SECURITIES AND EXCHANGE COMMISSION Washington,
 D.C. 20549

FORM 10-K

xANNUAL REPORT PURSUANT
 TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE YEAR ENDED DECEMBER 31, 2003

OR

oTRANSITION REPORT PURSUANT
 TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number 0-24806



(Exact name of registrant as specified in its charter)

|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|NEVADA                                                         |  | 62-1378182                          
|(State or Other Jurisdiction of Incorporation or Organization) |  | (I.R.S. Employer Identification No.)
|4080 Jenkins Road                                              |  | 37421                               
|CHATTANOOGA, TENNESSEE                                         |  | (Zip Code)                          
|(Address of Principal Executive Offices)                       | 

Registrant's telephone number, including area code:   (423)
 510-3000

Securities Registered Pursuant to Section 12(b)
 of the Act: None

Securities Registered Pursuant to Section 12(g)
 of the Act: Class A Common Stock, $0.01 Par Value

Indicate by check mark whether the registrant (1) has
 filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
 during the preceding 12 months (or for such shorter period that the registrant was required to file
 such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes
 x No o

Indicate by check mark if disclosure of delinquent
 filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to
 the best of Registrants knowledge, in definitive proxy or information statements incorporated by reference
 in Part III of this Form 10-K or any amendments to this Form 10-K.o

Indicate by check mark whether the Registrant is an
 accelerated filer (as defined in Rule 12b-2 of the Act). Yesx No o

The aggregate market value of the voting stock held
 by non-affiliates of the registrant on June 30, 2003, the last business day of the registrants most
 recently completed fiscal second quarter was $62,751,326 (based upon the $10.64 closing price on that
 date as reported by NASDAQ). In making this calculation the registrant has assumed, without admitting
 for any purpose, that all executive officers, directors, and holders of more than 10% of a class of
 outstanding common stock, and no other persons, are affiliates.

As of March 9, 2004, the registrant had 11,026,618
 shares of Class A Common Stock and 3,040,262 shares of Class B Common Stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE: The information
 set forth under Part III, Items 10, 11, 12, 13 and 14 of this Report is incorporated by reference from
 the registrants definitive proxy statement mailed to stockholders for the 2004 annual meeting of stockholders
 to be held on May 13, 2004.

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# U.S. XPRESS ENTERPRISES, INC.

TABLE OF CONTENTS

|ITEM NO. |  |                                                                                                                  |  | PAGE NO.
|-------- |  | ---------------------------------------------------------------------------------------------------------------- |  | --------
|PART I  
|Item 1   |  | Business                                                                                                         |  | 3       
|Item 2   |  | Properties                                                                                                       |  | 9       
|Item 3   |  | Legal Proceedings                                                                                                |  | 11      
|Item 4   |  | Submission of Matters to a Vote of Security Holders                                                              |  | 11      
|PART II 
|Item 5   |  | Market for the Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities |  | 12      
|Item 6   |  | Selected Financial Data                                                                                          |  | 13      
|Item 7   |  | Management's Discussion and Analysis of Financial Condition and Results of Operations                            |  | 14      
|Item 7A  |  | Quantitative and Qualitative Disclosures About Market Risk                                                       |  | 26      
|Item 8   |  | Financial Statements and Supplementary Data                                                                      |  | 27      
|Item 9   |  | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure                             |  | 45      
|Item 9A  |  | Controls and Procedures                                                                                          |  | 45      
|PART III
|Item 10  |  | Directors and Executive Officers of the Registrant                                                               |  | 46      
|Item 11  |  | Executive Compensation                                                                                           |  | 46      
|Item 12  |  | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters                   |  | 46      
|Item 13  |  | Certain Relationships and Related Transactions                                                                   |  | 46      
|Item 14  |  | Principal Accountant Fees and Services                                                                           |  | 46      
|PART IV 
|Item 15  |  | Exhibits, Financial Statement Schedules and Reports on Form 8-K                                                  |  | 47      
|        
|         |  |                                                                                                                  |  |         
|         |  | Signatures                                                                                                       |  | 56      
|         |  |                                                                                                                  |  |         
|         |  | Exhibits                                                                                                         |  |         

2



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PART I

ITEM 1. BUSINESS

This Annual Report contains certain statements that
 may be considered forward-looking statements within the meaning of Section 27A of the Securities Act
 of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended. Such statements
 may be identified by their use of terms or phrases such as expects, estimates, projects, believes,
 anticipates, intends, and similar terms and phrases, and may include, but not be limited to projections
 of revenues, income or loss, capital expenditures, acquisitions, plans for growth and future operations,
 financing needs or plans or intentions relating to acquisitions by the Company, as well as assumptions
 relating to the foregoing. Forward-looking statements are inherently subject to risks and uncertainties,
 some of which cannot be predicted or quantified, which could cause future events and actual results
 to differ materially from those set forth in, contemplated by or underlying the forward-looking statements.
 The following factors among others, could cause actual results to differ materially from those in forward
 looking statements: excess tractor or trailer capacity in the trucking industry; decrease in demand
 for the Companys services; inventory levels; recessionary economic cycles and downturns in customers
 business cycles; increases or rapid fluctuations in fuel prices, interest rates, fuel taxes, tolls and
 license and registration fees; increases in the prices paid for new revenue equipment; resale value
 of used revenue equipment; the ability to obtain long-term debt financing and the continued availability
 of financing in the amounts and on the terms necessary to support the Companys future business; difficulty
 in attracting and retaining qualified drivers and owner-operators; increased experience in the severity
 and frequency of claims relating to liability, cargo loss, physical damage, workers compensation and
 health insurance related claims; increased premiums and deductibles; seasonal factors such as weather
 conditions; regulatory requirements including the new hours of service rules. The Company disclaims
 any obligation to update or revise any forward-looking statements to reflect actual results or changes
 in the factors affecting the forward-looking information.

GENERAL

U.S. Xpress Enterprises, Inc. (the Company) provides
 transportation services in the continental United States, Canada and Mexico. The Company is the fifth
 largest publicly owned truckload carrier in the United States.

The Company has two operating segments, U.S. Xpress,
 Inc. (U.S. Xpress) and Xpress Global Systems, Inc. (Xpress Global Systems), formerly known as CSI/Crown,
 Inc. U.S. Xpress accounted for 85.2% of the Companys 2003 consolidated revenues. See Note 14 of the
 Companys 2003 Consolidated Financial Statements for quantitative segment information.

The Company also offers logistics services through
 its approximately 12.0% equity ownership interest in Transplace, Inc. (Transplace), an Internet-based
 global transportation logistics company.

U.S. Xpress provides three principal truckload transportation
 services: 1) over-the-road or long-haul services with lengths of haul generally in the range of 400
 to 3,000 miles; 2) regional services with lengths of haul generally in the range of 200 to 550 miles
 in the Western, Midwestern and Southeastern regions of the United States; and 3) dedicated contract
 carriage services.

Xpress Global Systems is a leading provider of logistics
 services to the floorcovering industry. Services include: 1) consolidation and distribution of less-than-truckload
 shipments; 2) coordination of line-haul transportation to Company operated service centers and third-party
 agent facilities for local delivery; 3) warehousing and distribution services; and 4) retail sales of
 installation supplies, including the Companys private-label Installers Choice brand of floorcovering
 installation products.

In February of 2001, Xpress Global Systems further
 broadened its services to include airport-to-airport transportation services to the airfreight and airfreight
 forwarding industries. The Company provides scheduled ground transportation of air cargo for integrated
 air cargo carriers, airlines and airfreight forwarders. These services are provided to 81 major destination
 markets, nationwide, on a one to four day basis through its 12 regional hub facilities.

3

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OPERATIONS

U.S. Xpress

Long-haul/Over-the-Road U.S. Xpress
 largest service specialty is over-the-road or long-haul services with lengths of haul generally in the
 range of 500 to 3,000 miles. U.S. Xpress offers time-definite and expedited services within this service
 specialty using both solo and driver teams. Time-definite transportation requires that pickups and deliveries
 be performed to exact appointment times or within a specified number of minutes. Time-definite service
 is particularly important to U.S. Xpress customers that operate in a just-in-time environment, distribution
 and retail inventory systems and to customers in the airfreight and logistics industries. We are among
 the industry leaders in providing expedited long-haul freight transportation predominately using two-person
 driver teams. With driver teams, the Company can provide significantly faster, more predictable service
 than railroad, intermodal, or single driver service over long lengths of haul at a fraction of the cost
 of air freight. At December 31, 2003, approximately 3,550 tractors were assigned to providing
 long-haul services.

Regional Service Over 70.0% of the
 freight transported in the U.S. moves over distances of less than 1,000 miles. In addition, the average
 length of haul of shipments is shrinking as manufacturers and distributors increasingly bring the various
 elements of their supply and distribution chains into closer geographical proximity. U.S. Xpress provides
 regional service in the Western, Midwestern and Southeastern regions of the United States with approximately
 980 tractors assigned to regional operations at December 31, 2003. The average length of haul in 2003
 of the Company's regional operations was 390 miles.

Dedicated Contract Carriage ServiceSome
 shippers use transportation or logistics companies to manage or operate their private trucking operations.
 Many of these shippers historically have operated their own fleets to transport their products. U.S.
 Xpress management expertise, capacity and systems are well positioned to provide dedicated contract
 carriage services in which specific tractors, drivers and, at times, on-site personnel are assigned
 to a specific customer account. As a replacement or extension of a customers private fleet, U.S. Xpress
 can provide the assurance of extra capacity to flex the fleet to meet surges in the business cycle.
 Through dedicated service relationships, customers obtain assurance of capacity to meet their requirements.
 U.S. Xpress benefits by generating better equipment utilization, increasing business volume from key
 customers and improving planning of resources. Drivers benefit through consistent wages, enhanced scheduling,
 reduced downtime between loads and more predictability of their off-duty time. At December 31, 2003,
 approximately 765 tractors were assigned to providing service under existing dedicated contracts.

Xpress Global Systems

Floorcovering Logistics and Distribution ServicesXpress Global Systems is a leading provider of logistics services to the floorcovering industry.
 Xpress Global Systems picks up floorcovering products from manufacturers; consolidates shipments into
 truckloads bound for specific destinations; contracts with truckload carriers, including U.S. Xpress,
 to deliver the products to Xpress Global Systems service centers or to contract agents and delivery
 services; then delivers the products to floorcovering distributors, retailers and large-scale end users
 in the continental United States and Canada. In addition, Xpress Global Systems provides warehousing
 and other specialized services, such as custom carpet cutting, stocking and the sale of floorcovering
 installation supplies under its Installers Choice label.

Additional distribution-related services, such as pool
 distribution, freight consolidation and public warehousing, have been introduced to a variety of industries
 other than floorcovering. These services take advantage of the existing infrastructure and allow Xpress
 Global Systems to better utilize its facilities and provide an avenue for further diversification.

Airfreight and Road Feeder Services Xpress
 Global Systems offers nationwide, scheduled ground transport of air cargo to customers in the airfreight
 and airfreight forwarding industries as a cost-effective and reliable alternative to traditional air
 transportation. Service is provided to over 81 major markets throughout the United States and Canada
 in one of the industrys largest road-feeder networks. Driven by Federal Aviation Administration mandated
 changes in cargo security guidelines and the reliable and economical service provided by Xpress Global
 Systems, many forwarders, air carriers and integrators have shifted goods to ground transport. Further,
 these restrictions have reduced available lift capacity in passenger aircraft resulting in more expedited
 traffic moving through ground networks, such as the system operated by Xpress Global Systems.

4

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MARKETING AND CUSTOMERS

The Companys success in marketing its services is
 a result of commitment to service, capabilities, capacity, flexibility, responsiveness, analytical planning
 and information technology management. The Companys marketing departments and sales personnel identify
 new business prospects and implement programs to obtain and retain customer accounts. U.S. Xpress employs
 32 full-time marketing and national account representatives who have responsibility for specific geographic
 areas. Xpress Global Systems employs 24 full-time marketing and national account representatives who
 have specific geographic and service responsibilities.

For the year ended December 31, 2003, the top 50 U.S.
 Xpress customers represented approximately 64.0% of revenues, the top 25 customers represented approximately
 48.0% of revenues and the top 10 customers represented approximately 27.0% of revenues. During 2003,
 no single customer accounted for more than 4.3% of U.S. Xpress revenues. Xpress Global Systems top
 customer accounted for 23.6% of its revenue in 2003. No other single customer accounted for more than
 3.8% of Xpress Global Systems revenues in 2003.

REVENUE EQUIPMENT

The Company determines the specifications of revenue
 equipment purchases based on such factors as vehicle and component quality, warranty service, driver
 preferences, new vehicle prices and the likely resale market. Because the fleet is standardized and
 has warranty agreements with original equipment suppliers, the Company has minimized parts inventories
 and maintenance costs. The Company has negotiated agreements in principle concerning the essential terms
 of trade-in and/or repurchase commitments from its primary equipment vendors for disposal of a substantial
 portion of its equipment. These agreements in principle are expected to reduce the Companys risks related
 to equipment disposal values.

The following table shows the numbers, type and age
 of U.S. Xpress and Xpress Global Systems Company-owned and leased revenue equipment at December 31,
 2003:

|Model Year | Tractors     | Trailers
|---------- | ------------ | --------
|           | 2004         |         
|           | 2003         |         
|           | 2002         |         
|           | 2001         |         
|           | 2000         |         
|           | 1999         |         
|           | 1998         |         
|           | 1997         |         
|           | 1996 & Prior |         
|           |              |         
|           | Total        |         
|           |              |         

Tractors The Company purchases or
 leases Freightliner or Volvo tractors for substantially all of the additions and replacements to its
 over-the-road fleet. Tractors are generally replaced every 36 to 54 months, generally well in advance
 of the need for major engine overhauls. Substantially all of the Company over-the-road tractors are
 equipped with Eaton Vorad anti-collision systems, electronic speed controls, anti-lock braking systems
 for improved safety and satellite communications and in-cab e-mail for improved communications. Additionally,
 the tractor fleet is generally equipped with Eaton automatic shift transmissions and a substantial portion
 of the fleet is equipped with automatic traction control. All engines have fuel incentive programming
 for increased fuel economy.

The Environmental Protection Agency (the EPA) implemented
 new emissions control regulations effective October 1, 2002. The new regulations decrease the amount
 of emissions that can be released by truck engines and affect tractors produced after the effective
 date of the regulations. In response to the new requirements, some manufacturers have increased new
 equipment prices. Compliance with such regulations has increased the cost of the Companys new tractors
 and has resulted in lower fuel efficiency. To the extent the Company is unable to offset such increases
 in operating costs associated with the environmentally compliant engines with rate increases or cost
 savings, results of operations could be adversely affected.

5

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Trailers In 1997, the Company began
 purchasing composite plate trailers from Wabash National Corporation that the Company believes are more
 durable, have greater cubic capacity and stiffer sidewalls and do not fracture as easily as conventional
 aluminum trailers. The Company currently purchases or leases Wabash Duraplate trailers for substantially
 all of the additions and replacements to its fleet. In addition, substantially all of the trailers are
 equipped with air ride suspension, leading to softer rides that result in less load damage. At December
 31, 2003, approximately 79.0% of the trailer fleet was composite plate trailers from Wabash.

In 2003, the Company initiated the installation of
 an automated trailer tracking system that is being installed in all new trailers purchased. The global
 positioning satellite device functions on power supplied from the tractor when tethered and includes
 a battery back-up system that allows tracking of the trailer when un-tethered from the tractor for up
 to 30 days. The trailer tracking system could improve trailer utilization and enable trailers to be
 monitored more accurately. As of December 31, 2003, the Company has installed the trailer tracking device
 in approximately 1,300 trailers and expects to continue to increase the number of trailers that have
 this capability.

HUMAN RESOURCES

At December 31, 2003, the Company and its subsidiaries
 employed 7,842 full-time associates, of whom 5,496 were drivers, 253 were mechanics and other maintenance
 personnel, 1,110 were office associates for U.S. Xpress, the truckload division and 983 were employed
 by Xpress Global Systems, the non-truckload division. U.S. Xpress also had active contracts with independent
 contractors (owner-operators) for the services of 950 tractors that provide both tractor and qualified
 drivers. None of the Companys employees are represented by a union or collective bargaining agreement
 and the Company considers relations with its employees to be good.

Driver Recruiting, Training and RetentionThe
 Company recognizes that it is paramount to recruit, train and retain a professional driver workforce.
 The Company also realizes that competition for qualified drivers will remain high and will be impacted
 by changes in unemployment rates, changes in workforce demographics and reduced government funding of
 training programs. The environment has become increasingly difficult to recruit drivers and owner-operators
 during 2003. The Company anticipates the driver and owner-operator supply will remain tight within the
 industry during 2004. To address this issue, the Company has initiated various programs to enhance retention
 and recruiting efforts, including a driver and owner-operator pay increase which was fully implemented
 by February 15, 2004.

All Company drivers must meet or exceed specific guidelines
 relating to their safety records, driving experience and personal evaluations, including a physical
 examination and mandatory drug testing as outlined in the United States Department of Transportation
 (DOT) regulations. After a conditional offer of employment is extended, a driver must successfully
 complete training in all aspects of Company policies and operations, safety philosophy and fuel efficiency.
 In addition, all drivers must successfully complete a Company driving exam and possess a valid Class
 A Commercial Drivers License. The Company maintains an ongoing safety and efficiency program to ensure
 that drivers comply with safe and efficient operating procedures.

Senior management is actively involved with the development
 and retention of drivers. Recognizing the shortage of new drivers entering the industry, since January
 1998, the Company has operated a professional driving school at its facility in Medway, Ohio. The school
 is certified by the Professional Truck Driving Institute of America. The Company also contracts with
 driver schools managed by independent organizations as well as community college programs throughout
 the United States.

Management believes that there are several key elements
 to recruiting and retaining experienced professional drivers, such as an attractive compensation and
 benefits package, meeting reasonable driver expectations, providing equipment with desirable driver
 amenities and providing a company-wide culture of support for driver needs. Drivers are compensated
 on the basis of miles driven. The starting rate per mile is determined by the drivers experience level
 and will increase with the drivers length of service with the Company. Additional compensation may
 be earned through loading/unloading, stop pay and mileage bonuses. Drivers employed by the Company are
 eligible to participate in Company sponsored health, life, dental and vision plans. Further, they are
 eligible to participate in a 401(k) Retirement Plan and an Employee Stock Purchase Plan. Additional
 benefits include vacation pay and pre-paid phone cards.

The Companys late model Freightliner and Volvo conventional
 tractors are designed for driver comfort and safety. Standard equipment includes automatic transmissions,
 air ride suspensions, double sleeper bunks, air conditioning, power steering, electronic engine brakes
 and Eaton Vorad collision avoidance systems.

6

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Management believes that maintaining a culture of driver
 support through flexible work schedules that enable drivers to accommodate personal obligations and
 lifestyles, leveraging technology (in cab e-mail, Internet services, etc.) that enables drivers to remain
 in touch with their families when on the road, managing driver home time, seeking drivers input in
 the decision making process to achieve mutually satisfactory solutions and providing career advancement
 opportunities for drivers are also key factors in recruiting and retaining experienced professional
 drivers.

Independent Contractors The Company
 recognizes the benefits of augmenting its service capacity through the use of independent contractors.
 Independent contractors provide their own tractors and pay for all the expenses of operating their own
 equipment, including wages and benefits, fuel, physical damage insurance, maintenance, highway use taxes
 and debt service. Therefore, less capital is required for the Companys growth. The Company has an aggressive
 independent contractor recruiting program, with 950 contractors under active contract at December 31,
 2003.

COMPETITION

The transportation services business is extremely competitive.
 U.S. Xpress competes primarily with other truckload carriers and logistics providers and to a lesser
 degree railroads and air freight. Xpress Global Systems is a leading provider of logistics services
 to the floorcovering industry and competes with several smaller, regional carriers. Xpress Global Systems
 has one national and several regional competitors in its airport-to-airport business and one national
 and numerous local competitors in its pool distribution business.

Generally, competition for the freight transported
 by the Companies is based on service, efficiency, scope of operations and pricing. Historically, increased
 competition has created downward pressure on the transportation industrys pricing structure. Prolonged
 weakness in freight markets or downward pressure on freight rates could adversely affect the Companys
 results of operations or financial condition. Some competitors have greater financial resources, operate
 more equipment and transport more freight than the Company.

