2678 (fax)

		LERACH COUGHLIN STOIA GELLER
		RUDMAN & ROBBINS LLP
		DARREN J. ROBBINS
		RANDALL J. BARON
		A. RICK ATWOOD, JR.
		655 West Broadway, Suite 1900
		San Diego, CA 92101
		Telephone: 619/231-1058
		619/231-7423 (fax)

		Attorneys for Plaintiff

- 10 -

U.S. XPRESS ENTERPRISES, INC. VERIFICATION

I, Ronald S. Wiesenthal, hereby verify that I am familiar with the allegations in the Complaint, and that I have authorized the filing of the Complaint, and that the foregoing is true and correct to the best of my knowledge, information and belief.


DATE: 8/21/2007		/s/ Ronald S. Wiesenthal
		SIGNATURE

AFFIRMATION

(Pursuant to NRS 239B. 030)

The undersigned does hereby affirm that the preceding document filed in Case No.

Document does not contain the social security number of any person

-OR-

Document contains the social security number of a person as required by:

	o		A specific state or federal law, to wit:


	o		A specific state or federal law, to wit:

-or-

For the administration of a public program

-or-

For an application for a federal or state grant

-or-

Confidential Family Court Information Sheet (NRS 125.130, NRS 125.230 and NRS 125B.055)

DATED: 8/28/2007.


		THE O’MARA LAW FIRM, PC
		BY:	/s/ Brian O. O’Mara
			BRIAN O. O’MARA, ESQ.

EX-99.(C) 12 c18208bexv99wxcy.htm STIFEL REPORT exv99wxcy

EXHIBIT (c)

Confidential

Preliminary Report For:

The Purchaser

Subject to Legal Review

Prepared By:

June 22, 2007

Table of Contents

I. Introduction

II. Preliminary Observations

III. Comparable Public Company Analysis

IV. Selected Asset-Based Truckload Acquisition Transactions Analysis

V. Summary of Going Private Transactions Analysis

VI. Summary of Implied Multiple Analysis – “Equity Analyst Research” Estimates Available to Stifel Nicolaus

VII. Summary of Management Case

Appendices

A. Historical Share Price Summary and Trading Analysis

B. Share Count Analysis

C. Research Report – “Trimming 2Q07 EPS Estimates for 13 Companies Due to Still-Soft Freight Market”

D. Criteria and Selection of Public Transportation Comparable Companies – Asset-Based Truckload Sector

E. Going Private Transactions Analysis

F. Management Case Projections

I. Introduction

Introduction

Stifel, Nicolaus & Company, Incorporated (“Stifel Nicolaus” or “we”) has been engaged by the Purchaser to serve as the Purchaser’s exclusive financial advisor in connection with a potential going private transaction (the “Transaction”) involving U.S. Xpress. The Purchaser has requested Stifel Nicolaus to prepare a preliminary report (“Preliminary Report”) for the Purchaser in connection with a potential Transaction. This Preliminary Report reflects our preliminary analyses of U.S. Xpress and a potential Transaction and is subject to the assumptions and qualifications set forth herein. Our Preliminary Report is intended to serve solely as a guide for discussions with the special committee of the board of directors of U.S. Xpress in connection with the Purchaser’s potential Transaction. Stifel Nicolaus did not prepare the Preliminary Report to recommend or provide support for a fair or appropriate offer price for the Class A Shares of U.S. Xpress not held by the Purchaser. Had Stifel Nicolaus intended to do so, the information and comparisons presented in the Preliminary Report may have been different. Moreover, Stifel Nicolaus was not asked to, and has not, delivered a valuation of U.S. Xpress or a fairness opinion to the Purchaser or any other party (including U.S. Xpress) in connection with a potential Transaction; accordingly, this Preliminary Report does not constitute a valuation of U.S. Xpress or a fairness opinion and is provided for informational purposes only.

Our Preliminary Report is necessarily based upon economic, market, financial and other conditions as they exist on, and on the information made available to us as of, the date of this presentation to the Purchaser, and subsequent developments may affect the analyses or information set forth in this Preliminary Report. The analyses described in this Preliminary Report do not purport to be indicative of actual future results, or to reflect the prices at which any securities may trade in the public markets, which may vary depending upon various factors, including changes in interest rates, dividend rates, market conditions, economic conditions and other factors that influence the price of securities. Stifel Nicolaus does not have any obligation to update, revise or reaffirm this Preliminary Report. This Preliminary Report does not consider, address or include the legal, tax or accounting consequences of the Transaction on the Purchaser, U.S. Xpress or the holders of U.S. Xpress’ securities.

In connection with the preparation of this Preliminary Report, we have relied upon and assumed, without independent verification, the accuracy and completeness of all financial and other information that was made available, supplied, or otherwise communicated to Stifel Nicolaus by or on behalf of the Purchaser, and other publicly available information, particularly regarding U.S. Xpress. We have also relied upon and assumed, without independent verification, that we were entitled to receive all information pertaining to U.S. Xpress that was provided to us by the Purchaser. We have further relied upon the assurances of the Purchaser that they are unaware of any facts that would make such information incomplete or misleading. Stifel Nicolaus has also relied upon the management of the Purchaser as to the reasonableness and achievability of the financial forecasts and projections (and the assumptions and bases therein) provided to us by the Purchaser, and we have assumed such forecasts and projections were reasonably prepared on bases reflecting the best currently available estimates and judgments of the Purchaser as to the future operating performance of U.S. Xpress. Stifel Nicolaus has relied on these forecasts without independent verification or analyses and does not in any respect assume any responsibility for the accuracy or completeness thereof.

Stifel Nicolaus has not been requested to make, and has not made, an independent evaluation or appraisal of the assets, properties, facilities, or liabilities (contingent or otherwise) of U.S. Xpress, and has not been furnished with any such appraisals or evaluations. Estimates of values of companies and assets do not purport to be appraisals or necessarily reflect the prices at which companies and assets may actually be sold. Because such estimates are inherently subject to uncertainty, Stifel Nicolaus assumes no responsibility for their accuracy.

The preparation of a report such as this Preliminary Report is a complex process and is not necessarily susceptible to a partial analysis or summary description. No company or transaction used in any analysis as a comparison is identical to U.S. Xpress or the Transaction, and they all differ in material ways. Accordingly, an analysis of the results described in this Preliminary Report is not mathematical; rather it involves complex considerations and judgments concerning differences in financial and operating characteristics of the companies and other factors that could affect the public trading value of the comparable companies or transactions to which they are being compared.

None of the analyses performed by Stifel Nicolaus was assigned a greater significance by Stifel Nicolaus than any other, nor does the order of analyses described represent relative importance or weight given to those analyses by Stifel Nicolaus.

It is understood that this Preliminary Report is solely for the information of, and directed to, the Purchaser in its evaluation of a potential Transaction and is not to be relied upon by any shareholder of U.S. Xpress or any other person or entity. This Preliminary Report does not constitute a valuation, a fairness opinion or recommendation to the Purchaser or any other party (including U.S. Xpress) as to how the Purchaser or any other party (including U.S. Xpress) should vote or act with respect to the Transaction. Additionally, this Preliminary Report does not compare the relative merits of a potential Transaction with any other alternative transaction or business strategy which may be available to the Purchaser or U.S. Xpress. We have not explored alternatives to the Transaction or solicited the interest of any other parties in pursuing transactions with the Purchaser or U.S. Xpress. This Preliminary Report is not to be quoted or referred to, in whole or in part, in any registration statement, prospectus or proxy statement, or in any other document used in connection with the offering or sale of securities or to seek approval for a potential Transaction, nor shall this Preliminary Report be used for any other purposes, without the prior written consent of Stifel Nicolaus other than as specifically set forth in Stifel Nicolaus’ engagement letter agreement with the Purchaser.

Our Preliminary Report contains research reports and other material prepared by John Larkin, a Stifel Nicolaus research analyst who is not part of Stifel Nicolaus’ Investment Banking Department or aware of or involved in any way in the potential Transaction or Stifel Nicolaus’ engagement by the Purchaser. The views of Mr. Larkin are provided for informational purposes only. None of the information reflecting Mr. Larkin’s views was reviewed or prepared by Mr. Larkin specifically for inclusion in this Preliminary Report.

In connection with our role as financial advisor to the Purchaser, we will receive a fee upon the consummation of a Transaction. In addition, the Purchaser has agreed to indemnify us for certain liabilities arising out of our engagement. Although we are acting as the Purchaser’s exclusive financial advisor in connection with a potential Transaction with U.S. Xpress, we are not acting as a lender or other financing source to the Purchaser in connection with the Transaction. In the past, Stifel Nicolaus has provided investment banking services to U.S. Xpress from time-to-time for which it has received customary fees. In the ordinary course of business, Stifel Nicolaus makes a market in U.S. Xpress’ common stock and Stifel Nicolaus or its affiliates may at any time hold a long or short position in such securities.

II. Preliminary Observations

Discussion of Preliminary Observations

We have reviewed certain publicly available business and financial information concerning U.S. Xpress. Information includes, but is not limited to, U.S. Xpress’ Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2007, Annual Report on Form 10-K for the fiscal years ended December 31, 2003 to 2006, Schedule 14A filed April 11, 2007, “Equity Analyst Research” reports and U.S. Xpress’ website.

U.S. Xpress is the fourth largest publicly traded truckload carrier in the United States, measured by revenue, according to Transport Topics, a publication of the American Trucking Association. Its primary business is offering a broad range of truckload services to customers throughout the United States and in portions of Canada and Mexico. U.S. Xpress also offers transportation, warehousing, and distribution services to the floor-covering industry. Its growth has come through expansion of business with new and existing customers and complementary acquisitions. U.S. Xpress’ operating revenue increased 26.4% to $1.5 billion in 2006 from $1.2 billion in 2005. Net income for the year increased 113.1% to $20.1 million, or $1.29 per diluted share, compared with net income of $9.4 million, or $0.59 per diluted share for the prior year period.

We note that U.S. Xpress’ truckload operating ratio for the years ended December 31, 2003 to 2006 ranged from a high of 97.9% in 2005 and reached a low of 96.1% in 2006. We note that U.S. Xpress’ operating ratio has been deteriorating since 2006 and an “Equity Analyst Research” report indicates that it is expected to deteriorate from 96.1% in 2006 to 96.9% for fiscal year ending December 31, 2007. U.S. Xpress’ operating performance as measured by its operating ratio ranks tenth out of twelve publicly traded asset-based truckload carriers.

We note that U.S. Xpress’ equity market capitalization, at approximately $220 million, as of June 21, 2007, ranked eighth out of twelve publicly traded asset-based truckload carriers; equity market capitalizations of the twelve publicly traded asset-based truckload carriers ranged from $4,392 million to $160 million.

We note that U.S. Xpress’ latest twelve months (“LTM”) return on assets of 2.0%, return on equity of 7.0%, and return on invested capital (“ROIC”) of 4.9% rank eleventh, eighth and eighth, respectively, out of twelve publicly traded asset-based truckload carriers.

Finally, we note that U.S. Xpress’ enterprise value as a multiple of LTM earnings before interest, taxes, depreciation and amortization (“EBITDA”) is 4.8x, tied for eighth out of twelve publicly traded asset-based truckload carriers.

We have provided a Historical Share Price Summary and Trading Analysis (Appendix A). We compared U.S. Xpress’ historical share price performance to the S&P 500 and an index of four selected publicly traded comparable companies for the three-month, six-month, one-year and two-year period ended June 20, 2007. We also prepared a one-year and two-year price volume histogram of U.S. Xpress. We note that U.S. Xpress’ relative price performance has significantly lagged the S&P 500 and an index of four selected publicly traded comparable companies over the selected time periods ended June 20, 2007. We also note that more than 190% of U.S. Xpress’ “float” traded at prices below $19.00 during the one-year period ended June 20, 2007.

We also provided a Share Count Analysis (Appendix B) consisting of a Shareholder Profile and an Institutional Shareholder Analysis. We note that the Owners of the Purchaser owned 6,398,334 Class A and Class B Shares, representing 41% of the 15,526,068 Class A Shares and Class B Shares outstanding and representing 51% of the total voting rights of the Class A Shares and Class B Shares. Institutional shareholders owned more than 90% of the voting rights of the Class A Shares and Class B Shares not held by the Owners of the Purchaser.

III. Comparable Public Company Analysis

Discussion of Current Freight Market

As noted by John Larkin, Stifel Nicolaus’ Transportation & Logistics Research Analyst:

The second quarter of 2007 to-date has not provided a notably better demand environment for transportation companies than did the first quarter of 2007. Freight volumes remain weak, which has been reflected various industry data sources. For example, the American Trucking Associations’ monthly seasonally-adjusted truck tonnage index fell 2.7% year-over-year in April; quarter-to-date U.S. rail carloads have declined 3.8% year-over-year; quarter-to-date U.S. rail intermodal loads have fallen 3.0% year-over-year, air cargo RTMs declined 2.0% year-over-year in April; and the list goes on. Anecdotes from our companies under coverage also indicate that 2Q07 has been a bit tougher than initially anticipated. Freight in the second quarter can best be characterized as “spotty” or “inconsistent” – while we had anticipated that freight would gradually improve throughout 2Q07 in a more consistent fashion.

As a result, we are trimming our 2Q07 EPS estimates for 13 of the 29 companies we cover, 12 of which are trucking companies. While the railroads have also faced softer demand relative to 2006 levels in 2Q07, the rail sector of the industry continues to benefit from a solid pricing environment, which should buoy 2Q07 EPS results. We believe that parcel companies under our coverage, UPS (UPS; Hold; $73.95) and FedEx, also do not require near-term EPS estimate reductions due to their exposure to still-rapidly-growing international markets, a solid oligopoly pricing environment, and continued secular growth in e-commerce shipments. The only non-trucking company for which we are lowering EPS estimates is Pacer International (PACR; Hold;) as the company appears likely to be squeezed a bit in the second quarter by ongoing pricing leverage at its suppliers (i.e. the railroads) and softer intermodal demand industrywide.

We are leaving our other forward EPS estimates unchanged, as we remain cautiously optimistic that 2H07 will be both sequentially better than 1H07 and better year-over-year than 2H06 (though not as robust as 2H04 and 2H05), for the following reasons:

	§		May retail sales rebounded from depressed April levels.

	§		The spike in inventories that developed in 2H06 has largely been drawn down.

	§		U.S. manufacturing production appears to be strengthening.

	§		Additional transloading is likely to absorb some incremental truckload/container-load capacity later this year, contributing some to a tighter supply/demand environment.

	§		The industry will lap the dramatic downturns in the automotive and construction sectors, which began last year, in 3Q07.

Given this outlook, we expect investor sentiment to gradually improve towards the transportation group during 2H07, which should foretell improved share price performance for most transportation names. Our favorite names to own heading into the second half of 2007 include: Old Dominion Freight Line (ODFL; Buy; $30.43), J.B. Hunt Transport Services (JBHT; Buy; $29.38), FedEx Corp. (FDX; Buy; $110.78), and Norfolk Southern Corp. (NSC; Buy; $55.41).

We have attached Mr. Larkin’s report, dated June 15, 2007 and entitled, “Trimming 2Q07 EPS Estimates for 13 Companies Due to Still-Soft Freight Market”, as Appendix C.

Selection of Comparable Companies

Stifel Nicolaus initially compared U.S. Xpress to eleven other publicly traded asset-based truckload carriers: Celadon Group, Inc. (“Celadon”), Covenant Transport Group, Inc. (“Covenant”), Frozen Food Express Industries, Inc. (“Frozen Food Express”), Heartland Express, Inc. (“Heartland Express”), J.B. Hunt Transport Services, Inc. (“J.B. Hunt Transport”), Knight Transportation, Inc. (“Knight Transportation”), Marten Transport, Ltd. (“Marten Transport”),

P.A.M. Transportation Services, Inc. (“P.A.M. Transportation Services”), Patriot Transportation Holding, Inc. (“Patriot Transportation”), USA Truck, Inc. (“USA Truck”), and Werner Enterprises, Inc. (“Werner Enterprises”). From this larger reference group we eliminated the carriers with market capitalization over $1.0 billion because their liquidity generally provides enhanced trading valuation that is inapplicable to U.S. Xpress. Moreover, the historical operating performance of these companies (J.B. Hunt Transport, Knight Transportation, Heartland Express, Werner Enterprises) has been more consistent and markedly better than the performance of U.S. Xpress. We also excluded the refrigerated carriers (Frozen Food Express, Marten Transport) as being subject to different market forces in the current shipping environment, as well as differences in operations. We excluded Patriot Transportation as inapplicable based on its valuation being substantially based on real estate holdings. Please see Exhibit D for additional information.

Based on its analysis, Stifel Nicolaus selected Celadon, Covenant, P.A.M. Transportation Services and USA Truck as the publicly traded, asset-based truckload carriers most comparable to U.S. Xpress, based on similarity of business segment, equity market capitalization and total enterprise value. In deeming these companies to be most similar to U.S. Xpress, Stifel Nicolaus noted that U.S. Xpress’ market capitalization fell between the mean and median market capitalization of the companies included as comparable companies, based on the closing prices on June 21, 2007. Moreover, based on the June 21 closing price, U.S. Xpress’ trading multiples of 2007 estimated net income, tangible book value, LTM EBITDA, and LTM earnings before interest and taxes (“EBIT”) were all between the mean and median of those measures for the comparable companies. U.S. Xpress’ June 21 trading multiples of 2006 actual and 2008 estimated net income, total book value, and LTM revenue were below the mean and median of those measures for the comparable companies.

The table below sets forth selected statistical information about the comparable companies and U.S. Xpress.

Summary of Stifel Nicolaus Selected Public Transportation Comparable Companies

($ in millions, except per share data)

Equity value as a multiple of

Enterprise value as a multiple of

Price

Market

Total

Cash &

Net Earnings

Book

Tang. Book

LTM

Company name (Ticker)

6/21/07

Cap.

Debt

Equiv.

TEV (a)

2006A

2007E(b)

2008E(b)

Value

Revenue

EBITDA

EBIT

ROIC

Truckload

Celadon Group (CLDN)

16.46

388.2

66.9

1.8

453.3

16.0x

17.0x

13.8x

2.8x

3.2x

0.9x

7.8x

11.2x

15.1

Covenant Transport (CVTI)

11.31

158.3

164.5

4.3

318.4

0.8x

1.1x

0.5x

0.8

P.A.M. Transportation Svcs. (PTSI)

19.45

200.1

41.3

1.2

240.2

11.2x

15.5x

12.6x

1.1x

1.2x

0.6x

4.1x

9.9x

6.9

USA Truck (USAK)

15.85

182.4

96.1

5.3

273.2

14.7x

18.5x

1.2x

0.6x

4.0x

12.8x

4.6

Min

158.3

41.3

1.2

240.2

11.2x

15.5x

12.6x

0.8x

1.1x

0.5x

4.0x

9.9x

0.8

Mean

232.2

92.2

3.1

321.3

13.9x

16.2x

15.0x

1.5x

1.7x

0.6x

5.3x

11.3x

6.8

Median

191.3

81.5

3.1

295.8

14.7x

16.2x

13.8x

1.1x

1.2x

0.6x

4.1x

11.2x

5.8

Max

388.2

164.5

5.3

453.3

16.0x

17.0x

18.5x

2.8x

3.2x

0.9x

7.8x

12.8x

15.1

Target

14.23

216.6

362.5

3.5

575.7

11.0x

18.1x

10.8x

0.9x

1.4x

0.4x

4.8x

11.2x

4.9


(a)		Total Enterprise Value = Market Capitalization of Equity + Total Debt - Cash + Market Value of Minority Interest.

(b)		Bloomberg consensus estimates.

Excludes non-recurring items.

Calculations may vary due to rounding.

Source: Company data, Bloomberg, and Stifel Nicolaus estimates.

Discussion of Comparable Companies

Celadon Group, Inc.

Celadon is one of North America’s twenty largest truckload carriers as measured by revenue. Celadon generated $480.2 million in operating revenue during its fiscal year ended June 30, 2006. Celadon has grown significantly since its incorporation in 1986 through internal growth and a series of acquisitions since 1995.

As a dry van truckload carrier, Celadon generally transports full trailer loads of freight from origin to destination without intermediate stops or handling. Celadon’s customer base includes Fortune 500 shippers such as Alcoa, Carrier Corporation, International Truck & Engine, John Deere, Kohler Company, Mercedes-Benz, Philip Morris, Phillips Lighting and Wal-Mart.

In Celadon’s international operations, Celadon offers time-sensitive transportation in and between the United States and its two largest trading partners, Mexico and Canada. Celadon generated approximately one-half of its revenue in fiscal year 2006 from international movements and believes its annual border crossings make it the largest provider of international truckload movements in North America.

Celadon believes its international operations, particularly those involving Mexico, offer an attractive business niche for several reasons. The additional complexity and the need to establish cross border business partners and to develop a strong organization and an adequate infrastructure in Mexico afford some barriers to competition that are not present in traditional U.S. truckload service. In addition, the expected continued growth of Mexico’s economy, particularly exports to the U.S., position it to capitalize on its cross-border expertise.

Stifel Nicolaus believes Celadon’s operating statistics and corresponding financial metrics fairly represent management’s superior execution of its unique strategy and explains its premium value when compared to U.S. Xpress and the other comparable companies.

Covenant Transport Group, Inc.

Covenant is one of the ten largest truckload carriers in the United States as measured by 2005 revenue, according to Transport Topics. Covenant is a major carrier for traditional truckload customers such as manufacturers and retailers, as well as for transportation companies such as freight forwarders, less-than-truckload carriers, and third-party logistics providers that require a high level of service to support their businesses.

Covenant was founded as a provider of expedited long-haul freight transportation, primarily using two-person driver teams in transcontinental lanes. Beginning in the late 1990’s and continuing into 2001, a combination of customer demand for additional services, changes in freight distribution patterns, a desire to reduce exposure to the more cyclical and seasonal long-haul markets and a desire for additional growth markets convinced Covenant to offer additional services. Through the acquisitions of Bud Meyer Truck Line and Southern Refrigerated Transport, Covenant entered the refrigerated market. Through the acquisitions of Harold Ives Trucking, Con-Way Truckload Services and Star Transportation, Covenant developed a significant solo-driver operation. In addition, over the past several years, Covenant internally developed the capacity to provide dedicated fleet and freight brokerage services.

Stifel Nicolaus believes that despite these changes in operations, Covenant’s lack of profit performance renders its earnings per share (“EPS”) multiples and LTM EBITDA multiple not meaningful on a

statistical basis. Accordingly, we have removed Covenant’s financial statistics for those metrics from our calculations.

P.A.M. Transportation Services, Inc.

P.A.M. Transportation Services is a dry van truckload carrier transporting general commodities throughout the continental United States, as well as in the Canadian provinces of Ontario and Quebec. P.A.M. Transportation Services also provides transportation services in Mexico under agreements with Mexican carriers. Freight hauled consists primarily of automotive parts, consumer goods, such as general retail store merchandise, and manufactured goods, such as heating and air conditioning units.

P.A.M. Transportation Services’ operations can generally be classified into truckload services or brokerage and logistics services. Truckload services include those transportation services in which company owned tractors or owner-operator owned tractors are utilized for the pickup and delivery of freight. The brokerage and logistics services consist of services such as transportation scheduling, routing, mode selection, transloading, and other value-added services related to the transportation of freight which may or may not involve the usage of company owned or owner-operator owned equipment. Both P.A.M. Transportation Services’ truckload operations and broker and logistics operations have similar economic characteristics and are impacted by virtually the same economic factors. Truckload services operating revenues, before fuel surcharges, represented 87.8%, 88.0% and 86.4% of total operating revenues for the years ended December 31, 2006, 2005 and 2004, respectively. P.A.M. Transportation Services’ remaining operating revenues, before fuel surcharge for the same periods were generated by brokerage and logistics services, representing 12.2%, 12.0% and 13.6%, respectively. Approximately 99% of P.A.M. Transportation Services’ revenues are generated by operations conducted in the U.S. and all of its assets are located or based in the U.S.

Stifel Nicolaus believes P.A.M. Transportation Services’ operating statistics and corresponding financial metrics fairly represent management’s above average execution of its strategy, even though characteristics of the U.S. economy have dampened results and future prospects.

USA Truck, Inc.

USA Truck is a dry van truckload carrier transporting general commodities throughout the continental United States and into and out of Mexico and portions of Canada. For shipments into Mexico, USA Truck transfers trailers to tractors operated by Mexican trucking companies, with which USA Truck has contracts, at its facility in Laredo, Texas. USA Truck transports many types of freight and provides complementary third-party logistics and freight brokerage services for a diverse customer base, including such industries as industrial machinery and equipment, rubber and plastics, retail stores, paper products, durable consumer goods, metals, electronics and chemicals.

USA Truck conducts its truckload freight services through three divisions that comprise the Trucking segment of its operations, consisting of transportation services in which company owned or owner-operator equipment is utilized for the pick-up and delivery of freight. Its General Freight division transports freight over irregular routes, with a medium length of haul, generally defined as between 800 and 1,200 miles per trip. Its Dedicated Freight division provides similar transportation services, but pursuant to agreements whereby its equipment is made available to a specific customer for shipments over particular routes at specified times. In the early 2000’s, a combination of customer demand for additional services, changes in freight distribution patterns and a desire to reduce the impact on USA Truck’s business of the more cyclical long-haul markets caused it to begin providing regional freight services. Its Regional Freight division, which was established in 2004, provides truckload transportation services with a length of haul of approximately 500 miles in areas surrounding three of its facilities. Its Regional Freight division allows USA Truck access to the large market for regional freight services and

provides lifestyle advantages to its drivers. At December 31, 2006, USA Truck’s Trucking fleet consisted of 2,552 tractors and 6,770 trailers.

Through its Freight Brokerage and Third-Party Logistics divisions, which comprise its USA Logistics operating segment, USA Truck provides services such as transportation scheduling, routing and mode selection, which typically do not involve the use of company owned or owner-operator equipment. USA Truck has traditionally provided these services primarily as supplemental services to customers who have also engaged USA Truck to provide truckload freight services. In 2006, USA Truck started strategically redeploying its resources and attention away from the more complicated third-party logistics services and toward its Trucking and Freight Brokerage operations.

Stifel Nicolaus believes USA Truck’s operating statistics and corresponding financial metrics fairly represent management’s execution of its strategy, even though characteristics of the U.S. economy have dampened results and future prospects.

U.S. Xpress

U.S. Xpress is the fourth largest publicly traded truckload carrier in the United States, measured by revenue, according to Transport Topics. Its primary business is offering a broad range of truckload services to customers throughout the United States and in portions of Canada and Mexico. U.S. Xpress also offers transportation, warehousing, and distribution services to the floor-covering industry. Since becoming a public company, U.S. Xpress has increased its revenue to $1.5 billion in 2006 from $215.4 million in 1994, a compound annual growth rate of 17.4%. Its growth has come through expansion of business with new and existing customers and complementary acquisitions. U.S. Xpress’ operating revenue increased 26.4% to $1.5 billion in 2006 from $1.2 billion in 2005. Net income for the year increased 113.1% to $20.1 million, or $1.29 per diluted share, compared with net income of $9.4 million, or $0.59 per diluted share for the prior year period.

U.S. Xpress’ truckload segment, Arnold Transportation, Inc. (“Arnold”), and Total Transportation of Mississippi LLC (“Total”), which comprised approximately 94% of U.S. Xpress’ total operating revenue in 2006, include the following six strategic business units, each of which U.S. Xpress believes is significant in its market:


§	U.S. Xpress dedicated	U.S. Xpress’ approximately 1,620 tractor dedicated unit offers customers dedicated equipment, drivers, and on-site personnel to address customers’ needs for committed capacity and service levels, while affording consistent equipment utilization during the contract term.

§	U.S. Xpress regional and solo over-the-road	U.S. Xpress’ approximately 3,050 tractor regional and solo over-the-road unit offers customers a high level of service in dense freight markets of the Southeast, Midwest, and West, in addition to providing nationwide coverage.

§	U.S. Xpress expedited intermodal rail	U.S. Xpress’ railroad contracts for high-speed train service enable it to provide customers incremental capacity and transit times comparable to solo-driver service in medium-to-long haul markets, while lowering costs.

§	U.S. Xpress expedited team	U.S. Xpress’ approximately 750 team driver unit offers customers a

U.S. Xpress primarily generates revenue by transporting freight for its customers. Generally, it is paid a predetermined rate per mile for its truckload services. U.S. Xpress enhances its truckload revenue by charging for tractor and trailer detention, loading and unloading activities, and other specialized services, as well as through the collection of fuel surcharges to mitigate the impact of increases in the cost of fuel. The main factors that affect U.S. Xpress’ truckload revenue are the revenue per mile it receives from customers, the percentage of miles for which U.S. Xpress is compensated, and the number of shipments and miles U.S. Xpress generates. These factors relate, among other things, to the general level of economic activity in the United States, inventory levels, specific customer demand, the level of capacity in the trucking industry, and driver availability. U.S. Xpress’ primary measures of revenue generation for its truckload business are average revenue per loaded mile and average revenue per tractor per week, in each case excluding fuel surcharge revenue.

The main factors that impact U.S. Xpress’ profitability in terms of expenses are the variable costs of transporting freight for its customers. These costs include fuel expense, driver-related expenses, such as wages, benefits, training, and recruitment, and purchased transportation expenses, which include compensating independent contractors and providers of expedited intermodal rail services. Expenses that have both fixed and variable components include maintenance and tire expense and its total cost of insurance and claims. These expenses generally vary with the miles U.S. Xpress travels but also have a controllable component based on safety, fleet age, efficiency, and other factors. U.S. Xpress’ main fixed costs include rentals and depreciation of long-term assets, such as revenue equipment and terminal facilities, and the compensation of non-driver personnel.

Stifel Nicolaus believes that U.S. Xpress’ operating statistics and corresponding financial metrics fairly represent management’s execution of its strategy, even as weak freight volumes, customer demand, excess capacity and tight driver availability have dampened results and future prospects. We note that U.S. Xpress expects continued year-over-year deterioration of its operating ratio.

Summary Implied Multiples and Financial Metrics at Various Prices Compared to Summary Selected Comparable Company Statistics

	§		Equity value as a multiple of 2006 actual net income.

	§		Equity value as a multiple of 2007 estimated net income.

	§		Equity value as a multiple of 2008 estimated net income.

	§		Equity value as a multiple of book value.

	§		Equity value as a multiple of tangible book value.

	§		Enterprise value as a multiple of latest twelve months EBITDA.

	§		Enterprise value as a multiple of latest twelve months EBIT.

The table set forth below provides the statistics reviewed by Stifel Nicolaus above.

Summary Selected Comparable Company Statistics

($ in millions)

Equity value as a multiple of

Enterprise value as a multiple of

Market

Total

Cash &

CY Net Income

Book

Tang. Book

LTM

Cap.

Debt

Equiv.

TEV (a)

2006A

2007E(b)

2008E(b)

Value

Revenue

EBITDA

EBIT

ROIC

Selected Comparable Companies (c)

Min

158.3

41.3

1.2

240.2

11.2x

15.5x

12.6x

0.8x

1.1x

0.5x

4.0x

9.9x

0.8

Mean

232.2

92.2

3.1

321.3

13.9x

16.2x

15.0x

1.5x

1.7x

0.6x

5.3x

11.3x

6.8

Median

191.3

81.5

3.1

295.8

14.7x

16.2x

13.8x

1.1x

1.2x

0.6x

4.1x

11.2x

5.8

Max

388.2

164.5

5.3

453.3

16.0x

17.0x

18.5x

2.8x

3.2x

0.9x

7.8x

12.8x

15.1




(a)		Total Enterprise Value = Market Capitalization of Equity + Total Debt - Cash + Market Value of Minority Interest.

(b)		Bloomberg consensus estimates.

(c)		Selected comparable companies include: CLDN, CVTI, PTSI and USAK.

Excludes non-recurring items.

Calculations may vary due to rounding.

Source: Company data and Bloomberg estimates.

Comparable Public Company Analysis

($ in millions, except per share data)


	CY 2006 Net Income				CY 2007E Net Income				CY 2008E Net Income				Book Value
	Mean		Median		Mean		Median		Mean		Median		Mean		Median
Implied Enterprise Value	$	632.9	$	647.2	$	677.8	$	677.8	$	653.5	$	630.9	$	720.8	$	638.7
Implied Equity Value	$	273.9	$	288.2	$	318.7	$	318.7	$	294.5	$	271.9	$	361.7	$	279.7
Implied Share Price	$	17.99	$	18.93	$	20.94	$	20.94	$	19.35	$	17.86	$	23.76	$	18.37


	Tangible Book Value				LTM EBITDA				LTM EBIT
	Mean		Median		Mean		Median		Mean		Median
Implied Enterprise Value	$	608.2	$	537.6	$	650.8	$	499.1	$	592.1	$	585.2
Implied Equity Value	$	249.2	$	178.6	$	291.7	$	140.1	$	233.1	$	226.2
Implied Share Price	$	16.37	$	11.73	$	19.16	$	9.20	$	15.31	$	14.86

In evaluating the information set forth above, Stifel Nicolaus noted the following:

The median information in certain instances was skewed by the small number of companies in the sample. Thus, Stifel Nicolaus would tend to place more weight on the mean data, although Stifel Nicolaus did not prepare any weighted calculations.

	§		The calendar year 2007 estimated net income implied valuation was affected by the multiple of one comparable company with a price to earnings multiple of 30.3x. This multiple is outside the norm because of very depressed earnings and should not be considered indicative. Accordingly, we removed that company from the 2007 estimated net income valuation, which resulted in a mean and median implied share price of $20.94, based on calendar year 2007 estimated net income.

	§		U.S. Xpress has a much a higher percentage of intangible assets as a component of book value than the comparable companies as a group. Accordingly, the valuation data based on tangible book value may be more relevant than total book value.

	§		The LTM revenue implied valuation was excluded from the mean and median calculations because the implied valuation range exhibited an extreme variance and Stifel Nicolaus did not believe that this valuation measure was meaningful because investors and/or acquirors generally do not utilize this metric in determining valuation.

The average median valuation (weighting all seven valuation methods equally) was $15.98, and the average mean valuation was $18.98.

Stifel Nicolaus applied a range of $19.00 to $20.50 and computed U.S. Xpress’ implied multiples and financial metrics. Stifel Nicolaus noted that the selected range from $19.00 to $20.50 exceeds the average median and mean valuations of the comparable companies in most cases under the valuation methods set forth above.

The table below sets forth U.S. Xpress’ implied multiples and financial metrics over the selected range of Class A Share prices.

Target Implied Multiples and Financial Metrics at Various Prices

($ in millions, except per share data)


														Equity value as a multiple of										Enterprise value as a multiple of
			Premium to			Market		Total		Cash &				CY Net Income						Book		Tang. Book		LTM		LTM		LTM		LTM
	Price		Close (a)			Cap.		Debt		Equiv.		TEV (b)		2006A		2007E(c)		2008E(c)		Value		Value		Revenue		EBITDA		EBIT		ROIC
Target	$	19.00		33.5	%	$	291.6	$	362.5	$	3.5	$	650.6		14.7x		24.1x		14.5x		1.2x		1.9x		0.4x		5.3x		12.4x		4.9	%
		19.50		37.0	%		299.4		362.5		3.5		658.5		15.1x		24.8x		14.8x		1.2x		2.0x		0.4x		5.3x		12.6x		4.9	%
		20.00		40.5	%		307.3		362.5		3.5		666.3		15.5x		25.4x		15.2x		1.2x		2.0x		0.4x		5.4x		12.7x		4.9	%
		20.50		44.1	%		315.1		362.5		3.5		674.2		15.9x		26.0x		15.6x		1.3x		2.1x		0.4x		5.5x		12.9x		4.9	%





(a)		Closing price as of 6/21/07.

(b)		Total Enterprise Value = Market Capitalization of Equity + Total Debt - Cash + Market Value of Minority Interest.

(c)		Bloomberg consensus estimates.

Excludes non-recurring items.

Calculations may vary due to rounding.

Source: Company data and Bloomberg estimates.

IV. Selected Asset-Based Truckload Acquisition Transactions Analysis

Selection of Comparable Transactions

In developing a list of comparable transactions, Stifel Nicolaus focused on acquisitions of publicly traded, asset-based truckload carriers since 2000. Stifel Nicolaus believed these transactions were the most relevant for purposes of comparison for several reasons, including the following:

	§		Transactions involving public company targets were more relevant than private company transactions because the Securities and Exchange Commission’s reporting requirements and more consistent accounting methods made available information more reliable for comparison purposes.

	§		Transactions involving asset-based companies were more relevant than asset-light company transactions because of the substantial free cash flow and valuation advantages afforded asset-light companies.

	§		Transactions involving truckload company targets were more relevant than less-than-truckload, or LTL, company targets because the lower maintenance capital expenditure requirement of LTL companies may afford them a higher multiple of EBITDA, all else equal.

	§		Transactions since 2000 were more relevant than older transactions because of changes in the competitive landscape.

Western Express, Inc. To Acquire Smithway Motor Xpress Corp. (“Smithway”)

Stifel Nicolaus selected this transaction because Smithway is a publicly traded asset-based truckload company. The transaction is currently pending. Shareholder approval was obtained on June 8, 2007.

Swift Transportation Co., Inc. (“Swift”) Going Private Transaction

Stifel Nicolaus selected this transaction because Swift was a publicly traded asset-based truckload company. The transaction closed on May 10, 2007. Jerry Moyes, the former Chairman and CEO and largest shareholder of Swift, with approximately 40% of the common stock under his control, acquired Swift in a leveraged going private transaction.

Transport Corporation of America, Inc. (“TCAM”) Going Private Transaction

Stifel Nicolaus selected this transaction because TCAM was a publicly traded asset-based truckload company. The transaction closed on February 28, 2006. Goldner Hawn Johnson & Morrison, Inc., a Minnesota-based private equity firm, acquired TCAM with members of its management team in a leveraged going private transaction.

Boyd Bros. Transportation, Inc. (“Boyd Bros.”) Going Private Transaction

Stifel Nicolaus selected this transaction because Boyd Bros. was a publicly traded asset-based truckload company. The transaction closed on September 13, 2004. Dempsey Boyd, Frances S. Boyd, Gail B. Cooper and Ginger B. Tiblos, the affiliated stockholders, controlling approximately 72% of the common stock, acquired Boyd Bros. in a leveraged going private transaction.

Landair Corporation (“Landair”) Going Private Transaction

Stifel Nicolaus selected this transaction because Landair was a publicly traded asset-based truckload company. The transaction closed on February 28, 2003. Scott Niswonger, Chairman and CEO of Landair and John Tweed, President and COO of Landair, who controlled 71% of the common stock in the aggregate, acquired Landair in a leveraged going private transaction.

Swift Transportation Co., Inc. Acquires MS Carriers Inc. (“MS Carriers”)

Stifel Nicolaus selected this transaction because MS Carriers was a publicly traded asset-based truckload company. The transaction closed on July 2, 2001. Unlike the other transactions we selected, Swift acquired control of MS Carriers in a pooling of interests transaction. Mike Starnes, the CEO of MS Carriers Inc., held 24% of the common stock of his company.

Advantage Management Group Acquires Kenan Transport Company

Stifel Nicolaus selected this transaction because Kenan Transport Company was a publicly traded asset-based truckload company. The transaction closed on April 30, 2001. Advantage Management Group acquired all the stock of Kenan Transport Company, of which approximately 48% was controlled by the Kenan family, in a leveraged acquisition.

KLLM Transport Services, Inc. (“KLLM”) Going Private Transaction

Stifel Nicolaus selected this transaction because KLLM was a publicly traded asset-based truckload company. The transaction closed in July 6, 2000. Jack Liles, Chairman, President, and CEO of KLLM acquired KLLM in a leveraged management going private transaction.

The table below sets forth selected statistical information about the Selected Public Asset-Based Truckload Transactions.

Selected Public Asset-Based Truckload Transaction Statistics

($ in millions)


										Enterprise Value/						Equity Value/						Implied Premium
		Target/	Target	Equity		Net		Enterprise		LTM		LTM		LTM		LTM				Tangible		1 Day Prior			1 Month Prior
Effective Date		Acquiror	Status	Value		Debt		Value		Revenue		EBITDA		EBIT		Net Income		Book Value		Book Value		to Announ.			to Announ.
Pending		Smithway Motor Xpress Corp. Western Express, Inc.	Public	$	53.1	$	36.5	$	89.6		0.4 x		4.1 x		9.4 x		12.4 x		1.7 x		1.8 x		23.5	%		14.9	%

	05/10/07	Swift Transportation Co., Inc. Saint Corporation (Jerry Moyes)	Public	$	2,411.2	$	332.1	$	2,743.3		0.9 x		5.6 x		11.3 x		15.5 x		2.4 x		2.6 x		31.2	%		22.6	%

	02/28/06	Transport Corporation of America, Inc. Goldner Hawn Johsnon & Morrison, Inc.	Public	$	68.0	$	45.4	$	113.4		0.4 x		3.9 x		18.4 x		31.3 x		1.2 x		1.2 x		25.0	%		30.0	%

	09/13/04	Boyd Bros. Transportation, Inc. ⁽¹⁾ Investor Group & Management	Public	$	27.4	$	27.9	$	55.3		0.4 x		4.1 x	NM			27.0 x		1.0 x		1.1 x		51.0	%		66.3	%

	02/28/03	Landair Corp. Investor Group & Management	Public	$	96.8	$	3.2	$	100.0		1.0 x		5.3 x		10.6 x		17.6 x		2.5 x		2.5 x		25.0	%		26.9	%

	07/02/01	MS Carriers, Inc. Swift Transporation Co., Inc.	Public	$	383.4	$	301.4	$	684.8		1.0 x		5.7 x		13.7 x		16.9 x		1.6 x		1.6 x		59.0	%		89.0	%

	04/30/01	Kenan Transport Advantage Management Group	Public	$	84.7	$	2.0	$	86.7		0.6 x		4.1 x		9.7 x		17.6 x		1.3 x		1.6 x		32.0	%		46.6	%

	07/06/00	KLLM Transport Services, Inc. High Road Acquisition, Inc.	Public	$	33.0	$	47.0	$	80.0		0.3 x		4.0 x	NM		NM			0.7 x		0.7 x		31.4	%		23.8	%

								Min			0.3 x		3.9 x		9.4 x		12.4 x		0.7 x		0.7 x		23.5	%		14.9	%
								Mean			0.6 x		4.6 x		12.2 x		19.7 x		1.5 x		1.6 x		34.8	%		40.0	%
								Median			0.5 x		4.1 x		10.9 x		17.6 x		1.5 x		1.6 x		31.3	%		28.4	%
								Max			1.0 x		5.7 x		18.4 x		31.3 x		2.5 x		2.6 x		59.0	%		89.0	%



(1)		In connection with this transaction, Stifel Nicolaus issued a Fairness Opinion to the Special Committee.

Summary Implied Multiples and Financial Metrics at Various Prices Compared to Summary Selected Transportation Asset-Based Acquisition Transaction Statistics

In conducting its analysis, Stifel Nicolaus reviewed certain valuation metrics of the Selected Public Asset-Based Truckload Transaction Statistics it deemed relevant.

The valuation measures we used included the following:

	§		Enterprise value as a multiple of latest twelve months EBITDA.

	§		Enterprise value as a multiple of latest twelve months EBIT.

	§		Equity value as a multiple of latest twelve months net income.

	§		Equity value as a multiple of book value.

	§		Equity value as a multiple of tangible book value.

We focused on median and mean valuations rather than the minimum and maximum valuations. The mean and median for each valuation measure, as well as the corresponding Class A Share price are set forth below.

Comparable Transaction Analysis

($ in millions, except per share data)


	LTM EBITDA				LTM EBIT				LTM Net Income				Book Value				Tangible Book Value
	Mean		Median		Mean		Median		Mean		Median		Mean		Median		Mean		Median
Implied Enterprise Value	$	565.3	$	506.9	$	638.6	$	572.0	$	689.4	$	652.8	$	740.7	$	726.7	$	604.6	$	602.7
Implied Equity Value	$	206.2	$	147.8	$	279.6	$	213.0	$	330.4	$	293.8	$	381.7	$	367.6	$	245.6	$	243.6
Implied Share Price	$	13.55	$	9.71	$	18.37	$	13.99	$	21.70	$	19.30	$	25.07	$	24.15	$	16.13	$	16.00

In the course of its evaluation, Stifel Nicolaus noted the following:

	§		The LTM net income multiples for the comparable transactions were between 12.4x and 17.6x except for the TCAM (31.3x) and Boyd Bros. (27.0x) transactions. In those transactions, however, the multiples of tangible book value were 1.2x and 1.1x, respectively, and the multiples of EBITDA were 3.9x and 4.1x, respectively, in each case near the minimum multiples observed. Stifel Nicolaus believes the mean and median LTM net income multiples were artificially inflated by the Boyd Bros. and TCAM transactions and the effect of those transactions should be discounted. Excluding the LTM net income multiples for the TCAM and Boyd Bros. transactions would have resulted in implied mean and median values of $18.14 per share and $16.48 per share, respectively.

