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TABLE OF CONTENTS
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Table of Contents

As filed with the Securities and Exchange Commission on May 7, 2018.

Registration No. 333-          

 

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



FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933



U.S. Xpress Enterprises, Inc.
(Exact name of Registrant as specified in its charter)



Nevada
(State or other jurisdiction of
Incorporation or organization)
  4213
(Primary Standard Industrial
Classification Code Number)
  62-1378182
(I.R.S. Employer
Identification Number)

4080 Jenkins Road
Chattanooga, Tennessee 37421
(423) 510-3000
(Address, including zip code, and telephone number, including area code, of Registrant's principal executive offices)



Eric Fuller
President and Chief Executive Officer
U.S. Xpress Enterprises, Inc.
4080 Jenkins Road
Chattanooga, Tennessee 37421
(423) 510-3000
(Name, address, including zip code, and telephone number, including area code, of agent for service)



Copies to:

Mark A. Scudder, Esq.
Heidi Hornung-Scherr, Esq.
Scudder Law Firm, P.C., L.L.O.
411 South 13th Street, Suite 200
Lincoln, Nebraska 68508
(402) 435-3223

 

Arthur D. Robinson, Esq.
David W. Azarkh, Esq.
Simpson Thacher & Bartlett LLP
425 Lexington Avenue
New York, New York 10017
(212) 455-2000



Approximate date of commencement of proposed sale to the public:
As soon as practicable after the effective date of this Registration Statement.



                   If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 (the "Securities Act") check the following box.    o

                   If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering    o

                   If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

                   If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering    o

                   Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o   Accelerated filer o   Non-accelerated filer ý
(Do not check if a
smaller reporting company)
  Smaller reporting company o

Emerging growth company o

                   If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided to Section 7(a)(2)(B) of the Securities Act.    o


CALCULATION OF REGISTRATION FEE

       
 
Title of Each Class of Securities
to be Registered

  Proposed Maximum
Aggregate Offering Price(1)(2)

  Amount of
Registration Fee

 

Class A Common Stock, par value $0.01 per share

  $100,000,000.00   $12,450.00

 

(1)
Includes shares to be sold upon exercise of the underwriters' option to purchase additional shares. See "Underwriting."

(2)
Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(o) under the Securities Act.

                   The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

   


Table of Contents

The information in this prospectus is not complete and may be changed. We and the selling stockholders may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

Subject to Completion
Preliminary Prospectus, dated May 7, 2018

PROSPECTUS

            Shares

GRAPHIC

U.S. Xpress Enterprises, Inc.

Class A Common Stock



                This is U.S. Xpress Enterprises, Inc.'s initial public offering. We are selling            shares of our Class A common stock and the selling stockholders identified in this prospectus are selling            shares of our Class A common stock. We will not receive any proceeds from the sale of shares being sold by the selling stockholders.

                Prior to this offering, there has been no public market for our Class A common stock. We expect the public offering price to be between $            and $            per share. We intend to apply to list our Class A common stock on The New York Stock Exchange (the "NYSE") under the symbol "USX."

                Following this offering, we will have two classes of common stock outstanding: Class A common stock and Class B common stock. The rights of the holders of our Class A common stock and our Class B common stock are generally identical, except with respect to certain voting and conversion rights. Each share of Class A common stock is entitled to one vote. Each share of Class B common stock is entitled to five votes and is convertible at any time into one share of Class A common stock. See "Description of Capital Stock—Class A and Class B Common Stock—Conversion." Outstanding shares of Class B common stock will represent approximately        % of the voting power of our outstanding capital stock following this offering.

                Investing in our Class A common stock involves risks that are described in the "Risk Factors" section beginning on page 20 of this prospectus.



 
 
Per Share
 
Total
 

Public offering price

    $     $  

Underwriting discounts and commissions(1)

    $     $  

Proceeds, before expenses, to us

    $     $  

Proceeds, before expenses, to the selling stockholders

    $     $
 
(1)
See "Underwriting" for additional information regarding underwriting compensation.

                The underwriters may also exercise their option to purchase up to an additional            shares of Class A common stock from the selling stockholders at the public offering price, less underwriting discounts and commissions, for 30 days after the date of this prospectus. We will not receive any proceeds from any exercise by the underwriters of their option to purchase additional Class A common stock from the selling stockholders in this offering.

                The shares will be ready for delivery on or about                , 2018.

                Neither the Securities and Exchange Commission (the "SEC") nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.



BofA Merrill Lynch   Morgan Stanley
J.P. Morgan   Wells Fargo Securities

 

Stephens Inc.   Stifel   Wolfe Capital Markets and Advisory



   

The date of this prospectus is                , 2018.


Table of Contents

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Table of Contents

TABLE OF CONTENTS

 
  Page

PROSPECTUS SUMMARY

  1

RISK FACTORS

  20

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

  47

DIVIDEND POLICY

  50

REORGANIZATION

  51

USE OF PROCEEDS

  52

CAPITALIZATION

  53

DILUTION

  55

SELECTED CONSOLIDATED FINANCIAL DATA

  57

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

  60

INDUSTRY

  89

BUSINESS

  92

MANAGEMENT

  106

EXECUTIVE COMPENSATION

  111

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

  146

PRINCIPAL AND SELLING STOCKHOLDERS

  149

DESCRIPTION OF CAPITAL STOCK

  151

SHARES ELIGIBLE FOR FUTURE SALE

  159

MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS FOR NON-U.S. HOLDERS OF COMMON STOCK

  162

UNDERWRITING

  166

LEGAL MATTERS

  175

EXPERTS

  175

WHERE YOU CAN FIND ADDITIONAL INFORMATION

  175

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

  F-1



              You should rely only on the information contained in this prospectus or in any free writing prospectus that we authorize to be distributed to you. None of we, the selling stockholders or the underwriters have authorized anyone to provide any information or to make any representations other than those contained in this prospectus or in any free writing prospectuses we have prepared. We, the selling stockholders and the underwriters take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. This prospectus is an offer to sell only the shares of Class A common stock offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. You should assume that the information appearing in this prospectus is accurate only as of the date on the front cover of this prospectus and the information in any free writing prospectus that we may provide you in connection with this offering is accurate only as of the date of such free writing prospectus.

              Persons who come into possession of this prospectus and any such free writing prospectus in jurisdictions outside the United States are required to inform themselves about and to observe any restrictions as to this offering and the distribution of this prospectus and any such free writing prospectus applicable to that jurisdiction.

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ABOUT THIS PROSPECTUS

              In this prospectus, unless the context otherwise requires, "U.S. Xpress," "the Company," "us," "we" and "our" refers to U.S. Xpress Enterprises, Inc., a Nevada corporation, together with its consolidated subsidiaries.

              In this prospectus, we refer to our Class A common stock, par value $0.01 per share, and our Class B common stock, par value $0.01 per share, as our Class A common stock and our Class B common stock, respectively, and, together, as our common stock. Unless otherwise indicated, all references to our common stock refer to our common stock as in effect at the time of the completion of this offering.

              This prospectus contains references to 2017, 2016, 2015, 2014 and 2013 which represent our fiscal years ended December 31, 2017, 2016, 2015, 2014 and 2013, respectively.


NON-GAAP FINANCIAL MEASURES

              In addition to our net income determined in accordance with U.S. generally accepted accounting principles ("GAAP"), we evaluate operating performance using certain non-GAAP measures, including Adjusted EBITDA and Adjusted Operating Ratio (on both a consolidated and segment basis). Management believes the use of non-GAAP measures assists investors and securities analysts in understanding the ongoing operating performance of our business by allowing more effective comparison between periods. The non-GAAP information provided is used by our management and may not be comparable to similar measures disclosed by other companies, because of differing methods used by other companies in calculating Adjusted EBITDA and Adjusted Operating Ratio. Our presentation of industry Adjusted Operating Ratio, however, is based upon total operating expenses, net of fuel surcharges and excluding gains and losses from fuel purchase arrangements, as a percentage of revenue, excluding fuel surcharge revenue and derived from publicly available information. The non-GAAP measures used herein have limitations as analytical tools, and you should not consider them in isolation or as substitutes for analysis of our results as reported under GAAP. Management compensates for these limitations by relying primarily on GAAP results and using non-GAAP financial measures on a supplemental basis.

              For definitions of Adjusted EBITDA and Adjusted Operating Ratio and reconciliations of those measures to the most directly comparable GAAP measures, see "Prospectus Summary—Summary Consolidated Financial Data."


MARKET, INDUSTRY AND OTHER DATA

              This prospectus includes market and industry data that we obtained from industry publications, surveys, public filings and internal company sources. As noted in this prospectus, American Trucking Associations, Inc., or the "ATA," Federal Reserve Bank of St. Louis, Bureau of Labor Statistics, FTR Transportation Intelligence and Bloomberg were the primary sources for third-party industry data and forecasts. Industry publications, surveys and forecasts generally state that the information contained therein has been obtained from sources believed to be reliable, but there can be no assurance as to the accuracy or completeness of included information. We have not independently verified any of the data from third-party sources, nor have we ascertained the underlying economic assumptions relied upon therein. Statements as to our market position and ranking are based on market data currently available to us, management's estimates and assumptions we have made regarding the size of our markets within our industry. While we are not aware of any misstatements regarding our industry data presented herein, our estimates involve risks and uncertainties and are subject to change based on various factors, including those discussed under the heading "Risk Factors" in this prospectus. Neither we nor the underwriters can guarantee the accuracy or completeness of such information contained in this prospectus.

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TRADEMARKS, SERVICE MARKS AND TRADE NAMES

              Solely for convenience, the trademarks, service marks, logos and trade names referred to in this prospectus are without the ® and ™ symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights to these trademarks, service marks and trade names. This prospectus contains additional trademarks, service marks and trade names of others, which, to our knowledge, are the property of their respective owners. We do not intend our use or display of other parties' trademarks, trade names or service marks to imply, and such use or display should not be construed to imply, a relationship with, or endorsement or sponsorship of us by, these other parties.


GLOSSARY OF TRUCKING AND OTHER TERMS

              As used in this prospectus:

              "Adjusted Operating Ratio," which is a non-GAAP measure, means operating expenses, net of fuel surcharge revenue and fuel purchase arrangements, expressed as a percentage of revenue, before fuel surcharge. See "Summary—Summary Consolidated Financial Data" for a reconciliation to the most directly comparable GAAP measure.

              "Automatic Onboard Recording Device" or "AOBRD", an electronic or mechanical device that is integrally synchronized with the operations of the commercial vehicle in which it is installed, is capable of recording a driver's duty status information accurately and automatically and meets the requirements of 49 CFR 395.15.

              "Brokering" or "Brokerage" means contracting with third-party trucking companies to haul our customer's freight under third-party authority.

              "Company tractors" means tractors owned or leased by the Company.

              "CSA" means the Federal Motor Carrier Safety Administration's (the "FMCSA") Compliance, Safety, Accountability initiative, which ranks fleets based on multiple categories of safety-related data in its online Safety Measurement System.

              "C-TPAT " means the Customs-Trade Partnership Against Terrorism, a program designed to improve cross-border security between the United States and Canada and the United States and Mexico. Carrier members of the C-TPAT are entitled to shorter border delays and other priorities over non-member carriers.

              "Dedicated contract" means a contract in which we have agreed to dedicate certain truck and trailer capacity for use by a specific customer. Dedicated contracts generally are for multi-year terms and often have predictable routes and revenue.

              "Electronic Logging Device" or "ELD" means a device or technology that automatically records a driver's driving time, facilitates the accurate recording of the driver's hours-of-service and meets the requirements of 49 CFR 395 subpart B.

              "Empty miles" means miles driven without revenue generation for us such as the miles driven between the delivery of a load and the pickup of the next load.

              "For-hire carrier" means a carrier available to shippers for hire.

              "Fuel surcharge" means fees that are charged to a customer by a shipping company to pass through the costs of fuel in excess of a predetermined cost per gallon base (generally based on the average price of fuel in the United States as determined by the Department of Energy). The majority of our customers pay a fuel surcharge.

              "Fuel surcharge revenue" means revenue generated by us attributable to fuel surcharges.

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              "Independent contractor" means a trucking business with whom we contract to move freight utilizing our operating authority, and often our trailers. The driver of an independent contractor truck may be the owner or an employee of the associated independent contractor trucking business. Independent contractors are generally compensated on a percentage of revenue or per mile basis and must pay their own operating expenses, such as fuel, maintenance, the truck's physical damage insurance and driver costs, and must meet our specified standards with respect to safety.

              "Less-than-truckload carriers" means carriers that pick up and deliver multiple shipments, each typically weighing less than 10,000 pounds, for multiple customers in a single trailer.

              "Loads" is used to refer to requests from our customers for services.

              "New Mountain Lake" means New Mountain Lake Holdings, LLC.

              "Operating ratio" means operating expenses expressed as a percentage of revenue.

              "Over-the-road" or "OTR" means truckload transportation of freight involving irregular routes, customers and schedules, and is generally associated with a longer length of haul than shipments in our dedicated contract service offering.

              "Private fleet" means the tractors and trailers owned or leased, and operated, by a shipper to transport its own goods.

              "Restricted Stock" means restricted stock that may be issued by the Company after this offering and restricted membership units issued by New Mountain Lake prior to this offering.

              "Revenue per tractor per week" means the revenue (excluding fuel surcharge) that a truck, available to work, generates (on average) over a week.

              "Spot" means the short-term engagement of a carrier for transportation services (often for a single shipment and outside a contractual arrangement) and is generally associated with higher than average freight rates during periods of tight capacity and lower than average freight rates during periods of excess capacity.

              "Team" means two drivers occupying a single truck who alternate between driving and non-driving time (such as time spent sleeping and resting) in order to expedite the shipment and maximize the overall production of the truck by decreasing idle time in transit to its destination.

              "Third-party carrier" means a carrier with its own operating authority that may be utilized to provide transportation services for customers by our Brokerage segment.

              "Total miles" means both empty miles and revenue-generating miles.

              "Tractor" or "Truck" means a vehicle with the ability to tow a trailer, generally by the use of the fifth wheel mounted over the tractor's drive axle. Our truck fleet is mostly comprised of Class 8 tractors, which are generally over 33,000 pounds in gross vehicle weight rating.

              "Trailer" means an enclosed 53-foot trailer that carries general cargo, including food and other products.

              "Truckload carrier" means a carrier that generally dedicates an entire trailer to one customer from origin to destination.

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PROSPECTUS SUMMARY

              This summary highlights significant aspects of our business and this offering, but it is not complete and does not contain all of the information that you should consider before making your investment decision. You should carefully read this entire prospectus, including the information presented under the section entitled "Risk Factors" and the historical consolidated financial data and related notes included elsewhere in this prospectus, before making an investment decision. This summary contains forward-looking statements that involve risks and uncertainties. Our actual results may differ significantly from the results discussed in the forward-looking statements due to certain factors, including those set forth in "Risk Factors" and "Cautionary Statement Regarding Forward-Looking Statements."

Our Company

              We are the fifth largest asset-based truckload carrier in the United States by revenue, generating over $1.5 billion in total operating revenue in 2017. We provide services primarily throughout the United States, with a focus in the densely populated and economically diverse eastern half of the United States. We offer customers a broad portfolio of services using our own truckload fleet and third-party carriers through our non-asset-based truck brokerage network. As of March 31, 2018, our fleet consisted of approximately 6,800 tractors and approximately 16,000 trailers, including approximately 1,300 tractors provided by independent contractors. All of our tractors have been equipped with electronic logs since 2012, and our systems and network are engineered for compliance with the recent federal electronic log mandate. Our terminal network and information technology infrastructure are established and capable of handling significantly larger volumes without meaningful additional investment.

              For much of our history, we focused primarily on scaling our fleet and expanding our service offerings to support sustainable, multi-faceted relationships with customers. More recently, we have focused on our core service offerings and refined our network to focus on shorter, more profitable lanes with more density, which we believe are more attractive to drivers. Over the last three years, we have recruited and developed new executive and operational management teams with significant industry experience and instilled a new culture of professional management. These changes, which are ongoing, helped us to maintain relatively stable profitability during the weak truckload market of 2016 and early 2017 and drive significant improvements to profitability during the strong truckload market beginning in the second half of 2017. This momentum was reflected in our first quarter of 2018, which produced a 300 basis point improvement in our operating ratio, compared to our first quarter of 2017, and a 330 basis point improvement in our Adjusted Operating Ratio for the same period. For the definition of Adjusted Operating Ratio and a reconciliation to the most directly comparable GAAP measure, see "—Summary Consolidated Financial Data."

              The truckload market is cyclical and it is currently experiencing increases in volumes and rates, primarily due to tightening driver supply coupled with increasing industrial and retail freight demand. According to FTR Transportation Intelligence, truckload rates (excluding fuel surcharge) in the first quarter of 2018 were 14.4% higher than rates in the first quarter of 2017. We believe the current truckload market presents us with an opportunity to take advantage of rising rates across all of our service offerings, while continuing to benefit from our operational initiatives. We believe our scale, management team and continued roll-out of tactical operational improvements, as well as our mix of over-the-road, dedicated and brokerage services, position us for long-term success in our industry.

              We maintain a diverse, long-standing customer base that includes many Fortune 500 companies, including Amazon, Dollar General, Dollar Tree, FedEx, Home Depot, Kroger, Procter & Gamble, Target, Tractor Supply and Walmart. Our customers fall within a broad spectrum of geographies and end markets, including retail, food and beverage, e-commerce and packages, manufacturing and

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consumer products. No other category comprised more than five percent of the end markets we served at March 31, 2018. Relationships with our top ten customers exceed ten years on average.

              We organize our service offerings into two reportable segments, Truckload and Brokerage. The Truckload segment offers asset-based truckload services, including the OTR and dedicated contract services described below. Our Brokerage segment is principally engaged in non-asset-based freight brokerage services. We believe many customers seek truckload operators that offer both asset-based and non-asset-based services to help ensure capacity will be available as needed. We believe that each of our service offerings, on a stand-alone revenue basis, would represent one of the largest participants in its respective market.

              Below is a brief overview of our service offerings:

GRAPHIC


(1)
Based on revenue, before fuel surcharge. Approximately 1% of revenue is attributable to detention and other ancillary services.

Our Transformation

              Over the last three years, we have improved our operating performance through the following areas of focus:

    Leadership and Culture.

    We appointed Eric Fuller as President in 2015 and Chief Executive Officer in 2017. Under his leadership, we launched a program to identify and attract talent with deep industry knowledge at the executive and operational management levels, ultimately replacing 61 of our 94 executives and senior managers with a combination of external hires from our peers and internal promotions of high achievers.

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      We have reconfigured our daily operations to hold our employees accountable for operational metrics over which they have direct control, and we have designed our incentive compensation plan to reward achievement of those metrics. We believe we have the team and culture in place to execute on our performance and profitability initiatives.

      The results of our new leadership team and operational reconfiguration are ongoing, and we believe the impact has been reflected in our peer comparisons over the last three years.

    Asset Optimization.

    In 2015, we began to redesign our fleet renewal and maintenance programs with the goal of improving reliability, reducing downtime for all tractors and reducing maintenance costs on the older tractors in our fleet. These initiatives, among others, were intended to improve the quality of our assets by purchasing, maintaining and trading our tractors in a manner designed to optimize life cycle costs.

    In addition, in early 2016 we began enhancing our asset utilization by analyzing our consolidated Truckload and Brokerage freight demand using optimization software, allocating the most profitable freight to our Truckload assets and outsourcing the remainder to third-party carriers. With more loads to choose from, we have more options for improving the pricing and miles on our company tractor and trailer assets.

    Focus on Front-line Tactics.  Tactical execution is critical to our success. Beginning in early 2017, we started making significant changes to our operational infrastructure in order to focus on and measure our frontline tactical execution. The initiatives below are ongoing, and we believe the early results of our load planning, fleet management and customer service initiatives have begun to be reflected in our operating metrics.

    Load Planning Initiative.    During 2017, we shifted from a load planning strategy based on minimizing empty miles to one that maximizes utilization of our drivers' available hours. We believe the focus on drivers' hours more effectively utilizes our scarcest resource and improves driver satisfaction. Following this change, miles per seated tractor per week and driver turnover rate both improved.

    Fleet Management Initiative.    In October 2017, we initiated a fleet management pilot program on 250 tractors in which our fleet managers emphasize proactive interactions with drivers to anticipate and fix issues such as home time planning and load scheduling. Inbound driver calls declined and driver turnover decreased, resulting in more time for our managers to proactively solve problems, thereby improving our efficiency and utilization. We have seen similar results as we continue to roll out this program to the rest of our fleet, which we expect to complete during 2018.

    Customer Service Initiative.    In January 2018, we redesigned our customer service around regional specialists to drive deeper knowledge of specific markets. Under this new structure, experts in managing freight flows in and out of their respective regions become key points of contact with customers and arrange load pickup and delivery to meet available service hours for our drivers. We believe this service model will contribute to improved equipment utilization, driver satisfaction and network balance.

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              The following chart depicts the cumulative nature of the changes to our business.

GRAPHIC

              We believe the transformation of business practices described above has been instrumental in (i) maintaining a relatively steady Adjusted Operating Ratio during the negative freight markets of 2016 and early 2017 and (ii) contributing to recent improvements in our Adjusted Operating Ratio. The chart below reflects our recent improvement in Adjusted Operating Ratio, which we attribute to the cumulative effect of our operational initiatives, together with an improved freight market. Our Adjusted Operating Ratio improved year-over-year, 330 basis points during the first quarter of 2018.

              The chart below also reflects the meaningful narrowing of the gap between our Adjusted Operating Ratio and the average Adjusted Operating Ratio of a group of publicly traded truckload companies. We attribute the narrowing of the gap in substantial part to our ongoing transformation, which has contributed to greater asset productivity of our tractor fleet. For the past two quarters, our increase in average revenue per loaded mile was strong. Notably, we also generated year-over-year increases in average miles per tractor and seated tractor count in the fourth quarter of 2017 and the first quarter of 2018, while most of the truckload companies included in the chart below announced a decrease in similar metrics.

