Investor Presentation November 2019 1 Our OTR Service Offerings - - PowerPoint PPT Presentation

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Investor Presentation November 2019 1 Our OTR Service Offerings - - PowerPoint PPT Presentation

Our OTR Service Offerings Over-the-Road Overview Investor Presentation November 2019 1 Our OTR Service Offerings Disclaimer and Forward-Looking Statements Over-the-Road Overview Forward-Looking Statements This presentation (the


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Our OTR Service Offerings Over-the-Road Overview

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Investor Presentation

November 2019

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Our OTR Service Offerings Over-the-Road Overview

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Disclaimer and Forward-Looking Statements

Forward-Looking Statements This presentation (the “Presentation”) contains 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 forward-looking statements are made pursuant to the provisions of the Private Securities Litigation Reform Act of 1995, as amended. These forward-looking statements, which involve risks and uncertainties, are generally identified by the use of forward-looking terminology, including the terms “anticipate,” “believe,” “continue,” “could,” “design,” “estimate,” “expect,” “focus,” “forecast,” “foresee,” “goal,” “hope,” “intend,” “likely,” “may,” “might,” “optimistic,” “plan,” “potential,” “predict,” “project,” “seek,” “should,” “strategy,” “target,” “will,” “would” and, in each case, their negative or other various or comparable

  • terminology. All statements other than statements of historical facts contained in this Presentation, including statements regarding the Company’s

strategy, future operations, future financial position, future revenue, projected costs, prospects, plans, objectives of management and expected market growth are forward-looking statements. These statements involve known and unknown risks, uncertainties and other important factors that may cause the Company’s actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed in the section entitled “Item 1A. Risk Factors,” set forth in our Annual Report on Form 10 K for the year ended December 31, 2018. Readers should review and consider the factors discussed in “Item 1A. Risk Factors,” set forth in our Annual Report on Form 10 K for the year ended December 31, 2018, along with various disclosures in our press releases, stockholder reports, and other filings with the Securities and Exchange Commission. These forward-looking statements reflect the Company’s views with respect to future events as of the date of this Presentation and are based on assumptions and subject to risks and uncertainties. Given these uncertainties, you should not place undue reliance on these forward-looking statements. These forward-looking statements represent the Company’s estimates and assumptions only as of the date of this Presentation and, except as required by law, the Company undertakes no obligation to update or review publicly any forward- looking statements, whether as a result of new information, future events or otherwise after the date of this Presentation. You should read this Presentation with the understanding that the Company’s actual future results may be materially different from what we expect. The Company qualifies all of its forward-looking statements by these cautionary statements. Non-GAAP Financial Measures In addition to our net income determined in accordance with U.S. generally accepted accounting principles (‘‘GAAP’’), we evaluate operating performance using certain non-GAAP measures, including Adjusted Operating Ratio, Adjusted Operating Income, Adjusted Net Income Attributable to Controlling Interest, and Adjusted EPS (on a consolidated and, as applicable, segment basis). Management believes the use of non-GAAP measures assists investors and securities analysts in understanding the ongoing operating performance of our business by allowing more effective comparison between periods. Further, management uses non-GAAP Adjusted Operating Ratio, Adjusted Operating Income, Adjusted Net Income Attributable to Controlling Interest, and Adjusted EPS measures on a supplemental basis to remove items that may not be an indicator of performance from period-to-period. The non-GAAP information provided is used by our management and may not be comparable to similar measures disclosed by other companies. The non-GAAP measures used herein have limitations as analytical tools and should not be considered measures of income generated by our business or discretionary cash available to us to invest in the growth of our business. You should not consider the non-GAAP measures used herein in isolation or as substitutes for analysis of our results as reported under GAAP. Management compensates for these limitations by relying primarily on GAAP results and using non-GAAP financial measures on a supplemental basis. Refer to the Appendix section of this Presentation for definitions of Adjusted Operating Ratio, Adjusted Operating Income, Adjusted Net Income Attributable to Controlling Interest, and Adjusted EPS and reconciliations of those measures to the most directly comparable GAAP measures.

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U.S. Xpress – Investment Highlights

4

Continuing Investment in Technology to Increase Momentum on Initiatives Focused on Driver Satisfaction and a Frictionless Order

3

Significant Transformation Underway to Drive Efficiency and Growth

1

Leading North American Truckload Player with a Balanced Portfolio Enjoying Benefits of Scale

5

Internal Improvements + Operating Leverage = A Unique Growth Opportunity

2

Business Model Designed to Take Advantage of All Cycles Complemented by a Diverse Customer Base

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Our OTR Service Offerings Over-the-Road Overview

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  • Fifth-largest asset-based truckload carrier in the U.S.

