<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, 1998
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$$AVINGS 401(k) PLAN
B. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office:
U.S. XPRESS ENTERPRISES, INC.
4080 Jenkins Road
Chattanooga, TN 37421
<PAGE>
Xpre$$avings 401(k) Plan
Financial Statements and Schedules
as of December 31, 1998 and 1997
Together With
Auditors' Report
<PAGE>
XPRE$$AVINGS 401(k) PLAN
FINANCIAL STATEMENTS AND SCHEDULES
DECEMBER 31, 1998 AND 1997
TABLE OF CONTENTS
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
FINANCIAL STATEMENTS
Statement of Net Assets Available for Benefits, With Fund
Information--December 31, 1998
Statement of Net Assets Available for Benefits, With Fund
Information--December 31, 1997
Statement of Changes in Net Assets Available for Benefits, With Fund
Information, for the Year Ended December 31, 1998
NOTES TO FINANCIAL STATEMENTS AND SCHEDULES
SUPPLEMENTAL SCHEDULES
Schedule I: Item 27a--Schedule of Assets Held for Investment
Purposes--December 31, 1998
Schedule II: Item 27d--Schedule of Reportable Transactions for the Year
Ended December 31, 1998
Schedule III: Item 27e--Schedule of Nonexempt Transactions for the Year
Ended December 31, 1998
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Plan Administrator of the
Xpre$$avings 401(k) Plan:
We have audited the accompanying statements of net assets available for
benefits, with fund information, of the XPRE$$AVINGS 401(k) PLAN as of
December 31, 1998 and 1997, and the related statement of changes in net assets
available for benefits, with fund information, for the year ended December 31,
1998. 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, 1998 and 1997, and the changes in its net assets available for
benefits for the year ended December 31, 1998, in conformity with generally
accepted accounting principles.
Our audits were performed 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, reportable transactions, and nonexempt
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
<PAGE>
-2-
rather than to present the net assets available for plan benefits and changes in
net assets available for plan 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.
As explained in Note 2, information certified by the trustee and presented in
the schedule of reportable transactions does not disclose the historical cost of
certain investments. Disclosure of this information is required by the
Department of Labor Rules and Regulations for Reporting and Disclosure under the
Employee Retirement Income Security Act of 1974.
/s/ Arthur Andersen LLP
Chattanooga, Tennessee
May 27, 1999
<PAGE>
XPRE$$AVINGS 401(k) PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS,
WITH FUND INFORMATION
DECEMBER 31, 1998
<TABLE>
<CAPTION>
Nonparticipant-
Participant-Directed Directed
-------------------------------------------------------------------- ---------------
SunTrust
Twentieth STI Classic STI Classic Employee U.S. Xpress
Century Balanced Capital Benefit Stable Enterprises Participant
Ultra Fund Fund Growth Fund Asset Fund Stock Fund Loans Total
---------- ---------- ----------- -------------- ----------- ----------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
ASSETS:
Investments, at fair value:
Mutual funds $3,618,827 $1,595,292 $2,470,914 $ 0 $ 0 $ 0 $ 7,685,033
Common trust fund 0 0 0 3,402,957 0 0 3,402,957
Company stock 0 0 0 0 879,667 0 879,667
Participant loans 0 0 0 0 0 493,395 493,395
---------- ---------- ---------- ---------- -------- -------- -----------
Total investments 3,618,827 1,595,292 2,470,914 3,402,957 879,667 493,395 12,461,052
Cash 0 0 0 0 57,330 0 57,330
---------- ---------- ---------- ---------- -------- -------- -----------
NET ASSETS AVAILABLE FOR BENEFITS $3,618,827 $1,595,292 $2,470,914 $3,402,957 $936,997 $493,395 $12,518,382
=========== ========== ========== ========== ======== ======== ===========
</TABLE>
The accompanying notes are an integral part of this statement.