GRAPHIC


(1)
The group of publicly traded truckload companies includes Werner Enterprises, Inc., Schneider National, Inc., Swift Transportation Company (prior to 2017, the year of its merger with Knight Transportation, Inc.), Covenant Transportation Group, Inc., USA Truck, Inc., Marten Transport, Ltd., Knight Transportation, Inc. (prior to 2017, the year of its merger with Swift Transportation Company) and Heartland Express, Inc. Adjusted Operating Ratio for these

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    truckload companies is based upon total operating expenses, net of fuel surcharges and excluding gains and losses from fuel purchase arrangements, as a percentage of revenue, excluding fuel surcharge revenue and derived from publicly available information. See "Non-GAAP Financial Measures" and "—Summary Consolidated Financial Data" for a definition of our Adjusted Operating Ratio and a reconciliation of our Adjusted Operating Ratio to the most directly comparable GAAP measure.

              We believe this positive momentum and improvement in operating margin demonstrates our ability to increase our profitability as we continue to improve our operations and take advantage of the current favorable truckload market environment.

Truckload Market

              The transportation and logistics industry in which we operate is one of the largest industries in the United States, accounting for approximately 3.3% of U.S. gross domestic product ("GDP") in the fourth quarter of 2017. The U.S. trucking industry sub-segment, including both for-hire carriers and private fleets, generated approximately $720 billion in revenue in 2017 and is forecasted to grow at a compound annual growth rate ("CAGR") of 5.4% from 2017 to 2023 according to ATA. The for-hire truckload sector, in which we most directly compete, generated approximately $330 billion in revenue during 2017. According to ATA, in 2017, the truckload sector was responsible for handling 70.7% of the freight transported in the United States, representing an industry 53.6 times the size of the domestic intermodal market. The truckload industry included over 520,000 carriers in 2016, with over 97% of all trucking companies operating 20 or fewer tractors. We believe large truckload carriers, like us, have a competitive advantage in meeting the demands of major shippers.

Cyclicality

              Our industry is cyclical and subject to changes in supply (available hours of qualified drivers seated in tractors) and demand (truckload freight tendered by shippers). The balance between supply and demand over time is reflected in spot market and contract market data with OTR freight being more subject to market cycles and dedicated contract freight being less susceptible to market cycles. The market cycles since the first quarter of 2009 are indicated by the chart below.

FTR Transportation Intelligence Total Truckload Rates Index (Excluding Fuel Surcharge Revenue)
Seasonally Adjusted to 100 in Q1-2008 - Q1-2009 to Q1-2018

GRAPHIC


Source: FTR Transportation Intelligence

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Demand

              Demand for freight moves is primarily driven by GDP growth, industrial production and retail demand. There are several data points that demonstrate the current strength of demand for freight, including U.S. GDP growth of 2.3% in the first quarter of 2018, the manufacturing Purchasing Managers' Index ("PMI") registering 57.3% in April 2018, representing the 20th consecutive month of manufacturing expansion, and a year-over-year increase in U.S. retail demand of approximately 4% from 2016 to 2017. We believe certain truckload volumes, including expedited, are also positioned to benefit from secular trends in e-commerce retail, for which retail value is expected to grow at a CAGR of approximately 15% from 2018 to 2022. Similarly, the ATA's truck tonnage index showed 3.7% year-over-year growth for 2017, the largest annual gain since 2013. The following chart reflects the long-term increase in truck tonnage over time.

ATA Truck Tonnage Index (seasonally adjusted)
Q1-2002 to Q4-2017

GRAPHIC


Source ATA, Federal Reserve Bank of St Louis

Supply

              Truckload supply consists of seated tractor availability, which is primarily driven by the number of qualified truck drivers working legal hours as determined by hours-of-service regulations. The entire trucking industry is currently seeing a shortage of drivers, primarily the result of low unemployment, retirement of experienced drivers and increased job competition from construction and manufacturing jobs that require less time away from home. In 2017, the ATA estimated a shortfall of 50,000 drivers and projects that the shortage could increase to 174,000 by 2026, limiting truckload carriers' ability to increase fleet capacity in the future and raising costs. The following chart reflects the long-term decrease of unemployment rate in the U.S. reaching 4.1% in the first quarter of 2018, as per the Bureau of Labor Statistics.

Quarterly Unemployment Rate in the U.S.
Q1-2002 to Q1-2018

GRAPHIC


Source Bloomberg, Bureau of Labor Statistics

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              Pressure on truckload supply has been exacerbated by increased regulatory constraints. In particular, in December 2017, a federal safety rule requiring drivers to track their hours behind the wheel with ELDs became effective. Most of the large truckload carriers, including us, have been using electronic logs for many years and have adapted their freight patterns, driver assignments and pricing to conform to levels of utilization consistent with the ELD mandate, which began to be enforced in April 2018. Many industry observers believe that enforcement of the ELD mandate will reduce the miles driven by certain historically non-compliant carriers, which are predominantly smaller operators. This dynamic is expected to further constrain capacity and encourage a level playing field for carriers that previously offered lower rates to customers and covered their costs and compensated their drivers by operating excessive miles.

Current Environment

              The combination of tighter supply and increased demand has contributed to a recent improvement in the pricing environment. We believe the improved pricing environment reflects the impact of economic expansion, low unemployment and the expectation of a more level playing field for driver hours-of-service brought on by enforcement of the ELD mandate.

Our Competitive Strengths

              We believe the following competitive strengths provide us with a strong foundation to improve our profitability and stockholder value:

Industry leading truckload operator with significant scale

              As the fifth largest asset-based truckload carrier in the United States in 2017 by total operating revenue, we believe our large scale provides us with significant benefits. These benefits include economies of scale on major expenditures such as tractors, trailers and fuel, as well as our overall infrastructure. Additionally, we can offer an enhanced value proposition for large customers who seek efficiency in sourcing capacity from a limited number of carriers and flexible capacity to accommodate seasonal surge volumes. Our established and well-maintained terminal network and information technology infrastructure are capable of handling meaningfully larger volumes without meaningful additional investment.

Complementary mix of services to afford flexibility and stability throughout economic cycles

              Our service offerings have unique characteristics and are subject to differing market forces, which we believe allows us to respond effectively through economic cycles.

OTR

              OTR business involves short-term customer contracts without pricing or volume guarantees that allow us to benefit from periods of supply and demand imbalance and price volatility. This is the largest part of our business and the overall truckload market, which is currently benefiting from strength in pricing and volumes described under "—Truckload Market."

Dedicated

              Dedicated business features committed rates, lanes and volumes under contracts that generally afford us greater revenue predictability over the contract period and help smooth the impact of market cycles. Additionally, our dedicated contract service offering generally has higher driver retention rates than our OTR service offering, which we believe is because our professional drivers prefer the more predictable time at home that dedicated routes offer. In addition, this increased visibility allows us to commit and invest fleet resources with a more predictable return profile.

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Brokerage

              Brokerage capacity allows us to aggregate volume and to flex the amount allocated to our own fleet with freight cycles. Typically, we allocate more loads to our OTR fleet during slow freight demand to keep our assets productive, and more loads to third-party carriers during higher freight demand to maintain control over customer freight and make a margin on outsourcing the moves. By retaining control over significantly more freight than we are able to serve with our own assets, and allocating the available loads first to our own tractors, we have more choices for optimizing the utilization and pricing of our fleet every day and throughout market cycles.

Long-standing, diverse and resilient customer base

              We maintain a long-standing customer base that includes many Fortune 500 companies with national footprints, including Amazon, Dollar General, Dollar Tree, FedEx, Home Depot, Kroger, Procter & Gamble, Target, Tractor Supply and Walmart. As of March 31, 2018, relationships with our top ten customers exceeded ten years on average. Our portfolio of blue-chip customers allows us to benefit from the less cyclical and more-stable demand from grocery and dollar stores in addition to increasing demand due to secular growth trends in end-markets such as e-commerce. We also benefit from significant cross-selling opportunities among large key customers, as all of our top ten customers use at least two of our three service offerings, which allows us to have multiple points of contact with our customers and take advantage of varying bid cycles. Certain of our customers have recently recognized our commitment to service with the following awards: Procter & Gamble 2017 Carrier of the Year, Dollar General Dedicated Carrier of the Year, Whirlpool Dedicated Carrier of the Year and FedEx Ground Superior Peak Performance Award.

Modern fleet and maintenance system designed to optimize life cycle investment and minimize operating costs

              Our fleet represents our largest capital investment, a visible representation of our brand for customers and drivers and a large portion of our controllable costs. We select, maintain and dispose of our fleet based on rigorous analysis of our investments and operating costs.

              Our modern and well-maintained fleet consisted of approximately 5,500 company tractors with an average age of approximately 2.5 years and approximately 16,000 trailers at March 31, 2018. We also contracted for approximately 1,300 tractors provided by independent contractors at March 31, 2018. We equip our tractors with carefully selected components based on initial cost, maintenance requirements, warranty coverage, safety and efficiency advantages, driver preference and resale value. Our company tractor fleet is technologically advanced and equipped with safety and efficiency features, including using electronic logs since 2012, electronic speed limiters, automatic transmissions, lane departure and collision warning systems, air disc brakes and high performance wide brake drums and electronic roll stability. In addition, we are installing forward-facing event recorders in our company tractors, which we expect to further enhance our safety program and reduce insurance costs over time.

              Over the past several years, we have developed a disciplined and effective in-house maintenance program designed to actively manage these assets based on customized timetables for preventive maintenance and replacement of parts. We believe this approach, coupled with our in-house maintenance facilities and in-house technicians dedicated to fleet maintenance, helps us effectively manage our maintenance cost per mile, keeps drivers on the road efficiently and creates an attractive asset and record for resale.

Motivated management team focused on tactical execution and leadership in the truckload market

              Our management and operations team has been carefully assembled to obtain a mix of industry veterans from successful competitors and high-performing internal candidates, all of whom are motivated to perform in our transparent, metric-driven environment. Our President and Chief

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Executive Officer, Eric Fuller, has over 18 years of experience at U.S. Xpress and has been responsible for developing the team and spearheading our transformation program over the last three years. Our management team's compensation and ownership of our common stock provide further incentive to improve business performance and profitability. In addition, with active positions in industry associations, such as the ATA, our management team provides us with a key role in the discussions that we believe are shaping the future of the industry. We believe our leadership team is well-positioned to execute our strategy and remains a key driver of our financial and operational success.

Our Strategies

              We believe we possess the scale, infrastructure and service offerings to compete effectively in our markets. We believe our opportunity for further improvement is significant, and our strategies are designed to enhance stockholder value.

Complete the implementation of our tactical initiatives and pursue additional strategic initiatives through technology

    Fine-tune our Load Planning Initiative to maximize use of drivers' hours-of-service

    Roll out our Fleet Management Initiative from pilot stage to the rest of our fleet over the remainder of 2018

    Continue to develop regional freight market balance and density through our Customer Service Initiative

    Access additional cost saving opportunities as a result of more efficient workflow environments

    Continue developing a graph database platform that uses real-time information and machine learning to enhance load planning capabilities

Grow profitably as appropriate to the market cycle

    Continue to leverage our service mix to manage through all market cycles

    Grow our revenue base prudently with a focus on dedicated contract service and brokerage by cross-selling our services with existing customers and pursuing new customer opportunities

    Maximize profitability for new freight across OTR and brokerage operations by selectively allocating freight to company assets

    Seek favorable dedicated service contracts and brokerage freight to manage

    Capitalize on current favorable truckload environment

    Continue to secure rate increases in all of our service offerings

    Strategically expand our fleet based on expected profitability and driver availability, including through our company-sponsored independent contractor lease program (which has grown from zero drivers in the second quarter of 2017 to approximately 485 drivers at March 31, 2018)

    Leverage current market conditions to accelerate timeline for enhancement of network

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Capitalize on technological change and developments

    Use our scale and relationships to gain early access to technological advances and evaluate the costs and benefits

    Pursue artificial intelligence to accommodate individual drivers' preferences with the goal of improving driver satisfaction and retention

    Apply data analytics across the billions of dollars of freight spend we see every year to capture and optimize the execution of our customers' loads and our network

    Partner with manufacturers to test, evaluate and refine electric, autonomous and other advanced vehicle technology

    Pursue blockchain technology to secure supply chains and our information

Maintain flexibility through long-term enterprise planning and conservative financial policies

    Maximize our free cash flow generation by managing expenses, taxes and capital expenditures

    Prioritize growth in dedicated contract services, which offers more predictable revenue streams and greater asset productivity

    Prioritize growth in brokerage, which requires limited capital investment and affords network-balancing freight volumes

    Monitor capital allocation to improve long-term return on invested capital

    Maintain a conservative leverage profile after this offering

Credit Facility Refinancing

              In connection with, and contingent upon, this offering, we intend to enter into a new revolving credit facility (the "New Revolver") and a new term loan credit agreement (the "New Term Loan" and, together with the New Revolver, the "New Credit Facilities") to refinance our existing term loan and our existing revolver. However, there are no assurances that we will enter into the New Credit Facilities on the terms described in this prospectus or at all. See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Sources of Liquidity After this Offering—New Credit Facilities."

Risks Related to Our Business and This Offering

              Investing in our Class A common stock involves a high degree of risk. Before you invest in our Class A common stock, you should carefully consider all the information in this prospectus, including matters set forth in the section entitled "Risk Factors." If any of these risks actually occur, our business, financial condition and results of operations may be materially adversely affected. In such case, the trading price of our Class A common stock may decline and you may lose part or all of your investment. The primary risks to our business include, but are not limited to, the following:

    our ability to attract and retain qualified drivers, including independent contractors, which could materially adversely affect our profitability and ability to maintain or grow our fleet, and may require us to incur additional costs, such as increases in driver compensation;

    general economic, business and regulatory factors affecting the truckload industry that are largely beyond our control, any of which could have a material adverse effect on our results of operations;

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    we have a history of net losses;

    we may not be successful in achieving our business strategies;

    we operate in a highly competitive and fragmented industry, and numerous competitive factors could impair our ability to improve our profitability and materially adversely affect our results of operations;

    we retain high deductibles on a significant portion of our claims exposure, which could significantly increase the volatility of, and decrease the amount of, our earnings, and materially adversely affect our results of operations; and

    if the independent contractors we contract with are deemed by regulators or judicial process to be employees, our business, financial condition and results of operations could be materially adversely affected.

Corporate Information

              Our principal executive offices are located at 4080 Jenkins Road, Chattanooga, TN 37421, and our telephone number at that address is (423) 510-3000. Our website is located at https://www.usxpress.com. The reference to our website is intended to be an inactive textual reference only. Our website and the information contained on, or that can be accessed through, our website will not be deemed to be incorporated by reference in, and are not considered part of, this prospectus. You should not rely on our website or any such information in making your decision whether to purchase shares of our Class A common stock.

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The Offering

Class A common stock offered

   

Class A common stock offered by us

 

            shares.

Class A common stock offered by the selling stockholders

 

            shares.

Option to purchase additional shares of Class A common stock from the selling stockholders

 

The underwriters have the option for 30 days following the date of this prospectus to purchase up to an additional             shares of Class A common stock from the selling stockholders at the initial public offering price less underwriting discounts and commissions.

Selling stockholders

 

The selling stockholders identified in "Principal and Selling Stockholders."

Class A common stock to be outstanding after this offering

 

            shares, representing a            % voting interest (or a            % voting interest, if the underwriters exercise in full their option to purchase additional shares of Class A common stock from the selling stockholders).

Class B common stock to be outstanding after this offering

 

            shares, representing a            % voting interest.

Voting rights

 

Shares of Class A common stock are entitled to one vote per share.

 

Shares of Class B common stock are entitled to five votes per share.

 

Holders of our Class A common stock and Class B common stock will generally vote together as a single class, unless otherwise required by law or in our Articles of Incorporation (as defined below). After this offering, certain members of the Fuller and Quinn families (or trusts for the benefit of any of them or entities owned by any of them) will control almost            % of the voting power of our outstanding capital stock, will continue to hold all of our Class B common stock and will effectively control all matters submitted to our stockholders for a vote. See "Description of Capital Stock."

Use of proceeds

 

We estimate that the net proceeds we will receive from selling Class A common stock in this offering will be approximately $             million, after deducting underwriting discounts and commissions and estimated offering expenses payable by us, based on an assumed public offering price of $    per share, the mid point of the price range set forth on the cover page of this prospectus.

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We expect to use the net proceeds from this offering as follows: (a) approximately $             million to repay (i) our existing term loan facility, (ii) borrowings outstanding under our existing revolving credit facility and (iii) the 2007 Restated Term Note, which is held in part by certain related parties, (b) approximately $              million for fees and expenses incurred in connection with this offering and (c) approximately $             million for general corporate purposes, including, but not limited to, the purchase of the Tunnel Hill, Georgia, real estate we historically have leased from Q&F Realty, a related party. Additional proceeds, if any, will be used to increase cash on our balance sheet. We expect to use the net proceeds of the New Term Loan as follows: (a) to repay a portion of our equipment installment notes, (b) for fees and expenses incurred in connection with the entry into the New Credit Facilities and (c) for general corporate purposes, including, but not limited to, the purchase of tractors and trailers scheduled for delivery in 2018. See "Use of Proceeds."

 

We will not receive any proceeds from the sale of shares by the selling stockholders but have agreed to pay certain offering expenses for the selling stockholders in connection with the sale.

Reorganization

 

Immediately prior to the effectiveness of the registration statement, of which this prospectus is a part, we expect to complete a series of reorganization transactions pursuant to which New Mountain Lake will merge with and into U.S. Xpress Enterprises, Inc., with U.S. Xpress Enterprises, Inc. continuing as the surviving corporation. New Mountain Lake currently owns all of the issued and outstanding stock of U.S. Xpress Enterprises, Inc. In connection with the Reorganization (as defined below), we expect that the issued and outstanding membership units of New Mountain Lake outstanding immediately prior to the Reorganization will be converted into and exchanged for U.S. Xpress Enterprises, Inc. capital stock. Specifically, we expect to provide for the issuance of            shares of Class A common stock for each Class B non-voting membership unit in New Mountain Lake and            shares of Class B common stock for each Class A voting membership unit in New Mountain Lake. See "Reorganization."

Dividend policy

 

We currently intend to retain all available funds and any future earnings for use in the development and expansion of our business, the repayment of debt and for general corporate purposes. Any future determination to pay dividends and other distributions will be at the discretion of our Board of Directors. Such determinations will depend on then-existing conditions, including our financial condition and result of operations, contractual restrictions, including restrictive covenants contained in our financing agreements, capital requirements and other factors that our Board of Directors may deem relevant. In addition, we expect that our New Credit Facilities will contain covenants that will restrict our ability to pay cash dividends. See "Dividend Policy."

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Risk factors

 

Investing in shares of our Class A common stock involves a high degree of risk. See "Risk Factors" beginning on page 20 and the other information included in this prospectus for a discussion of factors you should carefully consider before deciding to invest in our Class A common stock.

Proposed NYSE trading symbol

 

"USX"

              The number of shares of common stock to be outstanding after this offering is based on                        shares of our common stock outstanding immediately prior to the closing of this offering, and excludes:

                shares of Class A common stock issuable upon conversion of our Class B common stock that will be outstanding after this offering;

                shares of Class A common stock reserved as of the closing date of this offering for future issuance under our 2018 Omnibus Incentive Plan (the "Incentive Plan"); and

                shares of Class A common stock reserved as of the closing date of this offering for future issuance under our Employee Stock Purchase Plan (the "ESPP").

              With the exception of historical financial data and unless otherwise indicated, all information in this prospectus assumes:

    an initial public offering price of $            per share, the mid point of the price range set forth in the cover page of this prospectus;

    the underwriters will not exercise their option to purchase up to an additional            shares of our Class A common stock from the selling stockholders; and

    that the Reorganization has been consummated.

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SUMMARY CONSOLIDATED FINANCIAL DATA

              The following tables present our summary consolidated financial and other data as of the dates and for the periods presented. The statements of comprehensive income (loss) and cash flows data for the years ended December 31, 2017, 2016 and 2015 have been derived from our audited consolidated financial statements included elsewhere in this prospectus. The consolidated balance sheet data as of March 31, 2018 and the statements of comprehensive income (loss) and cash flows data for the three months ended March 31, 2018 and 2017 have been derived from our unaudited condensed consolidated financial statements included elsewhere in this prospectus. Our unaudited condensed consolidated financial statements have been prepared on the same basis as our audited consolidated financial statements and, in the opinion of management, such unaudited consolidated financial statements reflect all adjustments, consisting only of normal and recurring adjustments, necessary for a fair statement of the results for those periods. The results of operations for the interim periods presented herein are not necessarily indicative of the results to be expected for the full year or any future period.

              The summary consolidated financial and other data set forth below should be read in conjunction with the information included under the headings "Use of Proceeds," "Capitalization," "Selected Consolidated Financial Data" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" and the financial statements and related notes included elsewhere in this prospectus.