‒ $1.8bn total operating revenue in FY 2018 ‒ ~7,100 tractors and ~15,000 trailers

  • Complementary asset-based and brokerage service
  • fferings with an allocation strategy designed to
  • ptimize productivity
  • Fully developed terminal networks and scalable
  • Modern tractor fleet with advanced safety & efficiency

features ‒ ~ 2.2 year average tractor age

  • Diversified end markets and blue-chip customer

base of Fortune 500 companies

Leading Truckload Operator Scaled for Success

U.S. Xpress is a Leading Truckload Carrier... …Scaled for Success with Network Breadth & Depth…

Terminal (13) Drop Yard (35) Brokerage (5)

1000+ 500 - 1000 200 - 500 100 - 200 50 - 100 20 - 50 0 - 20 Population per Square Mile by State

  • 1. U.S. Xpress Adjusted Operating Ratio (“Adjusted OR”). See appendix of this presentation for Adjusted OR reconciliation.
  • 2. Tractor and trailer estimates as of 3Q19
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  • Longer-term contracts with

committed rates, lanes and volumes

  • High renewal rate of ~97% of all

contracts after the initial contract term

  • Limited competition with the

scale to compete for larger contracts

  • Earnings resilience

Over-the-Road (“OTR”)

Evolution of Dedicated Portfolio in Q3 2019 Yielded an approximate 6% Increase in Revenue per Tractor Compared to the Prior Year Q3

  • Short-term customer contracts

without volume or capacity guarantees

  • Benefit from supply / demand

imbalance and price volatility

  • Upside potential in strong

market environments

  • Provides services in both

contractual and spot markets

  • “Oversell” asset-based capacity

and broker excess freight to third-party carriers to provide customers with more solutions

  • Select best loads from

aggregate volume to prioritize company margins

  • Minimal capital investment with

high ROIC

Dedicated Brokerage

Complementary Portfolio Balances Market Cycles

2018 Revenue (Ex. FSC) Breakdown by Division (1) (%)

  • 1. ~1-2% attributable to detention and other ancillary charges
  • 2. Represents Q3 2019 vs. Q3 2018 year-over-year change

Benefit to Portfolio Recent Trends

51% 32% 15%

5.8% YoY increase in average revenue per tractor per week Q3(2) 15% YoY decrease in load count in Q3(2) 12.1% YoY decrease in average revenue per tractor per week in Q3(2) Largely attributed to an increase in spot exposure to approximately 25%, with spot rates down 35% YoY The increase in revenue per truck per week was primarily driven by improved execution The decrease was primarily impacted by decreased volumes and pricing

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Retail 34% Food & Beverage 20% E-Commerce and Packages 14% Manufacturing 10% Consumer Products 9% 3PL 5% Paper & Packaging 3% Chemical 3% Automotive 3% Other 1%

Long-Standing, Diverse Customer Base

Customer Mix Relatively Balanced Through Seasonal and Cyclical Swings Long-Standing Blue Chip Customer Base Utilizing Multiple Service Offerings

2018 Customer Mix 8 of our Top 10 Customers use all 3 of our service offerings

Relationships with 8 of our Top 10 Customers exceed 15 years

Our top 50 customers represent 81% of our 2018 revenue

Retail mix is weighted towards discount retail and consumer products

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Strategic Initiatives Fueling Improvement

Fleet Renewal and Maintenance Redesign Program Customer Service Leadership and Culture Transformation Pre- Transformation Freight Selection to Prioritize Our Assets Load Planning Fleet Management

Fleet Quality & Productivity Culture Tactical Execution

  • f On-

Going Initiatives

2014 2015 2016 2017 2018

1 3

2019 Frictionless Order

2

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Our Transformation Began with New Leadership and a Cultural Shift …

Title Industry Experience (yrs) Year Assumed Current Role Eric Fuller CEO & President 18 2015 (President) 2017 (CEO) Eric Peterson CFO 15 2015 Max Fuller Founder, Executive Chairman 46 1985

1

  • Over 70% of our 94 senior positions were upgraded by

both promoting internal high performers and drawing tenured industry experience from respected peers.

