<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934 [No Fee Required]
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1996
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 [No Fee Required]
For the transition period from ______________ to ________________
COMMISSION FILE NUMBER 33-91238
________
A. Full title of the plan and the address of the plan, if different
from that of the issuer named below:
XPRE$$AVINGS 401(k) PLAN
B. Name of the issuer of the securities held pursuant to the plan and
the address of its principal executive office:
U.S. XPRESS ENTERPRISES, INC.
2931 SOUTH MARKET STREET
CHATTANOOGA, TENNESSEE 37410
<PAGE>
REQUIRED INFORMATION
The U.S. Xpress Enterprises, Inc. XPRE$$AVINGS 401(k) PLAN (the "Plan") is
subject to the Employee Retirement Income Security Act of 1974 ("ERISA").
Therefore, in lieu of the requirements of Items 1-3 of Form 11-K, the financial
statements and schedules of the Plan for the two fiscal years ended December 31,
1996 and 1995, which have been prepared in accordance with the financial
reporting requirements of ERISA, are attached hereto as Appendix 1 and
incorporated herein by this reference.
The consent of Arthur Andersen LLP is included in Appendix 1 to this annual
report.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
trustees (or other persons who administer the employee benefit plan) have duly
caused this annual report to be signed on its behalf by the undersigned hereunto
duly authorized.
U.S. XPRESS ENTERPRISES, INC.
XPRE$$AVINGS 401(k) PLAN
By: /s/ James B. Baker
-------------------------------------
Member of U.S. Xpress Enterprises, Inc.
Pension Committee
Date: June 23, 1997
<PAGE>
XPRE$$AVINGS 401(k) PLAN
FINANCIAL STATEMENTS AND SCHEDULES
AS OF DECEMBER 31, 1996 AND 1995
TOGETHER WITH
AUDITORS' REPORT
<PAGE>
XPRE$$AVINGS 401(k) PLAN
FINANCIAL STATEMENTS AND SCHEDULES
DECEMBER 31, 1996 AND 1995
TABLE OF CONTENTS
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
FINANCIAL STATEMENTS
Statement of Net Assets Available for Benefits--December 31, 1996
Statement of Net Assets Available for Benefits--December 31, 1995
Statement of Changes in Net Assets Available for Benefits for the
Year Ended December 31, 1996
NOTES TO FINANCIAL STATEMENTS AND SCHEDULES
SUPPLEMENTAL SCHEDULES
Schedule I: Item 27a--Schedule of Assets Held for Investment
Purposes--December 31, 1996
Schedule II: Item 27d--Schedule of Reportable Transactions
for the Year Ended December 31, 1996
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Plan Administrator of the
Xpre$$avings 401(k) Plan:
We have audited the accompanying statements of net assets available for benefits
of the XPRE$$AVINGS 401(k) PLAN (the "Plan") as of December 31, 1996 and 1995,
and the related statement of changes in net assets available for benefits for
the year ended December 31, 1996. These financial statements and the schedules
referred to below are the responsibility of the Plan's management. Our
responsibility is to express an opinion on these financial statements and
schedules based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Plan as of
December 31, 1996 and 1995, and the changes in net assets available for benefits
for the year ended December 31, 1996, in conformity with generally accepted
accounting principles.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of assets
held for investment purposes and reportable transactions are presented for the
purpose of additional analysis and are not a required part of the basic
financial statements but are supplementary information required by the
Department of Labor Rules and Regulations for Reporting and Disclosure under the
Employee Retirement Income Security Act of 1974. The fund information in the
statements of net assets available for benefits and the statement of changes in
net assets available for benefits is presented for purposes of additional
analysis rather than to present the net assets available for benefits and
changes in net assets available for benefits of each fund. The supplemental
schedules and fund information have been subjected to the auditing procedures
applied in the audits of the basic financial statements and, in our opinion, are
fairly stated in all material respects in relation to the basic financial
statements taken as a whole.