REGULATION

The Company is a motor carrier that is subject to safety
 regulations promulgated by the DOT and various laws and regulations enforced by state agencies. These
 regulatory authorities have broad powers, generally governing activities such as authority to engage
 in motor carrier operations, accounting systems, certain mergers, consolidations, acquisitions and periodic
 financial reporting. Subject to federal, state and provincial regulatory authorities, the Company may
 transport most types of freight to and from any point in the United States and certain Canadian provinces,
 over any route selected by the Company. The trucking industry is subject to possible regulatory and
 legislative change that could affect the economics of the industry.

The Companys operations are also subject to various
 federal, state and local environmental laws dealing with transportation, storage, presence, use, disposal
 and handling of hazardous materials, discharge of storm water and underground fuel storage tanks. The
 Company believes that its operations are in substantial compliance with current laws and regulations
 and does not know of any existing condition that would cause non-compliance with applicable environmental
 regulations to have a material adverse effect on the Companys business or operating results.

Effective January 2004, the new hours of service regulations
 became effective which resulted in the following: 1) an increase in daily drive time to 11 hours from
 10 hours, 2) decrease in total on-duty hours from 15 to 14 with no extension of time for breaks, 3)
 increase in cumulative off-duty hours to 10 compared to 8 previously and 4) restart of weekly hour count
 following any consecutive 34-hours off-duty. These changes could reduce the amount of time drivers can
 spend driving if the Company is unable to limit drivers on-duty non-driving activities. The Company
 has increased accessorial charges to customers including stop-pay, loading and unloading fees and equipment
 detention fees to mitigate the expected impact of these new hours of service regulations.

SAFETY AND RISK MANAGEMENT

The Company is committed to safe operations. The Companys
 emphasis on safety is demonstrated through equipment specifications and active safety and loss prevention
 programs. These programs reinforce the importance of driving safely, abiding by all laws and regulations,
 such as speed limits and driving hours, performing regular equipment inspections and acting as good
 citizens on the road. The Companys accident review committee meets regularly to review any new accidents,
 take appropriate

7

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action related to drivers, examine accident trends and implement changes in procedures
 or communications to address any safety issues.

Managements emphasis on safety also is demonstrated
 through its equipment specifications, such as anti-lock brakes, electronic engines, special mirrors,
 conspicuity tape and the implementation of Eaton Vorad collision avoidance systems on all tractors.
 The Eaton Vorad system is designed to provide drivers with visible and audible warnings when other vehicles
 are beside them and when vehicles ahead are traveling at slower speeds than the truck. The system provides
 drivers with additional response time to prevent accidents.

The Company requires prospective drivers to meet higher
 qualification standards than those required by the DOT. The DOT requires the Companys drivers to obtain
 national commercial drivers licenses pursuant to the regulations promulgated by the DOT. The DOT also
 requires that the employer implement a drug-testing program in accordance with DOT regulations. The
 Companys program includes pre-employment, random, reasonable cause and post-accident drug testing.

Interstate motor carrier operations are subject to
 safety requirements prescribed by the DOT. Such matters as equipment weight and dimensions are also
 subject to federal and state regulations. The DOT evaluates carriers and provides safety fitness ratings
 based on conformance with requirements and accident frequency. U.S. Xpress and Xpress Global Systems
 each have satisfactory safety fitness ratings.

The Company secures appropriate insurance coverage
 at cost-effective rates. The primary claims arising in the Companys business consist of cargo loss
 and physical damage, auto liability (personal injury and property damage) and workers compensation.
 The Company currently purchases primary and excess coverage for these types of claims at amounts that
 management believes are sufficient to adequately protect the Company, subject to certain retention levels.
 The current retention level per occurrence is $250,000 for Cargo Loss and Workers Compensation. The
 retention level for Liability is $2.0 million per occurrence. The estimated cost for self-insurance
 claims, which include estimates for incurred but unreported claims, are accrued as liabilities in the
 consolidated balance sheets and are based on estimates of the Companys evaluation of the type and severity
 of individual claims and historical information, primarily its own claims experience, along with assumptions
 about future events.

FUEL

Shortages of fuel or increases in fuel prices could
 have a materially adverse effect on the operations and profitability of the Company. Substantially all
 of the Companys customer contracts contain fuel surcharge provisions to mitigate increases in the cost
 of fuel (the Company recognized $34.0 million of fuel surcharge revenue for the year ended December
 31, 2003, compared to $15.6 million for the year ended December 31, 2002). However, fuel surcharges
 to customers do not fully recover all fuel increases due to engine idle time and out-of-route and empty
 miles not billable to the customer. At times, fuel purchase contracts are used to mitigate the effects
 of increases in the price of fuel. The Company maintains fuel storage tanks at certain of its terminals.
 Leakage or damage to these tanks could subject the Company to environmental clean-up costs. The Company
 believes it is in compliance with all laws and regulations relating to maintenance of such fuel storage
 tanks.

INTERNET WEBSITE

The Company maintains an Internet website through which
 additional information concerning its business can be found. The website address is www.usxpress.com.
 The Company makes available on its website, free of charge, its annual report on Form 10-K, quarterly
 reports on Form 10-Q, current reports on Form 8-K and all amendments to those reports as soon as reasonably
 practicable after such reports are electronically filed with or furnished to the Securities and Exchange
 Commission.

8

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The following table provides information regarding
 the Companys facilities at December 31, 2003:

|Company Location           | Facility Functions | Owned or Leased
|-------------------------- | ------------------ | ---------------
|U.S. Xpress:               |                    |                
|Apison, Tennessee          |                    |                
|Austell, Georgia           |                    |                
|Boise, Idaho               |                    |                
|Bayonne, New Jersey        |                    |                
|Bordentown, New Jersey     |                    |                
|Bowling Green, Kentucky    |                    |                
|Calexico, California       |                    |                
|Chattanooga, Tennessee     |                    |                
|Chicago, Illinois          |                    |                
|Colton, California         |                    |                
|                           |                    |                
|Cumming, Gerogia           |                    |                
|Dallas, Texas              |                    |                
|Dalton, Georgia            |                    |                
|Denver, Colorado           |                    |                
|El Paso, Texas             |                    |                
|Greenville, South Carolina |                    |                
|Hayward, California        |                    |                
|Houston, Texas             |                    |                
|Indianapolis, Indiana      |                    |                
|Jacksonville, Florida      |                    |                
|Kent, Washington           |                    |                
|Laredo, Texas              |                    |                
|Lincoln, Nebraska          |                    |                
|                           |                    |                
|Long Beach, California     |                    |                
|Medway, Ohio               |                    |                
|                           |                    |                
|Memphis, Tennessee         |                    |                
|Newport, Minnesota         |                    |                
|Oklahoma City, Oklahoma    |                    |                
|                           |                    |                
|Otay Mesa, California      |                    |                
|Sacramento, California     |                    |                
|Salt Lake City, Utah       |                    |                
|                           |                    |                
|Sioux City, South Dakota   |                    |                
|Tunnel Hill, Georgia       |                    |                
|                           |                    |                
|Xpress Global Systems:     |                    |                
|Albany, New York           |                    |                
|Baltimore, Maryland        |                    |                
|Bensenville, Illinois      |                    |                
|Cleveland, Ohio            |                    |                
|Columbus, Ohio             |                    |                
|Denver, Colorado           |                    |                

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|Company Location                | Facility Functions | Owned or Leased
|------------------------------- | ------------------ | ---------------
|Elizabeth, New Jersey           |                    |                
|Everett (Boston), Massachusetts |                    |                
|Fresno, California              |                    |                
|Grapevine, Texas                |                    |                
|Hapeville (Atlanta), Georgia    |                    |                
|Hawthorne, California           |                    |                
|Hayward, California             |                    |                
|Houston, Texas                  |                    |                
|La Mirada, California           |                    |                
|Las Vegas, Nevada               |                    |                
|Mendota Heights, Minnesota      |                    |                
|Oklahoma City, Oklahoma         |                    |                
|Orlando, Florida                |                    |                
|Phoenix, Arizona                |                    |                
|Pittsburgh, Pennsylvania        |                    |                
|Rancho Cordova, California      |                    |                
|Rochester, New York             |                    |                
|Romeoville, Illinois            |                    |                
|Romulus, Michigan               |                    |                
|Salt Lake City, Utah            |                    |                
|San Antonio, Texas              |                    |                
|San Diego, California           |                    |                
|San Francisco, California       |                    |                
|Spokane, Washington             |                    |                
|St. Louis, Missouri             |                    |                
|Tampa, Florida                  |                    |                
|Tunnel Hill, Georgia            |                    |                

The Companys corporate headquarters are located in
 Chattanooga, Tennessee. The facility encompasses nearly 100,000 square feet of office space and includes
 state-of-the-art information management and communications systems.

Xpress Global Systems corporate headquarters are based
 in Tunnel Hill, Georgia, approximately 25 miles from the Chattanooga location. The Tunnel Hill facility
 includes a 101-door loading dock facility in which floorcovering shipments from multiple manufacturers
 are consolidated into truckloads for delivery to Company-owned and agent-operated distribution service
 centers. Substantially all Xpress Global Systems facilities operate as distribution centers performing
 consolidation, warehousing and local distribution.

In the opinion of the Company, its facilities are suitable
 and adequate for the Companys needs.

10

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ITEM 3. LEGAL PROCEEDINGS

The Company is party to various other legal proceedings
 arising in the normal course of its business. Management does not believe that the outcome of any of
 these proceedings will have a material adverse effect on the Company.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY
 HOLDERS

During the quarter ended December 31, 2003, no matters
 were submitted to a vote of security holders.

EXECUTIVE OFFICERS OF THE COMPANY

Information with respect to the executive officers
 of the Company is set forth below:

|Name                 | Age | Position
|-------------------- | --- | --------
|Max L. Fuller        |     |         
|Ray M. Harlin        |     |         
|E. William Lusk, Jr. |     |         
|Patrick E. Quinn     |     |         
|Jeffrey S. Wardeberg |     |         

Max L. Fuller has served as Co-Chairman of the
 Board of the Company since 1994, Vice President and Secretary of the Company since its formation in
 1989 and Interim Chief Operating Officer from November 2002 to March 2004. Mr. Fuller is a director
 of SunTrust Bank, Chattanooga, N. A. Mr. Fuller has served as an officer and director of U.S. Xpress,
 Inc. since 1985.

Ray M. Harlin has served as Executive Vice President of
 Finance and Chief Financial Officer of the Company since 1997. Previously, Mr. Harlin served for 25
 years in auditing and managerial positions and as a partner with Arthur Andersen LLP. Mr. Harlin has
 been a director of the Company since 1997.

E. William Lusk, Jr. has served as President
 of Xpress Global Systems, Inc. since 2001. Previously, Mr. Lusk was Executive Vice President of the
 Company from 1996 to 2000, Vice President of Marketing of the Company from 1991 to 1996 and Executive
 Vice President of U.S. Xpress, Inc. from 1987 to 1994.

Patrick E. Quinn has served as Co-Chairman of
 the Board of the Company since 1994 and President and Treasurer of the Company since its formation in
 1989. Mr. Quinn has served as an officer and director of U.S. Xpress, Inc. since 1985.

Jeffrey S. Wardeberg has served as Executive
 Vice President of Operations since 2002. Previously, Mr. Wardeberg was Executive Vice President of Sales
 and Marketing from 2000 to 2002, Vice President of Sales and Marketing from 1998 to 2000, Director of
 Marketing from 1996 to 1998 and a Regional Sales Vice President from 1994 to 1996. Mr. Wardeberg was
 elected to the Board of Directors of the Company in 2003 and was named Chief Operating Officer in March
 2004.

11

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PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED
 STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

COMMON STOCK AND STOCKHOLDER DATA

The Companys Class A Common Stock is traded on the
 NASDAQ National Market System under the symbol XPRSA. No market exists for the Companys Class B Common
 Stock. At March 9, 2004, there were 244 registered stockholders and an estimated 1,500 beneficial owners
 of the Companys Class A Common Stock and 2 beneficial owners of the Companys Class B Common Stock.
 At March 9, 2004, there were 11,026,618 shares of Class A Common Stock outstanding and 3,040,262 shares
 of Class B Common Stock outstanding. On March 9, 2004, the closing price for the Common Stock was $14.66.
 Listed below are the high and low sales prices with respect to shares of Class A Common Stock, as reported
 on the Nasdaq National Market System, for each quarter in the last two fiscal years:

|Quarter Ending     | High | Low
|------------------ | ---- | ---
|March 31, 2002     |      |    
|June 30, 2002      |      |    
|September 30, 2002 |      |    
|December 31, 2002  |      |    
|March 31, 2003     |      |    
|June 30, 2003      |      |    
|September 30, 2003 |      |    
|December 31, 2003  |      |    

DIVIDENDS

The Company does not pay cash dividends and intends
 to continue to retain earnings to finance the growth of the Company for the foreseeable future. Certain
 covenants contained in the Companys senior secured revolving credit facility prohibit the Company from
 paying dividends on its capital stock. (See Item 7. Managements Discussion and Analysis of Financial
 Condition and Results of Operations, Revolving Credit Agreement and Note 5, Long-Term Debt, of the
 Companys 2003 Consolidated Financial Statements.)

For information on the Companys equity compensation
 plans, please refer to Item 12, Security Ownership of Certain Beneficial Owners and Management and
 Related Stockholder Matters.

12

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ITEM 6.

# SELECTED FINANCIAL DATA(In thousands, except per share and operating data)

|                                          | Year Ended December 31,
|----------------------------------------- | -----------------------
|
|Income Statement Data                     |                        
|                                          |                        
|Operating revenue:                        |                        
|U.S. Xpress, net of fuel surcharge        |                        
|Fuel Surcharge Revenue                    |                        
|Xpress Global Systems                     |                        
|Intercompany                              |                        
|                                          |                        
|Consolidated                              |                        
|                                          |                        
|Income from operations(1)                 |                        
|Income (Loss) before taxes(1)             |                        
|Net income (Loss) (1)                     |                        
|Earnings (Loss) per share - basic         |                        
|Weighted average number of shares         |                        
|outstanding - basic                       |                        
|Earnings (Loss) per share - diluted       |                        
|Weighted average number of shares         |                        
|outstanding - diluted                     |                        
|                                          |                        
|Truckload Operating Data (2)              |                        
|Total revenue miles                       |                        
|Average revenue per mile                  |                        
|Tractors at end of period                 |                        
|Trailers at end of period                 |                        
|Average revenue per tractor, per week     |                        
|Average length of haul                    |                        
|Average tractors during period            |                        
|Total miles                               |                        
|                                          |                        
|Balance Sheet Data                        |                        
|Working capital                           |                        
|Total assets                              |                        
|Long-term debt, net of current maturities |                        
|Stockholders' equity                      |                        
|                                          |                        

| | (1) | Includes in fiscal 2002, pre-tax charges of $1.7 million related to the settlement of a litigation matter and $1.8 million related to the early extinguishment of debt.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                        
| | (2) | Average revenue per mile and average revenue per tractor per week are net of fuel surcharges. Tractor and trailer data includes owned, leased and owner-operated.      

13

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# ITEM 7.      MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL                      CONDITION AND RESULTS OF OPERATIONS

U.S. Xpress Enterprises, Inc. (the Company) provides
 transportation services through two business segments, U.S. Xpress, Inc. (U.S. Xpress) and Xpress
 Global Systems, Inc. (Xpress Global Systems, Inc.). U.S. Xpress is a truckload carrier serving the
 continental United States and parts of Canada and Mexico. Xpress Global Systems provides transportation,
 warehousing and distribution services to the floorcovering industry and also provides airport-to-airport
 transportation services to the airfreight and airfreight forwarding industries.

The following discussion and analysis of the Company's
 financial condition and results of operations should be read in conjunction with the consolidated financial
 statements and accompanying notes that are included in this annual report.

Forward-Looking Statements

This Annual Report contains certain statements that
 may be considered forward-looking statements within the meaning of Section 27A of the Securities Act
 of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended. Such statements
 may be identified by their use of terms or phrases such as expects, estimates, projects, believes,
 anticipates, intends, and similar terms and phrases, and may include, but not be limited to projections
 of revenues, income or loss, capital expenditures, acquisitions, plans for growth and future operations,
 financing needs or plans or intentions relating to acquisitions by the Company, as well as assumptions
 relating to the foregoing. Forward-looking statements are inherently subject to risks and uncertainties,
 some of which cannot be predicted or quantified, which could cause future events and actual results
 to differ materially from those set forth in, contemplated by or underlying the forward-looking statements.
 The following factors among others, could cause actual results to differ materially from those in forward
 looking statements: excess tractor or trailer capacity in the trucking industry; decrease in demand
 for the Companys services; inventory levels; recessionary economic cycles and downturns in customers
 business cycles; increases or rapid fluctuations in fuel prices, interest rates, fuel taxes, tolls and
 license and registration fees; increases in the prices paid for new revenue equipment; resale value
 of used revenue equipment; the ability to obtain long-term debt financing and the continued availability
 of financing in the amounts and on the terms necessary to support the Companys future business; difficulty
 in attracting and retaining qualified drivers and owner-operators; increased experience in the severity
 and frequency of claims relating to liability, cargo loss, physical damage, workers compensation and
 health insurance related claims; increased premiums and deductibles; seasonal factors such as weather
 conditions; regulatory requirements including the new hours of service rules. The Company disclaims
 any obligation to update or revise any forward-looking statements to reflect actual results or changes
 in the factors affecting the forward-looking information.

Overview The Companys truckload segment
 comprises the majority of its operations, representing 85.2% of consolidated revenues in fiscal 2003.
 Revenues are primarily earned by transporting freight for customers. Additionally, revenues are derived
 from fuel surcharges to customers and accessorial charges such as loading and unloading
 fees and equipment detention fees. The main factors that impact revenue include the revenue per mile
 earned from customers, number of miles driven and the percentage of miles driven for which the Company
 is compensated. The aforementioned factors relate primarily to the general level of economic activity
 in the United States, inventory levels, customer demand and the level of truck capacity.

U.S. Xpress offers its customer base expertise within
 the specialized needs of medium to long-haul solo, team expedited and regional and dedicated contract
 carriage. In recent years U.S. Xpress has diversified its truckload services by focusing on growth in
 regional and dedicated contract services while reducing its dependency on long-haul solo freight. The
 approximate percentage of truckload revenue by service type in 2003 is medium to long-haul solo 61.0%,
 team expedited 18.0%, regional 11.0%, and dedicated contract 10.0%.

Xpress Global Systems offers its customer base expertise
 within the specialized needs of floorcovering logistic services and airport-to-airport transportation.
 The approximate percentage of Xpress Global Systems revenue by service type in 2003 was floorcovering
 logistic 64.0% and airport-to-airport 36.0%.

Prior to the second half of 2003, the economic environment
 was sluggish which resulted in lower freight demand and excess capacity within the truckload industry.
 Accordingly, the truckload industry generally experienced declines in asset utilization, limited ability
 to improve rates and lower operating margins. However, in the second half of 2003, the U.S. economy
 and freight tonnage

14

---

experienced stronger growth. This along with the reduction
 in capacity enabled the industry to increase pricing during 2003. During 2003, U.S. Xpress achieved
 a 3.3% increase in the average rate per mile.

The trucking industry and the Company continued to
 experience an increase in operating costs during 2003 including insurance premiums and claims, fuel
 prices and the cost of truck ownership including lower residual values for used trucks combined with
 the new EPA compliant truck engines. The industry also continues to experience an increasingly difficult
 driver and owner-operator environment. As a result, the Company experienced an overall decline in its
 seated truck count compared to expectations during 2003. The Company anticipates the driver and owner-operator
 supply to remain tight within the industry during 2004. In order to address this issue, the Company
 has initiated various programs to enhance its recruiting and retention efforts and has implemented a
 driver and owner-operator pay increase of approximately $0.03 per mile, which was fully implemented
 by February 15, 2004.

Effective January 4, 2004, the new federally mandated
 hours of service rules adopted by the DOT became effective for all drivers. During the fourth quarter
 of 2003, the Company implemented training for all drivers and operational personnel to ensure a smooth
 transition and continue to work very closely with customers to mitigate the impact. Effective January
 2004, accessorial charges to customers were increased with a corresponding increase in accessorial pay
 rates for drivers to compensate for the anticipated adverse impact on utilization. Although it is too
 early to determine the full impact of the new rules, the Company has experienced minimal disruption
 to date in its operations. The Company believes that the effect of the new hours of service may adversely
 impact overall utilization to a degree. However, it has anticipated that the above described increases
 in assessorial charges and actions taken by customers to improve efficiency will largely mitigate the
 effect on the Companys financial results.