	§		The two most recent transactions are Smithway (pending) and Swift. Swift’s ROIC for 2006 was 11.5%, Smithway’s was 7.6%, and U.S. Xpress’ was 6.0%. Swift’s operating ratio for 2006 was 92.3%, Smithway’s was 95.8%, and U.S. Xpress’ was 96.1%. Despite U.S. Xpress’ inferior returns, the valuation range of U.S. Xpress implies slightly lower enterprise value to EBITDA, greater enterprise value to EBIT and equity value to net income, and somewhat lower equity value to tangible book value.

	§		Stifel Nicolaus believes that in the truckload industry, valuation based on the multiple of tangible book value is more relevant than the multiple of total book value.

Based on the above information and analysis, Stifel Nicolaus selected various prices ranging from $19.00 to $20.50 and computed U.S. Xpress’ implied multiples and financial metrics. Stifel Nicolaus noted that U.S. Xpress’ valuation multiples exceeded the mean and median multiples of the comparable transactions for every metric except LTM net income and total book value at every price in the indicated range of implied share prices of $19.00 to $20.50.

The table set forth below summarizes the valuation metrics of U.S. Xpress based on the share price range identified by Stifel Nicolaus and cited above.

Target Implied Multiples and Financial Metrics at Various Prices

($ in millions, except per share data)


							Enterprise Value/						Equity Value/
	Equity		Net		Enterprise		LTM		LTM		LTM		LTM				Tangible		Premium to
Price	Value		Debt		Value		Revenue		EBITDA		EBIT		Net Income		Book Value		Book Value		Current Price			1 Month Prior
$19.00	$	291.6	$	359.0	$	650.6		0.4x		5.3x		12.4x		17.3x		1.2x		1.9x		33.5	%		35.6	%
19.50		299.4		359.0		658.5		0.4x		5.3x		12.6x		17.7x		1.2x		2.0x		37.0	%		39.2	%
20.00		307.3		359.0		666.3		0.4x		5.4x		12.7x		18.2x		1.2x		2.0x		40.5	%		42.8	%
20.50		315.1		359.0		674.2		0.4x		5.5x		12.9x		18.6x		1.3x		2.1x		44.1	%		46.3	%

V. Summary of Going Private Transactions Analysis

Discussion of Going Private Transactions Analysis

Stifel Nicolaus reviewed 181 going private transactions in a variety of industries that were completed between April 2001 and May 2007 with enterprise values ranging from $36,770 million to $1.2 million (Appendix E). From this dataset we selected going private transactions with enterprise values of at least $50 million up to $1,000 million to conduct an analysis of the premium paid as being more comparable to a transaction involving U.S. Xpress.

The table below summarizes the data we analyzed.

Premium Range Considered: All


	1 Day Prior			1 Month Prior
Enterprise Value $50 MM to $1,000 MM (91 Transactions)

Min		(18.7	%)		(17.4	%)
Mean		22.3	%		21.6	%
Median		18.2	%		16.2	%
Max		82.7	%		79.1	%

All Transactions (181 Transactions)

Min		(28.3	%)		(22.3	%)
Mean		23.8	%		24.9	%
Median		18.8	%		20.8	%
Max		117.4	%		114.3	%

Based on the previously identified range of $19.00 to $20.50 per U.S. Xpress share that we analyzed, the implied premia of 33.5% (at $19.00) to 44.1% (at $20.50) over the prior day closing price of $14.23, in all cases, would be above the mean and median premia in the table above.

VI. Summary of Implied Multiple Analysis – “Equity Analyst Research” Estimates Available to Stifel Nicolaus

Summary of Implied Multiple Analysis – “Equity Analyst Research” Estimates Available to Stifel Nicolaus

Stifel Nicolaus reviewed the earnings models and estimates contained in research reports on U.S. Xpress prepared in April and June 2007 by equity research analysts from five firms and utilized estimates found on Bloomberg^© for two additional firms. For the average equity research case, Stifel Nicolaus used Bloomberg^© consensus estimates for the EPS calculation and average figures compiled from six equity research firms for the remainder of the analysis. The table below provides summary research estimates for U.S. Xpress.

Summary Equity Analyst Research Estimates

($ in millions, expect per share data)


	Report			Earnings Per Share				EBITDA
Firm	Date			2007E		2008E		2007E		2008E		Price Target
Firm A		06/20/07	⁽¹⁾	$	0.68	$	1.15	NA		NA		NA
Firm B		06/01/07		$	0.61	$	1.09	$	102.00	$	111.00	NA
Firm C		04/23/07		$	0.82	$	1.36	$	126.20	$	142.40	NA
Firm D		04/23/07		$	0.75	$	1.33	$	121.80	$	140.80	NA
Firm E		06/20/07	⁽²⁾	$	0.88	$	1.60	$	130.60	$	151.40		$22.00
Firm F		04/20/07	⁽¹⁾	$	1.05	$	1.55	NA		NA		NA
Firm G		04/23/07		$	0.74	$	1.12	NA		NA		$	15.00-$16.00



(1)		Represents date of Earnings Per Share estimate found on Bloomberg.

(2)		Represents date of updated financial model.

Stifel Nicolaus applied a range of $19.00 to $20.50 per Class A Share and computed U.S. Xpress’ implied multiples and financial metrics over the selected range. The tables set forth below provide the statistics calculated by Stifel Nicolaus and cited above for the Stifel Nicolaus equity research case and the average equity research case.

Stifel Nicolaus Equity Research Case

Implied Multiples Based on Share Price of:

$19.00

$19.25

$19.50

$19.75

$20.00

$20.25

$20.50

Premium to Last Close ⁽¹⁾

33.5

35.3

37.0

38.8

40.5

42.3

44.1

EV/EBITDA

LTM 3/31/07

5.3 x

5.4 x

5.5 x

2007E

5.0 x

5.1 x

5.2 x

2008E

4.3 x

4.4 x

4.5 x

EV/EBIT

LTM 3/31/07

12.4 x

12.5 x

12.6 x

12.7 x

12.8 x

12.9 x

2007E

13.5 x

13.6 x

13.7 x

13.8 x

13.9 x

14.0 x

2008E

10.3 x

10.4 x

10.5 x

10.6 x

10.7 x

Price to Earnings

LTM 3/31/07

17.8 x

18.0 x

18.2 x

18.5 x

18.7 x

18.9 x

19.2 x

2007E

21.6 x

21.9 x

22.2 x

22.4 x

22.7 x

23.0 x

23.3 x

2008E

11.9 x

12.0 x

12.2 x

12.3 x

12.5 x

12.7 x

12.8 x

Other Ratios as of 3/31/07

Price to Book Equity

1.2 x

1.3 x

Price to Tangible Book Equity

1.9 x

2.0 x

2.1 x



(1)		Closing price as of 6/21/07.

Average Equity Research Case ⁽¹⁾

Implied Multiples Based on Share Price of:

$19.00

$19.25

$19.50

$19.75

$20.00

$20.25

$20.50

Premium to Last Close ⁽²⁾

33.5

35.3

37.0

38.8

40.5

42.3

44.1

EV/EBITDA ⁽³⁾

LTM 3/31/07

5.3 x

5.4 x

5.5 x

2007E

5.4 x

5.5 x

5.6 x

2008E

4.8 x

4.9 x

EV/EBIT

LTM 3/31/07

12.4 x

12.5 x

12.6 x

12.7 x

12.8 x

12.9 x

2007E

15.5 x

15.6 x

15.7 x

15.8 x

15.9 x

16.0 x

2008E

11.9 x

12.0 x

12.1 x

12.2 x

12.3 x

Price to Earnings ⁽⁴⁾

LTM 3/31/07

17.8 x

18.0 x

18.2 x

18.5 x

18.7 x

18.9 x

19.2 x

2007E

24.1 x

24.5 x

24.8 x

25.1 x

25.4 x

25.7 x

26.0 x

2008E

14.5 x

14.6 x

14.8 x

15.0 x

15.2 x

15.4 x

15.6 x

Other Ratios as of 3/31/07

Price to Book Equity

1.2 x

1.3 x

Price to Tangible Book Equity

1.9 x

2.0 x

2.1 x



(1)		Includes data from five firms available to Stifel Nicolaus for EV/Revenues, EV/EBITDA and EV/EBIT.

(2)		Closing price as of 6/21/07.

(3)		One firm did not report estimated EBITDA.

(4)		Bloomberg Consensus Estimates for seven firms.

We note that U.S. Xpress’ implied equity value as a multiple of EBITDA, EBIT, and price to earnings in each of the periods calculated appears reasonable and within the range generated by the Comparable Public Company Analysis and the Selected Asset-Based Truckload Acquisition Transactions Analysis. In addition, we note that U.S. Xpress’ implied price to book equity and price to tangible book equity also appears reasonable and within the range generated by the Comparable Public Company Analysis and the Selected Asset-Based Truckload Acquisition Transactions Analysis.

VII. Summary of Management Case

Discussion of Management Case

Stifel Nicolaus reviewed U.S. Xpress’ management case projections for the years ended December 31, 2007 to December 31, 2011 (Appendix F).

We note that operating revenue is expected to grow at 5.0% per year. Over the last two years U.S. Xpress has made two acquisitions that have impacted operating revenue by more than $300 million in the aggregate. Although U.S. Xpress has reached agreements in principle to make minority investments in two additional truckload carriers, leverage and bank covenants, as well as public market expectations, may dampen further acquisition and investment activity. We note that achieving management’s case in 2008 will require a 90 basis point improvement in operating ratio from management’s 2007 estimate. U.S. Xpress’ management case projects further improvement, with U.S. Xpress’ management case annual operating ratio reaching 95.0% for 2009 and 94.0% for 2011.

Comparing U.S. Xpress’ 2007 projections to Stifel Nicolaus’ research projections, we note that U.S. Xpress’ second quarter estimated operating ratio is 96.8%, 60 basis points better than Stifel Nicolaus’ research estimate of 97.4%. In addition, we note U.S. Xpress’ 2008 estimated operating ratio is 95.9% as compared to Stifel Nicolaus’ research estimate of 96.2%. Finally, we point out that U.S. Xpress’ annual operating ratio has not been below 95.4% since 1999. The table below sets forth U.S. Xpress’ historical and projected operating ratios for the years ended December 31, 1998 to 2011.

Historical Operating Ratio


	Fiscal Year Ended December 31,
	1998			1999			2000			2001			2002			2003			2004			2005			2006
Operating Ratio		92.4	%		95.4	%		97.2	%		98.3	%		97.6	%		97.4	%		96.4	%		97.9	%		96.1	%


Projected Operating Ratio

	Management Case
	Fiscal Year Ending December 31,
	2007E			2008E			2009E			2010E			2011E
Operating Ratio		96.8	%		95.9	%		95.0	%		94.5	%	94.0%

Appendix A

Historical Share Price Summary and
Trading Analysis

Appendix B

Share Count Analysis

Shareholder Voting Analysis


	Voting Shares Outstanding ⁽¹⁾					Votes
Name	Number		Percentage			Number		Percentage
Patrick E. Quinn		2,963,665		19.1	%		4,483,796		24.2	%
Quinn Family Partnership		300,000		1.9	%		300,000		1.6	%

Max L. Fuller		2,789,753		18.0	%		4,309,884		23.2	%
Fuller Family Partnership		344,916		2.2	%		344,916		1.9	%


Quinn + Fuller		6,398,334		*41.2*	%		9,438,596		*50.8*	%


Total Institutional Shareholders		8,301,366		*53.5*	%		8,301,366		*44.7*	%

Other Shareholders		826,368		*5.3*	%		826,368		*4.5*	%
Name

Total Shares Outstanding		15,526,068		100.0	%		18,566,330		100.0	%


(1)		Number of shares for illustrative purposes only. Calculation of voting shares outstanding assumes the following:


	(i)		Includes Class A and Class B outstanding common stock.

	(ii)		Class A shares are entitled to one vote for each share held. Class B shares are entitled to two votes for each share held.

	(iii)		Excludes 548,735 Class A shares underlying exercisable options.

	(iv)		Includes unvested restricted shares.

Appendix C

Research Report —

“Trimming 2Q07 EPS Estimates for 13
Companies Due to Still-Soft Freight
Market”

Transportation & Logistics


		Transportation & Logistics

June 15, 2007

Trimming 2Q07 EPS Estimates For 13 Companies Due To Still-Soft Freight Market


John G. Larkin, CFA	(410	454-5158)	jglarkin@stifel.com
David G. Ross, CFA	(410	454-5164)	dross@stifel.com
Matthew S. Grady	(410	454-5316)	msgrady@stifel.com
Michael J. Baudendistel	(410	454-4725)	baudendm@stifel.com

•

Freight transportation demand has not notably improved in 2Q07 relative to weak 1Q07 levels.

•

As a result, we are lowering 2Q07 EPS estimates slightly for 13 companies, 12 of which are trucking companies.

•

We are leaving our other forward EPS estimates unchanged, as we remain cautiously optimistic that 2H07 will be both sequentially better than 1H07 and better year-over-year than 2H06.

•

Our favorite names to own heading into the second half of 2007 include: Old Dominion Freight Line (ODFL; Buy; $30.43) , J.B. Hunt Transport Services (JBHT; Buy; $29.38), FedEx Corp. (FDX; Buy; $110.78), and Norfolk Southern Corp. (NSC; Buy; $55.41).

The second quarter of 2007 to-date has not provided a notably better demand environment for transportation companies than did the first quarter of 2007. Freight volumes remain weak, which has been reflected by various industry data sources. For example, the American Trucking Associations’ monthly seasonally-adjusted truck tonnage index fell 2.7% year-over-year in April; quarter-to-date U.S. rail carloads have declined 3.8% year-over-year; quarter-to-date U.S. rail intermodal loads have fallen 3.0% year-over-year; air cargo RTMs declined 2.0% year-over-year in April; and the list goes on. Anecdotes from our companies under coverage also indicate that 2Q07 has been a bit tougher than initially anticipated. Freight in the second quarter can best be characterized as “spotty” or “inconsistent”—while we had anticipated that freight would gradually improve throughout 2Q07 in a more consistent fashion.

As a result, we are trimming our 2Q07 EPS estimates for 13 of the 29 companies we cover, 12 of which are trucking companies. While the railroads have also faced softer demand relative to 2006 levels in 2Q07, the rail sector of the industry continues to benefit from a solid pricing environment, which should buoy 2Q07 EPS results. We believe the parcel companies under our coverage, UPS (UPS; Hold; $73.95) and FedEx, also do not require near-term EPS estimate reductions due to their exposure to still-rapidly-growing international markets, a solid oligopoly pricing environment, and continued secular growth in e-commerce shipments. The only non-trucking company for which we are lowering EPS estimates is Pacer International (PACR; Hold;), as the company appears likely to be squeezed a bit in the second quarter by ongoing pricing leverage at its suppliers (i.e., the railroads) and softer intermodal demand industrywide. We list our 2Q07 EPS estimate revisions in tabular form at the top of the next page:

Transportation & Logistics


	2Q07						2007 Annual
	Stifel Estimates				Street Consensus		Stifel Estimates				Street Consensus
	New		Old		Estimate		New		Old		Estimate
Arkansas Best Corp. (ABFS)₍₁₎	$	0.69	$	0.74	$	0.71	$	2.73	$	2.78	$	2.64
Celadon Group (CLDN)	$	0.23	$	0.25	$	0.25	$	0.96	$	0.98	$	0.98
Con-way (CNW)	$	1.00	$	1.05	$	1.06	$	3.75	$	3.80	$	3.78
Forward Air (FWRD)	$	0.38	$	0.40	$	0.40	$	1.59	$	1.61	$	1.62
J.B. Hunt Transport Svcs. (JBHT)	$	0.38	$	0.40	$	0.38	$	1.65	$	1.67	$	1.56
Knight Transportation (KNX)	$	0.22	$	0.23	$	0.22	$	0.91	$	0.92	$	0.92
Pacer International (PACR)	$	0.31	$	0.35	$	0.33	$	1.62	$	1.66	$	1.61
Quality Distribution (QLTY)	$	0.13	$	0.16	$	0.14	$	0.38	$	0.47	$	0.44
Saia, Inc. (SAIA)	$	0.63	$	0.66	$	0.63	$	2.12	$	2.15	$	2.10
U.S. Xpress Enterprises (XPRSA)	$	0.15	$	0.17	$	0.21	$	0.88	$	0.90	$	0.76
Vitran Corp. (VTNC)	$	0.44	$	0.48	$	0.44	$	1.61	$	1.65	$	1.63
Werner Enterprises (WERN)	$	0.28	$	0.30	$	0.30	$	1.14	$	1.16	$	1.16
YRC Worldwide (YRCW)	$	0.87	$	1.00	$	0.97	$	3.42	$	3.55	$	3.71


(1)		Celadon quarterly numbers represent F4Q07
Source: Stifel Nicolaus estimates and First Call

•

May retail sales rebounded from depressed April levels.

•

The spike in inventories that developed in 2H06 has largely been drawn down.

•

U.S. manufacturing production appears to be strengthening.

•

Additional transloading is likely to absorb some incremental truckload/container-load capacity later this year, contributing some to a tighter supply/demand environment.

•

The industry will lap the dramatic downturns in the automotive and construction sectors, which began last year, in 3Q07.


Transportation & Logistics		June 15, 2007



		Equity Comps - Transportation

Comparative Valuation Matrix

(figures in $US millions, except per share amounts)


														Equity value as a multiple of								Enterprise value as a multiple of
		Price		Diluted		Market		Total		Cash &				CY net income								Book		TTM		TTM		TTM		TTM		TTM			TTM			TTM			PEG		Div.			FCF
Company name (Ticker)	Rating	06/14/2007		S/O		cap.		Debt		equiv.		TEV (a)		2006A		2007E^(b)		2008E^(b)		2009E^(b)		value		Revenue		EBITDA		EBITDAR (c)		EBIT		ROA			ROE			ROIC			ratio^(d)		Yield			Yield

Truckload
Celadon Group (CLDN)	Buy		16.51		23.6		389.4		66.9		1.8		454.5		16.0x		16.7x		12.8x		11.0x		2.8x		0.9x		7.8x		5.7x		11.2x		10.6	%		18.4	%		15.1	%		0.85		0.0	%		0.8	%
Covenant Transport (CVTI)	NR		11.38		14.0		159.2		164.5		4.3		319.4	NM		NM		NM			35.0x		0.9x		0.5x		6.3x		4.4x		49.0x		-0.6	%		-1.4	%		0.8	%	NM			0.0	%		-23.5	%
Frozen Food Express (FFEX)	NR		10.59		19.5		207.0		0.0		12.4		194.6		17.4x	NE		NE		NE			1.7x		0.4x		7.0x		4.8x		26.9x		3.0	%		4.7	%		4.5	%	NM			1.1	%		3.7	%
Forward Air Corp. (FWRD)	Hold		33.29		31.0		1,032.7		0.8		47.5		986.0		21.5x		20.9x		17.9x		15.8x		5.6x		2.8x		11.9x		10.7x		13.3x		22.7	%		26.0	%		25.9	%		1.30		0.8	%		1.0	%
Heartland Express (HTLD)	Hold		16.31		98.3		1,602.5		0.0		365.1		1,237.4		18.3x		18.7x		17.9x		15.7x		3.1x		2.1x		7.1x		7.0x		9.8x		13.7	%		18.7	%		18.7	%		1.49		0.5	%		2.9	%
J.B. Hunt Transport Svcs. (JBHT)	Buy		29.38		148.7		4,367.6		448.3		9.5		4,747.5		19.6x		17.8x		14.7x		12.8x		6.3x		1.4x		8.3x		7.7x		12.4x		13.5	%		28.8	%		23.1	%		0.92		1.2	%		-1.4	%
Knight Transportation (KNX)	Buy		19.29		88.2		1,701.9		0.0		20.2		1,681.8		23.0x		21.2x		18.0x		15.6x		3.8x		2.5x		9.2x		9.2x		13.9x		13.6	%		18.2	%		18.4	%		0.92		0.4	%		0.2	%
Landstar System (LSTR) Marten	Hold		47.07		57.1		2,689.0		123.2		98.5		2,713.7		24.4x		23.2x		19.5x		16.9x		11.6x		1.1x		13.3x		12.9x		14.6x		16.8	%		43.7	%		30.3	%		1.30		0.3	%		8.8	%
Transport (MRTN)	Hold		18.93		22.2		419.5		70.4		3.2		501.6		17.9x		16.3x		14.6x		13.1x		1.9x		0.9x		5.9x		5.9x		12.5x		5.7	%		10.5	%		8.6	%		1.21		0.0	%		-2.0	%
P.A.M. Transportation Svcs. (PTSI)	NR		19.49		10.3		200.5		41.3		1.2		240.6		11.2x		17.9x		12.7x		11.3x		1.1x		0.6x		4.1x		4.1x		9.9x		4.5	%		7.9	%		6.9	%		1.05		0.0	%		-6.9	%
Quality Distribution (QLTY)	Hold		9.78		19.7		192.7		278.5		4.1		467.1		16.0x		25.7x		13.4x		11.2x	NM			0.6x		8.1x		7.8x		11.2x		1.8	%	NM				9.4	%		0.89		0.0	%		7.9	%
Universal Truckload Svcs. (UACL)	Hold		19.89		16.1		320.6		0.9		5.2		316.3		15.3x		16.4x		14.3x		12.4x		2.3x		0.5x		8.5x		8.4x		10.2x		10.8	%		15.4	%		15.3	%		0.87		0.0	%		-2.1	%
USA Truck (USAK)	NR		16.15		11.5		186.0		96.1		2.6		279.4		15.0x		32.3x		18.8x		16.4x		1.2x		0.6x		4.1x		4.1x		13.1x		2.7	%		5.9	%		4.6	%		1.32		0.0	%		7.9	%
Werner Enterprises (WERN)	Hold		19.39		77.3		1,499.2		80.0		17.6		1,561.6		14.9x		17.0x		15.1x		13.9x		1.8x		0.7x		4.7x		4.7x		9.6x		6.9	%		11.2	%		10.8	%		1.15		1.0	%		-2.0	%
U.S. Xpress Enterprises (XPRSA)	Buy		13.60		15.4		208.8		362.5		3.5		581.7		10.5x		15.5x		8.5x		6.8x		0.8x		0.4x		4.7x		3.7x		11.1x		2.0	%		7.0	%		4.9	%		0.57		0.0	%		-23.9	%

Min							159.2		0.0		1.2		194.6		10.5x		15.5x		8.5x		6.8x		0.8x		0.4x		4.1x		3.7x		9.6x		-0.6	%		-1.4	%		0.8	%		0.57		0.0	%		-23.9	%
Mean							1,011.8		115.6		39.8		1,085.6		17.2x		20.0x		15.2x		14.9x		3.2x		1.1x		7.4x		6.7x		15.2x		8.5	%		15.4	%		13.2	%		1.07		0.4	%		-1.9	%
Mean (Asset-based TL only)							1,006.9		112.3		40.3		1076.1		16.4x		17.5x		14.3x		14.8x		2.4x		1.0x		6.7x		6.0x		16.0x		7.6	%		12.7	%		11.6	%		1.00		0.4	%		-4.9	%
Median							389.4		70.4		5.2		501.6		16.7x		17.9x		14.7x		13.5x		2.1x		0.7x		7.1x		5.9x		12.4x		6.9	%		13.3	%		10.8	%		1.05		0.0	%		0.2	%
Max							4,367.6		448.3		365.1		4747.5		24.4x		32.3x		19.5x		35.0x		11.6x		2.8x		13.3x		12.9x		49.0x		22.7	%		43.7	%		30.3	%		1.49		1.2	%		8.8	%

Stifel Nicolaus Transportation Average							6,950.7		1,095.1		232.7		7,803.6		18.9x		19.3x		15.7x		14.1x		3.7x		2.0x		9.1x		8.3x		13.9x		8.9	%		17.7	%		14.5	%		1.10		0.7	%		0.5	%


Less-Than-Truckload
Arkansas Best Corp. (ABFS)	Hold		40.02		25.5		1,020.1		18.1		126.7		911.6		11.5x		14.7x		11.8x		10.5x		1.8x		0.5x		4.9x		4.7x		7.8x		8.9	%		14.3	%		13.8	%		1.37		1.5	%		0.9	%
Con-way (CNW)	Buy		54.45		49.9		2,714.7		556.4		516.5		2,754.6		13.6x		14.5x		12.4x		11.2x		3.6x		0.7x		5.8x		5.4x		8.2x		8.0	%		23.3	%		14.4	%		0.95		0.7	%		4.9	%
Frozen Food Express (FFEX)	NR		10.59		19.5		207.0		0.0		12.4		194.6		17.4x	NE		NE		NE			1.7x		0.4x		7.0x		4.8x		26.9x		3.0	%		4.7	%		4.5	%	NM			1.1	%		3.7	%
Forward Air Corp. (FWRD)	Hold		33.29		31.0		1,032.7		0.8		47.5		986.0		21.5x		20.9x		17.9x		15.8x		5.6x		2.8x		11.9x		10.7x		13.3x		22.7	%		26.0	%		25.9	%		1.30		0.8	%		1.0	%
Old Dominion Freight Line (ODFL)	Buy		30.43		37.3		1,134.6		267.7		56.3		1,346.0		15.6x		14.8x		12.7x		10.9x		2.6x		1.0x		6.6x		6.4x		10.2x		8.9	%		18.5	%		13.2	%		0.79		0.0	%		-4.1	%
Saia, Inc. (SAIA)	Buy		28.01		14.4		404.7		131.0		7.0		528.7		14.7x		13.2x		10.4x		9.0x		2.0x		0.6x		5.9x		5.4x		9.6x		5.9	%		14.5	%		10.8	%		0.69		0.0	%		-7.6	%
Vitran Corp. (VTNC)	Buy		20.56		13.8		282.9		108.3		1.5		389.7		14.0x		12.8x		10.3x		8.7x		1.6x		0.7x		8.9x		7.4x		13.6x		6.6	%		11.9	%		10.3	%		0.69		0.0	%		1.8	%
YRC Worldwide (YRCW)	Hold		39.06		57.9		2,263.0		1,309.1		107.5		3,464.6		7.6x		11.4x		9.2x		9.3x		1.0x		0.4x		4.5x		4.2x		6.8x		4.5	%		12.7	%		9.0	%		1.04		0.0	%		14.8	%


Min							207.0		0.0		1.5		194.6		7.6x		11.4x		9.2x		8.7x		1.0x		0.4x		4.5x		4.2x		6.8x		3.0	%		4.7	%		4.5	%		0.69		0.0	%		-7.6	%
Mean							1,132.5		298.9		109.4		1,322.0		14.5x		14.6x		12.1x		10.8x		2.5x		0.9x		6.9x		6.1x		12.0x		8.6	%		15.7	%		12.7	%		0.98		0.5	%		1.9	%
Median							1,026.4		119.7		51.9		948.8		14.3x		14.5x		11.8x		10.5x		1.9x		0.6x		6.3x		5.4x		9.9x		7.3	%		14.4	%		12.0	%		0.95		0.4	%		1.4	%
Max							2,714.7		1,309.1		516.5		3,464.6		21.5x		20.9x		17.9x		15.8x		5.6x		2.8x		11.9x		10.7x		26.9x		22.7	%		26.0	%		25.9	%		1.37		1.5	%		14.8	%


Stifel Nicolaus Transportation Average							6,950.7		1,095.1		232.7		7,803.6		18.9x		19.3x		15.7x		14.1x		3.7x		2.0x		9.1x		8.3x		13.9x		8.9	%		17.7	%		14.5	%		1.10		0.7	%		0.5	%


(a)		Total Enterprise Value = Market Capitalization of Equity + Total Debt - Cash + Market Value of Minority Interest

(b)		Stifel Nicolaus estimates for those rated and First Call mean estimates for unrated securities

(c)		Enterprise value adjusted to include the capitalization of of balance sheet operating leases with lease expense (or rent expense) being added back to EBITDA for the valuation multiple calculation

(d)		2007E P/E divided by First Call mean or Stifel Nicolaus estimated long-term growth rate

Excludes non-recurring items
Calculations may vary due to rounding
Source: Company data , First Call, and Stifel Nicolaus estimates


Transportation & Logistics		June 15, 2007

	Equity Comps - Transportation

Comparative Valuation Matrix

(figures in $US millions, except per share amounts)


														Equity value as a multiple of										Enterprise value as a multiple of
		Price		Diluted		Market		Total		Cash &				CY net income								Book		TTM		TTM		TTM		TTM		TTM			TTM			TTM			PEG		Div.			FCF
Company name (Ticker)	Rating	06/14/2007		S/O		cap.		Debt		equiv.		TEV _(a)		2006A		2007E^(b)		2008E^(b)		2009E^(b)		value		Revenue		EBITDA		EBITDAR_(c)		EBIT		ROA			ROE			ROIC			ratio^(d)		Yield			Yield

Asset-Based Logistics
Con-way (CNW)	Buy		54.45		49.9		2,714.7		556.4		516.5		2,754.6		13.6x		14.5x		12.4x		11.2x		3.6x		0.7x		5.8x		5.4x		8.2x		8.0	%		23.3	%		14.4	%		0.95		0.7	%		4.9	%
FedEx Corp. (FDX)	Buy		110.78		314.6		34,850.4		3,264.0		1,770.0		36,344.4		16.8x		16.1x		14.4x		12.9x		2.7x		1.1x		7.3x		6.7x		11.0x		8.7	%		17.0	%		13.9	%		1.20		0.4	%		2.1	%
Ryder System (R)	Hold		51.84		61.6		3,195.3		2,878.2		93.6		5,979.9		13.0x		11.9x		10.7x		9.8x		1.8x		0.9x		4.6x		4.4x		10.9x		3.8	%		15.2	%		8.1	%		0.97		1.6	%		-28.9	%
United Parcel Service (UPS)	Hold		73.95		1,068.8		79,038.2		4,115.0		2,398.0		80,755.2		19.2x		17.8x		16.1x		14.8x		5.2x		1.7x		9.4x		9.2x		11.9x		12.5	%		26.6	%		21.8	%		1.24		2.3	%		1.1	%


Min							2,714.7		556.4		93.6		2,754.6		13.0x		11.9x		10.7x		9.8x		1.8x		0.7x		4.6x		4.4x		8.2x		3.8	%		15.2	%		8.1	%		0.95		0.4	%		-28.9	%
Mean							29,949.6		2,703.4		1,194.5		31,458.5		15.7x		15.1x		13.4x		12.2x		3.3x		1.1x		6.8x		6.4x		10.5x		8.3	%		20.5	%		14.6	%		1.09		1.2	%		-5.2	%
Median							19,022.8		3,071.1		1,143.3		21,162.1		15.2x		15.3x		13.4x		12.0x		3.2x		1.0x		6.5x		6.1x		10.9x		8.4	%		20.1	%		14.2	%		1.08		1.2	%		1.6	%
Max							79,038.2		4,115.0		2,398.0		80,755.2		19.2x		17.8x		16.1x		14.8x		5.2x		1.7x		9.4x		9.2x		11.9x		12.5	%		26.6	%		21.8	%		1.24		2.3	%		4.9	%

Stifel Nicolaus Transportation Average							6,950.7		1,095.1		232.7		7,803.6		18.9x		19.3x		15.7x		14.1x		3.7x		2.0x		9.1x		8.3x		13.9x		8.9	%		17.7	%		14.5	%		1.10		0.7	%		0.5	%


Non-Asset-Based Logistics
C.H. Robinson Worldwide (CHRW)	Sell		54.08		177.1		9,577.9		0.0		462.8		9,115.1		35.3x		29.6x		25.6x		22.3x		9.7x		8.1x		19.6x		19.0x		20.7x		17.2	%		29.6	%		29.6	%		1.71		1.3	%		2.1	%
EGL, Inc. (EAGL)	NR		46.53		41.3		1,922.7		207.2		160.2		1,969.7		32.5x		25.4x		22.4x		18.8x		4.7x		2.0x		13.5x		10.6x		17.5x		5.9	%		15.0	%		13.1	%		1.17		0.0	%		1.2	%
Expeditors International (EXPD)	NR		42.61		228.3		9,726.9		0.2		577.3		9,079.4		34.9x		29.1x		24.2x		20.5x		8.8x		6.9x		21.6x		20.1x		23.6x		13.8	%		23.1	%		23.1	%		1.39		0.7	%		1.4	%
Forward Air Corp. (FWRD)	Hold		33.29		31.0		1,032.7		0.8		47.5		986.0		21.5x		20.9x		17.9x		15.8x		5.6x		2.8x		11.9x		10.7x		13.3x		22.7	%		26.0	%		25.9	%		1.30		0.8	%		1.0	%
Hub Group (HUBG)	Hold		36.58		39.9		1,458.8		0.0		34.7		1,424.1		31.3x		25.6x		22.2x		19.8x		5.6x		6.3x		16.3x		14.0x		17.4x		11.0	%		19.6	%		19.6	%		1.48		0.0	%		4.2	%
Landstar System (LSTR)	Hold		47.07		57.1		2,689.0		123.2		98.5		2,713.7		24.4x		23.2x		19.5x		16.9x		11.6x		1.1x		13.3x		12.9x		14.6x		16.8	%		43.7	%		30.3	%		1.30		0.3	%		8.8	%
Pacer International (PACR)	Hold		25.20		37.6		948.7		59.0		7.3		1,000.4		14.0x		15.6x		14.0x		12.3x		2.9x		2.3x		8.6x		6.9x		9.1x		11.1	%		19.9	%		17.1	%		1.17		2.4	%		5.7	%
Quality Distribution (QLTY)	Hold		9.78		19.7		192.7		278.5		4.1		467.1		16.0x		25.7x		13.4x		11.2x	NM			0.6x		8.1x		7.8x		11.2x		1.8	%		NM			9.4	%		0.89		0.0	%		7.9	%
Universal Truckload Svcs. (UACL)	Hold		19.89		16.1		320.6		0.9		5.2		316.3		15.3x		16.4x		14.3x		12.4x		2.3x		0.5x		8.5x		8.4x		10.2x		10.8	%		15.4	%		15.3	%		0.87		0.0	%		-2.1	%
UTI Worldwide (UTIW)	NR		27.88		101.1		2,819.3		331.0		278.4		2,772.5		26.2x		24.4x		20.2x		16.7x		4.4x		2.3x		14.4x		11.4x		17.5x		7.5	%		19.0	%		14.9	%		0.96		0.2	%		3.6	%

Min							192.7		0.0		4.1		316.3		14.0x		15.6x		13.4x		11.2x		2.3x		0.5x		8. 1x		6.9x		9. 1x		1.8	%		15.0	%		9.4	%		0.87		0.0	%		-2.1	%
Mean							3,068.9		100.1		167.6		2,984.4		25.1x		23.6x		19.4x		16.7x		6.2x		3.3x		13.6x		12.2x		15.5x		11.9	%		23.5	%		19.8	%		1.22		0.6	%		3.4	%
Median							1,690.8		30.0		73.0		1,696.9		25.3x		24.9x		19.8x		16.8x		5.6x		2.3x		13.4x		11.0x		16.0x		11.0	%		19.9	%		18.3	%		1.23		0.2	%		2.8	%
Max							9,726.9		331.0		577.3		9,115.1		35.3x		29.6x		25.6x		22.3x		11.6x		8.1x		21.6x		20.1x		23.6x		22.7	%		43.7	%		30.3	%		1.71		2.4	%		8.8	%

Stifel Nicolaus Transportation Average							6,950.7		1,095.1		232.7		7,803.6		18.9x		19.3x		15.7x		14.1x		3.7x		2.0x		9.1x		8.3x		13.9x		8.9	%		17.7	%		14.5	%		1.10		0.7	%		0.5	%


(a)		Total Enterprise Value = Market Capitalization of Equity + Total Debt - Cash + Market Value of Minority Interest

(b)		Stifel Nicolaus estimates for those rated and First Call mean estimates for unrated securities

(c)		Enterprise value adjusted to include the capitalization of of balance sheet operating leases with lease expense (or rent expense) being added back to EBITDA for the valuation multiple calculation

(d)		200 7E P/E divided by First Call mean or Stifel Nicolaus estimated long-term growth rate

Excludes non-recurring items
Calculations may vary due to rounding

Source: Company data , First Call, and Stifel Nicolaus estimates


Transportation & Logistics		June 15, 2007


		Equity Comps — Transportation

Comparative Valuation Matrix

(Figures in $US millions, execpt per share amounts)


														Equity value as a multiple of										Enterprise value as a multiple of
		Price		Diluted		Market		Total		Cash &				CY net income								Book		TTM		TTM		TTM		TTM		TTM			TTM			TTM			PEG		Div.			FCF
Company name (Ticker)	Rating	06/14/2007		S/O		cap.		Debt		equiv.		TEV (a)		2006A		2007E^(b)		2008E^(b)		2009E^(b)		value		Revenue		EBITDA		EBITDAR(c)		EBIT		ROA			ROE			ROIC			ratio^(d)		Yield			Yield

Intermodal
Hub Group (HUBG)	Hold		36.58		39.9		1,458.8		0.0		34.7		1,424.1		31.3x		25.6x		22.2x		19.8x		5.6x		6.3x		16.3x		14.0x		17.4x		11.0	%		19.6	%		19.6	%		1.48		0.0	%		4.2	%
J.B. Hunt Transport Svcs. (JBHT)	Buy		29.38		148.7		4,367.6		448.3		9.5		4,747.5		19.6x		17.8x		14.7x		12.8x		6.3x		1.4x		8.3x		7.7x		12.4x		13.5	%		28.8	%		23.1	%		0.92		1.2	%		-1.4	%
Pacer International (PACR)	Hold		25.20		37.6		948.7		59.0		7.3		1,000.4		14.0x		15.6x		14.0x		12.3x		2.9x		2.3x		8.6x		6.9x		9. 1x		11.1	%		19.9	%		17.1	%		1.17		2.4	%		5.7	%

Min							948.7		0.0		7.3		1,000.4		14.0x		15.6x		14.0x		12.3x		2.9x		1.4x		8.3x		6.9x		9. 1x		11.0	%		19.6	%		17.1	%		0.92		0.0	%		-1.4	%
Mean							2,258.4		169.1		17.2		2,390.7		21.6x		19.6x		17.0x		14.9x		4.9x		3.3x		11.0x		9.6x		12.9x		11.9	%		22.7	%		19.9	%		1.19		1.2	%		2.9	%
Max							4,367.6		448.3		34.7		4,747.5		31.3x		25.6x		22.2x		19.8x		6.3x		6.3x		16.3x		14.0x		17.4x		13.5	%		28.8	%		23.1	%		1.48		2.4	%		5.7	%

Stifel Nicolaus Transportation Average							6,950.7		1,095.1		232.7		7,803.6		18.9x		19.3x		15.7x		14.1x		3.7x		2.0x		9.1x		8.3x		13.9x		8.9	%		17.7	%		14.5	%		1.10		0.7	%		0.5	%


Railroads
Burlington Northern Santa Fe (BNI)	Hold		89.14		364.7		32,508.9		7,450.0		392.0		39,566.9		17.8x		16.2x		14.4x		12.7x		3.1x		2.6x		8.5x		8.4x		11.3x		5.9	%		18.3	%		12.4	%		1.06		1.1	%		3.2	%
Canadian National (CNI)	Buy		52.97		520.7		27,579.1		5,070.7		91.9		32,557.8		17.7x		16.8x		14.1x		12.6x		3.2x		4.6x		10.2x		9.7x		12.4x		7.9	%		19.1	%		13.5	%		0.88		1.4	%		2.9	%
Canadian Pacific (CP)	Hold		70.73		159.9		11,306.7		2,410.7		22.2		13,695.2		20.3x		18.2x		15.9x		14.1x		2.6x		3.4x		9.7x		9. 1x		13.8x		5.8	%		13.7	%		10.3	%		1.36		1.1	%		1.4	%
CSX Corp. (CSX)	Hold		44.95		465.4		20,921.2		5,933.0		937.0		25,917.2		20.3x		17.6x		13.7x		11.8x		2.3x		2.7x		9.3x		8.8x		13.4x		4.1	%		11.7	%		8.6	%		0.86		1.3	%		1.6	%
Genesee & Wyoming (GWR)	NR		30.60		42.7		1,307.6		245.7		240.2		1,097.2		19.6x		20.7x		17.8x		15.0x		2.5x		2.3x		9.8x		8.8x		13.4x		6.2	%		14.4	%		9.7	%		0.94		0.0	%		1.8	%
Kansas City Southern (KSU)	NR		40.27		92.5		3,724.1		1,742.7		68.0		5,416.3	NM			29.0x		21.3x		16.8x		2.3x		3.2x		11.5x		10.0x		17.2x		2.2	%		6.4	%		6.0	%		1.42		0.0	%		1.2	%
Norfolk Southern Corp. (NSC)	Buy		55.41		405.2		22,450.7		6,533.0		844.0		28,139.7		15.5x		14.7x		12.9x		11.4x		2.3x		3.0x		8.6x		8.4x		11.1x		5.6	%		15.1	%		10.8	%		0.99		1.6	%		4.1	%
Union Pacific (UNP)	Hold		118.18		273.6		32,337.8		6,731.0		598.0		38,470.8		20.2x		17.2x		14.6x		12.6x		2.1x		2.4x		8.2x		7.8x		12.9x		4.6	%		11.3	%		9.1	%		0.97		1.2	%		2.1	%

Min							1,307.6		245.7		22.2		1,097.2		15.5x		14.7x		12.9x		11.4x		2.1x		2.3x		8.2x		7.8x		11.1x		2.2	%		6.4	%		6.0	%		0.86		0.0	%		1.2	%
Mean							19,017.0		4,514.6		399.2		23,107.7		18.8x		18.8x		15.6x		13.4x		2.6x		3.0x		9.5x		8.9x		13.2x		5.3	%		13.7	%		10.1	%		1.06		1.0	%		2.3	%
Mean (Class I Rails only, ex. KSU)							24,517.4		5,688.1		480.9		29,724.6		18.6x		16.8x		14.3x		12.6x		2.6x		3.1x		9. 1x		8.7x		12.5x		5.7	%		14.9	%		10.8	%		1.02		1.3	%		2.6	%
Median							21,686.0		5,501.8		316.1		27,028.5		19.6x		17.4x		14.5x		12.7x		2.4x		2.8x		9.5x		8.8x		13.2x		5.7	%		14.1	%		10.0	%		0.98		1.2	%		2.0	%
Max							32,508.9		7,450.0		937.0		39,566.9		20.3x		29.0x		21.3x		16.8x		3.2x		4.6x		11.5x		10.0x		17.2x		7.9	%		19.1	%		13.5	%		1.42		1.6	%		4.1	%

Stifel Nicolaus Transportation Average							6,950.7		1,095.1		232.7		7,803.6		18.9x		19.3x		15.7x		14.1x		3.7x		2.0x		9.1x		8.3x		13.9x		8.9	%		17.7	%		14.5	%		1.10		0.7	%		0.5	%


(a)		Total Enterprise Value - Market Capitalization of Equity + Total Debt - Cash + Market Value of Minority Interest

(b)		Stifel Nicolaus estimates for those rated and First Call mean estimates for unrated securities

(c)		Enterprise value adjusted to include the capitalization of of balance sheet operating leases with lease expense (or rent expense) being added back to EBITDA for the valuation multiple calculation

(d)		2007E P/E divided by First Call mean or Stifel Nicolaus estimated long-term growth rate

Excludes non-recurring items

Calculations may vary due to rounding

Source: Company data , First Call, and Stifel Nicolaus estimates


Transportation & Logistics		June 15, 2007

		John Larkin, CFA / jglarkin@stifel.com David Ross, CFA / dross@stifel.com Matt Grady / msgrady@stifel.com

Arkansas Best Income Statement


																									2006															2007															2008

(figures in $ millions, except per share amounts)	1998A			1999A			2000A			2001A			2002A			2003A			2004A			2005A			1QA			2QA			3QA			4QA			2006A			1QA			2QE			3QE			4QE			2007E			1QE			2QE			3QE			4QE			2008E			2009E

Gross revenues		1,607.4			1,721.6			1,839.6			1,526.2			1,422.3			1,548.4			1,715.8			1,860.3			450.6			479.3			507.3			449.0			1,886.1			422.6			465.9			519.6			477.4			1,885.5			439.8			486.7			542.8			498.8			1,968.1			2,044.8
% change y/y					7.1	%		6.9	%		-17.0	%		-6.8	%		8.9	%		10.8	%		8.4	%		8.0	%		4.9	%		3.6	%		-9.6	%		1.4	%		-6.2	%		-2.8	%		2.4	%		6.3	%		0.0	%		4.1	%		4.5	%		4.5	%		4.5	%		4.4	%		3.9	%

By segment:
ABF Freight System		1,175.2			1,277.1			1,379.3			1,282.3			1,277.1			1,391.3			1,585.4			1,709.0			413.7			466.9			493.7			436.1			1,810.3			407.4			452.9			506.1			464.4			1,830.8			427.8			473.3			528.8			485.3			1,915.2			1,991.8
% change y/y					8.7	%		8.0	%		-7.0	%		-0.4	%		8.9	%		13.9	%		7.8	%		7.7	%		11.8	%		9.3	%		-4.3	%		5.9	%		-1.5	%		-3.0	%		2.5	%		6.5	%		1.1	%		5.0	%		4.5	%		4.5	%		4.5	%		4.6	%		4.0	%
Operating ratio		94.2	%		91.6	%		90.3	%		93.8	%		94.6	%		94.4	%		91.9	%		90.9	%		95.3	%		89.9	%		89.8	%		95.2	%		92.4	%		98.6	%		94.0	%		91.8	%		93.5	%		94.3	%		97.3	%		92.5	%		90.8	%		92.5	%		93.1	%		92.6	%
Clipper Group		122.5			112.2			130.2			127.3			118.9			126.8			96.0			108.5			25.7
% change y/y					-8.4	%		16.0	%		-2.3	%		-6.5	%		6.6	%		-24.3	%		13.0	%		9.5	%
Operating ratio		100.9	%		98.7	%		98.8	%		99.6	%		99.1	%		100.3	%		99.1	%		97.2	%		98.0	%