 
  Year Ended December 31,   Three Months Ended
March 31,
 
 
  2017   2016   2015   2018   2017  
 
  (in thousands, except share data and operating data)
 

Consolidated Statements of Comprehensive Income Data:

                               

Operating revenue:

                               

Revenue, before fuel surcharge

  $ 1,417,173   $ 1,348,023   $ 1,396,435   $ 382,858   $ 331,842  

Fuel surcharge

    138,212     103,182     144,668     42,850     31,834  

Total operating revenue

    1,555,385     1,451,205     1,541,103     425,708     363,676  

Operating expenses:

                               

Salaries, wages, and benefits(1)

    543,735     510,599     508,760     132,924     130,251  

Fuel and fuel taxes

    219,515     186,257     227,410     58,389     50,468  

Vehicle rents

    74,377     109,466     102,864     20,022     25,395  

Depreciation and amortization, net of (gain) loss on sale of property

    93,369     71,597     74,452     24,706     19,248  

Purchased transportation

    308,624     275,691     304,344     101,776     69,025  

Operating expenses and supplies

    126,700     124,102     127,535     29,791     31,372  

Insurance premiums and claims

    77,430     69,722     74,212     20,170     17,442  

Operating taxes and licenses

    13,769     13,432     13,558     3,401     3,367  

Communications and utilities

    7,683     8,604     8,394     2,466     1,968  

General and other operating expenses(2)

    61,575     54,004     51,961     17,209     13,212  

Total operating expenses

    1,526,777     1,423,474     1,493,490     410,854     361,748  

Income from operations

    28,608     27,731     47,613     14,854     1,928  

Other expenses (income):

                               

Interest expense, net

    49,758     48,178     47,809     12,658     10,518  

Gain on sale of subsidiary(3)

    (1,026 )       (6,871 )        

Equity in loss (income) of affiliated companies(4)

    1,350     3,202     1,580     296     343  

Other, net

    (350 )   773     612     (75 )   (592 )

Total other expenses

    49,732     52,153     43,130     12,879     10,269  

(Loss) income before income tax (benefit) provision

    (21,124 )   (24,422 )   4,483     1,975     (8,341 )

Income tax (benefit) provision

    (17,187 )   (8,448 )   (209 )   593     (3,934 )

Net (loss) income

    (3,937 )   (15,974 )   4,692     1,382     (4,407 )

Net income attributable to non-controlling interest(5)

    123     550     590     223     25  

Net (loss) income attributable to controlling interest

  $ (4,060 ) $ (16,524 ) $ 4,102   $ 1,159   $ (4,432 )

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  Year Ended December 31,   Three Months Ended
March 31,
 
 
  2017   2016   2015   2018   2017  
 
  (in thousands, except share data and operating data)
 

Consolidated Statements of Income Per Share Data:

                               

Basic and diluted (loss) earnings per share attributable to controlling interest

  $ (0.64 ) $ (2.59 ) $ 0.64   $ 0.18   $ (0.69 )

Basic and diluted weighted average shares outstanding

    6,385     6,385     6,385     6,385     6,385  

Unaudited pro forma basic earnings (loss) per share(6)

  $     $                    $     $     $    

Unaudited pro forma basic weighted average shares outstanding(6)

                               

Unaudited pro forma diluted earnings (loss) per share(6)

 
$
 
$

                
 
$
 
$
 
$
 

Unaudited pro forma diluted weighted average shares outstanding(6)

                               

Consolidated Statement of Cash Flows Data:

                               

Net cash provided by (used in) operating activities

  $ 85,394   $ 76,989   $ 78,978   $ (1,863 ) $ (16,332 )

Net cash used in investing activities

    (211,211 )   (11,347 )   (35,705 )   (18,695 )   (220,274 )

Net cash provided by (used in) financing activities

    131,771     (64,707 )   (43,624 )   15,496     235,455  

Other Financial Data:

                               

Net capital expenditures (proceeds)

  $ 208,234   $ (10,987 ) $ (64,860 ) $ 18,695   $ 220,274  

Adjusted EBITDA(7)

    130,304     102,786     139,523     39,116     21,400  

Operating Statistics:

                               

Operating ratio

    98.2 %   98.1 %   96.9 %   96.5 %   99.5 %

Adjusted Operating Ratio(8)

    97.4 %   97.4 %   95.6 %   96.1 %   99.4 %

Average revenue per tractor per week(9)

  $ 3,539   $ 3,429   $ 3,480   $ 3,721   $ 3,383  

Average revenue per loaded mile(9)

  $ 1.940   $ 1.895   $ 1.884     2.051     1.881  

Average revenue miles per tractor per week(9)

    1,824     1,809     1,847     1,814     1,798  

Average tractors(10)

    6,228     6,185     6,098     6,245     6,216  

Average company-owned tractors(10)

    5,434     5,361     5,256     5,151     5,447  

Average independent contractor tractors(10)

    794     824     842     1,094     769  

Total miles

    650,571     640,188     642,670     161,061     158,797  

Total company miles

    556,878     547,185     549,618     130,252     136,850  

Total independent contractor miles

    93,693     93,002     93,052     30,809     21,947  

              The following table sets forth our consolidated balance sheet data as of March 31, 2018:

    on an actual basis;

    on an as adjusted basis, to give effect to the Reorganization and the issuance and sale of shares of Class A common stock by us in the offering at an assumed initial public offering price of $            per share (the mid point of the price range set forth on the cover page of this prospectus) and the application of the net proceeds of the offering, after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us, as set forth under "Use of Proceeds;" and

    on an as further adjusted basis, to give effect to the New Credit Facilities.
 
  As of March 31, 2018  
 
  Actual   As Adjusted   As Further
Adjusted
 
 
  (in thousands)
 

Consolidated Balance Sheet Data:

                   

Cash and cash equivalents

  $ 4,170              

Customer receivables, net of allowances

    200,497              

Net property and equipment

    457,342              

Total assets(11)

    830,107              

Unamortized discount and debt issuance costs

    6,478              

Total debt, including current portion(12)

    613,172              

Total stockholder's deficit

    (38,264 )            

(1)
As a result of this offering, we expect we will incur compensation expense between $4.0 and $5.0 million relating to the settlement of our stock appreciation rights.

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(2)
During the first quarter of 2018, we incurred expenses of approximately $2.6 million related to this offering.

(3)
Reflects the reversal of a contingent liability in 2017 related to the sale of Xpress Global Systems of $1,026 and the gain on the sale of Xpress Global Systems in 2015 of $6,871.

(4)
Represents amounts attributable to equity interests in certain of our subsidiaries not controlled by us. See "Management's Discussion and Analysis of Financial Condition and Results of Operations."

(5)
Represents net income attributable to noncontrolling interests in certain of our subsidiaries. See "Management's Discussion and Analysis of Financial Condition and Results of Operations."

(6)
Reflects the Reorganization, this offering and the use of proceeds therefrom as described in "Use of Proceeds." See Notes 1 and 17 to our financial statements for the year ended December 31, 2017 and Notes 1 and 11 to our financial statements for the three months ended March 31, 2018 appearing elsewhere in this prospectus for information regarding computation of unaudited pro forma basic and diluted earnings (loss) per share and unaudited pro forma weighted average basic and diluted shares outstanding.

(7)
We focus on Adjusted EBITDA as a key measure of our performance and for business planning. Adjusted EBITDA assists us in comparing our performance over various reporting periods on a consistent basis because it removes from our results of operations the impact of items that, in our opinion, do not reflect our core operating performance. We define Adjusted EBITDA as net income (loss) attributable to controlling interest plus (i) interest expense, net, (ii) income tax (benefit) provision, (iii) depreciation and amortization, net of (gain) loss on sale of property and (iv) fuel purchase arrangements.


We believe that our presentation of Adjusted EBITDA is useful because it provides investors and securities analysts the same information that we use internally for purposes of assessing our core operating performance. Adjusted EBITDA is not a substitute for net loss attributable to controlling interest, income from continuing operations, cash flows from operating activities or any other measure prescribed by GAAP. As discussed in "Non-GAAP Financial Measures," there are limitations to using non-GAAP measures such as Adjusted EBITDA. Some of these limitations are (i) it does not reflect our cash expenditures, or future requirements, for capital expenditures or contractual commitments; (ii) it does not reflect changes in, or cash requirements for, our working capital needs; (iii) it does not reflect the significant interest expense, or the cash requirements necessary to service interest or principal payments, on our debt; (iv) it does not reflect our income tax expense or the cash requirements to pay our taxes; and (v) although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and Adjusted EBITDA does not reflect any cash requirements for such replacements.


Although we believe that Adjusted EBITDA can make an evaluation of our operating performance more consistent because it removes items that, in our opinion, do not reflect our core operations, other companies in our industry may define Adjusted EBITDA differently than we do. As a result, it may be difficult to use Adjusted EBITDA or similarly named non-GAAP measures that other companies may use to compare the performance of those companies to our performance.


Because of these limitations, Adjusted EBITDA should not be considered a measure of the income generated by our business or discretionary cash available to us to invest in the growth of our business. Our management compensates for these limitations by relying primarily on our GAAP results and using Adjusted EBITDA supplementally.

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A reconciliation of Adjusted EBITDA to net (loss) income attributable to controlling interest for each of the periods indicated is as follows:
 
  Year Ended December 31,   Three Months
Ended March 31,
 
 
  2017   2016   2015   2018   2017  
 
  (in thousands)
 

Net (loss) income attributable to controlling interest

  $ (4,060 ) $ (16,524 ) $ 4,102   $ 1,159   $ (4,432 )

Plus:

                               

Interest expense, net

    49,758     48,178     47,809     12,658     10,518  

Income tax (benefit) provision(a)

    (17,187 )   (8,448 )   (209 )   593     (3,934 )

Depreciation and amortization, net of (gain) loss on sale of property

    93,369     71,597     74,452     24,706     19,248  

Fuel purchase arrangements(b)

    8,424     7,983     13,369          

Adjusted EBITDA

  $ 130,304   $ 102,786   $ 139,523   $ 39,116   $ 21,400  

(a)
See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies—Income Taxes."

(b)
Reflects elimination of losses on fuel purchase arrangements at the beginning of all periods presented. All fuel purchase arrangements were terminated as of December 31, 2017.
(8)
One of the primary measures we use to evaluate the profitability of our business is operating ratio, measured on a GAAP basis (calculated as operating expenses expressed as a percentage of revenue), and Adjusted Operating Ratio, which is a non-GAAP financial measure (calculated as operating expenses, net of fuel surcharge revenue and fuel purchase arrangements, expressed as a percentage of revenue, before fuel surcharge revenue). We believe the use of Adjusted Operating Ratio allows us to more effectively compare periods, while excluding the potentially volatile effect of changes in fuel prices (including with respect to our fuel purchase arrangements in prior years). We focus on our Adjusted Operating Ratio as an indicator of our performance from period to period. We believe our presentation of Adjusted Operating Ratio is useful because it provides investors and securities analysts the same information that we use internally to assess our core operating performance.


Adjusted Operating Ratio is not a substitute for operating ratio measured in accordance with GAAP. There are limitations to using non-GAAP financial measures. See "Non-GAAP Financial Measures." Although we believe that Adjusted Operating Ratio improves comparability in analyzing our period-to-period performance, it could limit comparability to other companies in our industry, if those companies define Adjusted Operating Ratio differently. Because of these limitations, Adjusted Operating Ratio should not be considered a measure of income generated by our business or discretionary cash available to us to invest in the growth of our business. Management compensates for these limitations by primarily relying on GAAP results and using non-GAAP financial measures on a supplemental basis.

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The table below compares our GAAP operating ratio to our non-GAAP Adjusted Operating Ratio.
 
  Year Ended December 31,   Three Months Ended
March 31,
 
 
  2017   2016   2015   2018   2017  
 
  (dollars in thousands)
 

GAAP Presentation

                               

Total operating revenue

  $ 1,555,385   $ 1,451,205   $ 1,541,103   $ 425,708   $ 363,676  

Total operating expenses

    1,526,777     1,423,474     1,493,490     410,854     361,748  

Income from operations

  $ 28,608   $ 27,731   $ 47,613   $ 14,854   $ 1,928  

Operating ratio

    98.2 %   98.1 %   96.9 %   96.5 %   99.5 %

Non-GAAP Presentation

                               

Total operating revenue

  $ 1,555,385   $ 1,451,205   $ 1,541,103   $ 425,708   $ 363,676  

Fuel surcharge

    (138,212 )   (103,182 )   (144,668 )   (42,850 )   (31,834 )

Revenue, before fuel surcharge

    1,417,173     1,348,023     1,396,435     382,858     331,842  

Total operating expenses

    1,526,777     1,423,474     1,493,490     410,854     361,748  

Adjusted for:

                               

Fuel surcharge

    (138,212 )   (103,182 )   (144,668 )   (42,850 )   (31,834 )

Fuel purchase arrangements

    (8,424 )   (7,983 )   (13,369 )        

Total operating expenses, net of fuel surcharge and fuel purchase arrangements

    1,380,141     1,312,309     1,335,453     368,004     329,914  

Adjusted income from operations

  $ 37,032   $ 35,714   $ 60,982   $ 14,854   $ 1,928  

Adjusted Operating Ratio

    97.4 %   97.4 %   95.6 %   96.1 %   99.4 %
(9)
Excludes fuel surcharge and miles from services in Mexico.

(10)
Excludes tractors in Mexico at Xpress Internacional.

(11)
Reflects retrospective application of ASU 2015-17, Balance Sheet Classification of Deferred Taxes, ASU 2015-03 and 2015-15, Simplifying the Presentation of Debt Issuable Costs and correction of an error related to the overstatement of goodwill and deferred tax liability.

(12)
Total debt excludes our obligations under operating leases, which totaled approximately $243.3 million as of March 31, 2018, as well as our guarantees of a portion of the specified residual value of certain equipment under lease.

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RISK FACTORS

              Investing in our Class A common stock involves a high degree of risk. You should carefully consider the risks and uncertainties described below, together with all of the other information in this prospectus, including our consolidated financial statements and related notes included elsewhere in this prospectus, before deciding whether to purchase shares of our Class A common stock. If any of the following risks are realized, our business, results of operations, financial condition and prospects could be materially adversely affected. In that event, the price of our Class A common stock could decline, and you could lose part or all of your investment.

Risks Related to Our Business

Our business is subject to general economic, business and regulatory factors affecting the truckload industry that are largely beyond our control, any of which could have a material adverse effect on our results of operations.

              The truckload industry is highly cyclical, and our business is dependent on a number of factors that may have a negative impact on our results of operations, many of which are beyond our control. We believe that some of the most significant of these factors are economic changes that affect supply and demand in transportation markets, such as:

    recessionary economic cycles, such as the period from 2007 through 2009;

    changes in customers' inventory levels and practices, including shrinking product/package sizes, and in the availability of funding for their working capital;

    excess truck capacity in comparison with shipping demand;

    driver shortages and increases in drivers' compensation;

    industry compliance with ongoing regulatory requirements;

    fluctuations in foreign exchange rates; and

    downturns in customers' business cycles, including as a result of declines in consumer spending.

              Several of the above factors were evident in the 2016 freight environment, which led to higher inventories, weakened demand and pressure on rates. Similar conditions in the future could have a material adverse effect on our business, financial condition and results of operations.

              Additionally, economic conditions that decrease shipping demand or increase the supply of available tractors and trailers can exert downward pressure on rates and equipment utilization, thereby decreasing asset productivity. The risks associated with these factors are heightened when the U.S. economy is weakened. Some of the principal risks during such times are as follows:

    we may experience low overall freight levels, which may impair our asset utilization;

    certain of our customers may face credit issues and cash flow problems that may lead to payment delays, increased credit risk, bankruptcies and other financial hardships that could result in even lower freight demand and may require us to increase our allowance for doubtful accounts;

    freight patterns may change as supply chains are redesigned, resulting in an imbalance between our capacity and our customers' freight demand;

    customers may bid out freight or select competitors that offer lower rates in an attempt to lower their costs, and we might be forced to lower our rates or lose freight;

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    we may be forced to accept more loads from freight brokers, where freight rates are typically lower, or may be forced to incur more non-revenue generating miles to obtain loads; and

    we may experience a lack of access to current sources of credit or lack of lender access to capital, leading to an inability to secure financing on satisfactory terms, or at all.

              We are also subject to cost increases outside our control that could materially reduce our profitability if we are unable to increase our rates sufficiently. Such cost increases include, but are not limited to, increases in fuel prices, driver and office employee wages, purchased transportation costs, interest rates, taxes, tolls, license and registration fees, insurance, revenue equipment and related maintenance, tires and other components and healthcare and other benefits for our employees. Further, we may not be able to appropriately adjust our costs to changing market demands. In order to maintain high variability in our business model, it is necessary to adjust staffing levels to changing market demands. In periods of rapid change, it is more difficult to match our staffing level to our business needs.

              In addition, events outside our control, such as deterioration of U.S. transportation infrastructure and reduced investment in such infrastructure, strikes or other work stoppages at our facilities or at customer, port, border or other shipping locations, or actual or threatened armed conflicts or terrorist attacks, efforts to combat terrorism, military action against a foreign state or group located in a foreign state or heightened security requirements could lead to wear, tear and damage to our equipment, driver dissatisfaction, reduced economic demand, reduced availability of credit, increased prices for fuel or temporary closing of the shipping locations or U.S. borders. Such events or enhanced security measures in connection with such events could impair our operating efficiency and productivity and result in higher operating costs.

              Changing impacts of regulatory measures could impair our operating efficiency and productivity, decrease our revenues and profitability and result in higher operating costs. In addition, declines in the resale value of revenue equipment can affect our profitability and cash flows. From time to time, various U.S. federal, state or local taxes are also increased, including taxes on fuel. We cannot predict whether, or in what form, any such tax increase applicable to us will be enacted, but such an increase could materially adversely affect our profitability.

Increases in driver compensation or difficulties attracting and retaining qualified drivers could materially adversely affect our profitability and ability to maintain or grow our fleet.

              Like many truckload carriers, we experience substantial difficulty in attracting and retaining sufficient numbers of qualified drivers, which includes the engagement of independent contractors. Our industry is subject to a shortage of qualified drivers. Such shortage is exacerbated during periods of economic expansion, in which alternative employment opportunities, including in the construction and manufacturing industries, which may offer better compensation and/or more time at home, are more plentiful and freight demand increases, or during periods of economic downturns, in which unemployment benefits might be extended and financing is limited for independent contractors who seek to purchase equipment, or the scarcity or growth of loans for students who seek financial aid for driving school. Regulatory requirements, including those related to safety ratings, ELDs and hours-of-service changes and an improved economy could further reduce the pool of eligible drivers or force us to increase driver compensation to attract and retain drivers. We have seen evidence that stricter hours-of-service regulations adopted by the Department of Transportation (the "DOT") in the past have tightened, and, to the extent new regulations are enacted, may continue to tighten, the market for eligible drivers. The lack of adequate tractor parking along some U.S. highways and congestion caused by inadequate highway funding may make it more difficult for drivers to comply with hours-of-service regulations and cause added stress for drivers, further reducing the pool of eligible drivers. We believe that the required implementation of ELDs in December 2017 and enforcement

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thereof in April 2018 has and may further tighten such market. A shortage of qualified drivers and intense competition for drivers from other trucking companies will create difficulties in maintaining or increasing the number of our drivers and may restrain our ability to engage independent contractors. We have implemented driver pay increases to address this shortage. The compensation we offer our drivers and independent contractor expenses are subject to market conditions, and we may find it necessary to further increase driver compensation and/or become subject to increased independent contractor expenses in future periods, which could materially adversely affect our growth and profitability.

              In addition, we suffer from a high turnover rate of drivers and our turnover rate is higher than the industry average and compared to our peers. This high turnover rate requires us to spend significant resources recruiting a substantial number of drivers in order to operate existing revenue equipment and subjects us to a higher degree of risk with respect to driver shortages than our competitors. Our use of team-driven tractors in our expedited service offering requires two drivers per tractor, which further increases the number of drivers we must recruit and retain in comparison to operations that require one driver per tractor. We also employ driver hiring standards, which could further reduce the pool of available drivers from which we would hire. If we are unable to continue to attract and retain a sufficient number of drivers, we could be forced to, among other things, continue to adjust our compensation packages or operate with fewer tractors and face difficulty meeting shipper demands, either of which could materially adversely affect our growth and profitability.

Our engagement of independent contractors to provide a portion of our capacity exposes us to different risks than we face with our tractors driven by company drivers.

              Our contracts with independent contractors are governed by the federal leasing regulations, which impose specific requirements on us and the independent contractors. If more stringent federal leasing regulations are adopted, independent contractors could be deterred from becoming independent contractor drivers, which could materially adversely affect our goal of maintaining our current fleet levels of independent contractors.

              Pursuant to our fuel surcharge program with independent contractors, we pay independent contractors we contract with a fuel surcharge that increases with the increase in fuel prices. A significant increase or rapid fluctuation in fuel prices could cause our costs under this program to be higher than the revenue we receive under our customer fuel surcharge programs.

              We provide financing to certain qualified independent contractors. If we are unable to provide such financing in the future, due to liquidity constraints or other restrictions, we may experience a decrease in the number of independent contractors we are able to engage. Further, if independent contractors we engage default under or otherwise terminate the financing arrangement and we are unable to find a replacement independent contractor or seat the tractor with a company driver, we may incur losses on amounts owed to us with respect to the tractor.

If the independent contractors we contract with are deemed by regulators or judicial process to be employees, our business, financial condition and results of operations could be materially adversely affected.

              Tax and other regulatory authorities, as well as independent contractors themselves, have increasingly asserted that independent contractor drivers in the trucking industry are employees rather than independent contractors, and our classification of independent contractors has been the subject of audits by such authorities from time to time. Federal legislation has been introduced in the past that would make it easier for tax and other authorities to reclassify independent contractors as employees, including legislation to increase the recordkeeping requirements for those that engage independent contractor drivers and to increase the penalties for companies who misclassify their employees and are found to have violated employees' overtime and/or wage requirements. Additionally, federal legislators

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have sought to abolish the current safe harbor allowing taxpayers meeting certain criteria to treat individuals as independent contractors if they are following a long-standing, recognized practice, to extend the Fair Labor Standards Act to independent contractors and to impose notice requirements based on employment or independent contractor status and fines for failure to comply. Some states have put initiatives in place to increase their revenue from items such as unemployment, workers' compensation and income taxes, and a reclassification of independent contractors as employees would help states with this initiative. Further, class actions and other lawsuits have been filed against certain members of our industry seeking to reclassify independent contractors as employees for a variety of purposes, including workers' compensation and health care coverage. In addition, companies that use lease-purchase independent contractor programs, such as us, have been more susceptible to reclassification lawsuits, and several recent decisions have been made in favor of those seeking to classify independent contractor truck drivers as employees. Taxing and other regulatory authorities and courts apply a variety of standards in their determination of independent contractor status. If the independent contractors with whom we contract are determined to be employees, we would incur additional exposure under federal and state tax, workers' compensation, unemployment benefits, labor, employment and tort laws, including for prior periods, as well as potential liability for employee benefits and tax withholdings, and our business, financial condition and results of operations could be materially adversely affected.

We have a history of net losses.

              We have generated a profit in one of the last five years. Improving profitability depends upon numerous factors, including our ability to successfully execute both our ongoing and planned strategic initiatives, such as increasing our fleet efficiency and utilization, decreasing driver turnover and further refinement of our business mix profile. We may not be able to improve profitability in the future. If we are unable to improve our profitability, our liquidity, business, financial condition and results of operations may be materially adversely affected.

We may not be successful in achieving our business strategies.