15

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Consolidated Results of Operations

The following table sets forth the percentage relationships
 of expense items to total revenue, excluding fuel surcharge, for each of the fiscal years indicated
 below. Fuel surcharge revenue is offset against fuel and fuel taxes. Management believes that eliminating
 the impact of this source of revenue provides a more consistent basis for comparing results of operations
 from period to period.

|                                                                    | Year Ended December 31,
|------------------------------------------------------------------- | -----------------------
|
|Operating Revenue                                                   |                        
|                                                                    |                        
|Operating Expenses:                                                 |                        
|Salaries, wages and benefits                                        |                        
|Fuel and fuel taxes                                                 |                        
|Vehicle rents                                                       |                        
|Depreciation and amortization                                       |                        
|Purchased transportation                                            |                        
|Operating expense and supplies                                      |                        
|Insurance premiums and claims                                       |                        
|Operating taxes and licenses                                        |                        
|Communications and utilities                                        |                        
|General and other operating expenses                                |                        
|Early extinguishment of debt                                        |                        
|                                                                    |                        
|Total operating expenses                                            |                        
|                                                                    |                        
|Income from Operations                                              |                        
|Interest Expense, net                                               |                        
|                                                                    |                        
|Income (Loss)


Income (Loss) Before Income Tax Provision (Benefit) |                        
|Income Tax Provision (Benefit)                                      |                        
|                                                                    |                        
|Net Income (Loss)                                                   |                        
|                                                                    |                        

16

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# Comparison of the Year Ended December 31, 2003 to the Year Ended December 31, 2002

Operating revenues net of fuel surcharges, increased
 5.9% to $896.5 million in 2003 compared to $846.8 million in 2002. U.S. Xpress revenue, net of fuel
 surcharges, increased 4.1% to $793.9 million in 2003 compared to $762.3 million in 2002, due primarily
 to an increase of 3.3% in average revenue per mile to $1.298 from $1.257. The increase in average revenue
 per mile is due to increased rates in over-the-road and team expedited operations and improved freight
 selection. The effect of the increase in average revenue per mile was offset by a slight decrease in
 average revenue miles per tractor per period. Xpress Global Systems revenue increased 20.0% to $137.8
 million in 2003 compared to $114.8 million in 2002. Within Xpress Global Systems, floorcovering revenue
 increased 19.0% to $87.6 million, due to new and additional business with large floorcovering retailers
 and manufacturers combined with increased rates and an increase in airport-to-airport revenue of 22.0%
 to $50.2 million, due to continued penetration in the marketplace. Xpress Global Systems initiated its
 airport-to-airport transportation services in February 2001.

Salaries, wages and benefits remained relatively
 consistent as a percentage of revenue, at 36.3% in 2003 compared to 36.7% in 2002. Salaries, wages and
 benefits increased 5.0% to $325.8 million in 2003 compared to $310.4 million in 2002. The increase is
 primarily due to an increase in workers compensation claims combined with a growth in headcount to
 support the expansion of facilities and additional volume of business at Xpress Global Systems.

Fuel and fuel taxes net of fuel surcharges,
 as a percentage of revenue, was 11.4% in 2003 compared to 12.2% in 2002. The decrease is due primarily
 to improvements in the level of fuel surcharges billed to customers in 2003. Fuel surcharge revenue
 was $34.0 million in 2003 compared to $15.6 million in 2002.  The average fuel price per gallon
 increased approximately 12.0% in 2003 compared to 2002.

Vehicle rents as a percentage of revenue, was
 8.4% in 2003 compared to 8.1% in 2002. The increase is primarily due to an increase of 12.7% in the
 average number of tractors financed under operating leases to 4,009 in 2003 compared to 3,558 in 2002.
 The Company also experienced a slight increase in the average number of trailers leased in 2003 to 7,221
 compared to 7,181 in 2002.

Depreciation and amortization as a percentage
 of revenue, was 4.2% in 2003 compared to 4.4% in 2002. The decrease is primarily due to the increase
 in the ratio of leased to owned revenue equipment in 2003 compared to 2002. The decrease was offset
 by an increase in trailer depreciation, which can be attributed to an increase in the average number
 of owned trailers to 6,197 in 2003 compared to 5,661 in 2002.

Purchased transportation as a percentage of
 revenue, was 17.5% in 2003 compared to 17.0% in 2002. The increase is due to the increased use of rail
 transportation for certain long-haul truckload freight in 2003. The average number of owner-operators
 remained relatively consistent in 2003 and 2002 at 951 and 962, respectively.

Insurance premiums and claims as a percentage
 of revenue, was 5.4% in 2003 compared to 4.8% in 2002. The increase is due to an increase in insurance
 rates combined with an increase in liability claims. The Company is self-insured up to certain limits
 for cargo loss, physical damage and liability (personal injury and property damage). The current retention
 level per occurrence for cargo loss is $250,000 ($200,000 in 2002) and the retention level for liability
 is $2.0 million per occurrence ($500,000 in 2002 with the risk for the $1.0 million to $3.0 million
 level of cost per occurrence). The Company maintains insurance with licensed insurance companies above
 amounts for which it is self-insured for cargo and liability. The Company accrues for the uninsured
 portion of pending claims, plus any incurred but not reported claims. The accruals are estimated based
 on the Companys evaluation of the type and severity of individual claims and future development based
 on historical trends. Insurance premiums and claims expense will fluctuate based on claims experience,
 premium rates and self-insurance retention levels.

Operating taxes and licenses remained relatively
 consistent as a percentage of revenue at 1.6% in 2003 compared to 1.5% in 2002. Operating taxes and
 licenses increased 10.1% to $14.2 million in 2003 compared to $12.9 million in 2002. The increase is
 principally the result of an increase in vehicle registration and license expense. Vehicle registration
 and license expense fluctuates based on the trade activity of revenue equipment and the size of the
 owner-operator and Company tractor fleet. The average number of tractors in the Companys fleet (including
 owner-operators) was 5,433 and 5,331, respectively in 2003 and 2002.

17

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General and other operating expenses as a percentage
 of revenue, was 4.1% in 2003 compared to 4.7% in 2002. The decrease is due to the settlement of a litigation
 matter for $1.7 million in the fourth quarter of 2002 combined with a lower percentage growth in general
 and administrative expenses as compared to the percentage increase in revenues. See Footnote 9, Commitments
 and Contingencies, of the Companys 2003 Consolidated Financial Statements for further details regarding
 the settlement of the litigation matter.

Interest expense decreased $3.5 million, or
 26.1%, to $9.9 million, compared to $13.4 million in 2002. The decrease is primarily attributable to
 a decline in average borrowings, combined with a decrease in the weighted average interest rate to 5.4%
 in 2003 compared to 6.3% in 2002. See Footnote 5, Long-Term Debt, of the Companys 2003 Consolidated
 Financial Statements for further details.

The effective tax rate was 47.4% for the 2003
 fiscal year. The rate is higher than the statutory rate of 36.5%, primarily as a result of per diems
 paid to drivers which are not fully deductible for federal income tax purposes. The Company initiated
 the per diem driver pay plan in February 2002. See Footnote 4, Income Taxes, of the Companys 2003
 Consolidated Financial Statements for further details.

# Comparison of the Year Ended December 31, 2002 to the Year Ended December 31, 2001

Operating revenues net of fuel surcharges, increased
 9.7% to $846.8 million in 2002 compared to $772.1 million in 2001. U.S. Xpress revenue, net of fuel
 surcharges, increased 7.2% to $762.3 million in 2002 compared to $711.0 million in 2001, due primarily
 to an increase of 4.0% in revenue miles and a 2.4% increase in average revenue per mile to $1.257 from
 $1.227. Revenue miles increased due to an increase in the average number of tractors to 5,331 in 2002
 from 5,144 in 2001. Xpress Global Systems revenue increased 38.1% to $114.8 million in 2002 compared
 to $83.1 million in 2001. Within Xpress Global Systems, floorcovering revenue increased 30.0% to $73.6
 million, due to additional business by a large floorcovering retailer and an increase in airport-to-airport
 revenue of 55.5% to $41.2 million, due to continued penetration in the marketplace. Xpress Global Systems
 initiated its airport-to-airport transportation services in February 2001.

Salaries, wages and benefits, as a percentage
 of revenue was 36.7% in 2002 compared to 39.5% in 2002. The decrease was primarily due to the increased
 use of owner-operators. Owner-operators represented 18.0% of the total fleet in 2002 compared to 13.8%
 in 2001.

Fuel and fuel taxes net of fuel surcharges,
 as a percentage of revenue, was 12.2% in 2002 compared to 13.1% in 2001. The decrease can be attributed
 to a decline in the average fuel price per gallon of approximately 4.0% in 2002 and an increase
 in the average number of owner-operators who pay for their fuel purchases. Owner-operators represented
 18.0% of the total fleet in 2002 compared to 13.8% in 2001.

Vehicle rents as a percentage of revenue, was
 8.1% in 2002 compared to 8.8% in 2001. The decline is primarily due to lower per unit lease costs related
 to lower interest rates and lower lease payments due to the Company having extended the trade cycle
 of its tractor fleet.

Depreciation and amortization expense as a percentage
 of revenue, was 4.4% in 2002 compared to 4.6% in 2001. The decrease was primarily due to the elimination
 of goodwill amortization of approximately $1.8 million (See Footnote 2, Goodwill, of the Companys
 2003 Consolidated Financial Statements) and the decrease of approximately $1.5 million of deferred loan
 costs.

Purchased transportation as a percentage of
 revenue, was 17.0% in 2002 compared to 13.5% in 2001. The increase is primarily due to an increase in
 the average number of owner-operators in 2002 to 962, or 18.0% of the total fleet, compared to 710,
 or 13.8% of the total fleet in 2001.

Operating expenses and supplies as a percentage
 of revenue, was 7.1% in 2002 compared to 6.8% in 2001. The increase is due in part to an increase in
 maintenance expenses due to the Company having extended the trade cycle of its revenue equipment combined
 with an increase in tolls due to increased mileage on toll roads.

18

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Insurance premiums and claims as a percentage
 of revenue, was 4.8% in 2002 compared to 4.2% in 2001. The increase is due to higher premiums for excess
 and reinsurance coverage related to liability claims. Prior to September 1, 2001, the Companys retention
 level was $3,000 per claim. After that date, the first retention level increased to $250,000 per claim
 and the Company also assumed the risk for the $1.0 million to $3.0 million layer of claims costs per
 occurrence. In addition, the Companys cost for primary coverage plus the estimated cost of claims in
 2002 exceeded the cost of premiums for primary coverage in 2001. Beginning September 1, 2002, the Companys
 retention level for liability claims increased to $500,000.

Operating taxes and licenses as a percentage
 of revenue, was 1.5% in 2002 compared to 1.8% in 2001. The decrease was primarily due to a decline of
 approximately $1.1 million in trailer registration expense combined with a 38.1% increase in Xpress
 Global Systems revenue, which requires minimal Company tractors and trailers because Xpress Global
 Systems relies mainly on purchased transportation for movement of its freight.

General and other operating expenses as a percentage
 of revenue, was 4.7% in 2002 compared to 4.5% in 2001. The increase is due to a litigation charge of
 $1.7 million, as a result of the settlement of a litigation matter. See Footnote 9, Commitments and
 Contingencies, of the Companys 2003 Consolidated Financial Statements for further details.

Early extinguishment of debt was incurred in
 connection with the repayment of the former revolving credit agreement. The Company incurred a charge
 of $1.8 million related to fees and additional costs incurred with the early extinguishment of debt.

Interest expense decreased $1.5 million, or
 10.1%, to $13.4 million, compared to $14.9 million in 2001. The decrease is primarily attributable to
 a decline in average borrowings combined with a decrease in the weighted average interest rate to 6.3%
 in 2002 compared to 7.3% in 2001. See Footnote 5, Long-Term Debt, of the Companys 2003 Consolidated
 Financial Statements for further details.

The effective tax rate was 70.1% for the 2002
 fiscal year. The rate is significantly higher than the statutory rate of 38.0%, primarily as a result
 of per diems paid to drivers, offset to a degree by certain federal and state tax credits. See Footnote
 4, Income Taxes, of the Companys 2003 Consolidated Financial Statements for further details.

# Liquidity and Capital Resources

|                                          | Year Ended December 31,
|----------------------------------------- | -----------------------
|
|Net cash provided by operating activities |                        
|Net cash used in investing activities     |                        
|Net cash used in financing activities     |                        

Cash FlowsCash generated from operations
 increased $15.5 million during 2003 as compared to 2002. The increase was driven primarily by an increase
 in earnings of $6.5 million, combined with improvements in collection of accounts receivables in the
 truckload segment.

Cash used in investing activities decreased $5.9 million
 during 2003 as compared to 2002. The Company invested $22.9 million, net of sales proceeds, in capital
 expenditures during 2003 compared to $27.9 million during 2002. The decrease is due to the Company selling
 significantly more revenue equipment generating cash proceeds, while a greater portion of the replacement
 of revenue equipment was funded through the use of operating leases. Cash used in investing activities
 increased $19.4 million in 2002 compared to 2001, primarily due to a decrease in the purchase of new
 equipment and a corresponding decrease in sales of used revenue equipment as the Company extended the
 trade cycle of its tractor fleet. The Company expects cash capital expenditures, primarily for revenue equipment
 (net of sales proceeds and trade-ins), to be approximately $35.0 to $40.0 million in 2004, primarily
 for the replacement of tractors and expected additions to the trailer fleet.

19

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Cash used in financing activities increased $13.3 million
 during 2003 compared to 2002. The increase is due primarily to an increase in net repayments of long-term
 debt of $31.4 million in 2003 compared to $27.4 million in 2002. The repayments of long-term debt during
 2003 were funded from cash flows from operations. Current maturities of long-term debt at December 31,
 2003, of $25.0 million include $4.5 million in balloon payments related to maturing revenue equipment
 installment notes. The balloon payments are generally expected to be funded with proceeds from the sale
 of the related revenue equipment, which is generally covered by repurchase and/or trade agreements in
 principle between the Company and the equipment manufacturer. Cash used in financing activities decreased
 $4.6 million during 2002 compared to 2001. In December 2001, the Company entered into approximately
 $107.0 million in equipment installment notes, the proceeds of which were used primarily to reduce borrowings
 under the revolving line of credit.

Revolving Credit Agreement On March
 29, 2002, the Company entered into a $100.0 million senior secured revolving credit facility. Proceeds
 from this new facility were used to repay the then existing revolving credit facility. The revolving
 credit facility provides for borrowings up to $100.0 million, with availability at any given time based
 on specified percentages of eligible receivables and revenue equipment, less reserves, under the facilitys
 Borrowing Base formula. Letters of credit under the facility are limited to $37.0 million. The facility
 matures in March 2007.

The facility allows the Company to select interest
 rates for all or any portion of the outstanding balance, based on a Base Rate (based on the domestic
 prime rate) plus an Applicable Margin or LIBOR plus an Applicable Margin. The Applicable Margin ranges
 from 0.75% to 1.50% for Base Rate Loans and from 2.25% to 3.00% for LIBOR Loans, based in each case
 on the aggregate availability as defined. At December 31, 2003, the Applicable Margin was 0.75% for
 Base Rate Loans and 2.25% for LIBOR Loans. The facility also prescribes additional fees for Letter of
 Credit transactions and a monthly commitment fee based on the difference between the total commitment
 and the total borrowing capacity utilized by the Company from time to time.

The facility requires, among other things, maintenance
 by the Company of prescribed minimum amounts of Consolidated Tangible Net Worth, Fixed Charge Coverage
 Ratios and Leverage Ratios. It also: 1) limits the Companys future capital expenditures; 2) prohibits
 all acquisitions by the Company of its own capital stock or the payment of dividends on such stock;
 and 3) effectively prohibits future asset acquisitions or dispositions (except in the ordinary course
 of business) or other business combination transactions by the Company without the Lenders consent.
 The Company was in compliance with these covenants as of December 31, 2003 and 2002.

At December 31, 2003, the Company had $36.2 million
 in letters of credit and no borrowings outstanding under the facility, with $53.7 million available
 to borrow. The facility is secured by substantially all assets of the Company, other than real estate
 and assets securing other debt.

Off Balance Sheet ArrangementsThe Company leases certain revenue and service equipment
 and office and terminal facilities under long-term non-cancelable operating leases. In making the decision
 to finance revenue equipment or facilities through long-term debt or by entering into non-cancelable
 lease agreements, the Company considers interest rates, capital requirements and the tax advantages
 of leasing versus owning the equipment or facilities. At December 31, 2003, the Company leased approximately
 3,740 tractors, 7,880 trailers and 50 office and terminal facilities under non-cancelable operating
 leases with termination dates ranging from January 2004 to November 2010. Lease payments on revenue
 equipment and office and terminal facilities are included in vehicle rents and general and other operating
 expenses, respectively, in the consolidated statement of operations. Rental expense related to revenue
 equipment and facilities was $81.5 million in 2003 compared to $74.9 million in 2002. The remaining
 obligation as of December 31, 2003 was $196.1 million, with $69.7 million due in the next twelve months.

Certain equipment leases provide for guarantees by
 the Company of a portion of the residual amount under certain circumstances at the end of the lease
 term. The maximum potential amount of future payments (undiscounted) under these guarantees is approximately
 $103.5 million at December 31, 2003. The residual value of a substantial portion of the leased revenue
 equipment is covered by repurchase or trade agreements in principle between the Company and the equipment
 manufacturer.

20

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Cash RequirementsDuring fiscal year
 2003, the Company continued to strengthen its financial position. The Company reduced outstanding debt
 by $21.3 million to $146.6 million in 2003 compared to $167.9 million in 2002. At December 31, 2003,
 total capitalization was $313.8, consisting of long-term debt of $146.6 million and equity of $167.2
 million, resulting in a debt to total capitalization ratio of 46.7% compared to 51.5% in 2002. In addition,
 the Company has $53.7 million available to borrow under its revolving credit facility. Management believes
 that funds provided by operations, borrowings under its line of credit, equipment installment loans
 and long-term operating lease financing will be sufficient to fund its cash needs and anticipated capital
 expenditures through 2004. The Company's business will continue to require over the long-term, significant
 capital investments in revenue equipment, which may require the Company to seek additional borrowings
 or equity capital. The availability of additional capital will depend upon prevailing market conditions,
 the market price of the Companys common stock of which we have limited control, as well as our financial
 condition and results of operations. Based on recent operating results, anticipated future cash flows
 and sources of financing expected to be available, the Company does not expect any significant liquidity
 constraints in the foreseeable future.

The following table represents the Companys outstanding
 contractual obligations at December 31, 2003, excluding letters of credit of $36.2 million. The letters
 of credit are maintained primarily to support the Companys insurance program and are renewed on an
 annual basis.

|                                         | Payments Due By Period(Dollars in Thousands)
|---------------------------------------- | --------------------------------------------
|
|Long-Term Debt, Including Interest (1)   |                                             
|Capital Lease, Including Interest (1)    |                                             
|Operating Leases - Revenue Equipment (2) |                                             
|Operating Leases - Other (3)             |                                             
|Purchase Obligations (4)                 |                                             
|                                         |                                             
|Total Contractual Cash Obligations       |                                             

| | (1) | Represents principal and interest payments owed on revenue equipment installment notes, mortgage notes payable and capital lease obligations at December 31, 2003. The Company had no amounts outstanding under its revolving line of credit facility as of December 31, 2003 other than letters of credit of $36.2 million. Approximately 20.0% of the Companys debt is financed with variable interest rates. In determining future contractual interest obligations for variable rate debt, the interest rate in place at December 31, 2003 was utilized. The Companys variable rate debt primarily bears interest at LIBOR plus spreads ranging from 2.5% to 3.6%. The table assumes long-term debt is held to maturity.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (2) | Represents future obligations under operating leases for over-the-road tractors, day-cabs, and trailers. The amounts included are consistent with disclosures required under SFAS No. 13, Accounting for Leases and correspond to Footnote 7 in the Companys 2003 Consolidated Financial Statements. Substantially all lease agreements for revenue equipment have fixed payment terms based on the passage of time. The tractor lease agreements generally stipulate maximum miles and provide for mileage penalties for excess miles. Lease terms for tractors and trailers range from 36 to 54 months and 60 to 84 months, respectively. Refer to Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations - Off-Balance Sheet Arrangements for further information.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (3) | Represents future obligations under operating leases for buildings, forklifts, automobiles, computer equipment and airplanes. The amounts included are consistent with disclosures required under SFAS No. 13, Accounting for Leases and correspond to Footnote 7 in the Companys 2003 Consolidated Financial Statements. Substantially all lease agreements, with the exception of building leases, have fixed payment terms based on the passage of time. Lease terms range from 1 to 13 years.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (4) | Represents purchase obligations for revenue equipment (tractors and trailers), computer hardware and software and certain communication services. Refer to Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations - Off-Balance Sheet Arrangements for further information.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

21

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# Critical Accounting Policies and Estimates

In the ordinary course of business, the Company has
 made a number of estimates and assumptions relating to the reporting of results of operations and financial
 position in the preparation of its financial statements in conformity with generally accepted accounting
 principles. Actual results could differ significantly from those estimates under different assumptions
 and conditions. The Company believes that the following discussion addresses the Companys most critical
 accounting policies, which are those that are most important to the portrayal of the Companys financial
 condition and results of operations and require managements most difficult, subjective and complex
 judgments, often as a result of the need to make estimates about the effect of matters that are inherently
 uncertain.