<PAGE>
XPRE$$AVINGS 401(k) PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS,
WITH FUND INFORMATION
DECEMBER 31, 1997
<TABLE>
<CAPTION>
Nonparticipant-
Participant-Directed Directed
-------------------------------------------------------------------- ---------------
SunTrust
Twentieth STI Classic STI Classic Employee U.S. Xpress
Century Balanced Capital Benefit Stable Enterprises Participant
Ultra Fund Fund Growth Fund Asset Fund Stock Fund Loans Total
---------- ---------- ----------- -------------- ----------- ----------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
ASSETS:
Investments, at fair value:
Mutual funds $1,972,777 $852,485 $1,304,036 $ 0 $ 0 $ 0 $4,129,298
Common trust fund 0 0 0 2,406,948 0 0 2,406,948
Company stock 0 0 0 0 451,222 0 451,222
Participant loans 0 0 0 0 0 372,181 372,181
---------- -------- ---------- ---------- -------- -------- -----------
Total investments 1,972,777 852,485 1,304,036 2,406,948 451,222 372,181 7,359,649
Participant contributions
receivable 137,396 65,665 99,220 135,976 43,261 0 481,518
---------- -------- ---------- ---------- -------- -------- -----------
Total assets 2,110,173 918,150 1,403,256 2,542,924 494,483 372,181 7,841,167
LIABILITIES:
Excess contributions
receivable 9,936 1,797 5,775 319 1,062 0 18,889
---------- -------- ---------- ---------- -------- -------- -----------
NET ASSETS AVAILABLE FOR BENEFITS $2,100,237 $916,353 $1,397,481 $2,542,605 $493,421 $372,181 $7,822,278
========== ======== ========== ========== ======== ======== ===========
</TABLE>
The accompanying notes are an integral part of this statement.
<PAGE>
XPRE$$AVINGS 401(k) PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS,
WITH FUND INFORMATION
FOR THE YEAR ENDED DECEMBER 31, 1998
<TABLE>
<CAPTION>
Nonparticipant-
Participant-Directed Directed
-------------------------------------------------------------------- ---------------
SunTrust
Twentieth STI Classic STI Classic Employee U.S. Xpress
Century Balanced Capital Benefit Stable Enterprises Participant
Ultra Fund Fund Growth Fund Asset Fund Stock Fund Loans Total
---------- ---------- ----------- -------------- ----------- ----------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
ADDITIONS TO NET ASSETS
ATTRIBUTABLE TO:
Participant contributions $1,057,922 $ 615,961 $ 846,587 $ 946,917 $ 465,572 $ 0 $ 3,932,959
Employer contributions 310,683 180,685 249,652 235,736 147,669 0 1,124,425
Net depreciation in fair
value of investments 0 0 0 0 (145,327) 0 (145,327)
Net investment income-registered
investment companies 805,116 198,720 449,200 0 0 0 1,453,036
Net investment income-
common trusts 0 0 0 164,478 0 0 164,478
---------- ---------- ---------- ----------- --------- ---------- -----------
Total additions 2,173,721 995,366 1,545,439 1,347,131 467,914 0 6,529,571
BENEFITS PAID TO PARTICIPANTS 509,393 249,636 385,927 537,114 88,460 62,937 1,833,467
LOANS TO PARTICIPANTS (100,121) (62,744) (104,820) (174,056) (12,823) 454,564 0
LOAN PAYMENTS 65,091 25,783 67,168 102,943 9,428 (270,413) 0
INTERFUND TRANSFERS (110,708) (29,830) (48,427) 121,448 67,517 0 0
---------- ---------- ---------- ----------- --------- ---------- -----------
NET INCREASE 1,518,590 678,939 1,073,433 860,352 443,576 121,214 4,696,104
NET ASSETS AVAILABLE
FOR BENEFITS:
Beginning of year 2,100,237 916,353 1,397,481 2,542,605 493,421 372,181 7,822,278
---------- ---------- ---------- ----------- --------- ---------- -----------
End of year $3,618,827 $1,595,292 $2,470,914 $3,402,957 $ 936,997 $ 493,395 $12,518,382
========== ========== ========== =========== ========= ========== ===========
</TABLE>
The accompanying notes are an integral part of this statement.
<PAGE>
XPRE$$AVINGS 401(k) PLAN
NOTES TO FINANCIAL STATEMENTS AND SCHEDULES
DECEMBER 31, 1998 AND 1997
1. PLAN DESCRIPTION
The following description of the Xpre$$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 (the "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"), as amended.
Until September 30, 1997, employees were eligible to participate in the
Plan when they had completed one year of service, as defined in the plan
document, and had attained age 21. Effective October 1, 1997, the one year
of service requirement for eligibility was reduced to six months.