Experienced Executive Management Team … … Supported by a Deep Bench of Top Talent “Win the Week”

Culture of Enterprise-level Profitability

Foundation for Key Tactical Initiatives

Key Actions Key Actions

✓ Initiated a major shift in culture ✓ Focus on managing by core metrics: ✓ Rate, Truck Count, Utilization, and Cost ✓ Reconfigured daily operations to hold all employees accountable for metrics within their control ✓ Linked compensation to core metrics

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… … Continued with a Focus on Fleet Quality and Productivity …

Aligned tractor specifications and financing for 475,000 mile trade cycle and operational application

Brought maintenance in-house to improve repair time, reduce downtime and minimize future maintenance issues

Eliminated “silo” approach to our Brokerage platform to increase visibility between segments

Redesigned freight flow between Truckload and Brokerage with proprietary optimization system

Freight Selection to Prioritize Our Assets Fleet Renewal and Maintenance Redesign Program

Our Previous Freight Strategy Our Freight Allocation Redesign

Third-Party Carriers Our Assets Third-Party Carriers Our Assets 1 2

2

Almost none of our tractors need maintenance repairs between regular preventative maintenance intervals

Maintenance cost per mile down vs. 2015

Reduced fleet downtime improves driver experience and opportunity for utilization

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Current Tactical Initiatives Are Accelerating Our Performance

Load Planning

Key Actions

Decreased Driver Turnover

Fleet Management Customer Service

Increased Network Visibility and Balance

Increased Driver Take- Home Pay

3

Initiated in September 2017 for OTR fleet

Instituted an approach that plans loads by drivers’ hours

Extensive process & systems changes

Leveraged trailer-tracking technology ✓ Initiated pilot program in October 2017; rolling out to the remainder of the Solo and Team fleets during 2018 ✓ Redesigned workflow ✓ Emphasize proactive interactions to anticipate and fix issues for drivers ✓ Initiated in January 2018 ✓ Redesigned customer service model ✓ Assigned experts in managing freight flows in and out of regions ✓ One responsible party per market Average Revenue Miles per Tractor per Week (%)

Results

Outperformed Industry Peer Utilization Trends

  • 1. Industry group includes Werner Enterprises, Inc., Covenant Transportation Group, Inc. and USA Truck, Inc. Does not include peers that do not report utilization metrics

USX OTR Utilization YoY Growth Industry Utilization YoY Growth (1) Pre-Initiatives Results of Initiatives

  • 1.0%

5.9% 4.7% 5.8% 0.6%

  • 4.4%
  • 6.7%
  • 5.3%
  • 4.7%
  • 1.4%
  • 2.6%
  • 2.7%
  • 1.8%
  • 5.8%
  • 7.0%
  • 7.6%
  • 5.8%
  • 2.7%

Q1-Q3 '17 vs Q1-Q3 '16 Q4 '17 vs. Q4 '16 Q1 '18 vs. Q1 '17 Q2 '18 vs. Q2 '17 Q3 '18 vs. Q3 '17 Q4 '18 vs. Q4 '17 Q1 '19 vs. Q1 '18 Q2 '19 vs. Q2 '18 Q3 '19 vs. Q3 '18

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Advancing Our Technological Initiatives to Drive Further Operational Improvement

4

100% Frictionless Order

Capitalizing on Digital Technologies to Create Competitive Advantages and Position U.S. Xpress as an Industry Leader Advance the Company’s technology initiatives focused on:

  • Digital load matching
  • Automated load acceptance and prioritization
  • Goal of achieving frictionless order

Eliminate the friction, frustration, and cost associated with “manual gates” and data entry Objectives:

  • Improve driver satisfaction and retention
  • Optimize freight planning
  • Reduce costs
  • Expand capacity

✓ ✓ ✓

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Our Platform and Initiatives are Focused on Our Drivers

What’s To Come

… Has Enabled Us to Maintain and Recently Grow Truck Count in a Challenging Driver Market

Our Commitment to What Matters to Our Drivers…

Maximize Take-Home Pay Optimize Available Hours Full Ride Scholarship Dedicated & Attractive Lanes Robust Training Platform Safe & Efficient Fleet

Average Tractor Count

Redesigned Development Center(s)

6,533 6,300 6,245 6,299 6,201 6,295 6,275 6,285 Q4-17 Q1-18 Q2-18 Q3-18 Q4-18 Q1-19 Q2-19 Q3-19

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Third Quarter Financial Highlights

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Financial Metrics

Total Revenue (Excl. Fuel Surcharge)1 Adjusted Operating Income2 Adjusted Operating Ratio2 Adjusted Net Income2

390,489 422,530 382,858 375,312 402,808 371,184 413,887 386,666

Q4-17 Q4-18 Q1-18 Q1-19 Q2-18 Q2-19 Q3-18 Q3-19

18,520 31,835 14,854 16,038 26,455 9,317 22,892 3,282

Q4-17 Q4-18 Q1-18 Q1-19 Q2-18 Q2-19 Q3-18 Q3-19

95.3% 92.5% 96.1% 95.7% 93.4% 97.5% 94.5% 99.2%

Q4-17 Q4-18 Q1-18 Q1-19 Q2-18 Q2-19 Q3-18 Q3-19

1In January of 2019, we disposed of our Mexico cross-border operations with annual revenues of approximately $50 million 2See GAAP to non-GAAP reconciliation in the Appendix