              Many of our business strategies require time, significant management and financial resources and successful implementation. Consequently, we may be unable to effectively and successfully implement our business strategies. We also cannot ensure that our operating results, including our operating margins, will not be materially adversely affected by future changes in and expansion of our business, including the expected expansion of our dedicated contract service and brokerage service offerings, or by changes in economic conditions. Despite the implementation of our operational and tactical strategies, we may be unsuccessful in achieving a reduction in our operating ratio and Adjusted Operating Ratio in the time frames we expect or at all. Further, our results of operations may be materially adversely affected by a failure to further penetrate our existing customer base, cross-sell our services, secure new customer opportunities and manage the operations and expenses of new or growing services. There is no assurance that we will be successful in achieving any of our business strategies. Even if we are successful in executing our business strategies, we still may not achieve our goals.

We operate in a highly competitive and fragmented industry, and numerous competitive factors could impair our ability to improve our profitability and materially adversely affect our results of operations.

              Numerous competitive factors could impair our ability to improve our profitability and materially adversely affect our results of operations, including:

    we compete with many other truckload carriers of varying sizes and service offerings (including intermodal) and, to a lesser extent, with (i) less-than-truckload carriers,

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      (ii) railroads and (iii) other transportation and brokerage companies, several of which have access to more equipment and greater capital resources than we do;

    many of our competitors periodically reduce their freight rates to gain business, especially during times of reduced growth in the economy, which may limit our ability to maintain or increase freight rates or to maintain or expand our business or may require us to reduce our freight rates in order to maintain business and keep our equipment productive;

    we may increase the size of our fleet during periods of high freight demand during which our competitors also increase their capacity, and we may experience losses in greater amounts than such competitors during subsequent cycles of softened freight demand if we are required to dispose of assets at a loss to match reduced freight demand;

    we may have difficulty recruiting and retaining drivers because our competitors offer better compensation or working conditions;

    some of our larger customers are other transportation companies and/or also operate their own private trucking fleets, and they may decide to transport more of their own freight;

    some shippers have reduced or may reduce the number of carriers they use by selecting preferred carriers as approved service providers or by engaging dedicated providers, and we may not be selected;

    many customers periodically solicit bids from multiple carriers for their shipping needs and this process may depress freight rates or result in a loss of business to competitors;

    consolidation in the trucking industry may create other large carriers with greater financial resources and other competitive advantages, and we may have difficulty competing with them;

    advances in technology may require us to increase investments in order to remain competitive, and our customers may not be willing to accept higher freight rates to cover the cost of these investments;

    our competitors may have better safety records than us or a perception of better safety records;

    higher fuel prices and, in turn, higher fuel surcharges to our customers may cause some of our customers to consider freight transportation alternatives, including rail transportation;

    competition from freight brokerage companies may materially adversely affect our customer relationships and freight rates; and

    economies of scale that procurement aggregation providers may pass on to smaller carriers may improve such carriers' ability to compete with us.

We retain high deductibles on a significant portion of our claims exposure, which could significantly increase the volatility of, and decrease the amount of, our earnings and materially adversely affect our results of operations.

              We retain high deductibles on a significant portion of our claims exposure and related expenses associated with third-party bodily injury and property damage, employee medical expenses, workers' compensation, physical damage to our equipment and cargo loss. We retain a deductible of approximately $5.0 million per occurrence for automobile bodily injury and property damage through our captive risk retention group and up to $500,000 per occurrence for workers' compensation claims, both of which can make our insurance and claims expense higher or more volatile than if we maintained lower retentions. We are also responsible for the first $5.0 million aggregate in the

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$5.0 million to $10.0 million layer of excess insurance coverage for automobile bodily injury and property damage. Additionally, with respect to our third-party insurance, reduced capacity in the insurance market for trucking risks can make it more difficult to obtain both primary and excess insurance, can necessitate procuring insurance offshore, and could result in increases in collateral requirements on those primary lines that require securitization.

              Prior to September 2015 our liability coverage had a limit of $100.0 million per occurrence. Given the increasingly high verdicts in trucking accident cases and our accident experience, among other factors, we increased our liability coverage limit to $300.0 million per occurrence. If any claim were to exceed coverage limits, we would bear the excess in addition to our other retained amounts. Our insurance and claims expense could increase, or we could find it necessary to raise our retained amounts or decrease our coverage limits when our policies are renewed or replaced. In addition, although we endeavor to limit our exposure arising with respect to such claims, we also may have exposure if carriers hired by our Brokerage segment are inadequately insured for any accident. Our results of operations and financial condition may be materially adversely affected if (i) these expenses increase, (ii) we are unable to find excess coverage in amounts we deem sufficient, (iii) we experience a claim in excess of our coverage limits, (iv) we experience a claim for which we do not have coverage or for which our insurance carriers fail to pay or (v) we experience increased accidents. We have in the past, and may in the future, incur significant expenses for deductibles and retentions due to our accident experience.

If we are required to accrue or pay additional amounts because claims prove to be more severe than our recorded liabilities, our financial condition and results of operations may be materially adversely affected.

              We accrue the costs of the uninsured portion of pending claims based on estimates derived from our evaluation of the nature and severity of individual claims and an estimate of future claims development based upon historical claims development trends. Actual settlement of our retained claim liabilities could differ from our estimates due to a number of uncertainties, including evaluation of severity, legal costs and claims that have been incurred but not reported. Due to our high retained amounts, we have significant exposure to fluctuations in the number and severity of claims. If we are required to accrue or pay additional amounts because our estimates are revised or the claims ultimately prove to be more severe than originally assessed, our financial condition and results of operations may be materially adversely affected.

Insuring risk through our captive insurance companies could materially adversely affect our operations.

              We utilize two captive insurers to transfer or fund risks. Mountain Lake Risk Retention Group, Inc. ("Mountain Lake RRG") is a state-regulated, captive risk retention group owned by two of our operating subsidiaries, U.S. Xpress, Inc. and Total Transportation of Mississippi LLC ("Total"). Mountain Lake RRG writes the primary auto insurance liability policies for U.S. Xpress, Inc. and Total; a portion of this risk is transferred to Mountain Lake RRG and the remaining risk is retained as a deductible by the insured subsidiaries. Through our second captive insurer, Xpress Assurance, Inc. ("Xpress Assurance"), we participate as a reinsurer in certain third party risks related to various types of insurance policies sold to drivers who carry passengers in tractors and independent contractors engaged by U.S. Xpress, Inc. and Total. The use of the captives necessarily involves retaining certain risks that might otherwise be covered by traditional insurance products, and increases in the number or severity of claims that Mountain Lake RRG and Xpress Assurance insure have in the past, and could in the future, materially adversely affect our earnings, business, financial condition and results of operations.

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Increases in collateral requirements that support our insurance program and could materially adversely affect our operations.

              To comply with certain state insurance regulatory requirements, cash and/or cash equivalents must be paid to certain of our third-party insurers, to state regulators and to our captive insurance companies and restricted as collateral to ensure payment for anticipated losses. Significant future increases in the amount of collateral required by third-party insurance carriers and regulators would reduce our liquidity and could materially adversely affect our business, financial condition, results of operations and capital resources.

Our captive insurance companies are subject to substantial government regulation.

              Our captive insurance companies are regulated by state authorities. State regulations generally provide protection to policy holders, rather than stockholders, and generally involve:

    approval of premium rates for insurance;

    standards of solvency;

    minimum amounts of statutory capital surplus that must be maintained;

    limitations on types and amounts of investments;

    regulation of dividend payments and other transactions between affiliates;

    regulation of reinsurance;

    regulation of underwriting and marketing practices;

    approval of policy forms;

    methods of accounting; and

    filing of annual and other reports with respect to financial condition and other matters.

              These regulations may increase our costs, limit our ability to change premiums, restrict our ability to access cash held by these subsidiaries and otherwise impede our ability to take actions we deem advisable.

Increased prices for new revenue equipment, design changes of new engines, volatility in the used equipment market, decreased availability of new revenue equipment and the failure of manufacturers to meet their obligations to us could materially adversely affect our business, financial condition, results of operations and profitability.

              We are subject to risk with respect to higher prices for new tractors. We have experienced an increase in prices for new tractors over the past few years, and the resale value of the tractors has not increased to the same extent. Prices have increased and may continue to increase, due, in part, to government regulations applicable to newly manufactured tractors and diesel engines and due to the pricing discretion of equipment manufacturers in periods of high demand, such as this one. More restrictive U.S. Environmental Protection Agency (the "EPA") and state emissions standards have required vendors to introduce new engines. Compliance with such regulations has increased the cost of our new tractors and could impair equipment productivity, result in lower fuel mileage and increase our operating expenses. These adverse effects, combined with the uncertainty as to the reliability of the vehicles equipped with the newly designed diesel engines and the residual values realized from the disposition of these vehicles, could increase our costs or otherwise materially adversely affect our business, financial condition and results of operations as the regulations become effective.

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              A depressed market for used equipment could require us to trade our revenue equipment at depressed values or to record losses on disposal or impairments of the carrying values of our revenue equipment that is not protected by residual value arrangements. Used equipment prices are subject to substantial fluctuations based on freight demand, supply of used tractors, availability of financing, the presence of buyers for export to foreign countries and commodity prices for scrap metal. If there is a deterioration of resale prices, it could have a material adverse effect on our business, financial condition and results of operations. Trades at depressed values, decreases in proceeds under equipment disposals and impairments of the carrying values of our revenue equipment could materially adversely affect our business, financial condition and results of operations.

              Tractor and trailer vendors may reduce their manufacturing output in response to lower demand for their products in economic downturns or shortages of component parts. A decrease in vendor output may materially adversely affect our ability to purchase a quantity of new revenue equipment that is sufficient to sustain our desired growth rate and to maintain a late-model fleet. Moreover, an inability to obtain an adequate supply of new tractors or trailers could have a material adverse effect on our business, financial condition and results of operations.

              Certain of our revenue equipment financing arrangements have balloon payments at the end of the finance terms equal to the values we expect to be able to obtain in the used market. To the extent the used market values are lower than such balloon payments, we may be forced to sell the equipment at a loss and our results of operations would be materially adversely affected.

Our profitability may be materially adversely impacted if our capital investments do not match customer demand for invested resources or if there is a decline in the availability of funding sources for these investments.

              The truckload industry generally, and our truckload offering in particular, is capital intensive and asset heavy, and our policy of maintaining a young, technology-equipped fleet requires us to expend significant amounts in capital expenditures annually. The amount and timing of such capital expenditures depend on various factors, including anticipated freight demand and the price and availability of assets. If anticipated demand differs materially from actual usage, our capital-intensive Truckload segment may have too many or too few assets. Moreover, resource requirements vary based on customer demand, which may be subject to seasonal or general economic conditions. During periods of decreased customer demand, our asset utilization may suffer, and we may be forced to sell equipment on the open market or turn in equipment under certain equipment leases in order to right size our fleet. This could cause us to incur losses on such sales or require payments in connection with equipment we turn in, particularly during times of a softer used equipment market, either of which could have a material adverse effect on our profitability. Our ability to select profitable freight and adapt to changes in customer transportation requirements is important to efficiently deploy resources and make capital investments in tractors and trailers (with respect to our Truckload segment) or obtain qualified third-party carriers at a reasonable price (with respect to our Brokerage segment).

              We expect to pay for projected capital expenditures with cash flows from operations, proceeds from equity sales or financing available under our existing debt instruments. Although our business volume is not highly concentrated, our customers' financial failures or loss of customer business may materially adversely affect us. If we were unable to generate sufficient cash from operations, we would need to seek alternative sources of capital, including financing, to meet our capital requirements. In the event that we are unable to generate sufficient cash from operations or obtain financing on favorable terms in the future, we may have to limit our fleet size, enter into less favorable financing arrangements or operate our revenue equipment for longer periods, any of which could have a materially adverse effect on our profitability.

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Upgrading our tractors to reduce the average age of our fleet may not increase our profitability or result in cost savings as expected or at all.

              Upgrades of our tractor fleet may not result in an increase in profitability or cost savings. Expected improvements in operating ratio may lag behind new tractor deliveries, primarily because in executing a tractor fleet upgrade, we may experience costs associated with preparing our old tractors for trade, and our new tractors for integration into our fleet, and lost driving time while swapping revenue equipment. Further, tractor prices have increased and may continue to increase, due in part to government regulations applicable to newly manufactured tractors and diesel engines. See "—Increased prices for new revenue equipment, design changes of new engines, volatility in the used equipment market, decreased availability of new revenue equipment and the failure of manufacturers to meet their obligations to us could materially adversely affect our business, financial condition, results of operations and profitability."

              In addition, we cannot be certain that an agreement will be reached on price, equipment trade-ins or other terms that we deem favorable. If we do enter an agreement for the purchase of new tractors, we could be exposed to the risk that the new tractor deliveries will be delayed. Accordingly, we are subject to an increased risk that upgrades of our tractor fleet will not result in the operational results, cost savings and increases in profitability that we expect.

Difficulty in obtaining materials, equipment, goods and services from our vendors and suppliers could adversely affect our business.

              We are dependent upon our suppliers for certain products and materials, including our tractors, trailers and chassis. We manage our OTR fleet to an approximate 475,000 mile trade cycle with an average tractor age of approximately 2.5 years as of March 31, 2018. Accordingly, we rely on suppliers of our tractors, trailers and components to maintain the age of our fleet. If we fail to maintain favorable relationships with our vendors and suppliers, or if our vendors and suppliers are unable to provide the products and materials we need or undergo financial hardship, we could experience difficulty in obtaining needed goods and services because of production interruptions, limited material availability or other reasons, or we may not be able to obtain favorable pricing or other terms. As a result, our business and operations could be adversely affected.

We are dependent on systems, networks and other information technology assets (and the data contained therein) and a failure in the foregoing, including those caused by cybersecurity breaches, could cause a significant disruption to our business.

              Our business depends on the efficient and uninterrupted operation of our systems, networks and other information technology assets (and the data contained therein). This includes information and electronic data interchange systems that we have developed, both by creating these systems in-house or by adapting purchased or off-the-shelf applications to suit our needs. Our information and electronic data interchange systems are used for receiving and planning loads, dispatching drivers and other capacity providers, billing customers and load tracking and storing the data related to the foregoing activities. We also maintain information security policies to protect our systems, networks and other information technology assets (and the data contained therein) from cybersecurity breaches and threats, such as hackers, malware and viruses; however, such policies cannot ensure the protection of our systems, networks and other information technology assets (and the data contained therein). We currently maintain our hardware systems and infrastructure at our Chattanooga, Tennessee headquarters, along with an off-site secondary data center and computer equipment at each of our truckload service centers. If we are unable to prevent system violations or other unauthorized access to our systems, networks and other information technology assets (and the data contained therein), we could be subject to significant fines and lawsuits and our reputation could be damaged, or our business

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operations could be interrupted, any of which could have a material adverse effect on our financial performance and business operations.

              Our operations, and those of our technology and communications service providers are vulnerable to interruption by fire, natural disasters, power loss, telecommunications failure, network disruptions, cyber-attacks, terrorist attacks, Internet failures, malicious intrusions, computer viruses and other events that may be beyond our control. Although we attempt to reduce the risk of disruption to our business operations through redundant computer systems and networks, backup systems and a disaster recovery off-site alternate location, there can be no assurance that such measures will be effective. If any of our critical information technology assets fail or become otherwise unavailable, whether as a result of a cybersecurity breach, upgrade project or otherwise, we would have to perform certain functions manually, which could temporarily impact our ability to manage our fleet efficiently, respond to customers' requests effectively, maintain billing and other records reliably, and bill for services and prepare financial statements accurately or in a timely manner. Although we maintain business interruption insurance, it may be inadequate to protect us in the event of an unforeseeable and extreme catastrophe. Any significant system failure, upgrade complication, security breach or other system disruption could interrupt or delay our operations, damage our reputation, cause us to lose customers or impact our ability to manage our operations and report our financial performance, any of which could have a material adverse effect on our business, financial condition and results of operations. In addition, we are currently dependent on a single vendor platform to support certain information technology functions. If the stability or capability of such vendor is compromised and we were forced to migrate to a new platform, it could materially adversely affect our business, financial condition and results of operations.

Our existing and future indebtedness could limit our flexibility in operating our business or adversely affect our business and our liquidity position.

              We have significant amounts of indebtedness outstanding, including obligations under our existing term loan, existing revolving credit facility, equipment installment notes and capital leases, and we had negative working capital at March 31, 2018. After the completion of this offering and entry into the New Credit Facilities, and after application of the proceeds from this offering and the New Term Loan, we expect to continue to have significant amounts of indebtedness outstanding, including the New Term Loan in the initial amount of $200.0 million, equipment installment notes of $             million, capital lease obligations of $             million and secured notes payable of $             million. While our goal is to reduce our leverage, our indebtedness may increase from time to time in the future for various reasons, including fluctuations in results of operations, capital expenditures and potential acquisitions. Any indebtedness we incur and restrictive covenants contained in financing agreements governing such indebtedness could:

    make it difficult for us to satisfy our obligations, including making interest payments on our debt obligations;

    limit our ability to obtain additional financing to operate our business;

    require us to dedicate a substantial portion of our cash flow to payments on our debt, reducing our ability to use our cash flow to fund capital expenditures and working capital and other general operational requirements;

    expose us to the risk of increased interest rates relating to any of our indebtedness at variable rates;

    limit our flexibility to plan for and react to changes in our business and/or changing market conditions;

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    place us at a competitive disadvantage relative to some of our competitors that have less, or less restrictive, debt than us;

    limit our ability to pursue acquisitions or cause us to make non-strategic divestitures; and

    increase our vulnerability to general adverse economic and industry conditions, including changes in interest rates or a downturn in our business or the economy.

              The occurrence of any one of these events could have a material adverse effect on our business, financial condition and results of operations or cause a significant decrease in our liquidity and impair our ability to pay amounts due on our indebtedness. Significant repayment penalties may limit our flexibility. In addition, our New Credit Facilities are expected to contain, among other things, restrictive covenants that will limit our ability to finance future operations or capital needs or to engage in other business activities, including restricting our ability to incur additional indebtedness or issue guarantees, to create liens on our assets, to make distributions on or redeem equity interests, to make investments, to transfer or sell properties or other assets and to engage in mergers, consolidations or acquisitions. In addition, our New Credit Facilities are expected to require us to meet specified financial ratios and tests.

In the future, we may need to obtain additional financing that may not be available or, if it is available, may result in a reduction in the percentage ownership of our then-existing stockholders.

              We may need to raise additional funds in order to:

    finance unanticipated working capital requirements, capital investments or refinance existing indebtedness;

    develop or enhance our technological infrastructure and our existing products and services;

    fund strategic relationships;

    respond to competitive pressures; and

    acquire complementary businesses, technologies, products or services.

              If the economy and/or the credit markets weaken, or we are unable to enter into capital or operating leases to acquire revenue equipment on terms favorable to us, our business, financial results and results of operations could be materially adversely affected, especially if consumer confidence declines and domestic spending decreases. If adequate funds are not available or are not available on acceptable terms, our ability to fund our strategic initiatives, take advantage of unanticipated opportunities, develop or enhance technology or services or otherwise respond to competitive pressures could be significantly limited. If we raise additional funds by issuing equity or convertible debt securities, the percentage ownership of our then-existing stockholders may be reduced, and holders of these securities may have rights, preferences or privileges senior to those of our then-existing stockholders.

We cannot assure you that we will enter into the New Credit Facilities on the terms described in this prospectus, or at all.

              We cannot assure you that the New Revolver or the New Term Loan will be completed or, if completed, on what terms either facility will be completed, and the closing of this offering is not conditioned on consummation of the New Revolver or the New Term Loan. Our ability to enter into the New Credit Facilities will depend on the condition of the credit markets and our financial condition at such time. If the economy and/or the credit markets weaken, any refinancing of our existing debt could be at higher interest rates and may require us to comply with more onerous covenants than those we expect the New Credit Facilities to include, which could further restrict our business. Our inability

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to refinance our existing debt on favorable terms could have a material adverse effect on our business, financial condition and results of operations.

Fluctuations in the price or availability of fuel or surcharge collection may increase our costs of operation, which could materially adversely affect our profitability.

              Fuel is one of our largest operating expenses. Diesel fuel prices fluctuate greatly due to factors beyond our control, such as political events, terrorist activities, armed conflicts, commodity futures trading, depreciation of the dollar against other currencies and hurricanes and other natural or man-made disasters, each of which may lead to an increase in the cost of fuel. Fuel prices also are affected by the rising demand for fuel in developing countries, including China, and could be materially adversely affected by the use of crude oil and oil reserves for purposes other than fuel production and by diminished drilling activity. Such events may lead not only to increases in fuel prices, but also to fuel shortages and disruptions in the fuel supply chain. Because our operations are dependent upon diesel fuel, significant diesel fuel cost increases, shortages, or supply disruptions would materially adversely affect our business, financial condition and results of operations.

              Fuel also is subject to regional pricing differences and is often more expensive on the West Coast of the United States, where we have operations. Increases in fuel costs, to the extent not offset by rate per mile increases or fuel surcharges, have a material adverse effect on our operations and profitability. While we have fuel surcharge programs in place with a majority of our customers, which historically have helped us offset the majority of the negative impact of rising fuel prices associated with loaded or billed miles, we also incur fuel costs that cannot be recovered even with respect to customers with which we maintain fuel surcharge programs, such as those associated with non-revenue generating miles, the time when our engines are idling and fuel for refrigeration units on our refrigerated trailers. Moreover, the terms of each customer's fuel surcharge program vary, and certain customers have sought to modify the terms of their fuel surcharge programs to minimize recoverability for fuel price increases. In addition, because our fuel surcharge recovery lags behind changes in fuel prices, our fuel surcharge recovery may not capture the increased costs we pay for fuel, especially when prices are rising. This could lead to fluctuations in our levels of reimbursement, which have occurred in the past. There can be no assurance that such fuel surcharges can be maintained indefinitely or will be sufficiently effective.

              As of March 31, 2018, we had no derivative financial instruments to reduce our exposure to fuel price fluctuations.

We operate in a highly regulated industry, and increased direct and indirect costs of compliance with, or liability for violations of, existing or future regulations could have a material adverse effect on our business.