Chattanooga, Tennessee ARTHUR ANDERSEN LLP
April 28, 1997
<PAGE>
XPRE$$AVINGS 401(k) PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
(WITH FUND INFORMATION)
DECEMBER 31, 1996
<TABLE>
<CAPTION>
NON-PARTICIPANT
PARTICIPANT DIRECTED DIRECTED
--------------------------------------------------------------------------- ---------------
STI
CLASSIC
TWENTIETH CAPITAL SUNTRUST EMPLOYEE U.S. XPRESS
CENTURY STI CLASSIC GROWTH BENEFIT STABLE ENTERPRISES PARTICIPANT
ULTRA FUND BALANCED FUND FUND ASSET FUND STOCK FUND LOANS TOTAL
------------ -------------- --------- -------------- ------------ --------------- -------
<S> <C> <C> <C> <C> <C> <C> <C>
ASSETS:
Investments, at fair value:
Mutual funds $1,200,922 $474,594 $720,873 $ 0 $ 0 $ 0 $2,396,389
Common trust fund 0 0 0 1,804,507 0 0 1,804,507
Company stock 0 0 0 0 159,880 0 159,880
Participant loans 0 0 0 0 0 190,418 190,418
---------- -------- -------- ---------- -------- -------- ---------
Total investments 1,200,922 474,594 720,873 1,804,507 159,880 190,418 4,551,194
Participant contributions
receivable 22,949 8,453 11,761 24,529 3,530 0 71,222
Cash 0 0 0 2,819 0 0 2,819
---------- -------- -------- ---------- -------- -------- ---------
Total assets 1,223,871 483,047 732,634 1,831,855 163,410 190,418 4,625,235
---------- -------- -------- ---------- -------- -------- ---------
NET ASSETS AVAILABLE FOR
BENEFITS $1,223,871 $483,047 $732,634 $1,831,855 $163,410 $190,418 $4,625,235
========== ======== ======== ========== ======== ======== ==========
</TABLE>
The accompanying notes are an integral part of this statement.
<PAGE>
XPRE$$AVINGS 401(k) PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
(WITH FUND INFORMATION)
DECEMBER 31, 1995
<TABLE>
<CAPTION>
PARTICIPANT DIRECTED
---------------------------------------------------------------------------
STI
CLASSIC
TWENTIETH CAPITAL SUNTRUST EMPLOYEE U.S. XPRESS
CENTURY STI CLASSIC GROWTH BENEFIT STABLE ENTERPRISES
ULTRA FUND BALANCED FUND FUND ASSET FUND STOCK FUND
------------ -------------- --------- -------------- ------------
<S> <C> <C> <C> <C> <C>
ASSETS:
Investments, at fair value:
Mutual funds $638,917 $329,231 $470,958 $ 0 $ 0
Common trust fund 0 0 0 1,178,439 0
Funds held in The 0 0 0 0 0
Travelers general account
Company stock 0 0 0 0 20,441
Participant loans 0 0 0 0 0
-------- -------- -------- ---------- -------
Total investments 638,917 329,231 470,958 1,178,439 20,441
Participant contributions 11,990 3,920 6,144 15,424 1,067
receivable
Cash 18,892 0 1,460 0 823
-------- -------- -------- ---------- -------
Total assets 669,799 333,151 478,562 1,193,863 22,331
-------- -------- -------- ---------- -------
NET ASSETS AVAILABLE FOR
BENEFITS $669,799 $333,151 $478,562 $1,193,863 $22,331
======== ======== ======== ========== =======
<CAPTION>
NON-PARTICIPANT DIRECTED
------------------------------
THE TRAVELERS
GIC FIXED PARTICIPANT
INCOME FUND LOANS TOTAL
-------------- --------------- ----------
<S> <C> <C> <C>
ASSETS:
Investments, at fair value:
Mutual funds $ 0 $ 0 $1,439,106
Common trust fund 0 0 1,178,439
Funds held in The
Travelers general account 339,267 0 339,267
Company stock 0 0 20,441
Participant loans 0 72,529 72,529
-------- ------- ----------
Total investments 339,267 72,529 3,049,782
Participant contributions
receivable 0 0 38,545
Cash 0 0 21,175
-------- ------- ----------
Total assets 339,267 72,529 3,109,502
-------- ------- ----------
NET ASSETS AVAILABLE FOR
BENEFITS $339,267 $72,529 $3,109,502
======== ======= ==========
</TABLE>
The accompanying notes are an integral part of this statement.