879 19,494 1,159 7,312 11,286 2,912 16,129 (1,446)

Q4-17 Q4-18 Q1-18 Q1-19 Q2-18 Q2-19 Q3-18 Q3-19

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2.156 2.109 Q3-2018 Q3-2019

Average Revenue per Loaded Mile ($) Average Revenue Miles per Tractor per Week (#) Average Tractors (#)

Commentary

Driven by Momentum in our Core Metrics

Rate Tractor Count Utilization

Recent Operating Metrics Illustrative Sensitivity

Each ~1% movement in rate per mile ($0.02) will have a ~$10 million impact on annual net income(1) Each ~ 1% movement in average tractors (~65 tractors) will have a ~$3 million impact

  • n annual net income(2)

Each ~1% movement in revenue miles per tractor per week will have a ~$3 million impact on annual net income(3) ✓ Spot market exposure pressured rates in the third quarter ✓ Full roll-out of our Fleet Management initiative ✓ Marginal reduction in driver turnover has material impact on seated tractor growth ✓ Utilization impacted by current freight environment ✓ The third quarter of 2019 continued to have excess capacity across the market

  • 1. Assumes 1% change in Q3 2019 average revenue per loaded mile of $2.11. Based on 588,305 total revenue miles (FY 2018)
  • 2. Assumes 1% change in Q3 2019 total tractors. Assumes $3,703 average revenue per tractor per week (Q3 2019) and a 1/3 contribution margin
  • 3. Assumes 1% change in Q3 2019 average miles per tractor. Assumes 6,533 average tractors (Q3 2019), $2.11 average revenue per loaded mile (Q3 2019) and 1/3

contribution margin

6,201 6,533 Q3-2018 Q3-2019 1,802 1,756 Q3-2018 Q3-2019

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✓ Redesigned competency based training

program designed to provide drivers with enhanced skills and abilities

✓ Formally launched in 2018 ✓ Savings being realized as department

matures and as culture evolves

✓ Disposition of U.S.-Mexico cross boarder

business in January 2019 will result in an approximate 3% reduction in non-driver headcount and will reduce other fixed

  • perating costs

✓ Opportunities to reduce insurance costs

and litigation fees through continued focus

  • n programs around the recent investment

in event recorders

Maintenance

✓ Stringent preventative maintenance

program

✓ Zero tolerance for exceptions

Driver Training

Enhanced Profitability with Cost Discipline & De-leveraging

Procurement Overhead Efficiencies

✓ Effective fuel surcharge program in place

Fuel Enhanced Safety / Insurance

The Company Is Focused On Managing Its Fixed And Variable Costs

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Strengthened Balance Sheet & Significant Interest Savings

Capitalization Table with Cost of Debt

Capitalization September 30, 2019 Cost of Debt

($ in thousands)

Balance Percent of Capitalization Interest Rate

  • Wt. Avg Interest

Rate Cash and cash equivalents $ 4,442 Funded Debt & Finance Leases Credit Facility - Term Loan1 187,500 28.0% 43.2% 4.29% 1.85% Credit Facility - Revolver1 2,900 0.4% 0.7% 6.25% 0.04% Equipment debt2 225,094 33.6% 51.8% 4.72% 2.45% Real estate debt 18,168 2.7% 4.2% 6.55% 0.35% Miscellaneous debt2 759 0.1% 0.1% 8.86% 0.01% Total Funded Debt & Finance Leases $ 434,421 64.8% 100.0% 4.70% Stockholders Equity3 $ 236,103 35.2% Total Capitalization $ 670,524 100.0%

  • 1. Pricing is subject to changes in the Consolidated Net Leverage Ratio and LIBOR

margins range from 1.75-2.50%. As of 09/30/2019 the margin is 2.25%.

  • 2. Includes Finance Leases
  • 3. Based on 09/30/2019 closing price of $4.82 and approximate shares outstanding of 48.984
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In Summary

4

Continuing Investment in Technology to Increase Momentum on Initiatives Focused on Driver Satisfaction and a Frictionless Order

3

Significant Transformation Underway to Drive Efficiency and Growth

1

Leading North American Truckload Player with a Balanced Portfolio Enjoying Benefits of Scale

5

Internal Improvements + Operating Leverage = A Unique Growth Opportunity

2

Business Model Designed to Take Advantage of All Cycles Complemented by a Diverse Customer Base

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Appendix

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Dedicated Average revenue per tractor per week1 $ 4,011 $ 3,791 $ 220 Average revenue per mile $ 2.408 $ 2.281 $ 0.13

