United States securities and exchange commission logo
February 16, 2023
Eric Fuller
President and Chief Executive Officer
U.S. Xpress Enterprises, Inc.
4080 Jenkins Road
Chatanooga, TN 37421
Re: U.S. Xpress
Enterprises, Inc.
Form 10-K for the
Fiscal Year ended December 31, 2021
Filed March 1, 2022
Response dated
January 19, 2023
File No. 001-38528
Dear Eric Fuller:
We have reviewed your January 19, 2023 response to our comment
letter and have the
following comments. In some of our comments, we may ask you to provide
us with information
so we may better understand your disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your response to these comments, we may have
additional
comments. Unless we note otherwise, our references to prior comments are
to comments in our
December 20, 2022 letter.
Form 10-K for the Fiscal Year ended December 31, 2021
Note 12 - Commitments and Contingencies
Legal Proceedings, page 72
1. We note that revisions
proposed in your response to prior comment 3 include language
clarifying that you are
"...unable to provide a meaningful estimate of the possible loss or
range of loss," in
referring to the California Wage and Hour Class Action Litigation,
Stockholder Claims, and
Stockholder Derivative Action, and will replace disclosures
indicating that
resolution was not expected to have a material adverse effect.
We understand that you
would prefer not to disclose the amounts of damages claimed by
various counterparties.
However, in those instances where you are unable to form an
Eric Fuller
U.S. Xpress Enterprises, Inc.
February 16, 2023
Page 2
estimate of probable loss, or a range of reasonably possible loss, it
follows that you would
be unable to assert that damages claimed by counterparties would not
represent an
exposure to loss that is subject to disclosure pursuant to FASB ASC
450-20-50-3.
If you believe that such amounts are not material, please revise your
disclosure to clarify
and tell us the amounts in your response to this letter. Otherwise, we
believe that you will
need to specify the amounts of damages claimed by the counterparties
in the cases
referenced in your disclosures to comply with the aforementioned
guidance.
Please submit the revisions that you propose, including language that
will appropriately
inform investors of the context in which such disclosures are being
provided and of your
view on the utility of such damages claimed as an indicator of your
actual exposure.
You may contact, Joseph Klinko, Staff Accountant, at (202) 551-3824 or
Karl
Hiller, Branch Chief at (202) 551-3686 with any questions.
FirstName LastNameEric Fuller Sincerely,
Comapany NameU.S. Xpress Enterprises, Inc.
Division of
Corporation Finance
February 16, 2023 Page 2 Office of Energy
& Transportation
FirstName LastName