<PAGE>
XPRE$$AVINGS 401(k) PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
(WITH FUND INFORMATION)
FOR THE YEAR ENDED DECEMBER 31, 1996
<TABLE>
<CAPTION>
PARTICIPANT DIRECTED
---------------------------------------------------------------------------
STI
CLASSIC
TWENTIETH CAPITAL SUNTRUST EMPLOYEE U.S. XPRESS
CENTURY STI CLASSIC GROWTH BENEFIT STABLE ENTERPRISES
ULTRA FUND BALANCED FUND FUND ASSET FUND STOCK FUND
------------ -------------- --------- -------------- ------------
<S> <C> <C> <C> <C> <C>
ADDITIONS TO NET ASSETS ATTRIBUTABLE TO :
Participant contributions $ 390,815 $134,190 $200,519 $ 458,308 $ 56,342
Employer contributions 130,186 48,328 69,741 172,247 19,288
Net appreciation in fair
value of investments 0 0 0 0 74,900
Net investment
income-registered
investment companies 111,048 41,542 99,090 0 0
Net investment
income-common trusts 0 0 0 99,570 0
Net investment income-The
Travelers general account 0 0 0 0 0
--------- -------- -------- -------- --------
Total additions 632,049 224,060 369,350 730,125 150,530
--------- -------- -------- -------- --------
DEDUCTIONS FROM NET ASSETS ATTRIBUTABLE TO:
BENEFITS PAID TO PARTICIPANTS 91,184 53,554 95,131 339,170 3,199
--------- -------- -------- -------- --------
LOANS TO PARTICIPANTS (57,746) (26,223) (32,577) (91,902) (2,645)
--------- -------- -------- -------- --------
LOAN PAYMENTS 26,857 12,492 13,284 31,476 242
--------- -------- -------- -------- --------
INTERFUND TRANSFERS 44,096 (6,879) (854) 307,463 (3,849)
--------- -------- -------- -------- --------
NET INCREASE (DECREASE) 554,072 149,896 254,072 637,992 141,079
NET ASSETS AVAILABLE FOR BENEFITS:
Beginning of year 669,799 333,151 478,562 1,193,863 22,331
--------- -------- -------- -------- --------
End of year $1,223,871 $483,047 $732,634 $1,831,855 $163,410
========= ======== ======== ========= ========
<CAPTION>
NON-PARTICIPANT DIRECTED
------------------------------
THE TRAVELERS
GIC FIXED PARTICIPANT
INCOME FUND LOANS TOTAL
-------------- --------------- ----------
<S> <C> <C> <C>
ADDITIONS TO NET ASSETS ATTRIBUTABLE TO:
Participant contributions $ 0 $ 0 $1,240,174
Employer contributions 0 0 439,790
Net appreciation in fair
value of investments 0 0 74,900
Net investment
income-registered
investment companies 0 0 251,680
Net investment
income-common trusts 0 0 99,570
Net investment income-The
Travelers general account 710 0 710
--------- --------- ----------
Total additions 710 0 2,106,824
--------- --------- ----------
DEDUCTIONS FROM NET ASSETS ATTRIBUTABLE TO:
BENEFITS PAID TO PARTICIPANTS 0 8,853 591,091
--------- --------- ----------
LOANS TO PARTICIPANTS 0 211,093 0
--------- --------- ----------
LOAN PAYMENTS 0 (84,351) 0
--------- --------- ----------
INTERFUND TRANSFERS (339,977) 0 0
--------- --------- ----------
NET INCREASE (DECREASE) (339,267) 117,889 1,515,733
NET ASSETS AVAILABLE FOR BENEFITS:
Beginning of year 339,267 72,529 3,109,502
--------- --------- ----------
End of year $ 0 $190,418 $4,625,235
========= ======== ===========
</TABLE>
The accompanying notes are an integral part of this statement.