  • Avg. revenue miles per tractor per week1

1,666 1,662 4 Average tractors 2,748 2,690 58

Stats

Commentary Financial Stats

Consolidated Average revenue per tractor per week1 $ 3,703 $ 3,885 $ (182) Average revenue per mile $ 2.109 $ 2.156 $ (0.05)

  • Avg. revenue miles per tractor per week1

1,756 1,802 (46) Average tractors 6,533 6,201 332 Three Months Ended September 30, Over the road 2019 2018 Change Average revenue per tractor per week1 $ 3,479 $ 3,957 $ (478) Average revenue per mile $ 1.910 $ 2.072 $ (0.16)

  • Avg. revenue miles per tractor per week1

1,821 1,910 (89) Average tractors 3,785 3,511 274 Brokerage Brokerage revenue $ 46,036 $ 65,060 $ (19,024) Gross margin % 12.0% 13.6% (1.6%) Load count 36,634 42,891 (6,257)

  • 1. Excluding fuel surcharge revenue

Over the Road

  • Rate and utilization adversely impacted by increased

supply pressuring the spot market and transition out

  • f U.S.-Mexico cross border investment

Dedicated

  • Improvements in rate and utilization are a result of
  • ur initiative to enhance or replace under performing

business and to focus growth on higher performing accounts Consolidated

  • Temporary headwinds in our Over the Road division

partially offset by improvements made in our dedicated division Brokerage

  • Revenue decreased as a result of a reduction in

revenue per load and fewer loads during the period

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Non-GAAP Reconciliation

Non-GAAP Reconciliation - Truckload Adjusted Operating Income and Adjusted Operating Ratio (unaudited)

Three Months Ended September 30, Nine Months Ended September 30, (in thousands) 2019 2018 2019 2018 Truckload GAAP Presentation: Total Truckload revenue 382,467 $ 395,167 $ 1,125,991 $ 1,157,731 $ Total Truckload operating expenses (379,122) (375,310) (1,105,302) (1,106,781) Truckload Operating Income 3,345 $ 19,857 $ 20,689 $ 50,950 $ Truckload Operating ratio 99.1% 95.0% 98.2% 95.6% Truckload Non-GAAP Presentation Total Truckload revenue 382,467 $ 395,167 $ 1,125,991 $ 1,157,731 $ Fuel surcharge (41,837) (46,340) (124,566) (136,140) Revenue, excluding fuel surcharge 340,630 348,827 1,001,425 1,021,591 Total Truckload operating expenses 379,122 375,310 1,105,302 1,106,781 Adjusted for: Fuel surcharge (41,837) (46,340) (124,566) (136,140) Mexico transition costs1

  • (4,600)
  • Gain on sale of subsidiary2
  • 670
  • IPO related costs3
  • (6,437)

Truckload Adjusted operating expenses 337,285 328,970 976,806 964,204 Truckload Adjusted Operating Income 3,345 $ 19,857 $ 24,619 $ 57,387 $ Truckload Adjusted operating ratio 99.0% 94.3% 97.5% 94.4%

1During the third quarter and nine months ended September 30, 2019, we incurred expenses related to the exit of our Mexico business totaling $0 and $4,600 2During the second quarter of 2019, we recognized a gain on the sale of our Mexico business 3During the second quarter of 2018, we incurred one time expenses for the IPO related to pay out of our SAR program and deal bonuses totaling $6,437.

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Non-GAAP Reconciliation

Non-GAAP Reconciliation - Adjusted Operating Income and Adjusted Operating Ratio (unaudited)

Nine Months Ended (in thousands) 2018 2017 2016 2015 September 30, 2019 GAAP Presentation: Total operating revenue 1,804,915 $ 1,555,385 $ 1,451,205 $ 1,541,103 $ 1,257,728 Total operating expenses 1,726,009 1,526,777 1,423,474 1,493,490 1,233,021 Income from operations 78,906 $ 28,608 $ 27,731 $ 47,613 $ 24,707 $ Operating ratio 95.6% 98.2% 98.1% 96.9% 98.0% Non-GAAP Presentation: Total operating revenue 1,804,915 $ 1,555,385 $ 1,451,205 $ 1,541,103 $ 1,257,728 $ Fuel Surcharge (182,832) (138,212) (103,182) (144,668) (124,566) Revenue, before fuel surcharge 1,622,083 1,417,173 1,348,023 1,396,435 1,133,162 Total operating expenses 1,726,009 1,526,777 1,423,474 1,493,490 1,233,021 Adjusted for: Fuel Surcharge (182,832) (138,212) (103,182) (144,668) (124,566) Fuel purchase arrangements

  • (8,424)