Operating expenses:
Transportation operations		1,360.3			1,430.3			1,546.8			1,450.3			1,354.1			1,475.3			1,588.8			1,706.1			431.3			432.2			456.5			428.3			1,748.2			414.8			438.7			478.1			447.2			1,778.8			428.2			451.3			494.2			462.4			1,836.1			1,897.9
Tire operations		177.2			181.6			152.6			0.0			0.0			0.0			0.0			0.0			0.0			0.0			0.0			0.0			0.0			0.0			0.0			0.0			0.0			0.0			0.0			0.0			0.0			0.0			0.0			0.0

Total operating expenses		1,537.4			1,611.9			1,699.4			1,450.3			1,354.1			1,475.3			1,588.8			1,706.1			431.3			432.2			456.5			428.3			1,748.2			414.8			438.7			478.1			447.2			1,778.8			428.2			451.3			494.2			462.4			1,836.1			1,897.9
Operating ratio		95.6	%		93.6	%		92.4	%		95.0	%		95.2	%		95.3	%		92.6	%		91.7	%		95.7	%		90.2	%		90.0	%		95.4	%		92.7	%		98.1	%		94.2	%		92.0	%		93.7	%		94.3	%		97.4	%		92.7	%		91.0	%		92.7	%		93.3	%		92.8	%

EBIT		70.0			109.7			140.2			75.9			68.2			73.2			127.0			154.2			19.3			47.1			50.8			20.7			137.9			7.8			27.2			41.5			30.2			106.7			11.6			35.4			48.7			36.4			132.0			146.9
% margin		4.4	%		6.4	%		7.6	%		5.0	%		4.8	%		4.7	%		7.4	%		8.3	%		4.3	%		9.8	%		10.0	%		4.6	%		7.3	%		1.9	%		5.8	%		8.0	%		6.3	%		5.7	%		2.6	%		7.3	%		9.0	%		7.3	%		6.7	%		7.2	%

EBITDA		117.6			159.5			196.6			130.5			117.7			125.4			187.3			219.3			35.1			63.9			68.6			36.4			203.9			22.6			43.5			59.7			46.9			172.7			26.9			52.4			67.7			53.9			200.9			218.5
% margin		7.3	%		9.3	%		10.7	%		8.5	%		8.3	%		8.1	%		10.9	%		11.8	%		7.8	%		13.3	%		13.5	%		8.1	%		10.8	%		5.4	%		9.3	%		11.5	%		9.8	%		9.2	%		6.1	%		10.8	%		12.5	%		10.8	%		10.2	%		10.7	%

Net gain (loss) on sale of property and equipment		1.7			0.9			2.6			0.9			3.5			0.6			0.5			15.4			0.0			0.0			0.0			0.0			0.0			0.0			0.0			0.0			0.0			0.0			0.0			0.0			0.0			0.0			0.0			0.0
Interest income (expense), net		(18.1	)		(18.4	)		(16.7	)		(12.6	)		(8.1	)		(3.9	)		(0.6	)		0.2			0.8			0.9			1.0			1.2			3.9			0.9			0.7			0.6			0.6			2.9			0.7			0.7			0.7			0.8			2.8			3.7
Other income (expense), net		0.9			(4.5	)		3.1			2.5			4.7			5.0			1.8			1.7			0.9			(0.0	)		0.8			1.2			2.9			0.2			0.0			0.0			0.0			0.2			0.0			0.0			0.0			0.0			0.0			0.0

Profit before tax		54.4			87.6			129.1			66.7			68.3			75.0			128.7			171.5			21.0			48.0			52.7			23.0			144.7			8.9			27.9			42.1			30.8			109.7			12.3			36.1			49.3			37.2			134.8			150.6
% margin		3.4	%		5.1	%		7.0	%		4.4	%		4.8	%		4.8	%		7.5	%		9.2	%		4.7	%		10.0	%		10.4	%		5.1	%		7.7	%		2.1	%		6.0	%		8.1	%		6.5	%		5.8	%		2.8	%		7.4	%		9.1	%		7.5	%		6.8	%		7.4	%

Tax rate		42.6	%		41.6	%		41.0	%		37.9	%		40.6	%		38.5	%		39.2	%		39.0	%		39.2	%		38.9	%		38.9	%		38.2	%		38.8	%		39.0	%		39.0	%		39.0	%		39.0	%		39.0	%		39.0	%		39.0	%		39.0	%		39.0	%		39.0	%		39.0	%

Net income (loss)		31.3			51.2			76.2			41.4			40.6			46.1			78.2			104.6			12.8			29.4			32.2			14.2			88.5			5.4			17.0			25.7			18.8			66.9			7.5			22.0			30.1			22.7			82.2			91.9
Extraordinary item (net of tax) (1) — (13)		(2.6	)		(0.8	)		0.0			(4.7	)		(4.7	)		(2.9	)		(1.6	)		(9.8	)		(5.1	)		3.3			(0.6	)		(0.1	)		(2.5	)		(0.6	)		0.0			0.0			0.0			(0.6	)		0.0			0.0			0.0			0.0			0.0			0.0

Net income		28.7			50.4			76.2			36.7			35.9			43.2			76.6			94.8			7.6			32.7			31.5			14.2			86.0			4.8			17.0			25.7			18.8			66.3			7.5			22.0			30.1			22.7			82.2			91.9
% margin		1.8	%		2.9	%		4.1	%		2.4	%		2.5	%		2.8	%		4.5	%		5.1	%		1.7	%		6.8	%		6.2	%		3.2	%		4.6	%		1.1	%		3.7	%		4.9	%		3.9	%		3.5	%		1.7	%		4.5	%		5.5	%		4.5	%		4.2	%		4.5	%

Average shares outstanding — diluted		23.7			23.9			24.0			25.0			25.4			25.4			25.5			25.7			25.6			25.6			25.5			25.3			25.5			25.2			24.8			24.5			24.3			24.7			24.2			24.2			24.2			24.2			24.2			24.2


EPS — diluted (continuing operations)	$	1.32		$	2.14		$	3.17		$	1.47		$	1.42		$	1.70		$	3.00		$	3.68		$	0.50		$	1.15		$	1.26		$	0.56		$	3.47		$	0.22		$	0.69		$	1.05		$	0.77		$	2.72		$	0.31		$	0.91		$	1.24		$	0.94		$	3.40		$	3.80

% change y/y					62.1	%		48.1	%		-53.6	%		-3.3	%		19.5	%		76.4	%		22.8	%		22.9	%		25.5	%		4.6	%		-52.4	%		-5.9	%		-56.6	%		-40.1	%		-17.0	%		37.6	%		-21.5	%		42.9	%		32.5	%		19.0	%		21.3	%		25.0	%		11.7	%

EPS – diluted	$	1.21		$	2.11		$	3.17		$	1.66		$	1.61		$	1.81		$	3.06		$	4.06		$	0.30		$	1.28		$	1.24		$	0.56		$	3.37		$	0.19		$	0.69		$	1.05		$	0.77		$	2.70		$	0.31		$	0.91		$	1.24		$	0.94		$	3.40		$	3.80
% change y/y					74.0	%		50.5	%		-47.7	%		-3.1	%		12.9	%		68.8	%		32.7	%		-26.5	%		39.6	%		-22.2	%		-52.6	%		-17.1	%		-36.0	%		-46.2	%		-15.4	%		38.1	%		-20.0	%		62.2	%		32.5	%		19.0	%		21.3	%		26.2	%		11.7	%


(1)		After-tax loss from discontinued operations of Clipper International. FY 1998: $2.6 million, FY 1999: $0.8 million

(2)		3Q01 and FY 2001: $2.8 million after-tax fair value net gain on sale of Wingfoot

(3)		4Q01 and FY 2001: $1.9 million nonrecurring tax benefit resulting from the resolution of certain tax contingencies originating in prior years.

(4)		3Q02 and FY 2002: $4.7 million after-tax benefit from the net impact of a favorable settlement with the IRS ($0.12 per diluted share), after-tax gains on sales of excess freight facilities at ABF ($0.09 per diluted share) and a charge ($0.02 per diluted share) relating to the increased liability reserves associated with the liquidation of an insurer who provides excess workers’ compensation insurance for claims that arose from 1993 through 1999

(5)		1Q03 and FY 2003: $5.5 million after-tax charge related to Arkansas Best’s interest rate swap on $110.0 million of the company’s borrowings

(6)		2Q03 and FY 2003: $8.4 million after-tax gain on sale of Wingfoot put option and $1.2 million pretax charge related to company’s interest rate swap

(7)		4Q03 and FY 2003: $0.7 million after-tax exit nonrecurring costs of exiting Clipper LTL business and $1.5 million after-tax gain on sale of Clipper LTL

(8)		2Q04 and FY 2004: $1.6 million after-tax charge related to increased reserves associated with insolvency of Reliance Insurance Co., one of Arkansas Best’s workers’ comp excess claims insurers

(9)		3Q05 and FY 2005: $9.8 million after-tax gain on sale of three non-ABF terminal facilities located in California to G.I. Trucking Company

(10)		1Q06 and FY 2006: $8.4 million pre-tax and $5.1 million after-tax settlement accounting charge excluded from ABF Freight System OR and consolidated operating and net income related to company’s supplemental benefit plan distributions

(11)		2Q06 and FY 2006: $4.9 million pre-tax and $3.1 million after-tax gain on sale of Clipper Exxpress (plus $0.2mm after-tax income from discontinued operations at Clipper) and $0.6 million pre-tax ($0.4 million after-tax) settlement accounting expense for early retirement

(12)		3Q06 and FY 2006: $1.0 million pre-tax ($0.6 million after-tax) settlement accounting expense for early retirement

(13)		1Q07 and FY 2007: $1.1 million pre-tax and $0.6 million after-tax settlement accounting charge excluded related to company’s supplemental benefit plan distributions

		Beginning with 1Q04 and 1Q03, there has been a reclassification between revenue and expense associated with certain shipments where ABF utilizes a third-party carrier for pickup or delivery of freight. This applies to shipments where ABF retains the primary obligation to provide services to the customer. The amounts reclassified for the years ended December 31, 2004 and December 31, 2003 were $28.7mm and $27.6mm, respectively.

Some calculations may vary due to rounding.

Source: Company data and Stifel Nicolaus estimates


		June 15, 2007



		John Larkin, CFA / jglarkin@stifel.com David Ross, CFA / dross@stifel.com Matt Grady / msgrady@stifel.com

Celadon Group Income Statement



(figures in $ millions, except per share amounts)																									FY 2006																FY 2007																FY 2008																FY 2009
																										Sept			Dec			Mar			Jun							Sept			Dec			Mar			Jun							Sept			Dec			Mar			Jun							Sept			Dec			Mar			Jun

Fiscal year end June 30	1998A			1999A			2000A			2001A			2002A			2003A			2004A			2005A				1QA			2QA			3QA			4QA			2006A				1QA			2QA			3QA			4QE			2007E				1QE			2QE			3QE			4QE			2008E				1QE			2QE			3QE			4QE			2009E			2010E

Gross revenues		229.9			281.8			351.6			351.8			337.0			367.1			397.9			436.8				117.9			120.3			115.3			126.7			480.2				127.7			122.9			120.4			133.6			504.6				136.7			132.7			130.0			144.3			543.7				144.9			140.7			137.8			153.0			576.4			610.9
% change y/y					22.6	%		24.7	%		0.1	%		-4.2	%		8.9	%		8.4	%		9.8	%			13.0	%		12.5	%		6.2	%		8.3	%		9.9	%			8.3	%		2.2	%		4.4	%		5.5	%		5.1	%			7.0	%		8.0	%		8.0	%		8.0	%		7.7	%			6.0	%		6.0	%		6.0	%		6.0	%		6.0	%		6.0	%

Operating expenses:
Salaries, wages and employee benefits		69.9			76.2			96.8			96.0			100.4			111.6			124.5			133.6				34.9			35.5			35.7			38.6			144.6				35.3			36.4			35.8			39.8			147.4				40.1			39.0			38.5			41.8			159.5				42.1			41.0			40.5			43.9			167.4			176.3
Fuel		29.4			26.7			36.9			39.8			36.0			47.6			57.1			81.5				26.2			27.9			25.3			29.8			109.3				30.7			26.7			27.5			29.1			114.0				29.3			28.5			28.1			30.5			116.4				30.7			29.9			29.5			32.0			122.2			128.6
Operations and maintenance		19.0			26.3			26.9			26.8			28.1			31.7			33.1			33.7				7.3			7.4			7.1			7.6			29.4				7.6			7.6			8.3			8.0			31.6				8.0			7.8			7.7			8.3			31.7				8.4			8.1			8.0			8.7			33.3			35.0
Insurance and claims		6.5			7.2			9.6			10.1			12.0			14.1			15.8			14.4				3.4			4.0			3.6			2.7			13.7				4.2			3.3			3.3			4.3			15.2				4.4			4.2			4.2			4.5			17.3				4.6			4.5			4.4			4.8			18.2			19.2
Depreciation and amortization		12.9			13.2			14.5			15.4			13.7			13.8			16.0			14.9				3.2			2.9			3.2			3.2			12.4				3.5			4.0			6.7			4.2			18.4				4.7			4.6			4.5			4.9			18.8				5.0			4.8			4.8			5.2			19.8			20.8
Rent and purchased transportation		61.5			97.4			132.8			134.1			112.1			110.1			107.9			108.9				28.2			28.1			26.0			27.6			109.9				27.7			26.5			24.2			30.7			109.0				30.5			29.7			29.3			31.8			121.3				32.0			31.2			30.8			33.4			127.4			134.1
Cost of products and services sold		0.0			0.0			0.0			2.7			4.1			4.5			5.0			4.8				1.3			1.3			1.3			1.4			5.4				1.9			2.0			1.5			1.4			6.7				1.4			1.3			1.3			1.4			5.4				1.4			1.4			1.4			1.5			5.7			6.0
Professional and consulting fees		1.5			2.2			1.8			2.9			1.7			2.5			2.4			2.6				0.9			0.7			0.6			0.5			2.7				0.5			0.5			0.5			0.6			2.1				0.6			0.6			0.6			0.6			2.5				0.7			0.6			0.6			0.7			2.6			2.7
Communications and utilities		3.3			3.8			4.3			4.0			3.9			4.2			4.2			4.2				1.0			1.0			1.0			1.1			4.1				1.1			1.2			1.2			1.2			4.8				1.2			1.2			1.2			1.3			5.0				1.3			1.3			1.3			1.4			5.2			5.5
Operating taxes and licenses		3.9			5.1			6.2			6.0			6.8			7.5			8.2			8.5				2.1			2.2			1.9			2.1			8.2				2.1			2.2			2.1			2.5			8.9				2.5			2.4			2.4			2.6			9.9				2.6			2.5			2.5			2.7			10.4			10.9
General and other operating		6.3			7.4			10.2			9.4			7.6			6.8			6.9			6.3				1.5			1.5			1.6			1.6			6.1				1.5			1.5			1.5			1.9			6.4				1.9			1.8			1.8			1.9			7.4				2.0			1.9			1.9			2.0			7.8			8.2
Non-cash member and vendor development costs		0.0			0.0			0.0			0.0			0.0			0.0			0.0			0.0				0.0			0.0			0.0			0.0			0.0				0.0			0.0			0.0			0.0			0.0				0.0			0.0			0.0			0.0			0.0				0.0			0.0			0.0			0.0			0.0			0.0
Loss on disposition of flatbed division		0.0			0.0			0.0			0.0			0.0			0.0			0.0			0.0				0.0			0.0			0.0			0.0			0.0				0.0			0.0			0.0			0.0			0.0				0.0			0.0			0.0			0.0			0.0				0.0			0.0			0.0			0.0			0.0			0.0

Total operating expenses		214.1			265.3			340.0			347.1			326.5			354.4			381.1			413.4				109.8			112.5			107.3			116.3			446.0				116.1			111.9			112.8			123.7			464.5				124.5			121.2			119.6			129.9			495.2				130.7			127.3			125.7			136.3			520.0			547.4
Operating ratio		93.1	%		94.1	%		96.7	%		98.7	%		96.9	%		96.5	%		95.8	%		94.6	%			93.1	%		93.5	%		93.1	%		91.8	%		92.9	%			90.9	%		91.1	%		93.7	%		92.6	%		92.0	%			91.1	%		91.3	%		92.0	%		90.0	%		91.1	%			90.2	%		90.5	%		91.2	%		89.1	%		90.2	%		89.6	%

EBIT		15.8			16.5			11.6			4.7			10.5			12.7			16.9			23.4				8.1			7.8			8.0			10.4			34.2				11.6			11.0			7.6			9.9			40.1				12.2			11.5			10.4			14.4			48.5				14.2			13.4			12.1			16.7			56.4			63.6
% margin		6.9	%		5.9	%		3.3	%		1.3	%		3.1	%		3.5	%		4.2	%		5.4	%			6.9	%		6.5	%		6.9	%		8.2	%		7.1	%			9.1	%		8.9	%		6.3	%		7.4	%		8.0	%			8.9	%		8.7	%		8.0	%		10.0	%		8.9	%			9.8	%		9.5	%		8.8	%		10.9	%		9.8	%		10.4	%

EBITDA		28.7			29.7			26.1			20.1			24.2			26.6			32.9			38.3				11.3			10.7			11.2			13.5			46.7				15.1			15.0			14.3			14.1			58.5				16.9			16.1			14.9			19.4			67.4				19.2			18.2			16.9			21.9			76.1			84.4
% margin		12.5	%		10.5	%		7.4	%		5.7	%		7.2	%		7.2	%		8.3	%		8.8	%			9.5	%		8.9	%		9.7	%		10.7	%		9.7	%			11.8	%		12.2	%		11.9	%		10.6	%		11.6	%			12.4	%		12.2	%		11.5	%		13.4	%		12.4	%			13.2	%		12.9	%		12.3	%		14.3	%		13.2	%		13.8	%

Interest (income)		(0.5	)		(0.2	)		(0.1	)		(0.1	)		(0.1	)		(0.1	)		(0.0	)		(0.0	)			(0.0	)		(0.1	)		(0.0	)		(0.0	)		(0.2	)			(0.0	)		(0.0	)		(0.0	)		(0.0	)		(0.0	)			(0.0	)		(0.0	)		(0.0	)		(0.0	)		(0.2	)			(0.0	)		(0.1	)		(0.1	)		(0.1	)		(0.3	)		(0.7	)
Interest expense		6.4			7.6			9.3			9.4			7.6			5.4			3.8			1.4				0.3			0.2			0.2			0.2			0.9				0.3			0.8			1.0			1.0			3.0				0.9			0.9			0.8			0.7			3.3				0.7			0.6			0.6			0.6			2.6			2.6

Profit before tax		9.9			9.0			2.7			(3.9	)		2.9			7.4			13.0			22.0				7.8			7.7			7.8			10.2			33.4				11.4			10.2			6.6			9.0			37.1				11.3			10.7			9.7			13.7			45.4				13.6			12.8			11.6			16.1			54.0			61.6
% margin		4.3	%		3.2	%		0.8	%		-1.1	%		0.9	%		2.0	%		3.3	%		5.0	%			6.6	%		6.4	%		6.7	%		8.1	%		7.0	%			8.9	%		8.3	%		5.5	%		6.7	%		7.4	%			8.3	%		8.1	%		7.4	%		9.5	%		8.4	%			9.4	%		9.1	%		8.4	%		10.5	%		9.4	%		10.1	%

Tax rate		39.5	%		38.1	%		35.9	%		25.2	%		41.6	%		44.4	%		48.9	%		42.8	%			39.7	%		37.3	%		39.9	%		37.5	%		38.5	%			37.4	%		40.6	%		40.4	%		38.5	%		39.1	%			38.5	%		38.5	%		38.5	%		38.5	%		38.5	%			38.5	%		38.5	%		38.5	%		38.5	%		38.5	%		38.5	%

Net income (loss) from continuing operations		6.0			5.6			1.7			(2.9	)		1.7			4.1			6.6			12.6				4.7			4.8			4.7			6.4			20.5				7.1			6.1			3.9			5.5			22.6				6.9			6.6			5.9			8.5			27.9				8.3			7.9			7.1			9.9			33.2			37.9
Extraordinary item (net of tax) (1) - (9)		0.0			(0.7	)		(3.7	)		(3.2	)		0.0			(0.5	)		(6.9	)		0.0				0.0			0.0			0.0			0.0			0.0				0.0			0.0			0.0			0.0			0.0				0.0			0.0			0.0			0.0			0.0				0.0			0.0			0.0			0.0			0.0			0.0

Net income		6.0			4.8			(2.0	)		(6.1	)		1.7			3.6			(0.3	)		12.6				4.7			4.8			4.7			6.4			20.5				7.1			6.1			3.9			5.5			22.6				6.9			6.6			5.9			8.5			27.9				8.3			7.9			7.1			9.9			33.2			37.9
% margin		2.6	%		1.7	%		-0.6	%		-1.7	%		0.5	%		1.0	%		1.7	%		2.9	%			4.0	%		4.0	%		4.1	%		5.0	%		4.3	%			5.6	%		4.9	%		3.3	%		4.1	%		4.5	%			5.1	%		5.0	%		4.6	%		5.9	%		5.1	%			5.8	%		5.6	%		5.2	%		6.5	%		5.8	%		6.2	%

Average shares outstanding - diluted (10) (11)		17.4			17.5			17.5			17.2			17.4			18.1			18.0			23.0				23.2			23.3			23.5			23.5			23.4				23.5			23.7			23.7			23.7			23.7				23.7			23.7			23.7			23.7			23.7				23.7			23.7			23.7			23.7			23.7			23.7

FY EPS — diluted (continuing operations)	$	0.34		$	0.32		$	0.10			($0.17	)	$	0.10		$	0.23		$	0.37		$	0.55			$	0.20		$	0.21		$	0.20		$	0.27		$	0.88			$	0.30		$	0.26		$	0.17		$	0.23		$	0.96			$	0.29		$	0.28		$	0.25		$	0.36		$	1.18			$	0.35		$	0.33		$	0.30		$	0.42		$	1.40		$	1.60

% change y/y					-7.1	%		-69.4	%	NM			NM				133.9	%		60.9	%		48.3	%			69.3	%		69.7	%		68.5	%		45.4	%		60.7	%			49.7	%		24.3	%		-16.8	%		-14.5	%		8.7	%			-3.2	%		8.6	%		51.0	%		53.4	%		23.2	%			20.1	%		19.1	%		19.9	%		17.4	%		19.0	%		14.1	%
FY EPS — diluted	$	0.34		$	0.28			($0.12	)		($0.36	)	$	0.10		$	0.20			($0.02	)	$	0.55			$	0.20		$	0.21		$	0.20		$	0.27		$	0.88			$	0.30		$	0.26		$	0.17		$	0.23		$	0.96			$	0.29		$	0.28		$	0.25		$	0.36		$	1.18			$	0.35		$	0.33		$	0.30		$	0.42		$	1.40		$	1.60
% change y/y					-19.4	%		-142.2	%	NM				-127.5	%		102.9	%		-107.7	%	NM					69.3	%		69.7	%		68.5	%		45.4	%		60.7	%			49.7	%		24.3	%		-16.8	%		-14.5	%		8.7	%			-3.2	%		8.6	%		51.0	%		53.4	%		23.2	%			20.1	%		19.1	%		19.9	%		17.4	%		19.0	%		14.1	%
CY EPS — diluted (continuing operations)	$	0.33		$	0.30			($0.10	)		($0.09	)	$	0.21		$	0.25		$	0.43		$	0.71			$	0.20		$	0.27		$	0.30		$	0.26		$	1.03			$	0.17		$	0.23		$	0.29		$	0.28		$	0.97			$	0.25		$	0.36		$	0.35		$	0.33		$	1.29			$	0.30		$	0.42		$	0.40		$	0.38		$	1.50
% change y/y					-8.6	%	NM				-10.9	%	NM				18.5	%		69.3	%		65.6	%			68.5	%		45.4	%		49.7	%		24.3	%		44.3	%			-16.8	%		-14.5	%		-3.2	%		8.6	%		-5.9	%			51.0	%		53.4	%		20.1	%		19.1	%		33.1	%			19.9	%		17.4	%		13.9	%		14.0	%		16.0	%
CY EPS — diluted	$	0.31		$	0.16			($0.20	)		($0.28	)	$	0.18			($0.14	)	$	0.43		$	0.71			$	0.20		$	0.27		$	0.30		$	0.26		$	1.03			$	0.17		$	0.23		$	0.29		$	0.28		$	0.97			$	0.25		$	0.36		$	0.35		$	0.33		$	1.29			$	0.30		$	0.42		$	0.40		$	0.38		$	1.50
% change y/y					-46.9	%	NM				39.6	%		-165.4	%	NM			NM				65.6	%			68.5	%		45.4	%		49.7	%		24.3	%		44.3	%			-16.8	%		-14.5	%		-3.2	%		8.6	%		-5.9	%			51.0	%		53.4	%		20.1	%		19.1	%		33.1	%			19.9	%		17.4	%		13.9	%		14.0	%		16.0	%


(1)		FY99 excludes a $1.2 million pretax charge ($0.7 million aftertax) related to the expiration of its previously announced merger agreement with Odyssey Investment Partners

(2)		F1Q00 excludes a $3.3 million pretax loss ($2.0 million aftertax) on disposition of equipment

(3)		F4Q00 excludes $2.8 million non-cash pretax charge ($1.7 million aftertax) related to the fair value of shares of TruckersB2B common stock earned by its strategic partners

(4)		F3Q01 excludes $0.8 million in pretax deferred IPO expenses for TruckersB2B

(5)		F4Q01 excludes a $3.7 million pretax loss on disposal of the company’s flatbed division and approximately $350,000 of non-cash member and vendor development expense related to issuing shares of TruckersB2B common stock at fair value to a strategic partner

(6)		F1Q03 excludes a $914,000 pretax write-off of unamortized loan origination costs for refinancing the company’s line of credit

(7)		F1Q04 excludes a $9.8 million pretax ($6.9 million aftertax) impairment charge on 48’ trailers

(8)		F4Q04 excludes a $3.1 million pretax benefit from a fuel tax refund relating to prior years as well as a $3.1 million pretax increase in insurance and claims expense, primarily relating to a large accident in F4Q04

(9)		F2Q06 includes $940,000 pretax compensation expense due to accounting adjustment to account for increased value of stock appreciation rights (SARs), as Celadon’s common stock price increased 29% in 2Q06. Without this additional expense, 2Q06 OR would have been 92.8% and EPS would have been $0.52.

(10)		Adjusted for 3:2 stock split, effective February 15, 2006

(11)		Adjusted for 3:2 stock split, effective June 15, 2006

Certain prior year amounts have been reclassified to conform to the current year presentation

Source: Company data and Stifel Nicolaus estimates


Transportation & Logistics		June 15, 2007 David Ross, CFA / dross@stifel.com John Larkin, CFA / jglarkin@stifel.com

Con-way Inc. Income Statement


(figures in $ millions, except per share amounts)																2006																2007																2008

Fiscal Year End December 31	2001A			2002A			2003A			2004A			2005A				1QA			2QA			3QA			4QA			2006A				1QA			2QE			3QE			4QE			2007E				1QE			2QE			3QE			4QE			2008E			2009E

Con-way Freight and Transportation
Revenue		1,891.8			1,981.9			2,163.7			2,532.2			2,816.6				708.3			754.4			735.9			679.8			2,878.3				681.7			761.9			754.3			706.9			2,904.9				715.8			811.4			807.1			756.4			3,090.8			3,307.1
% growth					4.8	%		9.2	%		17.0	%		11.2	%			10.6	%		5.7	%		-0.7	%		-5.7	%		2.2	%			-3.8	%		1.0	%		2.5	%		4.0	%		0.9	%			5.0	%		6.5	%		7.0	%		7.0	%		6.4	%		7.0	%
Operating income		156.0			134.1			189.1			247.2			331.1				65.6			102.3			89.3			60.1			317.3				53.9			78.5			89.0			70.0			291.3				56.5			94.1			96.9			77.2			324.7			349.0
Operating ratio		91.8	%		93.2	%		91.3	%		90.2	%		88.2	%			90.7	%		86.4	%		87.9	%		91.2	%		89.0	%			92.1	%		89.7	%		88.2	%		90.1	%		90.0	%			92.1	%		88.4	%		88.0	%		89.8	%		89.5	%		89.4	%
Menlo Worldwide
Revenue — Logistics		948.3			1,008.6			1,063.0			1,174.8			1,339.7				349.9			345.7			340.9			318.9			1,355.3				320.5			345.7			368.1			366.7			1,401.0				352.5			380.3			405.0			403.4			1,541.1			1,664.4
% growth					6.4	%		5.4	%		10.5	%		14.0	%			15.9	%		9.0	%		-3.9	%		-12.9	%		1.2	%			-8.4	%		0.0	%		8.0	%		15.0	%		3.4	%			10.0	%		10.0	%		10.0	%		10.0	%		10.0	%		8.0	%
Operating income — Logistics		(29.9	)		22.8			17.5			22.7			26.7				6.2			6.1			5.5			7.9			25.6				6.5			6.9			7.4			8.8			29.6				7.1			8.4			8.9			9.7			34.0			36.3
Operating ratio		103.2	%		97.7	%		98.4	%		98.1	%		98.0	%			98.2	%		98.2	%		98.4	%		97.5	%		98.1	%			98.0	%		98.0	%		98.0	%		97.6	%		97.9	%			98.0	%		97.8	%		97.8	%		97.6	%		97.8	%		97.8	%
Vector operating income (net of income tax related to Vector)		(9.4	)		18.2			20.7			18.3			16.1				4.2			4.7			2.0			0.7			11.6
% growth				NM				13.9	%		-11.9	%		-12.0	%			3.9	%		36.4	%		-40.8	%		-86.6	%		-28.0	%


Consolidated revenue		2,847.5			2,993.3			3,227.0			3,712.4			4,169.6				1,058.1			1,100.1			1,076.8			998.6			4,233.6				1,002.2			1,107.6			1,122.5			1,073.6			4,305.9				1,068.3			1,191.7			1,212.1			1,159.8			4,631.9			4,971.6
% growth					5.1	%		7.8	%		15.0	%		12.3	%			11.7	%		6.4	%		-2.0	%		-8.3	%		1.5	%			-5.3	%		0.7	%		4.2	%		7.5	%		1.7	%			6.6	%		7.6	%		8.0	%		8.0	%		7.6	%		7.3	%
Consolidated operating income		114.1			171.6			224.9			284.2			370.7				76.7			111.8			96.1			68.7			353.4				60.2			85.1			96.1			78.5			319.8				63.3			102.2			105.5			86.5			357.5			383.9
Consolidated operating ratio		96.0	%		94.3	%		93.0	%		92.3	%		91.1	%			92.7	%		89.8	%		91.1	%		93.1	%		91.7	%			94.0	%		92.3	%		91.4	%		92.7	%		92.6	%			94.1	%		91.4	%		91.3	%		92.5	%		92.3	%		92.3	%


EBITDA		237.5			246.7			338.4			412.5			505.0				113.4			148.1			133.6			106.6			501.7				98.5			125.2			135.6			116.8			476.0				102.7			143.4			146.5			126.7			519.3			557.6
% margin		8.3	%		8.2	%		10.5	%		11.1	%		12.1	%			10.7	%		13.5	%		12.4	%		10.7	%		11.9	%			9.8	%		11.3	%		12.1	%		10.9	%		11.1	%			9.6	%		12.0	%		12.1	%		10.9	%		11.2	%		11.2	%
Investment income		4.0			5.6			2.5			7.5			22.7				6.9			6.7			5.4			5.8			24.8				5.4			5.2			4.4			4.1			19.1				4.0			4.1			4.2			4.2			16.5			18.3
Interest expense		(27.0	)		(22.8	)		(29.6	)		(39.7	)		(37.5	)			(8.1	)		(8.3	)		(8.8	)		(9.0	)		(34.2	)			(8.6	)		(8.9	)		(8.5	)		(8.1	)		(33.9	)			(7.7	)		(7.3	)		(6.9	)		(6.5	)		(28.4	)		(22.1	)
Miscellaneous, net		(6.1	)		(10.7	)		(0.4	)		(5.1	)		(4.9	)			0.2			0.2			(0.5	)		(0.2	)		(0.4	)			(0.2	)		0.0			0.0			0.0			(0.2	)			0.0			0.0			0.0			0.0			0.0			0.0
Income from continuing operations before income tax provision		85.0			143.6			197.5			246.8			351.1				75.7			110.4			92.2			65.3			343.6				56.8			81.4			92.0			74.5			304.7				59.6			99.0			102.7			84.2			345.6			380.1
% margin		3.0	%		4.8	%		6.1	%		6.6	%		8.4	%			7.2	%		10.0	%		8.6	%		6.5	%		8.1	%			5.7	%		7.4	%		8.2	%		6.9	%		7.1	%			5.6	%		8.3	%		8.5	%		7.3	%		7.5	%		7.6	%

Tax rate		37.8	%		34.0	%		39.0	%		39.0	%		36.9	%			37.6	%		37.4	%		37.1	%		38.0	%		37.5	%			41.1	%		38.0	%		38.0	%		38.0	%		38.6	%			38.0	%		38.0	%		38.0	%		38.0	%		38.0	%		38.0	%

Income from continuing operations		52.9			94.8			120.5			150.4			221.4				47.2			69.1			58.0			40.5			214.8				33.5			50.5			57.0			46.2			187.2				37.0			61.4			63.7			52.2			214.3			235.7

% margin		0.0			0.0			0.0			0.0			0.1				0.0			0.1			0.1			0.0			0.1				0.0			0.0			0.1			0.0			0.0				0.0			0.1			0.1			0.0			0.0			0.0
Preferred stock dividends		8.3			8.3			8.2			8.2			7.7				1.8			1.8			1.7			1.8			7.2				1.7			1.8			1.8			1.8			7.1				1.8			1.8			1.8			1.8			7.2			7.2

Net income (loss) from continuing operations applicable to common shareholders		44.6			86.5			112.2			142.2			213.7				45.5			67.2			56.3			38.6			207.6				31.8			48.7			55.2			44.4			180.1				35.2			59.6			61.9			50.4			207.1			228.5
Add back:
Series B preferred dividends, net of tax		2.0			8.3			8.2			8.2			7.7				1.8			1.8			1.7			1.8			7.2				1.7			1.8			1.8			1.8			7.1				1.8			1.8			1.8			1.8			7.2			7.2
Convertible debenture interest expense, net of tax		1.0			3.8			3.8			1.6			0.0				0.0			0.0			0.0			0.0			0.0				0.0			0.0			0.0			0.0			0.0				0.0			0.0			0.0			0.0			0.0			0.0
Less replacement funding adjustment, net of tax		(1.7	)		(6.9	)		(6.9	)		(6.9	)		(6.6	)			(1.5	)		(1.5	)		(1.5	)		(1.5	)		(6.0	)			(1.5	)		(1.5	)		(1.5	)		(1.5	)		(6.0	)			(1.5	)		(1.5	)		(1.5	)		(1.5	)		(6.0	)		(6.0	)

Adjusted net income from continuing operations		45.9			91.7			117.4			145.1			214.9				45.7			67.5			56.5			39.0			208.8				32.0			49.0			55.5			44.7			181.2				35.5			59.9			62.2			50.7			208.3			229.7
% margin		1.6	%		3.1	%		3.6	%		3.9	%		5.2	%			4.3	%		6.1	%		5.2	%		3.9	%		4.9	%			3.2	%		4.4	%		4.9	%		4.2	%		4.2	%			3.3	%		5.0	%		5.1	%		4.4	%		4.5	%		4.6	%

Diluted shares outstanding		53.0			56.7			56.7			56.5			56.2				55.4			53.1			50.9			49.9			52.3				49.1			48.7			48.1			47.5			48.4				47.3			47.3			47.3			47.3			47.3			47.3

Adjusted diluted EPS from continuing operations	$	0.87		$	1.62		$	2.07		$	2.57		$	3.82			$	0.83		$	1.27		$	1.11		$	0.78		$	3.99			$	0.65		$	1.00		$	1.16		$	0.94		$	3.75			$	0.75		$	1.27		$	1.31		$	1.07		$	4.40		$	4.85

% growth					87.0	%		27.9	%		24.2	%		48.7	%			20.7	%		19.9	%		-0.5	%		-19.5	%		4.5	%			-21.0	%		-21.0	%		3.9	%		20.3	%		-6.2	%			14.9	%		25.9	%		13.7	%		14.0	%		17.5	%		10.3	%

Certain amounts in prior periods have been reclassified to conform to current presentation. As of 1Q06 reporting, Con-Way Transportation Services was renamed Con-way Freight and Transportation and now includes Road Systems, formerly included in Other Closed June 2006, Con-way Forwarding is reported as a discontinued operation in 2Q06; prior periods have not been restated. On June 29, 2006, Con-way disclosed that General Motors had exercised its call right to purchase the remaining 80% interest in Vector SCM LLC, the joint venture formed by Con-way and GM in December 2000. We estimate the deal will close at the beginning of 4Q06 and cash will be received in 4Q06 for the $60mm-$80mm value we believe should be realized. Following closing, we are not modeling any transition services being provided by Con-way. No income will be realized until closing.

(1)

2002 excludes $8.7 million ($5.3 million after-tax) gain on sale of a property as well as a $14.0mm reversal of accrued taxes related to the settlement with the IRS of aircraft maintenance issues

(2)

1Q05 excludes $0.4mm tax benefit from reversal of accrued taxes related to the settlement with the IRS of previous tax filings

(3)

2Q05 excludes $7.0mm tax benefit from reversal of accrued taxes related to the settlement with the IRS of previous tax filings

(4)

3Q05 excludes $0.4mm tax benefit from reversal of accrued taxes related to the settlement with the IRS of previous tax filings

(5)

1Q06 reflects adoption of SFAS 123R, effective January 1, 2006. Con-way adopted SFAS 123 R under the modified prospective method, so prior-period financial statements have not been restated

(6)

2Q06 excludes $6.9mm tax benefit from reversal of accrued taxes related to the settlement with the IRS of previous tax filings

(7)

3Q06 excludes $6.2 million (or $0.13 per share) gain on sale of Con-way Expedite

(8)

4Q06 excludes $41.1mm pretax ($0.82 per share) gain on sale of Vector SCM interest to General Motors and related and unrelated tax benefits

(9)

1Q07 excludes $2.7mm pretax ($0.03 per share) charge for the post-closing settlement of outstanding items related to the sale of Vector SCM and $1.8mm pretax ($0.02 per share) loss due to higher claims from a reinsurance pool in which the company participates

Source: Company data and Stifel Nicolaus estimates


*Breakdown of Revenue by Segment*																2006																2007																2008

	2001A			2002A			2003A			2004A			2005A				1QA			2QA			3QA			4QA			2006A				1QA			2QE			3QE			4QE			2007E				1QE			2QE			3QE			4QE			2008E			2009E

Con-way Freight and Transportation		66.4	%		66.2	%		67.0	%		68.2	%		67.6	%			66.9	%		68.6	%		68.3	%		68.1	%		68.0	%			68.0	%		68.8	%		67.2	%		65.8	%		67.5	%			67.0	%		68.1	%		66.6	%		65.2	%		66.7	%		66.5	%
Menlo Worldwide Logistics Con-		33.3	%		33.7	%		32.9	%		31.6	%		32.1	%			33.1	%		31.4	%		31.7	%		31.9	%		32.0	%			32.0	%		31.2	%		32.8	%		34.2	%		32.5	%			33.0	%		31.9	%		33.4	%		34.8	%		33.3	%		33.5	%
way Other		0.3	%		0.1	%		0.0	%		0.1	%		0.3	%			0.0	%		0.0	%		0.0	%		0.0	%		0.0	%			0.0	%		0.0	%		0.0	%		0.0	%		0.0	%			0.0	%		0.0	%		0.0	%		0.0	%		0.0	%		0.0	%

Total revenue		100.0	%		100.0	%		100.0	%		100.0	%		100.0	%			100.0	%		100.0	%		100.0	%		100.0	%		100.0	%			100.0	%		100.0	%		100.0	%		100.0	%		100.0	%			100.0	%		100.0	%		100.0	%		100.0	%		100.0	%		100.0	%


*Breakdown of Operating Income by Segment*																2006																2007																2008

	2001A			2002A			2003A			2004A			2005A				1QA			2QA			3QA			4QA			2006A				1QA			2QE			3QE			4QE			2007E				1QE			2QE			3QE			4QE			2008E			2009E

Con-way Freight and Transportation		136.7	%		78.1	%		84.1	%		87.0	%		89.3	%			85.5	%		91.5	%		92.9	%		87.4	%		89.8	%			89.5	%		92.2	%		92.6	%		89.2	%		91.1	%			89.3	%		92.1	%		91.8	%		89.2	%		90.8	%		90.9	%
Menlo Worldwide Logistics		-26.2	%		13.3	%		7.8	%		8.0	%		7.2	%			8.1	%		5.4	%		5.7	%		11.5	%		7.3	%			10.9	%		8.1	%		7.7	%		11.2	%		9.3	%			11.1	%		8.2	%		8.4	%		11.2	%		9.5	%		9.5	%
Vector SCM		-8.3	%		10.6	%		9.2	%		6.4	%		4.3	%			5.5	%		4.2	%		2.1	%		1.0	%		3.3	%			0.0	%		0.0	%		0.0	%		0.0	%		0.0	%			0.0	%		0.0	%		0.0	%		0.0	%		0.0	%		0.0	%
Con-way Other		-2.2	%		-2.0	%		-1.0	%		-1.4	%		-0.8	%			0.9	%		-1.1	%		-0.7	%		0.1	%		-0.3	%			-0.4	%		-0.4	%		-0.3	%		-0.4	%		-0.4	%			-0.5	%		-0.3	%		-0.3	%		-0.3	%		-0.3	%		-0.4	%


Total operating income		100.0	%		100.0	%		100.0	%		100.0	%		100.0	%			100.0	%		100.0	%		100.0	%		100.0	%		100.0	%			100.0	%		100.0	%		100.0	%		100.0	%		100.0	%			100.0	%		100.0	%		100.0	%		100.0	%		100.0	%		100.0	%


Transportation & Logistics		June 15, 2007 John Larkin, CFA / jglarkin@stifel.com David Ross, CFA / dross@stifel.com Matt Grady / msgrady@stifel.com

Forward Air Corporation Income Statement


(figures in $ millions, except per share amounts)																									2006																2007																2008

	1998A			1999A			2000A			2001A			2002A			2003A			2004A			2005A				1QA			2QA			3QA			4QA			2006A				1QA			2QE			3QE			4QE			2007E				1QE			2QE			3QE			4QE			2008E			2009E

Linehaul revenue		118.0			152.8			193.6			197.7			192.9			204.8			238.4			276.9				71.7			73.9			76.5			77.5			299.7				74.2			76.5			81.9			86.0			318.6				82.4			84.9			90.1			94.6			352.0			383.7
% change y/y		22.8	%		29.5	%		26.7	%		2.1	%		-2.5	%		6.2	%		16.4	%		16.2	%			22.0	%		10.8	%		4.5	%		-0.9	%		8.2	%			3.5	%		3.5	%		7.0	%		11.0	%		6.3	%			11.0	%		11.0	%		10.0	%		10.0	%		10.5	%		9.0	%
Logistics revenue		6.2			8.6			10.6			15.4			19.2			19.5			24.1			24.4				6.1			8.0			8.5			9.6			32.1				8.2			10.8			11.5			12.4			42.8				10.2			13.4			14.3			15.5			53.5			66.9
% change y/y		28.1	%		40.0	%		22.5	%		45.5	%		24.4	%		1.8	%		23.6	%		1.2	%			2.1	%		33.7	%		30.9	%		58.3	%		31.4	%			35.3	%		35.0	%		35.0	%		30.0	%		33.6	%			25.0	%		25.0	%		25.0	%		25.0	%		25.0	%		25.0	%
Other revenue		6.3			9.4			10.7			14.4			14.0			17.2			19.7			19.6				4.6			4.9			5.4			6.2			21.0				4.9			5.0			5.6			6.4			21.9				5.1			5.2			5.8			6.5			22.6			23.3
% change y/y		49.4	%		49.0	%		14.5	%		33.8	%		-2.1	%		22.3	%		14.6	%		-0.4	%			-5.6	%		1.1	%		6.4	%		26.9	%		7.2	%			8.5	%		3.0	%		3.0	%		3.0	%		4.2	%			3.0	%		3.0	%		3.0	%		3.0	%		3.0	%		3.0	%