Contributions
Until September 30, 1997, eligible employees could make before-tax
contributions up to 6% of compensation, as defined in the plan document,
limited by requirements of the IRC. Effective October 1, 1997, the before-
tax contribution limit was raised to 12%. 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 equal to 50% of each participant's
before-tax contribution up to a maximum of 6%. The Company does not match
after-tax contributions.
<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:
<TABLE>
<CAPTION>
Percentage
Years of Service Vested
-------------------------------------------------- ------------
<S> <C>
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
</TABLE>
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, 1998 and 1997, forfeited nonvested accounts totaled $55,076
and $51,200, respectively. These accounts will be used to reduce future
employer contributions. In 1998, $108,000 of forfeitures were used to
reduce employer contributions.
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/her account.
The form of payment is a lump-sum distribution. In addition, participants
may receive an in-service withdrawal of after-tax contributions. Hardship
distributions are also permitted if certain criteria are met.
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 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 the potential for capital
appreciation.
- SunTrust Employee Benefit Stable This fund is an actively managed
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 This fund invests principally in U.S.
Stock Fund Xpress Enterprises, Inc. common stock.
During 1997, investments in the U.S. Xpress Enterprises Stock Fund were
assigned units of participation. The unit value of the U.S. Xpress
Enterprises Stock Fund was determined daily based on the fair market value
of the underlying net assets. The total number of units assigned to
participants at December 31, 1997 was 24,142. The unit value at December
31, 1997 was $18.69. During 1998, units of participation were not assigned
to investments in the U.S. Xpress Enterprises Stock Fund.
Participant Loans
Subject to approval, participants can secure a loan from the Plan against
their account balance up to the lesser of 50% of their vested account
balance or $50,000. The minimum loan amount allowed is $1,000. Loans may
generally be repaid over one to five years. 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
current market conditions and is fixed over the life of the note.
<PAGE>
-4-
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 financial statements in conformity
with generally accepted accounting principles requires the Plan's
management to use estimates and assumptions that affect the net assets
available for benefits and the changes therein. 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 (depreciation) 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 SunTrust
Employee Benefit Stable Asset Fund is valued 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, 1998, 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.
Disclosure Required Under Department of Labor Rules and Regulations
Disclosure of historical cost information with regard to plan investments
is required to be presented in the schedule of reportable transactions in
accordance with the Department of Labor Rules and Regulations for Reporting
and Disclosure under ERISA. Due to limitations in the record-keeping system
maintained by the asset custodian, this information cannot be provided for
the year ended December 31, 1998.
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, 1998 and 1997.
<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.
5. RECONCILIATION TO FORM 5500
As of December 31, 1998 and 1997, the Plan had $82,610 and $386,764,
respectively, of pending distributions to participants who had elected to
withdraw from the Plan. These amounts are recorded as liabilities in the
Plan's Form 5500; however, these amounts are not recorded as liabilities in
the accompanying statements of net assets available for benefits in
accordance with generally accepted accounting principles.
The following table reconciles net assets available for benefits per the
financial statements to the Form 5500 as filed by the Company for the year
ended December 31, 1998 and 1997:
<TABLE>
<CAPTION>
Benefits Payable to Net Assets
Participants 1998 Available for Benefits
------------------------- Benefits ----------------------------
1998 1997 Paid 1998 1997
-------- ------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
Per financial statements $ 0 $ 0 $1,833,467 $12,518,382 $7,822,278
1998 accrued benefit payments 82,610 0 82,610 (82,610) 0
1997 accrued benefit payments 0 386,764 (386,764) 0 (386,764)
------- -------- ---------- ----------- ----------
Per Form 5500 $82,610 $386,764 $1,529,313 $12,435,772 $7,435,514
======= ======== ========== =========== ==========
</TABLE>
<PAGE>
SCHEDULE I
XPRE$$AVINGS 401(k) PLAN
ITEM 27a--SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1998
(Employer Identification Number 62-1378182, Plan Number 001)
<TABLE>
<CAPTION>
Identity of Issuer, Borrower, Description of Investment, Including Maturity Date, Current
Lessor, or Similar Party Rate of Interest, Collateral, and Par or Maturity Value Cost Value
----------------------------- ------------------------------------------------------- ----------- -----------
<S> <C> <C> <C> <C>
American Century Mutual Funds Twentieth Century Ultra Fund $ 3,239,689 $ 3,618,827
* SunBank Capital Management, N.A. STI Classic Balanced Fund 1,509,250 1,595,292
* SunBank Capital Management, N.A. STI Classic Capital Growth Fund 2,310,833 2,470,914
* SunBank Capital Management, N.A. SunTrust Employee Benefit Stable Asset Fund 3,275,348 3,402,957
* U.S. Xpress Enterprises, Inc. U.S. Xpress Enterprises Stock Fund (58,644 shares of
company common stock in 1998) 906,960 879,667
* Various Plan Participants Loans to participants, with interest rates from 8.75% to 11.5% 493,395 493,395
----------- -----------
$11,735,475 $12,461,052
=========== ===========
</TABLE>
*Indicates a party-in-interest
The accompanying notes are an integral part of this schedule.
