Private fleet management can be costly and complex—from driver shortages and maintenance to compliance headaches. That’s why more companies are turning to transportation outsourcing as a smarter, more efficient way to move freight. U.S. Xpress offers a smarter way to maximize your operations while minimizing risk: private fleet conversion.

What Is Private Fleet Conversion?

Private Fleet conversion allows you to outsource some of the most challenging parts of running your business and focus on what matters most: growth.

Managing your own private fleet of trucks means you’re in charge of everything. Purchasing and maintaining trucks, recruiting truck drivers, keeping up with DOT regulations, handling insurance, and maintaining on-time deliveries are just a few of the ongoing tasks of running a trucking operation on your own.

Benefits of Outsourcing

Managing your own fleet is no easy task and can take up time better spent on other aspects of your business. By partnering with a top transportation company, like U.S. Xpress, and outsourcing your fleet needs, you get benefits to your business like:

• Cost Efficiency and Predictability

Fleet ownership comes with hidden and not-so-hidden costs. U.S. Xpress’s dedicated fleet solutions offer consistent, predictable transportation costs that make forecasting and planning simple. Let us handle things like recruiting qualified, safe CDL drivers and planning optimized routes with peace of mind, knowing we’ve got it covered.

• Scalable, Right-Sized Capacity

Need to increase your trucking capacity for seasonal spikes or new markets? Fleet outsourcing allows you to scale and stay agile without adding trucks or truck drivers to your payroll. Adjust capacity as you need, on your terms, with private fleet conversion.

• Improved Freight Visibility and Insights

With U.S. Xpress dedicated fleet solutions, you gain full visibility into your freight movement. Our team provides route optimization and detailed performance data so you can make smarter, faster decisions backed by real-time insights.

• Driver Recruitment and Safety

The driver shortage is real. So is the risk of regulatory noncompliance. We handle hiring and training of qualified truck drivers who meet strict safety standards and operate as an extension of your brand. We recruit drivers who prioritize both safety and the customers they serve each day.

• Nationwide Network, Proven Expertise

As one of the top trucking companies in the country, U.S. Xpress has the network, expertise, and team to support your growing business. With decades of industry experience and best-in-class services, like private fleet management, we are here to help you. Gain improved reliability and reach more customers with our proven, dedicated fleet solutions.

A Smarter Path Forward with U.S. Xpress

By moving to a dedicated fleet solution with U.S. Xpress, you gain efficiency, cost savings, and strategic focus—without sacrificing control. We partner with you to deliver top-quality results that benefit your business and allow you to focus on what you do best.

If you’re considering private fleet conversion or looking for ways to improve overall efficiency in your operation, U.S. Xpress is here to help.

Ready to explore the benefits of private fleet conversion? Contact us today to learn how we help businesses like yours meet the demands of today, while growing for the future.

Let’s Build a Dedicated Fleet Solution Together.

That’s when he was introduced to the Department of Defense SkillBridge Program: a military transition assistance program, helping service members gain real-world experience in the civilian workforce before transitioning to a civilian job.

What is the SkillBridge Military Transition Program?

The DOD SkillBridge military transition program offers active-duty service members hands-on career training during their final 180 days of service. It’s designed to ease the transition from military to civilian life by providing:

• Real-world, civilian work experience
• SkillBridge job opportunities that align with your skills and interests
• Paid job training
• Networking opportunities for transitioning service members
• Clarity on “what’s next” after your service
• Higher earning potential from the start
• Career development opportunities with top companies that participate in the SkillBridge program

SkillBridge Program Opportunities with U.S. Xpress

Christina Gindi leads the team at U.S. Xpress that oversees military transition programs like SkillBridge. She works closely with transitioning service members to understand their benefits, career goals, and background to connect them with the right opportunities within the company, kind of like a matchmaker would.

Christina and her team receive more than a dozen SkillBridge program inquiries each month from transitioning service members, figuring out their next steps after service. Her goal is to support candidates through their military transition and give them someone to go to when, inevitably, questions come up. “Don’t be afraid to reach out and ask questions,” Christina advises. “Get the information you need to make the best choice for yourself and your family.”

Christina’s team finds that transitioning military members bring discipline, a strong work ethic, and a willingness to go above and beyond for the job. They ask smart questions, stay curious, and are committed to doing things the right way. Traits like these make transitioning military members standout contributors business-wide.

What Transitioning Service Members Bring to the Workforce

SkillBridge graduate Nathaniel Creech gained valuable interpersonal, organizational, and computer skills, during his time in the Navy. Those skills helped him get into a full-time position after graduation, doing something he loves. “U.S. Xpress was one of the first companies to respond to my resume,” Creech said. “The process was so effortless on my end, thanks to the constant communication from Christina. My questions were answered quickly, and she stayed engaged with me, all the way up to my first day. That kind of support made it clear that U.S. Xpress was the right fit for me.”

Creech joined the team in Dallas and was immediately welcomed. Though he had never stepped inside a commercial motor vehicle before, he quickly learned how to perform inspections, understand the importance of tandem positioning, and even experienced firsthand the dangers of distracted driving—via a driving simulator, of course.

“Not many service members can say they feel this grounded just two months before separation,” he shared. “I’ve found a new sense of belonging and purpose here. I already feel like I have a home outside of the Navy.”