<PAGE>
XPRE$$AVINGS 401(k) PLAN
NOTES TO FINANCIAL STATEMENTS AND SCHEDULES
DECEMBER 31, 1996 AND 1995
1. PLAN DESCRIPTION
The following description of the Xpre$$avings 401(k) Plan (the "Plan") is
provided for general information purposes only. More complete information
regarding the Plan's provisions may be found in the plan document.
GENERAL
The Plan is a defined contribution plan established January 1, 1993, by U.S.
Xpress Enterprises, Inc. (the "Company") under the provisions of Section
401(a) of the Internal Revenue Code ("IRC"), which includes a qualified
deferred arrangement as described in Section 401(k) of the IRC, for the
benefit of eligible employees of the Company. The Plan is subject to the
provisions of the Employee Retirement Income Security Act of 1974 ("ERISA").
Employees are eligible to participate in the Plan when they have completed
one year of service, as defined in the plan document, and have attained age
21.
CONTRIBUTIONS
Eligible employees can make before-tax contributions up to 6% of
compensation, as defined in the plan document, limited by requirements of the
IRC. Eligible employees can, in addition, make after-tax contributions up to
10% of compensation, as defined in the plan document, limited by requirements
of the IRC. The Company provides a matching contribution of 50% of all
before-tax contributions. After-tax contributions are not matched by the
Company.
<PAGE>
-2-
VESTING
Participants are fully vested in their contributions and the earnings
thereon. Vesting in employer matching contributions and earnings thereon is
based on years of service. A participant vests according to the following
schedule:
PERCENTAGE
YEARS OF SERVICE VESTED
---------------- -------
Less than two years of service 0%
Two but not three years of service 30%
Three but not four years of service 65%
Four or more years of service 100%
For vesting purposes, years of service are counted from the later of a
participant's date of hire or the effective date of the Plan (January 1,
1993).
Participants automatically become 100% vested in employer contributions upon
attainment of retirement age, as defined in the plan document, or termination
due to death or total disability.
At December 31, 1996 and 1995, forfeited nonvested accounts totaled $24,700
and $81,300, respectively. These accounts will be used to reduce future
employer contributions. During 1996, employer contributions were reduced by
$117,800 from forfeited nonvested accounts. No forfeitures were used to
reduce employer contributions in 1995.
BENEFITS
Upon termination of service, a participant may elect to receive an amount
equal to the value of the participant's vested interest in his or her
account. The form of payment is a lump-sum distribution, an annuity, or a
combination thereof.
PARTICIPANT ACCOUNTS
Individual accounts are maintained for each of the Plan's participants to
reflect the participant's share of the Plan's income, expenses, the Company's
contribution, and the participant's contribution. Allocations of income and
administrative expenses are based on individual participant account balances
in proportion to total participant account balances.
<PAGE>
-3-
INVESTMENT OPTIONS
Participants direct contributions, including employer matching contributions,
into the following investment options in 5% increments. Participants may
change their investment elections daily. A description of each investment
option is provided below:
* Twentieth Century Ultra Fund This fund invests primarily in equities.
The fund's primary objective is capital
growth over time.
* STI Classic Balanced Fund This fund seeks to provide capital
appreciation and current income by
investing primarily in common stocks,
preferred stocks, and investment-grade
fixed income securities.