Recognition of Revenue The Company
 generally recognizes revenue and direct costs when shipments are completed. Certain revenue of Xpress
 Global Systems, representing less than 10% of consolidated revenues, is recognized upon manifest. Manifest
 refers to the time when the trailer of the independent carrier is loaded, sealed and ready to leave
 the dock. Estimated expenses are recorded simultaneous to the recognition of revenue.

Income Taxes Significant management
 judgment is required in determining the Companys provision for income taxes and in determining whether
 deferred tax assets will be realized in full or in part. Deferred tax assets and liabilities are measured
 using enacted tax rates that are expected to apply to taxable income in years in which the temporary
 differences are expected to be recovered or settled. When it is more likely than not that all or some
 portion of specific deferred tax assets, such as state tax credit carry-forwards or state net operating
 loss carry-forwards will not be realized, a valuation allowance must be established for the amount of
 the deferred tax assets that are determined not realizable. A valuation allowance for deferred tax assets
 has not been deemed necessary due to the Companys profitable operations on both a consolidated and
 separate legal entity basis. However, if the facts or financial results were to change, thereby impacting
 the likelihood of the realization of the deferred tax assets, judgment would be applied to determine
 the amount of the valuation allowance required at that time for that period.

DepreciationProperty and equipment
 are carried at cost. Depreciation of property and equipment is computed using the straight-line method
 over the estimated useful lives of the related assets (net of estimated salvage value or trade-in value).
 The residual value of a substantial portion of the Companys equipment is covered by repurchase or trade
 agreements in principle between the Company and the manufacturer. Periodically, the Company evaluates
 the useful lives and salvage values of its property and equipment based upon, but not limited to, its
 experience with similar assets, including gains or losses upon dispositions of such assets. If the Companys
 equipment manufacturer was unable to perform under the terms of the repurchase and/or trade agreements,
 it could have a materially negative impact on financial results.

GoodwillThe excess of the consideration
 paid by the Company over the estimated fair value of identifiable net assets acquired has been recorded
 as goodwill and prior to 2002, had been amortized on the straight-line basis over periods ranging from
 20 to 40 years. The Company previously evaluated whether subsequent events and circumstances occurred
 that indicated the remaining estimated useful life of goodwill might warrant revision or that the remaining
 balance may not have been recoverable. When factors indicated that goodwill should be evaluated for
 possible impairment, the Company used an estimate of the future undiscounted net cash flows of the related
 businesses over the remaining life of the goodwill in measuring whether goodwill is recoverable.

In June 2001, the Financial Accounting Standards Board
 (FASB) issued Statement of Financial Accounting Standards (SFAS) No. 142, Goodwill and Other Intangible
 Assets. SFAS No. 142 requires that goodwill not be amortized, and that amounts recorded as goodwill
 are to be tested for impairment. The Company adopted SFAS No. 142 effective January 1, 2002. The Company
 tested goodwill for impairment using the two-step process prescribed in SFAS No. 142. The first step
 is a screen for potential impairment, while the second step measures impairment, if any. The Company
 completed the required impairment tests of goodwill and noted no impairment of goodwill in 2003 or 2002.

Claims Reserves and EstimatesClaims
 reserves consist of estimates of cargo loss, physical damage, liability (personal injury and property
 damage), employee medical expenses and workers compensation claims within the Companys established
 retention levels. Claims in excess of retention levels are generally covered by insurance in amounts
 the Company considers adequate. Claims accruals represent the

22

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uninsured portion of pending claims, including
 estimates of adverse development of known claims, plus an estimated liability for incurred but not reported
 claims. Accruals for cargo loss, physical damage, liability and workers compensation claims are estimated
 based on the Companys evaluation of the type and severity of individual claims and historical information,
 primarily its own claims experience, along with assumptions about future events. Changes in assumptions
 as well as changes in actual experience could cause these esitmates to change in the future.

# Factors that May Affect Future Results

The trucking industry is affected by economic risks
 and uncertainties, some of which are beyond its control. These include economic recessions and downturns
 in customers business cycles, increases in fuel prices, the availability of qualified drivers and fluctuations
 in interest rates.

The trucking industry is highly competitive and includes
 numerous regional, inter-regional and national truckload carriers. Some of these carriers have greater
 financial resources, equipment and freight capacity than the Company. Management believes its strategies
 of controlled growth and focused marketing will provide freight at sufficient volumes and prices to
 be profitable.  Changes in economic conditions could reduce both the
 amount of freight available and freight rates, which could have a material adverse effect on the Companys
 results.

Fuel is one of the Companys largest operating expenditures.
 Shortages of fuel or significant increases in fuel prices could have a materially adverse effect on
 the operations and profitability of the Company. For example, the Companys average fuel price per gallon
 increased approximately 12.0% in 2003 compared to 2002. Substantially all of the Companys customer
 contracts contain fuel surcharge provisions to mitigate increases in the cost of fuel (the Company recognized
 $34.0 million of fuel surcharge revenue for the year ended December 31, 2003, compared to $15.6 million
 for the same period in 2002). However, fuel surcharges to customers do not fully recover all fuel increases
 due to engine idle time and out-of-route and empty miles not billable to the customer. At times, fuel
 purchase contracts are used to mitigate the effects of increases in the prices of fuel.

Competition for available qualified drivers in the
 truckload industry is intense and will likely remain so for the foreseeable future. The Company and
 many of its competitors experience high rates of turnover and occasionally have difficulty in attracting
 and retaining qualified drivers in sufficient numbers to operate all available equipment. Management
 believes the Companys current pay structure, benefits, policies and procedures related to drivers are
 effective in attracting and retaining drivers. However, there can be no assurance that it will not be
 affected by a shortage of qualified drivers in the future particularly due to the more restrictive drivers
 hours of service requirement imposed by the DOT on January 4, 2004. The inability to attract and retain
 qualified drivers would have a material adverse effect on the Companys results.

The trucking industry is extremely capital intensive.
 The Company depends on operating leases, lines of credit, secured equipment financing, proceeds from
 the sale of used revenue equipment and cash flows from operations to finance the expansion and maintenance
 of its modern and cost efficient revenue equipment and facilities. At present, the Company is more highly
 leveraged than some of its competitors. If the Company were unable in the future to obtain financing
 at acceptable levels, it could be forced to limit the growth or replacement of its equipment and facilities.
 A significant increase in interest rates could have a material adverse effect on the Companys results.

The Company is self-insured for cargo loss, physical
 damage, liability (personal injury and property damage) and workers compensation claims within the
 Companys established retention levels. The current retention level per occurrence is $250,000 for Cargo
 Loss and Workers Compensation. The retention level for Liability is $2.0 million per occurrence. If
 the number of claims or severity of claims for which the Company is self-insured increases from historical
 levels, operating results could be adversely affected. Also, the Company maintains insurance with licensed
 insurance companies above the amounts for which it is self-insured. After several years of aggressive
 pricing, insurance carriers have raised premiums, which have increased the Companys insurance and claims
 expense. If these expenses continue to increase and the Company is unable to offset the increase with
 higher freight rates, earnings could be materially and adversely affected.

The Company is regulated by the DOT. The DOT has broad
 powers and generally governs activities such as authorization to engage in motor carrier operations,
 safety and other matters. The EPA adopted the new truck engine emissions standards which became effective
 for truck engine manufacturers in October 1, 2002. The new regulations decrease the amount of emissions
 that can be released by truck engines and affect tractors produced after the effective date of the regulations.

23

---

Compliance with the new regulations has resulted in increased new equipment prices of approximately
 $3,000 to $4,000 more per engine. Additionally, the Company has experienced degradations in fuel economy
 ranging between 8.0% to 12.0%. As of December 31, 2003, the Company had approximately 1,300 trucks in
 its fleet subject to the new regulations. During 2004, the Company expects to replace approximately
 500 to 600 trucks that will also be subject to the aforementioned emissions standards. To the extent
 the Company is unable to offset such increases in operating costs associated with the environmentally
 compliant engines with rate increases or cost savings, results of operations could be materially affected.

Effective January 2004, the new hours of service regulations
 became effective which resulted in the following: 1) an increase in daily drive time to 11 hours from
 10 hours, 2) decrease in total on-duty hours from 15 to 14 with no extension of time for breaks, 3)
 increase in cumulative off-duty hours to 10 compared to 8 previously and 4) restart of weekly hour count
 following any consecutive 34-hours off-duty. These changes could reduce the amount of time drivers can
 spend driving if the Company is unable to limit drivers on-duty non-driving activities.

The Company has increased accessorial charges to customers
 including stop-pay, loading and unloading fees and equipment detention fees to mitigate the expected
 impact of these new hours of service regulations. Although it is too early to determine the full impact
 of the new rules, the Company has experienced minimal disruption to date in its operations. The Company
 believes that the effect of the new hours of service may adversely impact overall utilization to a degree.
 However, it has anticipated that the above described increases in accessorial charges and actions taken
 by customers to improve efficiency will largely mitigate the effect on the Companys financial results.

# Inflation

Inflation could have an adverse impact on the Company's
 costs of operations. A period of inflation may cause interest rates, revenue equipment prices, wages
 paid to attract and retain qualified drivers and fuel prices to increase, which would adversely affect
 results of operations unless corresponding increases in freight rates could be achieved. However, inflation
 has not had a material effect on the Companys results of operations or financial condition during the
 past three years.

# Seasonality

In the trucking industry, results of operations generally
 show a seasonal pattern as customers increase shipments prior to and reduce shipments during and after
 the winter holiday season. Additionally, shipments can be adversely impacted by winter weather conditions.
 The Companys operating expenses have historically been higher in the winter months due primarily to
 decreased fuel efficiency, increased maintenance costs of revenue equipment in colder weather and increased
 insurance and claims costs due to adverse winter weather conditions. Revenue can also be affected by
 bad weather and holidays, since revenue is directly related to available working days of shippers.

# Recent Accounting Pronouncements

In January 2003, the FASB issued Interpretation No.
 46, Consolidation of Variable Interest Entities, an Interpretation of Accounting Research Bulletin
 No. 51. The Interpretation requires the consolidation of entities in which an enterprise absorbs
 a majority of the entitys expected losses, receives a majority of the entitys expected residual returns,
 or both, as a result of ownership, contractual or other financial interests in the entity. Currently,
 entities are generally consolidated by an enterprise when it has a controlling interest through ownership
 of a majority voting interest in the entity. In December 2003, the FASB issued a revision of the Interpretation,
 which deferred the effective date to the first reporting period after March 15, 2004. The Interpretation
 permits consolidation at historical carrying amounts as if the Interpretation had always been applied,
 or at fair value, if determining historical amounts is impracticable. The Interpretation may be applied
 prospectively with a cumulative-effect adjustment as of the date on which it is first applied or by
 restating previously issued financial statements for one or more years with a cumulative effective adjustment
 as of the beginning of the first year restated. The adoption of Interpretation No. 46 is not expected
 to have a material effect on the Companys financial statements.

In April 2003, the FASB issued SFAS No. 149, Amendment
 of Statement 133 on Derivative Instruments and Hedging Activities. SFAS No. 149 amends and clarifies
 accounting for derivative instruments, including certain derivative instruments embedded in other contracts,
 and for hedging activities under SFAS No. 133. In particular, SFAS No. 149 clarifies under what circumstances
 a contract with an initial net investment meets the characteristic of a derivative as discussed in SFAS
 No. 133 and it clarifies when a derivative contains a financing component that warrants special reporting
 in the statement of cash flows. SFAS No. 149 is effective for

24

---

contracts entered into or modified after June 30, 2003 and for hedging relationships designated after June 30, 2003 and is to be applied prospectively.
 The adoption of SFAS No. 149 had no impact on the Companys financial statements.

In May 2003, the FASB issued SFAS No. 150, Accounting
 for Certain Financial Instruments with Characteristics of Both Liabilities and Equity, which specifies
 that instruments within its scope are obligations of the issuer and, therefore, the issuer must classify
 them as liabilities. Financial instruments within the scope of the pronouncement include mandatory redeemable
 financial instruments, obligations to repurchase the issuers equity shares by transferring assets and
 certain obligations to issue a variable number of shares. SFAS No. 150 is effective for all financial
 instruments entered into or modified after May 31, 2003. The adoption of SFAS No. 150 had no impact
 on the Companys financial statements.

25

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# ITEM 7A.

# QUANTITIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

# Interest Rate Risk

The Company has interest rate exposure arising from
 the Companys variable rate debt. At December 31, 2003, the Company had $30.2 million of variable rate
 debt. If interest rates on the Companys existing variable rate debt were to increase by 10.0% from
 their December 31, 2003 rates for the next twelve months, there would be no material adverse impact
 on the Companys results of operations related to existing debt obligations.

# Commodity Price Risk

Fuel is one of the Companys largest expenditures.
 The price and availability of diesel fuel fluctuates due to changes in production, seasonality and other
 market factors generally outside the Companys control. Many of the Companys customer contracts contain
 fuel surcharge provisions to mitigate increases in the cost of fuel. Fuel surcharges to customers do
 not fully recover all fuel increases due to engine idle time and out-of-route and empty miles not billable
 to the customer.

26

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# ITEM 8.

# FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Report of Independent Auditors

The Board of Directors and Stockholders U.S. Xpress
 Enterprises, Inc.

We have audited the accompanying consolidated balance
 sheets of U.S. Xpress Enterprises, Inc. and subsidiaries as of December 31, 2003 and 2002, and the related
 consolidated statements of operations, stockholders equity and cash flows for the years then ended.
 These financial statements are the responsibility of the Companys management. Our responsibility is
 to express an opinion on these financial statements based on our audits. The financial statements of
 U.S. Xpress Enterprises, Inc. and subsidiaries for the year ended December 31, 2001 were audited by
 other auditors who have ceased operations and whose report dated January 29, 2002 expressed an unqualified
 opinion.

We conducted our audits in accordance with auditing
 standards generally accepted in the United States. 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 financial position of U.S. Xpress Enterprises, Inc.
 and subsidiaries as of December 31, 2003 and 2002, and the consolidated results of their operations
 and their cash flows for the years then ended, in conformity with accounting principles generally accepted
 in the United States.

As explained in Note 2 to the consolidated financial
 statements, the Company adopted Financial Accounting Standards Board Statement No. 142, Goodwill
 and Other Intangible Assets, in fiscal 2002.

As discussed above, the consolidated financial statements
 of U.S. Xpress Enterprises, Inc. and subsidiaries for the year ended December 31, 2001 were audited
 by other auditors who have ceased operations. As described in Note 2, these consolidated financial statements
 have been revised to include the transitional disclosures required by Statement of Financial Accounting
 Standards No. 142, Goodwill and Other Intangible Assets, which was adopted by the Company as
 of January 1, 2002. Our audit procedures, with respect to these disclosures in Note 2 for 2001, included
 (a) agreeing the previously reported net loss to the previously issued consolidated financial statements
 and the adjustments to reported net loss representing amortization expense (including any related tax
 effects) recognized in the period related to goodwill that is no longer being amortized as a result
 of initially applying Statement 142 to the Companys underlying records obtained from management and
 (b) testing the mathematical accuracy of the reconciliation of pro forma net income to reported net
 loss. In our opinion, such adjustments are appropriate and have been properly applied. However, we were
 not engaged to audit, review, or apply any procedures to the 2001 financial statements of the Company
 other than with respect to such adjustments and, accordingly, we do not express an opinion or any other
 form of assurance on the 2001 consolidated financial statements taken as a whole.

| | /s/ERNST & YOUNG LLP
| | --------------------

Chattanooga, Tennessee February 2, 2004

27

---

This report is a copy of the previously issued report
 of Arthur Andersen LLP which has not been reissued by Arthur Andersen LLP. We are including this
 copy of Andersens Audit Report pursuant to Rule 2-02(e) of Regulation S-X under the Securities
 Exchange Act of 1933



# Report of Independent Public Accountants

To U.S. Xpress Enterprises, Inc.:

We have audited the accompanying consolidated balance
 sheets of U.S. Xpress Enterprises, Inc. (a Nevada corporation) and subsidiaries as of December 31, 2001
 and 2000, and the related consolidated statements of operations, stockholders equity and cash flows
 for each of the three years in the period ended December 31, 2001. These financial statements are the
 responsibility of the Companys management. Our responsibility is to express an opinion on these financial
 statements based on our audits.

We conducted our audits in accordance with auditing
 standards generally accepted in the United States. 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 financial position of U.S. Xpress Enterprises, Inc.
 and subsidiaries as of December 31, 2001 and 2000, and the results of their operations and their cash
 flows for each of the three years in the period ended December 31, 2001 in conformity with accounting
 principles generally accepted in the United States.

/s/ ARTHUR ANDERSEN LLP

Chattanooga, Tennessee January 29, 2002

28

---

# U.S.XPRESS ENTERPRISES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands, except per share amounts)

|                                                    | Year Ended December 31,
|--------------------------------------------------- | -----------------------
|
|Operating Revenue                                   |                        
|                                                    |                        
|Operating Expenses:                                 |                        
|Salaries, wages and benefits                        |                        
|Fuel and fuel taxes                                 |                        
|Vehicle rents                                       |                        
|Depreciation and amortization                       |                        
|Purchased transportation                            |                        
|Operating expenses and supplies                     |                        
|Insurance premiums and claims                       |                        
|Operating taxes and licenses                        |                        
|Communications and utilities                        |                        
|General and other operating expenses                |                        
|Early extinguishment of debt                        |                        
|                                                    |                        
|Total operating expenses                            |                        
|                                                    |                        
|Income from Operations                              |                        
|Interest Expense, net                               |                        
|                                                    |                        
|Income (Loss) Before Income Tax Provision (Benefit) |                        
|Income Tax Provision (Benefit)                      |                        
|                                                    |                        
|Net Income (Loss)                                   |                        
|                                                    |                        
|Earnings (Loss) Per Share - basic                   |                        
|Earnings (Loss) Per Share - diluted                 |                        
|                                                    |                        
|Weighted average shares - basic                     |                        
|Weighted average shares - diluted                   |                        

The accompanying notes are an
 integral part of these consolidated statements.

29

---

# U.S. XPRESS ENTERPRISES, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (In thousands, except share amounts)

|                                                            | December 31,
|----------------------------------------------------------- | ------------
|
|ASSETS                                                      |             
|Current Assets                                              |             
|Cash and cash equivalents                                   |             
|Customer receivables, net of allowance of $2,782 and $3,118 |             
|in 2003 and 2002, respectively                              |             
|Other receivables                                           |             
|Prepaid insurance and licenses                              |             
|Operating and installation supplies                         |             
|Deferred income taxes                                       |             
|Other current assets                                        |             
|                                                            |             
|Total current assets                                        |             
|                                                            |             
|Property and Equipment, at cost                             |             
|Less accumulated depreciation and amortization              |             
|                                                            |             
|Net property and equipment                                  |             
|                                                            |             
|Other Assets                                                |             
|Goodwill, net                                               |             
|Other                                                       |             
|                                                            |             
|Total other assets                                          |             
|                                                            |             
|Total Assets                                                |             
|                                                            |             

|LIABILITIES AND STOCKHOLDERS' EQUITY                                              |  |  |   |         |   |   |         |  
|--------------------------------------------------------------------------------- |  |  | - | ------- | - | - | ------- | -
|Current Liabilities                                                               |  | 
|Accounts payable                                                                  |  |  | $ | 14,608  |   | $ | 16,659  |  
|Book overdraft                                                                    |  |  |   | 3,010   |   |   | 6,437   |  
|Accrued wages and benefits                                                        |  |  |   | 12,814  |   |   | 10,818  |  
|Claims and insurance accruals                                                     |  |  |   | 35,888  |   |   | 25,224  |  
|Other accrued liabilities                                                         |  |  |   | 4,680   |   |   | 3,558   |  
|Current maturities of long-term debt                                              |  |  |   | 24,982  |   |   | 38,956  |  
|                                                                                  |  |  |   |        
|Total current liabilities                                                         |  |  |   | 95,982  |   |   | 101,652 |  
|                                                                                  |  |  |   |        
|Long-Term Debt, net of current maturities                                         |  |  |   | 121,597 |   |   | 128,907 |  
|                                                                                  |  |  |   |        
|Deferred Income Taxes                                                             |  |  |   | 56,100  |   |   | 48,350  |  
|                                                                                  |  |  |   |        
|Other Long-Term Liabilities                                                       |  |  |   | 876     |   |   | 1,198   |  
|                                                                                  |  |  |   |        
|Commitments and Contingencies                                                     |  | 
|Stockholders' Equity                                                              |  | 
|Preferred Stock, $.01 par value, 2,000,000 shares authorized, no shares issued    |  |  |   | -       |   |   | -       |  
|Common Stock Class A, $.01 par value, 30,000,000 shares authorized, 13,556,923    |  | 
|and 13,408,327 shares issued at December 31, 2003 and 2002, respectively          |  |  |   | 135     |   |   | 134     |  
|Common Stock Class B, $.01 par value, 7,500,000 shares authorized, 3,040,262      |  | 
|shares issued and outstanding at December 31, 2003 and 2002                       |  |  |   | 30      |   |   | 30      |  
|Additional paid-in capital                                                        |  |  |   | 107,252 |   |   | 106,334 |  
|Retained earnings                                                                 |  |  |   | 84,411  |   |   | 76,768  |  
|Other comprehensive loss                                                          |  |  |   | -       |   |   | (100    | )
|Treasury Stock, Class A, at cost (2,544,389 shares at December 31, 2003 and 2002) |  |  |   | (24,483 | ) |   | (24,483 | )
|Notes receivable from stockholders                                                |  |  |   | (82     | ) |   | (211    | )
|Unamortized compensation on restricted stock                                      |  |  |   | (24     | ) |   | (40     | )
|                                                                                  |  |  |   |        
|Total stockholders' equity                                                        |  |  |   | 167,239 |   |   | 158,432 |  
|                                                                                  |  |  |   |        
|Total Liabilities and Stockholders' Equity                                        |  |  | $ | 441,794 |   | $ | 438,539 |  
|                                                                                  |  |  |   |        

The accompanying notes are an
 integral part of these consolidated balance sheets.