He has brought tremendous value to the Dallas Orientation team and credits his military service with teaching him the skills needed to succeed in civilian life. He loves sharing his experience with SkillBridge and encourages other active-duty service members to take advantage of the opportunity. “If you have family or friends getting ready for military transition, I highly recommend looking into the SkillBridge Program with U.S. Xpress. It’s a unique and extremely valuable experience you won’t get anywhere else,” said Creech.

Nathaniel Creech officially separates from the Navy in late June but is already making a meaningful impact at U.S. Xpress. For him, and many others, SkillBridge is more than just a transition. It’s a launchpad.

To learn more about SkillBridge benefits and the best jobs for transitioning service members at U.S. Xpress, contact us today.

Knight-Swift CEO, Dave Jackson, commented, “We are grateful for the efforts of so many who worked diligently to bring about such a significant transaction in the truckload industry. Against the current backdrop of a particularly difficult business environment, the chance to add one of the largest brands in our industry, with significant opportunity to improve earnings, gain customers and reach more professional drivers, is a compelling part of our plan to drive higher highs and higher lows across successive truckload freight cycles. As we have engaged with more of the U.S. Xpress organization since the announcement, we have even more confidence that our combined efforts will lead to achievement of the profitability targets we communicated. Our cross-functional synergy teams made up of leaders from Knight, Swift, and U.S. Xpress are off to a great start collaborating on plans to share best practices, improve operations and leverage economies of scale – and now they have the green light to fully engage. While the truckload part of the organization focuses on achieving the goals we have laid out for U.S. Xpress, our LTL and M&A teams remain focused on our strategic priority of continuing to build out a nationwide LTL network.”

Knight-Swift also is providing an update on current market conditions as management anticipates that consolidated second-quarter results will be lower than previously expected. This decline in operating performance is largely driven by the full truckload market, where persistently soft demand has caused volumes and pricing to be under greater pressure than originally anticipated, while costs remain stable on a sequential basis. This dynamic is expected to drive an estimated 1,100-1,200 basis point degradation in consolidated operating margins year-over-year for the quarter. The Company expects to update its annual earnings guidance to reflect the current operating conditions and outlook as well as the inclusion of U.S. Xpress for the back half of the year in conjunction with its scheduled earnings release and presentation on July 20, 2023.

About U.S. Xpress

U.S. Xpress is based in Chattanooga, Tennessee and generated approximately $2.2 billion in total operating revenue in 2022 while serving its blue-chip customer base through a network of approximately 14 facilities, primarily located across the eastern United States. U.S. Xpress’ fleet includes approximately 7,200 tractors and 15,000 trailers, including tractors provided by approximately 900 independent contractors. The company’s highly skilled workforce includes approximately 7,700 drivers (including independent contractors), 300 maintenance technicians, and 1,900 non-driver employees.

About Knight-Swift

Knight-Swift Transportation Holdings Inc. is one of North America’s largest and most diversified freight transportation companies, providing multiple truckload transportation, less-than-truckload, logistics, and business services to the shipping and transportation sectors. Knight-Swift uses a nationwide network of business units and terminals in the United States and Mexico to serve customers throughout North America. In addition to operating the country’s largest tractor fleet, Knight-Swift also contracts with third-party equipment providers to provide a broad range of services to its customers while creating quality driving jobs for driving associates and successful business opportunities for independent contractors.

Chattanooga, Tenn. (May 12, 2023) – U.S. Xpress recently honored 149 professional truck drivers for more than 218 million combined miles of safe driving. This group of elite drivers hit these safe driving milestones during the 2022 calendar year, and were honored this week in an awards ceremony in downtown Chattanooga, Tennessee, and a reception at the company’s headquarters.

“Every year, we look forward to celebrating the professional drivers who are the backbone of our company,” said U.S. Xpress President and CEO Eric Fuller. “These professionals all have decades of experience in making goods move better, and it’s a privilege to bring them together for a few days of recognition and celebration.”

This year, U.S. Xpress celebrated a history-making four 4 Million Milers:

Randy Earl: A back-to-back over-the-road Team Driver of the Year winner, Randy is a longtime trainer who has helped launch successful careers for lots of other professional drivers.

Guy Moore: A professional driver for U.S. Xpress for 27 years, Guy has teamed with his wife, Linda Brown, for 20 years.

Robert and Kendra Kennedy: This husband-and-wife duo have been driving together for nearly 30 years, and have been with U.S. Xpress all that time.

In addition, U.S. Xpress honored 14 professional drivers who have driven 3 million safe miles, and 29 drivers for driving 2 million safe miles. Also recognized were seven Drivers of the Year, and one Trainer of the Year.

It takes about a decade of moving goods safely to earn Million Miler status. To put the miles in perspective, 1 million miles is equal to about 40 times around the Earth, or more than four trips to the moon and back.

The Million Miler celebration is a two-day event hosted by U.S. Xpress for drivers and their guests, which has been a company tradition since 1995. In addition to the awards ceremony, drivers were celebrated by office employees in an Honored Driver Walk of Fame and breakfast at company headquarters followed by an afternoon of activities and socializing in downtown Chattanooga with office staff and company leadership. Each driver also received a personalized award and company merchandise, including Million Miler jackets.