(7,983) (13,369)

  • Mexico transition costs1
  • (4,600)

Gain on sale of subsidiary2

  • 670

Impairment of assets held for sale3 (10,693)

  • IPO related costs4

(6,437)

  • Adjusted operating expenses

1,526,047 1,380,141 1,312,309 1,335,453 1,104,525 Adjusted income from operations 96,036 $ 37,032 $ 35,714 $ 60,982 $ 28,637 $ Adjusted Operating Ratio 94.1% 97.4% 97.4% 95.6% 97.5%

1 During the third quarter and nine months ended September 30, 2019, we incurred expenses related to the exit of our Mexico business totaling $0 and $4,600 2During the second quarter of 2019, we recognized a gain on the sale of our Mexico business 3During the fourth quarter of 2018, we incurred an impairment charge related to the exit of our U.S.- Mexico cross border business. 4 During the second quarter of 2018, we incurred one time expenses for the IPO related to pay out of our SAR program and deal bonuses totaling $6,437.

Year Ended December 31

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Non-GAAP Reconciliation

Non-GAAP Reconciliation - Adjusted Operating Income and Adjusted Operating Ratio (unaudited)

(in thousands) 2019 2018 2019 2018 GAAP Presentation: Total operating revenue 428,503 $ 460,227 $ 413,862 449,758 Total operating expenses 425,221 437,335 405,075 429,740 Income from operations 3,282 $ 22,892 $ 8,787 $ 20,018 $ Operating ratio 99.2% 95.0% 97.9% 95.5% Non-GAAP Presentation: Total operating revenue 428,503 $ 460,227 $ 413,862 $ 449,758 $ Fuel Surcharge (41,837) (46,340) (42,678) (46,950) Revenue, before fuel surcharge 386,666 413,887 371,184 402,808 Total operating expenses 425,221 437,335 405,075 429,740 Adjusted for: Fuel Surcharge (41,837) (46,340) (42,678) (46,950) Fuel purchase arrangements

  • Mexico transition costs1
  • (1,200)
  • Gain on sale of subsidiary2
  • 670
  • Impairment of assets held for sale3
  • IPO related costs4
  • (6,437)

Adjusted operating expenses 383,384 390,995 361,867 376,353 Adjusted income from operations 3,282 $ 22,892 $ 9,317 $ 26,455 $ Adjusted Operating Ratio 99.2% 94.5% 97.5% 93.4%

1 During the first and second quarter of 2019, we incurred expenses related to the exit of our Mexico business totaling $3,400 and $1,200 2During the second quarter of 2019, we recognized a gain on the sale of our Mexico business 3During the fourth quarter of 2018, we incurred an impairment charge related to the exit of our U.S.- Mexico cross border business. 4 During the second quarter of 2018, we incurred one time expenses for the IPO related to pay out of our SAR program and deal bonuses totaling $6,437.

Three Months Ended June 30, September 30,

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Non-GAAP Reconciliation

Non-GAAP Reconciliation - Adjusted Operating Income and Adjusted Operating Ratio (unaudited)

(in thousands) 2019 2018 2018 2017 GAAP Presentation: Total operating revenue 415,363 $ 425,708 $ 469,222 $ 431,233 $ Total operating expenses 402,725 410,854 448,080 418,776 Income from operations 12,638 $ 14,854 $ 21,142 $ 12,457 $ Operating ratio 97.0% 96.5% 95.5% 97.1% Non-GAAP Presentation: Total operating revenue 415,363 $ 425,708 $ 469,222 $ 431,233 $ Fuel Surcharge (40,051) (42,850) (46,692) (40,744) Revenue, before fuel surcharge 375,312 382,858 422,530 390,489 Total operating expenses 402,725 410,854 448,080 418,776 Adjusted for: Fuel Surcharge (40,051) (42,850) (46,692) (40,744) Fuel purchase arrangements

  • (6,063)

Mexico transition costs1 (3,400)

  • Gain on sale of subsidiary2
  • Impairment of assets held for sale3
  • (10,693)
  • IPO related costs4
  • Adjusted operating expenses

359,274 368,004 390,695 371,969 Adjusted income from operations 16,038 $ 14,854 $ 31,835 $ 18,520 $ Adjusted Operating Ratio 95.7% 96.1% 92.5% 95.3%

1 During the first and second quarter of 2019, we incurred expenses related to the exit of our Mexico business totaling $3,400 and $1,200 2During the second quarter of 2019, we recognized a gain on the sale of our Mexico business 3During the fourth quarter of 2018, we incurred an impairment charge related to the exit of our U.S.- Mexico cross border business. 4 During the second quarter of 2018, we incurred one time expenses for the IPO related to pay out of our SAR program and deal bonuses totaling $6,437.