Total operating revenue		130.4			170.8			214.9			227.5			226.1			241.5			282.2			320.9				82.3			86.8			90.4			93.2			352.8				87.4			92.3			98.9			104.8			383.4				97.7			103.6			110.1			116.7			428.1			473.8
% change y/y		24.1	%		31.0	%		25.8	%		5.9	%		-0.6	%		6.8	%		16.8	%		13.7	%			18.4	%		12.0	%		6.6	%		4.6	%		9.9	%			6.1	%		6.4	%		9.4	%		12.4	%		8.7	%			11.9	%		12.2	%		11.3	%		11.4	%		11.7	%		10.7	%

Operating expenses:
Purchased transportation		56.3			74.8			91.4			97.5			99.3			102.1			118.4			131.6				32.4			35.1			37.9			41.2			146.7				38.0			38.8			42.1			46.8			165.6				40.5			42.8			47.0			52.0			182.2			201.7
Salaries, wages, and employee benefits		31.2			38.3			47.3			50.9			50.4			54.3			62.7			68.1				18.8			18.3			18.4			18.9			74.4				19.0			19.9			20.3			21.5			80.7				22.2			22.0			22.6			23.9			90.7			100.4
Operating leases		6.9			8.8			10.1			11.7			12.0			13.1			12.8			13.5				3.4			3.4			3.8			3.8			14.5				3.7			3.7			3.9			4.2			15.5				4.2			4.1			4.4			4.7			17.3			19.2
Depreciation and amortization		4.3			5.0			5.8			8.4			7.5			7.3			6.8			8.9				2.4			2.1			2.1			2.4			8.9				2.4			2.2			2.3			2.5			9.5				2.7			2.4			2.6			2.8			10.6			11.7
Insurance and claims		2.4			2.0			3.6			7.5			5.2			5.2			5.4			5.2				1.5			1.7			1.6			1.2			6.0				1.7			1.8			1.8			1.4			6.8				1.8			2.0			2.0			1.6			7.5			8.3
Other operating expenses		13.3			15.4			19.5			19.9			20.1			19.5			22.5			24.9				6.8			6.4			6.9			6.7			26.8				6.7			7.4			7.6			7.8			29.5				7.9			8.1			8.4			8.7			33.2			36.8

Total operating expenses		114.4			144.4			177.6			195.8			194.4			201.3			228.6			252.2				65.4			67.0			70.7			74.3			277.4				71.5			73.8			78.1			84.2			307.7				79.3			81.5			87.0			93.7			341.6			378.0
Operating ratio		87.7	%		84.5	%		82.6	%		86.1	%		86.0	%		83.4	%		81.0	%		78.6	%			79.4	%		77.2	%		78.1	%		79.7	%		78.6	%			81.9	%		80.0	%		78.9	%		80.4	%		80.3	%			81.2	%		78.7	%		79.0	%		80.3	%		79.8	%		79.8	%

EBIT		16.0			26.4			37.3			31.7			31.7			40.2			53.6			68.7				17.0			19.8			19.8			18.9			75.4				15.8			18.5			20.9			20.5			75.7				18.4			22.1			23.1			23.0			86.5			95.8
% margin		12.3	%		15.5	%		17.4	%		13.9	%		14.0	%		16.6	%		19.0	%		21.4	%			20.6	%		22.8	%		21.9	%		20.3	%		21.4	%			18.1	%		20.0	%		21.1	%		19.6	%		19.7	%			18.8	%		21.3	%		21.0	%		19.7	%		20.2	%		20.2	%

EBITDA		20.4			31.4			43.1			40.1			39.2			47.4			60.4			77.7				19.4			21.8			21.9			21.3			84.3				18.2			20.7			23.2			23.1			85.2				21.1			24.5			25.7			25.8			97.1			107.5
% margin		15.6	%		18.4	%		20.0	%		17.6	%		17.3	%		19.6	%		21.4	%		24.2	%			23.5	%		25.1	%		24.2	%		22.8	%		23.9	%			20.9	%		22.4	%		23.5	%		22.0	%		22.2	%			21.6	%		23.7	%		23.4	%		22.1	%		22.7	%		22.7	%

Interest income (expense), net		(1.2	)		(0.8	)		(0.1	)		(0.2	)		(0.2	)		(0.1	)		(0.1	)		(0.1	)			(0.0	)		(0.0	)		(0.0	)		(0.0	)		(0.1	)			(0.0	)		0.4			0.5			0.5			1.4				0.6			0.6			0.7			0.7			2.5			3.3
Other income (expense), net		0.0			0.3			0.8			0.8			0.8			0.6			1.1			2.5				0.6			0.9			0.8			0.9			3.2				0.8			0.0			0.0			0.0			0.8				0.0			0.0			0.0			0.0			0.0			0.0


Profit before tax		14.8			26.0			38.0			32.2			32.3			40.7			54.7			71.1				17.6			20.6			20.6			19.8			78.5				16.6			18.9			21.4			21.1			77.9				18.9			22.7			23.8			23.7			89.1			99.1
% margin		11.4	%		15.2	%		17.7	%		14.2	%		14.3	%		16.9	%		19.4	%		22.2	%			21.3	%		23.8	%		22.7	%		21.2	%		22.3	%			18.9	%		20.5	%		21.6	%		20.1	%		20.3	%			19.4	%		21.9	%		21.6	%		20.3	%		20.8	%		20.9	%

Tax rate		38.1	%		38.3	%		38.2	%		38.3	%		36.9	%		36.6	%		37.0	%		37.0	%			37.3	%		36.9	%		38.1	%		38.5	%		37.7	%			37.8	%		37.8	%		37.8	%		37.8	%		37.8	%			37.8	%		37.8	%		37.8	%		37.8	%		37.8	%		37.8	%

Net income (loss) from continuing operations		9.2			16.0			23.4			19.9			20.4			25.8			34.4			44.8				11.0			13.0			12.7			12.2			48.9				10.3			11.7			13.3			13.1			48.4				11.8			14.1			14.8			14.7			55.4			61.6
Extraordinary item (net of tax) (1) (2) (4) (5)		1.0			0.0			0.0			0.0			1.2			0.0			0.0			0.1				0.0			0.0			0.0			0.0			0.0				0.0			0.0			0.0			0.0			0.0				0.0			0.0			0.0			0.0			0.0			0.0

Net income		10.2			16.0			23.4			19.9			21.6			25.8			34.4			44.9				11.0			13.0			12.7			12.2			48.9				10.3			11.7			13.3			13.1			48.4				11.8			14.1			14.8			14.7			55.4			61.6
% margin		7.8	%		9.4	%		10.9	%		8.7	%		9.5	%		10.7	%		12.2	%		14.0	%			13.4	%		15.0	%		14.1	%		13.1	%		13.9	%			11.8	%		12.7	%		13.4	%		12.5	%		12.6	%			12.1	%		13.6	%		13.4	%		12.6	%		12.9	%		13.0	%

Average shares outstanding — diluted (3)		28.9			31.8			33.4			33.4			33.1			32.6			32.9			32.4				31.8			31.9			31.2			30.8			31.5				30.7			30.5			30.4			30.2			30.4				30.1			29.9			29.8			29.6			29.8			29.2


EPS — diluted (continuing operations)	$	0.32		$	0.50		$	0.70		$	0.60		$	0.62		$	0.79		$	1.05		$	1.39			$	0.35		$	0.41		$	0.41		$	0.40		$	1.56			$	0.34		$	0.38		$	0.44		$	0.43		$	1.59			$	0.39		$	0.47		$	0.50		$	0.50		$	1.86		$	2.11

% change y/y		-20.5	%		58.8	%		39.3	%		-15.3	%		3.4	%		28.6	%		32.0	%		32.8	%			30.4	%		20.2	%		8.2	%		-3.0	%		12.1	%			-3.1	%		-5.7	%		7.5	%		9.8	%		2.3	%			16.7	%		22.5	%		13.5	%		14.7	%		16.7	%		13.5	%
EPS — diluted	$	0.35		$	0.50		$	0.70		$	0.60		$	0.65		$	0.79		$	1.05		$	1.39			$	0.35		$	0.41		$	0.41		$	0.40		$	1.56			$	0.34		$	0.38		$	0.44		$	0.43		$	1.59			$	0.39		$	0.47		$	0.50		$	0.50		$	1.86		$	2.11
% change y/y		-23.6	%		43.7	%		39.3	%		-15.3	%		9.5	%		21.5	%		32.0	%		33.0	%			30.4	%		11.3	%		8.2	%		3.3	%		11.9	%			-3.1	%		-5.7	%		7.5	%		9.8	%		2.3	%			16.7	%		22.5	%		13.5	%		14.7	%		16.7	%		13.5	%


(1)		1998 income from discontinued operations of Landair Transport, Inc., spun-off to shareholders in September 1998, of $1.35 million less $0.38 million loss on spin-off

(2)		4Q02 extraordinary items include pretax income of $1.3 million ($0.04 aftertax per diluted share) from the favorable settlement of previously disclosed litigation and pretax income of $1.3 million ($0.04 aftertax per diluted share) from a favorable premium adjustment under the retroactive

(3)		Share count adjusted for 3-for-2 stock split, effective April 1, 2005.

(4)		2Q05 excludes $1.4mm in pretax Other income ($0.9mm after tax) resulting from a gain due to a litigation settlement with the City of Atlanta regarding a property owned by the company adjacent to the Hartsfield-Jackson airport

(5)		4Q05 excludes $1.3mm pretax expense on the Salaries, wages, and employee benefits line ($0.8mm after tax) resulting from the company’s decision to accelerate the vesting of stock options

Source: Company data and Stifel Nicolaus estimates

Revenue by segment (as % of total)


Linehaul Logistics	90.4	%	89.5	%	90.1	%	86.9	%	85.3	%	84.8	%	84.5	%	86.3	%	87.1	%	85.2	%	84.6	%	83.1	%	84.9	%	85.0	%	82.9	%	82.8	%	82.1	%	83.1	%	84.3	%	82.0	%	81.8	%	81.1	%	82.2	%	81.0	%
Other	4.7	%	5.1	%	4.9	%	6.8	%	8.5	%	8.1	%	8.5	%	7.6	%	7.3	%	9.2	%	9.4	%	10.3	%	9.1	%	9.4	%	11.6	%	11.6	%	11.9	%	11.2	%	10.5	%	13.0	%	13.0	%	13.3	%	12.5	%	14.1	%
Total	4.8	%	5.5	%	5.0	%	6.3	%	6.2	%	7.1	%	7.0	%	6.1	%	5.5	%	5.6	%	6.0	%	6.6	%	6.0	%	5.7	%	5.4	%	5.7	%	6.1	%	5.7	%	5.2	%	5.0	%	5.2	%	5.6	%	5.3	%	4.9	%

	100.0	%	100.0	%	100.0	%	100.0	%	100.0	%	100.0	%	100.0	%	100.0	%	100.0	%	100.0	%	100.0	%	100.0	%	100.0	%	100.0	%	100.0	%	100.0	%	100.0	%	100.0	%	100.0	%	100.0	%	100.0	%	100.0	%	100.0	%	100.0	%


Transportation & Logistics		June 15, 2007

		John Larkin, CFA / jglarkin@stifel.com David Ross, CFA / dross@stifel.com Matt Grady / msgrady@stifel.com

J.B. Hunt Transport Income Statement


																									2006																2007																2008

(figures in $ millions, except per share amounts)	1998A			1999A			2000A			2001A			2002A			2003A			2004A			2005A				1QA			2QA			3QA			4QA			2006A				1QA			2QE			3QE			4QE			2007E				1QE			2QE			3QE			4QE			2008E			2009E

Gross revenues		1,841.6			2,045.1			2,160.4			2,100.3			2,247.9			2,433.5			2,786.2			3,127.9				779.9			838.3			858.3			851.6			3,328.0				797.5			872.8			917.2			942.7			3,530.2				864.3			949.4			994.6			1,022.9			3,831.2			4,111.8
% change y/y		18.5	%		11.0	%		5.6	%		-2.8	%		7.0	%		8.3	%		14.5	%		12.3	%			10.0	%		10.4	%		7.1	%		-0.8	%		6.4	%			2.3	%		4.1	%		6.9	%		10.7	%		6.1	%			8.4	%		8.8	%		8.4	%		8.5	%		8.5	%		7.3	%

By segment:
JBT		1,378.4			1,414.8			833.8			828.6			827.3			841.1			928.0			1,020.0				240.5			258.4			259.1			239.2			997.3				214.3			233.9			246.2			246.4			940.8				221.8			243.3			254.8			255.0			974.9			1,001.7
% change y/y		19.5	%		2.6	%	NM				-0.6	%		-0.1	%		1.7	%		10.3	%		9.9	%			3.7	%		5.1	%		0.3	%		-15.7	%		-2.2	%			-10.9	%		-9.5	%		-5.0	%		3.0	%		-5.7	%			3.5	%		4.0	%		3.5	%		3.5	%		3.6	%		2.8	%
Operating ratio		94.1	%		96.9	%		100.9	%		98.9	%		96.8	%		94.1	%		88.7	%		88.2	%			91.1	%		90.1	%		90.7	%		91.4	%		90.8	%			94.7	%		92.6	%		91.0	%		90.3	%		92.0	%			93.2	%		91.2	%		90.5	%		90.0	%		91.2	%		90.5	%

JBI	NA			NA				681.1			740.5			809.1			936.3			1,115.1			1,284.3				323.9			352.9			366.5			386.8			1,430.1				354.3			384.7			406.8			433.2			1,578.9				393.3			428.9			451.5			480.8			1,754.6			1,930.0
% change y/y	NA			NA			NM				8.7	%		9.3	%		15.7	%		19.1	%		15.2	%			12.7	%		14.2	%		11.6	%		7.6	%		11.4	%			9.4	%		9.0	%		11.0	%		12.0	%		10.4	%			11.0	%		11.5	%		11.0	%		11.0	%		11.1	%		10.0	%
Operating ratio	NA			NA				94.6	%		94.3	%		93.3	%		90.3	%		88.1	%		88.2	%			88.9	%		87.7	%		87.4	%		85.3	%		87.2	%			86.9	%		86.2	%		85.5	%		85.0	%		85.8	%			86.9	%		85.9	%		85.4	%		84.8	%		85.7	%		85.5	%

DCS		211.9			320.2			478.6			548.8			628.3			671.2			759.6			844.1				210.9			232.3			238.6			233.5			915.2				224.3			246.2			255.3			252.1			978.0				242.2			267.2			277.0			273.6			1,060.0			1,131.5
% change y/y		40.6	%		51.1	%		49.5	%		14.7	%		14.5	%		6.8	%		13.2	%		11.1	%			8.3	%		11.4	%		9.1	%		5.1	%		8.4	%			6.4	%		6.0	%		7.0	%		8.0	%		6.9	%			8.0	%		8.5	%		8.5	%		8.5	%		8.4	%		6.7	%
Operating ratio		92.0	%		92.5	%		94.1	%		96.8	%		96.9	%		93.3	%		90.1	%		88.0	%			89.2	%		88.8	%		87.1	%		87.0	%		88.0	%			90.2	%		89.0	%		87.8	%		87.5	%		88.6	%			90.0	%		88.0	%		88.0	%		87.6	%		88.4	%		88.2	%

ICS/JBL (1) (2)		317.3			387.9			230.0		NA			NA			NA			NA			NA					10.3		NA			NA			NA			NA					13.0			14.0			15.0			17.0			59.0				14.9			16.1			17.3			19.6			67.8			74.6
% change y/y	NA				22.3	%		-40.7	%	NA			NA			NA			NA			NA				NA			NA			NA			NA			NA					26.3	%	NA			NA			NA			NA					15.0	%		15.0	%		15.0	%		15.0	%		15.0	%		10.0	%
Operating ratio		97.6	%		97.3	%		96.5	%	NA			NA			NA			NA			NA					91.4	%	NA			NA			NA			NA					96.3	%		94.0	%		93.0	%		93.0	%		94.0	%			95.6	%		93.2	%		92.5	%		92.5	%		93.3	%		92.7	%

Operating expenses:
Salaries, wages and employee benefits		642.9			713.4			769.4			790.2			818.3			791.8			830.0			855.3				214.5			224.1			229.7			219.1			887.4				219.2			236.2			245.2			250.4			951.1				235.7			254.5			265.3			271.1			1,026.6			1,097.6
Rents and purchased transportation		619.9			689.6			694.8			604.5			698.5			799.2			932.1			1,058.4				265.6			283.5			288.1			287.5			1,124.7				266.5			298.2			309.5			316.1			1,190.3				297.5			321.2			334.9			342.3			1,295.9			1,385.5
Fuel and fuel taxes		137.6			169.4			242.8			226.1			210.6			232.4			288.6			389.0				104.6			115.2			119.7			107.9			447.3				105.0			112.3			118.2			123.2			458.7				108.2			121.0			127.9			133.3			490.4			524.3
Depreciation and amortization		140.4			149.0			134.4			142.8			145.8			150.2			149.8			163.0				43.5			44.5			45.8			49.7			183.6				49.5			46.5			46.6			45.2			187.8				47.9			50.1			50.5			48.9			197.3			211.0
Operating supplies and expenses		97.3			125.7			130.9			145.9			130.9			119.3			124.2			132.9				34.9			36.7			37.0			37.2			145.8				36.6			37.2			38.6			39.4			151.7				38.6			40.1			41.8			42.7			163.1			174.4
Insurance and claims		32.7			40.6			39.0			42.4			56.1			63.5			54.8			55.3				12.5			15.3			14.3			21.8			63.9				17.3			20.9			21.7			22.2			82.1				20.9			22.5			23.5			24.0			90.9			97.2
Operating taxes and licenses		24.0			27.1			32.6			32.6			32.8			33.2			35.0			35.8				8.4			8.7			8.8			8.5			34.4				8.4			8.5			8.8			9.0			34.8				8.5			9.2			9.6			9.8			37.0			39.6
General and administrative expenses, net (5)		26.1			34.7			28.6			19.3			30.0			34.7			35.0			45.5				7.7			9.3			8.5			6.9			32.3				9.1			8.5			8.8			9.0			35.5				9.3			9.2			9.6			9.8			37.8			40.4
Communications and utilities		19.2			21.3			24.5			24.4			23.9			23.5			23.0			22.6				5.9			5.6			5.9			5.3			22.6				5.4			6.2			6.4			6.6			24.6				6.2			6.7			7.0			7.1			26.9			28.8

Total operating expenses		1,740.1			1,970.8			2,097.0			2,028.1			2,146.9			2,247.8			2,472.4			2,757.8				697.6			742.8			757.8			743.8			2,942.0				717.1			774.5			803.9			821.0			3,116.5				772.8			834.4			869.9			889.0			3,366.0			3,598.7
Operating ratio		94.5	%		96.4	%		97.1	%		96.6	%		95.5	%		92.4	%		88.7	%		88.2	%			89.4	%		88.6	%		88.3	%		87.3	%		88.4	%			89.9	%		88.7	%		87.6	%		87.1	%		88.3	%			89.4	%		87.9	%		87.5	%		86.9	%		87.9	%		87.5	%

EBIT		101.5			74.3			63.4			72.2			101.0			185.6			313.7			370.1				82.3			95.4			100.5			107.8			386.0				80.4			98.3			113.3			121.7			413.7				91.5			115.0			124.7			134.0			465.2			513.1
% margin		5.5	%		3.6	%		2.9	%		3.4	%		4.5	%		7.6	%		11.3	%		11.8	%			10.6	%		11.4	%		11.7	%		12.7	%		11.6	%			10.1	%		11.3	%		12.4	%		12.9	%		11.7	%			10.6	%		12.1	%		12.5	%		13.1	%		12.1	%		12.5	%

EBITDA		241.9			223.3			197.8			215.0			246.8			335.9			463.5			533.2				125.8			139.9			146.3			157.5			569.6				129.9			144.8			160.0			166.8			601.5				139.4			165.1			175.1			182.9			662.5			724.0
% margin		13.1	%		10.9	%		9.2	%		10.2	%		11.0	%		13.8	%		16.6	%		17.0	%			16.1	%		16.7	%		17.0	%		18.5	%		17.1	%			16.3	%		16.6	%		17.4	%		17.7	%		17.0	%			16.1	%		17.4	%		17.6	%		17.9	%		17.3	%		17.6	%

Interest income (expense), net		(28.7	)		(28.3	)		(25.7	)		(27.0	)		(24.8	)		(17.2	)		(5.5	)		(5.6	)			(0.5	)		(3.1	)		(5.2	)		(6.4	)		(15.2	)			(7.4	)		(8.6	)		(9.4	)		(10.3	)		(35.6	)			(11.4	)		(11.9	)		(11.1	)		(9.8	)		(44.2	)		(28.1	)
Equity in earnings (loss) of associated companies		1.5			3.1			4.8			(2.1	)		(1.4	)		(0.7	)		(2.5	)		(4.7	)			(0.6	)		(1.6	)		(0.5	)		(0.4	)		(3.2	)			(0.5	)		(0.5	)		(0.5	)		(0.5	)		(2.0	)			(0.5	)		(0.5	)		(0.5	)		(0.5	)		(2.0	)		(2.0	)
Other income (expense), net		0.0			0.0			0.0			0.0			0.0			0.0			0.0			0.0				0.0			0.0			0.0			0.0			0.0				0.0			0.0			0.0			0.0			0.0				0.0			0.0			0.0			0.0			0.0			0.0


Profit before tax		74.3			49.1			42.4			43.1			74.8			167.7			305.8			359.9				81.2			90.7			94.8			100.9			367.6				72.5			89.2			103.5			110.9			376.1				79.6			102.7			113.0			123.6			418.9			483.0
% margin		4.0	%		2.4	%		2.0	%		2.1	%		3.3	%		6.9	%		11.0	%		11.5	%			10.4	%		10.8	%		11.0	%		11.8	%		11.0	%			9.1	%		10.2	%		11.3	%		11.8	%		10.7	%			9.2	%		10.8	%		11.4	%		12.1	%		10.9	%		11.7	%

Tax rate (4)		37.0	%		35.0	%		15.0	%		23.5	%		30.8	%		38.5	%		40.5	%		37.9	%			39.0	%		39.0	%		39.0	%		34.8	%		37.9	%			39.1	%		39.0	%		39.0	%		39.0	%		39.0	%			39.0	%		39.0	%		39.0	%		39.0	%		39.0	%		39.0	%

Net income (loss) from continuing operations		46.8			31.9			36.1			32.9			51.8			103.2			181.9			223.4				49.5			55.3			57.8			65.7			228.4				44.2			54.4			63.2			67.7			229.5				48.5			62.6			69.0			75.4			255.5			294.6
Extraordinary item (net of tax) (3) (4) (5) (6) (7)(8) (9)		0.0			0.0			0.0			(10.2	)		0.0			(7.7	)		(35.7	)		(16.1	)			(0.5	)		0.0			0.0			(7.9	)		(8.5	)			0.0			0.0			0.0			0.0			0.0				0.0			0.0			0.0			0.0			0.0			0.0

Net income		46.8			31.9			36.1			22.7			51.8			95.5			146.3			207.3				49.0			55.3			57.8			57.8			220.0				44.2			54.4			63.2			67.7			229.5				48.5			62.6			69.0			75.4			255.5			294.6
% margin		2.5	%		1.6	%		1.7	%		1.1	%		2.3	%		3.9	%		5.2	%		6.6	%			6.3	%		6.6	%		6.7	%		6.8	%		6.6	%			5.5	%		6.2	%		6.9	%		7.2	%		6.5	%			5.6	%		6.6	%		6.9	%		7.4	%		6.7	%		7.2	%

Average shares outstanding – diluted		146.4			143.2			141.7			144.8			156.1			163.7			166.9			162.6				158.2			154.6			148.7			147.9			152.4				146.5			141.6			137.1			132.6			139.4				128.1			128.1			128.1			128.1			128.1			128.1


EPS — diluted (continuing operations)	$	0.32		$	0.22		$	0.25		$	0.23		$	0.33		$	0.63		$	1.09		$	1.37			$	0.31		$	0.36		$	0.39		$	0.44		$	1.50			$	0.30		$	0.38		$	0.46		$	0.51		$	1.65			$	0.38		$	0.49		$	0.54		$	0.59		$	2.00		$	2.30

% change y/y	NM				-30.4	%		14.3	%		-10.6	%		45.9	%		89.9	%		73.0	%		26.1	%			9.7	%		7.1	%		12.1	%		8.4	%		9.1	%			-3.7	%		7.4	%		18.5	%		14.8	%		9.8	%			25.7	%		27.2	%		16.8	%		15.4	%		21.2	%		15.3	%
EPS – diluted	$	0.32		$	0.22		$	0.25		$	0.16		$	0.33		$	0.58		$	0.88		$	1.28			$	0.31		$	0.36		$	0.39		$	0.39		$	1.44			$	0.30		$	0.38		$	0.46		$	0.51		$	1.65			$	0.38		$	0.49		$	0.54		$	0.59		$	2.00		$	2.30
% change y/y	NM				-30.4	%		14.3	%		-38.3	%		111.3	%		75.7	%		50.3	%		45.5	%			8.4	%		7.1	%		57.4	%		-4.7	%		13.2	%			-2.6	%		7.4	%		18.5	%		30.6	%		14.0	%			25.7	%		27.2	%		16.8	%		15.4	%		21.2	%		15.3	%


(1)		The JBL segment businesses included a wide range of comprehensive transportation and management services including experienced professional managers, information and optimization technology, and the actual design or redesign of system solutions. Effective July 1, 2000, the company contributed substantially all of its JBL segment business, all related intangible assets and $5 million of cash to a newly-formed, commonly-owned company, Transplace.com, LLC.

(2)		Integrated Capacity Solutions (ICS) provides non-asset and asset-light transportation solutions through relationships with third-party carriers. Prior to 1Q07, the results had been reported as part of the Truck segment.

(3)		4Q01reflects a modification to the method of estimating ultimate losses relating to liability and workers’ compensation claims, resulting in a $10.2mm increase in earnings

(4)		4Q03 and 2003 excludes reversal of 2003 expected non-cash tax benefits of $7.7 million resulting from a sale-leaseback transaction on containers.

(5)		In 4Q04, J.B. Hunt established a reserve for contingent tax liability of $33.6 million, resulting in an extraordinarily large, one-time provision for income taxes, impacting both net income and reported EPS.

(6)		4Q04 and 3Q05 exclude $3.5 million and $5.6 million, respectively, of pretax expense associated with a gift to the University of Arkansas, totaling $10 million. The operating expense amounts were allocated on a pro rata basis based upon revenue contribution in the quarter recorded.

(7)		3Q05 excludes 80% of $25.8 million pretax charge ($12.6 million after-tax, or $0.08 per diluted share) related to the settlement of its arbitration with the BNSF Railway Co.

(8)		1Q06 excludes $900,000 in bad debt expense related to the unexpected bankruptcy of a Dedicated division customer.

(9)		4Q06 excludes a $12.4 million one-time charge as the company increased casualty and workers’ compensation claims reserves to reflect the full administrative and termination costs of insurance contracts as the claims are incurred, rather than in the year the contracts expire.

Source: Company data and Stifel Nicolaus estimates


Transportation & Logistics		June 15, 2007 John Larkin, CFA / jglarkin@stifel.com David Ross, CFA / dross@stifel.com Matt Grady / msgrady@stifel.com

Knight Transportation Income Statement


(figures in $ millions, except per share amounts)																									2006																2007																2008

	1998A			1999A			2000A			2001A			2002A			2003A			2004A			2005A				1QA			2QA			3QA			4QA			2006A				1QA			2QE			3QE			4QE			2007E				1QE			2QE			3QE			4QE			2008E			2009E

Gross revenues		125.0			152.5			216.9			250.8			285.8			340.1			442.3			566.8				149.1			165.8			174.7			174.9			664.4				166.5			184.8			200.0			200.3			751.6				194.8			214.4			228.0			228.3			865.6			991.1
% change y/y					21.9	%		42.2	%		15.7	%		13.9	%		19.0	%		30.1	%		28.2	%			22.0	%		23.8	%		19.5	%		6.3	%		17.2	%			11.7	%		11.5	%		14.5	%		14.5	%		13.1	%			17.0	%		16.0	%		14.0	%		14.0	%		15.2	%		14.5	%
Revenues, net of fuel surcharge		125.0			151.5			207.4			241.7			279.4			326.9			411.7			499.0				129.3			140.4			146.6			152.1			568.4				144.8			156.5			167.8			174.2			643.3				169.4			181.6			191.3			198.6			740.9			848.3
% change y/y					21.2	%		36.9	%		16.5	%		15.6	%		17.0	%		26.0	%		21.2	%			16.4	%		17.2	%		15.0	%		8.1	%		13.9	%			12.0	%		11.5	%		14.5	%		14.5	%		13.2	%			17.0	%		16.0	%		14.0	%		14.0	%		15.2	%		14.5	%

Operating expenses:
Salaries, wages and benefits		35.9			44.7			69.2			81.8			93.5			104.8			133.8			162.8				43.2			47.9			49.5			51.0			191.5				48.8			51.2			54.2			55.7			210.0				56.1			58.9			61.8			63.5			240.3			274.8
Fuel (gross)		12.2			16.8			36.3			38.9			44.5			56.6			85.1			133.5				36.0			43.2			45.5			40.8			165.6				39.6			50.2			55.4			49.9			195.2				49.4			58.0			63.1			56.9			227.5			260.3
Operations and maintenance		7.4			8.8			11.2			13.9			17.2			20.3			26.4			34.5				9.4			8.3			9.3			8.9			35.9				9.3			10.0			10.6			10.9			40.8				11.0			11.5			12.1			12.4			47.0			53.7
Insurance and claims		3.1			4.0			4.9			10.2			12.4			16.6			22.3			25.2				5.8			6.1			6.9			7.4			26.2				8.0			7.5			8.0			8.2			31.6				8.2			8.6			9.1			9.3			35.2			40.3
Operating taxes and licenses		5.2			5.6			7.5			7.0			7.4			9.1			9.8			12.4				3.3			3.3			3.4			3.5			13.5				3.6			3.9			4.1			4.2			15.8				4.2			4.5			4.7			4.8			18.2			20.8
Communications		1.0			1.2			1.5			2.1			2.4			3.0			3.6			4.3				1.3			1.4			1.4			1.5			5.7				1.4			1.3			1.3			1.4			5.4				1.4			1.4			1.5			1.6			5.9			6.7
Depreciation and amortization		12.4			14.2			19.1			18.4			22.9			30.1			40.8			52.6				14.6			15.0			15.4			15.3			60.4				15.9			15.7			16.6			17.0			65.2				17.1			18.0			18.9			19.4			73.4			84.0
Lease expense — revenue equipment		0.0			0.0			3.7			8.5			9.4			7.6			3.0			0.2				0.1			0.1			0.1			0.1			0.4				0.1			0.0			0.0			0.0			0.1				0.0			0.0			0.0			0.0			0.0			0.0
Purchased transportation		21.8			27.6			25.9			23.5			21.8			25.2			29.3			31.8				7.9			9.8			10.9			11.3			39.9				10.7			10.6			11.3			11.6			44.2				11.7			12.2			12.8			13.2			49.9			57.1
Gain on sales of equipment		0.0			0.0			0.0			0.0			0.0			0.0			0.0			(2.8	)			0.0			0.0			0.0			0.0			0.0				0.0			0.0			0.0			0.0			0.0				0.0			0.0			0.0			0.0			0.0			0.0
Other operating expenses		3.1			3.7			5.5			6.9			6.9			7.3			8.8			10.8				1.4			0.7			1.6			2.1			5.8				1.8			3.1			3.3			3.4			11.6				3.4			3.6			3.8			3.9			14.7			16.8

Total operating expenses		102.0			126.5			184.8			211.3			238.3			280.6			362.9			465.1				123.0			135.8			144.1			142.1			544.9				139.3			153.5			164.8			162.3			619.9				162.5			176.8			187.8			185.0			712.2			814.6

Operating ratio (1)		81.6	%		82.9	%		84.6	%		83.6	%		83.0	%		81.8	%		80.7	%		79.6	%			79.8	%		78.7	%		79.1	%		78.4	%		79.0	%			81.2	%		80.0	%		79.0	%		78.2	%		79.5	%			80.9	%		79.3	%		79.0	%		78.2	%		79.3	%		79.2	%

EBIT		23.0			25.9			32.0			39.6			47.5			59.4			79.4			101.7				26.1			29.9			30.6			32.9			119.5				27.3			31.3			35.2			38.0			131.8				32.4			37.6			40.2			43.3			153.4			176.5
% margin		18.4	%		17.0	%		14.8	%		15.8	%		16.6	%		17.5	%		17.9	%		17.9	%			17.5	%		18.1	%		17.5	%		18.8	%		18.0	%			16.4	%		16.9	%		17.6	%		19.0	%		17.5	%			16.6	%		17.5	%		17.6	%		19.0	%		17.7	%		17.8	%

EBITDA		35.4			40.1			51.2			58.0			70.4			89.5			120.1			154.3				40.7			44.9			46.1			48.2			179.9				43.2			47.0			51.8			55.0			197.0				49.5			55.6			59.1			62.7			226.8			260.5
% margin		28.3	%		26.3	%		23.6	%		23.1	%		24.6	%		26.3	%		27.2	%		27.2	%			27.3	%		27.1	%		26.4	%		27.6	%		27.1	%			25.9	%		25.4	%		25.9	%		27.5	%		26.2	%			25.4	%		25.9	%		25.9	%		27.5	%		26.2	%		26.3	%

Interest income		0.2			0.9			0.9			0.7			0.9			0.6			0.4			0.7				0.3			0.3			0.3			0.2			1.1				0.2			0.1			0.2			0.3			0.8				0.6			0.4			0.5			0.6			2.1			3.9
Interest (expense)		(0.4	)		(1.2	)		(4.0	)		(2.5	)		(1.1	)		(0.9	)		0.0			0.0				0.0			0.0			0.0			(0.0	)		(0.0	)			0.0			0.0			0.0			0.0			0.0				0.0			0.0			0.0			0.0			0.0			0.0
Other income (expense), net		0.0			0.0			(0.3	)		(5.7	)		0.0			(0.3	)		0.0			0.4				0.0			0.0			0.0			(0.7	)		(0.7	)			0.2			0.0			0.0			0.0			0.2				0.0			0.0			0.0			0.0			0.0			0.0


Profit before tax		22.7			25.6			28.6			32.1			47.3			58.8			79.8			102.7				26.4			30.2			30.9			32.3			119.8				27.6			31.4			35.5			38.3			132.8				33.0			38.0			40.7			43.9			155.6			180.3
% margin		18.2	%		16.8	%		13.2	%		12.8	%		16.6	%		17.3	%		18.0	%		18.1	%			17.7	%		18.2	%		17.7	%		18.5	%		18.0	%			16.6	%		17.0	%		17.7	%		19.1	%		17.7	%			16.9	%		17.7	%		17.8	%		19.2	%		18.0	%		18.2	%

Tax rate		41.3	%		39.6	%		38.0	%		40.7	%		41.0	%		39.7	%		40.0	%		39.9	%			40.0	%		40.0	%		39.0	%		37.6	%		39.1	%			39.8	%		40.0	%		40.0	%		40.0	%		40.0	%			40.0	%		40.0	%		40.0	%		40.0	%		40.0	%		40.0	%

Net income (loss) from continuing operations		13.3			15.5			17.7			19.0			27.9			35.5			47.9			61.7				15.8			18.1			18.9			20.2			73.0				16.6			18.9			21.3			23.0			79.7				19.8			22.8			24.4			26.3			93.3			108.2
Extraordinary item (net of tax)		0.0			0.0			0.0			3.4			0.0			0.0			0.0			0.0				0.0			0.0			0.0			0.0			0.0				0.0			0.0			0.0			0.0			0.0				0.0			0.0			0.0			0.0			0.0			0.0

Net income		13.3			15.5			17.7			22.4			27.9			35.5			47.9			61.7				15.8			18.1			18.9			20.2			73.0				16.6			18.9			21.3			23.0			79.7				19.8			22.8			24.4			26.3			93.3			108.2
% margin		10.7	%		10.1	%		8.2	%		8.9	%		9.8	%		10.4	%		10.8	%		10.9	%			10.6	%		10.9	%		10.8	%		11.5	%		11.0	%			10.0	%		10.2	%		10.6	%		11.5	%		10.6	%			10.2	%		10.6	%		10.7	%		11.5	%		10.8	%		10.9	%

Average shares outstanding — diluted ^{(2) (3) (4)}		51.5			51.4			76.0			79.1			85.7			86.0			86.5			87.0				87.3			87.1			86.9			87.1			87.1				87.2			87.2			87.2			87.2			87.2				87.2			87.2			87.2			87.2			87.2			87.2

EPS – diluted	$	0.26		$	0.30		$	0.23		$	0.24		$	0.33		$	0.41		$	0.55		$	0.71			$	0.18		$	0.21		$	0.22		$	0.23		$	0.84			$	0.19		$	0.22		$	0.24		$	0.26		$	0.91			$	0.23		$	0.26		$	0.28		$	0.30		$	1.07		$	1.24
% change y/y					16.1	%		-22.4	%		3.0	%		35.6	%		26.4	%		34.3	%		28.2	%			23.8	%		20.9	%		21.7	%		8.8	%		18.1	%			5.1	%		4.1	%		12.5	%		13.7	%		9.1	%			19.1	%		20.9	%		14.7	%		14.7	%		17.1	%		15.9	%


EPS — diluted (continuing operations)	$	0.26		$	0.30		$	0.23		$	0.28		$	0.33		$	0.41		$	0.55		$	0.71			$	0.18		$	0.21		$	0.22		$	0.23		$	0.84			$	0.19		$	0.22		$	0.24		$	0.26		$	0.91			$	0.23		$	0.26		$	0.28		$	0.30		$	1.07		$	1.24

% change y/y					16.1	%		-22.4	%		21.1	%		15.3	%		26.4	%		34.3	%		28.2	%			23.8	%		20.9	%		21.7	%		8.8	%		18.1	%			5.1	%		4.1	%		12.5	%		13.7	%		9.1	%			19.1	%		20.9	%		14.7	%		14.7	%		17.1	%		15.9	%


(1)		Operating ratio based upon total operating expenses, net of fuel surcharge, as a percentage of revenue, before fuel surcharge

(2)		Adjusted for 3:2 stock split effective December 28, 2001 for shareholders of record as of December 7, 2001

(3)		Adjusted for 3:2 stock split effective July 20, 2004 for shareholders of record as of July 12, 2004

(4)		Adjusted for 3:2 stock split effective December 23, 2005 for shareholders of record as of November 30, 2005

Source: Company data , First Call and Stifel Nicolaus estimates


Transportation & Logistics		June 15, 2007



		John Larkin, CFA / jglarkin@stifel.com Matt Grady / msgrady@stifel.com Mike Baudendistel / mbauden@stifel.com


	Pacer International Income Statement
(figures in $ millions except per share amounts)														2006																2007																2008

		2002A			2003A			2004A			2005A				1QA			2QA			3QA			4QA			2006A				1QA			2QE			3QE			4QE			2007E				1QE			2QE			3QE			4QE			2008E			2009E

Fiscal Year End December 31
Intermodal segment revenue¹			0.0			0.0			0.0			1,402.6				373.5			357.3			359.7			401.2			1,491.7				373.5			360.9			370.5			418.1			1,522.9				388.4			373.5			383.5			432.7			1,578.1			1,641.2
% change y/y Logistics			n/a			n/a			n/a			n/a				11.4	%		6.3	%		8.1	%		0.7	%		6.4	%			0.0	%		1.0	%		3.0	%		4.2	%		2.1	%			4.0	%		3.5	%		3.5	%		3.5	%		3.6	%		4.0	%
segment revenue¹			0.0			0.0			0.0			458.1				96.0			101.3			98.6			101.1			397.0				91.7			96.2			96.6			101.1			385.7				93.5			98.2			98.6			102.1			392.4			400.2
% change y/y Wholesale			n/a			n/a			n/a			n/a				-23.1	%		-14.6	%		-9.6	%		-4.2	%		-13.3	%			-4.5	%		-5.0	%		-2.0	%		0.0	%		-2.9	%			2.0	%		2.0	%		2.0	%		1.0	%		1.7	%		2.0	%
segment revenue¹			803.3			875.4			999.2			0.0				0.0			0.0			0.0			0.0			0.0				0.0			0.0			0.0			0.0			0.0				0.0			0.0			0.0			0.0			0.0			0.0
Retail segment revenue¹			913.5			902.0			930.4			0.0				0.0			0.0			0.0			0.0			0.0				0.0			0.0			0.0			0.0			0.0				0.0			0.0			0.0			0.0			0.0			0.0
Intersegment elimination¹			(108.6	)		(108.9	)		(121.5	)		(0.6	)			(0.1	)		(0.4	)		(0.1	)		(0.3	)		(0.9	)			(0.1	)		0.0			0.0			0.0			(0.1	)			0.0			0.0			0.0			0.0			0.0			0.0

Total Gross Revenue¹			1,608.2			1,668.5			1,808.1			1,860.1				469.4			458.2			458.2			502.0			1,887.8				465.1			457.1			467.1			519.2			1,908.5				482.0			471.7			482.0			534.8			1,970.4			2,041.4
% change y/y			-3.8	%		3.7	%		8.4	%		2.9	%			2.0	%		0.8	%		3.8	%		-0.4	%		1.5	%			-0.9	%		-0.2	%		1.9	%		3.4	%		1.1	%			3.6	%		3.2	%		3.2	%		3.0	%		3.2	%		3.6	%
Cost of purchased transportation and services			1,258.4			1293.6			1413.1			1428.6				362.1			355.3			343.5			385.4			1446.3				363.8			360.3			355.3			394.3			1,473.7				380.5			365.3			365.6			403.6			1,515.0			1,565.5
Net Revenue			349.8			374.9			395.0			431.5				107.3			102.9			114.7			116.6			441.5				101.3			96.8			111.8			124.9			434.8				101.5			106.3			116.5			131.2			455.4			475.9
% change y/y						7.2	%		5.4	%		9.2	%			4.4	%		1.4	%		11.0	%		-5.9	%		2.3	%			-5.6	%		-5.9	%		-2.5	%		7.1	%		-1.5	%			0.2	%		9.8	%		4.2	%		5.0	%		4.7	%		4.5	%
% of gross revenues			21.8	%		22.5	%		21.8	%		23.2	%			22.9	%		22.5	%		25.0	%		23.2	%		23.4	%			21.8	%		21.2	%		23.9	%		24.1	%		22.8	%			21.1	%		22.5	%		24.2	%		24.5	%		23.1	%		23.3	%
Other operating expenses
Direct operating expenses			106.7			106.9			110.7			115.4				32.3			28.6			29.4			32.9			123.2				34.3			30.8			32.7			37.4			135.2				34.9			32.8			33.7			39.2			140.6			145.4
Selling, gen. and admin. expenses			158.9			179.7			190.6			204.8				48.8			47.4			52.0			44.8			193.0				49.1			43.5			45.7			50.7			189.0				46.1			48.4			49.3			55.2			199.0			204.7
Depreciation and amortization			10.1			7.9			7.2			6.9				1.8			1.7			1.7			1.8			7.0				1.7			1.6			1.7			1.9			6.8				1.7			1.7			1.7			2.0			7.1			7.3
Merger and severance			0.0			0.0			0.0			0.0				0.0			0.0			0.0			0.0			0.0				0.0			0.4			0.5			0.6			1.5				0.0			0.0			0.0			0.0			0.0			0.0
Other			0.0			0.0			0.0			0.0				0.0			0.0			0.0			0.0			0.0				0.0			0.4			0.5			0.6			1.5				0.0			0.0			0.0			0.0			0.0			0.0

Total other operating expenses			275.7			294.5			308.5			327.1				82.9			77.7			83.1			79.5			323.2				85.1			76.8			81.1			91.2			334.1				82.7			82.9			84.7			96.4			346.6			357.4
OPERATING Income
Intermodal			0.0			0.0			0.0			109.5				29.3			27.7			39.2			36.4			132.6				19.7			23.8			34.7			38.0			116.2				23.4			27.8			36.2			39.8			127.2			136.7
Logistics			0.0			0.0			0.0			5.4				(0.6	)		1.2			0.5			0.5			1.6				0.7			0.7			1.1			1.3			3.7				0.5			1.0			1.4			1.5			4.4			4.8
Wholesale			55.3			77.9			99.1			0.0				0.0			0.0			0.0			0.0			0.0				0.0			0.0			0.0			0.0			0.0				0.0			0.0			0.0			0.0			0.0			0.0
Retail			25.4			14.8			5.8			0.0				0.0			0.0			0.0			0.0			0.0				0.0			0.0			0.0			0.0			0.0				0.0			0.0			0.0			0.0			0.0			0.0
Corporate			(6.6	)		(12.3	)		(18.4	)		104.4				24.4			25.2			31.6			0.2			81.4				(4.2	)		(4.4	)		(5.0	)		(5.6	)		(19.2	)			(5.1	)		(5.3	)		(5.8	)		(6.6	)		(22.8	)		(23.1	)