This year’s honored drivers are:

About U.S. Xpress

U.S. Xpress is on a mission to make goods move better every day. Since its founding in 1985, the company has evolved into a vital link in the supply chain, providing a portfolio of capacity solutions for its customers. This includes an established Dedicated fleet servicing some of the nation’s largest shippers, along with innovative over-the-road (OTR) and brokerage solutions. Variant is the company’s driver-first OTR division. U.S. Xpress’ brokerage offering, Xpress Technologies, provides greater capacity for shippers, and tools and resources to help carriers better manage and grow their businesses.

Highlights

• Knight-Swift revenue base to grow by nearly 30%; Knight-Swift management targets high-80s adjusted operating ratio⁽¹⁾ and mid-teens return on invested capital⁽¹⁾ for U.S. Xpress by calendar 2026
• U.S. Xpress stockholders to receive 310% premium over U.S. Xpress’ closing stock price on March 20, 2023; U.S. Xpress Special Committee determined compelling cash consideration maximizes value for U.S. Xpress stockholders
• U.S. Xpress brand and separate operations to continue
• Knight-Swift growth and diversification strategy remains intact, with low leverage and strong cash flows to support ongoing national LTL build-out and full range of capital allocation alternatives

Knight-Swift CEO, Dave Jackson, commented, “The opportunity to add one of the largest and most well-known brands in our industry, with significant opportunity to improve earnings, gain customers and reach more professional drivers, was very compelling to us. We expect to apply the same playbook that proved successful in the Knight-Swift merger as we share best practices, improve operations and work together to help U.S. Xpress become the best that it can be. Although it will take time, particularly given the current freight environment, we would not have pursued the transaction unless we were confident in achieving our return thresholds within a few years. Beyond that, we will continue to work with the U.S Xpress team in pursuit of the performance levels of our other truckload businesses over the next several years, so the opportunity for our stockholders is substantial. Moreover, this transaction will not slow down the geographic expansion of our LTL network or our other growth initiatives, as our financial and other resources remain significant.”

U.S. Xpress CEO, Eric Fuller, said: “We are very pleased to deliver to our stockholders the opportunity for near-term liquidity at a significant premium. Additionally, joining the Knight-Swift team is an exciting opportunity for our people, our customers, and the Chattanooga and other communities we call home. The increased scale, operating expertise and resources of the combined entity will allow U.S. Xpress to pursue new levels of service and efficiency. We’re delighted that U.S. Xpress will continue to operate as an independent brand and will do so with the support and partnership of one of North America’s strongest transportation companies.”

John Rickel, Lead Independent Director and Chair of the U.S. Xpress Special Committee, said: “The Special Committee evaluated the transaction against the company’s standalone prospects and current macroeconomic environment and unanimously determined that the compelling and certain cash consideration is in the best interest of all U.S. Xpress stakeholders and maximizes value for its stockholders. Knight-Swift is a proven operator with a strong track record in the industry, and we are confident this transaction is the best path forward for U.S. Xpress.”

Strategic Rationale and Financial Goals

A slide presentation containing additional information about the transaction and goals has been posted to Knight-Swift’s investor relations site at investor.knight-swift.com.

Based on 2022 results, U.S. Xpress is expected to add approximately $2.2 billion in total operating revenue (including $1.8 billion in truckload revenue), 7,200 tractors, and 14,400 trailers to Knight-Swift’s consolidated enterprise. After the transaction, Knight-Swift’s consolidated revenue run-rate is expected to approach $10 billion, while the truckload fleet will have approximately 25,000 tractors and 93,000 trailers.

For 2022, U.S. Xpress total revenue comprised approximately 36% dedicated truckload, 34% U.S. Xpress Inc. irregular route truckload, 14% Total Transportation of Mississippi irregular route truckload, and 16% brokerage. Portions of the U.S. Xpress business are performing reasonably well, such as the Total Transportation subsidiary, while the most underperforming irregular route business unit matches up well with Knight-Swift’s strengths.

The transaction is expected to be accretive to Knight-Swift’s adjusted earnings per share⁽¹⁾starting in 2024. Knight-Swift is targeting a high-80s adjusted operating ratio⁽¹⁾ by calendar 2026, producing a mid-teens return on invested capital⁽¹⁾ for the consolidated U.S. Xpress business unit. Further, management expects the U.S. Xpress truckload business to perform similarly to Knight-Swift’s other truckload business units over time based on Knight-Swift’s historical execution and success with acquisitions.

Knight-Swift operates one of the largest asset-based truckload fleets in North America while delivering leading profitability. The truckload business generates most of the capital Knight-Swift deploys for growth, diversification, and returning capital to shareholders, such as the $1.5 billion invested in acquisitions in the less-than-truckload sector and $733 million spent on share buybacks and dividends over the past three years. For perspective, in 2013, the year before the acquisition of Barr-Nunn, Knight Transportation’s truckload segment generated $822 million in revenue and $106 million in GAAP operating income (12.9% operating margin). By 2022, through internal growth and several acquisitions, Knight-Swift’s consolidated truckload segment generated $4.5 billion in revenue and $747 million in GAAP operating income (16.5% operating margin).