* STI Classic Capital Growth Fund This fund invests primarily in a
diversified portfolio of common stocks
which, in the opinion of the fund manager,
have potential for capital appreciation.
* SunTrust Employee Benefit This fund is an actively managed
Stable Asset Fund portfolio of insurance company guaranteed
investment contracts and short-term money
market investments. The fund seeks to
maximize current income and maintain a
high degree of liquidity.
* U.S. Xpress Enterprises Stock This fund invests principally in U.S.
Fund Xpress Enterprises common stock. This
investment option was introduced in August
1995.
* The Travelers GIC Fixed This fund invests primarily in
Income Fund investment contracts of insurance
companies. The objective of this fund is
to provide a fixed rate of return on
investments and stability of principal.
Effective April 1, 1994, the Company
discontinued this investment option. The
investment contract related to this fund
expired December 31, 1995.
Investments in the U.S. Xpress Enterprises Stock Fund are assigned units of
participation. The unit value of the U.S. Xpress Enterprises Stock Fund is
determined daily based on the fair market value of the underlying net assets.
The total units assigned to participants at December 31, 1996 and 1995 were
11,613 and 2,907, respectively. The unit value at December 31, 1996 and 1995
was $13.76 and $7.03, respectively.
<PAGE>
-4-
PARTICIPANT LOANS
Subject to approval, participants can secure a loan from the Plan against
their account balance up to a maximum of 50% of their vested account balance
or $50,000, whichever is less. Loans may generally be repaid over one to five
years. The minimum loan amount allowed is $1,000. Loans must be repaid
through automatic payroll deductions unless otherwise provided by the plan
administrator. The interest rate is determined by the trustee based on
prevailing market conditions and is fixed over the life of the note.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF ACCOUNTING
The accompanying financial statements have been prepared using the accrual
basis of accounting. The preparation of the financial statements in
conformity with generally accepted accounting principles requires the Plan's
management to use estimates and assumptions that affect the accompanying
financial statements and disclosures. Actual results could differ from these
estimates.
INCOME RECOGNITION
Investment income is recorded as earned on the accrual basis. Net realized
gains (losses) and unrealized appreciation (depreciation) are presented in
the accompanying statement of changes in net assets available for benefits as
net appreciation in fair value of investments.
INVESTMENT VALUATION
Investments of the Plan are stated at fair value. Securities traded in public
markets are valued at their quoted market prices. The Travelers GIC Fixed
Income Fund and the SunTrust Employee Benefit Stable Asset Fund are at
contract value, which approximates fair value. Purchases and sales of
securities are reflected on a trade-date basis.
ADMINISTRATIVE EXPENSES
For the year ended December 31, 1996, the participants paid loan processing
fees which are reflected in loans to participants on the statement of changes
in net assets available for benefits. The Company paid all other
administrative expenses of the Plan.
3. TAX STATUS
The Plan obtained its latest determination letter on September 27, 1995, in
which the Internal Revenue Service stated that the Plan, as amended and
restated August 30, 1994, was in compliance with the applicable design
requirements of the IRC. The Plan has been amended since that date. However,
the plan administrator believes that the Plan is currently designed and is
being operated in compliance with the applicable requirements of the IRC.
Therefore, management believes that the Plan was qualified and the related
trust was tax exempt for the years ended December 31, 1996 and 1995.
<PAGE>
-5-
4. PLAN TERMINATION
Although it has not expressed any intent to do so, the Company has the right
under the Plan to discontinue its contributions at any time and to terminate
the Plan subject to the provisions of ERISA. In the event of plan
termination, participants will become fully vested in their accounts.