Total Operating Income			74.1			80.4			86.5			104.4				24.4			25.2			31.6			37.1			215.6				16.2			20.1			30.7			33.7			100.7				18.8			23.5			31.8			34.7			108.8			118.5
OPERATING RATIO (Net)
Intermodal			n/a			n/a			n/a			69.0	%			67.2	%		67.4	%		59.7	%		63.1	%		64.2	%			76.7	%		71.0	%		64.0	%		65.0	%		68.7	%			73.8	%		69.0	%		63.7	%		65.0	%		67.6	%		66.7	%
Logistics			n/a			n/a			n/a			93.1	%			103.3	%		93.3	%		97.1	%		97.2	%		97.8	%			133.4	%		95.5	%		93.0	%		92.0	%		94.1	%			96.0	%		94.0	%		91.5	%		91.5	%		93.0	%		92.5	%
Wholesale			74.2	%		67.7	%		64.5	%		n/a				n/a			n/a			n/a			n/a			n/a				n/a			n/a			n/a			n/a			n/a				n/a			n/a			n/a			n/a			n/a			n/a
Retail			81.3	%		88.9	%		95.0	%		n/a				n/a			n/a			n/a			n/a			n/a				n/a			n/a			n/a			n/a			n/a				n/a			n/a			n/a			n/a			n/a			n/a
Corporate			1.9	%		3.3	%		4.7	%		5.1	%			4.0	%		3.6	%		7.1	%		-0.2	%		3.6	%			4.1	%		4.5	%		4.5	%		4.5	%		4.4	%			5.0	%		5.0	%		5.0	%		5.0	%		5.0	%		4.9	%
Total Operating Ratio (Gross)			78.8	%		78.6	%		78.1	%		75.8	%			77.3	%		75.5	%		72.4	%		68.2	%		73.2	%			84.0	%		79.3	%		72.5	%		73.0	%		76.8	%			81.5	%		77.9	%		72.7	%		73.5	%		76.1	%		75.1	%
Total Operating Ratio (Net)			95.4	%		95.2	%		95.2	%		94.4	%			94.8	%		94.5	%		93.1	%		92.6	%		93.7	%			96.5	%		95.6	%		93.4	%		93.5	%		94.7	%			96.1	%		95.0	%		93.4	%		93.5	%		94.5	%		94.2	%
EBIT			74.1			80.4			86.5			104.4				24.4			25.2			31.6			37.1			118.3				16.2			20.1			30.7			33.7			100.7				18.8			23.5			31.8			34.7			108.8			118.5
% margin (net revenues)			21.2	%		21.4	%		21.9	%		24.2	%			22.7	%		24.5	%		27.6	%		31.8	%		26.8	%			16.0	%		20.7	%		27.5	%		27.0	%		23.2	%			18.5	%		22.1	%		27.3	%		26.5	%		23.9	%		24.9	%
EBITDA			84.2			88.3			93.7			111.3				26.2			26.9			33.3			38.9			125.3				17.9			21.7			32.4			35.6			107.5				20.5			25.2			33.5			36.7			115.9			125.8
% margin (net revenues)			24.1	%		23.6	%		23.7	%		25.8	%			24.4	%		26.1	%		29.0	%		33.4	%		28.4	%			17.7	%		22.4	%		29.0	%		28.5	%		24.7	%			20.2	%		23.7	%		28.8	%		28.0	%		25.4	%		26.4	%
Interest (expense), net			(31.7	)		(18.0	)		(9.6	)		(8.2	)			(1.7	)		(1.6	)		(1.6	)		(1.7	)		(6.6	)			0.2			(1.3	)		(1.6	)		(1.6	)		(4.3	)			(1.6	)		(1.8	)		(1.6	)		(1.4	)		(6.4	)		(5.0	)
Other income (expense), net			(0.8	)		0.0			0.0			0.0				0.0			0.0			0.0			0.0			0.0				0.0			0.0			0.0			0.0			0.0				0.0			0.0			0.0			0.0			0.0			0.0
Profit before tax			41.6			62.4			76.9			96.2				22.7			23.6			30.0			35.4			111.7				16.4			18.7			29.1			32.2			96.4				17.2			21.7			30.2			33.4			102.4			113.5
% margin (net revenues)			11.9	%		16.6	%		19.5	%		22.3	%			21.2	%		22.9	%		26.2	%		30.4	%		25.3	%			16.2	%		19.3	%		26.1	%		25.8	%		22.2	%			16.9	%		20.4	%		25.9	%		25.4	%		22.5	%		23.8	%
Tax rate			40.4	%		37.0	%		38.6	%		40.1	%			38.8	%		38.6	%		39.0	%		39.3	%		38.9	%			39.2	%		39.0	%		39.0	%		39.0	%		39.0	%			39.0	%		39.0	%		39.0	%		39.0	%		39.0	%		39.0	%
Minority Interest			0.0			0.0			0.0			0.0				0.0			0.0			0.0			0.0			0.0				0.0			0.0			0.0			0.0			0.0				0.0			0.0			0.0			0.0			0.0			0.0
Net income (loss) from cont. ops.			24.8			39.3			47.2			57.7				13.9			14.5			18.3			21.5			68.3				10.0			11.4			17.8			19.6			58.8				10.5			13.2			18.4			20.4			62.5			69.2
Extraordinary item (net of tax) 2,3,4, 5			0.0			(8.0	)		0.0			(6.8	)			0.0			0.0			0.0			0.0			0.0				(2.2	)		(1.8	)		(1.8	)		0.0			(5.7	)			0.0			0.0			0.0			0.0			0.0			0.0
Net income			24.8			31.3			47.2			50.9				13.9			14.5			18.3			21.5			68.3				7.8			9.7			16.0			19.6			53.1				10.5			13.2			18.4			20.4			62.5			69.2
% margin (net revenues)			7.1	%		8.3	%		11.9	%		11.8	%			13.0	%		14.1	%		16.0	%		18.4	%		15.5	%			7.7	%		10.0	%		14.3	%		15.7	%		12.2	%			10.3	%		12.4	%		15.8	%		15.5	%		13.7	%		14.5	%
Average shares outstanding — diluted			33.4			38.0			38.1			38.0				38.3			38.4			37.9			37.5			38.1				37.4			36.3			35.8			35.3			36.2				35.1			34.8			34.6			34.3			34.7			33.8
EPS — diluted		$	0.74		$	0.82		$	1.24		$	1.34			$	0.36		$	0.38		$	0.48		$	0.57		$	1.80			$	0.21		$	0.27		$	0.45		$	0.56		$	1.47			$	0.30		$	0.38		$	0.53		$	0.59		$	1.80		$	2.05
% change y/y			192.0	%		10.9	%		50.2	%		8.1	%			21.4	%		212.3	%		25.7	%		7.6	%		34.2	%			-42.8	%		-29.5	%		-7.3	%		-3.1	%		-18.4	%			44.1	%		42.6	%		19.0	%		6.8	%		22.9	%		13.7	%

EPS — diluted (cont. ops.)		$	0.74		$	1.03		$	1.24		$	1.52			$	0.36		$	0.38		$	0.48		$	0.57		$	1.80			$	0.27		$	0.31		$	0.50		$	0.56		$	1.62			$	0.30		$	0.38		$	0.53		$	0.59		$	1.80		$	2.05

% change y/y			84.4	%		39.2	%		19.6	%		22.5	%			21.4	%		26.6	%		25.7	%		7.6	%		18.5	%			-26.7	%		-16.8	%		2.8	%		-3.1	%		-9.6	%			12.3	%		20.7	%		7.3	%		6.8	%		10.9	%		13.7	%


(1)		Revenue segments reclassified in 4Q06 to Intermodal and Logistics from Wholesale and Retail.

(2)		2Q03 and full-year 2003 exclude $2.3 million in pre-tax costs related to the company’s debt refinancing and secondary stock offering.

(3)		3Q03 and full-year 2003 exclude $11.0 million in pre-tax costs related to the company’s debt refinancing and secondary stock offering.

(4)		2Q05 and full-year 2005 exclude the $11.3 million pre-tax write-of of previously capitalized software development costs.

(5)		1Q07 adjusted for 1) $1.8 million pre-tax charges for severance/restructuring and 2) $1.8 million pre-tax write-of from refinancing debt.

		Source: Company data and Stifel Nicolaus estimates


Transportation & Logistics		June 15, 2007 John Larkin, CFA / jglarkin@stifel.com David Ross, CFA / dross@stifel.com Matt Grady / msgrady@stifel.com

Quality Distribution Income Statement


(figures in $ millions, except per share amounts)																			2006															2007															2008

	2000A			2001A			2002A			2003A			2004A			2005A			1QA			2QA			3QA			4QA			2006A			1QA			2QE			3QE			4QE			2007E			1QE			2QE			3QE			4QE			2008E			2009E

Operating revenues
Transportation		488.8			433.2			441.9			479.7			520.6			546.5			142.3			149.3			149.2			136.5			577.2			142.1			150.1			153.6			143.3			589.0			149.2			157.6			161.3			150.4			618.5			643.2
% change y/y					-11.4	%		2.0	%		8.6	%		8.5	%		5.0	%		6.8	%		6.9	%		9.5	%		-0.8	%		5.6	%		-0.2	%		0.5	%		3.0	%		5.0	%		2.0	%		5.0	%		5.0	%		5.0	%		5.0	%		5.0	%		4.0	%
Fuel surcharge		0.0			11.6			6.0			15.6			30.8			64.0			18.3			23.6			25.4			18.7			86.0			17.0			24.8			26.6			19.7			88.0			17.8			26.0			28.0			20.6			92.4			97.1
% change y/y				NM				-48.1	%		158.8	%		97.4	%		107.8	%		65.6	%		64.2	%		45.8	%		-11.7	%		34.3	%		-7.5	%		5.0	%		5.0	%		5.0	%		2.3	%		5.0	%		5.0	%		5.0	%		5.0	%		5.0	%		5.0	%
Other service revenue		67.0			64.7			68.9			70.1			70.6			67.5			18.1			17.4			15.5			15.9			66.9			19.1			20.0			18.3			18.8			76.1			22.1			20.6			18.9			19.3			80.9			83.3
% change y/y					-3.4	%		6.4	%		1.8	%		0.7	%		-4.4	%		7.4	%		2.0	%		-9.0	%		-4.0	%		-0.9	%		5.2	%		15.0	%		18.0	%		18.0	%		13.8	%		16.0	%		3.0	%		3.0	%		3.0	%		6.3	%		3.0	%

Gross revenues		555.8			509.5			516.8			565.4			622.0			678.1			178.8			190.3			190.0			171.1			730.2			178.1			194.8			198.6			181.7			753.2			189.1			204.1			208.1			190.4			791.8			823.6
% change y/y		-2.3	%		-8.3	%		1.4	%		9.4	%		10.0	%		9.0	%		10.9	%		11.3	%		11.4	%		-2.4	%		7.7	%		-0.4	%		2.4	%		4.5	%		6.2	%		3.2	%		6.2	%		4.8	%		4.8	%		4.8	%		5.1	%		4.0	%
Operating expenses:
Purchased transportation		320.9			298.7			301.9			360.3			418.2			471.2			121.6			129.8			129.0			113.3			493.7			115.9			134.1			135.5			124.7			510.3			130.6			138.8			141.2			130.4			541.0			561.6
Compensation		73.1			67.0			69.1			60.6			57.6			61.4			17.9			18.4			19.1			17.9			73.2			19.7			18.4			18.6			17.1			73.7			17.9			19.0			19.3			17.9			74.1			76.9
Fuel, supplies and maintenance		46.4			42.4			43.2			38.3			32.8			35.9			10.9			12.8			15.1			15.0			53.8			16.2			15.4			15.6			14.3			61.5			15.0			16.0			16.3			15.0			62.3			64.6
Depreciation and amortization		35.3			33.4			31.8			28.5			22.5			16.7			3.9			3.9			3.9			4.0			15.7			4.0			4.4			4.5			4.1			17.0			4.3			4.6			4.6			4.3			17.8			18.5
Selling and administrative		17.6			13.7			13.6			12.5			21.6			20.4			5.3			5.5			4.9			6.3			21.9			6.5			5.5			5.6			5.1			22.7			5.4			5.7			5.8			5.4			22.2			23.1
Insurance claims		11.1			13.8			18.4			32.2			15.8			15.0			3.9			2.6			1.6			3.1			11.3			6.6			3.1			3.2			2.9			15.8			3.0			3.2			3.3			3.0			12.6			13.1
Taxes and licenses		4.7			4.2			4.2			4.3			2.4			2.9			0.8			0.9			1.0			1.1			3.8			0.8			1.1			1.1			1.0			4.0			1.1			1.1			1.2			1.1			4.4			4.6
Communication and utilities		8.3			7.7			7.5			6.9			5.3			7.9			2.5			2.3			2.0			2.2			9.0			2.6			2.0			2.0			1.9			8.6			2.0			2.1			2.1			2.0			8.2			8.5
Loss (gain) on sale of property and equipment		(0.5	)		0.1			0.5			0.0			0.8			0.3			(0.2	)		(0.1	)		(0.7	)		0.0			(0.9	)		0.2			(0.4	)		(0.4	)		(0.3	)		(0.9	)		(0.4	)		(0.4	)		(0.4	)		(0.3	)		(1.5	)		(1.5	)
Impairment on property and equipment		0.0			0.0			0.0			0.0			2.9			0.0			0.0			0.0			0.0			0.3			0.3			0.0			0.0			0.0			0.0			0.0			0.0			0.0			0.0			0.0			0.0			0.0
CLC expenses		6.7			2.4			2.3			2.3			0.0			0.0			0.0			0.0			0.0			0.0			0.0			0.0			0.0			0.0			0.0			0.0			0.0			0.0			0.0			0.0			0.0			0.0
Restructuring charges		3.2			1.0			1.8			0.7			0.0			0.0			0.0			0.0			0.0			0.0			0.0			0.0			0.0			0.0			0.0			0.0			0.0			0.0			0.0			0.0			0.0			0.0
PPI professional fees		0.0			0.0			0.0			0.0			8.3			1.0			0.0			0.0			0.0			0.0			0.0			0.0			0.0			0.0			0.0			0.0			0.0			0.0			0.0			0.0			0.0			0.0
Other		0.0			0.0			0.0			0.0			2.4			0.0			0.0			0.0			0.0			0.0			0.0			0.0			0.0			0.0			0.0			0.0			0.0			0.0			0.0			0.0			0.0			0.0

Total operating expenses		527.0			484.5			494.4			546.6			590.5			632.8			166.7			176.1			175.8			163.3			681.9			172.6			183.7			185.7			170.8			712.8			178.9			190.2			193.5			178.6			741.2			769.3
Operating ratio		94.8	%		95.1	%		95.7	%		96.7	%		94.9	%		93.3	%		93.2	%		92.5	%		92.5	%		95.4	%		93.4	%		96.9	%		94.3	%		93.5	%		94.0	%		94.6	%		94.6	%		93.1	%		93.0	%		93.8	%		93.6	%		93.4	%

Operating ratio — adjusted (1)		93.1	%		94.4	%		94.8	%		96.1	%		93.0	%		93.1	%		93.2	%		92.5	%		92.5	%		95.3	%		93.3	%		96.9	%		94.3	%		93.5	%		94.0	%		94.6	%		94.6	%		93.1	%		93.0	%		93.8	%		93.6	%		93.4	%


EBIT (2)		28.9			25.0			22.4			18.8			31.5			45.2			12.1			14.2			14.2			7.8			48.3			5.5			11.1			12.9			10.9			40.4			10.2			14.0			14.6			11.8			50.6			54.3
% margin		5.2	%		4.9	%		4.3	%		3.3	%		5.1	%		6.7	%		6.8	%		7.5	%		7.5	%		4.6	%		6.6	%		3.1	%		5.7	%		6.5	%		6.0	%		5.4	%		5.4	%		6.9	%		7.0	%		6.2	%		6.4	%		6.6	%
EBITDA		64.1			58.4			54.2			47.3			54.0			61.9			16.0			18.1			18.1			11.8			64.0			9.6			15.5			17.4			15.0			57.4			14.5			18.5			19.3			16.1			68.4			72.7
% margin		11.5	%		11.5	%		10.5	%		8.4	%		8.7	%		9.1	%		9.0	%		9.5	%		9.5	%		6.9	%		8.8	%		5.4	%		8.0	%		8.7	%		8.3	%		7.6	%		7.7	%		9.1	%		9.3	%		8.4	%		8.6	%		8.8	%

Interest expense, net		40.6			40.4			34.0			17.0			22.4			26.7			7.1			7.9			7.9			7.8			30.7			7.5			7.0			7.0			7.0			28.4			6.9			6.9			6.9			6.8			27.6			26.7

Interest expense, transaction fees (3)		0.0			0.0			10.1			0.7			0.0			0.0			0.0			0.0			0.0			0.0			0.0			0.0			0.0			0.0			0.0			0.0			0.0			0.0			0.0			0.0			0.0			0.0
Interest expense, preferred stock conversion		0.0			0.0			0.0			59.4			0.0			0.0			0.0			0.0			0.0			0.0			0.0			0.0			0.0			0.0			0.0			0.0			0.0			0.0			0.0			0.0			0.0			0.0
Foreign currency transaction loss		0.0			0.0			0.0			0.0			0.0			0.0			0.0			0.0			0.0			0.0			0.0			0.0			0.0			0.0			0.0			0.0			0.0			0.0			0.0			0.0			0.0			0.0
Write-off of debt issuance costs		0.0			0.0			0.0			0.0			0.0			1.1			0.0			0.0			0.0			0.0			0.0			0.0			0.0			0.0			0.0			0.0			0.0			0.0			0.0			0.0			0.0			0.0
Gain on debt extinguishment		0.0			0.0			0.0			(4.7	)		0.0			0.0			0.0			0.0			0.0			0.0			0.0			0.0			0.0			0.0			0.0			0.0			0.0			0.0			0.0			0.0			0.0			0.0
Interest income and other income (expense), net		(0.4	)		(0.1	)		0.0			(0.2	)		0.8			(0.1	)		(0.1	)		(0.4	)		(0.2	)		(0.0	)		(0.8	)		0.0			0.0			0.0			0.0			0.0			0.0			0.0			0.0			0.0			0.0			0.0


Profit before tax		(11.3	)		(15.3	)		(21.7	)		(53.4	)		8.3			17.5			5.1			6.7			6.5			0.1			18.3			(2.0	)		4.1			5.9			3.9			12.0			3.3			7.1			7.8			5.0			23.1			27.6
% margin		-2.0	%		-3.0	%		-4.2	%		-9.4	%		1.3	%		2.6	%		2.8	%		3.5	%		3.4	%		0.0	%		2.5	%		-1.1	%		2.1	%		3.0	%		2.2	%		1.6	%		1.7	%		3.5	%		3.7	%		2.6	%		2.9	%		3.3	%

Tax rate	NM				-7.4	%		-6.7	%		0.5	%		28.8	%		2.0	%		11.8	%		7.7	%	NM			NM				14.9	%		95.2	%		39.0	%		39.0	%		39.0	%		29.7	%		39.0	%		39.0	%		39.0	%		39.0	%		39.0	%		39.0	%

Net income (loss) from continuing operations		(42.6	)		(16.4	)		(23.1	)		(53.1	)		5.9			17.2			4.5			6.2			6.5			(1.6	)		15.6			(0.1	)		2.5			3.6			2.4			8.4			2.0			4.3			4.7			3.0			14.1			16.8
Extraordinary item (net of tax) (4) (5) (6) (7) (15) (16)		32.6			0.0			9.0			70.0			12.6			2.4			0.0			(0.7	)		31.5			7.7			38.6			0.0			0.0			0.0			0.0			0.0			0.0			0.0			0.0			0.0			0.0			0.0

Net income (loss)		(10.0	)		(16.4	)		(14.1	)		16.9			18.5			19.5			4.5			5.5			38.0			6.2			54.2			(0.1	)		2.5			3.6			2.4			8.4			2.0			4.3			4.7			3.0			14.1			16.8
Preferred stock dividends/other distributions (8)		1.7			2.8			6.0			0.1			0.1			0.0			0.0			0.0			0.0			0.0			0.0			0.0			0.0			0.0			0.0			0.0			0.0			0.0			0.0			0.0			0.0			0.0

Net income (loss) for common shareholders		(11.7	)		(19.1	)		(20.1	)		16.8			18.4			19.5			4.5			5.5			38.0			6.2			54.2			(0.1	)		2.5			3.6			2.4			8.4			2.0			4.3			4.7			3.0			14.1			16.8
% margin		-2.1	%		-3.8	%		-3.9	%		3.0	%		3.0	%		2.9	%		2.5	%		2.9	%		20.0	%		3.6	%		7.4	%		-0.1	%		1.3	%		1.8	%		1.3	%		1.1	%		1.1	%		2.1	%		2.3	%		1.6	%		1.8	%		2.0	%

Historical net income (loss) for common shareholders @ normalized tax rate		(11.7	)		(19.1	)		(20.1	)		8.7			13.4			12.9			3.3			4.4			4.2			0.0			11.9			(1.2	)
% margin		-2.1	%		-3.8	%		-3.9	%		1.5	%		2.2	%		1.9	%		1.8	%		2.3	%		2.2	%		0.0	%		1.6	%		-0.7	%


Average shares outstanding — diluted (9)		3.4			3.4			3.4			5.7			19.0			19.2			19.5			19.7			19.6			19.6			19.6			19.3			19.3			19.3			19.3			19.3			19.3			19.3			19.3			19.3			19.3			19.3
EPS — diluted (continuing operations)		($3.42	)		($5.60	)		($5.98	)	$	2.93		$	0.79		$	0.89		$	0.23		$	0.31		$	0.33			($0.08	)	$	0.80			($0.00	)	$	0.13		$	0.19		$	0.12		$	0.43		$	0.10		$	0.22		$	0.25		$	0.16		$	0.73		$	0.87
% change y/y														-73.1	%		13.3	%		-1.7	%		24.6	%	NM			NM				-11.0	%	NM				-58.6	%		-44.1	%	NM				-45.3	%	NM				71.2	%		32.2	%		25.6	%		67.2	%		19.5	%

EPS — diluted (cont. ops) @ normalized tax rate		($3.42	)		($5.60	)		($5.98	)	$	1.52		$	0.71		$	0.67		$	0.17		$	0.22		$	0.22		$	0.00		$	0.61			($0.06	)	$	0.13		$	0.19		$	0.12		$	0.38		$	0.10		$	0.22		$	0.25		$	0.16		$	0.73		$	0.87
% change y/y														-53.7	%		-4.5	%		3.0	%		30.7	%		30.2	%		-98.8	%		-9.8	%	NM				-41.2	%		-14.0	%	NM				-38.0	%	NM				71.2	%		32.2	%		25.6	%		92.7	%		19.5	%

EPS — diluted		($12.93	)		($5.60	)		($8.64	)		($9.28	)	$	0.30		$	1.02		$	0.23		$	0.28		$	1.94		$	0.31		$	2.76			($0.00	)	$	0.13		$	0.19		$	0.12		$	0.43		$	0.10		$	0.22		$	0.25		$	0.16		$	0.73		$	0.87
% change y/y													NM			NM				52.0	%		23.8	%	NM				7.7	%		172.0	%	NM				-53.7	%		-90.5	%		-60.4	%		-84.3	%	NM				71.2	%		32.2	%		25.6	%		67.2	%		19.5	%


Certain prior years have been reclassified to conform to current presentation. Normalized tax rate adjustments were made at 35% from 2004-2006 and assume 39% from 2007 through the end of the modeling period

(1)		“Operating ratio — adjusted” excludes nonrecurring items, such as gains/losses on equipment sales (prior to them becoming recurring in 2006), restructuring charges, PPI legal and accounting fees, expenses related to prior CLC operations, executive recruiting expenses and Sarbanes-Oxley compliance costs.

(2)		2000, 2001, 2002, and 2003 operating income includes charges of $9.9 million, $3.4 million, $4.1 million, and $3.0 million, respectively, relating to expenses or losses attributable to the company’s operations prior to the 1998 acquisition of CLC and restructuring charges.

(3)		Represents transaction fees paid in connection with the exchange offer completed May 30, 2002

(4)		The provision for income taxes in 2000 includes the establishment of a valuation reserve of $32.6 million, which was a non-cash charge

(5)		Around the time of the offering, the company’s preferred stock was converted into 7,654,235 shares of common stock. The difference between the value of the common stock (valued at the initial offering price of $17) issued upon conversion and the then carrying amount of the preferred stock is recorded as a one-time charge to interest expense of approximately $59.4 million

(6)		4Q03 extraordinary items also include a $4.7 million gain on the early extinguishment of debt, both in connection with the company’s IPO and concurrent debt refinancing in November 2003

(7)		4Q03 includes $12.3 million of insurance charges, relating mainly to previously disclosed irregularities at Power Purchasing, Inc. (PPI), a non-core insurance subsidiary. 4Q02 was restated to reflect $0.9 million charge for PPI irregularities.

(8)		First nine months 2003 include $5.7 million of insurance-related charges at PPI and a foreign currency translation loss of $0.9 million, while first nine months 2002 were restated to reflect a charge of $4.0 million for PPI irregularities

(9)		Earnings (loss) per share and weighted average common shares outstanding gives effect to the 1.7 for 1 stock split effective November 4, 2003

(10)		1Q04 purchased transportation expense line item and operating income excludes $1.2 million of start-up costs and initial operating losses related to the company’s new juice business

(11)		2Q04 purchased transportation expense line item and operating income excludes $1.2 million of operating losses from juice business

(12)		2Q04 selling and administrative expense line item excludes $4.1 million charge to remediate additional contaminated soils recently discovered at the company’s West Caln, PA facility

(13)		2Q04 insurance expense line item excludes $7.0 million charge for adverse claims development

(14)		3Q04 other expense line item excludes $1.3 million charge, consisting primarily of a noncash loss, as the result of dispositions of certain assets of non-core operations

(15)		4Q04 diluted EPS includes a $2.878mm charge for settlement of pre-disclosed class action lawsuits, a $2.92mm property impairment charge, a $0.776mm loss on disposal of equipment, a $1.089mm charge for executive recruiting and relocation, a $0.48mm charge related to Sarbanes-Oxley compliance, and a $0.588mm miscellaneous charge including a loss on currency exchange.

(16)		1Q05 includes a noncash charge of $1.1mm to write-off deferred debt financing costs related to the company’s issuance of $85.0mm of new Sr. Floating Rate Notes on January 28, 2005.

(17)		2Q05 excludes $1.6mm for costs related to the recruitment and relocation of the company’s new CEO and severance costs

(18)		3Q05 excludes $4.2mm in insurance claims expense related to the adverse development of a prior period claim

(19)		4Q05 excludes $0.5mm pretax benefit (reflected on Compensation line, related to a change in actuarial assumptions in one of the company’s pension plans.

(20)		2Q06 excludes $1.4mm in expenses related to a chemical spill at a tank wash facility, as well as $0.69mm in interest income recognized upon the repayment of loans made in 1999 to ex-senior managers.

(21)		3Q06 excludes $0.6mm in expenses related to a chemical spill at a tank wash facility

(22)		4Q06 excludes $2.1mm in environmental remediation expense, $4.2mm in gains on sales of equipment, and $1mm in expenses related to the preparation of a shelf registration statement



Transportation & Logistics		June 15, 2007

		David Ross, CFA / dross@stifel.com John Larkin, CFA / jglarkin@stifel.com

Saia, Inc. Income Statement


										2006															2007															2008
(figures in $ millions, except per share amounts)	2003A			2004A			2005A			1QA			2QA			3QA			4QA			2006A			1QA			2QE			3QE			4QE			2007E			1QE			2QE			3QE			4QE			2008E			2009E

Gross revenues		520.7			645.4			754.0			204.6			224.8			226.1			219.2			874.7			231.8			256.3			260.0			256.4			1,004.6			259.6			287.0			291.2			287.2			1,125.1			1,237.6
% change y/y		6.3	%		24.0	%		16.8	%		22.6	%		21.0	%		13.7	%		8.3	%		16.0	%		13.3	%		14.0	%		15.0	%		17.0	%		14.8	%		12.0	%		12.0	%		12.0	%		12.0	%		12.0	%		10.0	%

Operating expenses:
Salaries, wages, and employees’ benefits		303.8			367.5			413.7			113.1			117.5			122.4			121.0			474.0			129.8			138.1			140.2			139.2			547.2			143.5			153.0			155.8			155.0			607.3			666.6
Purchased transportation		46.6			56.8			62.6			17.0			18.1			18.5			16.5			70.0			16.2			20.3			20.6			20.5			77.5			21.1			22.5			22.9			22.8			89.3			98.0
Fuel, operating expenses and supplies		88.1			119.2			155.2			44.9			48.8			49.0			45.9			188.6			50.4			54.9			55.8			55.4			216.5			57.1			60.9			62.0			61.7			241.6			265.3
Operating taxes and licenses		18.4			22.7			25.9			7.3			7.3			6.9			7.3			28.9			8.3			8.4			8.5			8.4			33.6			8.7			9.3			9.4			9.4			36.8			40.4
Claims and insurance		17.9			19.9			25.0			6.3			6.8			7.7			7.3			28.1			8.8			8.1			8.2			8.2			33.4			8.4			9.0			9.2			9.1			35.7			39.2
Depreciation and amortization		24.0			27.9			28.8			7.6			7.8			8.3			8.9			32.6			9.0			9.3			9.5			9.4			37.2			9.7			10.3			10.5			10.5			41.0			45.0
Operating (gains) and losses		(0.3	)		(1.0	)		(7.6	)		(0.1	)		(0.2	)		(0.9	)		(0.2	)		(1.4	)		(0.2	)		(0.2	)		(0.2	)		(0.2	)		(0.9	)		(0.2	)		(0.3	)		(0.3	)		(0.3	)		(1.1	)		(1.2	)
Restructuring charges, net		0.0			0.0			0.0			0.0			1.7			0.4			0.5			2.6			0.0			0.0			0.0			0.0			0.0			0.0			0.0			0.0			0.0			0.0			0.0
Integration charges, net		0.0			2.1			0.0			0.0			0.0			0.0			1.5			1.5			2.4			0.0			0.0			0.0			2.4			0.0			0.0			0.0			0.0			0.0			0.0

Total operating expenses		498.4			615.0			703.6			196.1			207.8			212.2			208.7			824.7			224.8			238.9			242.5			240.8			946.9			248.2			264.7			269.5			268.2			1,050.7			1,153.4
Operating ratio		95.7	%		95.3	%		93.3	%		95.8	%		92.4	%		93.8	%		95.2	%		94.3	%		97.0	%		93.2	%		93.3	%		93.9	%		94.3	%		95.6	%		92.2	%		92.6	%		93.4	%		93.4	%		93.2	%
Operating ratio — adjusted		95.7	%		95.0	%		94.2	%		95.8	%		91.7	%		93.7	%		94.3	%		93.8	%		95.9	%		93.2	%		93.3	%		93.9	%		94.0	%		95.6	%		92.2	%		92.6	%		93.4	%		93.4	%		93.2	%

EBIT		22.3			30.3			50.4			8.6			17.0			14.0			10.5			50.0			7.1			17.4			17.6			15.6			57.7			11.4			22.4			21.7			19.0			74.5			84.3
% margin		4.3	%		4.7	%		6.7	%		4.2	%		7.6	%		6.2	%		4.8	%		5.7	%		3.0	%		6.8	%		6.8	%		6.1	%		5.7	%		4.4	%		7.8	%		7.5	%		6.6	%		6.6	%		6.8	%
EBIT — adjusted		22.3			32.4			43.4			8.6			18.7			14.3			12.5			54.1			9.5			17.4			17.6			15.6			60.1			11.4			22.4			21.7			19.0			74.5			84.3
% margin — adjusted		4.3	%		5.0	%		5.8	%		4.2	%		8.3	%		6.3	%		5.7	%		6.2	%		4.1	%		6.8	%		6.8	%		6.1	%		6.0	%		4.4	%		7.8	%		7.5	%		6.6	%		6.6	%		6.8	%

EBITDA		46.2			58.2			79.3			16.1			24.9			22.2			19.3			82.5			16.1			26.7			27.0			25.0			94.9			21.1			32.7			32.2			29.4			115.4			129.2
% margin		8.9	%		9.0	%		10.5	%		7.9	%		11.1	%		9.8	%		8.8	%		9.4	%		6.9	%		10.4	%		10.4	%		9.8	%		9.4	%		8.1	%		11.4	%		11.1	%		10.2	%		10.3	%		10.4	%
EBITDA — adjusted		46.2			60.3			72.2			16.1			26.5			22.6			21.3			86.6			18.5			26.7			27.0			25.0			97.3			21.1			32.7			32.2			29.4			115.4			129.2
% margin — adjusted		8.9	%		9.3	%		9.6	%		7.9	%		11.8	%		10.0	%		9.7	%		9.9	%		8.0	%		10.4	%		10.4	%		9.8	%		9.7	%		8.1	%		11.4	%		11.1	%		10.2	%		10.3	%		10.4	%

Interest (expense), net		9.5			9.7			9.8			2.5			2.4			2.2			2.1			9.3			2.2			2.4			2.4			2.4			9.3			2.4			2.4			2.4			2.4			9.5			9.5
Other income (expense), net		(0.4	)		(0.2	)		(0.3	)		(0.2	)		(0.0	)		(0.6	)		(0.5	)		(1.3	)		(0.2	)		(0.1	)		(0.1	)		(0.1	)		(0.4	)		(0.1	)		(0.0	)		(0.0	)		(0.0	)		(0.2	)		(0.2	)


Profit before tax		13.2			20.8			41.0			6.3			14.6			12.3			8.8			42.0			5.0			15.1			15.3			13.3			48.7			9.1			20.1			19.4			16.6			65.2			74.9
% margin		2.5	%		3.2	%		5.4	%		3.1	%		6.5	%		5.4	%		4.0	%		4.8	%		2.2	%		5.9	%		5.9	%		5.2	%		4.8	%		3.5	%		7.0	%		6.7	%		5.8	%		5.8	%		6.1	%

Tax rate		40.6	%		36.6	%		38.6	%		37.5	%		38.7	%		37.5	%		39.6	%		38.4	%		39.6	%		39.8	%		40.0	%		40.0	%		39.9	%		40.0	%		40.0	%		40.0	%		40.0	%		40.0	%		40.0	%

Net income from continuing operations		7.8			13.2			25.2			3.9			9.0			7.7			5.3			25.9			3.0			9.1			9.2			8.0			29.3			5.5			12.0			11.6			10.0			39.1			45.0
Extraordinary item (net of tax) (1) - (6)		0.0			1.3			(4.4	)		0.0			1.0			0.2			1.2			2.5			1.5			0.0			0.0			0.0			1.5			0.0			0.0			0.0			0.0			0.0			0.0

Net income from continuing operations — adjusted		7.8			14.5			20.7			3.9			10.0			7.9			6.5			28.4			4.5			9.1			9.2			8.0			30.7			5.5			12.0			11.6			10.0			39.1			45.0
% margin		1.5	%		2.3	%		2.7	%		1.9	%		4.4	%		3.5	%		3.0	%		3.2	%		1.9	%		3.6	%		3.5	%		3.1	%		3.1	%		2.1	%		4.2	%		4.0	%		3.5	%		3.5	%		3.6	%
Net income (loss) from discontinued operations		7.1			6.0			2.3			(1.5	)		(44.9	)		0.0			(0.1	)		(46.6	)		0.0			0.0			0.0			0.0			0.0			0.0			0.0			0.0			0.0			0.0			0.0

Average shares outstanding — diluted		15.1			15.3			15.0			14.8			14.9			14.9			14.7			14.8			14.5			14.5			14.5			14.5			14.5			14.5			14.5			14.5			14.5			14.5			14.5

EPS — diluted (continuing operations)	$	0.52		$	0.86		$	1.67		$	0.26		$	0.60		$	0.52		$	0.36		$	1.74		$	0.21		$	0.63		$	0.63		$	0.55		$	2.02		$	0.38		$	0.83		$	0.80		$	0.69		$	2.70		$	3.10
% change y/y					66.9	%		93.6	%		18.0	%		73.9	%		20.7	%		-47.5	%		4.3	%		-21.0	%		4.1	%		22.5	%		53.3	%		15.9	%		81.2	%		32.4	%		27.0	%		24.7	%		33.6	%		14.9	%

EPS — diluted (continuing operations) — adjusted	$	0.52		$	0.95		$	1.38		$	0.26		$	0.67		$	0.53		$	0.44		$	1.91		$	0.31		$	0.63		$	0.63		$	0.55		$	2.12		$	0.38		$	0.83		$	0.80		$	0.69		$	2.70		$	3.10

% change y/y					83.3	%		45.1	%		18.0	%		93.9	%		24.4	%		15.4	%		38.8	%		17.3	%		-6.6	%		19.0	%		24.6	%		11.0	%		22.0	%		32.4	%		27.0	%		24.7	%		27.3	%		14.9	%


Periods 2003-2006 have been restated to reflect results from continuing operations, reflecting June 30, 2006 sale of Jevic Transportation, Inc. to Sun Capital Partners Adjusted operating ratio and margins exclude integration, restructuring and other nonrecurring operating expenses.


(1)		2004 adjusted EPS excludes $2.1 million of pretax integration costs associated with the company’s acquisition of Clark Brothers Transfer, Inc., consisting mainly of employee retention and stay bonuses, communications, re-logoing the fleet of Clark Bros., and technology

(2)		4Q05 adjusted EPS excludes $7.0 million pretax gain on sale of real estate ($4.4 million after-tax), or $0.30 per diluted share

(3)		2Q06 adjusted EPS excludes $1.7 million of pretax restructuring charges associated with the consolidation and relocation of the company’s headquarters to Duluth, GA

(4)		3Q06 adjusted EPS excludes $0.4 million of pretax restructuring charges associated with the consolidation and relocation of the company’s headquarters to Duluth, GA

(5)		4Q06 adjusted EPS excludes $0.5 million of pretax restructuring charges associated with the consolidation and relocation of the company’s headquarters to Duluth, GA and $1.5 million of integration charges associated with the acquisition of The Connection Company

(6)		1Q07 adjusted EPS excludes $2.4 million of pretax integration charges associated with the acquisition of The Connection Company ($1.5 million) and Madison Freight Systems ($0.9 million)

Source: Company data and Stifel Nicolaus estimates. Some calculations may vary due to rounding


Transportation & Logistics		June 15, 2007

David Ross, CFA / dross@stifel.com John Larkin, CFA / jglarkin@stifel.com

Vitran Corp. Income Statement


(figures in $ millions, except per share amounts)																						2006															2007															2008

Fiscal Year End December 31	1999A			2000A			2001A			2002A			2003A			2004A			2005A			1QA			2QA			3QA			4QA			2006A			1QA			2QE			3QE			4QE			2007E			1QE			2QE			3QE			4QE			2008E			2009E

Less-than-truckload (LTL)
Revenue		233.4			253.2			242.1			241.9			270.2			303.0			352.7			97.4			105.2			102.9			136.0			441.5			136.2			153.1			157.4			148.9			595.5			145.0			163.8			170.0			160.8			639.6			690.8
% growth					8.5	%		-4.4	%		-0.1	%		11.7	%		12.2	%		16.4	%		28.0	%		21.7	%		6.4	%		45.5	%		25.2	%		39.8	%		45.5	%		53.0	%		9.5	%		34.9	%		6.5	%		7.0	%		8.0	%		8.0	%		7.4	%		8.0	%
Operating income		14.8			15.8			8.2			12.8			15.4			17.6			24.5			5.1			8.0			6.6			8.3			28.0			6.2			10.4			10.9			9.8			37.3			7.0			12.3			13.1			11.9			44.2			49.9

Operating ratio		93.7	%		93.7	%		96.6	%		94.7	%		94.3	%		94.2	%		93.1	%		94.8	%		92.4	%		93.6	%		93.9	%		93.7	%		95.4	%		93.2	%		93.1	%		93.4	%		93.7	%		95.2	%		92.5	%		92.3	%		92.6	%		93.1	%		92.8	%

Logistics
Revenue		45.0			38.6			36.5			27.7			28.6			35.5			40.3			9.4			10.3			10.4			9.7			39.8			9.7			10.6			11.3			10.5			42.0			10.4			11.5			12.2			11.3			45.3			49.0
% growth					-14.2	%		-5.3	%		-24.3	%		3.5	%		23.9	%		13.4	%		6.0	%		6.6	%		-2.2	%		-12.9	%		-1.2	%		2.7	%		3.5	%		8.0	%		8.0	%		5.6	%		8.0	%		8.0	%		8.0	%		8.0	%		8.0	%		8.0	%
Operating income		0.5			0.5			0.1			1.0			1.1			1.7			2.1			0.5			0.6			0.9			0.6			2.7			0.4			0.6			1.0			0.7			2.8			0.6			0.8			1.1			0.7			3.3			3.6

Operating ratio		98.9	%		98.7	%		99.8	%		96.5	%		96.2	%		95.3	%		94.7	%		94.5	%		93.8	%		91.1	%		93.8	%		93.3	%		95.4	%		94.0	%		91.1	%		93.5	%		93.4	%		93.8	%		93.0	%		91.1	%		93.4	%		92.8	%		92.7	%

Truckload
Revenue		33.3			32.1			31.9			34.0			33.0			36.1			35.2			8.3			8.2			8.2			8.1			32.8			8.3			8.2			8.4			8.3			33.2			8.5			8.4			8.6			8.5			34.0			34.9
% growth					-3.8	%		-0.7	%		6.7	%		-3.0	%		9.3	%		-2.3	%		-7.5	%		-9.2	%		-7.6	%		-3.1	%		-6.9	%		0.3	%		0.0	%		2.0	%		2.5	%		1.2	%		2.5	%		2.5	%		2.5	%		2.5	%		2.5	%		2.5	%
Operating income		2.4			1.5			0.8			0.8			0.6			2.0			2.3			0.4			0.5			0.4			0.4			1.7			0.3			0.4			0.5			0.4			1.5			0.5			0.5			0.5			0.5			2.0			2.1
Operating ratio		92.9	%		95.4	%		97.4	%		97.6	%		98.2	%		94.5	%		93.5	%		95.1	%		93.5	%		95.7	%		94.6	%		94.7	%		96.5	%		95.5	%		94.5	%		95.0	%		95.4	%		94.2	%		94.0	%		94.0	%		94.0	%		94.1	%		94.1	%


Consolidated revenue		311.7			323.9			310.5			303.6			331.8			374.6			428.2			115.1			123.6			121.5			153.8			514.1			154.1			171.9			177.0			167.7			670.7			164.0			183.6			190.7			180.6			719.0			774.6
% growth					3.9	%		-4.1	%		-2.2	%		9.3	%		12.9	%		14.3	%		22.6	%		17.7	%		4.5	%		36.1	%		20.1	%		33.9	%		39.0	%		45.7	%		9.0	%		30.5	%		6.4	%		6.8	%		7.7	%		7.7	%		7.2	%		7.7	%
Consolidated operating income		15.6			15.9			7.6			12.5			14.8			19.0			25.4			5.0			8.1			6.8			8.1			28.0			5.6			10.0			10.9			9.5			36.1			6.5			12.0			13.1			11.6			43.1			48.5
Consolidated operating ratio		95.0	%		95.1	%		97.6	%		95.9	%		95.5	%		94.9	%		94.1	%		95.7	%		93.4	%		94.4	%		94.7	%		94.5	%		96.4	%		94.2	%		93.8	%		94.3	%		94.6	%		96.0	%		93.5	%		93.1	%		93.6	%		94.0	%		93.7	%


EBITDA		22.3			22.8			13.9			17.8			20.3			24.2			32.4			7.4			10.6			9.4			13.1			40.5			10.6			15.7			16.7			15.1			58.0			12.0			18.0			19.3			17.5			66.8			73.9
% margin		7.2	%		7.0	%		4.5	%		5.9	%		6.1	%		6.5	%		7.6	%		6.4	%		8.6	%		7.7	%		8.5	%		7.9	%		6.8	%		9.1	%		9.5	%		9.0	%		8.7	%		7.3	%		9.8	%		10.1	%		9.7	%		9.3	%		9.5	%

Interest expense (income), net		5.0			4.9			3.8			3.3			1.3			0.1			0.3			0.2			0.2			0.3			2.0			2.7			2.1			1.9			1.7			1.6			7.3			1.6			1.6			1.4			1.3			5.9			3.0
Other		0.0			0.0			0.0			0.0			0.0			0.0			0.0			0.0			0.0			0.0			0.0			0.0			0.0			0.0			0.0			0.0			0.0			0.0			0.0			0.0			0.0			0.0			0.0

Income from continuing operations before income tax provision		10.6			11.0			3.8			9.2			13.5			18.9			25.1			4.8			8.0			6.5			6.1			25.4			3.5			8.2			9.2			7.9			28.8			4.9			10.4			11.7			10.3			37.2			45.5
% margin		3.4	%		3.4	%		1.2	%		3.0	%		4.1	%		5.1	%		5.9	%		4.2	%		6.4	%		5.4	%		4.0	%		4.9	%		2.3	%		4.7	%		5.2	%		4.7	%		4.3	%		3.0	%		5.7	%		6.1	%		5.7	%		5.2	%		5.9	%

Tax rate		27.0	%		28.6	%		4.1	%		24.8	%		23.4	%		24.7	%		28.6	%		24.5	%		27.4	%		25.1	%		18.5	%		24.1	%		4.4	%		26.0	%		28.0	%		24.0	%		23.4	%		15.0	%		28.5	%		29.0	%		28.0	%		26.8	%		29.6	%

Income from continuing operations (1)		7.7			7.9			3.6			6.9			10.3			14.2			17.9			3.6			5.8			4.9			5.0			19.3			3.4			6.0			6.6			6.0			22.0			4.1			7.5			8.3			7.4			27.3			32.0
% margin		2.5	%		2.4	%		1.2	%		2.3	%		3.1	%		3.8	%		4.2	%		3.1	%		4.7	%		4.0	%		3.2	%		3.7	%		2.2	%		3.5	%		3.7	%		3.6	%		3.3	%		2.5	%		4.1	%		4.3	%		4.1	%		3.8	%		4.1	%

Diluted shares outstanding (2)		10.2			9.9			9.9			9.8			10.3			12.7			12.8			12.9			13.0			13.0			13.6			13.1			13.7			13.7			13.7			13.7			13.7			13.7			13.7			13.7			13.7			13.7			13.7

Adjusted diluted EPS from continuing operations	$	0.76		$	0.79		$	0.37		$	0.71		$	1.01		$	1.12		$	1.40		$	0.28		$	0.45		$	0.38		$	0.37		$	1.47		$	0.25		$	0.44		$	0.48		$	0.44		$	1.61		$	0.30		$	0.55		$	0.61		$	0.54		$	2.00		$	2.35

% growth					5.0	%		-54.0	%		94.2	%		42.0	%		11.0	%		24.9	%		29.7	%		18.7	%		-9.4	%		-5.8	%		5.1	%		-11.4	%		-0.8	%		28.5	%		20.2	%		9.9	%		22.0	%		23.6	%		25.4	%		23.2	%		23.8	%		17.5	%


Certain amounts in prior periods have been reclassified to conform to current presentation. Some calculations may vary due to rounding.