Transaction Terms

In the transaction, U.S. Xpress stockholders will receive $6.15 per share in cash for each outstanding share of U.S. Xpress Class A and Class B common stock, except Max Fuller, Executive Chairman of U.S. Xpress, and Eric Fuller and related entities (collectively, the “Fullers”) will rollover a portion of their shares of U.S. Xpress into an approximately 10% interest in a new Knight-Swift subsidiary formed to hold the U.S. Xpress business post-closing. The rollover interests will be subject to optional and mandatory redemption provisions based on the future performance of the U.S. Xpress business post-closing. As minority owners in the future U.S. Xpress, the Fullers will have a continuing economic interest and be fully aligned with Knight-Swift in ensuring that U.S. Xpress is best positioned for success, including by fostering ongoing relationships with key customers and vendors, and maintaining other important business relationships. Additionally, the Fullers have agreed to certain restrictive covenants.

The total enterprise value of $808 million for U.S. Xpress represents Knight-Swift assuming U.S. Xpress’ $484 million of outstanding debt and finance leases and purchasing its outstanding equity for $324 million, or $6.15 per share, and excludes its $336 million of operating lease liabilities for the purposes of this calculation (debt and lease balances as of December 31, 2022). As of December 31, 2022, U.S. Xpress had approximately $96 million in outstanding borrowings under its secured revolving credit facility and $388 million in other long-term debt and finance leases. Knight-Swift expects to repay and terminate the U.S. Xpress secured revolving credit facility at closing while seeking to retain in place U.S. Xpress’ existing primarily fixed-rate equipment and real estate financing arrangements. Knight-Swift had approximately $1.3 billion unrestricted cash and available liquidity on December 31, 2022, a portion of which will fund the transaction.

Transition Plan

After the closing of the transaction, U.S. Xpress will continue as a separate brand and operation to minimize disruptions for the driving associates, shop and office employees, and customers. At the same time, cross-functional teams made up of leaders from Knight, Swift, and U.S. Xpress will work together to leverage economies of scale, freight network efficiencies, and best practices.

Through closing, U.S. Xpress will continue to be led by its current senior management. At closing, the Fullers along with Eric Peterson, CFO, will transition out of their executive officer roles while remaining available to ensure a smooth transition. Tim Harrington and Josh Smith, both executives at Swift and members of the teams that helped achieve significant margin improvement following the Knight-Swift merger, will join U.S. Xpress as President and CFO, respectively. Tim and Josh will be supported by Knight-Swift’s deep bench of subject matter experts, and their prior transition experience is expected to make them excellent partners for working with the U.S. Xpress team.

Mr. Jackson commented: “The Fuller family, along with their co-founders, the Quinns, built one of the largest and fastest growing truckload carriers in the country, which is a significant accomplishment in such a fiercely competitive industry. We’re honored to lead the next phase of U.S. Xpress’ development, and we are pleased that the Fullers are willing to link a portion of their economic outcome to ours to mitigate the transition risk and will be aligned with us in ensuring that U.S. Xpress becomes the best it can be.”

Approvals and Expected Timing

The transaction is not conditioned on financing and is subject to regulatory and other customary conditions, including approval of holders of a majority of the voting power of the outstanding shares of U.S. Xpress Class A and Class B Common Stock voting together, approval of holders of a majority of the outstanding shares of each class of U.S. Xpress common stock, voting separately, and approval of holders of a majority of all outstanding U.S. Xpress’ shares not held by the Fullers, the officers and directors of U.S. Xpress, or Knight-Swift (a “majority-of-the minority approval”).

The Fullers, which together hold approximately 29% of the outstanding shares of U.S. Xpress common stock representing approximately 58% of the U.S. Xpress voting power, have delivered to the members of the U.S. Xpress Special Committee an irrevocable proxy to vote their shares in favor of the transaction. Upon completion of the transaction, which is expected late in the second quarter or early third quarter of 2023, U.S. Xpress will de-list from the New York Stock Exchange.

Advisors

Scudder Law Firm, P.C., L.L.O. of Lincoln, Nebraska served as Knight-Swift’s transaction and legal advisor, and Fried, Frank, Harris, Shriver & Jacobson LLP served as its legal advisor in connection with the transaction. J.P. Morgan Securities LLC served as exclusive financial advisor to the Special Committee of independent directors of the U.S. Xpress board of directors, and King & Spalding LLP served as its legal advisor. Holland & Hart LLP served as legal advisor to the Fuller family.

About U.S. Xpress

U.S. Xpress is based in Chattanooga, Tennessee and generated approximately $2.2 billion in total operating revenue in 2022 while serving its blue-chip customer base through a network of approximately 14 facilities, primarily located across the eastern United States. U.S. Xpress’ fleet includes approximately 7,200 tractors and 14,400 trailers, including tractors provided by approximately 1,000 independent contractors. The company’s highly skilled workforce includes approximately 7,900 drivers (including independent contractors), 300 maintenance technicians, and 2,200 non-driver employees.

About Knight-Swift

Knight-Swift Transportation Holdings Inc. is one of North America’s largest and most diversified freight transportation companies, providing multiple truckload transportation, less-than-truckload, logistics, and business services to the shipping and transportation sectors. Knight-Swift uses a nationwide network of business units and terminals in the United States and Mexico to serve customers throughout North America. In addition to operating the country’s largest tractor fleet, Knight-Swift also contracts with third-party equipment providers to provide a broad range of services to its customers while creating quality driving jobs for driving associates and successful business opportunities for independent contractors.