Three Months Ended March 31, December 31,

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Non-GAAP Reconciliation

Non-GAAP Reconciliation - Adjusted Net Income (unaudited) Nine Months Ended (in thousands) 2018 2017 2016 2015 September 30, 2019 GAAP Presentation: Net Income (loss) attributable to controlling interest 24,899 $ (4,060) $ (16,524) $ 4,102 $ 5,947 $ Adjusted for: Income tax provision (benefit) 7,860 (17,187) (8,448) (209) 1,503 $ Income (loss) before income tax provision (benefit) attributable to controlling interest 32,759 (21,247) (24,972) 3,893 7,450 $ Fuel Surcharge

  • Fuel purchase arrangements
  • 8,424

7,983 13,369

  • Mexico transition costs1
  • 4,600

Gain on sale of subsidiary2

  • (670)

Impairment of assets held for sale and other equity method investments3 12,497

  • IPO related costs4

6,437

  • Early extinguishment of debt5

7,753

  • Adjusted income (loss) before income taxes

59,446 (12,823) (16,989) 17,262 11,380 Adjusted income tax provision (benefit) 11,380 (1,618) (5,438) 4,791 2,644 NON-GAAP Net Income (Loss) attributable to controlling interest 48,066 $ (11,205) $ (11,551) $ 12,471 $ 8,736 $

1During the third quarter and nine months ended September 30, 2019, we incurred expenses related to the exit of our Mexico business totaling $0 and $4,600 2During the second quarter of 2019, we recognized a gain on the sale of our Mexico business 3During the fourth quarter of 2018, we incurred an impairment charge related to the exit of our U.S.- Mexico cross border business. 4 During the second quarter of 2018, we incurred one time expenses for the IPO related to pay out of our SAR program and deal bonuses totaling $6,437. 5 In connection with our June 2018 IPO, we recognized an early extinguishment of debt charge related to our then existing term loan.

Year Ended December 31

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Our OTR Service Offerings Over-the-Road Overview

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Non-GAAP Reconciliation

Non-GAAP Reconciliation - Adjusted Net Income (unaudited)

(in thousands) 2019 2018 2019 2018 GAAP Presentation: Net Income (loss) attributable to controlling interest (1,446) $ 16,129 $ 2,672 $ 615 $ Adjusted for: Income tax provision (benefit) (813) 1,679 415 (1,191) Income (loss) before income tax provision (benefit) attributable to controlling interest (2,259) 17,808 3,087 (576) Fuel Surcharge

  • Fuel purchase arrangements
  • Mexico transition costs1
  • 1,200
  • Gain on sale of subsidiary2
  • (670)
  • Impairment of assets held for sale and other

equity method investments3

  • IPO related costs4
  • 6,437

Early extinguishment of debt5

  • 7,753

Adjusted income (loss) before income taxes (2,259) 17,808 3,617 13,614 Adjusted income tax provision (benefit) (813) 1,679 705 2,328 NON-GAAP Net Income (Loss) attributable to controlling interest (1,446) $ 16,129 $ 2,912 $ 11,286 $

1 During the first and second quarter of 2019, we incurred expenses related to the exit of our Mexico business totaling $3,400 and $1,200 2During the second quarter of 2019, we recognized a gain on the sale of our Mexico business 3During the fourth quarter of 2018, we incurred an impairment charge related to the exit of our U.S.- Mexico cross border business. 4 During the second quarter of 2018, we incurred one time expenses for the IPO related to pay out of our SAR program and deal bonuses totaling $6,437. 5 In connection with our June 2018 IPO, we recognized an early extinguishment of debt charge related to our then existing term loan.

Three Months Ended June 30, September 30,

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Our OTR Service Offerings Over-the-Road Overview

27

Non-GAAP Reconciliation

Non-GAAP Reconciliation - Adjusted Net Income (unaudited)

(in thousands) 2019 2018 2018 2017 GAAP Presentation: Net Income (loss) attributable to controlling interest 4,721 $ 1,159 $ 6,997 $ 9,499 $ Adjusted for: Income tax provision (benefit) 1,901 593 6,779 (9,984) Income (loss) before income tax provision (benefit) attributable to controlling interest 6,622 1,752 13,776 (485) Fuel Surcharge

  • Fuel purchase arrangements
  • 6,063

Mexico transition costs1 3,400

  • Gain on sale of subsidiary2
  • Impairment of assets held for sale and other

equity method investments3

  • 12,497
  • IPO related costs4
  • Early extinguishment of debt5
  • Adjusted income (loss) before income taxes