1999-2000 figures translated from CAD into USD using average annual exchange rates from Bank of Canada

LTL and Truckload segment operating income for periods prior to 2003 include gains/losses from sales of capital assets (previously reported below the operating line and not by segment), allocated on an 80%-20% basis, respectively.



(1)	4Q04 and 2004 exclude $0.7 million one-time deferred tax benefit attributable to the reduction in the valuation allowance on loss carryforwards

(2)	Increased share count in 4Q06 reflects issuance of 677,000 shares as part of acquisition consideration for PJAX Freight System, acquired 10/2/06



Source: Company data and Stifel Nicolaus estimates

Breakdown of Revenue by Segment


																						2006


	1999A			2000A			2001A			2002A			2003A			2004A			2005A			1QA			2QA			3QA			4QA			2006A			1QA			2QE			3QE			4QE			2007E			1QE			2QE			3QE			4QE			2008E			2009E

Less-than-truckload (LTL)		74.9	%		78.2	%		78.0	%		79.7	%		81.4	%		80.9	%		82.4	%		84.6	%		85.1	%		84.6	%		88.4	%		85.9	%		88.3	%		89.1	%		88.9	%		88.8	%		88.8	%		88.4	%		89.2	%		89.1	%		89.0	%		89.0	%		89.2	%
Logistics		14.4	%		11.9	%		11.8	%		9.1	%		8.6	%		9.5	%		9.4	%		8.2	%		8.3	%		8.6	%		6.3	%		7.7	%		6.3	%		6.2	%		6.4	%		6.2	%		6.3	%		6.4	%		6.2	%		6.4	%		6.3	%		6.3	%		6.3	%
Truckload		10.7	%		9.9	%		10.3	%		11.2	%		9.9	%		9.6	%		8.2	%		7.2	%		6.6	%		6.8	%		5.3	%		6.4	%		5.4	%		4.8	%		4.7	%		4.9	%		4.9	%		5.2	%		4.6	%		4.5	%		4.7	%		4.7	%		4.5	%

Total revenue		100.0	%		100	%		100	%		100	%		100	%		100	%		100	%		100	%		100	%		100	%		100	%		100	%		100	%		100	%		100	%		100	%		100	%		100	%		100	%		100	%		100	%		100	%		100	%

Breakdown of Operating Income by Segment


																						2006															2007															2008


	1999A			2000A			2001A			2002A			2003A			2004A			2005A			1QA			2QA			3QA			4QA			2006A			1QA			2QE			3QE			4QE			2007E			1QE			2QE			3QE			4QE			2008E			2009E

Less-than-truckload (LTL)		83.7	%		88.9	%		90.2	%		87.8	%		90.1	%		82.9	%		84.6	%		84.6	%		87.3	%		83.7	%		88.9	%		86.4	%		89.4	%		91.2	%		88.1	%		90.0	%		89.7	%		85.9	%		90.4	%		89.1	%		90.5	%		89.3	%		89.8	%
Logistics		2.8	%		2.7	%		0.7	%		6.5	%		6.3	%		7.9	%		7.4	%		8.6	%		6.9	%		11.8	%		6.4	%		8.3	%		6.3	%		5.6	%		8.1	%		6.2	%		6.6	%		8.0	%		5.9	%		7.4	%		5.7	%		6.6	%		6.4	%
Truckload		13.5	%		8.3	%		9.1	%		5.7	%		3.5	%		9.3	%		8.0	%		6.8	%		5.8	%		4.5	%		4.7	%		5.3	%		4.2	%		3.2	%		3.7	%		3.8	%		3.7	%		6.1	%		3.7	%		3.5	%		3.9	%		4.1	%		3.7	%

Total operating income		100.0	%		100	%		100	%		100	%		100	%		100	%		100	%		100	%		100	%		100	%		100	%		100	%		100	%		100	%		100	%		100	%		100	%		100	%		100	%		100	%		100	%		100	%		100	%



Transportation & Logistics		June 15, 2007

		John Larkin, CFA / jglarkin@stifel.com David Ross, CFA / dross@stifel.com Matt Grady / msgrady@stifel.com

Werner Enterprises Income Statement



																												2006																2007																2008
(figures in $ millions, except per share amounts)	1997A			1998A			1999A			2000A			2001A			2002A			2003A			2004A			2005A				1QA			2QA			3QA			4QA			2006A				1QA			2QE			3QE			4QE			2007E				1QE			2QE			3QE			4QE			2008E			2009E

Gross revenues		772.1			863.4			1,052.3			1,214.6			1,270.5			1,341.5			1,457.8			1,678.0			1,971.8				491.9			528.9			541.3			518.4			2,080.6				503.9			541.1			562.9			544.4			2,152.3				529.1			568.1			585.5			566.1			2,248.8			2,361.3
% change y/y								21.9	%		15.4	%		4.6	%		5.6	%		8.7	%		15.1	%		17.5	%			8.1	%		8.9	%		7.3	%		-1.5	%		5.5	%			2.4	%		2.3	%		4.0	%		5.0	%		3.4	%			5.0	%		5.0	%		4.0	%		4.0	%		4.5	%		5.0	%

Operating expenses:
Salaries, wages, and employee benefits		279.0			325.7			382.8			429.8			457.4			486.3			513.6			544.4			574.9				146.6			149.7			149.5			149.0			594.8				150.5			159.0			161.5			152.1			623.1				163.0			165.9			168.1			158.1			655.0			687.1
Fuel		67.6			56.8			79.0			137.6			131.5			125.2			160.5			218.1			340.6				88.6			102.8			106.9			90.3			388.7				89.1			95.6			104.7			102.9			392.3				89.7			99.7			109.0			106.9			405.4			425.3
Supplies and maintenance		63.1			72.3			87.6			102.8			117.9			120.0			123.7			139.0			156.7				37.8			39.0			41.4			37.1			155.3				39.6			45.3			46.9			45.2			176.9				44.9			47.2			48.8			47.0			187.8			197.1
Taxes and licenses		58.5			67.9			82.1			89.1			93.6			98.7			104.4			109.7			118.9				29.5			27.9			30.1			30.1			117.6				30.2			32.7			33.9			32.6			129.4				32.4			34.1			35.2			33.9			135.7			142.3
Insurance and claims		21.2			23.9			31.7			34.1			41.9			51.2			73.0			77.0			88.6				19.2			21.6			24.1			27.7			92.6				24.2			23.6			22.9			23.6			94.4				22.4			24.7			25.5			24.5			97.1			101.9
Depreciation		72.6			82.5			100.0			109.1			116.0			121.7			135.2			144.5			162.5				41.1			41.1			42.6			42.7			167.5				42.6			45.3			46.9			45.2			179.9				44.9			47.2			48.8			47.0			187.8			197.1
Rent and purchased transportation		132.3			139.0			185.1			216.9			214.3			222.6			215.5			289.2			354.3				88.0			101.3			105.2			101.2			395.7				100.2			98.1			100.6			96.9			395.8				97.2			102.4			103.0			100.7			403.2			423.0
Communication and utilities		8.4			10.8			13.4			14.5			14.4			14.8			16.5			18.9			20.5				4.9			4.8			5.1			4.8			19.7				5.1			5.0			5.2			5.0			20.4				5.5			5.2			5.4			5.2			21.4			22.4
Other operating expenses (1)		(8.2	)		(11.1	)		(11.7	)		(2.2	)		4.1			1.5			(2.0	)		(4.2	)		(9.7	)			(7.8	)		(5.8	)		(4.3	)		(5.1	)		(22.9	)			(4.8	)		(1.5	)		(1.6	)		(1.5	)		(9.4	)			(1.5	)		(1.6	)		(1.6	)		(1.6	)		(6.3	)		(6.6	)

Total operating expenses		694.4			767.8			950.1			1,131.8			1,191.2			1,242.0			1,340.3			1,536.7			1,807.2				447.9			482.5			500.6			477.8			1,908.9				476.6			503.2			521.0			501.9			2,002.7				498.4			524.9			542.1			521.7			2,087.2			2,189.5
Operating ratio		89.9	%		88.9	%		90.3	%		93.2	%		93.8	%		92.6	%		91.9	%		91.6	%		91.7	%			91.1	%		91.2	%		92.5	%		92.2	%		91.7	%			94.6	%		93.0	%		92.6	%		92.2	%		93.1	%			94.2	%		92.4	%		92.6	%		92.2	%		92.8	%		92.7	%

EBIT		77.6			95.6			102.2			82.8			79.3			99.5			117.5			141.3			164.6				44.0			46.4			40.7			40.6			171.7				27.3			37.9			41.9			42.5			149.5				30.7			43.2			43.3			44.4			161.6			171.7
% margin		10.1	%		11.1	%		9.7	%		6.8	%		6.2	%		7.4	%		8.1	%		8.4	%		8.3	%			8.9	%		8.8	%		7.5	%		7.8	%		8.3	%			5.4	%		7.0	%		7.5	%		7.8	%		6.9	%			5.8	%		7.6	%		7.4	%		7.9	%		7.2	%		7.3	%

EBITDA		150.3			178.2			202.2			191.9			195.4			221.2			252.7			285.9			327.1				85.1			87.4			83.3			83.4			339.2				69.8			83.2			88.8			87.6			329.4				75.5			90.4			92.1			91.4			349.5			368.8
% margin		19.5	%		20.6	%		19.2	%		15.8	%		15.4	%		16.5	%		17.3	%		17.0	%		16.6	%			17.3	%		16.5	%		15.4	%		16.1	%		16.3	%			13.9	%		15.4	%		15.8	%		16.1	%		15.3	%			14.3	%		15.9	%		15.7	%		16.1	%		15.5	%		15.6	%

Interest (expense)		(3.0	)		(4.9	)		(6.6	)		(8.2	)		(3.8	)		(2.9	)		(1.1	)		(0.0	)		(0.7	)			(0.3	)		(0.0	)		(0.1	)		(0.9	)		(1.2	)			(1.3	)		(0.9	)		(0.9	)		(0.4	)		(3.6	)			0.0			(0.2	)		(0.2	)		(0.2	)		(0.5	)		(0.7	)
Interest income		1.6			1.7			1.4			2.7			2.6			2.3			1.7			2.6			3.4				1.0			1.2			1.1			1.1			4.4				1.1			0.1			0.2			0.2			1.5				(0.0	)		0.1			0.1			0.2			0.4			0.6
Other income (expense), net		(0.1	)		(0.1	)		(0.2	)		0.2			(1.8	)		(0.3	)		(0.1	)		(0.2	)		(0.3	)			(0.0	)		(0.1	)		(0.1	)		(0.1	)		(0.3	)			(0.1	)		0.0			0.0			0.0			(0.1	)			0.0			0.0			0.0			0.0			0.0			0.0


Profit before tax		76.1			92.3			96.8			77.5			76.4			98.6			118.0			143.7			167.1				44.7			47.5			41.6			40.8			174.6				26.9			37.1			41.3			42.2			147.5				30.7			43.1			43.3			44.4			161.5			171.6
% margin		9.9	%		10.7	%		9.2	%		6.4	%		6.0	%		7.4	%		8.1	%		8.6	%		8.5	%			9.1	%		9.0	%		7.7	%		7.9	%		8.4	%			5.3	%		6.9	%		7.3	%		7.8	%		6.9	%			5.8	%		7.6	%		7.4	%		7.8	%		7.2	%		7.3	%

Tax rate		36.4	%		38.0	%		38.0	%		38.0	%		37.5	%		37.5	%		37.5	%		39.2	%		41.0	%			41.3	%		41.0	%		41.0	%		41.0	%		41.1	%			41.8	%		41.0	%		41.0	%		41.0	%		41.1	%			41.0	%		41.0	%		41.0	%		41.0	%		41.0	%		41.0	%

Net income (loss) from continuing operations		48.4			57.2			60.0			48.0			47.7			61.6			73.7			87.3			98.5				26.3			28.0			24.6			24.0			102.9				15.7			21.9			24.4			24.9			86.8				18.1			25.4			25.5			26.2			95.3			101.3
Extraordinary item (net of tax) (1)		0.0			0.0			0.0			0.0			0.0			0.0			0.0			0.0			0.0				(4.2	)		0.0			0.0			0.0			(4.2	)			0.0			0.0			0.0			0.0			0.0				0.0			0.0			0.0			0.0			0.0			0.0

Net income		48.4			57.2			60.0			48.0			47.7			61.6			73.7			87.3			98.5				22.0			28.0			24.6			24.0			98.6				15.7			21.9			24.4			24.9			86.8				18.1			25.4			25.5			26.2			95.3			101.3
% margin		6.3	%		6.6	%		5.7	%		4.0	%		3.8	%		4.6	%		5.1	%		5.2	%		5.0	%			4.5	%		5.3	%		4.5	%		4.6	%		4.7	%			3.1	%		4.0	%		4.3	%		4.6	%		4.0	%			3.4	%		4.5	%		4.4	%		4.6	%		4.2	%		4.3	%

Average shares outstanding — diluted		79.6			79.9			79.4			78.8			80.2			81.5			81.6			80.9			80.7				81.0			79.7			78.6			77.3			79.1				76.2			76.8			76.3			75.8			76.3				75.3			74.8			74.3			73.8			74.6			72.6


EPS — diluted (continuing operations)	$	0.61		$	0.72		$	0.76		$	0.61		$	0.60		$	0.76		$	0.90		$	1.08		$	1.22			$	0.32		$	0.35		$	0.31		$	0.31		$	1.30			$	0.21		$	0.28		$	0.32		$	0.33		$	1.14			$	0.24		$	0.34		$	0.34		$	0.36		$	1.28		$	1.40

% change y/y								5.4	%		-19.3	%		-2.3	%		27.0	%		19.5	%		19.6	%		13.1	%			31.6	%		12.2	%		2.9	%		-12.9	%		6.5	%			-36.6	%		-19.0	%		2.1	%		5.5	%		-12.5	%			16.9	%		19.4	%		7.7	%		8.2	%		12.3	%		9.2	%

EPS — diluted	$	0.61		$	0.72		$	0.76		$	0.61		$	0.60		$	0.76		$	0.90		$	1.08		$	1.22			$	0.27		$	0.35		$	0.31		$	0.31		$	1.25			$	0.21		$	0.28		$	0.32		$	0.33		$	1.14			$	0.24		$	0.34		$	0.34		$	0.36		$	1.28		$	1.40
% change y/y					18.0	%		5.4	%		-19.3	%		-2.3	%		27.0	%		19.5	%		19.6	%		13.1	%			10.4	%		12.2	%		2.9	%		-12.9	%		2.1	%			-24.4	%		-19.0	%		2.1	%		5.5	%		-8.8	%			16.9	%		19.4	%		7.7	%		8.2	%		12.3	%		9.2	%


Source: Company data and Stifel Nicolaus estimates


(1)		1Q06 EPS from continuing operations excludes $7.2 million in bad debt expense related to the bankruptcy filing of a customer.


Transportation & Logistics		June 15, 2007


		John Larkin, CFA / jglarkin@stifel.com David Ross, CFA / dross@stifel.com Matt Grady / msgrady@stifel.com

U. S .Xpress Enterprises Income Statement


(figures in $ millions, except per share amounts)																									2006															2007															2008
	1998A			1999A			2000A			2001A			2002A			2003A			2004A			2005A			1QA			2QA			3QA			4QA			2006A			1QA			2QE			3QE			4QE			2007E			1QE			2QE			3QE			4QE			2008E			2009E

Operating revenue
U.S. Xpress, net of fuel surcharge		513.2			653.4			733.6			711.0			762.3			793.9			904.4			933.2			241.3			307.9			312.0			317.5			1,178.7			295.2			310.6			322.3			338.7			1,266.8			303.3			329.7			339.7			355.6			1,328.3			1,390.3
% change y/y					27.3	%		12.3	%		-3.1	%		7.2	%		4.1	%		13.9	%		3.2	%		12.2	%		38.4	%		29.4	%		24.8	%		26.3	%		22.3	%		0.9	%		3.3	%		6.7	%		7.5	%		2.7	%		6.1	%		5.4	%		5.0	%		4.9	%		4.7	%
Xpress Global Systems, net of fuel surcharge		74.5			57.7			58.2			83.1			114.8			137.8			158.6			125.4			22.4			25.6			24.1			21.4			93.5			22.6			25.9			24.4			22.4			95.2			24.1			27.4			25.6			23.6			100.7			105.7
% change y/y					-22.6	%		0.8	%		42.8	%		38.2	%		20.1	%		15.0	%		-20.9	%		-45.3	%		-32.3	%		0.2	%		-4.9	%		-25.4	%		0.5	%		1.0	%		1.0	%		5.0	%		1.8	%		7.0	%		6.0	%		5.0	%		5.0	%		5.7	%		5.0	%

Total operating revenue		587.7			711.1			762.2			794.0			877.1			931.7			1,063.0			1,058.5			263.7			333.5			336.1			338.8			1,272.2			317.7			336.4			346.7			361.1			1,362.0			327.4			357.1			365.3			379.2			1,429.0			1,496.1
% change y/y					21.0	%		7.2	%		4.2	%		10.5	%		6.2	%		14.1	%		-0.4	%		3.0	%		28.2	%		26.7	%		22.4	%		20.2	%		20.5	%		0.9	%		3.2	%		6.6	%		7.1	%		3.0	%		6.1	%		5.4	%		5.0	%		4.9	%		4.7	%
Fuel surcharge revenue		0.0			2.6			29.5			25.9			15.6			34.0			62.0			125.5			37.2			57.5			61.8			48.3			204.8			44.3			60.4			64.9			53.2			222.7			59.6			64.0			68.1			55.8			247.5			272.8
% change y/y				NM			NM				-12.2	%		-40.0	%		118.3	%		82.5	%		102.3	%		80.5	%		109.7	%		78.4	%		12.9	%		63.2	%		19.0	%		5.0	%		5.0	%		10.0	%		8.7	%		34.5	%		6.0	%		5.0	%		5.0	%		11.1	%		10.2	%
Intercompany		(6.3	)		(5.5	)		(4.7	)		(21.9	)		(30.3	)		(35.2	)		(19.4	)		(19.8	)		(1.3	)		(1.5	)		(1.3	)		(1.2	)		(5.3	)		(1.2	)		(1.2	)		(1.2	)		(1.2	)		(4.8	)		(2.0	)		(2.0	)		(2.0	)		(2.0	)		(8.0	)		(8.0	)

TOTAL REVENUE		581.4			708.2			787.1			798.0			862.3			930.5			1,105.7			1,164.2			299.7			389.5			396.6			386.0			1,471.8			360.9			395.6			410.3			413.1			1,579.9			385.0			419.1			431.4			433.0			1,668.5			1,760.9
% change y/y					21.8	%		11.1	%		1.4	%		8.1	%		7.9	%		18.8	%		5.3	%		11.4	%		39.2	%		33.4	%		21.4	%		26.4	%		20.4	%		1.6	%		3.5	%		7.0	%		7.3	%		6.7	%		5.9	%		5.1	%		4.8	%		5.6	%		5.5	%

Operating expenses:
Salaries, wages, and benefits		233.6			275.1			287.2			304.7			310.4			325.8			367.3			399.9			102.9			127.1			129.7			132.5			492.2			127.1			136.1			138.9			139.0			541.1			133.1			142.6			145.7			145.3			566.7			596.2
Fuel and fuel taxes		77.0			100.3			136.0			126.7			119.1			135.9			168.6			225.2			66.3			89.2			90.4			80.7			326.6			80.1			77.1			78.7			78.8			314.7			73.5			78.8			80.5			80.3			313.0			329.3
Vehicle rents		32.4			54.5			59.4			67.8			68.9			75.5			71.1			69.7			18.4			19.3			18.4			20.9			77.0			23.0			23.9			24.4			24.4			95.7			23.4			25.0			25.6			25.5			99.5			104.7
Depreciation and amortization		26.0			29.3			34.4			35.3			37.5			37.3			45.1			46.7			11.9			15.8			16.1			19.2			63.0			19.5			21.2			21.6			21.7			84.0			20.7			22.2			22.7			22.6			88.3			92.9
Purchased transportation		60.8			83.9			104.3			104.0			143.9			157.2			212.1			197.6			46.6			61.7			62.3			59.6			230.2			54.6			60.9			62.2			62.2			239.9			59.6			63.8			65.2			65.0			253.6			266.8
Operating expenses and supplies		37.0			44.6			51.4			52.8			60.1			64.0			72.8			75.1			19.2			24.9			25.2			23.1			92.4			23.6			27.0			27.5			27.6			105.7			26.4			28.3			28.9			28.8			112.4			118.2
Insurance premiums and claims		21.1			28.4			32.7			32.3			40.5			48.6			59.7			55.2			13.3			16.3			16.6			13.9			60.0			15.0			17.3			17.7			17.7			67.7			17.0			18.2			18.6			18.5			72.2			76.0
Operating taxes and licenses		9.8			14.7			13.5			14.2			12.9			14.2			13.9			14.1			3.7			4.3			4.3			4.5			16.9			4.3			4.6			4.7			4.7			18.3			4.5			4.8			5.0			4.9			19.3			20.3
Communication and utilities		9.0			12.2			11.2			11.6			11.2			11.2			11.4			10.7			2.9			3.6			3.3			2.8			12.6			2.9			3.9			3.9			3.9			14.6			3.8			4.0			4.1			4.1			16.1			16.9
General or other operating expenses (1) (4)		30.3			32.5			35.0			35.2			37.3			36.5			43.7			43.8			9.9			11.7			10.9			11.2			43.6			10.5			13.5			13.8			13.8			51.5			15.1			16.2			16.5			16.5			64.2			67.6
Early extinguishment of debt		0.0			0.0			0.0			0.0			0.0			0.0			0.0			0.0			0.0			0.0			0.0			0.0			0.0			0.0			0.0			0.0			0.0			0.0			0.0			0.0			0.0			0.0			0.0			0.0
Loss from discontinued operations (5)		0.0			0.0			0.0			0.0			0.0			0.0			0.0			0.0			0.0			0.0			0.2			0.1			0.3			0.0			0.0			0.0			0.0			0.0			0.0			0.0			0.0			0.0			0.0			0.0

Total operating expenses		537.1			675.4			765.2			784.6			841.8			906.1			1,065.6			1,138.2			295.0			373.9			377.3			368.6			1,414.9			360.6			385.5			393.5			393.8			1,533.4			377.1			403.8			412.7			411.7			1,605.4			1,688.8
Operating ratio, adjusted*		92.4	%		95.4	%		97.2	%		98.3	%		97.6	%		97.4	%		96.4	%		97.8	%		98.4	%		96.0	%		95.2	%		95.5	%		96.1	%		99.9	%		97.4	%		95.9	%		95.3	%		97.1	%		98.0	%		96.4	%		95.7	%		95.1	%		96.2	%		95.9	%
Operating ratio, adjusted (net of fuel surcharge)*		92.4	%		95.4	%		97.1	%		98.3	%		97.6	%		97.3	%		96.2	%		97.5	%		98.2	%		95.3	%		94.3	%		94.9	%		95.5	%		99.9	%		97.0	%		95.1	%		94.6	%		96.6	%		97.6	%		95.7	%		94.9	%		94.3	%		95.6	%		95.2	%

By segment:
OPERATING INCOME
U.S. Xpress - Truckload		41.8			30.1			19.1			15.1			20.0			21.9			44.9			37.1			4.4			13.8			17.7			16.5			52.5			0.5			8.4			15.4			18.2			42.5			6.6			13.3			17.2			20.2			57.3			65.9
Xpress Global Systems (CSI/Crown until Jan. 2003)		2.6			2.7			2.8			(1.6	)		0.6			2.5			(5.0	)		(10.7	)		0.4			1.7			1.5			0.9			4.4			1.5			1.7			1.4			1.1			5.8			1.3			1.9			1.4			1.2			5.9			6.1

Total operating income		44.3			32.8			21.9			13.5			20.6			24.4			39.9			26.4			4.8			15.5			19.2			17.4			56.9			2.1			10.1			16.8			19.3			48.3			7.9			15.2			18.7			21.4			63.1			72.0

OPERATING RATIO
U.S. Xpress - Truckload		91.8	%		95.4	%		97.4	%		98.0	%		97.4	%		97.4	%		95.3	%		96.4	%		98.9	%		96.2	%		95.3	%		95.5	%		96.2	%		99.8	%		97.7	%		96.0	%		95.4	%		97.1	%		98.2	%		96.6	%		95.8	%		95.1	%		96.4	%		96.0	%
U.S. Xpress - Truckload (net of fuel surcharge)					95.4	%		97.4	%		97.8	%		97.3	%		97.1	%		94.9	%		95.9	%		98.2	%		95.5	%		94.3	%		94.8	%		95.5	%		99.8	%		97.3	%		95.2	%		94.6	%		96.6	%		97.8	%		95.9	%		94.9	%		94.3	%		95.7	%		95.2	%
Xpress Global Systems (CSI/Crown until Jan. 2003)		96.6	%		95.4	%		95.1	%		102.0	%		99.5	%		98.2	%		103.2	%		108.5	%		98.4	%		93.4	%		93.8	%		96.0	%		95.3	%		93.2	%		93.3	%		94.3	%		95.0	%		93.9	%		94.5	%		93.0	%		94.4	%		94.9	%		94.2	%		94.2	%

Total operating ratio		92.4	%		95.4	%		97.2	%		98.3	%		97.6	%		97.4	%		96.4	%		97.7	%		98.4	%		96.0	%		95.2	%		95.5	%		96.1	%		99.4	%		97.4	%		95.9	%		95.3	%		96.9	%		98.0	%		96.4	%		95.7	%		95.1	%		96.2	%		95.9	%

EBIT		44.3			32.8			21.9			13.5			20.6			24.4			40.0			26.1			4.8			15.5			19.2			17.4			56.9			0.3			10.1			16.8			19.3			46.6			7.9			15.2			18.7			21.4			63.1			72.0
% margin		7.6	%		4.6	%		2.8	%		1.7	%		2.4	%		2.6	%		3.6	%		2.2	%		1.6	%		4.0	%		4.8	%		4.5	%		3.9	%		0.1	%		2.6	%		4.1	%		4.7	%		2.9	%		2.0	%		3.6	%		4.3	%		4.9	%		3.8	%		4.1	%
EBITDA		70.3			62.0			56.4			48.8			58.0			61.7			85.1			72.7			16.6			31.3			35.4			36.6			119.9			19.8			31.3			38.5			41.0			130.6			28.6			37.4			41.4			44.0			151.4			164.9
% margin		12.1	%		8.8	%		7.2	%		6.1	%		6.7	%		6.6	%		7.7	%		6.2	%		5.5	%		8.0	%		8.9	%		9.5	%		8.1	%		5.5	%		7.9	%		9.4	%		9.9	%		8.3	%		7.4	%		8.9	%		9.6	%		10.2	%		9.1	%		9.4	%
Interest expense, net		9.9			12.4			15.4			14.9			13.4			9.9			9.2			7.7			3.1			4.7			5.0			5.7			18.5			5.5			5.8			5.6			5.3			22.1			5.1			5.1			5.0			4.9			20.1			18.8
Equity in income of affiliated companies		0.0			0.0			0.0			0.0			0.0			0.0			(0.1	)		(2.8	)		0.2			0.3			(0.1	)		(0.1	)		0.3			(0.1	)		0.0			0.0			0.0			(0.1	)		0.0			0.0			0.0			0.0			0.0			0.0
Minority interest		0.0			0.0			0.0			0.0			0.0			0.0			0.0			0.0			0.1			0.4			0.5			0.3			1.3			(0.1	)		0.3			0.5			0.5			1.3			0.1			0.2			0.2			0.0			0.5			(0.0	)
Fixed charge coverage ratio		1.8x			1.3x			1.1x			1.0x			1.1x			1.2x			1.4x			1.2x			1.1x			1.5x			1.6x			1.4x			1.4x			0.9x			1.1x			1.4x			1.5x			1.2x			1.1x			1.3x			1.4x			1.5x			1.4x			1.4x
Profit before tax		34.4			20.4			6.5			(1.5	)		7.2			14.5			30.9			21.2			1.3			10.1			13.9			11.5			36.8			(5.0	)		4.0			10.8			13.6			23.4			2.7			10.0			13.5			16.4			42.6			53.2
% margin		5.9	%		2.9	%		0.8	%		-0.2	%		0.8	%		1.6	%		2.8	%		1.8	%		0.4	%		2.6	%		3.5	%		3.0	%		2.5	%		-1.4	%		1.0	%		2.6	%		3.3	%		1.5	%		0.7	%		2.4	%		3.1	%		3.8	%		2.6	%		3.0	%
Effective tax rate		40.0	%		40.5	%		46.3	%		22.6	%		56.4	%		47.4	%		45.7	%		48.3	%		43.7	%		43.5	%		47.6	%		44.5	%		45.4	%		47.5	%		41.6	%		43.6	%		43.8	%		42.5	%		42.5	%		42.3	%		42.4	%		43.0	%		42.6	%		42.6	%
Net income (loss) from continuing operations		20.7			12.1			3.5			(1.1	)		3.1			7.6			16.8			11.0			0.7			5.7			7.3			6.4			20.1			(2.6	)		2.3			6.1			7.6			13.4			1.5			5.8			7.8			9.4			24.4			30.5
Extraordinary item (net of tax) (2)		0.0			(0.7	)		(1.4	)		0.0			(2.0	)		0.0			0.0			(1.5	)		0.0			0.0			0.0			0.0			0.0			0.0			0.0			0.0			0.0			0.0			0.0			0.0			0.0			0.0			0.0			0.0

Net income		20.7			11.4			2.1			(1.1	)		1.2			7.6			16.8			9.4			0.7			5.7			7.3			6.4			20.1			(2.6	)		2.3			6.1			7.6			13.4			1.5			5.8			7.8			9.4			24.4			30.5
% margin		3.6	%		1.6	%		0.3	%		-0.1	%		0.1	%		0.8	%		1.5	%		0.8	%		0.2	%		1.5	%		1.8	%		1.7	%		1.4	%		-0.7	%		0.6	%		1.5	%		1.8	%		0.8	%		0.4	%		1.4	%		1.8	%		2.2	%		1.5	%		1.7	%
Average shares outstanding - diluted (3)		15.2			14.9			14.1			13.8			14.0			14.1			14.4			16.1			15.5			15.6			15.6			15.5			15.6			15.3			15.3			15.3			15.3			15.3			15.3			15.3			15.3			15.3			15.3			15.3
EPS - diluted	$	1.36		$	0.77		$	0.15		$	(0.08	)	$	0.08		$	0.54		$	1.16		$	0.59		$	0.05		$	0.37		$	0.47		$	0.41		$	1.29		$	(0.17	)	$	0.15		$	0.40		$	0.50		$	0.88		$	0.10		$	0.38		$	0.51		$	0.61		$	1.60		$	2.00
% change y/y					-43.7	%		-81.0	%		-156.2	%	NM			NM				114.4	%		-49.7	%	NM			NM				86.3	%		-9.9	%		120.4	%	NM				-58.2	%		-14.5	%		21.4	%		-32.0	%		-158.0	%		146.6	%		27.6	%		22.8	%		82.0	%		24.9	%

EPS – diluted (continuing operations)	$	1.36		$	0.82		$	0.25		$	(0.08	)	$	0.22		$	0.54		$	1.16		$	0.68		$	0.05		$	0.37		$	0.47		$	0.41		$	1.29		$	(0.17	)	$	0.15		$	0.40		$	0.50		$	0.88		$	0.10		$	0.38		$	0.51		$	0.61		$	1.60		$	2.00

% change y/y					-40.0	%		-69.9	%		-133.3	%	NM				143.2	%		114.4	%		-41.5	%	NM			NM				86.3	%		-9.9	%		89.6	%	NM				-58.2	%		-14.5	%		21.4	%		-32.0	%		-158.0	%		146.6	%		27.6	%		22.8	%		82.0	%		24.9	%


*		Operating ratio, adjusted — excludes one-time items.

(1)		Operating line item excludes: In 1999, a one-time pretax charge of $1.25 million related to the settlement of litigation; in 4Q00, a one-time expense of $2.0 million due to the write-off of an outstanding receivable from a long-term customer, Dedicated Transportation Services, Inc.; in 1Q02, a one-time charge of $1.8 million for the early extinguishment of debt; in 4Q02, a pretax charge of $1.7 million related to the settlement of litigation with Forward Air Corp.; and in 1Q05, a $0.2mm charge for the early extinguishment of debt

(2)		After-tax amounts of nonrecurring items mentioned in Note 1 above

(3)		Reflects December 11, 2004, follow-on equity offering in which 2 million new primary shares were issued

(4)		Operating expenses exclude for 4Q04 and 2004 a one-time charge of $454,000 for the early extinguishment of debt and for 4Q05 and 2005 a charge of $93,000 for the early extinguishment of debt; income taxes exclude the corresponding tax benefit of the charge.

(5)		Represents one-time non-cash charges related to divestiture of airport-to-airport customer list and discontinuation of airport-to-airport operations.

(6)		Assumes closing in March 2006 of the acquisition of 80% equity interest (up from its previous 49% ownership position) in Totol Transportation of Mississippi and Amold Transportation Services. Operating results consolidated for combined companies beginning in 2Q06

		Source: Company data and Stifel Nicolaus estimates

June 15, 2007

Transportation & Logistics



		David Ross, CFA / dross@stifel.com John Larkin, CFA / jglarkin@stifel.com


																YRC Worldwide Income Statement

(figures in $ millions, except per share amounts)																2006																2007																2008
Fiscal year end December 31	2001A			2002A			2003A			2004A			2005A				1QA			2QA			3QA			4QA			2006A				1QA			2QE			3QE			4QE			2007E			1QE				2QE			3QE			4QE			2008E			2009E

Gross revenues		2,505.1			2,624.1			3,068.6			6,767.5			8,741.6				2,374.2			2,565.8			2,571.1			2,407.7			9,918.7				2,328.3			2,538.9			2,586.7			2,443.0			9,897.0				2,351.1			2,599.4			2,637.8			2,477.5			10,065.7			10,174.8
% change y/y					4.8	%		16.9	%		120.5	%		29.2	%			41.5	%		22.8	%		3.2	%		-3.0	%		13.5	%			-1.9	%		-1.0	%		0.6	%		1.5	%		-0.2	%			1.0	%		2.4	%		2.0	%		1.4	%		1.7	%		1.1	%
By segment:

YRC National Transportation		2,486.0			2,547.1			2,943.1			6,300.5			6,742.4				1,645.8			1,762.7			1,799.0			1,680.1			6,887.5				1,608.4			1,727.4			1,790.0			1,671.7			6,797.6				1,576.3			1,727.4			1,781.0			1,646.6			6,731.4			6,596.7
% change y/y		-10.3	%		2.5	%		15.6	%		114.1	%		7.0	%			5.6	%		4.8	%		2.8	%		-4.1	%		2.2	%			-2.3	%		-2.0	%		-0.5	%		-0.5	%		-1.3	%			-2.0	%		0.0	%		-0.5	%		-1.5	%		-1.0	%		-2.0	%
Operating ratio — adjusted		97.6	%		97.2	%		95.3	%		96.2	%		95.4	%			98.1	%		96.1	%		96.2	%		94.3	%		96.2	%			97.5	%		96.2	%		94.0	%		95.0	%		95.6	%			96.7	%		95.1	%		94.6	%		95.6	%		95.5	%		95.8	%

YRC Regional Transportation								9.8			260.6			1,570.8				592.0			654.1			624.7			570.5			2,441.4				575.9			647.5			634.1			596.2			2,453.8				607.6			683.1			669.0			629.0			2,588.7			2,718.2
% change y/y								NM			NM			NM			NM				108.0	%		3.0	%		-2.4	%		55.4	%			-2.7	%		-1.0	%		1.5	%		4.5	%		0.5	%			5.5	%		5.5	%		5.5	%		5.5	%		5.5	%		5.0	%
Operating ratio — adjusted								102.3	%		87.0	%		94.0	%			96.4	%		91.8	%		92.3	%		97.1	%		94.3	%			99.7	%		93.9	%		93.3	%		94.6	%		95.3	%			96.0	%		92.5	%		92.4	%		94.0	%		93.7	%		93.5	%

Meridian IQ		11.3			81.8			120.2			213.2			447.6				139.8			153.6			153.7			162.6			609.7				149.7			169.0			170.6			182.1			671.4				172.2			194.3			196.2			209.4			772.1			887.9
% change y/y					NM			47.1	%		77.3	%		109.9	%			147.9	%		60.6	%		8.2	%		5.9	%		36.2	%			7.1	%		10.0	%		11.0	%		12.0	%		10.1	%			15.0	%		15.0	%		15.0	%		15.0	%		15.0	%		15.0	%
Operating ratio — adjusted					103.3	%		99.4	%		98.2	%		96.6	%			98.2	%		97.2	%		95.9	%		95.2	%		96.6	%			100.7	%		98.0	%		96.3	%		96.0	%		97.6	%			98.2	%		96.5	%		95.8	%		96.0	%		96.6	%		96.5	%
Salaries, wages and employee benefits		1,638.7			1,717.4			1,970.4			4,172.1			5,111.1				1,401.9			1,459.9			1,478.6			1,395.3			5,735.7				1,421.5			1,511.3			1,488.1			1,397.0			5,818.0				1,410.9			1,527.6			1,519.8			1,420.2			5,878.5			5,954.8
Operating expenses and supplies		398.1			385.5			449.8			1,011.9			1,438.4				425.8			468.4			459.7			440.9			1,794.9				441.9			470.5			470.8			449.4			1,832.6				432.4			475.5			480.9			456.8			1,845.6			1,869.6
Purchased transportation		215.1			253.7			318.2			752.8			991.2				253.3			280.6			277.8			278.8			1,090.5				251.8			268.1			292.7			291.0			1,103.7				261.7			271.0			299.0			295.9			1,127.6			1,142.3
Depreciation and amortization		77.0			79.3			87.4			171.5			250.6				73.4			74.7			64.1			61.9			274.2				59.0			65.8			65.9			62.9			253.5				61.4			66.5			67.3			63.9			259.1			262.5
Other operating expenses		132.6			132.9			151.2			302.2			406.3				131.0			105.6			105.3			118.1			460.0				116.3			121.9			122.0			128.1			488.2				109.2			123.2			124.6			130.2			487.2			493.6
Gains on property disposals, net		(0.2	)		0.4			(0.2	)		(4.5	)		(5.4	)			0.9			(3.2	)		2.4			(8.4	)		(8.4	)			2.9			0.0			0.0			0.0			2.9				0.0			0.0			0.0			0.0			0.0			0.0
Acquisition and executive severance charges		5.6			8.0			3.1			0.0			13.0				0.0			7.5			5.5			13.4			26.3				14.5			0.0			0.0			0.0			14.5				0.0			0.0			0.0			0.0			0.0			0.0

Total operating expenses		2,466.9			2,577.3			2,980.0			6,405.9			8,205.2				2,286.3			2,393.5			2,393.5			2,299.9			9,373.3				2,307.9			2,437.6			2,439.5			2,328.4			9,513.5				2,275.7			2,463.8			2,491.5			2,367.0			9,598.0			9,722.8
Consolidated operating ratio		98.5	%		98.2	%		97.1	%		94.7	%		93.9	%			96.3	%		93.3	%		93.1	%		95.5	%		94.5	%			99.1	%		96.0	%		94.3	%		95.3	%		96.1	%			96.8	%		94.8	%		94.5	%		95.5	%		95.4	%		95.6	%
Consolidated operating ratio — adjusted		98.3	%		97.9	%		96.1	%		94.7	%		93.8	%			96.1	%		93.1	%		92.8	%		95.3	%		94.3	%			98.4	%		96.0	%		94.3	%		95.3	%		95.9	%			96.8	%		94.8	%		94.5	%		95.5	%		95.4	%		95.6	%

EBITDA		115.2			126.2			176.0			533.1			786.9				161.3			247.0			241.7			169.6			819.6				79.4			167.1			213.1			177.4			637.0				136.9			202.1			213.5			174.4			726.9			714.6
% margin		4.6	%		4.8	%		5.7	%		7.9	%		9.0	%			6.8	%		9.6	%		9.4	%		7.0	%		8.3	%			3.4	%		6.6	%		8.2	%		7.3	%		6.4	%			5.8	%		7.8	%		8.1	%		7.0	%		7.2	%		7.0	%
EBITDA — adjusted		120.6			134.6			206.6			528.5			794.5				165.7			251.3			249.6			174.6			841.1				96.8			167.1			213.1			177.4			654.4				136.9			202.1			213.5			174.4			726.9			714.6
% margin		4.8	%		5.1	%		6.7	%		7.8	%		9.1	%			7.0	%		9.8	%		9.7	%		7.3	%		8.5	%			4.2	%		6.6	%		8.2	%		7.3	%		6.6	%			5.8	%		7.8	%		8.1	%		7.0	%		7.2	%		7.0	%
EBIT		38.2			46.9			88.6			361.6			536.3				87.8			172.3			177.6			107.7			545.4				20.4			101.3			147.2			114.6			383.5				75.4			135.6			146.3			110.5			467.7			452.0
% margin		1.5	%		1.8	%		2.9	%		5.3	%		6.1	%			3.7	%		6.7	%		6.9	%		4.5	%		5.5	%			0.9	%		4.0	%		5.7	%		4.7	%		3.9	%			3.2	%		5.2	%		5.5	%		4.5	%		4.6	%		4.4	%
EBIT — adjusted		43.6			55.3			119.2			357.1			544.0				92.2			176.5			185.5			112.7			566.9				37.8			101.3			147.2			114.6			400.9				75.4			135.6			146.3			110.5			467.7			452.0
% margin		1.7	%		2.1	%		3.9	%		5.3	%		6.2	%			3.9	%		6.9	%		7.2	%		4.7	%		5.7	%			1.6	%		4.0	%		5.7	%		4.7	%		4.1	%			3.2	%		5.2	%		5.5	%		4.5	%		4.6	%		4.4	%
Interest expense, net		7.2			6.4			18.9			41.9			59.9				20.5			23.1			23.0			21.1			87.8				20.0			17.1			16.9			16.3			70.3				15.6			14.7			13.9			12.6			56.8			46.3
Other expense (income), net		13.6			2.9			2.9			3.8			4.2				(0.8	)		(0.6	)		(0.7	)		(4.2	)		(6.3	)			(1.7	)		0.0			0.0			1.7			0.0				0.0			0.0			0.0			0.0			0.0			0.0
Pretax income		17.4			37.6			66.8			315.9			472.3				68.1			149.7			155.2			90.9			464.0				2.1			84.2			130.3			96.5			313.2				59.8			120.9			132.3			97.9			410.9			405.8
% margin		0.7	%		1.4	%		2.2	%		4.7	%		5.4	%			2.9	%		5.8	%		6.0	%		3.8	%		4.7	%			0.1	%		3.3	%		5.0	%		4.0	%		3.2	%			2.5	%		4.7	%		5.0	%		4.0	%		4.1	%		4.0	%
Pretax income — adjusted		28.5			46.0			97.4			311.4			482.5				72.5			154.0			163.1			95.8			485.4				19.5			84.2			130.3			96.5			330.6				59.8			120.9			132.3			97.9			410.9			405.8
% margin		1.1	%		1.8	%		3.2	%		4.6	%		5.5	%			3.1	%		6.0	%		6.3	%		4.0	%		4.9	%			0.8	%		3.3	%		5.0	%		4.0	%		3.3	%			2.5	%		4.7	%		5.0	%		4.0	%		4.1	%		4.0	%
Tax rate		39.0	%		36.2	%		39.1	%		38.1	%		39.0	%			38.1	%		38.4	%		38.3	%		44.0	%		39.4	%			39.0	%		39.0	%		39.0	%		39.0	%		39.0	%			39.0	%		39.0	%		39.0	%		39.0	%		39.0	%		39.0	%
Net income (loss) from continuing operations		10.6			24.0			40.7			195.6			288.1				42.1			92.3			95.8			50.9			281.1				1.3			51.4			79.5			58.9			191.0				36.5			73.7			80.7			59.7			250.7			247.5
Net income (loss) from continuing ops — adjusted		17.4			29.4			68.4			192.8			298.5				44.8			94.9			100.6			59.1			299.5				11.9			51.4			79.5			58.9			201.6				36.5			73.7			80.7			59.7			250.7			247.5
% margin		0.7	%		1.1	%		2.2	%		2.8	%		3.4	%			1.9	%		3.7	%		3.9	%		2.5	%		3.0	%			0.5	%		2.0	%		3.1	%		2.4	%		2.0	%			1.6	%		2.8	%		3.1	%		2.4	%		2.5	%		2.4	%
Average shares outstanding — diluted		24.7			28.4			30.7			49.2			56.9				59.1			58.4			58.4			57.9			58.3				58.6			59.0			59.0			59.0			58.9				59.0			59.0			59.0			59.0			59.0			59.0

EPS — diluted (continuing operations) — adjusted	$	0.70		$	1.03		$	2.23		$	3.92		$	5.25			$	0.76		$	1.62		$	1.72		$	1.02		$	5.13			$	0.20		$	0.87		$	1.35		$	1.00		$	3.42			$	0.62		$	1.25		$	1.37		$	1.01		$	4.25		$	4.20
% change y/y					47.0	%		115.6	%		75.8	%		33.8	%			-17.3	%		16.0	%		12.8	%		-25.4	%		-2.1	%			-73.2	%		-46.4	%		-21.8	%		-2.2	%		-33.3	%		NM				43.6	%		1.5	%		1.4	%		24.1	%		-1.3	%

EPS — diluted (continuing operations)	$	0.43		$	0.84		$	1.33		$	3.98		$	5.06			$	0.71		$	1.58		$	1.64		$	0.88		$	4.82			$	0.02		$	0.87		$	1.35		$	1.00		$	3.24			$	0.62		$	1.25		$	1.37		$	1.01		$	4.25		$	4.20
`% change y/y					96.9	%		57.1	%		199.8	%		27.3	%			-25.5	%		14.8	%		15.8	%		-32.1	%		-4.8	%			-96.9	%		-44.9	%		-17.8	%		13.5	%		-32.7	%		NM				43.6	%		1.5	%		1.4	%		31.0	%		-1.3	%


(1)		“Adjusted” numbers exclude for all periods pretax and after-tax impact of gains/losses on property disposals, acquisition charges, reorganization charges, executive severance charges and other nonrecurring items for certain periods in the footnotes below

(2)		2001 excludes $5.7mm pretax non-operating expense due to loss on equity investment in Transportation.com

(3)		1Q03 excludes estimated $4.0mm pretax cost of Yellow Transportation’s industry conference

(4)		2Q03 excludes $3.7mm pretax benefit from the completion of an insurance recovery started in 1Q03

(5)		3Q03 excludes $7.8mm of pretax costs associated with the proposed acquisition of Roadway Corp.