              We have authority to operate in the United States, as granted by the DOT, Mexico (as granted by the Secretaría de Comunicaciones y Transportes), and various Canadian provinces (as granted by the Ministries of Transportation and Communication in such provinces). In the United States, we are also regulated by the EPA, the Department of Homeland Security (the "DHS") and other agencies in states in which we operate. Our company drivers, independent contractors and third-party carriers also must comply with the applicable safety and fitness regulations of the DOT, including those relating to drug and alcohol testing, driver safety performance and hours-of-service. Matters such as weight, equipment dimensions, exhaust emissions and fuel efficiency are also subject to government regulations. We also may become subject to new or more restrictive regulations relating to fuel efficiency, exhaust emissions, hours-of-service, drug and alcohol testing, ergonomics, on-board reporting of operations, collective bargaining, security at ports, speed limiters, driver training and other matters affecting safety or operating methods. Future laws and regulations may be more stringent, require changes in our operating practices, influence the demand for transportation services or require us to incur significant additional costs. Higher costs incurred by us, or by our suppliers who pass the costs onto us through

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higher supplies and materials pricing, could adversely affect our results of operations. In addition, the Trump administration has indicated a desire to reduce regulatory burdens that constrain growth and productivity and also to introduce legislation such as infrastructure spending that could improve our growth and productivity, to the extent implemented.

              In January 2016, the FMCSA proposed changes to the DOT's safety rating system, which would determine unfit carriers on a monthly basis using roadside inspection data in addition to investigations and onsite reviews. This change was expected to significantly increase the number of carriers deemed unfit and potentially unable to continue to operate. In March 2017, in response to significant objection by the industry, the FMCSA withdrew the proposed changes but noted that new rulemaking related to a similar process may be initiated in the future. Therefore, it is uncertain if, when or under what form any such new rule could be implemented. In addition, changes to the CSA program are expected to be announced in 2018. However, the nature of such changes is unknown. New rulemaking related to the DOT's safety rating system or changes to the CSA program that impacts our safety rating or CSA scores could materially adversely affect our results of operations.

              In December 2016, the FMCSA issued a final rule establishing a national clearinghouse for drug and alcohol testing results and requiring motor carriers and medical review officers to provide records of violations by commercial drivers of FMCSA drug and alcohol testing requirements. Motor carriers will be required to query the clearinghouse to ensure drivers and driver applicants do not have violations of federal drug and alcohol testing regulations that prohibit them from operating commercial motor vehicles. The compliance date for this rule is early 2020. In addition, other rules have been recently proposed or made final by the FMCSA, including (i) a rule requiring the use of speed limiting devices on heavy duty tractors to restrict maximum speeds, which was proposed in 2016 and (ii) a rule setting forth minimum driver-training standards for new drivers applying for commercial driver's licenses for the first time and to experienced drivers upgrading their licenses or seeking a hazardous materials endorsement, which was made final in December 2016 with a compliance date in February 2020. In July 2017, the DOT announced that it would no longer pursue a speed limiter rule, but left open the possibility that it could resume such a pursuit in the future. The effect of these rules, to the extent they become effective, could result in a decrease in fleet production and/or driver availability, either of which could materially adversely affect our business, financial condition and results of operations.

              Recent court decisions have determined that certain state wage and hour laws are not preempted by federal law. Current and future state and local wage and hour laws, including laws related to employee meal breaks and rest periods, may vary significantly from federal law. As a result, we, along with other companies in our industry, are subject to an uneven patchwork of wage and hour laws throughout the United States. Legislation to preempt state and local wage and hour laws has been proposed in the past; however, passage of such legislation is uncertain. If federal legislation is not passed, we will either need to comply with the most restrictive state and local laws across our entire fleet, or revise our management systems to comply with varying state and local laws. Either solution could result in increased compliance and labor costs, driver turnover and decreased efficiency, any of which could adversely affect our results of operations.

              The National Highway Traffic Safety Administration (the "NHTSA"), the EPA and certain states, including California, have adopted regulations that are aimed at reducing tractor emissions and/or increasing fuel economy of the equipment we use. Certain of these regulations are currently effective, with stricter emission and fuel economy standards becoming effective over the next several years. Other regulations have been proposed that would similarly increase these standards. The effects of these regulations have been and may continue to be increases in new tractor and trailer prices, additional parts and maintenance costs, impaired productivity and uncertainty as to the reliability of the newly designed diesel engines and the residual values of our equipment. Such effects could materially adversely affect our business, financial condition and results of operations.

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              Changes in existing regulations and implementation of new regulations, such as those related to trailer size limits, emissions and fuel economy, hours-of-service, mandating ELDs and drug and alcohol testing, could increase capacity in the industry or improve the position of certain competitors, either of which could negatively impact pricing and volumes or require additional investments by us. The short and long term impacts of changes in legislation or regulations are difficult to predict and could materially adversely affect our results of operations.

Safety-related evaluations and rankings under CSA could materially adversely affect our profitability and operations, our ability to maintain or grow our fleet and our customer relationships.

              Under the CSA program, fleets are evaluated and ranked against their peers based on certain safety-related standards. As a result, our fleet could be ranked poorly as compared to peer carriers. We recruit and retain first-time drivers to be part of our fleet, and these drivers may have a higher likelihood of creating adverse safety events under CSA. The occurrence of future deficiencies could affect driver recruitment by causing high-quality drivers to seek employment with other carriers or limit the pool of available drivers or could cause our customers to direct their business away from us and to carriers with higher fleet safety rankings, either of which would materially adversely affect our business, financial condition and results of operations. In addition, future deficiencies could increase our insurance expenses. Additionally, competition for drivers with favorable safety backgrounds may increase, which could necessitate increases in driver-related compensation costs. Further, we may incur greater than expected expenses in our attempts to improve unfavorable scores. Since our driver turnover is higher than the industry average, any events that decrease the pool of available drivers or increase the competition for drivers may have a disproportionately negative impact on us versus our competitors.

              Certain of our subsidiaries have exceeded the established intervention thresholds in a number of the seven CSA safety-related categories. Based on these unfavorable ratings, we may be prioritized for an intervention action or roadside inspection, either of which could materially adversely affect our business, financial condition and results of operations. In addition, customers may be less likely to assign loads to us. While we have put procedures in place in an attempt to address areas where we have exceeded the thresholds, we cannot assure you these measures will be effective.

              In December 2015, Congress passed a new highway funding bill called Fixing America's Surface Transportation Act (the "FAST Act"), which calls for significant CSA reform. The FAST Act directs the FMCSA to conduct studies of the scoring system used to generate CSA rankings to determine if it is effective in identifying high-risk carriers and predicting future crash risk. This study was conducted and delivered to the FMCSA in June 2017 with several recommendations to make the CSA program more fair, accurate and reliable. The FMCSA is expected to provide a report to Congress in early 2018 outlining the changes it will make to the CSA program in response to the study. It is unclear if, when and to what extent such change will occur. However, any changes that increase the likelihood of us receiving unfavorable scores could materially adversely affect our results of operations and profitability.

Receipt of an unfavorable DOT safety rating could have a material adverse effect on our operations and profitability.

              We currently have a satisfactory DOT rating for our U.S. operations, which is the highest available rating under the current safety rating scale. If we were to receive a conditional or unsatisfactory DOT safety rating, it could materially adversely affect our business, financial condition and results of operations as customer contracts may require a satisfactory DOT safety rating, and a conditional or unsatisfactory rating could materially adversely affect or restrict our operations.

              The FMCSA has proposed regulations that would modify the existing rating system and the safety labels assigned to motor carriers evaluated by the DOT. Under regulations that were proposed in

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2016, the methodology for determining a carrier's DOT safety rating would be expanded to include the on-road safety performance of the carrier's drivers and equipment, as well as results obtained from investigations. Exceeding certain thresholds based on such performance or results would cause a carrier to receive an unfit safety rating. The proposed regulations were withdrawn in March 2017, but the FMCSA noted that a similar process may be initiated in the future. If similar regulations were enacted and we were to receive an unfit or other negative safety rating, our business would be materially adversely affected in the same manner as if we received a conditional or unsatisfactory safety rating under the current regulations. In addition, poor safety performance could lead to increased risk of liability, increased insurance, maintenance and equipment costs and potential loss of customers, which could materially adversely affect our business, financial condition and results of operations.

We face litigation risks that could have a material adverse effect on the operation of our business.

              Our business is subject to the risk of litigation by employees, applicants, independent contractor drivers, customers, vendors, government agencies and other parties through private actions, class actions, administrative proceedings, regulatory actions and other processes. Recently, we and several other trucking companies have been subject to lawsuits, including class action lawsuits, alleging violations of various federal and state wage and hour laws regarding, among other things, minimum wage, meal and rest periods, overtime eligibility and failure to pay for all hours worked. A number of these lawsuits have resulted in the payment of substantial settlements or damages by other carriers.

              These types of cases have increased since March 2014 when the Ninth Circuit Court of Appeals held that the application of California state wage and hour laws to interstate truck drivers is not preempted by federal law. The case was appealed to the Supreme Court of the United States, which denied certiorari in May 2015, and accordingly, the Ninth Circuit Court of Appeals decision stands. Current and future state and local wage and hour laws, including laws related to employee meal breaks and rest periods, may vary significantly from federal law. As a result, we, along with other companies in the industry, are subject to an uneven patchwork of wage and hour laws throughout the United States. There is proposed federal legislation to solidify the preemption of state and local wage and hour laws applied to interstate truck drivers; however, passage of such legislation is uncertain. If federal legislation is not passed, we may either need to comply with the most restrictive state and local laws across our entire fleet, or revise our management systems to comply with varying state and local laws. Either solution could result in increased compliance and labor costs, driver turnover and decreased efficiency.

              The outcome of litigation, particularly class action lawsuits, such as our pending wage and hour class action lawsuit, and regulatory actions, is difficult to assess or quantify, and the magnitude of the potential loss relating to such lawsuits may remain unknown for substantial periods of time. See "Business—Legal Proceedings." Additionally, the cost to defend litigation may also be significant. Not all claims are covered by our insurance (including wage and hour claims), and there can be no assurance that our coverage limits will be adequate to cover all amounts in dispute. To the extent we experience claims that are uninsured, exceed our coverage limits, involve significant aggregate use of our retention amounts, or cause increases in future premiums, the resulting expenses could have a material adverse effect on our business, financial condition and results of operations.

              In addition, we may be subject, and have been subject in the past, to litigation resulting from trucking accidents. The number and severity of litigation claims may be worsened by distracted driving by both truck drivers and other motorists. These lawsuits have resulted, and may result in the future, in the payment of substantial settlements or damages and increases of our insurance costs. For example, in April 2015, a tractor operated by Total was involved in an accident that resulted in five fatalities, as well as injuries to additional passengers in the impacted vehicles. We expect all claims related to that accident will be resolved within our aggregate coverage limits.

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Management and key employee turnover or failure to attract and retain qualified management and other key personnel, could materially adversely affect our business, financial condition and results of operations.

              We depend on the leadership and expertise of our executive management team and other key personnel to design and execute our strategic and operating plans. While we have employment agreements in place with these executives, there can be no assurance we will continue to retain their services and we may become subject to significant severance payments if our relationship with these executives is terminated under certain circumstances. Further, turnover, planned or otherwise, in these or other key leadership positions may materially adversely affect our ability to manage our business efficiently and effectively, and such turnover can be disruptive and distracting to management, may lead to additional departures of existing personnel and could have a material adverse effect on our operations and future profitability. We must recruit, develop and retain a core group of managers to realize our goal of expanding our operations, improving our earnings consistency and positioning ourselves for long-term operating revenue growth.

We have several major customers, and the loss of, or significant reduction of business with, one or more of them could have a material adverse effect on our business, financial condition and results of operations.

              A significant portion of our revenue is generated from a small number of major customers, the loss of, or significant reduction of business with, one or more of which could have a material adverse effect on our business. For the quarter ended March 31, 2018 and during 2017, respectively, our top 25 customers, based on revenue, accounted for approximately 71.1% and 69.0% of our revenue; our top ten customers, approximately 56.3% and 56.4% of our revenue; our top five customers, approximately 38.2% and 37.7% of our revenue; and our largest customer, Walmart Inc., accounted for approximately 10.6% and 10.6% of our revenue, in each case, calculated excluding fuel surcharge. A substantial portion of our freight is from customers in the retail industry. As such, our volumes are largely dependent on consumer spending and retail sales, and our results may be more susceptible to trends in unemployment and retail sales than carriers that do not have this concentration. In addition, our major customers engage in bid processes and other activities periodically (including currently) in an attempt to lower their costs of transportation. We may not choose to participate in these bids or, if we participate, may not be awarded the freight, either of which circumstances could result in a reduction of our freight volumes with these customers. In this event, we could be required to replace the volumes elsewhere at uncertain rates and volumes, suffer reduced equipment utilization or reduce the size of our fleet. Failure to retain our existing customers, or enter into relationships with new customers, each on acceptable terms, could materially impact our business, financial condition, results of operations and ability to meet our current and long-term financial forecasts.

              Economic conditions and capital markets may materially adversely affect our customers and their ability to remain solvent. Our customers' financial difficulties can negatively impact our results of operations and financial condition and our ability to comply with the covenants under our debt agreements, especially if they were to delay or default on payments to us. Generally, we do not have contractual relationships that guarantee any minimum volumes with our customers, and we cannot assure you that our customer relationships will continue as presently in effect. Our dedicated contract service offering is typically subject to longer term written contracts than our OTR service offering. However, certain of these contracts contain cancellation clauses, including our "evergreen" contracts, which automatically renew for one year terms but that can be terminated more easily. There is no assurance any of our customers, including our dedicated contract customers, will continue to utilize our services, renew our existing contracts, or continue at the same volume levels. Despite the existence of contractual arrangements with our customers, certain of our customers may nonetheless engage in competitive bidding processes that could negatively impact our contractual relationship. In addition, certain of our major customers may increasingly use their own truckload and delivery fleets, which would reduce our freight volumes. A reduction in or termination of our services by one or more of our

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major customers, including our dedicated contract customers, could have a material adverse effect on our business, financial condition and results of operations.

              In addition, the size and market concentration of some of our customers may allow them to exert increased pressure on the prices, margins and non-monetary terms of our contracts.

We depend on third-party service providers, particularly in our Brokerage segment, and service instability from these providers could increase our operating costs and reduce our ability to offer brokerage services, which could materially adversely affect our revenue, business, financial condition, results of operations and customer relationships.

              Our Brokerage segment is dependent upon the services of third-party carriers, including other truckload carriers. For this business, we do not own or control the transportation assets that deliver our customers' freight and we do not employ the providers directly involved in delivering the freight. These third-party providers may seek other freight opportunities and/or require increased compensation in times of improved freight demand or tight truckload capacity. If we are unable to secure the services of these third parties or if we become subject to increases in the prices we must pay to secure such services, our business, financial condition and results of operations may be materially adversely affected, and we may be unable to serve our customers on competitive terms. Our ability to secure sufficient equipment or other transportation services may be affected by many risks beyond our control, including equipment shortages in the transportation industry, particularly among contracted truckload carriers, interruptions in service due to labor disputes, driver shortage, changes in regulations impacting transportation and changes in transportation rates.

We may not make acquisitions in the future, which could impede growth, or if we do, we may not be successful in integrating any acquired businesses, either of which could have a material adverse effect on our business.

              Historically, a key component of our growth strategy has been to pursue acquisitions of complementary businesses. We currently do not expect to make any material acquisitions over the next few years, which could impede growth. If we do make acquisitions, we cannot assure that we will be successful in negotiating, consummating or integrating the acquisitions. If we succeed in consummating future acquisitions, our business, financial condition and results of operations, may be materially adversely affected because:

    some of the acquired businesses may not achieve anticipated revenue, earnings or cash flows;

    we may assume liabilities that were not disclosed to us or otherwise exceed our estimates;

    we may be unable to integrate acquired businesses successfully, or at all, and realize anticipated economic, operational and other benefits in a timely manner, which could result in substantial costs and delays or other operational, technical or financial problems;

    acquisitions could disrupt our ongoing business, distract our management and divert our resources;

    we may experience difficulties operating in markets in which we have had no or only limited direct experience;

    we could lose customers, employees and drivers of any acquired company;

    we may incur additional indebtedness; and

    we may issue additional shares of our Class A common stock, which would dilute your ownership in the Company.

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We are subject to certain risks arising from our Mexican operations.

              We have operations in Mexico, representing approximately 4% of our revenue in 2017, excluding fuel surcharge. As a result, we are subject to risks of doing business internationally, including fluctuations in foreign currencies, changes in the economic strength of Mexico, difficulties in enforcing contractual obligations and intellectual property rights, burdens of complying with a wide variety of international and U.S. export and import laws, economic sanctions and social, political and economic instability. We must also comply with applicable anti-corruption and anti-bribery laws such as the U.S. Foreign Corrupt Practices Act and local laws prohibiting corrupt payments to government officials. We cannot guarantee compliance with all applicable laws, and violations could result in substantial fines, sanctions, civil or criminal penalties, competitive or reputational harm, litigation or regulatory action and other consequences that might adversely affect our results of operations and our consolidated performance.

              In addition, if we are unable to maintain our Free and Secure Trade ("FAST"), Business Alliance for Secure Commerce ("BASC") and U.S. C-TPAT certification statuses, we may have significant border delays, which could cause our Mexican operations to be less efficient than those of competitor truckload carriers also operating in Mexico that obtain or continue to maintain FAST, BASC and C-TPAT certifications. We also face additional risks associated with our foreign operations, including restrictive trade policies and imposition of duties, taxes or government royalties imposed by the Mexican government, to the extent not preempted by the terms of the North American Free Trade Agreement ("NAFTA"). In addition, changes to NAFTA or other treaties governing our business could materially adversely affect our international business. Factors that substantially affect the operations of our business in Mexico may have a material adverse effect on our overall results of operations. Additionally, the management team for our Mexican operations is relatively small and each member of the management team has significant impact on the performance and results of our Mexican operations. The loss of one or more of the management members could have a negative effect on our Mexican revenue and results of operations and on our consolidated performance.

Changes to trade regulation, quotas, duties or tariffs, caused by the changing U.S. and geopolitical environments or otherwise, may increase our costs and materially adversely affect our business.

              Recent activity by the Trump administration has led to the imposition of tariffs on certain imported steel and aluminum. The implementation of these tariffs, as well as the imposition of additional tariffs or quotas or changes to certain trade agreements, could, among other things, increase the costs of the materials used by our suppliers to produce new revenue equipment or increase the price of fuel. Such cost increases for our revenue equipment suppliers would likely be passed on to us, and to the extent fuel prices increase, we may not be able to fully recover such increases through rate increases or our fuel surcharge program, either of which could have a material adverse effect on our business.

Our business depends on our reputation and the value of the U.S. Xpress brand, and if we are unable to protect our brand name or proprietary and other intellectual property rights, our competitive position may be harmed.

              We believe that the U.S. Xpress brand name symbolizes high-quality service and reliability and is a significant sales and marketing tool to which we devote substantial resources to promote and protect. Adverse publicity, whether or not justified, related to activities by our drivers, independent contractors or agents, such as accidents, customer service issues or noncompliance with laws, could tarnish our reputation and reduce the value of our brand. With the increased use of social media outlets, adverse publicity can be disseminated quickly and broadly, making it difficult for us to respond effectively. Damage to our reputation and loss of value in our brand could reduce the demand for our

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services and have a material adverse effect on our financial condition and results of operations, and require additional resources to rebuild our reputation and restore the value of our brand.

              In addition, we depend on the protection of our proprietary and other intellectual property rights, including service marks, trademarks, domain names, patents, copyrights, confidential information and similar intellectual property rights. We rely on a combination of laws and contractual restrictions with employees, independent contractors, customers, suppliers, affiliates and others to establish and protect these proprietary and other intellectual property rights. Despite our efforts to protect our proprietary and other intellectual property rights, third parties may use our proprietary and other intellectual property information without our authorization and may otherwise misappropriate, infringe or violate the same, and efforts to prevent or police such unauthorized use or misappropriation, including instituting litigation, may consume significant resources, which could materially adversely affect our business, distract our management and divert our resources.

Developments in labor and employment law and any unionizing efforts by employees could have a material adverse effect on our results of operations.

              We face the risk that Congress, federal agencies or one or more states could approve legislation or regulations significantly affecting our businesses and our relationship with our employees, such as the previously proposed federal legislation referred to as the Employee Free Choice Act, which would have substantially liberalized the procedures for union organization. None of our domestic employees are currently covered by a collective bargaining agreement, but any attempt by our employees to organize a labor union could result in increased legal and other associated costs. Additionally, given the National Labor Relations Board's "speedy election" rule, our ability to timely and effectively address any unionizing efforts would be difficult. If we entered into a collective bargaining agreement with our domestic employees, the terms could materially adversely affect our costs, efficiency and ability to generate acceptable returns on the affected operations. Our Mexican subsidiary, Xpress Internacional, has a collective bargaining agreement with its Mexican employees on substantially the same employment terms required by Mexican law.

              Additionally, the Department of Labor issued a final rule in 2016 raising the minimum salary basis exemption from overtime payments for executive, administrative and professional employees. The rule increases the minimum salary from the current amount of $23,660 to $47,476 and up to 10% of non-discretionary bonus, commission and other incentive payments can be counted towards the minimum salary requirement. The rule was scheduled to go into effect on December 1, 2016. However, the rule was temporarily enjoined from going into effect in November 2016, and later invalidated in August 2017, after several states and business groups filed separate lawsuits against the Department of Labor challenging the rule. However, any future rule similar to this rule that impacts the way we classify certain positions, increases our payment of overtime wages or increases the salaries we are required to pay to currently exempt employees to maintain their exempt status may have a material adverse effect on our business, financial condition and results of operations.

Seasonality and the impact of weather and other catastrophic events affect our operations and profitability.

              Our tractor productivity decreases during the winter season because inclement weather impedes operations and some shippers reduce their shipments after the winter holiday season. Revenue may also be adversely affected by inclement weather and holidays, since revenue is directly related to available working days of shippers. At the same time, operating expenses increase and fuel efficiency declines because of engine idling and harsh weather creating higher accident frequency, increased claims and higher equipment repair expenditures. We also may suffer from weather-related or other unforeseen events such as tornadoes, hurricanes, blizzards, ice storms, floods, fires, earthquakes and explosions. These events may disrupt fuel supplies, increase fuel costs, disrupt freight shipments or routes, affect regional economies, damage or destroy our assets or adversely affect the business or

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financial condition of our customers, any of which could materially adversely affect our results of operations or make our results of operations more volatile.

Our total assets include goodwill and other intangibles. If we determine that these items have become impaired in the future, net income could be materially adversely affected.