10,022 1,752 26,273 5,578 Adjusted income tax provision (benefit) 2,710 593 6,779 4,699 NON-GAAP Net Income (Loss) attributable to controlling interest 7,312 $ 1,159 $ 19,494 $ 879 $

1 During the first and second quarter of 2019, we incurred expenses related to the exit of our Mexico business totaling $3,400 and $1,200 2During the second quarter of 2019, we recognized a gain on the sale of our Mexico business 3During the fourth quarter of 2018, we incurred an impairment charge related to the exit of our U.S.- Mexico cross border business. 4 During the second quarter of 2018, we incurred one time expenses for the IPO related to pay out of our SAR program and deal bonuses totaling $6,437. 5 In connection with our June 2018 IPO, we recognized an early extinguishment of debt charge related to our then existing term loan.

Three Months Ended March 31, December 31,

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Our OTR Service Offerings Over-the-Road Overview

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Non-GAAP Reconciliation

Non-GAAP Reconciliation - Adjusted Operating Income and Adjusted Operating Ratio (unaudited)

Three Months Ended September 30, Nine Months Ended September 30, (in thousands) 2019 2018 2019 2018 GAAP Presentation: Total revenue 428,503 $ 460,227 $ 1,257,728 $ 1,335,693 $ Total operating expenses (425,221) (437,335) (1,233,021) (1,277,929) Operating Income 3,282 $ 22,892 $ 24,707 $ 57,764 $ Operating ratio 99.2% 95.0% 98.0% 95.7% Non-GAAP Presentation Total revenue 428,503 $ 460,227 $ 1,257,728 $ 1,335,693 $ Fuel surcharge (41,837) (46,340) (124,566) (136,140) Revenue, excluding fuel surcharge 386,666 413,887 1,133,162 1,199,553 Total operating expenses 425,221 437,335 1,233,021 1,277,929 Adjusted for: Fuel surcharge (41,837) (46,340) (124,566) (136,140) Mexico transition costs1

  • (4,600)
  • Gain on sale of subsidiary2
  • 670
  • IPO related costs3
  • (6,437)

Adjusted operating expenses 383,384 390,995 1,104,525 1,135,352 Adjusted Operating Income 3,282 $ 22,892 $ 28,637 $ 64,201 $ Adjusted operating ratio 99.2% 94.5% 97.5% 94.6%

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Our OTR Service Offerings Over-the-Road Overview

29

Non-GAAP Reconciliation

Non-GAAP Reconciliation - Adjusted Net Income and EPS (unaudited)

Three Months Ended September 30, Nine Months Ended September 30, (in thousands, except per share data) 2019 2018 2019 2018 GAAP: Net Income attributable to controlling interest (1,446) $ 16,129 $ 5,947 $ 17,903 $ Adjusted for: Income tax provision (benefit) (813) 1,679 1,503 1,081 Income (loss) before income taxes attributable to (2,259) $ 17,808 $ 7,450 $ 18,984 $ Mexico transition costs1

  • 4,600
  • Gain on sale of subsidiary2
  • (670)
  • Debt extinguishment costs in conjunction with IPO3
  • 7,753

IPO-related costs4

  • 6,437

Adjusted income (loss) before income taxes (2,259) 17,808 11,380 33,174 Adjusted income tax provision (benefit) (813) 1,679 2,644 4,601 Non-GAAP: Adjusted Net Income (Loss) attributable to (1,446) $ 16,129 $ 8,736 $ 28,573 $ GAAP: Earnings per diluted share (0.03) $ 0.33 $ 0.12 $ 0.76 $ Adjusted for: Income tax (benefit) expense attributable to controlling interest (0.02) 0.03 0.03 0.05 Income (loss) before income taxes attributable to (0.05) $ 0.36 $ 0.15 $ 0.81 $ Mexico transition costs1

  • 0.09
  • Gain on sale of subsidiary2
  • (0.01)
  • Debt extinguishment costs in conjunction with IPO3
  • 0.33

IPO-related costs4

  • 0.27

Adjusted income (loss) before income taxes (0.05) 0.36 0.23 1.41 Adjusted income tax provision (benefit) (0.02) 0.03 0.05 0.19 Non-GAAP: Adjusted Net Income (Loss) attributable to (0.03) $ 0.33 $ 0.18 $ 1.22 $

1During the third quarter and nine months ended September 30, 2019, we incurred expenses related to the exit of our Mexico business totaling $0 and $4,600 2During the second quarter of 2019, we recognized a gain on the sale of our Mexico business. 3In connection with our June 2018 IPO, we recognized an early extinguishment of debt charge related to our then existing term loan. 4During the second quarter of 2018, we incurred one time expenses for the IPO related to pay out of our SAR program and deal bonuses totaling $6,437.