13.	Commitments and Contingencies

The Company is party to certain legal proceedings incidental to its business. The ultimate disposition of these matters, in the opinion of management, based in part on the advice of legal counsel, is

not

expected to have a materially adverse effect on the Company’s financial position or results of operations.

For the cases described below, management is unable to provide a meaningful estimate of the possible loss or range of loss because, among other reasons, (

) the proceedings are in various stages; (

) damages have

not

been sought; (

) damages are unsupported and/or exaggerated; (

) there is uncertainty as to the outcome of pending appeals; and/or (

) there are significant factual issues to be resolved. For these cases, however, management does

not

believe, based on currently available information, that the outcomes of these proceedings will have a material adverse effect on our financial condition, though the outcomes could be material to our operating results for any particular period, depending, in part, upon the operating results for such period.

California Wage and Hour Class Action Litigation

December 23,

2015,

a class action lawsuit was filed against us and our subsidiary U.S. Xpress, Inc. in the Superior Court of California, County of San Bernardino. The case was transferred to the U.S. District Court for the Central District of California. The putative class includes current and former truck drivers employed by us who worked or work in California after the completion of their training while residing in California since

December 23, 2011

to present. The case alleges that class members were

not

paid for off-the-clock work, were

not

provided duty free meal or break times, and were

not

paid premium pay in their absence, were

not

paid minimum wage for all hours worked, were

not

provided accurate and complete time and pay records and were

not

paid all accrued wages at the end of their employment, all in violation of California law. The class seeks a judgment for compensatory damages and penalties, injunctive relief, attorney fees and costs and pre- and post-judgment interest. The matter is currently in discovery, and a jury trial has been requested. There is currently

trial date set. We are currently

not

able to predict the probable outcome or to reasonably estimate a range of potential losses, if any. We intend to vigorously defend the merits of these claims.

Telephone Consumer Protection Act Claim

A class action was filed against our subsidiary U.S. Xpress, Inc. in the U.S. District Court for the Western District of Virginia on

December 11, 2017

and amended on

March 7, 2018,

alleging violations of the Telephone Consumer Protection Act, for

two

separate proposed classes. The putative classes include all persons within the United States to whom the Company either initiated a telephone call to a cellular telephone number using an automatic telephone dialing system or initiated a call to a residential telephone number using an artificial or pre-recorded voice at any time from

December 11, 2013

to present. The lawsuit seeks statutory damages for each violation, injunctive relief and attorneys’ fees and costs. The Company successfully moved to dismiss the claims related to calls made to residential lines on grounds that the plaintiff lacked standing to assert such claims. The Court denied the Company’s Motion to Dismiss claims for all purported class members residing outside the State of Virginia for lack of personal jurisdiction. The matter is currently in discovery and is set for trial beginning

January 13, 2020.

We are currently

not

able to predict the probable outcome or to reasonably estimate a range of potential losses, if any. We intend to vigorously defend the merits of these claims.

Shareholder Claims

As set forth below, between

November 2018

and

February 2019,

five

substantially similar putative securities class action complaints were filed against us and certain other defendants. These matters are

not

yet in discovery. We are currently

not

able to predict the probable outcome or to reasonably estimate a range of potential losses, if any.

November 21, 2018,

a putative class action complaint was filed in the Circuit Court of Hamilton County, Tennessee against us,

five

of our officers or directors, and the

seven

underwriters who participated in our initial public offering (“IPO”), alleging violations of Sections

and

of the Securities Act of

1933

(the “Securities Act”). The class action lawsuit is based on allegations that the Company made false and misleading statements in the registration statement and prospectus filed with the SEC in connection with the IPO. The lawsuit is purportedly brought on behalf of a putative class of all persons or entities who purchased or otherwise acquired the Company’s Class A common stock pursuant and/or traceable to the IPO, and seeks, among other things, compensatory damages, costs and expenses (including attorneys’ fees on behalf of the putative class.

January 23, 2019,

a substantially similar putative class action complaint was filed in the Circuit Court of Hamilton County, Tennessee, by a different plaintiff alleging claims under Section

and

of the Securities Act against the same defendants as in the action commenced on

November 21, 2018.

January 30, 2019,

a substantially similar putative class action complaint was filed in the Circuit Court of Hamilton County, Tennessee, by a different plaintiff alleging claims under Section

and

of the Securities Act against the same defendants as in the action commenced on

November 21, 2018,

and also alleging a claim under Section

of the Securities Act.

February 5, 2019,

a substantially similar putative class action complaint was filed in the Circuit Court of Hamilton County, Tennessee, by a different plaintiff alleging claims under Section

and

of the Securities Act against the same defendants as in the action commenced on

November 21, 2018,

and also alleging a claim under Section

of the Securities Act.

February 6, 2019,

a substantially similar putative class action complaint was filed in the Circuit Court of Hamilton County, Tennessee, by different plaintiffs alleging claims under Section

and

of the

Securities Act against the same defendants as in the action commenced on

November 21, 2018.

The complaints in all the actions listed above allege that the Company made false and misleading statements in the registration statement and prospectus filed with the SEC in connection with the IPO, and that, as a result of such alleged statements, the plaintiffs suffered damages. We believe the allegations made in the complaints are without merit and intend to defend ourselves vigorously against the complaints relating to such actions.

The Company has letters of credit of

$31.7

million outstanding as of

December

31,

2018.

The letters of credit are maintained primarily to support the Company’s insurance program.

The Company had cancelable commitments outstanding at

December

31,

2018

to acquire revenue equipment for approximately

$162.9

million in

2019.

These purchase commitments are expected to be financed by operating leases, long-term debt, proceeds from sales of existing equipment, and cash flows from operations.