(6)		4Q03 excludes $2.0mm charge for a legal provision and a $17.5mm charge for conforming accounting policies, concerned primarily with adjustments for recognizing handling costs for workers’ compensation, property damage and liability claims

(7)		4Q05 excludes $2.6mm foreign exchange charge in Other Non-Operating Expenses and also excludes a one-time increase in its effective tax rate ($4.1mm increase in tax provision) due to change in accounting treatment of Roadway deferred taxes established at the acquisition date

(8)		1Q06 excludes $3.5mm pretax cost of Yellow Transportation’s Transformation ‘06 conference

(9)		4Q06 excludes estimated impairment charges of $6mm related to impairment of a customer list associated with the JHJ investment and a nonoperating investment and excludes an estimated $2mm loss on sale of subsidiary — both classified as non-operating expenses

(10)		4Q06 excludes an $0.08 increase in tax rate, adjusting net income for a normalized 38.3% tax rate

Source: Company data, First Call, and Stifel Nicolaus estimates


Transportation & Logistics		June 15, 2007

Important Disclosures and Certifications

I, John Larkin, certify that the views expressed in this research report accurately reflect my personal views about the subject securities or issuers; and I, John Larkin, certify that no part of my compensation was, is, or will be directly or indirectly related to the specific recommendation or views contained in this research report.

I, David Ross, certify that the views expressed in this research report accurately reflect my personal views about the subject securities or issuers; and I, David Ross, certify that no part of my compensation was, is, or

For a price chart with our ratings and target price changes for ODFL go to

will be directly or indirectly related to the specific recommendation or views contained in this research report.

http://sf. bluematrix.com/bluematrix/Disclosure?ticker=ODFL

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The rating and price target history for Old Dominion Freight Line, Inc. and its securities prior to December 1, 2005 on the above price chart reflects the research analyst’s views while employed at the prior owner of part of the Stifel Nicolaus Capital Markets business.

The rating and price target history for J. B. Hunt Transport Services, Inc. and its securities prior to December 1, 2005 on the above price chart reflects the research analyst’s views while employed at the prior owner of part of the Stifel Nicolaus Capital Markets business.

The rating and price target history for FedEx Corporation and its securities prior to December 1, 2005 on the above price chart reflects the research analyst’s views while employed at the prior owner of part of the Stifel Nicolaus Capital Markets business.

The rating and price target history for Norfolk Southern Corporation and its securities prior to December 1, 2005 on the above price chart reflects the research analyst’s views while employed at the prior owner of part of the Stifel Nicolaus Capital Markets business.

Old Dominion Freight Line, Inc. is a client of Stifel, Nicolaus & Company, Inc. or an affiliate or was a client of Stifel Nicolaus or an affiliate within the past 12 months.

J. B. Hunt Transport Services, Inc. is a client of Stifel, Nicolaus & Company, Inc. or an affiliate or was a client of Stifel Nicolaus or an affiliate within the past 12 months.

FedEx Corporation is a client of Stifel, Nicolaus & Company, Inc. or an affiliate or was a client of Stifel Nicolaus or an affiliate within the past 12 months.

Norfolk Southern Corporation is a client of Stifel, Nicolaus & Company, Inc. or an affiliate or was a client of Stifel Nicolaus or an affiliate within the past 12 months.

FedEx Corporation is provided with non-investment banking, securities related services by Stifel, Nicolaus & Company, Inc. or an affiliate or was provided with non-investment banking, securities related services by Stifel Nicolaus or an affiliate within the past 12 months.

Norfolk Southern Corporation is provided with non-investment banking, securities related services by Stifel, Nicolaus & Company, Inc. or an affiliate or was provided with non-investment banking, securities related services by Stifel Nicolaus or an affiliate within the past 12 months.

Stifel, Nicolaus & Company, Inc. or an affiliate expects to receive or intends to seek compensation for investment banking services from Old Dominion Freight Line, Inc. in the next 3 months.

Stifel, Nicolaus & Company, Inc. or an affiliate expects to receive or intends to seek compensation for investment banking services from J. B. Hunt Transport Services, Inc. in the next 3 months.

Stifel, Nicolaus & Company, Inc. or an affiliate expects to receive or intends to seek compensation for investment banking services from FedEx Corporation in the next 3 months.

Stifel, Nicolaus & Company, Inc. or an affiliate expects to receive or intends to seek compensation for investment banking services from Norfolk Southern Corporation in the next 3 months.

Stifel, Nicolaus & Company, Inc. or an affiliate has received compensation for non-investment banking, securities related services from FedEx Corporation in the past 12 months.

Stifel, Nicolaus & Company, Inc. or an affiliate has received compensation for non-investment banking, securities related services from Norfolk Southern Corporation in the past 12 months.

Stifel, Nicolaus & Company, Inc. or an affiliate makes a market in the securities of Old Dominion Freight Line, Inc. Stifel, Nicolaus & Company, Inc. or an affiliate makes a market in the securities of J. B. Hunt Transport Services, Inc.

The research analyst or a member of the research analyst’s household has a long position in the common stock of Old Dominion Freight Line, Inc.

Stifel, Nicolaus & Company, Inc.’s research analysts receive compensation that is based upon (among other factors) Stifel Nicolaus’ overall investment banking revenues.

Our investment rating system is three tiered, defined as follows:

BUY -We expect this stock to outperform the S&P 500 by more than 10% over the next 12 months. For higher-yielding equities such as REITs and Utilities, we expect a total return in excess of 12% over the next 12 months.

HOLD -We expect this stock to perform within 10% (plus or minus) of the S&P 500 over the next 12 months. A Hold rating is also used for those higher-yielding securities where we are comfortable with the safety of the dividend, but believe that upside in the share price is limited.

SELL -We expect this stock to underperform the S&P 500 by more than 10% over the next 12 months and believe the stock could decline in value.

Of the securities we rate, 41% are rated Buy, 56% are rated Hold, and 3% are rated Sell.

Within the last 12 months, Stifel, Nicolaus & Company, Inc. or an affiliate has provided investment banking services for 16%, 11% and 13% of the companies whose shares are rated Buy, Hold and Sell, respectively.

Additional Disclosures

Old Dominion Freight Line, Inc. is a Stifel Nicolaus Select List compelling idea.

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Light Street Baltimore, MD 21202

Appendix D

Criteria and Selection of Public
Transportation Comparable Companies —
Asset-Based Truckload Sector


§	Celadon	We included Celadon as a comparable company, due to its $388 million equity market capitalization and $453 million total enterprise value, as well as its dry van focus.

§	Covenant	We included Covenant as a comparable company, due to its $158 million equity market capitalization and $318 million total enterprise value, as well as its dry van focus.

§	Frozen Food Express	We excluded Frozen Food Express as a comparable company, due to its refrigerated truckload and less-than-truckload focus.

§	Heartland Express	We excluded Heartland Express as a comparable company, due to its more than $1.6 billion equity market capitalization and $1.2 billion total enterprise value, debt-free balance sheet and cash position, and sub-80 operating ratio.

§	J.B. Hunt Transport Services	We excluded J.B. Hunt Transport Services as a comparable company, due to its more than $4.4 billion equity market capitalization and $4.7 billion total enterprise value, strong balance sheet as evidenced by its investment grade bond rating, and its sub-90 operating ratio.

§	Knight Transportation	We excluded Knight Transportation as a comparable company, due to its more than $1.7 billion equity market capitalization and its $1.7 billion total enterprise value, its nearly debt-free balance sheet, and its sub-85 operating ratio.

§	Marten Transport	We excluded Marten Transport as a comparable company due to its refrigerated truckload focus.

§	P.A.M. Transportation Services	We included P.A.M. Transportation Services as a comparable company due to its $200 million equity market capitalization and $240 million total enterprise value, as well as its dry van focus.

§	Patriot Transportation	We excluded Patriot Transportation as a comparable company due to the effect of its real estate business influencing its reported results, as well as the bulk tank truck and flat bed focus in its truckload operations.

§	USA Truck	We included USA Truck as a comparable company, due to its $186 million equity market capitalization and $279 total enterprise value, as well as its dry van focus.

§	Werner Enterprises	We excluded Werner Enterprises as a comparable company, due to its $1.5 billion equity market capitalization and $1.6 billion total enterprise value, its strong balance sheet, and its low-90’s operating ratio.

Appendix E

Going Private Transactions Analysis

($ in millions)


				Premium to
Announcement	Completion			1 Day			1 Month			Market		Enterprise		LTM		LTM
Date	Date	Target	Acquiror	Prior			Prior			Value		Value		Revenue		EBITDA
04/02/07	05/24/07	Tribune Co.	Sam Zell		5.9	%		13.2	%	$	7,712.7	$	12,941.4	$	5,462.8	$	1,409.4
03/20/07	05/29/07	Claire’s Stores Inc.	Apollo Management, L.P.		7.3	%		6.5	%	$	2,862.6	$	2,750.5	$	1,481.0	$	322.4
03/05/07	04/12/07	SafeNet Inc.	Vector Capital		1.6	%		13.1	%	$	737.0	$	549.6	$	295.2	$	27.7
02/23/07	04/13/07	Bairnco Corp.	Steel Partners LLC		36.0	%		23.6	%	$	71.3	$	120.9	$	178.8	$	13.9
02/20/07	05/31/07	Smart & Final Inc.	Apollo Management, L.P.		15.4	%		16.7	%	$	606.1	$	805.5	$	2,104.5	$	82.8
02/20/07	05/21/07	Central Parking Corp.	Investor Group		10.7	%		16.6	%	$	656.4	$	871.5	$	1,118.7	$	74.1
02/12/07	03/28/07	Mills Corp.	Investor Group		14.0	%		27.2	%	$	1,260.1	$	9,336.4	$	924.4	$	405.9
02/06/07	05/23/07	Wellco Enterprises Inc.	Golden Gate Capital, Integrity Brands		30.2	%		21.4	%	$	13.7	$	21.0	$	36.3	$	1.9
02/02/07	04/20/07	Longview Fibre Co.	Brookfield Asset Management Inc.		19.0	%		11.2	%	$	1,367.8	$	2,144.9	$	950.7	$	121.0
01/28/07	04/02/07	Synagro Technologies Inc.	The Carlyle Group		28.6	%		27.4	%	$	348.1	$	750.1	$	345.8	$	61.0
01/15/07	05/04/07	USI Holdings Corp.	Goldman Sachs Group, Merchant Banking		9.3	%		8.1	%	$	908.2	$	1,373.4	$	551.6	$	104.9
01/09/07	03/30/07	International Aluminum Corp.	Genstar Capital, LLC		8.5	%		11.6	%	$	210.3	$	212.0	$	303.6	$	37.1
01/08/07	03/28/07	Strategic Distribution Inc.	Platinum Equity, LLC		(2.1	%)		(9.1	%)	$	30.2	$	8.0	$	156.9	-$	1.0
01/07/07	04/19/07	United Surgical Partners Int’l Inc.	Welsh, Carson, Anderson & Stowe		13.4	%		15.2	%	$	1,222.0	$	1,912.0	$	578.8	$	206.3
12/22/06	04/20/07	ADESA Inc.	Investor Group		9.7	%		5.1	%	$	2,284.5	$	2,772.2	$	1,073.0	$	274.4
12/22/06	04/16/07	CPAC Inc.	Buckingham Capital Partners		9.1	%		13.8	%	$	39.2	$	45.5	$	93.0	$	5.8
12/18/06	02/23/07	Farrel Corp.	Management, Private Investors		92.3	%		100.7	%	$	8.8	$	5.6	$	66.0	$	6.1
12/15/06	04/10/07	Realogy Corporation	Apollo Management, L.P.		15.4	%		13.9	%	$	5,571.6	$	7,981.9	$	6,677.0	$	918.0
12/15/06	04/12/07	MacDermid Inc.	Investor Group		22.8	%		29.5	%	$	879.1	$	1,306.9	$	804.2	$	130.1
12/12/06	03/30/07	Sabre Holdings Corp.	Silver Lake, TPG		7.6	%		19.9	%	$	4,028.2	$	4,996.9	$	2,789.3	$	412.9
12/04/06	03/30/07	Direct General Corp.	Calera Capital, TPG		30.8	%		42.0	%	$	330.7	$	559.5	$	519.5	$	70.4
11/22/06	01/31/07	Hometown Auto Retailers Inc.	The Shaker and Muller Families		57.4	%		53.1	%	$	11.8	$	45.7	$	208.7	$	16.4
11/19/06	02/09/07	Equity Office Properties Trust	Blackstone Real Estate Advisors		24.1	%		33.2	%	$	15,718.5	$	36,770.8	$	3,267.9	$	1,888.9
11/18/06	04/10/07	Netsmart Technologies Inc.	Investor Group		12.3	%		25.3	%	$	96.3	$	109.1	$	57.8	$	9.1
11/16/06	03/02/07	Reader’s Digest Association Inc.	Investor Group		9.6	%		25.8	%	$	1,473.2	$	2,376.4	$	2,386.9	$	185.8
11/14/06	02/14/07	RailAmerica Inc.	Fortress Investment Group		32.5	%		30.4	%	$	484.8	$	1,052.1	$	462.5	$	90.4
11/13/06	02/28/07	Valley National Gases Inc.	Caxton-Iseman Capital, Inc.		(6.1	%)		(10.0	%)	$	259.9	$	325.1	$	219.5	$	41.3
11/06/06	05/10/07	Swift Transportation Co., Inc.	Saint Corporation (Jerry Moyes)		31.2	%		22.6	%	$	2,411.2	$	2,743.3	$	3,172.8	$	493.7
11/05/06	03/01/07	Columbia Equity Trust Inc.	J.P. Morgan Asset Management		15.3	%		14.8	%	$	234.4	$	429.5	$	28.0	$	15.2
10/31/06	02/14/07	Seitel Inc.	ValueAct Capital, LLC		7.9	%		0.1	%	$	532.8	$	666.8	$	180.5	$	147.2
10/24/06	02/06/07	Yankee Candle Co. Inc.	Madison Dearborn Partners, LLC		20.8	%		20.3	%	$	1,143.8	$	1,682.1	$	646.7	$	169.8
10/19/06	01/23/07	Applica Inc.	Investor Group		82.7	%		89.3	%	$	111.7	$	364.4	$	545.3	$	16.4
10/14/06	01/23/07	Open Solutions Inc.	Investor Group		25.5	%		33.6	%	$	625.3	$	1,283.4	$	340.9	$	84.1
10/11/06	02/07/07	Jacuzzi Brands Inc.	Apollo Management, L.P.		20.8	%		22.2	%	$	803.7	$	1,235.5	$	1,202.4	$	135.0
09/26/06	10/31/06	Collins Industries, Inc.	Investor Group		29.5	%		8.8	%	$	61.2	$	106.0	$	305.5	$	20.1
09/20/06	03/07/07	Vitria Technology Inc.	Management		(1.1	%)		2.1	%	$	95.4	$	40.3	$	46.7	-$	10.8
09/15/06	12/01/06	Freescale Semiconductor Inc.	Investor Group		6.5	%		37.0	%	$	15,241.1	$	16,960.5	$	6,054.0	$	1,555.0
09/12/06	12/21/06	Metrologic Instruments Inc.	Investor Group		4.7	%		24.3	%	$	400.9	$	383.9	$	237.8	$	42.3
09/07/06	10/23/06	Bio-Lok International Inc.	HealthPoint, LLC.		22.9	%		19.4	%	$	26.8	$	36.5	$	8.8	-$	1.0
08/31/06	11/29/06	Intergraph Corp.	Hellman & Friedman, LLC, JMI Equity, TPG		18.0	%		23.8	%	$	1,097.6	$	1,083.2	$	586.8	$	83.9
08/29/06	01/29/07	Rotonics Manufacturing Inc.	Spell Capital Partners, L.L.C.		18.6	%		10.7	%	$	29.8	$	37.2	$	48.1	$	5.8
08/28/06	05/30/07	Kinder Morgan Inc.	Investor Group		27.4	%		22.0	%	$	11,279.6	$	30,132.2	$	7,227.0	$	2,039.1
08/20/06	11/29/06	Glenborough Realty Trust Inc.	Morgan Stanley Real Estate Fund, Inc.		18.3	%		28.5	%	$	774.9	$	1,801.8	$	198.8	$	124.3
08/18/06	12/13/06	Lone Star Steakhouse & Saloon Inc.	Lone Star Funds		16.1	%		13.9	%	$	501.5	$	563.8	$	676.1	$	44.9
08/08/06	01/26/07	Aramark Corporation	Investor Group		75.6	%		67.1	%	$	5,077.3	$	8,038.2	$	11,329.4	$	943.8

Going Private Transactions Analysis

($ in millions)


				Premium to
Announcement	Completion			1 Day			1 Month			Market		Enterprise		LTM		LTM
Date	Date	Target	Acquiror	Prior			Prior			Value		Value		Revenue		EBITDA
08/08/06	10/20/06	Zomax, Inc.	Comvest Investment Partners		44.1	%		32.3	%	$	47.1	$	27.7	$	151.5	-$	10.4
08/07/06	12/19/06	Aleris International Inc.	TPG		27.3	%		17.3	%	$	1,293.2	$	2,321.1	$	3,040.8	$	323.0
07/24/06	10/04/06	WatchGuard Technologies Inc.	Investor Group		16.4	%		(8.0	%)	$	125.8	$	80.0	$	73.3	-$	6.8
07/24/06	11/17/06	HCA Inc.	Investor Group		6.5	%		19.3	%	$	19,533.9	$	33,090.5	$	24,978.0	$	4,091.0
07/21/06	11/15/06	NCO Group Inc.	One Equity Partners LLC		42.1	%		37.6	%	$	625.5	$	1,263.2	$	1,103.7	$	151.2
07/19/06	11/29/06	Excelligence Learning Corp.	Thoma Cressey Bravo		60.5	%		38.9	%	$	73.3	$	120.0	$	138.2	$	9.0
07/13/06	10/26/06	Petco Animal Supplies Inc.	Leonard Green & Partners, L.P., TPG		48.1	%		52.3	%	$	1,119.2	$	1,795.1	$	2,037.5	$	218.6
06/30/06	11/03/06	ReAble Therapeutics, Inc.	The Blackstone Group		34.8	%		29.5	%	$	345.1	$	797.7	$	310.3	$	60.5
06/30/06	10/31/06	Michaels Stores Inc.	Investor Group		15.8	%		14.7	%	$	5,021.2	$	5,605.4	$	3,687.8	$	488.0
06/26/06	03/29/07	Univision Communications Inc.	Investor Group		41.7	%		29.4	%	$	10,067.5	$	13,640.2	$	1,969.3	$	683.0
06/21/06	08/31/06	Concorde Career Colleges Inc.	Liberty Partners		34.2	%		22.2	%	$	80.9	$	98.7	$	90.9	$	8.1
06/07/06	01/31/07	Warrantech Corp.	H.I.G. Capital		50.0	%		32.0	%	$	7.7	$	8.9	$	121.7	-$	1.4
06/06/06	10/05/06	ACE Cash Express, Inc.	JLL Partners		15.4	%		10.5	%	$	364.7	$	372.9	$	293.0	$	60.4
05/31/06	10/24/06	West Corporation	Investor Group		5.4	%		46.3	%	$	3,041.3	$	3,577.2	$	1,589.1	$	395.8
05/24/06	07/21/06	NES Rentals Holdings Inc.	Diamond Castle Holdings, LLC		(1.3	%)		18.8	%	$	361.6	$	777.6	$	601.7	$	157.6
05/22/06	07/27/06	Jameson Inns Inc.	JER Partners L.L.C.		29.7	%		18.8	%	$	130.5	$	366.6	$	93.7	$	30.1
05/02/06	09/27/06	Marsh Supermarkets Inc.	Sun Capital Partners, Inc.		5.1	%		30.3	%	$	83.8	$	295.7	$	1,683.8	$	33.3
04/25/06	06/27/06	PrecisionIR Group	SV Investment Partners		0.7	%		2.9	%	$	45.1	$	41.5	$	31.8	$	3.4
04/14/06	10/10/06	MPW Industrial Services Group Inc.	Monte Black and Family		32.1	%		14.3	%	$	20.7	$	42.6	$	102.6	$	10.4
04/06/06	08/15/06	724 Solutions Inc.	Austin Ventures, L.P.		(7.0	%)		(9.2	%)	$	21.7	$	19.2	$	18.3	-$	3.5
03/22/06	08/25/06	Morton Industrial Group Inc.	Brazos Private Equity Partners, LLC		63.9	%		63.9	%	$	30.4	$	103.0	$	196.3	$	18.8
03/20/06	07/26/06	Outlook Group Corp.	Milestone Partners		18.2	%		28.6	%	$	38.8	$	55.3	$	85.2	$	8.1
03/17/06	06/01/06	Bayou Steel Corp.	Black Diamond Capital Management		74.0	%		74.0	%	$	90.0	$	173.6	$	275.9	$	34.8
03/07/06	07/12/06	Sourcecorp Inc.	Apollo Management, L.P.		(2.5	%)		25.6	%	$	399.6	$	444.8	$	415.9	$	61.7
03/05/06	07/13/06	CarrAmerica Realty Corp.	Blackstone Real Estate Advisors		8.9	%		21.1	%	$	2,416.9	$	4,828.8	$	476.2	$	294.7
03/03/06	06/01/06	Education Management Corp.	Investor Group		15.9	%		40.4	%	$	2,798.4	$	3,167.5	$	1,095.5	$	258.0
02/28/06	02/28/06	Transport Corporation of America	Goldner Hawn Johsnon & Morrison Inc.		25.0	%		30.0	%	$	68.0	$	113.4	$	253.9	$	29.0
02/20/06	06/12/06	Thomas Nelson Inc.	InterMedia Advisors, LLP		29.2	%		19.2	%	$	370.1	$	459.1	$	247.5	$	34.8
02/20/06	05/02/06	Meristar Hospitality Corp.	Blackstone Real Estate Advisors		5.2	%		10.0	%	$	869.5	$	2,507.5	$	734.8	$	177.8
02/16/06	06/20/06	Checkers Drive In Restaurants, Inc.	Wellspring Capital Management, L.L.C.		0.7	%		14.6	%	$	170.8	$	194.2	$	187.2	$	25.1
02/09/06	07/28/06	Knape & Vogt Manufacturing Co.	Wind Point Partners		18.8	%		33.8	%	$	72.2	$	100.8	$	163.2	$	15.3
02/01/06	06/08/06	Whitehall Jewellers, Inc.	Investor Group		8.8	%		1.3	%	$	20.5	$	119.7	$	319.6	-$	33.0
02/01/06	02/24/06	Fox & Hound Restaurant Group	Investor Group		23.3	%		25.3	%	$	132.6	$	170.3	$	164.7	$	22.1
01/31/06	05/30/06	Stratford American Corp.	Management		12.5	%		0.7	%	$	8.9	$	3.7	$	1.7	$	0.7
01/30/06	11/27/06	Central Freight Lines Inc.	Green Acquisition Company		6.1	%		(1.3	%)	$	38.6	$	101.9	$	368.7	-$	7.5
01/22/06	05/03/06	Sports Authority Inc.	Leonard Green & Partners, L.P.		20.0	%		20.8	%	$	819.8	$	1,396.2	$	2,482.0	$	171.5
01/18/06	04/13/06	Burlington Coat Factory Corp.	Bain Capital, LLC		2.1	%		43.2	%	$	1,995.8	$	1,864.9	$	3,351.4	$	273.4
12/27/05	05/10/06	iPayment Inc.	Management/Founder		37.9	%		4.9	%	$	531.7	$	918.8	$	621.1	$	92.1
12/08/05	03/08/06	Dave & Buster’s Inc.	Wellspring Capital Management, L.L.C.		18.1	%		21.1	%	$	217.3	$	370.9	$	453.6	$	60.6
12/01/05	07/19/06	Foodarama Supermarkets Inc.	Management/Founder		43.2	%		35.9	%	$	36.6	$	294.0	$	1,215.5	$	42.2
11/11/05	03/10/06	Serena Software, Inc.	Silver Lake		1.5	%		23.2	%	$	972.9	$	1,105.0	$	251.4	$	90.3
11/08/05	02/15/06	Linens Holding Co.	Investor Group		6.1	%		26.1	%	$	1,195.7	$	1,263.1	$	2,649.3	$	149.9
11/07/05	03/14/06	Extensity Inc.	Golden Gate Capital		26.2	%		21.4	%	$	763.8	$	743.5	$	443.4	$	90.5
11/04/05	05/11/06	Cap Rock Energy Corp.	Lindsay Goldberg & Bessemer		62.9	%		44.6	%	$	22.1	$	155.5	$	83.4	$	18.0
10/27/05	12/27/05	Goody’s Family Clothing Inc.	Investor Group		13.9	%		7.3	%	$	279.1	$	235.2	$	1,253.9	$	24.2
10/18/05	12/28/05	ShopKo Stores Inc.	Investor Group		14.1	%		18.6	%	$	769.2	$	1,167.6	$	3,068.5	$	195.6
09/21/05	02/10/06	CCC Information Services Group	Investcorp Bank BSC, Private Equity		2.6	%		25.5	%	$	428.0	$	634.5	$	200.0	$	56.7

Going Private Transactions Analysis

($ in millions)


				Premium to
Announcement	Completion			1 Day			1 Month			Market		Enterprise		LTM		LTM
Date	Date	Target	Acquiror	Prior			Prior			Value		Value		Revenue		EBITDA
09/15/05	04/05/06	HealthMarkets, Inc.	Investor Group		19.1	%		15.0	%	$	1,433.4	$	1,882.9	$	2,132.2	$	325.0
08/09/05	11/07/05	Register.com, Inc.	Vector Capital		2.1	%		8.0	%	$	185.5	$	118.4	$	100.6	$	9.1
08/02/05	10/17/05	Chart Industries Inc.	First Reserve Corporation		9.7	%		58.8	%	$	566.9	$	459.6	$	347.0	$	55.6
07/29/05	12/16/05	Insight Communications Co. Inc.	The Carlyle Group		21.4	%		14.1	%	$	575.0	$	3,618.5	$	1,061.7	$	454.5
07/28/05	11/23/05	SS&C Technologies Inc.	The Carlyle Group		12.9	%		26.7	%	$	759.0	$	982.9	$	120.3	$	42.7
07/25/05	09/13/05	National Vision Inc.	Berkshire Partners, LLC		46.5	%		43.3	%	$	27.0	$	104.0	$	233.8	$	31.5
06/15/05	09/16/05	John Q. Hammons Hotels Inc.	JQH Acquisition		12.3	%		21.4	%	$	118.3	$	836.0	$	432.9	$	122.4
06/14/05	08/16/05	Wyndham International Inc.	Blackstone Real Estate Advisors		18.6	%		1.0	%	$	193.5	$	3,254.4	$	969.6	$	226.9
06/07/05	09/30/05	Gables Residential Trust	ING Clarion Partners		14.1	%		36.6	%	$	1,115.3	$	2,491.7	$	225.6	$	115.0
05/18/05	11/30/05	Metals USA Holdings Corp	Apollo Management, L.P.		58.4	%		11.5	%	$	281.7	$	803.1	$	1,618.2	$	175.5
05/16/05	09/30/05	Vermont Teddy Bear Co. Inc.	The Mustang Group LLC		21.5	%		35.0	%	$	27.0	$	35.3	$	65.2	$	6.1
05/01/05	10/06/05	Neiman-Marcus Group Inc.	TPG, Warburg Pincus LLC		1.7	%		9.3	%	$	4,812.2	$	5,008.4	$	3,755.0	$	527.1
04/28/05	09/22/05	Worldwide Restaurant Concepts	Pacific Equity Partners		46.5	%		48.0	%	$	145.7	$	240.2	$	359.5	$	26.4
04/23/05	07/13/05	DoubleClick Inc.	Hellman & Friedman, LLC, JMI Equity		(0.8	%)		12.1	%	$	1,080.2	$	821.2	$	309.9	$	50.5
04/17/05	08/01/05	Electrograph Systems, Inc.	Caxton-Iseman Capital, Inc.		35.9	%		11.3	%	$	39.8	$	48.5	$	168.7	$	4.5
04/15/05	10/04/05	Brookstone Inc.	Investor Group		28.2	%		37.3	%	$	317.4	$	391.2	$	501.7	$	47.3
03/28/05	10/07/05	Vialta Inc.	Management/Chairman		60.0	%		50.0	%	$	18.7	$	11.5	$	12.8	-$	2.7
03/27/05	08/11/05	SunGard Data Systems Inc.	Investor Group		14.1	%		39.8	%	$	9,106.1	$	10,861.2	$	3,555.9	$	1,046.6
03/21/05	05/24/05	HIT Entertainment Limited	Apax Partners Worldwide LLP		3.6	%		21.9	%	$	878.8	$	959.9	$	238.1	$	56.1
03/17/05	07/21/05	Toys “R” Us Inc.	Investor Group		16.1	%		21.2	%	$	4,957.1	$	6,192.8	$	11,100.0	$	662.0
02/22/05	05/26/05	Insurance Auto Auctions Inc.	Kelso & Company, Parthenon Capital		24.5	%		22.1	%	$	262.1	$	371.2	$	240.2	$	34.2
02/17/05	07/01/05	Prime Group Realty Trust	The Lightstone Group LLC		24.5	%		6.4	%	$	155.8	$	569.1	$	101.7	$	39.7
01/17/05	05/25/05	Penn Engineering & Manufacturing	Tinicum Capital Partners		20.4	%		21.2	%	$	324.4	$	332.4	$	240.9	$	37.2
12/20/04	03/11/05	Elmer’s Restaurants Inc.	ERI Acquisition Corp.		0.6	%		0.6	%	$	13.8	$	16.5	$	33.2	$	2.8
11/16/04	02/25/05	Western Standard Corp.	Snow King Interests LLC		45.3	%		0.1	%	$	1.0	$	13.3	$	10.4	$	0.1
11/10/04	04/13/05	Quality Dining Inc.	QDI Merger Corp.		3.9	%		2.7	%	$	35.7	$	129.6	$	232.1	$	25.0
10/20/04	12/10/04	Boca Resorts Inc.	The Blackstone Group		28.8	%		18.5	%	$	754.9	$	1,134.1	$	315.1	$	91.8
10/18/04	02/24/05	Select Medical Corp.	Investor Group		26.6	%		39.4	%	$	1,441.4	$	1,975.9	$	1,647.1	$	260.4
09/13/04	10/21/04	Rag Shops Inc.	Sun Capital Partners, Inc.		23.2	%		37.4	%	$	16.8	$	22.2	$	116.9	-$	0.4
08/29/04	02/04/05	LNR Property Corporation	Investor Group		6.8	%		16.2	%	$	1,760.8	$	3,674.9	$	184.3	$	74.9
08/18/04	10/08/04	Prime Hospitality Corp.	Blackstone Real Estate Advisors		44.6	%		10.1	%	$	377.8	$	756.9	$	433.4	$	61.2
08/12/04	03/17/05	BCM Corp.	BCM Acquisition Corp.		11.1	%		25.0	%	$	0.7	$	2.1	$	5.0	$	0.2
07/01/04	01/27/05	Del Laboratories Inc.	Kelso & Company		12.8	%		29.2	%	$	302.1	$	460.6	$	380.6	$	37.9
06/28/04	09/08/04	Catalyst International Inc.	Comvest Investment Partners		78.6	%		78.6	%	$	11.0	$	21.6	$	33.6	$	0.7
04/22/04	10/13/04	Loehmanns Holdings Inc.	Investor Group		8.5	%		15.1	%	$	142.7	$	178.9	$	366.4	$	24.5
04/20/04	07/26/04	Golden State Vintners Inc.	Management/Founder		3.4	%		7.9	%	$	75.9	$	105.5	$	88.9	$	15.7
03/29/04	06/08/04	Gradco Systems Inc.	Gradco Holdings LLC		2.6	%		2.9	%	$	2.2	$	1.9	$	17.2	-$	1.9
03/20/04	08/20/04	US Oncology Inc.	Welsh, Carson, Anderson & Stowe		21.2	%		15.5	%	$	1,083.1	$	1,676.0	$	1,965.7	$	210.2
03/05/04	05/11/04	HVM L.L.C.	The Blackstone Group		24.6	%		28.6	%	$	1,529.3	$	3,027.0	$	549.7	$	224.9
03/02/04	07/09/04	Integrity Media Inc.	Key Principal Partners, LLC		4.1	%		5.0	%	$	35.2	$	26.9	$	74.3	$	9.0
02/27/04	04/01/04	Guilford Mills Inc.	Cerberus Capital Management, L.P.		(15.2	%)		8.6	%	$	123.2	$	223.2	$	448.9	$	45.2
02/20/04	07/15/04	Trover Solutions Inc.	Tailwind Management LP		0.0	%		0.0	%	$	59.3	$	56.2	$	65.8	$	14.1
01/26/04	07/02/04	Uni-Marts Inc.	Management		20.3	%		36.4	%	$	13.5	$	89.3	$	304.9	$	6.9
01/22/04	03/03/04	T-NETIX, Inc.	Investor Group		21.8	%		23.6	%	$	63.2	$	80.2	$	121.0	$	14.1
12/31/03	05/18/04	Gundle/SLT Environmental Inc.	Code Hennessy & Simmons, L.L.C.		(13.0	%)		19.4	%	$	245.1	$	204.0	$	274.6	$	38.8
12/31/03	09/13/04	Boyd Bros. Transportation Inc.	BBT Acquisition Corporation		51.0	%		66.3	%	$	27.4	$	55.3	$	139.6	$	13.4
12/23/03	07/30/04	Duane Reade Holdings, Inc.	Oak Hill Capital Partners		8.4	%		13.6	%	$	365.9	$	685.9	$	1,399.8	$	70.4

Going Private Transactions Analysis

($ in millions)


				Premium to
Announcement	Completion			1 Day			1 Month			Market		Enterprise		LTM		LTM
Date	Date	Target	Acquiror	Prior			Prior			Value		Value		Revenue		EBITDA
11/05/03	01/01/04	OAO Technology Solutions, Inc.	Investor Group		10.9	%		2.8	%	$	49.7	$	3.4	$	183.3	$	9.7
10/31/03	01/29/04	Thomas Kinkade Company	Management/Founder		68.8	%		88.7	%	$	31.4	$	30.6	$	73.8	-$	1.2
09/29/03	03/10/04	Garden Fresh Restaurant Corp.	Investor Group		50.1	%		64.0	%	$	63.1	$	134.6	$	217.5	$	26.8
09/22/03	01/29/04	United States Exploration Inc.	Investor Group		0.7	%		2.2	%	$	52.5	$	55.3	$	13.8	$	8.5
09/07/03	11/21/03	Information Resources Inc.	Investor Group		(18.7	%)		(17.5	%)	$	122.5	$	101.5	$	561.9	$	34.0
08/13/03	11/05/03	Wolohan Lumber Co.	Management/Founder		31.3	%		29.0	%	$	40.3	$	42.9	$	184.7	$	8.9
07/21/03	11/12/03	ADS Financial Services Solutions	General Atlantic LLC		6.6	%		1.6	%	$	40.1	$	7.1	$	19.0	$	1.4
07/13/03	11/14/03	Edison Schools Inc.	Liberty Partners		12.8	%		17.3	%	$	82.5	$	140.8	$	425.6	$	24.5
06/12/03	10/10/03	Seven Worldwide, Inc.	Kohlberg & Company, L.L.C.		70.0	%		21.4	%	$	4.6	$	250.8	$	423.1	$	40.5
06/05/03	08/08/03	Made2Manage Systems, Inc.	Battery Ventures		35.7	%		40.1	%	$	20.8	$	11.7	$	30.1	$	0.4
05/30/03	09/30/03	Saba Enterprises, Inc.	Randeep Grewal, Chairman		6.3	%		60.3	%	$	29.1	$	89.3	$	32.3	$	5.6
05/29/03	12/05/03	BCT International Inc.	Phoenix Group of Florida, Inc.		117.4	%		104.1	%	$	5.4	$	5.0	$	19.1	$	0.8
05/12/03	10/30/03	Dwyer Group Inc., The	Investor Group		58.8	%		43.6	%	$	30.0	$	48.8	$	25.5	$	5.7
05/02/03	08/28/03	IGN Entertainment, Inc.	Great Hill Partners, LLC		30.9	%		69.0	%	$	20.5	$	23.8	$	12.4	-$	2.1
04/21/03	09/24/03	Varsity Brands, Inc.	Investor Group		46.0	%		40.1	%	$	43.2	$	130.9	$	161.4	$	20.7
04/10/03	09/25/03	Quintiles Transnational Corp.	Pharma Services Holding, Inc.		18.9	%		20.8	%	$	1,439.8	$	1,021.4	$	2,010.7	$	222.0
02/13/03	06/19/03	Successories, Inc.	S.I. Acquisition LLC		76.5	%		114.3	%	$	1.7	$	2.9	$	32.1	-$	0.4
01/20/03	04/04/03	Houghton Mifflin Riverdeep Group	Alchemy Partners LLP, MSD Capital, L.P.		23.0	%		13.2	%	$	294.9	$	371.7	$	216.3	$	41.7
12/13/02	09/29/03	Seminis Inc.	Investor Group		33.3	%		41.7	%	$	161.8	$	538.2	$	452.6	$	90.4
11/08/02	01/21/03	Prophet 21, Inc.	LLR Partners Inc., Thoma Cressey Bravo		25.4	%		40.0	%	$	50.1	$	43.3	$	42.6	$	6.5
10/11/02	02/28/03	Landair Corporation	Management		25.0	%		26.9	%	$	96.8	$	100.0	$	102.5	$	18.9
09/30/02	02/07/03	BWAY Corporation	Kelso & Company		44.4	%		29.5	%	$	120.6	$	276.1	$	527.6	$	57.3
09/19/02	03/17/03	Viador Inc.	Management		50.0	%		7.1	%	$	1.7	$	1.2	$	5.3	-$	4.3
09/06/02	12/31/02	Disc Graphics, Inc.	Main Street Resources, Paxar Corp.		73.3	%		65.5	%	$	5.8	$	21.7	$	49.5	$	4.9
03/16/02	04/19/02	Associated Materials Inc.	Investor Group		(1.2	%)		33.3	%	$	342.8	$	384.8	$	595.8	$	61.4
02/12/02	05/31/02	Deltek, Inc	Management/Founder		27.1	%		49.0	%	$	86.0	$	80.0	$	92.8	$	13.7
01/28/02	05/14/02	Jenny Craig, Inc.	ACI Capital Co., LLC, DB Capital Partners		68.3	%		72.6	%	$	65.2	$	64.8	$	299.3	$	12.1
01/24/02	04/10/02	Shoney’s, Inc.	Lone Star Funds		4.4	%		28.6	%	$	17.8	$	267.0	$	665.5	$	52.0
10/05/01	01/24/02	Blimpie International, Inc.	HillStreet Capital Inc.		87.9	%		62.8	%	$	13.7	$	16.2	$	30.1	$	1.2
09/09/01	02/11/02	American Coin Merchandising Inc.	Investor Group		42.6	%		40.5	%	$	38.9	$	121.4	$	136.8	$	24.3
06/29/01	10/17/01	Insight Health Services Corp.	Investor Group		6.3	%		5.7	%	$	51.0	$	472.6	$	200.3	$	73.0
06/02/01	11/13/01	Cobalt Group, Inc.	Warburg Pincus LLC		(3.1	%)		(11.3	%)	$	39.6	$	29.9	$	44.9	-$	16.5
05/04/01	11/14/01	Specialty Catalog Corp.	Golub Capital		(28.3	%)		(2.5	%)	$	14.8	$	19.3	$	61.4	$	5.4
04/30/01	08/29/01	STV Group, Incorporated	STV Employee Stock Ownership Plan		(25.0	%)		(22.3	%)	$	22.1	$	15.5	$	118.9	$	9.6
04/27/01	10/01/01	Frontier Adjusters of America, Inc.	Merrymeeting, Inc.		17.1	%		21.6	%	$	12.1	$	10.0	$	6.2	$	2.8
03/12/01	06/04/01	Weston Solutions, Inc.	American Capital Strategies, Ltd.		45.1	%		42.1	%	$	44.0	$	64.7	$	270.3	$	10.6
03/09/01	03/28/02	Ellett Brothers, Inc.	Private Investors		28.0	%		46.3	%	$	10.9	$	65.4	$	157.3	$	4.8
02/24/01	07/20/01	CB Richard Ellis Services, Inc.	Investor Group		15.1	%		5.4	%	$	286.1	$	665.3	$	1,323.6	$	150.5
02/02/01	04/11/01	CMC Electronics Inc.	ONCAP, Onex Corporation		6.1	%		9.5	%	$	362.9	$	234.6	$	215.7	$	33.8
01/25/01	04/30/01	Kenan Transport Company	Kenan Advantage Group Inc.		32.0	%		46.6	%	$	84.7	$	86.7	$	157.6	$	21.2
12/21/00	04/10/01	Michael Foods Inc.	Investor Group		13.6	%		10.0	%	$	484.4	$	803.7	$	1,067.1	$	137.9
05/26/00	07/20/00	KLLM Transport Services	High Road Acquisition Corp.		31.4	%		23.8	%	$	33.0	$	80.0	$	236.9	$	20.1

Appendix F

Management Case Projections

US XPRESS ENTERPRISES
CONSOLIDATED STATEMENTS OF OPERATIONS
(In Thousands, Except Per Share Data)
(Unaudited)


	March 31, 2007			June 30, 2007			September 30, 2007			December 31, 2007			YTD
Operating Revenue	$	316,552		$	341,500		$	346,100		$	347,800		$	1,351,952

Operating Expenses:
Salaries, wages and benefits		127,099			132,091			131,829			132,390			523,409
Fuel and fuel taxes		35,777			43,008			43,152			43,241			165,178
Vehicle rents		22,986			24,040			24,049			24,315			95,390
Depreciation and amortization		19,529			19,300			20,300			20,800			79,929
Purchased transportation		54,623			53,164			50,939			50,425			209,151
Operating expense and supplies		23,637			24,112			24,262			24,344			96,355
Insurance premiums and claims		14,950			16,150			16,503			16,517			64,120
Operating taxes and licenses		4,276			4,573			4,661			4,677			18,187
Communications and utilities		2,881			3,036			3,029			3,014			11,960
General and other operating		10,492			11,465			11,576			11,577			45,110

Total operating expenses		316,250			330,939			330,300			331,300			1,308,789


Income from Operations		302			10,561			15,800			16,500			43,163

Other		(174	)		(150	)		(100	)		(100	)		(524	)
Interest Expense, net		5,481			5,594			5,400			5,300			21,775