              As of March 31, 2018, we had recorded goodwill of $57.7 million and other intangible assets of $30.3 million primarily as a result of certain customer relationships connected with certain acquisition-related transactions and trade names. Goodwill represents the excess of the consideration paid by us over the estimated fair value of identifiable net assets acquired by us. We may never realize the full value of our goodwill or intangible assets. Any future determination requiring the write-off of a significant portion of goodwill or other intangible assets would have a material adverse effect on our business, financial condition and results of operations.

Uncertainties in the interpretation and application of the 2017 Tax Cuts and Jobs Act could materially adversely affect our tax obligations and effective tax rate.

              In December 2017, the U.S. enacted comprehensive tax legislation, commonly referred to as the 2017 Tax Cuts and Jobs Act. The new law requires complex computations not previously required by U.S. tax law. As such, the application of accounting guidance for such items is currently uncertain. Further, compliance with the new law and the accounting for such provisions require preparation and analysis of information not previously required or regularly produced. In addition, the U.S. Department of Treasury has broad authority to issue regulations and interpretative guidance that may significantly impact how we will apply the law and impact our results of operations in future periods. Accordingly, while we have provided a provisional estimate on the effect of the new law in our accompanying audited financial statements, further regulatory or GAAP accounting guidance for the law, our further analysis on the application of the law, and refinement of our initial estimates and calculations could materially change our current provisional estimates, which could in turn materially affect our tax obligations and effective tax rate. There are also likely to be significant future impacts that these tax reforms will have on our future financial results and our business strategies. In addition, there is a risk that states or foreign jurisdictions may amend their tax laws in response to these tax reforms, which could have a material adverse effect on our results.

Risks Related to this Offering and Ownership of Our Class A Common Stock

You may not be able to resell your shares at or above the offering price or at all, and our stock price may be volatile, which could result in a significant loss or impairment of your investment.

              Prior to this offering, there has been no public market for our Class A common stock. An active public market for our Class A common stock may not develop or be sustained after this offering, in which case it may be difficult for you to sell your shares of our Class A common stock at a price that is attractive to you or at all. The price of our Class A common stock in any such market may be higher or lower than the price that you pay in this offering. If you purchase shares of our Class A common stock in this offering, you will pay a price that was not established in a competitive market. Rather, you will pay the price that we negotiated with the representative of the underwriters, which may not be indicative of prices that will prevail in the trading market. We are not selling shares of our Class B common stock in this offering, and accordingly, there will be no public market for shares of our Class B common stock.

              The trading price of our Class A common stock may be volatile and subject to wide price fluctuations in response to various factors, many of which are beyond our control, including those described above in "—Risks Related to Our Business" and the following:

    actual or anticipated fluctuations in our quarterly or annual financial results;

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    the financial guidance we may provide to the public, any changes in such guidance or our failure to meet such guidance;

    failure of industry or securities analysts to maintain coverage of us, changes in financial estimates or downgrades of our Class A common stock or our sector by any industry or securities analysts that follow us or our failure to meet such estimates;

    downgrades in our credit ratings or the credit ratings of our competitors;

    market factors, including rumors, whether or not correct, involving us or our competitors;

    unfavorable market reactions to allegations regarding the safety of our or our competitors' services and costs or negative publicity arising out of any potential litigation and/or government investigations resulting therefrom;

    fluctuations in stock market prices and trading volumes of securities of similar companies;

    sales or anticipated sales of large blocks of our Class A common stock;

    short selling of our Class A common stock by investors;

    limited "public float" in the hands of a small number of persons whose sales or lack of sales of our Class A common stock could result in positive or negative pricing pressure on the market price for our Class A common stock;

    our ability to satisfy our ongoing capital requirements and unanticipated cash needs or adverse market reaction to any additional indebtedness we may incur or securities we may issue in the future;

    additions or departures of key personnel;

    announcements of new commercial relationships, acquisitions or other strategic transactions, or entry into new markets or exit from markets by us or our competitors;

    failure of any of our initiatives, including our growth strategy, to achieve commercial success;

    regulatory or political developments;

    changes in accounting principles or methodologies;

    litigation or governmental investigations;

    negative publicity about us in the media and online; and

    general financial market conditions or events.

              Furthermore, the stock markets have experienced extreme price and volume fluctuations that have affected and continue to affect the market prices of equity securities of many companies. These fluctuations sometimes have been unrelated or disproportionate to the operating performance of those companies. These and other factors may cause the market price and demand for our Class A common stock to fluctuate substantially, which may limit or prevent investors from readily selling their shares of Class A common stock and may otherwise adversely affect the price or liquidity of our Class A common stock.

              In addition, in the past, when the market price of a stock has been volatile, holders of that stock have sometimes instituted securities class action litigation against the company that issued the stock. If any of our stockholders were to bring a lawsuit against us, we could incur substantial costs defending it or paying for settlements or damages. Such a lawsuit could also divert the time and attention of our management from operating our business. As a result, such litigation may adversely affect our business, financial condition and results of operations.

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We have identified material weaknesses in our internal control over financial reporting. If our remediation of these material weaknesses is not effective, or if we identify additional material weaknesses in the future or otherwise fail to maintain an effective system of internal controls in the future, we may not be able to accurately or timely report our financial condition or results of operations, which may adversely affect investor confidence in us and, as a result, the value of our Class A common stock.

              We are not currently required to comply with the rules of the SEC implementing Section 404 of the Sarbanes-Oxley Act and are therefore not required to make a formal assessment of the effectiveness of our internal controls over financial reporting for that purpose. Upon becoming a public company, we will be required to comply with the SEC's rules implementing Sections 302 and 404 of the Sarbanes-Oxley Act, which will require management to certify financial and other information in our quarterly and annual reports and provide an annual management report on the effectiveness of controls over financial reporting. Though we will be required to disclose changes made in our internal controls and procedures on a quarterly basis, we will not be required to make our first annual assessment of our internal controls over financial reporting pursuant to Section 404 (including an auditor attestation on management's internal controls report) until our annual report on Form 10-K for the fiscal year ending December 31, 2019.

              To comply with the internal controls requirements of being a public company, we will need to undertake various actions, such as implementing new internal controls and procedures and hiring additional accounting or internal audit staff. Testing and maintaining internal controls can divert our management's attention from other matters that are important to the operation of our business.

              During the course of preparing for this offering, we identified material weaknesses in the design of our internal control over financial reporting. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of a company's annual or interim financial statements will not be prevented or detected on a timely basis.

              We did not maintain effective internal control over financial reporting related to the control activities component of Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, the COSO framework. The control activities material weakness contributed to the following additional material weaknesses:

    Ineffective design of information technology general computer controls with respect to program development, change management, computer operations, and user access, as well as inappropriate segregation of duties with respect to creating and posting journal entries,

    Ineffective design of controls over income tax accounting, and

    Insufficient evidential matter to support design of our controls.

              While these deficiencies did not result in a material misstatement to the consolidated financial statements included in this filing, the income tax material weakness described above did result in a revision to the 2016 financial statements. See Note 2 to our consolidated financial statements for the year ended December 31, 2017 included elsewhere in this prospectus. There is a risk that these deficiencies could result in misstatements potentially impacting all financial statement accounts and disclosures that would not be prevented or detected.

              We are currently in the process of remediating the above material weaknesses. We are taking numerous steps to enhance our internal control environment and address the underlying causes of the material weaknesses. These efforts include designing and implementing the appropriate IT general computer controls, including ensuring proper segregation of duties with respect to creating and posting journal entries, and controls over income tax accounting. In addition, we are enhancing our process to retain evidential matter that supports the design and implementation of our controls. Our current

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efforts to design and implement an effective control environment may not be sufficient to remediate the material weaknesses described above or prevent future material weaknesses or control deficiencies from occurring. There is no assurance that we will not identify additional material weaknesses in our internal control over financial reporting in the future.

              If we fail to effectively remediate the material weaknesses in our control environment, if we identify future material weaknesses in our internal controls over financial reporting, or if we are unable to comply with the demands that will be placed upon us as a public company, including the requirements of Section 404 of the Sarbanes-Oxley Act, in a timely manner, we may be unable to accurately report our financial results, or report them within the timeframes required by the SEC. We also could become subject to sanctions or investigations by the NYSE, the SEC or other regulatory authorities. In addition, if we are unable to assert that our internal control over financial reporting is effective, or if our independent registered public accounting firm is unable to express an opinion as to the effectiveness of our internal control over financial reporting, when required, investors may lose confidence in the accuracy and completeness of our financial reports, we may face restricted access to the capital markets and our stock price may be adversely affected.

If securities or industry analysts do not publish or cease publishing research or reports about us, our business, our market or our competitors, or if they change their recommendations regarding our Class A common stock in a negative way, the price and trading volume of our Class A common stock could decline.

              The trading market for our Class A common stock will be influenced by the research and reports that industry or securities analysts may publish about us, our business, our market or our competitors. If any of the analysts who cover us change their recommendation regarding our Class A common stock in a negative way, or provide more favorable relative recommendations about our competitors, the price of our Class A common stock would likely decline. If any analyst who covers us were to cease coverage of us or fail to regularly publish reports on us, we could lose visibility in the financial markets, which in turn could cause our Class A common stock price or trading volume to decline.

The large number of shares eligible for public sale in the future, or the perception of the public that these sales may occur, could depress the market price of our Class A common stock.

              The market price of our Class A common stock could decline as a result of (i) sales of a large number of shares of our Class A common stock in the market after this offering, particularly sales by our directors, employees (including our executive officers) and significant stockholders, and (ii) a large number of shares of our common stock being registered or offered for sale (including upon the conversion of Class B shares for Class A shares and the subsequent sale by the holders thereof). These sales, or the perception that these sales could occur, may depress the market price of our Class A common stock. We will have          shares of Class A common stock outstanding after this offering (or          shares if the underwriters' exercise their option to purchase additional shares from the selling stockholders in full). In addition to the sale of existing Class A shares, our charter will not limit the conversion of Class B shares into Class A shares upon transfer by the holders thereof and as a result, all of the Class B shares may be converted into Class A shares, which could have a negative effect on the market price of the outstanding Class A shares.

              As soon as practicable after the closing of this offering, we intend to file a registration statement on Form S-8 under the Securities Act to register shares of our Class A common stock issued or reserved for issuance under the Incentive Plan and the ESPP. The Form S-8 registration statement will become effective immediately upon filing, and shares covered by that registration statement will thereupon be eligible for sale in the public markets to the extent permitted by various vesting schedules, holding periods, the lock-up agreements described below and the limitations of Rule 144 under the Securities Act ("Rule 144") applicable to affiliates.

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              We and certain of our stockholders, directors and officers have agreed to a "lock-up," pursuant to which neither we nor they will sell any shares without the prior consent of the representatives of the underwriters for 180 days after the date of this prospectus, subject to certain exceptions and extensions under certain circumstances. Following the expiration of the applicable lock-up period, all of our shares of common stock will be eligible for future sale, subject to the applicable volume, manner of sale, holding period and other limitations of Rule 144. In addition, prior to the consummation of this offering, we intend to enter into registration rights agreements with certain members of the Fuller and Quinn families (or trusts for the benefit of any of them or entities owned by any of them) pursuant to which such persons will have certain registration rights with respect to the common stock that they will retain following this offering. See "Shares Eligible for Future Sale" and "Description of Capital Stock—Registration Rights Agreement" for a discussion of the shares of common stock that may be sold into the public market in the future.

You will incur immediate and substantial dilution in your investment because our earlier investors paid less than the initial public offering price when they purchased their shares.

              If you purchase shares in this offering, you will incur immediate dilution of $          in net tangible book value per share (or $          if the underwriters exercise their option to purchase additional shares from the selling stockholders in full), based on an assumed initial public offering price of $           per share, the mid point of the price range set forth on the cover page of this prospectus, because the price that you pay will be greater than the net tangible book value per share of the shares acquired. This dilution arises because our earlier investors paid less than the initial public offering price when they purchased their shares of our common stock. See "Dilution."

In the future, we expect to issue stock-based compensation, which has the potential to dilute stockholders' value and cause the price of our common stock to decline.

              In the future, we expect to offer stock options, restricted stock and/or other forms of stock based compensation to our eligible employees, consultants and nonemployee directors. If we grant more equity awards to attract and retain key personnel, the expenses associated with such additional equity awards could materially adversely affect our results of operations and may also result in additional dilution to our stockholders. If any stock options that we issue are exercised or any restrictions on restricted stock that we issue lapse and those shares are sold into the public market, the market price of our Class A common stock may decline. In addition, the availability of shares of Class A common stock for award under the Incentive Plan or the grant of stock options, restricted stock or other forms of stock based compensation may adversely affect the market price of our Class A common stock.

The dual class structure of our common stock has the effect of concentrating voting control with certain members of the Fuller and Quinn families (or trusts for the benefit of any of them or entities owned by any of them); this will limit or preclude your ability to influence corporate matters.

              Our Class B common stock has five votes per share, and our Class A common stock, which is the stock we are offering in this initial public offering, has one vote per share. Stockholders who hold shares of Class B common stock, Messrs. Max Fuller and Eric Fuller and Ms. Pate (collectively, the "Qualifying Stockholders") and certain trusts for the benefit of any of them or their family members or certain entities owned by any of them or their family members (collectively with the Qualifying Stockholders, the "Class B Stockholders"), will together hold approximately        % of the voting power of our outstanding capital stock following our initial public offering, assuming the underwriters do not exercise their option to purchase additional shares. Because of the five-to-one voting ratio between our Class B common stock and Class A common stock, the Class B Stockholders collectively will continue to control a majority of the combined voting power of our common stock and therefore be able to

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control all matters submitted to our stockholders for approval so long as the shares of Class B common stock represent at least        % of all outstanding shares of our Class A common stock and Class B common stock. This concentrated control will limit or preclude your ability to influence corporate matters for the foreseeable future. The interests of the Class B Stockholders may conflict with the interests of our other stockholders, and they may take actions affecting us with which other stockholders disagree. For example, the Class B Stockholders could take actions that would have the effect of delaying, deterring or preventing a change in control or other business combination that might otherwise be beneficial to us and our stockholders. In addition, certain of the Class B Stockholders have been engaged from time to time in certain related party transactions with us. See "Certain Relationships and Related Party Transactions." Further Messrs. Eric Fuller and Max Fuller and Ms. Pate intend to enter into a voting agreement under which each will grant a voting proxy with respect to the shares of Class B common stock subject to the voting agreement. Mr. Eric Fuller has initially designated Mr. Max Fuller as his proxy and Mr. Max Fuller and Ms. Pate have each initially designated Mr. Eric Fuller as his or her proxy. Accordingly, upon death or incapacity of any of Messrs. Eric Fuller or Max Fuller or Ms. Pate, voting control would remain concentrated with certain members of the Fuller and/or Quinn families. See "Description of Capital Stock—Voting Agreement."

              Future transfers by holders of Class B common stock will generally result in those shares converting to Class A common stock, except for transfers among certain members of the Fuller and Quinn families (or trusts for the benefit of any of them or entities owned by any of them) effected for estate planning or charitable purposes. The conversion of Class B common stock to Class A common stock will have the effect, over time, of increasing the relative voting power of those holders of Class B common stock who retain their shares in the long term. For a description of the dual class structure, see "Description of Capital Stock—Class A and Class B Common Stock."

We do not currently expect to pay any cash dividends.

              The continued operation and growth of our business will require substantial funding. Accordingly, we do not currently expect to pay any cash dividends on shares of our common stock. Any determination to pay dividends in the future will be at the discretion of our Board of Directors and will depend upon our results of operations, financial condition, contractual restrictions, including restrictive covenants contained in our financing agreements, restrictions imposed by applicable law, capital requirements and other factors our Board of Directors deems relevant. Additionally, under our New Credit Facilities, we expect our subsidiaries will be restricted from paying cash dividends except in limited circumstances. Accordingly, if you purchase shares in this offering, realization of a gain on your investment will depend on the appreciation of the price of our common stock, which may never occur. Investors seeking cash dividends in the foreseeable future should not purchase our common stock. See "Dividend Policy."

We will incur increased costs and become subject to additional regulations and requirements as a result of becoming a public company, and our management will be required to devote substantial time to new compliance matters, which could lower our profits or make it more difficult to run our business.

              As a public company, we will incur significant legal, accounting and other expenses that we have not incurred as a private company, including costs associated with public company reporting requirements. We also have incurred and will incur costs associated with complying with the Exchange Act and the Sarbanes-Oxley Act and related rules implemented by the SEC and the NYSE. Complying with these reporting and other regulatory requirements will be time consuming and will result in increased costs to us and could have a negative effect on our business, financial condition and results of operations. These requirements may place a strain on our systems and resources. The Exchange Act requires that we file annual, quarterly and current reports with respect to our business and financial condition. The Sarbanes-Oxley Act requires that we maintain effective disclosure controls and

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procedures and internal controls over financial reporting. To maintain and improve the effectiveness of our disclosure controls and procedures, we may need to commit significant resources, hire additional staff and provide additional management oversight. We will be implementing additional procedures and processes for the purpose of addressing the standards and requirements applicable to public companies. The expenses incurred by public companies generally for reporting and corporate governance purposes have been increasing.

              We expect these rules and regulations to increase our legal and financial compliance costs and to make some activities more time-consuming and costly although we are currently unable to estimate these costs with any degree of certainty. Our management will need to devote a substantial amount of time to ensure that we comply with all of these requirements. These laws and regulations also could make it more difficult or costly for us to obtain certain types of insurance, including director and officer liability insurance, and we may be forced to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. These laws and regulations could also make it more difficult for us to attract and retain qualified persons to serve on our Board of Directors, our board committees or as our executive officers. Furthermore, if we are unable to satisfy our obligations as a public company, we could be subject to delisting of our Class A common stock, fines, sanctions and other regulatory action and potentially civil litigation.

Provisions in our charter documents or Nevada law may inhibit a takeover, which could limit the price investors might be willing to pay in the future for our Class A common stock.

              Our Second Amended and Restated Articles of Incorporation ("Articles of Incorporation"), our Amended and Restated Bylaws ("Bylaws"), and Nevada corporate law contain provisions that could delay, discourage or prevent a change of control or changes in our Board of Directors or management that a stockholder might consider favorable. For example, our Articles of Incorporation authorize our Board of Directors to issue preferred stock without stockholder approval and to set the rights, preferences and other terms thereof, including voting rights of those shares; our Articles of Incorporation do not provide for cumulative voting in the election of directors, which would otherwise allow holders of less than a majority of stock to elect some directors; our Class B common stock possesses disproportionate voting rights; and our Bylaws provide that a stockholder must provide advance notice of business to be brought before an annual meeting or to nominate candidates for election as directors at an annual meeting of stockholders. These provisions will apply even if the change may be considered beneficial by some of our stockholders, and thereby negatively affect the price that investors might be willing to pay in the future for our Class A common stock. In addition, to the extent that these provisions discourage an acquisition of our company or other change in control transaction, they could deprive stockholders of opportunities to realize takeover premiums for their shares of our Class A common stock. See "Description of Capital Stock" for a description of these provisions.

Our Articles of Incorporation designate the Eighth Judicial District Court of Clark County of the State of Nevada as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by our stockholders, which could limit our stockholders' ability to obtain a favorable judicial forum for disputes with us or our directors, officers or employees.

              Our Articles of Incorporation provide that, unless we consent in writing to an alternative forum, the Eighth Judicial District Court of Clark County of the State of Nevada will be the sole and exclusive forum for any and all actions, suits or proceedings, whether civil, administrative or investigative or that asserts any claim or counterclaim brought in our name or on our behalf, any derivative action (i) asserting a claim of breach of a fiduciary duty owed by any of our directors, officers or employees to us or our stockholders, (ii) arising or asserting a claim arising pursuant to any provision the Nevada Statutes, our Articles of Incorporation or our Bylaws or (iii) asserting a claim

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that is governed by the internal affairs doctrine, in each such case subject to the Eighth Judicial District Court of Clark County having personal jurisdiction over the indispensable parties named as defendant. Any person purchasing or otherwise acquiring any interest in any shares of our capital stock shall be deemed to have notice of and to have consented to this provision of our Articles of Incorporation. This choice of forum provision may limit our stockholders' ability to bring certain claims, including claims against our directors, officers or employees, in a judicial forum that the stockholder finds favorable and therefore may discourage lawsuits with respect to such claims. Stockholders who do bring a claim in the Eighth Judicial District Court of Clark County could face additional litigation and related costs in pursuing any such claim, particularly if they do not reside in or near Nevada. The Eighth Judicial District Court of Clark County may also reach different judgments or results than would other courts, including courts where a stockholder considering an action may be located or would otherwise choose to bring the action, and such judgments or results may be more favorable to us than to our stockholders. Alternatively, if a court were to find this provision of our Articles of Incorporation inapplicable to, or unenforceable in respect of, one or more of the specified types of actions or proceedings, we may incur additional costs associated with resolving such matters in other jurisdictions, which could have a material adverse effect on our business, financial condition or results of operations.

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

              This prospectus contains forward-looking statements, which involve risks and uncertainties. These forward-looking statements are generally identified by the use of forward-looking terminology, including the terms "anticipate," "believe," "continue," "could," "design," "estimate," "expect," "forecast," "foresee," "goal," "hope," "intend," "likely," "may," "might," "plan," "potential," "predict," "project," "seek," "should," "target," "will," "would" and, in each case, their negative or other various or comparable terminology. All statements other than statements of historical facts contained in this prospectus, including statements regarding our strategy, future operations, future financial position, future revenue, projected costs, prospects, plans, objectives of management and expected market growth are forward-looking statements. The forward-looking statements are included throughout this prospectus, including in the sections entitled "Prospectus Summary," "Risk Factors," "Use of Proceeds," "Management's Discussion and Analysis of Financial Condition and Results of Operations" and "Business" and include, among other things, statements relating to:

    our strategy, outlook and growth prospects;

    our operational and financial targets and dividend policy;

    general economic trends and trends in the industry and markets; and

    the competitive environment in which we operate.

