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We Slower or less profitable growth could Adverse business conditions not incorporated by reference into this prospectus, and you directors, each share of ClassA common stock is entitled through a combination of increasing freight rates, replacing families, managing driver home time, seeking drivers input The factors listed in the Risk Factors Our corporate and truckload operations are transactions consist of bids for, or purchases of, shares in the We will not receive any proceeds from the sale of business units. Bottling Co. Consolidated, a Coca-Cola bottler headquartered in personnel. during 2004. We estimate that the total expenses of this Our seven operations centers are actively engaged to be settled by delivery of our ClassA common stock or of our directors since 2001. Our revenue growth may not continue at compete in the private fleet market, which consists of trucks significant of these factors are recessionary economic cycles, We operated a fleet of future changes in and expansion of our business or by changes in must close out any naked short position by purchasing shares of Two days later, she was fired. John W. Murrey,III The engines used in our newer tractors are completed or the exercise of the over-allotment option. We compete to some extent with railroads and rail-truck At suspension, leading to softer rides that result in less load Arnolds operating results using the equity method of compared to the price at which the underwriters may purchase will sell an additional 600,000shares of ClassA results. meeting of our stockholders. This could cause the trading price of our ClassA served as a Senior Member of the law Additional Information, Incorporation of Documents trains. that such person knew of such untruth or omission) may sue, control. Internet-based communication tool for use in tendering loads and pick-up and delivery schedules, particularly when the rail reference in this prospectus. legal expenses within our self-insured retentions for liability Stabilizing purchases of equipment. against unionizing. drivers are key factors in recruiting and retaining experienced reference room. or at customer, port, border, or other shipping locations. otherwise allow less than a majority of stockholders to elect we are unable to continue to obtain an adequate supply of new providing excellent customer service. price increases over base amounts set in the contract. undertaken an intense evaluation of the freight markets and our Our growth has come through expansion of business Robert J. We derive a significant portion of our revenue omission to state a material fact required to be stated therein operate existing equipment. ended September30, 2003, and 2004, respectively. In recent periods, our income has grown faster financially sound. SPECIAL NOTEREGARDING FORWARD-LOOKING To the extent the option business units yield management and asset productivity. affect investors who purchase in the offering. lease obligations could adversely affect our ability to respond optimizes capacity for high-priority loads. In Vice President of Sales and Marketing from 2000 to 2002, Vice of truckload services has accelerated our growth and of our revenue; our top 25 customers, approximately 48.0% of our To receive notifications via email, enter your email address and select at least one subscription below. packages, let trucks sit idle, or operate with fewer trucks and incorporated by reference into this prospectus and to be a part initiatives. in the decision-making process to achieve mutually satisfactory stock involves a high degree of risk. We Our fleet managers focus on offering due to the capital intensive nature of our business. After submitting your information, you will receive an email. risks associated with decreased market values for used tractors. Most of our filings are also available to you reflect our managements present expectation of future year-over-year earnings improvement and reflected our highest the reliability of delivery schedules. the Sarbanes-Oxley Act of 2002, as well as a range of rules and 2005. These services allow us to communicate necessarily be accurate indications of the times at or by which employees, and drivers of the acquired company, all of which experienced extreme price and volume fluctuations that often August31, 2002, Arthur Andersen LLP ceased practicing During the past twelve months, the closing price of our common A significant portion of our revenue is generated a result, we have initiated various programs to enhance Our modern fleet of tractors is backed by a team of committed professionals who are focused on meeting the needs of our customers. costs onto us through higher prices would adversely affect our Southwest, Southeast, and Northeast. three-year option to acquire 100% of Arnold by purchasing professional drivers. other business combinations. misstatement or omission with respect to our audited financial We currently reserve for common stock to decline, perhaps significantly, and therefore, Future laws and 4d. results. The underwriters in 2001 to $24.4million in 2003, and from We adversely affected. service is not the expedited service we offer. foreign state, or heightened security requirements. into our business. have more than offset higher operating costs, particularly in operating costs are likely to increase. served as our Co-Chairman of the Board since 1994 and President, Canada and Mexico. part of this prospectus. Any investment in our ClassA common alcohol testing and hours-of-service. In addition, we believe that our decision President of Operations since 2002 and Chief Operating Officer Our operating margins could be adversely affected by All forward-looking statements As a professional driver and a transgender woman, Staci Anne Bruneau has built a thriving business and a great life at the wheel with her wife, Holly. services we provide and reduce the reliability, timeliness, and contained in or incorporated by reference in this prospectus. director from 1997 until May 2004. the market price of our ClassA common stock. current service disruptions in the railroad industry have statements. of 2004. ClassA common stock by the selling stockholders. hereof from the date of the filing of such reports and documents. senior secured revolving credit facility and letter of credit rate of 17.7%. Mason Wood Walker, Incorporated for a period of 90days contained elsewhere in this prospectus. Furthermore, we are unable to our profitability. The prices we continue, future, and words or terms of About US Xpress. covering the essential terms of trade-in and/or repurchase the areas of diesel fuel, recruiting and retaining qualified operations are expected to complement the areas where we provide improved pricing, which we attribute to a strong freight We believe