Income Before Income Taxes		(5,005	)		5,117			10,500			11,300			21,912

Income Tax Provision		(2,376	)		2,335			4,608			5,076			9,642


Net Income	$	(2,629	)	$	2,782		$	5,892		$	6,224		$	12,269


Earnings Per Share	$	(0.17	)	$	0.18		$	0.38		$	0.40		$	0.79

Weighted average shares		15,276			15,500			15,500			15,500			15,500

US XPRESS ENTERPRISES
CONSOLIDATED STATEMENTS OF OPERATIONS
(In Thousands, Except Per Share Data)
(Unaudited)


	December 31, 2008			December 31, 2009			December 31, 2010			December 31, 2011
Operating Revenue	$	1,417,450		$	1,487,275		$	1,561,636		$	1,639,712

Operating Expenses		1,359,710			1,412,912			1,475,781			1,541,330


Income from Operations		57,740			74,363			85,855			98,382
Operating Ratio:		95.93	%		95.00	%		94.50	%		94.00	%

Interest Expense, net		21,600			16,590			13,800			14,000


Income Before Income Taxes		36,140			57,773			72,055			84,382

Income Tax Provision		15,540			24,843			30,984			36,284


Net Income	$	20,600		$	32,930		$	41,071		$	48,098


Earnings Per Share	$	1.35		$	2.15		$	2.68		$	3.14

Weighted average shares		15,300			15,300			15,300			15,300


Deprecation		83,000			83,000			84,000			86,000

EBITDA		140,740			157,363			169,855			184,382

U.S. XPRESS ENTERPRISES, INC. AND SUBSIDIARIES
FORECASTED BALANCE SHEETS
(In Thousands)


Assets	March 31, 2007		June 30, 2007		September 30, 2007		December 31, 2007
Current Assets:
Cash and cash equivalents	$	3,454
Customer receivables, net of allowance		164,826		185,500		185,000		178,000
Other receivables		10,521		13,750		13,000		13,000
Prepaid insurance and licenses		18,042		16,000		10,000		25,000
Operating and Installation supplies		8,434		8,600		8,772		8,947
Deferred income taxes		25,545		25,545		25,545		25,545
Other current assets		12,401		13,000		14,000		14,100

Total current assets		243,223		262,395		256,317		264,592


Net property and equipment		535,002		525,844		509,544		525,745


Other Assets:
Goodwill, net		95,520		95,694		95,694		95,694
Other		26,667		26,667		26,667		26,667

Total other assets		122,187		122,361		122,361		122,361


Total Assets	$	900,412		910,600		888,222		912,698


Liabilities and Stockholders’ Equity	March 31, 2007			June 30, 2007			September 30, 2007			December 31, 2007
Current Liabilities:
Accounts payable	$	59,310			63,000			57,000			58,140
Book overdraft		4,713			4,831			4,952			5,075
Accrued wages and benefits		22,403			23,000			23,230			23,462
Claims and insurance accruals		44,282			49,050			50,550			52,050
Other accrued liabilities		4,931			5,000			5,200			5,408

Total current liabilities		135,639			144,881			140,932			144,135

Long-Term Debt, including current maturities		357,769			351,610			320,297			327,839


Deferred Income Taxes		114,562			116,897			121,504			126,580


Other Long-Term Liabilities		3,260			2,800			2,744			2,689


Claims and Insurance Accruals, long-term		39,343			40,641			41,982			43,368


Minority Interest		3,529			3,679			3,779			3,879


Stockholders’ Equity:
Common stock Class A. $.01 par value. 30,000,000 shares authorized		160			160			160			160
Common stock Class B. $.01 par value. 7,500,000 shares authorized		30			30			30			30
Additional paid-in capital		162,328			163,328			164,328			165,328
Retained earnings		127,575			130,357			136,249			142,473
Treasury Stock		(43,766	)		(43,766	)		(43,766	)		(43,766	)
Notes receivable from stockholders		(17	)		(17	)		(17	)		(17	)

Total stockholders’ equity		246,310			250,092			256,984			254,208

Total Liabilities and Stockholders’ Equity	$	900,412			910,600			888,222			912,698

U.S. XPRESS ENTERPRISES, INC. AND SUBSIDIARIES
FORECASTED BALANCE SHEETS
(In Thousands)


Assets	December 31, 2008		December 31, 2009		December 31, 2010		December 31, 2011
Current Assets:
Cash and cash equivalent	$
Customer receivables, net of allowance		188,680		200,000		212,000		224,720
Other receivables		13,650		14,333		15,050		15,803
Prepaid insurance and licenses		25,500		26,010		26,530		27,061
Operating and installation supplies		9,126		9,309		9,495		9,685
Deferred income taxes		25,545		25,545		25,545		25,545
Other current assets		14,594		15,104		15,633		16,180

Total current assets		277,095		290,301		304,253		318,994


Net property and equipment		482,745		493,745		522,745		536,745


Other Assets:
Goodwill, net		95,694		95,694		95,694		95,694
Other		31,667		30,267		33,167		26,667

Total other assets		127,361		125,961		128,861		122,361


Total Assets	$	887,201		910,007		955,859		978,100


Liabilities and Stockholders’ Equity	December 31, 2008			December 31, 2009			December 31, 2010			December 31, 2011
Current Liabilities:
Account payable	$	59,303			60,489			61,699			62,933
Book overdraft		5,202			5,332			5,466			5,603
Accrued wages and benefits		23,697			23,934			24,173			24,415
Claims and insurance accruals		53,550			55,050			56,550			58,050
Other accrued liabilities		5,624			5,849			6,083			6,326

Total current liabilities		147,376			150,654			153,971			157,327

Long-Term Debt, including current maturities		263,692			227,990			202,191			141,424


Deferred Income Taxes		139,012			158,886			183,673			212,700


Other Long-Term Liabilities		2,635			2,583			2,531			2,481


Claims and Insurance Accruals, long-term		44,799			46,277			47,804			49,382


Minority Interest		3,879			3,879			3,879			3,879


Stockholders’ Equity:
Common stock Class A. $.01 par value 30,000,000 shares authorized		160			160			160			160
Common stock Class B. $.01 par value 7,500,000 shares authorized		30			30			30			30
Additional paid-in capital		166,328			167,328			168,329			169,328
Retained earnings		163,073			196,003			237,074			285,172
Treasury Stock		(43,766	)		(43,766	)		(43,766	)		(43,766	)
Notes receivable from stockholders		(17	)		(17	)		(17	)		(17	)

Total Stockholders’ equity		285,808			319,738			361,810			410,907

Total Liabilities and Stockholders’ Equity	$	887,201			910,007			955,859			978,100

U.S. XPRESS ENTERPRISES, INC.
FORECASTED STATEMENTS OF CASH FLOWS
(In Thousands)


							Nine Months
	Three Months			Six Months			Ending			Twelve Months
	Ending March 31,			Ending June 30,			September 30,			Ending December 31,
	2007			2007			2007			2007
Cash Flows from Operating Activities:
Net Income	$	(2,629	)	$	153		$	6,045		$	12,269
Adjustments to reconcile net income to net cash provided by operating activities:
Deferred income tax (benefit) provision		(1,188	)		(41	)		4,567			9,642
Depreciation and amortization		19,505			38,805			59,105			79,904
Changes in Working Capital and other		12,316			(6,641	)		(2,127	)		(4,768	)

Net cash provided by operating activities		28,004			32,276			67,590			97,047


Cash Flows from Investing Activities:
Acquisition of Business		(5,655	)		(5,655	)		(5,655	)		(5,655	)
Payments for purchases of property and equipment net of proceeds		(18,858	)		(29,000	)		(33,000	)		(70,000	)

Net cash (used in) provided by investing activities		(24,513	)		(34,655	)		(38,655	)		(75,655	)


Cash Flows from Financing Activities:
Purchase of stock and other, net		(3,718	)		(3,718	)		(3,718	)		(3,718	)
Increase (Decrease) in long-term debt net of borrowings		2,768			(3,391	)		(34,704	)		(27,162	)

Net cash provided by (used in) financing activities		(950	)		(7,109	)		(38,422	)		(30,880	)

Net Increase Change in Cash and Cash Equivalents		2,541			(9,488	)		(9,487	)		(9,488	)
Cash and Cash Equivalents, beginning of period		913			9,488			9,488			9,488

Cash and Cash Equivalents, end of period		3,454			—			—			—

U.S. XPRESS ENTERPRISES, INC.
FORECASTED STATEMENTS OF CASH FLOWS
(In Thousands)


	Twelve Months			Twelve Months			Twelve Months			Twelve Months
	Ending December			Ending December			Ending December			Ending December
	31, 2008			31, 2009			31, 2010			31, 2011
Cash Flows from Operating Activities:
Net Income	$	20,600		$	32,930		$	41,071		$	48,098
Adjustments to reconcile net income to net cash provided by operating activities:
Deferred income tax (benefit) provision		12,432			19,874			24,787			29,027
Depreciation and amortization		83,000			83,000			84,000			86,000
Changes in Working Capital and other		(6,885	)		(2,502	)		(4,559	)		(2,358	)

Net cash provided by operating activities		109,147			133,302			145,299			160,767


Cash Flows from Investing Activities:
Acquisition of Business		(5,000	)		(3,600	)		(6,500	)		—
Payments for purchases of property and equipment net of proceeds		(40,000	)		(94,000	)		(113,000	)		(100,000	)

Net cash (used in) provided by investing activities		(45,000	)		(97,600	)		(119,500	)		(100,000	)


Cash Flows from Financing Activities:
Purchase of stock and other, net
Increase (Decrease) in long-term debt net of borrowings		(64,147	)		(35,702	)		(25,799	)		(60,767	)

Net cash provided by (used in) financing activities		(64,147	)		(35,702	)		(25,799	)		(60,757	)

Net Increase Change in Cash and Cash Equivalents		—			—			—			—
Cash and Cash Equivalents, beginning of period		—			—			—			—

Cash and Cash Equivalents, end of period		—			—			—			—

EX-99.(D)(XI) 13 c18208bexv99wxdyxxiy.htm CERTIFIED RESOLUTIONS OF THE SPECIAL REVIEW exv99wxdyxxiy

EXHIBIT (d)(xi)

CERTIFIED RESOLUTIONS
OF THE
SPECIAL REVIEW COMMITTEE OF THE
BOARD OF DIRECTORS
OF
U.S. XPRESS ENTERPRISES, INC.

The undersigned, John W. Murrey, III, hereby certifies that:

I am the duly elected, qualified and acting Chairman of the Special Review Committee of the Board of Directors of U.S. Xpress Enterprises, Inc., a Nevada corporation (the “Company”).

Attached hereto as Exhibit A is a true and complete copy of the resolutions duly adopted by the Special Review Committee of the Board of Directors of the Company on July 27, 2007 (the “Committee Resolutions”) with respect to granting certain approvals pursuant to Section 78.438 of the Nevada Revised Statutes.

The Committee Resolutions have not been amended or rescinded and are in full force and effect as of the date hereof.

IN WITNESS WHEREOF, I have hereunto set my hand under seal of the Company this 28th day of August, 2007.



				/s/ John W. Murrey, III

				John W. Murrey, III, Chairman

				(SEAL)

RESOLUTIONS OF
THE SPECIAL REVIEW COMMITTEE OF THE
BOARD OF DIRECTORS OF
U.S. XPRESS ENTERPRISES, INC.
ADOPTED AT A MEETING HELD ON
JULY 27, 2007

RESOLVED, that the Special Committee, acting on behalf of the Board of Directors (the “Board”) of U.S. Xpress Enterprises, Inc. (the “Company”), pursuant to authority previously granted by the Board, hereby grants approval, for the purpose of Section 78.438 of the Nevada Revised Statutes, of the following:

(a) the formation of one or more corporations, limited liability companies, and/or other entities (the “New Entities”) by Patrick E. Quinn, Max L. Fuller, Quinn Family Partners, and/or the Max Fuller Family Limited Partnership (the “Quinn-Fuller Parties”), which corporations, limited liability companies, and/or other entities will be (and will be considered New Entities for purposes of these resolutions only to the extent that they are) continuously wholly owned, directly or indirectly, by the Quinn-Fuller Parties;

(b) the transfer to the New Entities of beneficial ownership and/or actual ownership of any and all shares of the Company’s Class A Common Stock and/or Class B Common Stock owned by the Quinn-Fuller Parties on the date hereof, and the execution and performance of all agreements and arrangements and the taking of all other actions necessarily attendant thereto; and

RESOLVED FURTHER, that, to the extent that any New Entity is deemed to become an “interested stockholder” as defined in Section 78.3787 of the Nevada Revised Statutes by the taking of one or more of the foregoing approved actions, the transaction by which such New Entity first becomes an “interested stockholder” hereby is approved for purposes of Section 78.438 of the Nevada Revised Statutes.

EX-99.(D)(XII) 14 c18208bexv99wxdyxxiiy.htm ESCROW AGREEMENT exv99wxdyxxiiy

EXHIBIT (d)(xii)

ESCROW AGREEMENT

THIS ESCROW AGREEMENT (this “Escrow Agreement”) is made as of August 23, 2007, by and among (i) U.S. Xpress Enterprises, Inc., a Nevada corporation (the “Company”), (ii) Patrick E. Quinn, Max L. Fuller, James E. Hall, John W. Murrey, III and Robert J. Sudderth, Jr. (collectively, the “Directors”) and (iii) LaSalle Bank National Association, a national banking association (the “Escrow Agent”).

W I T N E S S E T H

WHEREAS, the Company has secured liability insurance coverage commonly referred to as directors’ and officers’ liability insurance which will be referred to hereafter as the “Policy”);

WHEREAS, pursuant to the terms of directors and officers insurance coverage issued to Company, one or more of the Directors may be subject to a retention or deductible requirement of $250,000 before being entitled to indemnification under the terms of such coverage (the “Retention Requirement”);

WHEREAS, pursuant to Section 78.752 of the Nevada Revised Statutes, the Company desires to establish an escrow account as an “other financial arrangement” for the payment of sums payable by one or more of the Directors as a result of the Retention Requirement;

NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company, the Directors and the Escrow Agent hereby agree as follows:

1. Escrow Fund. Upon the execution of this Agreement, the Company shall establish an escrow account with the Escrow Agent for the benefit of all of the Directors (on a several rather than joint basis) by depositing an amount in cash equal to $250,000 with the Escrow Agent (the “Escrow Fund”). In the event that the amount held in escrow is less than $250,000 at any time during the term of this Agreement, the Escrow Agent shall notify the Company and the Company shall within five (5) days of receipt of such notice from the Escrow Agent deposit additional funds in escrow with the Escrow Agent so that the amount of the Escrow Fund is at least equal to $250,000 in cash. The Escrow Agent is hereby authorized and directed to hold and deliver the Escrow Fund, or any portion thereof, in accordance with the terms of this Escrow Agreement. The Escrow Fund shall be invested by the Escrow Agent in the Federated Treasury Obligations Fund (Trust Shares). The Escrow Agent shall have no liability for any loss or diminution in the Escrow Fund resulting from investments made in accordance with the provisions of this Agreement. Any income earned on the Escrow Fund shall be paid to the Company. Notwithstanding anything to the contrary herein provided, Escrow Agent shall have no duty to prepare or file any Federal or state tax report or return with respect to the Escrow Fund or any income earned thereon.

2. Quarterly Disbursements and Reports. The Escrow Agent on a quarterly basis shall disburse from the Escrow Fund to the Company an amount equal to the amount of interest earned on such Escrow Fund during the preceding fiscal quarter. In addition, the Escrow Agent shall furnish to the Company and each of the Directors with monthly reports setting forth information regarding (a) the balance of the Escrow Fund, (b) any disbursements or deposits made to the Escrow Fund and (c) the amount of interest, if any, earned upon the Escrow Fund.

3. Distribution of Escrow Fund.

(a) In the event a claim covered by the Policy is made against a Director and the assertion of that claim causes the Director to incur defense costs or a liability obligation, then the Director shall promptly provide the escrow agent with written instructions to make a disbursement to the Director of an amount in cash equal to the lesser of (i) the amount actually paid by the Director toward such defense costs or liability obligation or (ii) the Retention Requirement. The Director shall also provide the Escrow Agent, together with such instructions, written certification to the effect: (w) that a claim has been made against the Director; (x) that the Retention Requirement is applicable to the claim; (y) that the Director has paid an amount in defense costs and/or liability obligations; and (z) that the Director has executed an undertaking (the “Undertaking”) whereby the Director has agreed to repay either into the Escrow Fund (if the same is still being maintained under this Agreement) or the Company any amounts disbursed from the Escrow Fund to such Director if it is ultimately determined by a court of competent jurisdiction, after exhaustion of all appeals therefrom, that the Director is not entitled to payment under the Policy for such defense costs and/or liability obligations as a result of the Director’s intentional misconduct, fraud or a knowing violation of law, except with respect to the advancement of expenses or indemnification ordered by a court of competent jurisdiction (collectively, the “Director Certification”). At the same time that the Director provides written instructions to the Escrow Agent, he shall provide the Company, and each of the other Directors who are parties to this Agreement, with a copy of such written instructions, as well as the Director’s Certification, and the Undertaking. Upon receipt of such instructions, the Documentation, and the Undertaking, the Escrow Agent shall make such disbursement in accordance therewith.

(b) At the expiration of the term of this Agreement the Escrow Agent shall pay to the Company the remaining balance of the Escrow Fund, together with any accrued and undistributed interest thereon.

4. The Escrow Agent; Indemnity.

(a) The Company and the Directors acknowledge that the Escrow Agent is acting solely as an escrow agent at their request and solely for their convenience. The Escrow Agent shall not be deemed to be the agent of either the Company or the Directors. The Escrow Agent shall not be liable except for the Escrow Agent’s willful misconduct or gross negligence. The Escrow Agent shall not be liable or responsible to the Company or the Directors or any other person for any act or omission of any kind or nature except for willful misconduct or gross negligence.

(b) In no event shall the Escrow Agent be liable for incidental, indirect, special, consequential or punitive damages. The Escrow Agent shall have no implied duties or obligations and shall not be charged with knowledge or notice of any fact or circumstance not specifically set forth herein or in any notices given to it in accordance with the notice provisions of this Agreement. The Escrow Agent shall have no liability with respect to the transfer or distribution of any funds effected by the Escrow Agent pursuant to wiring or transfer instructions provided to the Escrow Agent by any party to this Agreement. The Escrow Agent shall be entitled to seek the advice of legal counsel with respect to any matter arising under this Agreement and the Escrow Agent shall have no liability and shall be fully protected with respect to any action taken or omitted pursuant to the advice of such legal counsel. The Escrow Agent shall be entitled to rely upon and shall be fully protected in acting on any request, instruction, statement or other instrument, not only as to its due execution, validity and effectiveness, but also as to the truth and accuracy of any information set forth therein, which the Escrow Agent shall in good faith believe to be genuine, to have been signed or presented by the person or parties purporting to sign the same and to conform to the provisions of this Agreement. The Escrow Agent shall not be obligated to take any legal action or to commence any proceedings in connection with the Escrow Account or this Agreement, or to appear in, prosecute or defend in any such legal action or proceedings.

(c) The Company agrees to indemnify and hold harmless Escrow Agent and each of Escrow Agent’s officers, directors, agents and employees (the “Indemnified Parties”) from and against any and all losses, liabilities, claims, damages, expenses and costs (including attorneys’ fees) of every nature whatsoever which any such Indemnified Party may incur and which arise directly or indirectly from this Agreement or which arise directly or indirectly by virtue of the Escrow Agent’s undertaking to serve as Escrow Agent hereunder; provided, however, that no Indemnified Party shall be entitled to indemnity in case of such Indemnified Party’s gross negligence or willful misconduct. The provisions of this section shall survive the termination of this Agreement and any resignation or removal of the Escrow Agent.

5. No Responsibility for Financial Institution Failure. The Escrow Agent shall not be responsible for any penalties, or loss of principal or interest or any delays in the withdrawal of the funds which may be imposed by any financial institution in which the Escrow Fund have been deposited in accordance with this Agreement as a result of the making or redeeming of an investment of the Escrow Fund pursuant to instructions provided in accordance with this Agreement, nor shall the Escrow Agent be liable for any loss or impairment of funds while those funds are in the course of collection or while those funds are on deposit in a financial institution if such a loss or impairment results from the failure, insolvency or suspension of the financial institution in question. The Escrow Fund shall be held and/or invested in accordance with Section 1 hereof.

6. Disputes. In case of any dispute or disagreement relating to this Agreement or concerning the duties of the Escrow Agent hereunder, the Escrow Agent may refrain from taking any further action pursuant to this Agreement until the Escrow Agent shall have received either (i) written instructions from all of the parties hereto or (ii) a binding order or decision of a court of competent jurisdiction, upon which the Escrow Agent shall be entitled to rely, directing the Escrow Agent to take such further action. In addition, in the event of any dispute or

disagreement relating to this Agreement or concerning the duties of the Escrow Agent hereunder, the Escrow Agent shall have the right to deposit all property held under this Agreement into the registry of any court of competent jurisdiction and notify the parties hereto of such deposit, and thereupon the Escrow Agent shall be discharged from all further duties and responsibilities as Escrow Agent under this Agreement.

7. Fees and Reimbursement. The Company agrees to pay to Escrow Agent compensation, and to reimburse the Escrow Agent for costs and expenses, in accordance with the provisions of Exhibit B hereto, which is incorporated herein by reference.

8. Term. The term of this Agreement shall commence upon the date set forth above and shall continue until December 31, 2013.

9. Partial Invalidity. If any term or provision of this Agreement, or the application thereof, to any person or circumstance shall, to any extent, be invalid or unenforceable, the remainder of this Agreement and the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable, as the case may be, shall not be affected thereby, and each term and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law.

10. Notices. All notices, demands, statements, and requests required or permitted to be given under this Agreement must be in writing and shall be deemed to have been properly given or served as of the date hereinafter specified: (i) on the date of personal service upon the person to whom the notice is addressed, or if such person is not available, the date such notice is left at the address of the person to whom it is directed; (ii) on the date the notice is postmarked by the United States Post Office, provided it is sent prepaid, registered or certified mail, return receipt requested; (iii) on the date the notice is delivered by a courier service (including Federal Express, United Parcel Service, Express Mail or similar operation) to the address of the person to whom it is directed, provided it is sent prepaid, with confirmation of receipt requested; or (iv) on the date the notice is delivered via facsimile, provided that a second copy of the notice is simultaneously sent pursuant to one of the other methods permitted by this provision; provided, however, that notwithstanding the foregoing, Escrow Agent shall not be deemed to have received any notice or other communication prior to its actual receipt thereof. The initial notice address of the Company and the Escrow Agent is as follows:


Company:	U.S. Xpress Enterprises, Inc.
	4080 Jenkins Road
	Chattanooga, Tennessee 37421
	Attention:	Lisa Pate, General Counsel
	Telephone:	(800) 251-6291
	Fax:	(425) 510-6314


Escrow Agent:	LaSalle Bank National Association
	Global Escrow Services
	135 South LaSalle Street, Suite 1563
	Chicago, Illinois 60603
	Attention:	Sue Strack
	Telephone:	(312) 904-5859
	Fax:	(312) 904-4019

The initial notice address for each of the Directors is listed on Exhibit C attached hereto. Each party hereto shall have the right from time to time and at any time, upon at least ten (10) days’ prior written notice thereof in accordance with the provisions hereof, to change its respective address and to specify any other address within the United States of America; provided, however, notwithstanding anything herein contained to the contrary, in order for the notice of address change to be effective it must actually be delivered. Refusal to accept delivery of a notice or the inability to deliver a notice because of an address change, which was not properly communicated, shall not defeat or delay the giving of a notice.

11. General. This Agreement may be executed in one or more counterparts and shall be binding upon the Company, the Directors and Escrow Agent and each of their respective successors, assigns, heirs, personal representatives and executors. Neither this Agreement nor any rights or obligations hereunder may be assigned by any party hereto without the express written consent of each of the other parties hereto. This Agreement may not be amended without the express written consent of each of the parties hereto.

12. Resignation and Successor Escrow Agent. Escrow Agent may resign as Escrow Agent by providing not less than thirty (30) days prior written notice to the Company and each of the Directors, such resignation to be effective on the date set forth in any such written notice. Notwithstanding anything to the contrary herein provided, in the event the Escrow Agent resigns as Escrow Agent hereunder and no successor Escrow Agent has been designated and accepted appointment as successor Escrow Agent within forty-five (45) days following the date of the Escrow Agent’s notice of resignation, the Escrow Agent shall have the right to deposit all property held pursuant to this Agreement into the registry of any court of competent jurisdiction and notify the parties hereto of such deposit, and thereupon the Escrow Agent shall be discharged from all further duties and responsibilities as Escrow Agent under this Agreement.

Any bank or corporation into which the Escrow Agent may be merged or with which it may be consolidated, or any bank or corporation to whom the Escrow Agent may transfer a substantial amount of its Escrow business, shall be the successor to the Escrow Agent without the execution or filing of any paper or any further act on the part of any of the parties, anything herein to the contrary notwithstanding.

13. Governing Law. This Escrow Agreement shall be governed by Nevada law.

14. Headings. The headings to the sections of this Agreement are for the convenience of reference only and in no way define, limit or describe the scope or intent of this Agreement or any party thereof, nor in any other way affect this Agreement or any part thereof.

15. Counterparts. This Agreement may be executed in several counterparts, each of which, when so executed and delivered, shall be considered an original and all of which, when taken together, shall constitute one and the same Agreement.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the parties hereto have signed and sealed this Escrow Agreement as of the date first above written.


		“Company”

		U.S. Xpress Enterprises, Inc. Federal Tax I.D. Number: 62-1378182

		By:		/s/ Ray Harlin
				Ray Harlin, Executive Vice President of Finance

		“Escrow Agent”

		LaSalle Bank National Association

		By:		/s/ John Porter
		Name:		John W. Porter
		Title:		Vice President


		“Directors”

		/s/ Patrick E. Quinn

		Patrick E. Quinn

		/s/ Max L. Fuller

		Max L. Fuller

		/s/ James E. Hall

		James E. Hall

		/s/ John W. Murrey, III

		John W. Murrey, III

		/s/ Robert J. Sudderth, Jr.

		Robert J. Sudderth, Jr.

Exhibit B
Escrow Agent Fees


Acceptance Fee:	$	500.00	*

Annual Administration Fee:	$	1,500.00	*

Wire Transfers	$	20.00	each

Check Preparation and Mailing	$	25.00	each

1099 Preparation and Reporting	$	5.00	each ($250 annual minimum if any 1099 reports required for account)

THE ACCEPTANCE AND FIRST YEAR’S ANNUAL ADMINISTRATION FEES ARE DUE UPON EXECUTION OF THE ESCROW AGREEMENT.

*Should the Escrow Account remain open for less than a full year after an initial twelve month period, the Annual Administration Fee will be prorated on a six-month basis.

Any investment transaction not in a money market fund or a LaSalle Enhanced Liquidity Management account will incur a $150.00 per transaction fee. The parties to the agreement understand and agree that the Escrow Agent may receive certain revenue on certain mutual fund investments. These revenues take one of two forms:

Shareholder Servicing Payments: Escrow Agent may receive Shareholder Servicing Payments as compensation for providing certain services for the benefit of the Money Market Fund Company. Shareholder Services typically provided by LaSalle include the maintenance of shareholder ownership records, distributing prospectuses and other shareholder information materials to investors and handling proxy-voting materials. Typically Shareholder Servicing payments are paid under a Money Market Fund’s 12b-1 distribution plan and impact the investment performance of the Fund by the amount of the fee. The shareholder servicing fee payable from any money market fund is detailed in the Fund’s prospectus that will be provided to you.

Revenue Sharing Payments: Escrow Agent may receive revenue sharing payments from a Money Market Fund Company. These payments represent a reallocation to Escrow Agent of a portion of the compensation payable to the fund company in connection with your account’s money market fund investment. Revenue Sharing payments constitute a form of fee sharing between the fund company and Escrow Agent and do not, as a general rule, result in any additional charge or expense in connection with a money market fund investment, are not paid under a 12b-1 plan, and do not impact the investment performance of the Fund. The amount of any revenue share, if any, payable to Escrow Agent with respect to your account’s investments is available upon request.

All out-of-pocket expenses will be billed at the Escrow Agent’s cost. Out-of-pocket expenses include, but are not limited to, professional services (e.g. legal or accounting), travel expenses, telephone and facsimile transmission costs, postage (including express mail and overnight delivery charges), and copying charges.

Exhibit C
Director Addresses

EX-99.(D)(XIII) 15 c18208bexv99wxdyxxiiiy.htm INDEMNIFICATION AGREEMENT exv99wxdyxxiiiy

EXHIBIT (d)(xiii)

INDEMNIFICATION AGREEMENT

INDEMNIFICATION AGREEMENT dated effective as of August 9, 2007 between U.S. XPRESS ENTERPRISES, INC., a Nevada corporation (the “Corporation”) and Max L. Fuller (the “Director”).

W I T N E S S E T H:

WHEREAS, both the Corporation and the Director recognize the increased risk of litigation and other claims being asserted against directors of public companies in today’s environment;

WHEREAS, in recognition of the need for protection against such litigation and claims to facilitate the Director’s continued effective service to the Corporation and to provide the Director with express contractual indemnification (regardless of, among other things, any ambiguity in, amendment to or revocation of the Corporation’s Restated Articles of Incorporation or Bylaws), the Corporation desires to provide for the indemnification, advancement, reimbursement and insurance of certain liabilities and expenses of the Director, to the full extent permitted by law;

WHEREAS, in accordance with Section 78.752 of the Nevada Revised Statutes, the Corporation desires to establish an escrow account as an “other financial arrangement” to provide additional collateral security to the Director against any Liability (as defined below) and Expense (as defined below) arising out of his status as a director or member of a committee of the Board of Directors of the Corporation;

NOW, THEREFORE, in consideration of these premises and of the Director’s continuation of service to the Corporation, the parties hereto agree as follows:

1. Indemnification. The Corporation shall indemnify and hold harmless the Director, to the fullest extent permitted by law, against any and all liabilities and assessments arising out of or related to any threatened, pending or completed action, suit, proceeding, inquiry or investigation, whether civil, criminal, administrative, or other (each being hereinafter referred to as an “Action”), including, but not limited to, judgments, fines, penalties and amounts paid in settlement (whether with or without court approval), and any interest, assessments, excise taxes or other charges paid or payable in connection with or in respect of any of the foregoing (each such liability and assessment being hereinafter referred to as a “Liability”), incurred by the Director and arising out of his status as a director or member of a committee of the Board of Directors of the Corporation, or by reason of anything done or not done by the Director in such capacities.

2. Indemnification Against Expense. The Director shall also be indemnified and held harmless by the Corporation, to the full extent permitted by law, against any and all attorneys’ fees and other costs, expenses and obligations, and any interest, assessments, excise taxes or other charges paid or payable in connection with or in respect of any of the foregoing (each such expense being hereinafter referred to as an “Expense”) arising out of or relating to any Action, including expenses incurred by a Director:

(a) in connection with investigating, defending, being a witness or participating in, or preparing to defend, be a witness or participate in, any Action (other than an Action commenced by the Director against another party, except as provided in Section 2(b) below) or any appeal of an Action; or

(b) in connection with any claim asserted or action brought by the Director for (i) payment or indemnification of Liabilities or Expenses or advance payment of Expenses by the Corporation under this Agreement, or pursuant to any other agreement, any resolution of the Corporation’s Board of Directors, any resolution of the Corporation’s shareholders, any provision of the Corporation’s Restated Articles of Incorporation or Restated Bylaws, or any statute or rule of law providing for indemnification, now or hereafter in effect, relating to any Action, or for specific performance pursuant to Section 14 hereof, and/or (ii) recovery under any directors’ and officers’ liability insurance policy or policies maintained by the Corporation, regardless of whether the Director is ultimately determined to be entitled to such payment, indemnification, advance, or insurance recovery, as the case may be.

3. Exception for Certain Conduct. The Corporation shall not be liable under this Agreement for payment of any Liability or Expense incurred by the Director if the Director has not met the standard of conduct for indemnification set forth in Section 78.7502 (or any statutes cross-referenced therein) of the Nevada Revised Statutes.

4. Partial Indemnification. If the Director is entitled under this Agreement to payment for some or a portion of any Liability or Expense relating to an Action, but not for the total amount thereof, the Corporation shall nevertheless pay the Director for the portion thereof to which he or she is entitled.

5. Advances. The Corporation shall pay any and all Expenses incurred by the Director in connection with any Action, whether or not the Action has been finally disposed of (an “Advance”), within five days after receipt by the Corporation of an appropriate request therefor from the Director, provided however, that the Corporation shall not make such an Advance unless and until it has received an undertaking by or on behalf of the Director to repay such Advance if it is finally determined by a court of competent jurisdiction after exhauting all appeals that the Director has not met the standard of conduct for indemnification set forth in Section 3 of this Agreement (the “Undertaking”).

6. Demand and Final Payment. Final payments of Liabilities and Expenses provided for herein shall be made by the Corporation no later than thirty days after receipt of a written request therefor by or on behalf of the Director, provided that the Corporation has received an Undertaking from the Director. The Director shall be deemed to be entitled to indemnification against and payment of such Liabilities and Expenses unless a final determination is made by a court of competent jurisdiction after exhausting all appeals that the Director has not met the standard of conduct for indemnification set forth in Section 3 of this Agreement. In the event that such a determination is made that the Director has not met the standard of conduct for indemnification set forth in Section 3 of this Agreement, the Director shall reimburse to the Corporation an amount equal to all Liabilities and Expenses paid by the Corporation on behalf of such Director, together with Interest (as defined below) thereon. The Director shall be presumed to be entitled to indemnification and advancement of Expenses under this Agreement, and the

Corporation shall have the burden of proof to overcome that presumption in reaching any contrary determination. For purposes of this Agreement, “Interest” shall mean a rate per annum equal to the “prime rate” published from time to time by SunTrust Bank in the Wall Street Journal.

7. Failure to Indemnify. If a claim for payment of any Liability, Expense or Advance under this Agreement, or pursuant to any other agreement, any resolution of the Corporation’s Board of Directors, any resolution by the Corporation’s shareholders, any provision of the Corporation’s Restated Articles of Incorporation or Restated Bylaws, or any statute or rule of law providing for indemnification, now or hereafter in effect, is not paid in full within thirty days, in the case of Liabilities and Expenses, or within five days, in the case of Advances, after a written request for payment thereof has been received by the Corporation, the Director may bring an action against the Corporation to recover the unpaid amount of such claim, together with Interest thereon.

8. Presumption. For purposes of this Agreement, the termination of any Action by judgment, order, settlement (whether with or without court approval) or conviction, or upon a plea of nolo contendere, or its equivalent, shall not create a presumption that the Director has not met any particular standard of conduct required for payment under this Agreement.

9. Effect of Changes in Law or Corporate Documents. No change in the Corporation’s Restated Articles of Incorporation or Nevada corporate law subsequent to the date first above written shall have the effect of limiting or eliminating the indemnification available under this Agreement as to any act omission or capacity for which this Agreement provides indemnification at the time of such act, omission or capacity. If any change after the date of this Agreement in any applicable law, statute or rule expands the power of the Corporation to indemnify the Director, such change shall be within the purview of the Director’s rights and the Corporation’s obligations under this Agreement. If any change in applicable law, statute or rule narrows the right of the Corporation to indemnify the Director, such change, except to the extent otherwise required by law, statute or rule to be applied to this Agreement, shall have no effect on this Agreement or the parties’ rights or obligations hereunder.

10. Directors’ and Officers’ Insurance. For six (6) years from the date of the expiration of the current term of its existing directors’ and officers’ liability insurance policies (the “Expiration Date”), the Corporation shall maintain in effect the current policies of directors’ and officers’ liability insurance maintained by the Corporation (provided that the Corporation may substitute therefor policies with equally reputable and financially sound carriers of at least the same coverage and amounts containing terms and conditions which are no less advantageous) covering acts or omissions occurring at or prior to the Expiration Date with respect to the Director and any other persons who are currently covered by the Corporation’s directors’ and officers’ liability insurance policy. Notwithstanding the foregoing, in the event that Corporation or any of its respective successors or assigns (i) consolidates with or merges into any other person and is not the continuing or surviving corporation or entity of such consolidation or merger, (ii) transfers or conveys all or substantially all of its properties and assets to any person, (iii) institutes or has instituted against it a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors, rights, or a petition is presented for its winding up or liquidation then or (iv) files for dissolution, and in each such case the Corporation shall immediately prior to the occurrence of such event purchase in lieu

of the foregoing insurance a directors’ and officers’ liability insurance “tail” or “runoff” insurance program to be in effect until the end of such six (6) year period with respect to wrongful acts and/or omissions committed or allegedly committed at or prior to the Expiration Date (such coverage shall have an aggregate coverage limit over the term of such policy in an amount not less than the annual aggregate coverage limit under the Corporation’s existing directors and officers liability policies, the retention amount provided under such policy or policies shall not exceed the retention amount under the Corporation’s existing directors’ and officers’ liability policies and such coverage shall, in all other respects, be comparable to such existing coverage).

11. Security. Notwithstanding anything to the contrary set forth in the Corporation’s Restated Articles of Incorporation, the Corporation’s Restated Bylaws or this Agreement, the Corporation shall establish within ten (10) business days from the execution of this Agreement an Escrow Account pursuant to Section 78.752 of the Nevada Revised Statutes as an “other financial arrangement” in order to provide collateral security for its obligations hereunder (the “Escrow Fund”) pursuant to the form of Escrow Agreement attached hereto as Exhibit A. For a period of six (6) years after the establishment thereof, the Corporation shall maintain for the benefit of all of the members of its Board of Directors (on a joint rather than several basis) the Escrow Fund with an aggregate value of no less than $250,000 by depositing cash in escrow that may be drawn down by an escrow agent in no less than such amount. Promptly following the establishment of such Escrow Fund, the Corporation shall provide the Director with copies of all documents relating to the establishment, maintenance and operation of such Escrow Fund, and with such additional information as the Director may reasonably request. The Corporation and the Director acknowledge and agree that funds held in the Escrow Fund may only be released upon the written request of the Director or any other director of the Corporation to pay in full the amount of any retention made pursuant to Paragraph 14 of Federal Insurance Company Policy Number 8127-8857, Policy Period 12/1/06 – 12/1/07, Federal Insurance Policy Form 14-02-7303DFED (Ed. 11/2002) or any similar retention contained in any replacement or successor policy; provided however, that the funds held in the Escrow Fund may not be released on behalf of the Director if the Director, prior to such release, shall have been adjudged by a court of competent jurisdiction, after exhaustion of all appeals therefrom, to be liable for intentional misconduct, fraud or a knowing violation of law, except with respect to the advancement of expenses or indemnification ordered by a court of competent jurisdiction.

12. Definition of “Corporation”. For purposes of this Agreement, references to “the Corporation” shall include, in addition to the resulting or surviving corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers and employees or agents, so that any person who is or was a director of such constituent corporation or is or was serving at the request of such constituent corporation as a director, officer, employee, trustee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, shall stand in the same position under this Agreement with respect to the resulting or surviving corporation as he would have with respect to such constituent corporation if its separate existence had continued.

13. Successors. The indemnification and advancement of expenses and other rights granted and obligations undertaken pursuant to this Agreement shall continue after the Director

has ceased to be a director, officer, employee or agent of the Corporation and shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors and assigns (including any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business and/or assets of the Corporation) and spouses, heirs and personal and legal representatives.

14. Specific Performance. The failure of the Corporation to perform any of its obligations hereunder shall entitle the Director, as a matter of course, to request an injunction from any court of competent jurisdiction to enforce such obligations. Such right to request specific performance shall be cumulative and in addition to any other rights and remedies to which the Director shall be entitled.

15. Contract Rights Not Exclusive. The rights of the Director hereunder shall be in addition to, but not exclusive of, any other right which the Director may have pursuant to any other agreement, any resolution of the Corporation’s Board of Directors, any resolution of the Corporation’s shareholders, any provision of the Corporation’s Restated Articles of Incorporation or Restated Bylaws, or any statute or rule of law providing for indemnification, now or hereafter in effect.

16. Director’s Obligations. The Director shall promptly advise the Corporation in writing of the institution of any Action which is or may be subject to this Agreement and keep the Corporation generally informed of and consult with the Corporation with respect to, the status and defense of any such Action.

17. Severability. If any provision of this Agreement is prohibited by law or otherwise determined to be invalid or unenforceable by a court of competent jurisdiction, such prohibition shall not affect the validity of the remaining provisions of this Agreement.

18. Modification and Waiver. No supplement, modification or amendment of this Agreement shall be binding unless executed in writing by both of the parties hereto.

19. Headings. The descriptive headings of the Sections of this Agreement are inserted for convenience and shall not control or affect the meaning or construction of any of the provisions hereof.

20. Notices. Any request, notice, direction, authorization, consent, waiver, demand or other communication permitted or authorized by this Agreement to be made upon, given or furnished to or filed with the Corporation or the Director by the other party hereto shall be sufficient for every purpose hereunder if in writing (including telecopy communication) and telecopied or delivered by hand (including by courier service) as follows:

If to the Corporation, to it at:

U.S. Xpress Enterprises, Inc.
Attn: Lisa Pate, General Counsel
4080 Jenkins Road

Chattanooga, TN 37421
Telecopy No.: 425-510-6314

If to the Director, to him at:

Max L. Fuller
9128 Stoney Mountain Drive
Chattanooga, TN 37421-2094
Telecopy No.:

or, in either case, such other address as shall have been set forth in a notice delivered in accordance with this Section. All such communications shall, when so telecopied or delivered by hand, be effective when telecopied with confirmation of receipt or received by the addressee, respectively. Any party that telecopies any communication hereunder to the other party shall, on the same date as such telecopy is transmitted, also send, by first class mail, postage prepaid and addressed to such party as specified above, an original copy of the communication so transmitted.

21. Choice of Law. This Agreement will be governed by and construed in accordance with the laws of the State of Nevada applicable to contracts made and to be performed in such state, without giving effect to the principles of conflicts of laws. IN ADDITION, EACH OF THE PARTIES HERETO (A) CONSENTS TO SUBMIT ITSELF TO THE PERSONAL JURISDICTION OF THE FEDERAL DISTRICT COURT FOR THE EASTERN DISTRICT OF TENNESSEE IN THE EVENT ANY DISPUTE ARISES OUT OF THIS AGREEMENT, (B) AGREES THAT IT SHALL NOT ATTEMPT TO DENY OR DEFEAT SUCH PERSONAL JURISDICTION BY MOTION OR OTHER REQUEST FOR LEAVE FROM ANY SUCH COURT, (C) AGREES THAT IT SHALL NOT BRING ANY ACTION RELATING TO THIS AGREEMENT IN ANY COURT OTHER THAN THE FEDERAL DISTRICT COURT FOR THE EASTERN DISTRICT OF TENNESSEE AND (D) WAIVES ANY RIGHT TO TRIAL BY JURY WITH RESPECT TO ANY ACTION RELATED TO OR ARISING OUT OF THIS AGREEMENT.

[SIGNATURES ON NEXT PAGE]

IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first written above.


		U.S. XPRESS ENTERPRISES, INC.

		By:		/s/ Ray Harlin

				Ray Harlin, Executive Vice President of Finance

		DIRECTOR

		/s/ Max L. Fuller

		Max L. Fuller

EXHIBIT A
ESCROW AGREEMENT

EX-99.(D)(XIV) 16 c18208bexv99wxdyxxivy.htm INDEMNIFICATION AGREEMENT exv99wxdyxxivy

EXHIBIT (d)(xiv)

INDEMNIFICATION AGREEMENT

INDEMNIFICATION AGREEMENT dated effective as of August 9, 2007 between U.S. XPRESS ENTERPRISES, INC., a Nevada corporation (the “Corporation”) and Patrick E. Quinn (the “Director”).

W I T N E S S E T H:

WHEREAS, both the Corporation and the Director recognize the increased risk of litigation and other claims being asserted against directors of public companies in today’s environment;

NOW, THEREFORE, in consideration of these premises and of the Director’s continuation of service to the Corporation, the parties hereto agree as follows:

13. Successors. The indemnification and advancement of expenses and other rights granted and obligations undertaken pursuant to this Agreement shall continue after the Director

18. Modification and Waiver. No supplement, modification or amendment of this Agreement shall be binding unless executed in writing by both of the parties hereto.

19. Headings. The descriptive headings of the Sections of this Agreement are inserted for convenience and shall not control or affect the meaning or construction of any of the provisions hereof.

If to the Corporation, to it at:

U.S. Xpress Enterprises, Inc.
Attn: Lisa Pate, General Counsel
4080 Jenkins Road

Chattanooga, TN 37421
Telecopy No.: 425-510-6314

If to the Director, to him at:

Patrick E. Quinn
9623 Mountain Lake Drive
Ooltewah, TN 37363
Telecopy No.:

[SIGNATURES ON NEXT PAGE]

IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first written above.


		U.S. XPRESS ENTERPRISES, INC.

		By:		/s/ Ray Harlin
				Ray Harlin, Executive Vice President of Finance

		DIRECTOR

		/s/ Patrick E. Quinn

		Patrick E. Quinn

EXHIBIT A

ESCROW AGREEMENT

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