              These statements involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Important factors that could cause our results to vary from expectations include, but are not limited to:

    any future recessionary economic cycles and downturns in customers' business cycles or other events that decrease customer demand, particularly in market segments and industries in which we have a significant concentration of customers;

    increased costs and other challenges related to driver recruitment and retention;

    agreements with independent contractors, including those related to equipment financing and fuel reimbursement and the potential impact of more stringent federal leasing regulations;

    independent contractors, whom we contract with to supply one or more tractors and drivers for our use, being deemed to be our employees;

    our ability to maintain profitability and to successfully achieve our business strategies;

    pricing and other competitive pressures;

    potential volatility or decrease in the amount of earnings as a result of increasing collateral requirements of our insurance programs or our retention of high deductibles on our claims exposure, including through our captive insurance company, which is subject to substantial regulation;

    increases in new equipment prices or replacement costs, design changes of new engines, decreases in availability of new equipment and volatility in the used equipment market;

    the absence of financing for new equipment or the failure of equipment investments and upgrades to increase profitability, generate cost savings or match customer demand;

    difficulties in obtaining good and services from our vendors and suppliers;

    potential cybersecurity breaches or failures of our systems, networks and other information technology assets;

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    limitations resulting from our existing or future indebtedness;

    any weakening in the credit markets or economy;

    our ability to obtain financing on favorable terms, or at all, and the potential dilution of existing stockholders;

    volatility in the price or availability of fuel;

    the regulatory environment in which we operate, including increased direct and indirect costs of compliance with, or liability for violations of, existing regulations and changes in existing regulations, including those related to CSA, DOT safety ratings, hours-of-service and environmental regulations;

    our ability to successfully defend litigation proceedings, including class action lawsuits that have been increasing recently in the industry;

    our ability to retain or replace key personnel and develop a core group of managers;

    a significant reduction in, or termination of, our services by one or more major customers;

    service instability or pricing increases from third-party providers utilized in our Brokerage segment;

    our ability to make and integrate future acquisitions successfully, or at all;

    compliance with international laws, changes in trade policies, renewal of certifications, and other risks associated with our operations in Mexico;

    our ability to protect our brand name or proprietary and other intellectual property rights;

    legislation affecting our relationship with or the classification of our employees or the attempted organization of a labor union by our employees;

    seasonal factors such as harsh weather conditions and holiday shipping patterns that may increase operating costs and decrease revenues and the impact of catastrophic events;

    impairments of goodwill and other intangibles;

    the impact of recent U.S. federal income tax reform;

    the volatility of our stock price, including the inability for stockholders to sell their shares at or above the offering price;

    stock price declines if securities or industry analysts do not publish or cease publishing research reports about our business or publish negative reports;

    future sales or the perception of future sales of our Class A common stock could lead to stock price reductions;

    investors will incur immediate and substantial dilution in this offering;

    future issuance of stock-based compensation could dilute stockholders' value and cause the stock price reductions;

    the dual class structure of our common stock has the effect of concentrating voting control with the Class B Stockholders, which could limit or preclude investors' ability to influence corporate matters;

    our expectation not to pay any cash dividends;

    our ability to enter into the New Credit Facilities;

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    the increased time and costs associated with operating as a public company;

    our ability to establish and maintain effective internal controls;

    our charter documents or Nevada law may inhibit a takeover; and

    other risks, uncertainties and factors set forth in this prospectus, including those set forth under "Risk Factors."

              These forward-looking statements reflect our views with respect to future events as of the date of this prospectus and are based on assumptions and subject to risks and uncertainties. Given these uncertainties, you should not place undue reliance on these forward-looking statements. These forward-looking statements represent our estimates and assumptions only as of the date of this prospectus and, except as required by law, we undertake no obligation to update or review publicly any forward-looking statements, whether as a result of new information, future events or otherwise after the date of this prospectus. We anticipate that subsequent events and developments will cause our views to change. You should read this prospectus and the documents filed as exhibits to the registration statement, of which this prospectus is a part, completely and with the understanding that our actual future results may be materially different from what we expect. Our forward-looking statements do not reflect the potential impact of any future acquisitions, merger, dispositions, joint ventures, investments or other strategic transactions we may undertake. We qualify all of our forward-looking statements by these cautionary statements.

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DIVIDEND POLICY

              We currently intend to retain all available funds and any future earnings for use in the development and expansion of our business, the repayment of debt and for general corporate purposes. Any future determination to pay dividends and other distributions will be at the discretion of our Board of Directors. Such determinations will depend on then-existing conditions, including our financial condition and results of operations, contractual restrictions, including restrictive covenants contained in our financing agreements, capital requirements and other factors that our Board of Directors may deem relevant. In addition, we expect that our New Credit Facilities will contain covenants that restrict our ability to pay cash dividends.

              New Mountain Lake currently holds all of the issued and outstanding stock of U.S. Xpress Enterprises, Inc. Pursuant to our Restricted Membership Units Plan, certain employees of U.S. Xpress Enterprises, Inc. and its subsidiaries received compensation in the form of redeemable restricted membership units in New Mountain Lake. When the Company repurchased vested membership units from its employees, U.S. Xpress Enterprises, Inc. returned to New Mountain Lake the repurchased shares in the form of a dividend. In this manner, we paid dividends to New Mountain Lake in each of the years ended December 31, 2017 and 2016 and the quarters ended March 31, 2018 and 2017. This arrangement will be discontinued upon the consummation of the Reorganization.

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REORGANIZATION

              Immediately prior to the effectiveness of the registration statement, of which this prospectus is a part, we expect to complete a series of reorganization transactions pursuant to which New Mountain Lake will merge with and into U.S. Xpress Enterprises, Inc., with U.S. Xpress Enterprises, Inc. continuing as the surviving corporation. New Mountain Lake currently owns all of the issued and outstanding stock of U.S. Xpress Enterprises, Inc. In connection with this reorganization, we will adopt the Second Amended and Restated Certificate of Incorporation of the Company and we expect that the issued and outstanding membership units of New Mountain Lake outstanding immediately prior to the reorganization will be converted into and exchanged for U.S. Xpress Enterprises, Inc. capital stock. We expect to provide for the issuance of                        shares of Class A common stock for each Class B non-voting membership unit in New Mountain Lake and                        shares of Class B common stock for each Class A voting membership unit in New Mountain Lake. These transactions are collectively referred to in this prospectus as the "Reorganization." The purpose of the Reorganization will be to reorganize our corporate structure so that our existing investors would own capital stock of U.S. Xpress Enterprises, Inc. directly, rather than through equity interests in New Mountain Lake. With the exception of historical financial data, and unless otherwise indicated, all information included in this prospectus is presented after giving effect to the Reorganization.

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USE OF PROCEEDS

              We estimate that the net proceeds to us from this offering will be approximately $             million assuming an initial public offering price of $            per share (the mid point of the price range set forth on the cover page of this prospectus), after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us.

              In connection with, and contingent upon, this offering, we intend to enter into the New Revolver and the New Term Loan. We do not expect to have any amounts outstanding under the New Revolver immediately after this offering. We expect the New Term Loan to be in the face amount of $200.0 million. The closing of this offering is not conditioned on the consummation of the New Revolver or the New Term Loan. We cannot assure you that the New Revolver or the New Term Loan will be completed on the terms described in this prospectus or at all. See "Risk Factors"

              We expect to use the net proceeds from this offering as follows: (a) approximately $             million to repay (i) our existing term loan facility, (ii) borrowings outstanding under our existing revolving credit facility and (iii) the 2007 Restated Term Note, (b) approximately $             million for fees and expenses incurred in connection with this offering and (c) approximately $             million for general corporate purposes, including, but not limited to, the purchase of the Tunnel Hill, Georgia, real estate we historically have leased from Q&F Realty, a related party. Additional proceeds, if any, will be used to increase cash on our balance sheet. Our existing $275.0 million term loan facility had $192.5 million outstanding at March 31, 2018. The existing term loan facility has a maturity date of May 30, 2020 and bears interest at LIBOR plus an applicable margin of 10.0% to 11.5%. Our existing revolving credit facility had $49.1 million in outstanding borrowings and $35.1 million in letters of credit at March 31, 2018. The existing revolving credit facility bears interest dependent on the excess availability on the facility at the base rate plus an applicable margin of 0.50% to 1.00% or LIBOR plus an applicable margin of 1.50% to 2.00%.

              The 2007 Restated Term Note is unsecured, matures in November 2020 and bears interest at 13.0% per annum, the rate calculated as if the highest applicable margin under our existing term loan facility were in effect, and is held in part by certain related parties. The purchase price of the Tunnel Hill, Georgia, real estate was determined by an independent third-party appraisal. See "Certain Relationships and Related Party Transactions."

              We expect to use the net proceeds of the New Term Loan as follows: (a) to repay a portion of our equipment installment notes, (b) for fees and expenses incurred in connection with the entry into the New Credit Facilities and (c) for general corporate purposes, including, but not limited to, the purchase of tractors and trailers scheduled for delivery in 2018 and other general corporate purposes. At March 31, 2018, the equipment financing notes had weighted average interest rate of approximately 4.8% per annum, an aggregate outstanding principal balance of $302.8 million and maturity dates through August 2022.

              We will not receive any proceeds from the sale of shares by the selling stockholders but have agreed to pay certain expenses incurred by the selling stockholders in connection with the sale.

              Each $1.00 increase (decrease) in the assumed initial public offering price per share of $            per share, based on the mid point of the price range set forth on the cover page of this prospectus, would increase (decrease) our net proceeds by $             million, assuming the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. An increase (decrease) of 1,000,000 shares from the expected number of shares to be sold by us in this offering, assuming no change in the assumed initial offering price per share, which is the mid point of the price range set forth on the cover page of this prospectus, would increase (decrease) our net proceeds from this offering by $             million.

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CAPITALIZATION

              The following table sets forth our consolidated cash and cash equivalents and our consolidated capitalization as of March 31, 2018:

    on an actual basis;

    on an as adjusted basis, to give effect to the Reorganization and the issuance and sale of                shares of Class A common stock by us in the offering at an assumed initial public offering price of $            per share (the mid point of the price range set forth on the cover page of this prospectus) and the application of the net proceeds of the offering, after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us, as set forth under "Use of Proceeds;" and

    on an as further adjusted basis, to give effect to the New Credit Facilities.

              You should read this table in conjunction with the information set forth under "Prospectus Summary—Summary Consolidated Financial Data," "Reorganization," "Use of Proceeds," "Selected Consolidated Financial Data," "Management's Discussion and Analysis of Financial Condition and Results of Operations" and the consolidated financial statements and related notes included elsewhere in this prospectus.

 
  As of March 31, 2018  
 
  Actual   As Adjusted   As Further
Adjusted
 
 
  (in thousands, except share amounts)
 

Cash and cash equivalents

  $ 4,170   $     $    

Long-term debt and obligations under capital leases (including current portion):

                   

Existing term loan(1)

  $ 192,490   $     $    

New Term Loan(2)

                 

Existing revolver(3)

    49,059              

New Revolver(4)

                 

Equipment installment notes(5)

    302,774              

Capital lease obligations(6)

    25,407              

Real estate debt(7)

    19,748              

2007 Restated Term Note(8)

    26,024              

Miscellaneous notes(9)

    4,148              

Total debt (including current portion)(10)

  $ 619,650   $     $    

Redeemable restricted units(11)

  $ 3,438   $     $    

Stockholder's deficit:

                   

Class A common stock, par value $0.01 per share; 30,000,000 shares authorized, 6,384,887 shares issued and outstanding, actual;            shares authorized ,            shares issued and outstanding, as adjusted;            shares authorized ,            shares issued and outstanding, as adjusted

  $ 64   $     $    

Class B common stock, par value $0.01 per share; 7,500,000 shares authorized, 0 shares issued and outstanding, actual;            shares authorized ,            shares issued and outstanding, as adjusted;            shares authorized ,            shares issued and outstanding, as adjusted

                 

Additional paid-in-capital

    1              

Accumulated other comprehensive loss

                 

Accumulated deficit

    (40,841 )            

Stockholder's deficit

    (40,776 )            

Noncontrolling interest

    2,512              

Total stockholder's deficit

    (38,264 )            

Total capitalization

  $ 584,824   $     $    

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(1)
Our existing $275.0 million term loan facility, of which $192.5 million was outstanding on March 31, 2018. The existing term loan facility has a maturity date of May 30, 2020 and bears interest at LIBOR plus an applicable margin of 10.0% to 11.5%. We intend to use a portion of the net proceeds from this offering to repay our existing term loan facility. See "Use of Proceeds."

(2)
We expect the New Term Loan will be in the face amount of $200.0 million. See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources."

(3)
At March 31, 2018, we had $49.1 million in outstanding borrowings and $35.1 million of outstanding letters of credit under our existing revolving credit facility. The existing revolving credit facility bears interest dependent on excess availability on the facility at the base rate plus an applicable margin of 0.50% to 1.00% or LIBOR plus an applicable margin of 1.50% to 2.00%.

(4)
We expect we will be allowed to borrow up to $150.0 million under the New Revolver, See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources."

(5)
At March 31, 2018, the equipment financing notes had weighted average interest rate of approximately 4.8% per annum, an aggregate outstanding principal balance of $302.8 million and maturity dates through August 2022. The equipment financing notes are secured by the equipment purchased with the initial proceeds of such notes.

(6)
At March 31, 2018, we had capital lease obligations with an aggregate outstanding principal balance of $25.4 million secured by the equipment and maturing at various dates through April 2024.

(7)
We have outstanding mortgage notes on three of our real property locations, including our two headquarters properties in Chattanooga, Tennessee and our facility in Springfield, Ohio. At March 31, 2018, the aggregate outstanding principal balance of these mortgages was $19.7 million, with interest at rates ranging from 5.25% to 6.99% and maturity dates through September 2031.

(8)
The 2007 Restated Term Note matures in November 2020 and bears interest at 13.0%.

(9)
At March 31, 2018, we had outstanding other principal indebtedness of $4.1 million. This other indebtedness is evidenced by various promissory notes bearing interest at rates ranging from 3.5% to 7.0% and maturing at various dates through August 2021.

(10)
Total debt excludes (i) our obligations under operating leases, which totaled approximately $243.3 million as of March 31, 2018, (ii) our guarantees of a portion of the specified residual value of certain equipment under lease and (iii) unamortized discount and debt issuance costs.

(11)
Our 2008 Restricted Stock Plan (the "Stock Plan") provides for redeemable restricted membership unit awards in New Mountain Lake in order to compensate our employees and to promote the success of our business. Redeemable restricted membership units are subject to certain put rights at the option of the holder or upon the occurrence of an event that is not solely under our control. Under the terms of the Stock Plan, a portion of the redeemable restricted membership units held by our employees for at least nine months can be put back to New Mountain Lake at the option of the holder during a specified period each year and, under certain circumstances, after termination. These equity instruments are redeemable at fair value and are classified as temporary equity on our consolidated balance sheets. We recognize expense associated with these awards as amortization of redeemable restricted membership units with a corresponding credit to temporary equity, representing New Mountain Lake's capital contribution. When we repurchase vested redeemable restricted membership units from employees, we return to New Mountain Lake the repurchased shares in the form of a dividend. See "Dividend Policy." A total of 1,000,000 nonvoting redeemable restricted membership units were authorized for grant under the Stock Plan. In addition, any redeemable restricted membership units related to awards under the Stock Plan that are forfeited by the holder, become available for future awards under the Stock Plan. The redeemable restricted membership units have no voting rights, but do have the right to receive dividends paid with respect to such units. The Company recognized compensation expense of $0.2 million and $0.1 million during the three months ended March 31, 2018 and 2017, respectively. At March 31, 2018 and December 31, 2017, the Company had approximately $3.0 million and $3.2 million in unrecognized compensation expense related to restricted units, which is expected to be recognized over a period of approximately 5.2 and 5.4 years, respectively.

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DILUTION

              If you invest in our Class A common stock in this offering, your ownership interest in us will be diluted immediately to the extent of the difference between the initial public offering price per share you will pay in this offering and the as adjusted net tangible book value per share of our Class A common stock immediately after this offering and the use of proceeds therefrom.

              Our net tangible book value as of March 31, 2018, was $        or $        per share of our Class A and Class B common stock. Net tangible book value per share represents the amount of our total tangible assets, less the amount of our total liabilities, divided by the aggregate number of shares of Class A and Class B common stock outstanding.

              After giving pro forma effect to the sale by us and by the selling stockholders of the shares of Class A common stock in this offering, at an assumed initial public offering price of $        per share, the mid point of the price range set forth on the cover page of this prospectus, after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us and the receipt and application of the net proceeds, as set forth under "Use of Proceeds," our as adjusted net tangible book value as of March 31, 2018, would have been $        or $        per share of our Class A common stock. This amount represents an immediate increase in net tangible book value to existing stockholders of $        per share and an immediate dilution to new investors purchasing shares in this offering of $        per share. Dilution per share represents the difference between the price per share to be paid by new investors for the shares of Class A common stock sold in this offering and the net tangible book value per share immediately after this offering. The following table illustrates this per share dilution assuming the underwriters do not exercise their option to purchase additional shares.

Assumed initial public offering price per share

  $                   

Net tangible book value per share as of March 31, 2018

  $                   

Increase in net tangible book value per share attributable to the offering

  $                   

As adjusted net tangible book value per share after the offering

  $                   

Dilution per share to new investors

  $                   

              Assuming the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same, after deducting estimated underwriting discounts and commissions and offering expenses payable by us, a $1.00 increase (decrease) in the assumed initial public offering price of $        per share, the mid point of the price range set forth on the cover page of this prospectus, would increase (decrease) the net tangible book value per share after giving effect to this offering by $        per share and would increase or decrease the dilution in net tangible book value per share to new investors in this offering by $        per share. An increase (decrease) of 1,000,000 shares from the expected number of shares to be sold by us in this offering, assuming no change in the assumed initial public offering price of $        per share, which is the mid point of the price range set forth on the cover page of this prospectus, would increase (decrease) additional paid-in capital and total stockholders' equity by approximately $        after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us, would increase (decrease) the net tangible book value attributable to new investors by $         per share and the dilution to new investors by $        per share and increase (decrease) the adjusted net tangible book value (deficit) per share after giving effect to this offering, by $        per share.

              The following table sets forth, on an as adjusted basis as of March 31, 2018, the differences between the number of shares of Class A common stock purchased from us and the selling stockholders, the total consideration paid to us, or to be paid, and the average price per share paid, or to be paid, by existing stockholders and by the new investors. As the table shows, new investors

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purchasing shares in this offering will pay an average price per share substantially higher than our existing stockholders paid. The table below assumes an initial public offering price of $        per share, the mid point of the price range set forth on the cover page of this prospectus, before deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us.

 
   
   
  Total
Consideration
   
 
 
  Shares Purchased    
 
 
  Average
Price Per
Share
 
 
  Number   Percent   Amount   Percent  

Existing stockholders

                          % $                       % $           

New investors(1)

                               

Total

                          % $                       %             

(1)
Does not reflect any shares that may be purchased by new investors from the selling stockholders pursuant to the underwriters' option to purchase additional shares.

              A $1.00 increase or decrease in the assumed initial public offering price of $        per share, the mid point of the price range set forth on the cover page of this prospectus, would increase or decrease total consideration paid to us by new investors and total consideration paid to us by all stockholders by approximately $        . An increase (decrease) of 1,000,000 in the number of shares offered by us would increase (decrease) total consideration paid by new investors, total consideration paid by all stockholders and average price per share paid by all stockholders by $        , $        and $        per share, respectively. To the extent that we grant stock options to our employees in the future and those stock options are exercised or other issuances of Class A common stock are made, there will be further dilution to new investors.

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SELECTED CONSOLIDATED FINANCIAL DATA

              The following table presents our selected consolidated financial data as of the dates and for the periods presented. The consolidated balance sheet data as of December 31, 2017 and 2016 and the statements of comprehensive income (loss) for the years ended December 31, 2017, 2016 and 2015 have been derived from our consolidated financial statements included elsewhere in this prospectus. The consolidated balance sheet data as of December 31, 2015, 2014 and 2013 and the statements of comprehensive income (loss) data for the years ended December 31, 2014 and 2013 have been derived from our consolidated financial statements that are not included in this prospectus. The consolidated balance sheet data as of March 31, 2018 and the statements of comprehensive income (loss) for the three months ended March 31, 2018 and 2017 have been derived from our unaudited condensed consolidated financial statements included elsewhere in this prospectus. Our unaudited condensed consolidated financial statements have been prepared on the same basis as our audited consolidated financial statements and, in the opinion of management, such unaudited consolidated financial statements reflect all adjustments, consisting only of normal and recurring adjustments, necessary for a fair statement of the results for those periods. The results of operations for the interim periods presented herein are not necessarily indicative of the results to be expected for the full year or any future period.

              The selected consolidated financial data set forth below should be read in conjunction with the information included under the headings "Use of Proceeds," "Capitalization," "Prospectus Summary—Summary Consolidated Financial Data" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" and the financial statements and related notes included elsewhere in this prospectus.