30

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# U.S. XPRESS ENTERPRISES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands)

|                                                                    | Year Ended December 31,
|------------------------------------------------------------------- | -----------------------
|
|Cash Flows from Operating Activities:                               |                        
|Net income (loss)                                                   |                        
|Adjustments to reconcile net income (loss) to net cash              |                        
|provided by operating activities:                                   |                        
|Loss on early extinguishment of debt                                |                        
|Deferred income tax provision                                       |                        
|Depreciation and amortization                                       |                        
|Amortization of restricted stock                                    |                        
|Loss on sale of equipment                                           |                        
|(Gain) Loss on interest rate swaps, net                             |                        
|Changes in operating assets and liabilities, net of acquisitions:   |                        
|Receivables                                                         |                        
|Prepaid insurance and licenses                                      |                        
|Operating and installation supplies                                 |                        
|Other assets                                                        |                        
|Accounts payable and other accrued liabilities                      |                        
|Accrued wages and benefits                                          |                        
|                                                                    |                        
|Net cash provided by operating activities                           |                        
|                                                                    |                        
|Cash Flows from Investing Activities:                               |                        
|Payments for purchases of property and equipment                    |                        
|Proceeds from sales of property and equipment                       |                        
|Repayment of notes receivable from stockholders                     |                        
|Acquisition of business                                             |                        
|                                                                    |                        
|Net cash used in investing activities                               |                        
|                                                                    |                        
|Cash Flows from Financing Activities:                               |                        
|Payments under lines of credit, net of borrowings                   |                        
|Borrowings under long-term debt                                     |                        
|Payments of long-term debt                                          |                        
|Additions to deferred financing costs                               |                        
|Book overdraft                                                      |                        
|Proceeds from exercise of stock options                             |                        
|Proceeds from issuance of common stock                              |                        
|                                                                    |                        
|Net cash used in financing activities                               |                        
|                                                                    |                        
|Net Change in Cash and Cash Equivalents                             |                        
|Cash and Cash Equivalents, beginning of year                        |                        
|                                                                    |                        
|Cash and Cash Equivalents, end of year                              |                        
|                                                                    |                        
|Supplemental Disclosure of Cash Flow Information:                   |                        
|Cash paid during the year for interest, net of capitalized interest |                        
|Cash paid (refunded) during the year for income taxes, net          |                        
|Conversion of operating leases to equipment installment notes       |                        
|Addition to property and equipment financed through capital         |                        
|lease obligation                                                    |                        

The accompanying notes are an
 integral part of these consolidated statements.

31

---

# U.S. XPRESS ENTERPRISES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (In thousands, except per share amounts)

|                                                |  |  |   |     |  |   |    | 
|----------------------------------------------- |  |  | - | --- |  | - | -- | 
|
|Balance, December 31, 2000                      |  |  | $ | 132 |  | $ | 30 | 
|Net loss                                        |  |  |   | -   |  |   | -  | 
|Issuance of 4,258 shares of Class A Common      |  | 
|Stock for non-employee director compensation    |  |  |   | -   |  |   | -  | 
|Issuance of 70,491 shares of Class A Common     |  | 
|Stock for employee stock purchase plan          |  |  |   | 1   |  |   | -  | 
|Proceeds from exercise of 15,250 options        |  |  |   | -   |  |   | -  | 
|Other comprehensive loss, net of tax            |  |  |   | -   |  |   | -  | 
|Repayment of notes receivable from stockholders |  |  |   | -   |  |   | -  | 
|Amortization of restricted stock                |  |  |   | -   |  |   | -  | 
|                                                |  |  |   |     |  |   |    | 
|Balance, December 31, 2001                      |  |  | $ | 133 |  | $ | 30 | 
|Net income                                      |  |  |   | -   |  |   | -  | 
|Issuance of 2,788 shares of Class A Common      |  | 
|Stock for non-employee director compensation    |  |  |   | -   |  |   | -  | 
|Issuance of 124,323 shares of Class A Common    |  | 
|Stock for employee stock purchase plan          |  |  |   | 1   |  |   | -  | 
|Proceeds from exercise of 10,750 options        |  |  |   | -   |  |   | -  | 
|Other comprehensive income, net of tax          |  |  |   | -   |  |   | -  | 
|Repurchase of 30,000 shares of restricted stock |  |  |   | -   |  |   | -  | 
|Amortization of restricted stock                |  |  |   | -   |  |   | -  | 
|                                                |  |  |   |     |  |   |    | 
|Balance, December 31, 2002                      |  |  | $ | 134 |  | $ | 30 | 
|Net income                                      |  |  |   | -   |  |   | -  | 
|Issuance of 2,184 shares of Class A Common      |  | 
|Stock for non-employee director compensation    |  |  |   | -   |  |   | -  | 
|Proceeds from exercise of 146,412 options       |  |  |   | 1   |  |   | -  | 
|Other comprehensive income, net of tax          |  |  |   | -   |  |   | -  | 
|Repayment of notes receivable from stockholders |  |  |   | -   |  |   | -  | 
|Amortization of restricted stock                |  |  |   | -   |  |   | -  | 
|                                                |  |  |   |     |  |   |    | 
|Balance, December 31, 2003                      |  |  | $ | 135 |  | $ | 30 | 
|                                                |  |  |   |     |  |   |    | 

The accompanying notes are an
 integral part of these consolidated statements.

32

---

# U.S. XPRESS ENTERPRISES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except share and per share amounts)

# 1.     Organization and Operations

U.S. Xpress Enterprises, Inc. (the Company) provides
 transportation services through two business segments. U.S. Xpress, Inc. (U.S. Xpress) is a truckload
 carrier serving the continental United States and parts of Canada and Mexico. Xpress Global Systems,
 Inc. (Xpress Global Systems), formerly known as CSI/Crown, Inc., provides transportation services
 primarily to the floorcovering industry and deferred airfreight logistics services from airport to airport.

# 2.     Summary of Significant Accounting Policies

Principles of Consolidation The consolidated
 financial statements include the accounts of the Company and its subsidiaries. All significant intercompany
 transactions and accounts have been eliminated.

Use of Estimates in the Preparation of Financial
 Statements The preparation of financial statements in conformity with generally accepted
 accounting principles requires management to make estimates and assumptions that affect the reported
 amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of
 the financial statements and the reported amounts of revenues and expenses during the reporting period.
 Actual results could differ from those estimates.

Cash and Cash EquivalentsCash and
 cash equivalents include all highly liquid investment instruments with an original maturity of three
 months or less.

Recognition of Revenue The Company
 generally recognizes revenue and direct costs when shipments are completed. Certain revenue of Xpress
 Global Systems, representing less than 10% of consolidated revenues, is recognized upon manifest. Manifest
 refers to the time when the trailer of the independent carrier is loaded, sealed and ready to leave
 the dock. Estimated expenses are recorded simultaneous to the recognition of revenue.

Concentration of Credit Risk Concentrations
 of credit risk with respect to customer receivables are limited due to the large number of entities
 comprising the Companys customer base and their dispersion across many different industries. The Company
 performs ongoing credit evaluations and generally does not require collateral.

Operating and Installation Supplies Operating
 supplies consist primarily of tires, parts, materials and supplies for servicing the Companys revenue
 and service equipment. Installation supplies consist of various accessories used in the installation
 of floor coverings and are held for sale at various Xpress Global Systems distribution centers. Operating
 and installation supplies are recorded at the lower of cost (on a first-in, first-out basis) or market.
 Tires and tubes purchased as part of revenue and service equipment are capitalized as part of the cost
 of the equipment. Replacement tires and tubes are charged to expense when placed in service.

Property and Equipment Property and
 equipment are carried at cost. Depreciation of property and equipment is computed using the straight-line
 method for financial reporting purposes and accelerated methods for tax purposes over the estimated
 useful lives of the related assets (net of salvage value). The cost and lives at December 31, 2003 and
 2002 are as follows:

|                              |  | Cost
|----------------------------- |  | ----
|
|Land and buildings            |  |     
|Revenue and service equipment |  |     
|Furniture and equipment       |  |     
|Leasehold improvements        |  |     
|Computer software             |  |     
|                              |  |     
|                              |  |     

33

---

The Company recognized $32,533, $32,615 and $28,445
 in depreciation expense in 2003, 2002 and 2001, respectively. Losses on the sale of equipment of $574,
 $893 and $226 for 2003, 2002 and 2001, respectively, are included in depreciation and amortization expense
 in the consolidated statements of operations.

Upon the retirement of property and equipment, the
 related asset cost and accumulated depreciation are removed from the accounts and any gain or loss is
 reflected in the Companys statements of operations with the exception of gains on trade-ins, which
 are included in the basis of the new asset. Expenditures for normal maintenance and repairs are expensed.
 Renewals or betterments that affect the nature of an asset or increase its useful life are capitalized.

Goodwill Goodwill is recorded at
 cost based on the excess of the purchase price over the fair value of assets acquired. Prior to the
 adoption of Statement of Financial Accounting Standards (SFAS) No. 142, Goodwill and Other Intangible
 Assets, on January 1, 2002, the Company amortized goodwill based on estimated useful lives ranging
 from 20 to 40 years using the straight-line method.

Under the provisions of SFAS No. 142, goodwill is no
 longer amortized but is subject to annual impairment tests in accordance with the Statement. Other intangible
 assets will continue to be amortized over their useful lives. The Company has completed the annual impairment
 test for fiscal 2003 and 2002, as required by the Statement and determined goodwill is not impaired.
 Any subsequent impairment losses will be reflected as a component of income from operations in the consolidated
 statements of operations. Had the Company been accounting for its goodwill under SFAS No. 142 for all
 periods presented, the Companys net income (loss) and earnings (loss) per share would have been as
 follows:

|                                                 | Year Ended December 31,
|------------------------------------------------ | -----------------------
|
|Net Income (Loss), as reported                   |                        
|Add goodwill amortization, net of tax            |                        
|                                                 |                        
|Pro forma Net Income                             |                        
|                                                 |                        
|Earnings (Loss) Per Share, as reported - basic   |                        
|Add goodwill amortization, net of tax            |                        
|                                                 |                        
|Earnings Per Share, pro forma - basic            |                        
|                                                 |                        
|Earnings (Loss) Per Share, as reported - diluted |                        
|Add goodwill amortization, net of tax            |                        
|                                                 |                        
|Earnings Per Share, pro forma - diluted          |                        
|                                                 |                        

Deferred Financing CostsDeferred
 financing costs are included in other assets in the accompanying consolidated balance sheets and include
 fees and costs incurred to obtain long-term financing and are being amortized over the terms of the
 respective obligation. Amortization expense was $374, $480 and $1,931 in 2003, 2002 and 2001, respectively.
 Accumulated amortization was $641 and $266 as of December 31, 2003 and 2002, respectively.

Computer Software The Company accounts
 for computer software in accordance with the AICPAs Statement of Position (SOP) 98-1, Accounting
 for the Costs of Computer Software Developed or Obtained for Internal Use. Computer software is included
 in property and equipment and is being amortized on a straight-line basis over 18 months to 5 years.
 The Company recognized $3,792, $3,473 and $2,901 of amortization expense in 2003, 2002 and 2001, respectively.
 Accumulated amortization was $13,117 and $9,325 at December 31, 2003 and 2002, respectively.

Book Overdraft Book overdraft represents
 outstanding checks in excess of current cash levels. The Company funds its book overdraft from its line
 of credit and operating cash flows.

34

---

Investment in Transplace On July
 1, 2000, the Company and five other large transportation companies merged their logistics business units
 into a commonly owned, Internet-based global transportation logistics company, Transplace. The Companys
 approximate 12.0% interest is carried on a cost basis. See Note 8 regarding certain relationships and
 related transactions.

Claims and Insurance AccrualsClaims
 and insurance accruals consist of cargo loss, physical damage, liability (personal injury and property
 damage) and workers compensation claims within the Companys established retention levels. Claims in
 excess of retention levels are generally covered by insurance in amounts the Company considers adequate.
 Claims accruals represent the uninsured portion of pending claims at December 31, 2003 and 2002, plus
 an estimated liability for incurred but not reported claims. Accruals for cargo loss, physical damage,
 liability and workers compensation claims are estimated based on the Companys evaluation of the type
 and severity of individual claims and future development based on historical trends.

Earnings (Loss) Per Share The difference
 between basic and diluted earnings (loss) per share is due to the assumed conversion of outstanding
 options. Due to the loss in 2001, the options are anti-dilutive and are not considered in earnings (loss)
 per share. The computation of basic and diluted earnings (loss) per share is as follows:

|                                                          | Year Ended December 31,
|--------------------------------------------------------- | -----------------------
|
|Net Income (Loss)                                         |                        
|                                                          |                        
|Denominator:                                              |                        
|Weighted average common shares outstanding                |                        
|Equivalent shares issuable upon exercise of stock options |                        
|                                                          |                        
|Diluted shares                                            |                        
|                                                          |                        
|Earnings (Loss) per share:                                |                        
|Basic                                                     |                        
|Diluted                                                   |                        

Stock-Based Compensation The Company
 applies the intrinsic value based method of Accounting Principles Board (APB) Opinion No. 25, Accounting
 for Stock Issued to Employees, and related interpretations in accounting for its stock option plans.
 No stock-based employee compensation cost is reflected in net income (loss), as all options granted
 under the plan had an exercise price equal to the market value of the underlying common stock on the
 date of grant.

Had compensation expense for stock option grants been
 determined based on fair value at the grant dates consistent with the method prescribed by SFAS No.
 123, the Companys net income (loss) and earnings (loss) per share would have been adjusted to the pro
 forma amounts for the years ended December 31, 2003, 2002 and 2001, as indicated below:

|                                                  | Year Ended December 31,
|------------------------------------------------- | -----------------------
|
|Net income (loss), as reported                    |                        
|Stock-based employee compensation, net of tax     |                        
|                                                  |                        
|Pro forma net income (loss)                       |                        
|                                                  |                        
|Net income (loss) per share, basic, as reported   |                        
|Net income (loss) per share, basic, pro forma     |                        
|Net income (loss) per share, diluted, as reported |                        
|Net income (loss) per share, diluted, pro forma   |                        

35

---

The fair value of each employee stock option grant
 was estimated as of the date of grant using the Black-Scholes option pricing model and the following
 weighted average assumptions:

|                        | Year Ended December 31,
|----------------------- | -----------------------
|
|Risk free interest rate |                        
|Dividend Yield          |                        
|Expected volatility     |                        
|Expected life           |                        

The weighted average fair value of options granted
 during 2003, 2002 and 2001 was $12.21, $6.22 and $3.97, respectively.

Recent Accounting PronouncementsIn
 January 2003, the FASB issued Interpretation No. 46, Consolidation of Variable Interest Entities,
 an Interpretation of Accounting Research Bulletin No. 51. The Interpretation requires the consolidation
 of entities in which an enterprise absorbs a majority of the entitys expected losses, receives a majority
 of the entitys expected residual returns, or both, as a result of ownership, contractual or other financial
 interests in the entity. Currently, entities are generally consolidated by an enterprise when it has
 a controlling interest through ownership of a majority voting interest in the entity. In December 2003,
 the FASB issued a revision of the Interpretation, which deferred the effective date to the first reporting
 period after March 15, 2004. The Interpretation permits consolidation at historical carrying amounts
 as if the Interpretation had always been applied, or at fair value, if determining historical amounts
 is impracticable. The Interpretation may be applied prospectively with a cumulative-effect adjustment
 as of the date on which it is first applied or by restating previously issued financial statements for
 one or more years with a cumulative effective adjustment as of the beginning of the first year restated.
 The adoption of Interpretation No. 46 is not expected to have a material effect on the Companys financial
 statements.

In April 2003, the FASB issued SFAS No. 149, Amendment
 of Statement 133 on Derivative Instruments and Hedging Activities. SFAS No. 149 amends and clarifies
 accounting for derivative instruments, including certain derivative instruments embedded in other contracts,
 and for hedging activities under SFAS No. 133. In particular, SFAS No. 149 clarifies under what circumstances
 a contract with an initial net investment meets the characteristic of a derivative as discussed in SFAS
 No. 133 and it clarifies when a derivative contains a financing component that warrants special reporting
 in the statement of cash flows. SFAS No. 149 is effective for contracts entered into or modified after
 June 30, 2003 and for hedging relationships designated after June 30, 2003 and is to be applied prospectively.
 The adoption of SFAS No. 149 had no impact on the Companys financial statements.

In May 2003, the FASB issued SFAS No. 150, Accounting
 for Certain Financial Instruments with Characteristics of Both Liabilities and Equity, which specifies
 that instruments within its scope are obligations of the issuer and, therefore, the issuer must classify
 them as liabilities. Financial instruments within the scope of the pronouncement include mandatory redeemable
 financial instruments, obligations to repurchase the issuers equity shares by transferring assets and
 certain obligations to issue a variable number of shares. SFAS No. 150 is effective for all financial
 instruments entered into or modified after May 31, 2003. The adoption of SFAS No. 150 had no impact
 on the Companys financial statements.

Reclassifications Certain prior year
 amounts have been reclassified to conform to the current periods presentation.

# 3. Acquisitions

On October 17, 2003, the Company acquired certain assets
 and assumed certain liabilities of a less-than-truckload carrier for a purchase price of $1.2 million
 in cash. The purchase price consisted of assets acquired of $684 relating to revenue equipment, accounts
 receivable and other long-term assets and approximately $1.5 million in liabilities primarily related
 to the financing of revenue equipment. The excess of the purchase price over the fair value of the assets
 acquired was recorded as goodwill in the consolidated balance sheets and totaled approximately $2.0
 million. Under the terms of the acquisition, the Company is required to pay to the former shareholders
 a percentage of revenue, as defined in the agreement, over a five year period.

36

---

On October 24, 2002, the Company acquired certain assets
 and assumed certain liabilities of a truckload carrier for a purchase price of $2.0 million in cash.
 The purchase price consisted of assets acquired of approximately $4.2 million primarily related to revenue
 equipment and approximately $5.3 million in liabilities primarily related to the financing of revenue
 equipment. The excess of the purchase price over the fair value of the assets acquired was recorded
 as goodwill in the consolidated balance sheets and totaled approximately $3.1 million. Under the terms
 of the acquisition, additional consideration may be paid over a three-year period contingent upon revenue
 growth with a customer of the acquired company.

The acquisitions were accounted for under the provisions
 of SFAS No. 141, Business Combinations, and the results of operations have been included in
 the accompanying consolidated financial statements since their respective dates of acquisition. Pro-forma
 disclosures of the acquisitions have not been included, as the overall impact of each acquisition was
 not material to the Companys operating results.