Additional Information about the Transaction and Where to Find It

This communication is being made in respect of the proposed acquisition by Knight-Swift of U.S. Xpress. A meeting of the stockholders of U.S. Xpress will be held to seek stockholder approval in connection with the proposed acquisition. U.S. Xpress will file with the Securities and Exchange Commission (“SEC”) a proxy statement and other relevant documents in connection with the proposed transaction. The definitive proxy statement will be sent or given to the stockholders of U.S. Xpress and will contain important information about the proposed transaction and related matters. INVESTORS AND STOCKHOLDERS OF U.S. XPRESS SHOULD READ THE DEFINITIVE PROXY STATEMENT AND OTHER RELEVANT MATERIALS CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT U.S. XPRESS, KNIGHT-SWIFT, AND THE TRANSACTION. Investors may obtain a free copy of these materials (when they are available) and other documents filed by U.S. Xpress with the SEC at the SEC’s website at www.sec.gov, at U.S. Xpress’s website at www.usxpress.com or by sending a written request to the U.S. Xpress’s Secretary at 4080 Jenkins Road, Chattanooga, Tennessee 37421.

Participants in the Solicitation

U.S. Xpress and its directors, executive officers and certain other members of management and employees may be deemed to be participants in soliciting proxies from its stockholders in connection with the transaction. Information regarding the persons who may, under the rules of the SEC, be considered to be participants in the solicitation of U.S. Xpress’s stockholders in connection with the transaction will be set forth in U.S. Xpress’s definitive proxy statement for its stockholder meeting. Additional information regarding these individuals and any direct or indirect interests they may have in the transaction will be set forth in the definitive proxy statement when it is filed with the SEC in connection with the transaction.

Forward Looking Statements

This communication contains “forward-looking statements,” within the meaning of Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934 and the Private Securities Litigation Reform Act of 1995 that provides a safe harbor for forward-looking statements, including statements relating to the completion of the transaction, all statements that do not relate solely to historical or current facts, and expectations, intentions or strategies regarding the future. These forward-looking statements are generally denoted by the use of words such as “anticipate,” “believe,” “expect,” “intend,” “aim,” “target,” “plan,” “continue,” “estimate,” “project,” “may,” “will,” “should,” “could,” “would,” “predict,” “potential,” “ongoing,” “goal,” “can,” “seek,” “designed,” “likely,” “foresee,” “forecast,” “project,” “hope,” “strategy,” “objective,” “mission,” “continue,” “outlook,” “potential,” “feel,” and similar expressions. However, the absence of these words or similar expressions does not mean that a statement is not forward-looking. Statements in this announcement that are forward looking may include, but are not limited to, statements regarding the benefits of the proposed transaction with U.S. Xpress and the associated integration plans, expected synergies and revenue opportunities, expected branding, anticipated future operating performance and results of Knight-Swift, including statements regarding anticipated earnings, margins, and cash flows, anticipated future liquidity, anticipated availability of future resources, financial or otherwise, anticipated growth opportunities, anticipated fleet size, the availability of the transaction consideration, the expected management and governance of U.S. Xpress following the transaction and the expected timing of the closing of the proposed transaction and other transactions contemplated by the proposed transaction. By their nature, all forward-looking statements are not guarantees of future performance or results and are subject to risks and uncertainties that are difficult to predict and/or quantify. Such risks and uncertainties include, but are not limited to: the occurrence of any event, change or other circumstance that could give rise to the right of Knight-Swift or U.S. Xpress or both of them to terminate the proposed transaction, including circumstances requiring U.S. Xpress to pay Knight-Swift a termination fee pursuant to the transaction agreement; the failure to obtain applicable regulatory or U.S. Xpress stockholder approval in a timely manner or otherwise; the risk that the transaction may not close in the anticipated timeframe or at all due to one or more of the other closing conditions to the transaction not being satisfied or waived; the risk that there may be unexpected costs, charges or expenses resulting from the proposed transaction; risks related to the ability of Knight-Swift and U.S. Xpress to successfully integrate the businesses and achieve the expected synergies and operating efficiencies within the expected timeframes or at all and the possibility that such integration may be more difficult, time consuming or costly than expected; risks that the proposed transaction disrupts Knight-Swift’s or U.S. Xpress’ current plans and operations; the risk that certain restrictions during the pendency of the proposed transaction may impact Knight-Swift’s or U.S. Xpress’ ability to pursue certain business opportunities or strategic transactions; risks related to disruption of each company’s management’s time and attention from ongoing business operations due to the proposed transaction; continued and sufficient availability of capital and financing; the risk that any announcements relating to the proposed transaction could have adverse effects on the market price of Knight-Swift’s and/or U.S. Xpress’ common stock or operating results; the risk that the proposed transaction and its announcement could have an adverse effect on the ability of Knight-Swift and U.S. Xpress to retain and hire key personnel, to retain customers and to maintain relationships with each of their respective business partners, suppliers and customers and on their respective operating results and businesses generally; the risk of litigation that could be instituted against the parties to the agreement or their respective directors, affiliated persons or officers and/or regulatory actions related to the proposed transaction, including the effects of any outcomes related thereto; risks related to changes in accounting standards or tax rates, laws or regulations; risks related to unpredictable and severe or catastrophic events, including but not limited to acts of terrorism, war or hostilities (including effects of the conflict in Ukraine), cyber-attacks, or the impact of the COVID-19 pandemic or any other pandemic, epidemic or outbreak of an infectious disease in the United States or worldwide on Knight-Swift’s or U.S. Xpress’ business, financial condition and results of operations, as well as the response thereto by each company; and other business effects, including the effects of industry, market, economic (including the effect of inflation), political or regulatory conditions. Also, Knight-Swift’s and U.S. Xpress’ actual results may differ materially from those contemplated by the forward-looking statements for a number of additional reasons as described in Knight-Swift’s and U.S. Xpress’ respective SEC filings, including those set forth in the Risk Factors section and under any “Forward-Looking Statements” or similar heading in Knight-Swift’s or U.S. Xpress’ respective most recently filed Annual Report on Form 10-K for the year ended December 31, 2022 and Knight-Swift’s and U.S. Xpress’ Current Reports on Form 8-K.