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  Year Ended December 31,   Three Months Ended March 31,  
 
  2017   2016   2015   2014   2013   2018   2017  
 
  (in thousands, except share data)
 

Consolidated Statements of Comprehensive Income Data:

                                           

Operating revenue:

                                           

Revenue, before fuel surcharge

  $ 1,417,173   $ 1,348,023   $ 1,396,435   $ 1,465,770   $ 1,322,867   $ 382,858   $ 331,842  

Fuel surcharge

    138,212     103,182     144,668     261,721     273,751     42,850     31,834  

Total operating revenue

    1,555,385     1,451,205     1,541,103     1,727,491     1,596,618     425,708     363,676  

Operating expenses:

                                           

Salaries, wages, and benefits(1)

    543,735     510,599     508,760     506,680     454,903     132,924     130,251  

Fuel and fuel taxes

    219,515     186,257     227,410     345,145     347,358     58,389     50,468  

Vehicle rents

    74,377     109,466     102,864     109,079     107,555     20,022     25,395  

Depreciation and amortization, net of (gain) loss on sale of property

    93,369     71,597     74,452     71,383     79,461     24,706     19,248  

Purchased transportation

    308,624     275,691     304,344     382,265     351,451     101,776     69,025  

Operating expenses and supplies

    126,700     124,102     127,535     130,264     117,187     29,791     31,372  

Insurance premiums and claims

    77,430     69,722     74,212     67,905     52,312     20,170     17,442  

Operating taxes and licenses

    13,769     13,432     13,558     13,072     14,031     3,401     3,367  

Communications and utilities

    7,683     8,604     8,394     8,397     8,135     2,466     1,968  

General and other operating expenses(2)

    61,575     54,004     51,961     56,361     52,136     17,209     13,212  

Total operating expenses

    1,526,777     1,423,474     1,493,490     1,690,551     1,584,529     410,854     361,748  

Income from operations

    28,608     27,731     47,613     36,940     12,089     14,854     1,928  

Other expenses (income):

                                           

Interest expense, net

    49,758     48,178     47,809     46,431     41,017     12,658     10,518  

Gain on sale of subsidiary(3)

    (1,026 )       (6,871 )       (5,598 )        

Loss on early extinguishment of debt(4)

                9,260     1,587          

Equity in loss (income) of affiliated companies(5)

    1,350     3,202     1,580     3,201     10,720     296     343  

Other, net

    (350 )   773     612     810     375     (75 )   (592 )

Total other expenses

    49,732     52,153     43,130     59,702     48,101     12,879     10,269  

(Loss) income before income tax (benefit) provision

    (21,124 )   (24,422 )   4,483     (22,762 )   (36,012 )   1,975     (8,341 )

Income tax (benefit) provision

    (17,187 )   (8,448 )   (209 )   (9,084 )   (7,447 )   593     (3,934 )

Net (loss) income

    (3,937 )   (15,974 )   4,692     (13,678 )   (28,565 )   1,382     (4,407 )

Net income (loss) attributable to non-controlling interest(6)

    123     550     590     475     (144 )   223     25  

Net (loss) income attributable to controlling interest

  $ (4,060 ) $ (16,524 ) $ 4,102   $ (14,153 ) $ (28,421 ) $ 1,159   $ (4,432 )

Consolidated Statements of Income Per Share Data:

                                           

Basic and diluted (loss) earnings per share attributable to controlling interest

  $ (0.64 ) $ (2.59 ) $ 0.64   $ (2.22 ) $ (4.45 ) $ 0.18   $ (0.69 )

Basic and diluted weighted average shares outstanding

    6,385     6,385     6,385     6,385     6,385     6,385     6,385  

Unaudited pro forma basic earnings (loss) per share(7)

  $     $     $     $     $     $     $    

Unaudited pro forma basic weighted average shares outstanding(7)

                                           

Unaudited pro forma diluted earnings (loss) per share(7)

  $     $     $     $     $     $     $    

Unaudited pro forma diluted weighted average shares outstanding(7)

                                           

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  As of December 31,    
 
 
  As of
March 31, 2018
 
 
  2017   2016   2015   2014   2013  
 
  (in thousands)
 

Consolidated Balance Sheet Data:

                                     

Cash and cash equivalents

  $ 9,232   $ 3,278   $ 2,343   $ 2,694   $ 1,829   $ 4,170  

Customer receivables, net of allowances

    186,407     151,999     165,999     183,900     159,377     200,497  

Net property and equipment

    463,905     309,740     367,207     358,544     324,900     457,342  

Total assets(8)

    827,037     639,431     776,495     733,047     670,818     830,107  

Unamortized discount and debt issuance costs

    7,266     4,902     6,034     8,181     10,414     6,478  

Total debt, including current portion(9)

    605,538     431,022     488,390     497,167     416,988     613,172  

Total stockholder's deficit

    (41,105 )   (37,168 )   (21,194 )   (27,827 )   (12,208 )   (38,264 )

(1)
As a result of this offering, we expect we will incur compensation expense between $4.0 and $5.0 million relating to the settlement of our stock appreciation rights.

(2)
During the first quarter of 2018, we incurred expenses of approximately $2.6 million related to this offering.

(3)
Reflects the reversal of a contingent liability in 2017 related to the sale of Xpress Global Systems of $1,026, the gain on the sale of Xpress Global Systems in 2015 of $6,871 and the gain on the sale of Arnold Transportation Services, Inc. ("Arnold") in 2013 of $5,598.

(4)
Relates to the (a) May 2013 amendment of our then-existing credit facility in the amount of $913, (b) termination of our accounts receivable securitization facility in October 2013 in the amount of $674 and (c) termination in May 2014 of our then-existing credit facility and entry into our existing term loan facility and amendment and restatement of our existing $135.0 million revolving credit facility.

(5)
Represents amounts attributable to equity interests in certain of our subsidiaries not controlled by us. See "Management's Discussion and Analysis of Financial Condition and Results of Operations."

(6)
Represents net income attributable to noncontrolling interests in certain of our subsidiaries. See "Management's Discussion and Analysis of Financial Condition and Results of Operations."

(7)
Reflects the Reorganization, this offering and the use of proceeds therefrom as described in "Use of Proceeds." See Notes 1 and 17 to our financial statements for the year ended December 31, 2017 and Notes 1 and 11 to our financial statements for the three months ended March 31, 2018 appearing elsewhere in this prospectus for information regarding computation of unaudited pro forma basic and diluted earnings (loss) per share and unaudited pro forma weighted average basic and diluted shares outstanding.

(8)
Reflects retrospective application of ASU 2015-17, Balance Sheet Classification of Deferred Taxes, ASU 2015-03 and 2015-15, Simplifying the Presentation of Debt Issuance Costs and correction of an error related to the overstatement of goodwill and deferred tax liability.

(9)
Total debt excludes our obligations under operating leases, which totaled approximately $243.3 million as of March 31, 2018, as well as our guarantees of a portion of the specified residual value of certain equipment under lease.

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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

              The following discussion and analysis of our financial condition and results of operations should be read together with "Selected Consolidated Financial Data," and the consolidated financial statements and the related notes included elsewhere in the prospectus. This discussion contains forward-looking statements as a result of many factors, including those set forth under "Risk Factors," "Special Note Regarding Forward-Looking Statements" and elsewhere in this prospectus. These statements are based on current expectations and assumptions that are subject to risks and uncertainties. Actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to these differences include those discussed below and elsewhere in this prospectus, particularly in "Risk Factors" and "Special Note Regarding Forward-Looking Statements."

Overview

              We are the fifth largest asset-based truckload carrier in the United States by revenue, generating over $1.5 billion in total operating revenue in 2017. We provide services primarily throughout the United States, with a focus in the densely populated and economically diverse eastern half of the United States. We offer customers a broad portfolio of services using our own truckload fleet and third-party carriers through our non-asset-based truck brokerage network. As of March 31, 2018, our fleet consisted of approximately 6,800 tractors and approximately 16,000 trailers, including approximately 1,300 tractors provided by independent contractors. All of our tractors have been equipped with electronic logs since 2012, and our systems and network are engineered for compliance with the recent federal electronic log mandate. Our terminal network and information technology infrastructure are established and capable of handling significantly larger volumes without meaningful additional investment.

              For much of our history, we focused primarily on scaling our fleet and expanding our service offerings to support sustainable, multi-faceted relationships with customers. More recently, we have focused on our core service offerings and refined our network to focus on shorter, more profitable lanes with more density, which we believe are more attractive to drivers. Over the last three years, we have recruited and developed new executive and operational management teams with significant industry experience and instilled a new culture of professional management. These changes, which are ongoing, helped us to maintain relatively stable profitability during the weak truckload market of 2016 and early 2017, and drive significant improvements to profitability during the strong truckload market beginning in the second half of 2017. This momentum was reflected in our first quarter of 2018, which produced a 300 basis point improvement in our operating ratio, compared to our first quarter of 2017, and a 330 basis point improvement in our Adjusted Operating Ratio for the same period. For the definition of Adjusted Operating Ratio and a reconciliation to the most directly comparable GAAP measure, see "Summary—Summary Consolidated Financial Data."

Reportable Segments

              Our business is organized into two reportable segments, Truckload and Brokerage. Our Truckload segment offers truckload services, including OTR trucking and dedicated contract services. Our OTR service offering transports a full trailer of freight for a single customer from origin to destination, typically without intermediate stops or handling pursuant to short-term contracts and spot moves that include irregular route moves without volume and capacity commitments. Tractors are operated with a solo driver or, when handling more time-sensitive, higher-margin freight, a team of two drivers. Our dedicated contract service offering provides similar freight transportation services, but with contractually assigned equipment, drivers and on-site personnel to address customers' needs for committed capacity and service levels pursuant to multi-year contracts with guaranteed volumes and

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pricing. Our Brokerage segment is principally engaged in non-asset-based freight brokerage services, where loads are contracted third-party carriers.

Truckload Segment

              In our Truckload segment, we generate revenue by transporting freight for our customers in our OTR and dedicated contract service offerings. Our OTR service offering provides solo and expedited team services through one-way movements of freight over routes throughout the United States and cross-border into and out of Mexico. Our dedicated contract service offering devotes the use of equipment to specific customers and provides services through long-term contracts. Our Truckload segment provides services that are geographically diversified but have similar economic and other relevant characteristics, as they all provide truckload carrier services of general commodities and durable goods to similar classes of customers.

              We are typically paid a predetermined rate per load or per mile for our Truckload services. We enhance our revenue by charging for tractor and trailer detention, loading and unloading activities and other specialized services. Consistent with industry practice, our typical customer contracts (other than those contracts in which we have agreed to dedicate certain tractor and trailer capacity for use by specific customers) do not guarantee load levels or tractor availability. This gives us and our customers a certain degree of flexibility to negotiate rates up or down in response to changes in freight demand and trucking capacity. In our dedicated contract service offering, which comprised approximately 36.2% of our truckload operating revenue, and approximately 36.8% of our truckload revenue, before fuel surcharge, for 2017, we provide service under contracts with fixed terms, volumes and rates. Dedicated contracts are often used by our customers with high-service and high-priority freight, sometimes to replace private fleets previously operated by them.

              Generally, in our Truckload segment, we receive fuel surcharges on the miles for which we are compensated by customers. Fuel surcharge revenue mitigates the effect of price increases over a negotiated base rate per gallon of fuel; however, these revenues may not fully protect us from all fuel price increases. Our fuel surcharges to customers may not fully recover all fuel increases due to engine idle time, out-of-route miles and non-revenue generating miles that are not generally billable to the customer, as well as to the extent the surcharge paid by the customer is insufficient. The main factors that affect fuel surcharge revenue are the price of diesel fuel and the number of revenue miles we generate. Although our surcharge programs vary by customer, we generally attempt to negotiate an additional penny per mile charge for every five-cent increase in the U.S. Department of Energy's (the "DOE") national average diesel fuel index over an agreed baseline price. Our fuel surcharges are billed on a lagging basis, meaning we typically bill customers in the current week based on a previous week's applicable index. Therefore, in times of increasing fuel prices, we do not recover as much as we are currently paying for fuel. In periods of declining prices, the opposite is true. Based on the current status of our empty miles percentage and the fuel efficiency of our tractors, we believe that our fuel surcharge recovery is effective.

              The main factors that affect our operating revenue in our Truckload segment are the average revenue per mile we receive from our customers, the percentage of miles for which we are compensated and the number of shipments and miles we generate. Our primary measures of revenue generation for our Truckload segment are average revenue per loaded mile and average revenue per tractor per period, in each case excluding fuel surcharge revenue and revenue and miles from services in Mexico.

              In our Truckload segment, our most significant operating expenses vary with miles traveled and include (i) fuel, (ii) driver-related expenses, such as wages, benefits, training and recruitment and (iii) costs associated with independent contractors (which are primarily included in the "Purchased transportation" line item). Expenses that have both fixed and variable components include maintenance

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and tire expense and our total cost of insurance and claims. These expenses generally vary with the miles we travel, but also have a controllable component based on safety, fleet age, efficiency and other factors. Our main fixed costs include vehicle rent and depreciation of long-term assets, such as revenue equipment and service center facilities, the compensation of non-driver personnel and other general and administrative expenses.

              Our Truckload segment requires substantial capital expenditures for purchase of new revenue equipment. We use a combination of operating leases and secured financing to acquire tractors and trailers, which we refer to as revenue equipment. When we finance revenue equipment acquisitions with operating leases, we do not record an asset or liability on our consolidated balance sheet, and the lease payments in respect of such equipment are reflected in our consolidated statement of comprehensive income (loss) in the line item "Vehicle rents." When we finance revenue equipment acquisitions with secured financing, the asset and liability are recorded on our consolidated balance sheet, and we record expense under "Depreciation and amortization" and "Interest expense." Typically, the aggregate monthly payments are similar under operating lease financing and secured financing. We use a mix of capital leases and operating leases with individual decisions being based on competitive bids, tax projections and contractual restrictions. We expect our vehicle rents, depreciation and amortization, interest expense and amount of on-balance sheet versus off-balance sheet financing will be impacted by changes in the percentage of our revenue equipment acquired through operating leases versus equipment owned or acquired through capital leases. Because of the inverse relationship between vehicle rents and depreciation and amortization, we review both line items together.

              Approximately 19.1% of our total tractor fleet was operated by independent contractors at March 31, 2018. Independent contractors provide a tractor and a driver and are responsible for all of the costs of operating their equipment and drivers, including interest and depreciation, vehicle rents, driver compensation, fuel and other expenses, in exchange for a fixed payment per mile or percentage of revenue per invoice plus a fuel surcharge pass-through. Payments to independent contractors are recorded in the "Purchased transportation" line item. When independent contractors increase as a percentage of our total tractor fleet, our "Purchased transportation" line item typically will increase, with offsetting reductions in employee driver wages and related expenses, net of fuel (assuming all other factors remain equal). The reverse is true when the percentage of our total fleet operated by company drivers increases.

Brokerage Segment

              In our Brokerage segment, we retain the customer relationship, including billing and collection, and we outsource the transportation of the loads to third-party carriers. For this segment, we rely on brokerage employees to procure third-party carriers, as well as information systems to match loads and carriers.

              Our Brokerage segment revenue is mainly affected by the rates we obtain from customers, the freight volumes we ship through our third-party carriers and our ability to secure third-party carriers to transport customer freight. We generally do not have contracted long-term rates for the cost of third-party carriers, and we cannot assure that our results of operations will not be adversely impacted in the future if our ability to obtain third-party carriers changes or the rates of such providers increase.

              The most significant expense of our Brokerage segment, which is primarily variable, is the cost of purchased transportation that we pay to third-party carriers, and is included in the "Purchased transportation" line item. This expense generally varies depending upon truckload capacity, availability of third-party carriers, rates charged to customers and current freight demand and customer shipping needs. Other operating expenses are generally fixed and primarily include the compensation and benefits of non-driver personnel (which are recorded in the "Salaries, wages and benefits" line item) and depreciation and amortization expense.

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              The key performance indicator in our Brokerage segment is gross margin percentage (which is calculated as brokerage revenue less purchased transportation expense expressed as a percentage of total operating revenue). Gross margin percentage can be impacted by the rates charged to customers and the costs of securing third-party carriers.

              Our Brokerage segment does not require significant capital expenditures and is not asset-intensive like our Truckload segment.

Use of Non-GAAP Financial Information

              One of the primary measures we use to evaluate the profitability of our business is operating ratio, measured on a GAAP basis (operating expenses expressed as a percentage of revenue), and Adjusted Operating Ratio, which is a non-GAAP financial measure (operating expenses, net of fuel surcharge revenue and fuel purchase arrangements, expressed as a percentage of revenue, before fuel surcharge revenue). We believe the use of Adjusted Operating Ratio allows us to more effectively compare periods, while excluding the potentially volatile effect of changes in fuel prices (including with respect to our fuel purchase arrangements in prior years). We focus on our Adjusted Operating Ratio as an indicator of our performance from period to period. We believe our presentation of Adjusted Operating Ratio is useful because it provides investors and securities analysts the same information that we use internally to assess our core operating performance. See "Non-GAAP Financial Measures."

              The table below compares our GAAP operating ratio to our non-GAAP Adjusted Operating Ratio.

 
  Year Ended December 31,   Three Months Ended
March 31,
 
 
  2017   2016   2015   2018   2017  
 
  (dollars in thousands)
 

Consolidated (GAAP Presentation)

                               

Total operating revenue

  $ 1,555,385   $ 1,451,205   $ 1,541,103   $ 425,708   $ 363,676  

Total operating expenses

    1,526,777     1,423,474     1,493,490     410,854     361,748  

Income from operations

  $ 28,608   $ 27,731   $ 47,613   $ 14,854   $ 1,928  

Operating ratio

    98.2 %   98.1 %   96.9 %   96.5 %   99.5 %

Truckload (GAAP Presentation)

                               

Total truckload operating revenue

  $ 1,382,167   $ 1,301,574   $ 1,371,514   $ 371,167   $ 325,894  

Total truckload operating expenses

    1,356,967     1,275,612     1,326,587     358,664     324,193  

Truckload income from operations

  $ 25,200   $ 25,962   $ 44,927   $ 12,503   $ 1,701  

Truckload operating ratio

    98.2 %   98.0 %   96.7 %   96.6 %   99.5 %

Consolidated (Non-GAAP Presentation)

                               

Total operating revenue

  $ 1,555,385   $ 1,451,205   $ 1,541,103   $ 425,708   $ 363,676  

Fuel surcharge

    (138,212 )   (103,182 )   (144,668 )   (42,850 )   (31,834 )

Revenue, before fuel surcharge

    1,417,173     1,348,023     1,396,435     382,858     331,842  

Total operating expenses

    1,526,777     1,423,474     1,493,490     410,854     361,748  

Adjusted for:

                               

Fuel surcharge

    (138,212 )   (103,182 )   (144,668 )   (42,850 )   (31,834 )

Fuel purchase arrangements

    (8,424 )   (7,983 )   (13,369 )        

Total operating expenses, net of fuel surcharge and fuel purchase arrangements

    1,380,141     1,312,309     1,335,453     368,004     329,914  

Adjusted income from operations

  $ 37,032   $ 35,714   $ 60,982   $ 14,854   $ 1,928  

Adjusted Operating Ratio

    97.4 %   97.4 %   95.6 %   96.1 %   99.4 %

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  Year Ended December 31,   Three Months Ended
March 31,
 
 
  2017   2016   2015   2018   2017  
 
  (dollars in thousands)
 

Truckload (Non-GAAP Presentation)

                               

Total truckload operating revenue

  $ 1,382,167   $ 1,301,574   $ 1,371,514   $ 371,167   $ 325,894  

Fuel surcharge

    (138,212 )   (103,182 )   (144,668 )   (42,850 )   (31,834 )

Truckload revenue, before fuel surcharge

    1,243,955     1,198,392     1,226,846     328,317     294,060  

Total truckload operating expenses

    1,356,967     1,275,612     1,326,587     358,664     324,193  

Adjusted for:

                               

Fuel surcharge

    (138,212 )   (103,182 )   (144,668 )   (42,850 )   (31,834 )

Fuel purchase arrangements

    (8,424 )   (7,983 )   (13,369 )        

Total truckload operating expenses, net of fuel surcharge and fuel purchase arrangements

    1,210,331     1,164,447     1,168,550     315,814     292,359  

Adjusted truckload income from operations

  $ 33,624   $ 33,945   $ 58,296   $ 12,503   $ 1,701  

Truckload Adjusted Operating Ratio

    97.3 %   97.2 %   95.2 %   96.2 %   99.4 %

Results of Operations

Revenue

              We generate revenue from two primary sources: transporting freight for our customers (including related fuel surcharge revenue) and arranging for the transportation of customer freight by third-party carriers. We have two reportable segments: our Truckload segment and our Brokerage segment. Truckload revenue, before fuel surcharge, and truckload fuel surcharge are primarily generated through trucking services provided by our two Truckload service offerings (OTR and dedicated contract). Brokerage revenue is primarily generated through brokering freight to third-party carriers.

              Our total operating revenue is affected by certain factors that relate to, among other things, the general level of economic activity in the United States, customer inventory levels, specific customer demand, the level of capacity in the truckload and brokerage industry, the success of our marketing and sales efforts and the availability of drivers, independent contractors and third-party carriers.

              A summary of our revenue generated by type for the years ended December 31, 2017, 2016 and 2015 and for the three months ended March 31, 2018 and 2017 is as follows:

 
  Year Ended December 31,   Three Months Ended
March 31,
 
 
  2017   2016   2015   2018   2017  
 
  (in thousands)
   
   
 

Revenue, before fuel surcharge

  $ 1,417,173   $ 1,348,023   $ 1,396,435   $ 382,858   $ 331,842  

Fuel surcharge

    138,212     103,182     144,668     42,850     31,834  

Total operating revenue

  $ 1,555,385   $ 1,451,205   $ 1,541,103   $ 425,708   $ 363,676  

              For the quarter ended March 31, 2018, our total operating revenue increased by $62.0 million, or 17.1%, compared to the same quarter in 2017, and our revenue, before fuel surcharge increased by $51.0 million, or 15.4%. The primary factors driving the increases in total operating revenue and revenue, before fuel surcharge, were increased fuel surcharge revenues combined with improved pricing in each of our segments and increased volumes in our Brokerage segment.

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              For 2017, our total operating revenue increased by $104.2 million, or 7.2% compared to 2016, and our revenue, before fuel surcharge, increased by $69.2 million, or 5.1%. The primary factors driving the increases in total operating revenue and revenue, before fuel surcharge, were increased fuel surcharge revenues combined with increased volumes at our Brokerage segment and improved pricing in each of our segments. Based on our experience during the beginning of 2018, we expect contract rates to increase year-over-year from 2017, particularly in the first half of 2018.

              For 2016, our total operating revenue decreased by $89.9 million, or 5.8%, compared to 2015, and our revenue, before fuel surcharge decreased by $48.4 million, or 3.5%. The divesture of Xpress Global Systems in 2015 accounted for $29.2 million of the decreased revenue. The primary factors driving the remaining decreases in total operating revenue and revenue, before fuel surcharge, excluding Xpress Global Systems were decreased fuel surcharge revenue and decreased brokerage revenue.

              A summary of our revenue generated by segment for the years ended December 31, 2017, 2016 and 2015 and for the three months ended March 31, 2018 and 2017 is as follows:

 
  Year Ended December 31,   Three Months Ended
March 31,
 
 
  2017   2016   2015   2018   2017  
 
  (in thousands)
   
   
 

Truckload revenue, before fuel surcharge

  $ 1,243,955   $ 1,198,392   $ 1,226,846   $ 328,317   $ 294,060  

Fuel surcharge

    138,212     103,182     144,668     42,850     31,834  

Total Truckload operating revenue

    1,382,167     1,301,574     1,371,514     371,167     325,894  

Brokerage operating revenue

    173,218     149,631     169,589     54,541     37,782  

Total operating revenue

  $ 1,555,385   $ 1,451,205   $ 1,541,103   $ 425,708   $ 363,676