4. Income Taxes

The income tax provision (benefit) for 2003, 2002 and
 2001 consisted of the following:

|                               | December 31,
|------------------------------ | ------------
|
|Current:                       |             
|Federal                        |             
|State                          |             
|                               |             
|                               |             
|Deferred                       |             
|                               |             
|Income tax provision (benefit) |             
|                               |             

A reconciliation of the income tax provision (benefit)
 as reported in the consolidated statements of operations to the amounts computed by applying federal
 statutory rates is as follows:

|                                                      | December 31,
|----------------------------------------------------- | ------------
|
|Federal income tax at statutory rate                  |             
|State income taxes, net of federal income tax benefit |             
|Non-deductible goodwill amortization                  |             
|Non-deductible per diem paid to drivers               |             
|Federal and State Income Tax Credits                  |             
|Other, net                                            |             
|                                                      |             
|Income tax provision (benefit)                        |             
|                                                      |             

The tax effect of temporary differences that give rise
 to significant portions of deferred tax assets and liabilities at December 31, 2003 and 2002 consisted
 of the following:

|                                                   | December 31,
|-------------------------------------------------- | ------------
|
|Deferred tax assets:                               |             
|Allowance for doubtful accounts                    |             
|Insurance and claims reserves                      |             
|Alternative minimum tax credit carry forwards      |             
|Other reserves                                     |             
|State net operating loss and credit carry forwards |             
|                                                   |             
|Total deferred tax assets                          |             
|                                                   |             

37

---

|                                              | December 31,
|--------------------------------------------- | ------------
|
|Deferred tax liabilities:                     |             
|Book over tax basis of property and equipment |             
|Deductible goodwill amortization              |             
|Prepaid license fees                          |             
|Other                                         |             
|                                              |             
|Total deferred tax liabilities                |             
|                                              |             

At December 31, 2003 and 2002, the Company had approximately
 $1,241 of state net operating loss carry forwards and $2,130 of state tax credit carry forwards. The
 state loss carry forwards may be carried forward between 5 and 20 years, depending on the state and
 may be used to offset otherwise taxable income. Some state tax credit carry forwards expire after 10
 years while others will never expire, depending on the state. These credit carry forwards may be used
 in future years to offset the Companys regular state tax liability.

# 5. Long-Term Debt

Long-term debt at December 31, 2003 and 2002 consisted
 of the following:

|                                                                              | December 31,
|----------------------------------------------------------------------------- | ------------
|
|Obligation under line of credit with a group of banks, weighted average       |             
|interest rate of 4.00% at December 31, 2002, maturing March 2007              |             
|Revenue equipment installment notes with finance companies, weighted          |             
|average interest rate of 5.30% and 6.88% at December 31, 2003                 |             
|and 2002, respectively, due in monthly installments with final maturities at  |             
|various dates ranging from January 2004 to July 2011, secured by              |             
|related revenue equipment                                                     |             
|Mortgage note payable, interest rate of 6.73% at December 31, 2003 and 2002,  |             
|due in monthly installments through October 2010, with final                  |             
|payment of $6.3 million, secured by real estate                               |             
|Mortgage note payable, interest rate of 4.92% and 5.06% at December 31, 2003  |             
|and 2002, respectively, due in monthly installments through August 2007, with |             
|final payment of $8.9 million, secured by real estate                         |             
|Capital lease obligations maturing June 2004 to November 2007                 |             
|Other                                                                         |             
|                                                                              |             
|                                                                              |             
|Less: current maturities of long-term debt                                    |             
|                                                                              |             
|                                                                              |             
|                                                                              |             

Line of Credit
 On March 29, 2002, the Company entered into a $100.0
 million senior secured revolving credit facility. Proceeds from this facility were used to repay the
 then existing revolving credit facility. The revolving credit facility provides for borrowings up to
 $100.0 million, with availability at any given time based on specified percentages of eligible receivables
 and revenue equipment, less reserves, under the facilitys Borrowing Base formula. Letters of credit
 under the facility are limited to $37.0 million. The facility matures in March 2007.

The facility allows the Company to select interest
 rates for all or any portion of the outstanding balance, based on a Base Rate (based on the domestic
 prime rate) plus an Applicable Margin or LIBOR plus an Applicable Margin. The Applicable Margin ranges
 from 0.75% to 1.50% for Base Rate Loans and from 2.25% to 3.00% for LIBOR Loans, based in each case
 on the aggregate

38

---

availability, as defined. At December 31, 2003 and 2002, the Applicable Margin was
 0.75% for Base Rate Loans and 2.25% for LIBOR Loans, respectively. The facility also prescribes additional
 fees for Letter of Credit transactions and a monthly commitment fee based on the difference between
 the total commitment and the total borrowing capacity utilized by the Company from time to time.

At December 31, 2003, $36.2 million in letters of credit
 were outstanding under the facility with $53.7 million available to borrow. The facility is secured
 by substantially all assets of the Company, other than real estate and assets securing other debt of
 the Company.

Effective January 1, 2003, the Company adopted SFAS
 No. 145, Rescission of FASB Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13, and
 Technical Corrections, which resulted in a reclassification of an extraordinary loss, which occurred
 during fiscal 2002, from the early extinguishment of debt of $1.1 million, net of tax, to income from
 operations in the accompanying consolidated statements of operations.

Covenants and Restrictions The line
 of credit facility requires, among other things, maintenance by the Company of prescribed minimum amounts
 of Consolidated Tangible Net Worth, Fixed Charge Coverage Ratios and Leverage Ratios. It also: 1) limits
 the Companys future capital expenditures; 2) prohibits all acquisitions by the Company of its own capital
 stock or the payment of dividends on such stock; and 3) effectively prohibits future asset acquisitions
 or dispositions (except in the ordinary course of business) or other business combination transactions
 by the Company without the Lenders consent.

Debt Maturities As of December 31,
 2003, the scheduled principal payments of long-term debt are as follows:

| |           
| | ----------
| | 2004      
| | 2005      
| | 2006      
| | 2007      
| | 2008      
| | Thereafter
| |           
| | Total     
| |           

# 6. Comprehensive Income (Loss)

Comprehensive income (loss) consisted of the following
 components (net of related tax effects) for the years ended December 31, 2003, 2002 and 2001, respectively:

|                                                   | Year Ended December 31,
|-------------------------------------------------- | -----------------------
|
|Net income (loss)                                  |                        
|Net gain (loss) on current period cash flow hedges |                        
|Amortization of hedge de-designation               |                        
|                                                   |                        
|Total                                              |                        
|                                                   |                        

# 7. Leases

The Company leases certain revenue and service equipment
 and office and terminal facilities under long-term non-cancelable operating lease agreements expiring
 at various dates through November 2010. Rental expense under non-cancelable operating leases was approximately
 $84,579, $78,781 and $77,533 for 2003, 2002 and 2001, respectively. Revenue equipment lease terms are
 generally 3 to 4 years for tractors and 5 to 7 years for trailers. Substantially all revenue equipment
 leases provide for guarantees

39

---

by the Company of a portion of the specified residual value at the end
 of the lease term. The maximum potential amount of future payments (undiscounted) under these guarantees
 is approximately $103,471 at December 31, 2003. The residual value of a substantial portion of the leased
 revenue equipment is covered by repurchase or trade agreements in principle between the Company and
 the equipment manufacturer.

Approximate aggregate minimum future rentals payable
 under these operating leases for each of the next five years are as follows:

|           | RevenueEquipment | Other | Total
|---------- | ---------------- | ----- | -----
|2004       |                  |       |      
|2005       |                  |       |      
|2006       |                  |       |      
|2007       |                  |       |      
|2008       |                  |       |      
|Thereafter |                  |       |      

# 8. Related Party Transactions

The Company leases certain office and terminal facilities
 from entities owned by the two principal stockholders of the Company. The lease agreements are for five-year
 terms and provide the Company with the option to renew the lease agreements for four three-year terms.
 Rent expense of approximately $878, $927 and $888 was recognized in connection with these leases during
 2003, 2002 and 2001, respectively.

The two principal stockholders of the Company and certain
 partnerships controlled by their families own 45.0% of the outstanding common stock of Transcommunications,
 Inc. (Transcom). The Company utilizes Transcom charge cards for over-the-road fuel purchases, driver
 advances and driver payroll. The Company paid Transcom $245, $252 and $230 in fees for these services
 in 2003, 2002 and 2001 respectively. Transcom also provides communications services to the Company and
 its drivers. Total payments by the Company to Transcom for these services were approximately $1,019,
 $683 and $445 in 2003, 2002 and 2001, respectively.

On July 1, 2000, the Company and five other large transportation
 companies contributed their non-asset based logistics business units into a commonly owned, Internet-based
 transportation logistics company, Transplace. The Company earned revenues of approximately $26.0 million,
 $28.3 million and $30.8 million from Transplace in 2003, 2002 and 2001, respectively, for providing
 transportation services.

# 9. Commitments and Contingencies

Effective November 15, 2002, the Company entered into
 an agreement with Forward Air, Inc. (Forward Air) to settle all claims in the action brought by Forward
 Air against the Company and certain of its subsidiaries. Forward Air, a deferred airfreight service
 provider, had filed a lawsuit in the United States District Court in Greeneville, Tennessee, in which
 Forward Air asserted a variety of claims primarily for trademark infringement and unfair competition
 allegedly arising out of the Companys use of the name Dedicated Xpress Services, Inc. As a result
 of the settlement, the Company recorded a litigation charge of $1.7 million in 2002, which includes
 fees and expenses associated with the litigation. The charge has been included in general and other
 operating expenses in the consolidated statements of operations.

The Company is party to certain legal proceedings incidental
 to its business. The ultimate disposition of these matters, in the opinion of management, based in part
 on the advice of legal counsel, is not expected to have a material adverse effect on the Companys financial
 position or results of operations.

The Company has letters of credit of $36.2 million
 outstanding as of December 31, 2003. The letters of credit are maintained primarily to support the Companys
 insurance program.

40

---

# 10. Derivative Financial Instruments

The Company uses derivative financial instruments to
 manage exposure to changes in interest rates. The Company does not use them for trading or speculative
 purposes. On March 29, 2002, the Company entered into a new revolving credit agreement. Prior to that
 date, the Company designated its interest rate swap agreements as cash flow hedges, in which changes
 in fair value were recognized in other comprehensive income.

In connection with entering into the new revolving
 credit agreement, the outstanding interest rate swap agreements ceased to qualify as cash flow hedge
 instruments because they were not matched to the terms of the new debt. Accordingly, they were not designated
 as hedging instruments, resulting in the amounts included in other comprehensive income being amortized
 to interest expense over the remaining terms of the respective agreements with any future changes in
 the market value also reflected as interest expense in the consolidated statements of operations. For
 the years ended December 31, 2003 and 2002, the Company recognized $(201) and $8, respectively, to interest
 expense in conjunction with the de-designation of the interest rate swap agreements. As of December
 31, 2003 and 2002, the interest rate swaps fair value was $0 and $433, respectively, and was recorded
 in other long-term liabilities in the accompanying consolidated balance sheets.

The Companys interest rate swap agreements expired
 during the period ended December 31, 2003. Prior to the expiration, the Company received interest payments
 at rates equal to LIBOR, reset quarterly, and paid interest at fixed amounts as indicated below:

|NotionalAmounts | Fixed RateComponent % | Variable RateComponent % | EffectiveDate | ExpirationDate
|--------------- | --------------------- | ------------------------ | ------------- | --------------
|$               | 10,000                |                          |               | 5.730         
|                | 15,000                |                          |               | 5.705         
|                | 10,000                |                          |               | 5.145         
|                | 10,000                |                          |               | 5.565         

# 11. Employee Benefit Plan

The Company has a 401(k) retirement plan covering substantially
 all employees of the Company, whereby participants may contribute a percentage of their compensation,
 as allowed under applicable laws. The plan provides for a matching contribution by the Company. Participants
 are 100% vested in participant contributions and become vested in employer matching contributions over
 a period of six years. The Company recognized $1,256, $1,253 and $1,277 in expense under this employee
 benefit plan for 2003, 2002 and 2001, respectively, which has been included in salaries, wages and benefits
 in the accompanying consolidated statements of operations.

# 12. Stockholders Equity

Common Stock Holders of Class A Common
 Stock are entitled to one vote per share. Holders of Class B Common Stock are entitled to two votes
 per share. Once the Class B Common Stock is no longer held by the two principal stockholders of the
 Company or their families as defined, the stock is automatically converted into Class A Common Stock
 on a share for share basis.

Preferred StockEffective December
 31, 1993, the Board of Directors approved the designation of 2,000,000 shares of preferred stock with
 a par value of $.01 per share. The Board of Directors has the authority to issue these shares and to
 determine the rights, terms and conditions of the preferred stock as needed.

Incentive Stock Plans The Company
 maintains the U.S. Xpress Enterprises, Inc. 1993 Incentive Stock Plan (the 1993 Plan) and the U.S.
 Xpress Enterprises, Inc. 2002 Stock Incentive Plan (the 2002 Plan), (collectively, the 1993 Plan and
 the 2002 Plan are referred to herein as the Plans). The Plans provide for the issuance of shares of
 restricted common stock of the Company, as well as both incentive and nonstatutory stock options. There
 may be issued under the Plans (as restricted stock, in payment of performance grants or pursuant to
 the exercise of stock options) an aggregate of not more than 1,038,138 shares of Class A Common Stock
 under the 1993 Plan and 1,000,000 shares of Class A Common Stock under the 2002 Plan. Participants of
 the Plans may include key employees as

41

---

selected by the compensation committee of the Board of Directors.
 Under the terms of the Plans, the Company may issue restricted shares of common stock, grant options
 or issue performance grants to participants in amounts and for such prices as determined by the compensation
 committee. All options will vest immediately in the event of a change in control of the Company, or
 upon the death, disability or retirement of the employee. In May 2003, the Company registered the 1,000,000 shares
 of Class A Common Stock under the 2002 Plan.

Under a 1993 sale of restricted stock to certain stockholder
 employees, notes receivable from stockholders were issued. The notes bear interest at 6.0% and are due
 to the Company upon demand. As of December 31, 2003 and 2002, amounts outstanding under the notes were
 $82 and $211, respectively.

Non-Employee Directors Stock Plan In
 August 1995, the Company adopted the 1995 Non-Employee Directors Stock Award and Option Plan (the 1995
 Directors Stock Plan) providing for the issuance of stock options to non-employee directors upon their
 election to the Companys Board of Directors. The Directors Stock Plan also provides non-employee directors
 the option to receive certain board-related compensation in the form of the Companys Class A Common
 Stock in lieu of cash. The number of shares of Class A Common Stock available for option or issue under
 the Directors Stock Plan may not exceed 50,000 shares.

The Directors Stock Plan provides for the grant of
 1,200 options to purchase the Companys Class A Common Stock to each non-employee director upon the
 election or re-election of each such director to the board. The exercise price of options issued under
 the Directors Stock Plan is set at the fair market value of the Companys stock on the date granted.
 Options vest ratably on each of the first, second and third anniversaries of the date of grant.

If a board member elects to receive board-related compensation
 in the form of stock, the number of shares issued to each director in lieu of cash is determined based
 on the amount of earned compensation divided by the fair market value of the Companys stock on the
 date compensation is earned.

In May 2003, the Company adopted the 2003 Non-Employee
 Directors Stock Award and Option Plan (the 2003 Directors Stock Plan). The terms of the 2003 Directors
 Stock Plan are consistent with the 1995 Directors Stock Plan, including 50,000 shares of Class A Common
 Stock available for option or issue.

Employee Stock Purchase Plan (ESPP)
 In August 1997, the Company adopted an ESPP through which employees meeting certain eligibility
 criteria may purchase shares of the Companys common stock at a discount. Under the ESPP, eligible employees
 may purchase shares of the Companys common stock, subject to certain limitations, at a 15.0% discount.
 Common stock is purchased for employees in January and July of each year. Employees may not purchase
 more than 1,250 shares in any six-month period or purchase stock having a market value of more than
 $25,000 per calendar year. The Company has reserved 300,000 shares for issuance under the ESPP. In January
 and July 2002, employees purchased 50,796 and 73,527 shares of the Companys Class A Common Stock at
 $5.76 and $8.12 per share, respectively. In January and July 2001, employees purchased 22,042 and 48,449
 shares of the Companys Class A Common Stock at $4.73 and $4.68 per share, respectively. Under the terms
 of the ESPP, the plan expired July 1, 2002.

In May 2003, the Company adopted the 2003 U.S. Xpress
 Enterprises, Inc. Employee Stock Purchase Plan (the 2003 Plan), effective July 1, 2003, through which
 employees meeting certain eligibility criteria may purchase shares of the Companys common stock at
 a 15% discount of the fair market value, as defined. Consistent with the previous ESPP plan, common
 stock is purchased for employees in January and July of each year and employees may not purchase more
 than 1,250 shares in any six-month period or purchase stock having a fair market value of more than
 $25,000 per calendar year. The Company has reserved 500,000 shares of Class A Common Stock under the
 terms of the Plan. In January 2004, employees purchased 7,812 shares of the Companys Class A Common
 Stock at $9.49 per share.

Stock Options Stock options generally
 vest over periods ranging from three to six years and expire ten years from the date of grant. As options
 were granted at fair value, no compensation expense has been recognized. A summary of the Companys
 stock option activity for 2003, 2002 and 2001 follows:

42

---

|                                 | Shares | Option Price | Weighted AverageExercise Price
|-------------------------------- | ------ | ------------ | ------------------------------
|Outstanding at December 31, 2000 |        |              |                               
|Granted at market price          |        |              |                               
|Exercised                        |        |              |                               
|Canceled or expired              |        |              |                               
|                                 |        |              |                               
|Outstanding at December 31, 2001 |        |              |                               
|Granted at market price          |        |              |                               
|Exercised                        |        |              |                               
|Canceled or expired              |        |              |                               
|                                 |        |              |                               
|Outstanding at December 31, 2002 |        |              |                               
|Granted at market price          |        |              |                               
|Exercised                        |        |              |                               
|Canceled or expired              |        |              |                               
|                                 |        |              |                               
|Outstanding at December 31, 2003 |        |              |                               
|                                 |        |              |                               

The following is a summary of the stock options outstanding
 at December 31, 2003:

|ExercisePrice Range | OptionsOutstanding | Weighted AverageRemainingContractual Lifein Years | Weighted AverageExercise Price ofOptions Outstanding | OptionsExercisable | Weighted AverageExercise Price ofOptionsExercisable
|------------------- | ------------------ | ------------------------------------------------- | ---------------------------------------------------- | ------------------ | ---------------------------------------------------
|$                   | 6.50   -           |                                                   | $                                                    | 8.06               |                                                    
|$                   | 9.50   -           |                                                   | $                                                    | 12.63              |                                                    
|$                   | 15.00   -          |                                                   | $                                                    | 20.88              |                                                    

As of December 31, 2003, 449,033 of the options outstanding
 were exercisable with a weighted average exercise price of $14.31 per share. As of December 31, 2002,
 391,283 of the options outstanding were exercisable with a weighted average exercise price of $9.75
 per share. As of December 31, 2001, 309,701 of the options outstanding were exercisable with a weighted
 average exercise price of $9.71 per share.

13. Fair Value of Financial Instruments

The carrying values of cash and cash equivalents, customer
 and other receivables, accounts payable and accrued liabilities are reasonable estimates of their fair
 values because of the short maturity of these financial instruments. Based on the borrowing rates available
 to the Company for long-term debt with similar terms and average maturities, the carrying amounts approximate
 the fair value of such financial instruments.

14. Operating Segments

The Company has two reportable segments based on the
 types of services it provides to its customers: U.S. Xpress, which provides truckload operations throughout
 the continental United States and parts of Canada and Mexico, and Xpress Global Systems, which provides
 transportation services to the floorcovering industry and deferred airfreight logistics services from
 airport to airport.

The accounting policies of the segments are the same
 as those described in the summary of significant accounting policies. Substantially all intersegment
 sales prices are market based. The Company evaluates performance based on operating income of the respective
 business units.