You are cautioned not to place undue reliance on Knight-Swift’s or U.S. Xpress’ forward-looking statements. Knight-Swift’s or U.S. Xpress’ respective forward-looking statements are and will be based upon each company’s management’s then-current views and assumptions regarding Knight-Swift’s proposed transaction with U.S. Xpress, future events and operating performance, and are applicable only as of the dates of such statements. Neither Knight-Swift nor U.S. Xpress assumes any duty to update or revise forward-looking statements, whether as a result of new information, future events, uncertainties or otherwise.

If the proposed transaction is consummated, U.S. Xpress’ stockholders (other than the rollover holders) will cease to have any equity interest in U.S. Xpress and will have no right to participate in its earnings and future growth.

(1) Non-GAAP Financial Measures

This press release includes statement’s regarding Knight-Swift management’s general expectations for Knight-Swift’s future adjusted earnings per share, adjusted operating ratio, and return on invested capital, which are non-GAAP financial measures. Knight-Swift management believes that its general expectations regarding these non-GAAP financial measures are useful to analysts and investors. Knight-Swift is unable to provide without unreasonable effort a reconciliation to GAAP of its general expectations with respect to these forward-looking non-GAAP measures because it is not possible to predict with a reasonable degree of certainty the information necessary to calculate such measures on a GAAP basis because such information is dependent on future events that may be outside of Knight-Swift’s control. The unavailable information could have a significant impact on Knight-Swift’s GAAP financial results.

Adjusted earnings per share is defined as earnings per diluted shares net of amortization of intangibles, impairments, legal accruals, and transaction fees.

Adjusted operating ratio is defined as operating expenses, net of fuel surcharge, amortization of intangibles, impairments, legal accruals, and transaction fees, expressed as a percentage of revenue, excluding fuel surcharge.

Return on invested capital is defined as NOPAT/Invested Capital. NOPAT is defined as adjusted operating income multiplied by an assumed effective income tax rate for financial reporting purposes of 25%. Adjusted operating income is defined as total revenue less fuel surcharge revenue, less operating expenses, net of net of fuel surcharge, amortization of intangibles, impairments, legal accruals, and transaction fees. Invested capital is defined as the cash paid for the equity of U.S. Xpress (including the rollover shares) plus transaction expenses, plus the long-term debt, finance leases, and operating lease right-of-use liabilities assumed in the transaction, net of cash acquired.

For Knight-Swift:
David Jackson, President and CEO, Adam Miller, CFO, or Brad Stewart, Investor Relations
(602) 606-6349

For U.S. Xpress:
Investor Contact: Matt Garvie, Vice President, Investor Relations, (423)-633-7153, mgarvie@usxpress.com

Source: Knight-Swift Transportation Holdings Inc.

“We’re proud to have so many military veterans among our ranks and remain focused on providing great paying jobs, ongoing support, and a sense of community with this important group of team members,” said Wade Lipham, military recruiting specialist at U.S. Xpress.

Lipham also leads the company’s Veteran’s employee resource group (ERG), an employee-led team of veterans, spouses, and others committed to supporting veterans on our team and in the community. The ERG meets monthly and is engaged with a variety of community events year-round.

Military Veterans’ Programs is one of the four pillars of community giving at U.S. Xpress, with fundraising earmarked for a range of community initiatives. Warrior Freedom Service Dogs is the company’s core partner for veteran initiatives. The non-profit provides trained service dogs to military veterans suffering from post-traumatic stress and traumatic brain injuries.

U.S. Xpress supports veterans and causes through a variety of programs, including:

• A Post-9/11 GI Bill Apprenticeship Program for drivers, driver managers, and diesel mechanics. This Veterans Administration-approved program enables veterans to receive competitive pay while gaining valuable work experience in a trade.
• U.S. Xpress partners with the national non-profit, Hiring our Heroes, which helps veterans, transitioning service members, and military spouses find meaningful employment opportunities.
• In addition to Warrior Freedom Service Dogs, U.S. Xpress actively supports other organizations including The National Medal of Honor Heritage Center and Wreaths Across America.