<PAGE>
SCHEDULE I
XPRE$$AVINGS 401(k) PLAN
ITEM 27A--SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1996
(EMPLOYER IDENTIFICATION NUMBER 62-1378182, PLAN NUMBER 001)
<TABLE>
<CAPTION> DESCRIPTION OF INVESTMENT,
INCLUDING MATURITY DATE,
IDENTITY OF ISSUER, BORROWER, RATE OF INTEREST, COLLATERAL, AND CURRENT
LESSOR, OR SIMILAR PARTY PAR ON MATURITY VALUE COST VALUE
- ------------------------------------ ------------------------------------- ---------- ----------
<S> <C> <C> <C>
Twentieth Century Investors Twentieth Century Ultra Fund $1,095,258 $1,200,922
* SunBank Capital Management, N.A. STI Classic Balanced Fund 460,508 474,594
* SunBank Capital Management, N.A. STI Classic Capital Growth Fund 724,525 720,873
* SunBank Capital Management, N.A. SunTrust Employee Benefit Stable
Asset Fund 1,685,627 1,804,507
* U.S. Xpress Enterprises U.S. Xpress Enterprises Stock Fund 91,726 159,880
* The Plan Loans to participants, with interest
rates from 7.8% to 11.6% 190,418 190,418
---------- ----------
$4,248,062 $4,551,194
========== ==========
</TABLE>
*Indicates a party in interest
The accompanying notes are an integral part of this schedule.
<PAGE>
SCHEDULE II
XPRE$$AVINGS 401(k) PLAN
ITEM 27d--SCHEDULE OF REPORTABLE TRANSACTIONS (a)
FOR THE YEAR ENDED DECEMBER 31, 1996
(EMPLOYER IDENTIFICATION NUMBER 62-1378182, PLAN NUMBER 001)
<TABLE>
<CAPTION>
PURCHASES
DESCRIPTION OF INVESTMENTS, ----------------------------------------------
INCLUDING MATURITY DATE, PURCHASE PRICE AND
RATE OF INTEREST, CURRENT VALUE OF
COLLATERAL, AND PAR OR NUMBER OF ASSET ON
IDENTITY OF PARTY INVOLVED MATURITY VALUE TRANSACTIONS TRANSACTION DATE(b)
- ---------------------------------- -------------------------- ------------- ------------------------
<S> <C> <C> <C>
Twentieth Century Investors Twentieth Century Ultra Fund 235 $ 717,758
* SunBank Capital Management, N.A. STI Classic Balanced Fund 207 254,350
* SunBank Capital Management, N.A. STI Classic Capital Growth Fund 221 441,110
* SunBank Capital Management, N.A. SunTrust Employee Benefit Stable
Asset Fund 274 1,092,884
* The Travelers The Traveler GIC Fixed Income Fund 1 710
<CAPTION>
SALES
-----------------------------------------------------------------------------
SELLING PRICE AND
CURRENT VALUE OF
NUMBER OF ASSET ON COST OF
IDENTITY OF PARTY INVOLVED TRANSACTIONS TRANSACTION DATE(b) ASSETS NET GAIN
- ---------------------------------- ------------ ------------------------ ------------- --------------
<S> <C> <C> <C> <C>
Twentieth Century Investors 124 $203,220 $175,590 $27,630
* SunBank Capital Management, N.A. 102 101,141 90,588 10,553
* SunBank Capital Management, N.A. 10 162,047 142,175 19,872
* SunBank Capital Management, N.A. 215 566,449 538,021 28,428
* The Travelers 2 339,977 339,977 0
</TABLE>
*Indicates a party in interest
(a) Represents a single transaction or a series of
transactions in the same security that exceed 5% of the
fair value of plan assets at the beginning of the year.
(b) The normal expenses associated with asset purchases and
sales are included in the purchase and selling price and
therefore, are not shown separately.
The accompanying notes are an integral part of this schedule.
<PAGE>
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation of our
report dated April 28, 1997 included in this Form 11-K into U.S. Xpress
Enterprises' previously filed Form S-8 Registration Statement File No. 33-91238
covering the U.S. Xpress Enterprises, Inc. Xpre$$avings 401(k) Plan.
ARTHUR ANDERSEN LLP
Chattanooga, Tennessee
June 23, 1997