<PAGE>
SCHEDULE II
XPRE$$AVINGS 401(k) PLAN
ITEM 27d--SCHEDULE OF REPORTABLE TRANSACTIONS (a)
FOR THE YEAR ENDED DECEMBER 31, 1998
(Employer Identification Number 62-1378182, Plan Number 001)
<TABLE>
<CAPTION>
Sales
Purchases ------------------------------------------
------------------- Selling Price
Description of Investments, Purchase Price and Current
including Maturity Date, and Current Value Value of Net
Identity of Party Rate of Interest, Collateral, of Assets on Asset on Cost of Gain
Involved and Par or Maturity Value Transaction Date(b) Transaction Date(b) Assets (Loss)
- ----------------------- ----------------------------------- ------------------- ------------------- -------- ---------
<S> <C> <C> <C> <C> <C> <C>
American Century
Mutual Funds Twentieth Century Ultra Fund $1,955,170 $ 815,660 (c) (c)
* SunBank Capital
Management, N.A. STI Classic Balanced Fund 1,049,828 389,171 (c) (c)
* SunBank Capital
Management, N.A. STI Classic Capital Growth Fund 1,582,203 598,695 (c) (c)
* SunBank Capital
Management, N.A. SunTrust Employee Benefit Stable
Asset Fund 4,521,247 3,712,738 (c) (c)
* U.S. Xpress
Enterprises, Inc. U.S. Xpress Enterprises Stock Fund 1,091,506 447,690 (c) (c)
</TABLE>
*Indicates a party-in-interest
(a) Represents a single transaction or a series of transactions in the same
security that exceeds 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.
(c) As indicated in Note 2, historical cost information is not available.
The accompanying notes are an integral part of this schedule.
<PAGE>
SCHEDULE III
XPRE$$AVINGS 401(k) PLAN
ITEM 27e--SCHEDULE OF NONEXEMPT TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1998
<TABLE>
<CAPTION>
Description of Transactions,
Relationship to Plan, Including Maturity Date, Interest
Employer, or Other Rate of Interest, Collateral, Amount Incurred
Identity of Party Involved Party-in-InteresT and Par or Maturity Value Loaned on Loan
- ---------------------------------- -------------------- -------------------------------- ------ --------
<S> <C> <C> <C> <C>
U.S. Xpress Enterprises, Inc. Sponsor Lending of moneys from the Plan to the
employer (contributions not timely
remitted to the Plan) as follows:
Deemed loan dated October 21, 1998,
maturity October 22, 1998, with interest
at 6.09% per annum $ 84,231 $14
Deemed loan dated October 21, 1998, maturity
October 23, 1998, with interest at 6.09%
per annum 164,762 56
</TABLE>
The accompanying notes are an integral part of this schedule.
<PAGE>
REQUIRED INFORMATION
The U.S. Xpress Enterprises, Inc. XPRE$$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,
1998 and 1997, 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$$AVINGS 401(K) PLAN
By: /s/ James B. Baker
-----------------------------------------
Member of U.S. Xpress Enterprises, Inc.
Pension Committee
Date: June 29, 1999
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation of our
report dated May 27, 1999 included in this Form 11-K into U.S. Xpress
Enterprises, Inc.'s previously filed Form S-8 Registration Statement File No.
33-91238 covering the U.S. Xpress Enterprises, Inc. Xpre$$avings 401(k) Plan.
/s/ Arthur Andersen LLP
Chattanooga, Tennessee
June 25, 1999