This is the seventh consecutive year U.S. Xpress has been named a Military Friendly Employer by VIQTORY. Companies earning this designation create and elevate the standard for military programs across the globe and have invested in substantive programs to recruit, retain, and advance the veterans and service members within their organizations. Methodology, criteria, and weightings were determined by VIQTORY with input from the Military Friendly Advisory Council of independent leaders in the higher education and military recruitment community.

The Military Times “Best for Vets” designation surveys employers across a range of industries. The survey captures the areas of greatest importance to transitioning service members, veterans, and their families when looking for an employer. The program produces a highly respected analysis of a company’s efforts to recruit, retain, and support current and former service members, military spouses, and military caregivers.

U.S. Xpress Enterprises, Inc. is on a mission to make goods move better every day. Since its founding in 1985, the company has evolved into a vital link in the supply chain, providing a portfolio of capacity solutions for its customers. This includes an established Dedicated fleet servicing some of the nation’s largest shippers, along with innovative over-the-road (OTR) and brokerage solutions. Variant, the company’s driver-first OTR division, is one of the fastest-growing fleets in the industry. U.S. Xpress’ brokerage offering, Xpress Technologies, provides greater capacity for shippers, and for carriers, tools and resources to better manage and grow their business. Powered by nearly 9,000 professionals, these businesses are driving innovation across the industry and helping to shape the future of logistics.

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USX Corporate
Source: U.S. Xpress Enterprises, Inc.
Mary Fortune, Director, Corporate Communications
mfortune@usxpress.com

The purpose of the ATA Diversity, Equity and Inclusion (DEI) Change Leader Award is to recognize members who make a commitment to a culture of acceptance and belonging for their employees. The award encourages innovation that supports a continued commitment to equal opportunity and recognizes members embracing best practices and developing a culture of acceptance and belonging.

“While we still have a long way to go as a company and an industry, I’m proud of the work we’re doing to assure we continue to attract and retain a diverse and inclusive workforce,” said Eric Fuller, President & CEO of U.S. Xpress. “Our team members tell us they want to live and work in diverse and inclusive communities, and for companies like U.S. Xpress that share that vision.”

U.S. Xpress has a range of initiatives focused on maintaining an inclusive workplace, including an Inclusion & Diversity Council, five employee resource groups (women’s, veterans, multicultural, pride, and faith-based), strong connections with community partners, and engagement in a range of initiatives within the logistics industry.

The company has been certified as a Great Place to Work, was named to the Human Rights Campaign’s Corporate Equality Index, and is annually recognized as a top employer for military veterans. U.S. Xpress Enterprises, Inc. is on a mission to make goods move better every day. Since its founding in 1985, the company has evolved into a vital link in the supply chain, providing a portfolio of capacity solutions for its customers. This includes an established Dedicated fleet servicing some of the nation’s largest shippers, along with innovative over-the-road (OTR) and brokerage solutions. Variant, the company’s driver-first OTR division, is one of the fastest-growing fleets in the industry. U.S. Xpress’ brokerage offering, Xpress Technologies, provides greater capacity for shippers, and for carriers, tools and resources to better manage and grow their business. Powered by nearly 9,000 professionals, these businesses are driving innovation across the industry and helping to shape the future of logistics

# # #

USX Corporate
Source: U.S. Xpress Enterprises, Inc.
Mary Fortune, Director, Corporate Communications
mfortune@usxpress.com

“We’re excited about this partnership and sharing our deep experience in trucking and logistics with tomorrow’s supply chain leaders,” said Eric Fuller, President & CEO of U.S. Xpress.

The company’s partnership will support 20-25 students at both Ooltewah and Central high schools who are enrolled in the Supply Chain Program. Students enter the program during their freshman year and continue through graduation four years later. The curriculum includes work-based learning opportunities at the company’s headquarters and service centers.

U.S. Xpress executives, Hamilton County Schools administrators, teachers, and students recently gathered at the company’s headquarters to officially complete the agreement.

U.S. Xpress Enterprises, Inc. is on a mission to make goods move better every day. Since its founding in 1985, the company has evolved into a vital link in the supply chain, providing a portfolio of capacity solutions for its customers. This includes an established Dedicated fleet servicing some of the nation’s largest shippers, along with innovative over-the-road (OTR) and brokerage solutions. Variant, the company’s driver-first OTR division, is one of the fastest-growing fleets in the industry. U.S. Xpress’ brokerage offering, Xpress Technologies, provides greater capacity for shippers, and for carriers, tools and resources to better manage and grow their business. Powered by nearly 9,000 professionals, these businesses are driving innovation across the industry and helping to shape the future of logistics.

# # #

USX Corporate
Source: U.S. Xpress Enterprises, Inc.
Mary Fortune, Director, Corporate Communications
mfortune@usxpress.com

Chattanooga, Tenn. (June 10, 2022) –  U.S. Xpress (NYSE: USX) honored 181 professional truck drivers from its U.S. Xpress and Variant brands for their more than 241 million combined miles of safe driving. To put the miles in perspective, that’s equal to 9,678 times around the Earth, or more than 500 trips to the moon and back. This group of elite drivers hit these safe driving milestones during the 2021 calendar year and were honored during an awards ceremony this week at the company’s Chattanooga, Tenn. headquarters.

“Professional truck driving is an often thankless job, so it’s always exciting to bring our most seasoned professionals to town for a few days of recognition and celebration,” said Eric Fuller, president and CEO of U.S. Xpress.