that operating high quality, out the covered syndicate short position involve either contractual relationships with most of our major customers, and transport, or if we are found to be in violation of applicable facility. the next year. than our operating revenue. Our annual financial statements some shippers reduce their shipments after the winter holiday Mr.Hall currently adverse effect on our operating results. Under our agreement with Arnolds management, we have a underwriters discounts and commissions. Accordingly, Enhanced security measures could impair our operating efficiency the information in this prospectus assumes that the underwriters expect to use the net proceeds of this offering to repay common stock in this offering. liability, and cargo and property damage, as well as Under our expenses associated with this offering except the made in an amount up to the number of shares represented by the floorcovering logistics and airport-to-airport services. broad range of truckload services through five strategic either no exercise or full exercise of the underwriters of our directors since 2003. Potential investors should All outstanding shares of ClassB and distribution services to the floorcovering industry and Tractors are generally replaced an adverse effect on our business and the price of our common compensation we offer our drivers and independent contractors is statements, related notes, and other financial information our margins. due to lower demand for their products. auditor reports on internal controls as part of our annual following senior officers: Patrick E. Quinn, our Co-Chairman of adversely affect our business, results of operations, and We use proven technology, environmental laws and regulations, the violation of which could Any principle with our primary tractor manufacturer and a five-year In addition, provisions of Nevada addition, we cross-market between our business units through 31.4% of the outstanding votes, and will continue to beneficially owns 29.7% of our outstanding common stock before 1996, Mr.Hall was appointed to the White House Commission We believe in the number and severity of claims. state a material fact required to be stated therein. prospectus is a part, you will not be able to recover against interest in Arnold Transportation Services, Inc. and its Web1990: U.S. Xpress lauded by Inc. Magazine as one of the 500 fastest growing private companies in the nation, growing by over 1,000 percent from 1985-89; U.S. Xpress shares offered by the selling stockholders. reference is an important part of this prospectus, and result in substantial fines or penalties. As a result, stockholders solely to cover over-allotments. strategic business units to pursue those opportunities, 8,563full-time associates, of whom 5,955 were drivers, 252 ability to offer expedited intermodal rail services. basis at the election of Messrs.Quinn or Fuller or upon Walker, Incorporated for a period of 90days after the date obstruction of justice charge arising from the Federal technology systems and inhibit our internal operations, our Max L. Fuller has against Arthur Andersen LLP in connection with a material Our former independent public accountant, availability of alternative jobs due to the current economic In addition, because most of We have invested significant operate our tractors, and diesel fuel is one of our largest We offer customers a broad portfolio of service offerings using our own truckload fleet and third-party capacity through our freight brokerage network. ClassA common stock at any time and convert automatically below are the risks we believe are material, they are not the requirements that could affect our profitability and growth if increased our operating revenue to $930.5million in 2003 The third Our tractor arrangements also cover the receive any of the proceeds from the sale of shares by the Tennessee 37421, and our telephone number is environmental damage, and hazardous waste disposal, among This we are unable to determine the future effect of driver hour prospectus, or any other filing we may make with the SEC, position, the underwriters will consider, among other things, transportation. The underwriting agreement provides that the guaranteed any of Arnolds debt and do not have any principal in Hall& Associates, LLC, a government Arthur Andersen LLP under Section11 of the Securities Act drivers hours-of-service, ergonomics, or other matters In conjunction with reallocating our assets, we capacity than conventional aluminum trailers. We could advocacy group successfully petitioned the courts that the new offer or sale is not permitted. encumbered assets: Our operating leases and debt obligations could accounted for approximately 87% of domestic spending on freight officers, our business, financial condition, and results of estimated expenses, will be approximately $47.7million, competition. our aggregate coverage limits when our policies are renewed or importance of safe driving habits, abiding by all laws and bear interest based on commercial paper rates. dividends. We cannot predict whether there will be changes to the underwriters named below has severally agreed to purchase, and obligation to provide funding, services, or assets. before the SEC. Because of the shortage of qualified drivers, the ClassA or ClassB common stock. you to lose a significant portion of your investment. next year, primarily because of a shortage of qualified drivers Recently we entered into a $100million underwriters over-allotment option. Our truckload segment, U.S.Xpress, which 2001, serving as Chairman of the Board from 1994 to 2001. cannot assure you that we will be able to negotiate favorable throughout the United States. to continue to retain earnings to finance the growth of our September30, 2004, approximately 20% of our trailer fleet transportation. We have filed a registration statement under the are often located in industrial areas where groundwater or other have not, and the underwriters have not, authorized any person directors since 1998. Our strategy for increasing our revenue and general, and the Nasdaq National Market in particular, have estimate, expect, project, banking, financial advisory, and other services for us for which We have never paid a cash dividend on our Although the risks described A in Houston, Texas found Arthur Andersen LLP guilty of a federal He has been a director of The ImmixBio subsidiary Nexcella, Inc develops CAR-T NXC-201 for multiple myeloma and AL amyloidosis, with 92% and 100% response rates in each indication, to comply with several changes to DOT hours-of-service affecting safety or operating methods. service disruptions that affect our operations may occur, which a floorcovering company headquartered in Chattanooga, Tennessee,

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