43

---

|                              | U.S. Xpress | Xpress Global Systems | Consolidated
|----------------------------- | ----------- | --------------------- | ------------
|Year Ended December 31, 2003  |             |                       |             
|Revenues - external customers |             |                       | $           
|Intersegment revenues         |             |                       |             
|Operating income              |             |                       |             
|Depreciation and amortization |             |                       |             
|Goodwill at carrying value    |             |                       |             
|Total assets                  |             |                       |             
|Capital expenditures          |             |                       |             
|                              |             |                       |             
|Year Ended December 31, 2002  |             |                       |             
|Revenues - external customers |             |                       | $           
|Intersegment revenues         |             |                       |             
|Operating income              |             |                       |             
|Depreciation and amortization |             |                       |             
|Goodwill at carrying value    |             |                       |             
|Total assets                  |             |                       |             
|Capital expenditures          |             |                       |             
|                              |             |                       |             
|Year Ended December 31, 2001  |             |                       |             
|Revenues - external customers |             |                       | $           
|Intersegment revenues         |             |                       |             
|Operating income (loss)       |             |                       |             
|Depreciation and amortization |             |                       |             
|Goodwill at carrying value    |             |                       |             
|Total assets                  |             |                       |             
|Capital expenditures          |             |                       |             

The difference in consolidated operating income as
 shown above and consolidated income before income tax provision on the consolidated statements of operations
 is net interest expense of $9,873, $13,384 and $14,937 in 2003, 2002 and 2001, respectively, and settlement
 of a litigation matter of $1,694 and early extinguishment of debt of $1,776 in 2002, which are considered
 corporate expenses.

44

---

15.     Quarterly Financial
 Data (Unaudited)

|                                        | Quarter Ended | 
|--------------------------------------- | ------------- | 
|
|Year Ended December 31, 2003            |               | 
|Operating revenue                       |               | 
|Income from operations                  |               | 
|Income before income taxes              |               | 
|Net income                              |               | 
|Earnings per share - basic              |               | 
|Earnings per share - diluted (1)        |               | 
|Year Ended December 31, 2002            |               | 
|Operating revenue                       |               | 
|Income from operations                  |               | 
|Income (loss) before income taxes       |               | 
|Net income (loss)                       |               | 
|Earnings (loss) per share - basic (1)   |               | 
|Earnings (loss) per share - diluted (1) |               | 

(1)
          The
 sum of quarterly earnings per share differs from annual earnings per share because of
differences in the weighted           
      average number of common shares used in the quarterly
and annual computations.

ITEM 9.      CHANGES IN
 AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
                
   AND FINANCIAL DISCLOSURE

Information regarding the change in the Companys independent
 public accountants was previously reported in the Companys Current Report on Form 8-K dated May 17,
 2002, filed with the Securities and Exchange Commission.

Disclosure Concerning Absence of Arthur Andersen
 LLP Consent

On August 31, 2002, Arthur Andersen LLP (Andersen)
 voluntarily ceased to audit public companies and it is no longer licensed to practice as a public accountant.
 As a result, after a reasonable effort, we are unable to obtain the consent of Andersen for the incorporation
 by reference of the report dated January 29, 2002 included in our Annual Report on Form 10-K for the
 year ended December 31, 2003. Under these circumstances, Rule 437a under the Securities Act of 1933
 permits us to file a Registration Statement without a written consent from Andersen. We are not able
 to obtain the written consent of Andersen to incorporate this report by reference into our previously
 filed registration statements on Form S-8, File numbers 33-91238, 33-94878, 33-99728 and 333-37795.
 Accordingly, investors will not be able to sue Andersen pursuant to Section 11 of the Securities Act
 relating to those registration statements and therefore may have their recovery limited as a result
 of the lack of consent. The ability of investors to recover from Andersen may also be limited as a result
 of their financial condition or other matters relating to the various civil and criminal lawsuits relating
 to them.

ITEM 9A.      CONTROLS
 AND PROCEDURES

As of the end of the period covered by this Form 10-K,
 an evaluation under Rule 13a-15 of the Securities Exchange Act of 1934 was performed under the supervision
 and with the participation of our management, including our principal executive and financial officers,
 of the effectiveness of the design and operation of our disclosure controls and procedures. Based upon
 that evaluation, our principal executive and financial officers concluded that our disclosure controls
 and procedures were effective as of the end of the period covered by this report. There have been no
 significant changes in our internal control over financial reporting that materially affected or are
 reasonably likely to materially affect internal control over financial reporting during the fourth fiscal
 quarter of the period covered by this report.

45

---

# PART III

# ITEM 10.      DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

The sections entitled Nominees for Directorships
 and Compliance with Reporting Requirements in the Proxy Statement of the registrant for the annual
 meeting of shareholders to be held May 13, 2004 is incorporated herein by reference. Information regarding
 the executive officers of the registrant is presented in Part I of this report.

The Company has adopted a code of ethics that applies
 to the co-chairmen, chief financial officer, principal accounting officer and controller and any persons
 performing similar functions. A copy of this code of ethics is available on the Companys website. In
 the event waivers or amendments are granted under the code of ethics, such waivers or amendments will
 be posted on the Companys website for one year from the date the waiver is granted. The information
 set forth in the 2004 Proxy Statement regarding the identity of the audit committee members and the
 audit committee financial expert under the caption, Committees of the Board of Directors is hereby
 incorporated by reference.

ITEM 11.      EXECUTIVE
 COMPENSATION

The information set forth under the captions Director
 Compensation and Executive Compensation and Other Information of the 2004 Proxy Statement is incorporated
 herein by reference.

ITEM 12.      SECURITY
 OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND                
        RELATED STOCKHOLDER MATTERS

The information set forth under the caption Voting
 Securities and Principal Holders Thereof and Equity Compensation Plan Information of the 2004 Proxy
 Statement is incorporated herein by reference.

ITEM 13.       CERTAIN
 RELATIONSHIPS AND RELATED TRANSACTIONS

The information set forth under the caption Election
 of Directors and Certain Transactions of the 2004 Proxy Statement is incorporated herein by reference.

ITEM 14.      PRINCIPAL
 ACCOUNTANT FEES AND SERVICES

The information found in the 2004 Proxy Statement under
 the caption Ratification of Appointment of Auditors, is hereby incorporated by reference.

46

---

# PART IV

# ITEM 15.      EXHIBITS, FINANCIAL STATEMENTS, SCHEDULES AND REPORTS ON FORM 8-K

|(a) |  | 1.     Financial Statements:
|--- |  | ----------------------------

| | The financial statements are
 set forth in Part II, Item 8.
| | -----------------------------------------------------------

| |  | 2.      Financial Statement Schedules:
| |  | --------------------------------------

| | Report of Independent Public
 Accountants       
| | ------------------------------------------------
| | Schedule II  Valuation and
 Qualifying Accounts

| |  | 3.     Exhibits:
| |  | ----------------

| | See the Exhibit Index listing
 beginning on Page 50 of this Form 10-K.
| | ----------------------------------------------------------------------

|(b) |  | Reports on Form 8-K                                                                                                                      
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------
|    |  | The following reports on Form 8-K were filed with the Securities and Exchange Commission during the three months ended December 31, 2003:

| | Form 8-K, filed October 17,
 2003, announcing financial results for the quarter ended September 30, 2003.
| | ---------------------------------------------------------------------------------------------------------

47

---

This report is a copy of the previously issued report
 of Arthur Andersen LLP which has not been reissued by Arthur Andersen LLP. We are including this copy
 of Andersens Audit Report pursuant to Rule 2-02(e) of Regulation S-X under the Securities Exchange
 Act of 1933

# REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

# To U.S. Xpress Enterprises, Inc.:

We have audited in accordance with auditing standards
 generally accepted in the United States, the consolidated financial statements of U.S. XPRESS ENTERPRISES,
 INC. (a Nevada corporation) AND SUBSIDIARIES included in this Form 10-K and have issued our report thereon
 dated January 29, 2002. Our audit was made for the purpose of forming an opinion on the financial statements
 taken as a whole. Schedule II is the responsibility of the Companys management and is presented for
 purposes of complying with the Securities and Exchange Commissions rules and is not part of the basic
 consolidated financial statements. This schedule has been subjected to the auditing procedures applied
 in the audit of the basic consolidated financial statements and, in our opinion, fairly states in all
 material respects the financial data required to be set forth therein in relation to the basic consolidated
 financial statements taken as a whole.

/s/ ARTHUR ANDERSEN LLP

Chattanooga, Tennessee January 29, 2002

48

---

SCHEDULE II

# VALUATION AND QUALIFYING ACCOUNTS FOR THE YEARS ENDED DECEMBER 31, 2003, 2003 AND 2001 (In Thousands)

|Description                   | Balance atBeginningof Period | Charged toCost/Expenses | Charged toOther (1) | Deductions(2) | Balance at Endof Period
|----------------------------- | ---------------------------- | ----------------------- | ------------------- | ------------- | -----------------------
|FOR THE YEAR ENDED 12/31/03   |                              |                         |                     |               |                        
|Reserve for doubtful accounts |                              |                         | $                   | 3,118         |                        
|                              |                              |                         |                     |               |                        
|FOR THE YEAR ENDED 12/31/02   |                              |                         |                     |               |                        
|Reserve for doubtful accounts |                              |                         |                     | 3,419         |                        
|                              |                              |                        
|FOR THE YEAR ENDED 12/31/01   |                              |                         |                     |               |                        
|Reserve for doubtful accounts |                              |                         |                     | 4,019         |                        

|    |  | 
|--- |  | 
|(1) |  | 
|    |  | 
|    |  | 
|    |  | 
|    |  | 
|    |  | 
|    |  | 
|    |  | 
|    |  | 
|(2) |  | 

49

---

# (c)         EXHIBITS

# Exhibit No.           Description

---

|(1) | 3.1 |  | Restated Articles of Incorporation of the Company.
|--- | --- |  | --------------------------------------------------

|(1) | 3.2 |  | By-Laws of the Company.
|--- | --- |  | -----------------------

|(1) | 4.1 |  | Restated Articles of Incorporation of the Company filed as Exhibit 3.2 and incorporated herein by reference.
|--- | --- |  | ------------------------------------------------------------------------------------------------------------

|(1) | 4.2 |  | By-Laws of the Company filed as Exhibit 3.2 and incorporated herein by reference.
|--- | --- |  | ---------------------------------------------------------------------------------

|(1) | 4.3 |  | Stock Purchase Agreement dated June 10, 1993 by and among Max L. Fuller, Patrick E. Quinn and the Company.
|--- | --- |  | ----------------------------------------------------------------------------------------------------------

|(1) | 4.4 |  | Agreement of Right of First Refusal with regard to Class B Shares of the Company dated May 11, 1994 by and between Max L. Fuller and Patrick E. Quinn.
|--- | --- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------

|(1) | 10.1 |  | Accounts Financing Agreement (Security Agreement) dated February 2, 1988, as amended, between Congress Financial Corp. (Southern) and Southwest Motor Freight, Inc.
|--- | ---- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(1) | 10.2 |  | Security Agreement dated December 18, 1985, as amended, by and between Exchange National Bank of Chicago and U.S. Xpress, Inc.
|--- | ---- |  | ------------------------------------------------------------------------------------------------------------------------------

|(1) | 10.3 |  | Security Agreement dated September 17, 1987, as amended, by and between Exchange National Bank of Chicago and Crown Transport Systems, Inc.
|--- | ---- |  | -------------------------------------------------------------------------------------------------------------------------------------------

|(1) | 10.4 |  | 1993 Incentive Stock Plan of the Company.*
|--- | ---- |  | ------------------------------------------

|(1) | 10.5 |  | Stock Option Agreement Under 1993 Incentive Stock Plan.*
|--- | ---- |  | --------------------------------------------------------

|(1) | 10.6 |  | Stock Rights and Restrictions Agreement for Restricted Stock Award Under 1993 Incentive Stock Plan.*
|--- | ---- |  | ----------------------------------------------------------------------------------------------------

|(1) | 10.7 |  | Self-Funded Employee Benefits Plan Document of the Company.*
|--- | ---- |  | ------------------------------------------------------------

|(1) | 10.8 |  | Service Agreement dated May 2, 1994 by and between TTC, Illinois, Inc. and the Company for the provision of leased personnel to the Company.
|--- | ---- |  | --------------------------------------------------------------------------------------------------------------------------------------------

|(1) | 10.9 |  | Salary Continuation Agreement dated June 10, 1993 by and between the Company and Max L. Fuller.*
|--- | ---- |  | ------------------------------------------------------------------------------------------------

|(1) | 10.10 |  | Salary Continuation Agreement dated June 10, 1993 by and between the Company and Patrick E. Quinn.*
|--- | ----- |  | ---------------------------------------------------------------------------------------------------

|(1) | 10.11 |  | Stock Purchase Agreement dated November 28, 1990 by and between the Company and Clyde Fuller for the acquisition by the Company of the capital stock of Southwest Motor Freight, Inc. held by Mr. Fuller, such stock constituting all of the issued and outstanding capital stock of Southwest Motor Freight, Inc.
|--- | ----- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(1) | 10.12 |  | Stock Purchase Agreement dated September 30, 1992 by and between the Company and Clyde Fuller for the acquisition by the Company of the capital stock of Chattanooga Leasing, Inc. held by Mr. Fuller, such stock constituting all of the issued and outstanding capital stock of Chattanooga Leasing, Inc.
|--- | ----- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(1) | 10.13 |  | Articles of Merger and Plan of Merger filed February 24, 1993, pursuant to which Chattanooga Leasing, Inc. was merged with and into Southwest Motor Freight, Inc.
|--- | ----- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------

50

---

# Exhibit No.           Description

---

|(1) | 10.14 |  | Stock Purchase Agreement dated January 1, 1993 by and among Max L. Fuller, Patrick E. Quinn and the Company for the acquisition by the Company of the capital stock of U.S. Xpress, Inc. held by Messrs. Fuller and Quinn, such stock constituting all of the issued and outstanding capital stock of U.S. Xpress, Inc.
|--- | ----- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(1) | 10.15 |  | Stock Purchase Agreement dated January 1, 1993 by and among Max L. Fuller, Patrick E. Quinn and the Company for the acquisition by the Company of the capital stock of U.S. Xpress Leasing, Inc. held by Messrs. Fuller and Quinn, such stock constituting all of the issued and outstanding capital stock of U.S. Xpress Leasing, Inc.
|--- | ----- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(1) | 10.16 |  | Stock Purchase Agreement dated March 10, 1994 by and between the Company and L.D. Miller, III for the acquisition by the Company of the capital stock of Crown Transport Systems, Inc. held by Mr. Miller, such stock constituting 40% of the issued and outstanding capital stock of Crown Transport Systems, Inc.
|--- | ----- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(1) | 10.17 |  | Stock Purchase Agreement dated March 17, 1994 by and between the Company, Patrick E. Quinn and Max L. Fuller for the acquisition by the Company of the capital stock of Crown Transport Systems, Inc. held by Messrs. Quinn and Fuller, such stock constituting 60% of the issued and outstanding capital stock of Crown Transport Systems, Inc.
|--- | ----- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(1) | 10.18 |  | Stock Purchase Agreement dated March 18, 1994 by and between the Company and Ken Adams for the acquisition by the Company of 50% of the capital stock of Hall Systems, Inc. held by Mr. Adams and the grant of an option to the Company to purchase the remaining 50% of the capital stock of Hall Systems, Inc. from Mr. Adams, exercisable beginning April 1, 1997.
|--- | ----- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | 10.19 |  | Software Acquisition Agreement dated September 15, 1994 by and among Qualcomm Incorporated, Xpress Data Services, Inc., U.S. Xpress Enterprises, Inc., Patrick E. Quinn, Max L. Fuller, Information Management Solutions, Inc. and James Coppinger.
|--- | ----- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) | 10.20 |  | Stock Purchase Agreement dated October 31, 1994 by and between the Company and Ken Frohlich for the acquisition by the Company of the capital stock of National Freight Systems, Inc. held by Mr. Frohlich, such stock constituting all of the issued and outstanding capital stock of National Freight Systems, Inc.
|--- | ----- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(4) | 10.21 |  | Asset Purchase Agreement with respect to acquisition of CSI/Reeves, Inc.
|--- | ----- |  | ------------------------------------------------------------------------

|(5) | 10.22 |  | Stock Purchase Agreement with respect to Hall Systems, Inc.
|--- | ----- |  | -----------------------------------------------------------

|(5) | 10.23 |  | Credit Agreement with NationsBank.
|--- | ----- |  | ----------------------------------

|(6) | 10.24 |  | Amendment No. 1 to Credit Agreement with NationsBank.
|--- | ----- |  | -----------------------------------------------------

|(7) | 10.25 |  | Asset Purchase Agreement dated June 18, 1996 with respect to acquisition of Michael Lima Transportation, Inc.
|--- | ----- |  | -------------------------------------------------------------------------------------------------------------

|(7) | 10.26 |  | Asset Purchase Agreement dated April 1, 1997 with respect to acquisition of assets from Rosedale Transport, Inc. and Rosedale Transport, Ltd.
|--- | ----- |  | ---------------------------------------------------------------------------------------------------------------------------------------------

|(7) | 10.27 |  | Asset Purchase Agreement dated April 25, 1997 with respect to acquisition of JTI, Inc.
|--- | ----- |  | --------------------------------------------------------------------------------------

|(8) | 10.28 |  | Loan and Security Agreement dated June 24, 1997 by and between Wachovia Bank, N.A. and U.S. Xpress Leasing.
|--- | ----- |  | -----------------------------------------------------------------------------------------------------------

51

---

# Exhibit No.           Description

---

|(9) | 10.29 |  | Stock Purchase Agreement dated as of December 24, 1997 by and between U.S. Xpress Enterprises, Inc. and Richard H. Schaffer, Richard H. Schaffer Irrevocable Trust dated December 24, 1991 and Richard H. Schaffer Irrevocable Non-Withdrawal Trust dated December 24, 1991.
|--- | ----- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(9) | 10.30 |  | Credit Agreement dated as of January 15, 1998 among U.S. Xpress Enterprises, Inc., Wachovia Bank, N.A., NationsBank, N.A., BankBoston, N.A., SunTrust Bank, Chattanooga, N.A. and the banks listed therein.
|--- | ----- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(10) | 10.31 |  | Investment and Participation Agreement between U.S. Xpress Enterprises, Inc. and Wachovia Capital Markets, Inc.
|---- | ----- |  | ---------------------------------------------------------------------------------------------------------------

|(10) | 10.32 |  | Acquisition, Agency, Indemnity and Support Agreement between U.S. Xpress Enterprises, Inc. and Wachovia Capital Markets, Inc.
|---- | ----- |  | -----------------------------------------------------------------------------------------------------------------------------

|(10) | 10.33 |  | Lease Agreement between U.S. Xpress Enterprises, Inc. and Wachovia Capital Markets, Inc.
|---- | ----- |  | ----------------------------------------------------------------------------------------

|(11) | 10.34 |  | Agreement and Plan of Merger dated as of July 7, 1998 among U.S. Xpress Enterprises, Inc., PST Acquisition Corp. and PST Vans, Inc.
|---- | ----- |  | -----------------------------------------------------------------------------------------------------------------------------------

|(12) | 10.35 |  | First Amendment to Credit Agreement dated as of January 15, 1998 among U.S. Xpress Enterprises, Inc., Wachovia Bank, N.A., NationsBank, N.A., BankBoston, N.A., SunTrust Bank, Chattanooga, N.A. and the banks listed therein.
|---- | ----- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(12) | 10.36 |  | Second Amendment to Credit Agreement dated as of January 15, 1998 among U.S. Xpress Enterprises, Inc., Wachovia Bank, N.A., NationsBank, N.A., BankBoston, N.A., SunTrust Bank, Chattanooga, N.A. and the banks listed therein.
|---- | ----- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(12) | 10.37 |  | Third Amendment to Credit Agreement dated as of January 15, 1998 among U.S. Xpress Enterprises, Inc., Wachovia Bank, N.A., NationsBank, N.A., BankBoston, N.A., SunTrust Bank, Chattanooga, N.A. and the banks listed therein.
|---- | ----- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(12) | 10.38 |  | Fourth Amendment to Credit Agreement dated as of January 15, 1998 among U.S. Xpress Enterprises, Inc., Wachovia Bank, N.A., NationsBank, N.A., BankBoston, N.A., SunTrust Bank, Chattanooga, N.A. and the banks listed therein.
|---- | ----- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(13) | 10.39 |  | First Amendment to the Investment and Participation Agreement dated as of November 12, 2000, among U.S. Xpress Enterprises, Inc. and Wachovia Capital Investments, Inc.
|---- | ----- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(13) | 10.40 |  | Second Amendment to the Investment and Participation
 Agreement dated as of March 30, 2000, among U.S. Xpress Enterprises, Inc. and Wachovia Capital Investments,
 Inc.
|---- | ----- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(13) | 10.41 |  | Third Amendment
 to the Investment and Participation Agreement dated as of June 13, 2000, among U.S. Xpress Enterprises,
 Inc. and Wachovia Capital Investments, Inc.
|---- | ----- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(13) | 10.42 |  | U.S. Xpress Enterprises Employment Agreement with Cort J. Dondero dated as of June 13, 2000 by and between U.S. Xpress Enterprises, Inc. and Cort J. Dondero.*
|---- | ----- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------

|(13) | 10.43 |  | Initial Subscription Agreement of Transplace.com, LLC, entered into as of April 19, 2000 by Transplace.com, LLC, a Nevada Limited Liability Company, and Covenant Transport, Inc., J.B. Hunt Transport Services, Inc., M.S. Carriers, Inc., Swift Transportation Co., Inc., U.S. Xpress Enterprises, Inc., and Werner Enterprises, Inc.
|---- | ----- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(13) | 10.44 |  | Operating Agreement of Transplace.com, LLC, made and entered into as of April 19, 2000 by Transplace.com, LLC, a Nevada Limited Liability Company, and Covenant Transport, Inc., J.B. Hunt Transport Services, Inc., M.S. Carriers, Inc., Swift Transportation Co., Inc., U.S. Xpress Enterprises, Inc., and Werner Enterprises, Inc. and Transplace.com, LLC.
|---- | ----- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