Jim Davis, a 35-year U.S. Xpress Dedicated driver, was the first driver in company history to reach four million safe miles. Also recognized were seven drivers reaching their three million safe driving milestones, 10 Drivers of the Year, and one Trainer of the Year.

The awards ceremony is part of a two-day event hosted by U.S. Xpress for drivers and their guests, which has been a company tradition since 1995. In addition to the awards, drivers were celebrated by office employees in an Honored Driver Walk of Fame and breakfast at company headquarters followed by afternoon of activities and socializing in downtown Chattanooga with office staff and company leadership. Each driver also received a personalized award and company merchandise, including coveted Million Miler jackets.

U.S. Xpress Enterprises, Inc. is on a mission to make goods move better every day. Since its founding in 1985, the company has evolved into a vital link in the supply chain, providing a portfolio of capacity solutions for its customers. This includes an established Dedicated fleet servicing some of the nation’s largest shippers, along with innovative over-the-road (OTR) and brokerage solutions. Variant, the company’s driver-first OTR division, is one of the fastest-growing fleets in the industry. U.S. Xpress’ brokerage offering, Xpress Technologies, provides greater capacity for shippers, and for carriers, tools and resources to better manage and grow their business. Powered by nearly 9,000 professionals, these businesses are driving innovation across the industry and helping to shape the future of logistics.

# # #

USX Corporate
Source: U.S. Xpress Enterprises, Inc.
Mary Fortune, Director, Corporate Communications
mfortune@usxpress.com

SAN FRANCISCO and CHATTANOOGA, Tenn. – May 6, 2022 – Embark Trucks, Inc. (Nasdaq: EMBK, “Embark”), a leading developer of autonomous technology for the trucking industry, today announced that U.S. Xpress (NYSE: USX) has joined the Embark Partner Development Program and plans to add its terminals to the Embark Coverage Map. This partnership marks a significant milestone by adding a fleet’s properties into an autonomous truck developer’s transfer point network.

Embark pioneered the transfer point model in 2019 when the company unveiled its first sites in Los Angeles and Phoenix. Transfer points are used to move freight from driverless, long-haul trucks to driver-enabled trucks for first- and last-mile delivery. Since developing the model, Embark has conducted hundreds of hauls through these sites, refining required transfer point features and developing process flows for important onsite activities.

U.S. Xpress’ nationwide terminal network presents an opportunity for a carrier to leverage its existing real estate footprint to support efficient autonomous trucking operations. Through this partnership, Embark and U.S. Xpress will identify priority terminals based on traffic patterns, customer needs, and technical requirements. The companies will start with two terminals in Sunbelt states, creating a clear path to opening a high-volume lane for autonomous hauling.

The two companies plan to co-develop an onsite operations playbook that captures standard processes for when autonomous trucks enter U.S. Xpress properties. Expected solutions will include gate access, onsite vehicle movement, trailer swap procedures, inspections, data and power management, and more. By developing these procedures now, U.S. Xpress will be able to quickly integrate Embark-powered autonomous trucks as a complement to professional truck drivers within its operations.

“We’ve established U.S. Xpress as a carrier leader in autonomous trucking and this partnership is further evidence of our intention to be an early adopter of autonomous vehicle technology,” said Eric Fuller, President & CEO of U.S. Xpress. “Through this partnership with Embark, we’re taking the next important step in planning and preparing our terminal network to support executing our autonomous strategy.”

“Through our partnership with U.S. Xpress, we have identified a unique opportunity to leverage U.S. Xpress’ existing truck terminals, unlocking a more seamless scaling process,” said Alex Rodrigues, CEO of Embark. “By utilizing existing truck terminals for transfer operations, Embark autonomous trucks will be able to more easily integrate with existing U.S. Xpress network assets such as last-mile driver capacity, parking, and maintenance services.”

About Embark Trucks

Embark Trucks, Inc., a wholly owned subsidiary of Nasdaq-listed Embark Technology, Inc. (Nasdaq: EMBK), is an autonomous vehicle company building the software powering autonomous trucks, focused on improving the safety, efficiency, and sustainability of the nearly $730 billion a year trucking market. Headquartered in San Francisco, CA since its founding in 2016, Embark is America’s longest-running self-driving truck program. The company partners with some of the largest shippers and carriers in the nation, collectively representing over 38,000 trucks.

Embark’s mission is to realize a world where consumers pay less for the things they need, drivers stay close to the homes they cherish, and roads are safer for the people we love. To learn more about Embark, visit embarktrucks.com.

U.S. Xpress Enterprises, Inc. is on a mission to make goods move better every day. Since its founding in 1985, the Company has evolved into a vital link in the supply chain, providing a portfolio of capacity solutions for its customers. This includes an established Dedicated fleet servicing some of the nation’s largest shippers, along with innovative over-the-road (OTR) and brokerage solutions. Variant, the Company’s driver-first OTR division, is one of the fastest-growing fleets in the industry. U.S. Xpress’ brokerage offering, Xpress Technologies, provides greater capacity for shippers, and for carriers, tools and resources to better manage and grow their business. Powered by nearly 9,000 professionals, these businesses are driving innovation across the industry and helping to shape the future of logistics.