52

---

# Exhibit No.           Description

---

|(14) | 10.45 |  | Amended and Restated Credit Agreement dated as of January 31, 2001 among U.S. Xpress Enterprises, Inc., Wachovia Bank, N.A., Bank of America, N.A., Fleet National Bank, SunTrust Bank, and the banks listed therein.
|---- | ----- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(15) | 10.46 |  | Waiver under and First Amendment to Credit Agreement dated April 27, 2001, but effective as of March 31, 2001, among U.S. Xpress Enterprises, Inc., the banks listed in the waiver and amendment, and Wachovia Bank, N.A., as Administrative Agent, Bank of America, N.A., as Syndication Agent, Fleet National Bank, as Documentation Agent, and SunTrust Bank, as Co-Agent.
|---- | ----- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(15) | 10.47 |  | Second Amendment to and Waiver under Amended and Restated Credit Agreement dated July 11, 2001, by and among U.S. Xpress Enterprises, Inc., Wachovia Bank, N.A. as Administrative Agent, Bank of America, N.A., as Syndication Agent, Fleet National Bank, N.A., Bank of America, N.A., Fleet National Bank, SunTrust Bank, AmSouth Bank, The Chase Manhattan Bank, LaSalle Bank National Association, and First Tennessee Bank, N.A.
|---- | ----- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(16) | 10.48 |  | Fourth Amendment to Amended and Restated Credit Agreement dated December 21, 2001, by and among U.S. Xpress Enterprises, Inc., Wachovia Bank, N.A., as Administrative Agent, Bank of America, N.A., as Syndication Agent, Fleet National Bank, as Documentation Agent, SunTrust Bank, as Co-Agent, and Wachovia Bank, N.A., Bank of America, N.A., Fleet National Bank, SunTrust Bank, AmSouth Bank, JP Morgan Chase Bank (formerly, The Chase Manhattan Bank), LaSalle Bank National Association, and First Tennessee Bank, N.A., as Banks.
|---- | ----- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(17) | 10.49 |  | Term Loan Agreement, dated December 21, 2001, by and between U.S. Xpress Leasing, Inc. and DaimlerChrysler Services North America LLC.
|---- | ----- |  | --------------------------------------------------------------------------------------------------------------------------------------

|(17) | 10.50 |  | Security Agreement dated December 21, 2001, by and between U.S. Xpress Leasing, Inc. and DaimlerChrysler Services North America LLC.
|---- | ----- |  | ------------------------------------------------------------------------------------------------------------------------------------

|(17) | 10.51 |  | First Amendment to Security Agreement dated January 30, 2002, by and between U.S. Xpress Leasing, Inc. and DaimlerChrysler Services North America LLC.
|---- | ----- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------

|(17) | 10.52 |  | Security Agreement dated December 21, 2001, and related form of Promissory Note by and between U.S. Xpress Leasing, Inc. and Transport International Pool, Inc.
|---- | ----- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------

|(18) | 10.53 |  | Revolving Credit Agreement dated March 29, 2002, by and among U.S. Xpress Enterprises, Inc., Fleet Capital Corporation, as Administrative Agent, Fleet Securities, Inc., as Arranger, LaSalle Bank National Association, as Syndication Agent, and the participating Lenders thereon.
|---- | ----- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(18) | 10.54 |  | Security Agreement dated March 29, 2002, by and among U.S. Xpress Enterprises, Inc., U.S. Xpress, Inc., CSI/Crown, Inc., Xpress Air, Inc., Xpress Company Store, Inc., CSI Acquisition Corporation, Dedicated Xpress Services, Inc. and Fleet Capital Corporation.
|---- | ----- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(19) | 10.55 |  | First Amendment to Revolving Credit Agreement dated August 29, 2002, by and among U.S. Xpress Enterprises, Inc., Fleet Capital Corporation, as Administrative Agent, Fleet Securities, Inc., as Arranger, LaSalle Bank National Association, as Syndication Agent and the participating Lenders thereon.
|---- | ----- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(19) | 10.56 |  | Second Amendment and Consent to Revolving Credit Agreement dated October 21, 2002, by and among U.S. Xpress Enterprises, Inc., Fleet Capital Corporation, as Administrative Agent, Fleet Securities, Inc. as Arranger, LaSalle Bank National Association, as Syndication Agent and the participating Lenders thereon.
|---- | ----- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(20) | 10.57 |  | U.S. Xpress Enterprises, Inc. 2002 Stock Incentive Plan.*
|---- | ----- |  | ---------------------------------------------------------

53

---

# Exhibit No.           Description

---

|(21) | 10.58 |  | 2003 Employee Stock Purchase Plan.*
|---- | ----- |  | -----------------------------------

|(22) | 10.59 |  | 2003 Non-Employee Directors Stock Award and Option Plan*
|---- | ----- |  | --------------------------------------------------------

|(23) | 10.61 |  | Fourth Amendment to Revolving Credit Agreement dated November 13, 2003 by and among U.S. Xpress Enterprises, Inc., Fleet Capital Corporation, as Administrative Agent, Fleet Securities, Inc., as Arranger, LaSalle Bank National Association, as Syndication Agent and the participating Lenders thereon.
|---- | ----- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(24) | 10.60 |  | Third Amendment to Revolving Credit
Agreement dated February 14, 2003 by and among U.S. Xpress Enterprises, Inc., Fleet Capital Corporation,
as Administrative Agent, Fleet Securities, Inc., as Arranger, LaSalle Bank National Association, as Syndication Agent
and the participating Lenders thereon.
|---- | ----- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(25) | 16 |  | Letter from Arthur Andersen LLP to the Securities and Exchange Commission dated May 17, 2002.
|---- | -- |  | ---------------------------------------------------------------------------------------------

| | 21 |  | List of the current subsidiaries of the Company.
| | -- |  | ------------------------------------------------

| | 23.1 |  | Consent of Ernst & Young LLP.
| | ---- |  | -----------------------------

| | 23.2 |  | Statement Concerning Absence of Current Written Consent of Arthur Andersen LLP.
| | ---- |  | -------------------------------------------------------------------------------

| | 31.1 |  | Certification pursuant to Exchange Act Rules 13a-15(e) and 15 d - 15(e) as adopted pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002.
| | ---- |  | ------------------------------------------------------------------------------------------------------------------------------------------------

| | 31.2 |  | Certification pursuant to Exchange Act Rules 13a-15(e) and 15 d - 15(e) as adopted pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002.
| | ---- |  | ------------------------------------------------------------------------------------------------------------------------------------------------

| | 31.3 |  | Certification pursuant to Exchange Act Rules 13a-15(e) and 15 d - 15(e) as adopted pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002.
| | ---- |  | ------------------------------------------------------------------------------------------------------------------------------------------------

| | 32.1 |  | Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
| | ---- |  | ----------------------------------------------------------------------------------------------------------------------

| | 32.2 |  | Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
| | ---- |  | ----------------------------------------------------------------------------------------------------------------------

---

| | *    |  | Indicates management contract or compensatory plan or arrangement                                                            
| | ---- |  | -----------------------------------------------------------------------------------------------------------------------------
| | (1)  |  | Filed in Registration Statement on Form S-1 dated May 20, 1994. (SEC File No. 33-79208)                                      
| | (2)  |  | Filed in Pre-Effective Amendment No. 2 to Registration Statement on Form S-1 dated October 4,1994. (SEC    File No. 33-79208)
| | (3)  |  | Filed in Form 10-Q dated November 17, 1994 (SEC Commission File No. 0-24806)                                                 
| | (4)  |  | Filed in Form 10-Q dated November 10, 1995 (SEC Commission File No. 0-24806)                                                 
| | (5)  |  | Filed in Form 10-Q dated February 13, 1996 (SEC Commission File No. 0-24806)                                                 
| | (6)  |  | Filed in Form 10-Q dated November 14, 1996 (SEC Commission File No. 0-24806)                                                 
| | (7)  |  | Filed in Form 10-K dated March 31, 1997 (SEC Commission File No. 0-24806)                                                    
| | (8)  |  | Filed in Registration Statement Form S-1 dated August 19, 1997                                                               
| | (9)  |  | Filed in Form 8-K dated January 29, 1998 (SEC Commission File No. 0-24806)                                                   
| | (10) |  | Filed in Form 10-Q dated March 31, 1998 (SEC Commission File No. 0-24806)                                                    
| | (11) |  | Filed in Form S-4 dated July 30, 1998 (SEC Commission File No. 333-59377)                                                    
| | (12) |  | Filed in Form 10-Q dated March 31, 2000 (SEC Commission File No. 0-24806)                                                    
| | (13) |  | Filed in Form 10-Q dated June 30, 2000 (SEC Commission File No. 0-24806)                                                     
| | (14) |  | Filed in Form 10-K dated April 2, 2001 (SEC Commission File No. 0-24806)                                                     
| | (15) |  | Filed in Form 10-Q dated June 30, 2001 (SEC Commission File No. 0-24806)                                                     

54

---

| | (16) |  | Filed in Form 8-K dated December 28, 2001 (SEC Commission File No. 0-24806)                        
| | ---- |  | ---------------------------------------------------------------------------------------------------
| | (17) |  | Filed in Form 10-K dated April 1, 2002 (SEC Commission File No. 0-24806)                           
| | (18) |  | Filed in Form 10-Q dated May 15, 2002 (SEC Commission File No. 0-24806)                            
| | (19) |  | Filed in Form 10-Q dated November 14, 2002 (SEC Commission File No. 0-24806)                       
| | (20) |  | Filed as Annex A to the 2002 Proxy Statement dated April 15, 2002 (SEC Commission File No. 0-24806)
| | (21) |  | Filed as Annex A to the 2003 Proxy Statement dated April 10, 2003 (SEC Commission File No. 0-24806)
| | (22) |  | Filed as Annex B to the 2003 Proxy Statement dated April 10, 2003 (SEC Commission File No. 0-24806)
| | (23) |  | Filed in Form 10-Q dated September 30, 2003 (SEC Commission File No. 0-24806)                      
| | (24) |  | Filed in Form 10-K dated December 31, 2003 (SEC Commission File No. 0-24806)                       
| | (25) |  | Filed in Form 8-K dated May 17, 2002 (SEC Commission File No. 0-24806)                             

55

---

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d)
 of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its
 behalf by the undersigned, thereunto duly authorized on the 15th day of March, 2004.

|March 15, 2004 |  | U.S. XPRESS ENTERPRISES, INC.BY: /s/ Ray M. HarlinRay M. HarlinChief Financial Officer
|-------------- |  | ----------------------------------------------------------------------------------------------------

Pursuant to the requirements of the Securities Exchange
 Act of 1934, this report has been signed below by the following persons on behalf of the registrant
 in the capacities and on the dates indicated.

|Signature               | Title | Date
|----------------------- | ----- | ----
|                        |       |     
|/s/Patrick E. Quinn     |       |     
|                        |       |     
|Patrick E. Quinn        |       |     
|                        |       |     
|                        |       |     
|/s/Max L. Fuller        |       |     
|                        |       |     
|Max L. Fuller           |       |     
|                        |       |     
|                        |       |     
|/s/Ray M. Harlin        |       |     
|                        |       |     
|Ray M. Harlin           |       |     
|                        |       |     
|                        |       |     
|                        |       |     
|/s/Jeffrey S. Wardeberg |       |     
|                        |       |     
|Jeffrey S. Wardeberg    |       |     
|                        |       |     
|                        |       |     
|/s/James E. Hall        |       |     
|                        |       |     
|James E. Hall           |       |     
|                        |       |     
|                        |       |     
|/s/Robert J. Sudderth   |       |     
|                        |       |     
|Robert J. Sudderth, Jr  |       |     
|                        |       |     
|                        |       |     
|/s/John W. Murrey, III  |       |     
|                        |       |     
|John W. Murrey, III     |       |     

56

---

EXHIBIT 21

# Subsidiaries of U.S. Xpress Enterprises, Inc. For Year Ended December 31, 2003

|                                                   
|---------------------------------------------------
|U.S. Xpress, Inc., a Nevada corporation            
|U.S. Xpress Leasing, Inc., a Tennessee corporation 
|Xpress Global Systems, Inc., a Georgia corporation 
|Xpress Company Store, Inc., a Tennessee corporation
|Xpress Air, Inc., a Tennessee corporation          
|Xpress Holdings, Inc., a Nevada coropration        
|Xpress Colorado, Inc., a Georgia corporation       
|Xpress Nebraska, Inc., a Nebraska corporation      
|Colton Xpress, LLC, a California corporation       



---

EXHIBIT 23.1

# CONSENT OF INDEPENDENT AUDITORS

We consent to the incorporation by reference in the
 Registration Statements on Form S-8 (File No. 33-91238, File No. 33-94878, File No. 33-99728, File No.
 333-105226, File No. 333-105227 and File No. 333-105232) of U.S. Xpress Enterprises, Inc. and subsidiaries
 of our report dated February 2, 2004, with respect to the consolidated financial statements of U.S.
 Xpress Enterprises, Inc. and subsidiaries included in this Form 10-K for the year ended December 31,
 2003.

Our audit also included financial statement Schedule
 II for the years ended December 31, 2003 and 2002 of U.S. Xpress Enterprises, Inc. and subsidiaries
 listed in Item 15(a). This schedule is the responsibility of the Companys management. Our responsibility
 is to express an opinion based on our audits. In our opinion, the financial schedule referred to above,
 when considered in relation to the basic financial statements taken as a whole, presents fairly in all
 material respects the information set forth therein. Financial Statement Schedule II for the year ended
 December 31, 2001 listed in Item 15(a) was audited by other auditors who have ceased operations and
 whose report dated January 29, 2002 expressed an unqualified opinion on the Schedule.

/s/ ERNST & YOUNG LLP

Chattanooga, Tennessee March 11, 2004

---

EXHIBIT 23.2

# U.S. XPRESS ENTERPRISES, INC. STATEMENT CONCERNING ABSENCE OF CURRENT WRITTEN CONSENT OF ARTHUR ANDERSEN LLP

Section 11(a) of the Securities Act of 1933, as amended,
 provides that if part of a registration statement at the time it becomes effective contains an untrue
 statement of a material fact, or omits a material fact required to be stated therein necessary to make
 the statements therein not misleading, any person acquiring a security pursuant to such registration
 statement (unless it is proved that at the time of such acquisition such person knew of such untruth
 or omission) may assert a claim against, among others, an accountant who has consented to be named as
 having certified any part of the registration statement or as having prepared any report for use in
 connection with the registration statement.

Effective May 17, 2002, the Company determined not
 to engage Arthur Andersen LLP as its independent auditors for fiscal 2002 and engaged Ernst & Young
 LLP to replace Arthur Andersen LLP. On August 31, 2002, Arthur Andersen LLP voluntarily ceased to audit
 public companies and it is no longer licensed to practice as a public accountant. As a result, after
 reasonable efforts, we are unable to obtain Arthur Andersens written consent to the incorporation by
 reference, from our annual report on Form 10-K for the year ended December 31, 2003, of Arthur Andersens
 audit report with respect to the Companys financial statements as of December 31, 2001 and for the
 three years then ended, which by inclusion in said Form 10-K would be incorporated by reference into
 previously filed Registration Statements of U.S. Xpress Enterprises, Inc. under the Securities Act (File
 numbers 33-91238, 33-94878, 33-99728 and 333-37795).

Under these circumstances, Rule 437a under the Securities
 Act of 1933 permits the Company to file this Form 10-K without a written consent from Arthur Andersen.
 However, as a result, Arthur Andersen will not have any liability under Section 11(a) of the Securities
 Act for any untrue statements of a material fact contained in the financial statements audited by Arthur
 Andersen or any omissions of a material fact required to be stated therein. Accordingly, individuals,
 their successors or assigns may be unable to assert a claim against Arthur Andersen under Section 11(a)
 of the Securities Act with respect to such financials. The Company believes, however, that other persons
 who may be liable under Section 11(a) of the Securities Act, including the Companys officers and directors,
 may still rely on Arthur Andersens audit reports as being made by an expert under the due diligence
 defense provision of Section 11(b) of the Securities Act.

---

Exhibit 31.1

# CERTIFICATIONS

I, Ray M. Harlin, certify that:

| | 1. | I have reviewed this annual report on Form 10-K of U.S. Xpress Enterprises, Inc.;
| | -- | ---------------------------------------------------------------------------------

| | 2. | Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 3. | Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 4. | The registrants other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and we have:
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|b) | Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this annual report based on such evaluation; and
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|c) | Disclosed in this annual report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 5. | The registrants other
certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial

reporting, to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent functions):
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal controls over financial reporting.
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Date:     March 15, 2004

| |  | BY: /s/ RAY M. HARLINTITLE: Ray M. Harlin, Chief Financial Officer
| |  | ----------------------------------------------------------------------------------------------

---

Exhibit 31.2

# CERTIFICATIONS

I, Patrick E. Quinn, certify that:

| | 1. | I have reviewed this annual report on Form 10-K of U.S. Xpress Enterprises, Inc.;
| | -- | ---------------------------------------------------------------------------------

| | 2. | Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 3. | Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 4. | The registrants other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and we have:
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|b) | Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this annual report based on such evaluation; and
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|c) | Disclosed in this annual report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 5. | The registrants other certifying
officers and I have disclosed, based on our most recent evaluation of internal control over
financial reporting, to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent functions):
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal controls over financial reporting.
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Date:     March 15, 2004

| |  | BY: /s/ PATRICK E. QUINNTITLE: Patrick E. Quinn, President
| |  | --------------------------------------------------------------------------------------

---

Exhibit 31.3

# CERTIFICATIONS

I, Max L. Fuller, certify that:

| | 1. | I have reviewed this annual report on Form 10-K of U.S. Xpress Enterprises, Inc.;
| | -- | ---------------------------------------------------------------------------------

| | 2. | Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 3. | Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 4. | The registrants other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and we have:
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|b) | Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this annual report based on such evaluation; and
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|c) | Disclosed in this annual report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 5. | The registrants other
certifying officers and I have disclosed, based on our most recent evaluation of internal control
over financial reporting, to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent functions):
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal controls over financial reporting.
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Date:     March 15, 2004

| |  | BY: /s/ MAX L. FULLERTITLE: Max L. Fuller, Vice President
| |  | -------------------------------------------------------------------------------------

---

Exhibit 32.1

# Form of 906 Certifications

# CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In
 connection with the Annual Report of U.S. Xpress Enterprises, Inc. (the Company) on Form 10-K for
 the year ending December 31, 2003 as filed with the Securities and Exchange Commission on the date hereof
 (the Report), the undersigned hereby certifies, pursuant to 18 U.S.C. § 1350 (as adopted pursuant
 to § 906 of the Sarbanes-Oxley Act of 2002) that he is the President (the Chief Executive Officer) of
 the Company and that: (1) the Report fully complies with the requirements of Section 13(a) or 15(d)
 of the Securities Exchange Act of 1934, and (2) the information contained in the Report fairly presents,
 in all material respects, the financial condition and results of operations of the Company.

/s/ Patrick E. Quinn
Patrick E. QuinnCo-Chairman of the Board of Directors, President and Treasurer
 Date: March 15, 2004

---

Exhibit 32.2

# 

# CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In
 connection with the Annual Report of U.S. Xpress Enterprises, Inc. (the Company) on Form 10-K for
 the year ending December 31, 2003 as filed with the Securities and Exchange Commission on the date hereof
 (the Report), the undersigned hereby certifies, pursuant to 18 U.S.C. § 1350 (as adopted pursuant
 to § 906 of the Sarbanes-Oxley Act of 2002) that he is the Chief Financial Officer of the Company and
 that: (1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities
 Exchange Act of 1934, and (2) the information contained in the Report fairly presents, in all material
 respects, the financial condition and results of operations of the Company.

/s/ Ray M. HarlinRay M. HarlinExecutive Vice President
 of Finance and Chief Financial Officer Date: March 15, 2004