Universal Logistics Holdings, Inc.
Annual Report 2024

☐
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
FORM 10-K
 
(Mark One)
 
☒
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the fiscal year ended December 31, 2024
 
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
Commission File Number: 0-51142
 
UNIVERSAL LOGISTICS HOLDINGS, INC.
(Exact Name of Registrant as Specified in Its Charter)
 
 
Michigan
 
38-3640097
(State or Other Jurisdiction of
 
(I.R.S. Employer
Incorporation or Organization)
 
Identification No.)
12755 E. Nine Mile Road
Warren, Michigan 48089
(Address, including Zip Code of Principal Executive Offices)
(586) 920-0100
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
 
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, no par value 
ULH
The NASDAQ Stock Market LLC
 
Securities registered pursuant to Section 12(g) of the Act: None
 
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes  ☐    No  ☒
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.    Yes  ☐    No  ☒
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  ☒    No  ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of 
Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    
Yes  ☒    No  ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an 
emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth 
company” in Rule 12b-2 of the Exchange Act.
Large Accelerated filer
  ☐
Accelerated filer
  ☒
Non-accelerated filer
  ☐
Smaller reporting company
  ☐
 
   
Emerging growth company
  ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new 
or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.    ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control 
over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or 
issued its audit report.    ☒
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the 
filing reflect the correction of an error to previously issued financial statements.    ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received 
by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).    ☐
Indicate by check mark whether the registrant is a shell company (as defined in Exchange Act Rule 12b-2).    Yes  ☐    No  ☒
As of June 29, 2024, the last business day of the registrant’s most recently completed second quarter, the aggregate market value of the registrant’s 
common stock held by non-affiliates of the registrant, based upon the closing sale price of the common stock on June 28, 2024, as reported by The Nasdaq 
Stock Market, was approximately $274.0 million (assuming, but not admitting for any purpose, that all (a) directors and executive officers of the registrant 
are affiliates, and (b) the number of shares held by such directors and executive officers does not include shares that such persons could have acquired 
within 60 days of June 29, 2024).
The number of shares of common stock, no par value, outstanding as of March 7, 2025, was 26,317,326.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Proxy Statement for the Registrant’s 2025 Annual Meeting of Shareholders are incorporated by reference in Part III of this Form 10-K.
 
 

 
 
UNIVERSAL LOGISTICS HOLDINGS, INC.
2024 ANNUAL REPORT ON FORM 10-K
TABLE OF CONTENTS
 
 
 
PART I
 
 
Item 1.
  Business
 
4
Item 1A.
  Risk Factors
 
9
Item 1B.
  Unresolved Staff Comments
 
17
Item 1C.
  Cybersecurity
 
18
Item 2.
  Properties
 
18
Item 3.
  Legal Proceedings
 
19
Item 4.
  Mine Safety Disclosures
 
19
 
 
PART II
 
 
Item 5.
  Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
 
20
Item 6.
  Reserved
 
22
Item 7.
  Management’s Discussion and Analysis of Financial Condition and Results of Operations
 
22
Item 7A.
  Quantitative and Qualitative Disclosures about Market Risk
 
32
Item 8.
  Financial Statements and Supplementary Data
 
34
Item 9.
  Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
 
66
Item 9A.
  Controls and Procedures
 
66
Item 9B.
  Other Information
 
70
Item 9C.
  Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
 
70
 
 
PART III
 
 
Item 10.
  Directors, Executive Officers and Corporate Governance
 
71
Item 11.
  Executive Compensation
 
71
Item 12.
  Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
 
71
Item 13.
  Certain Relationships and Related Transactions, and Director Independence
 
71
Item 14.
  Principal Accounting Fees and Services
 
71
 
 
PART IV
 
 
Item 15.
  Exhibits and Financial Statement Schedules
 
72
Item 16.
  Form 10-K Summary
 
73
Signatures
 
73
 
 
 
 
 
 

 
4
DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS
This Annual Report on Form 10-K (“Form 10-K”) contains forward-looking statements, within the meaning of the Private Securities Litigation Reform Act 
of 1995, that involve risks and uncertainties. Many of the forward-looking statements are located in Part II, Item 7 of this Form 10-K under the heading 
“Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Forward-looking statements provide current expectations of 
future events based on certain assumptions and include any statement that does not directly relate to any historical or current fact. Forward-looking 
statements can also be identified by words such as “future,” “anticipates,” “believes,” “targets,” “estimates,” “expects,” “intends,” “will,” “would,” 
“could,” “can,” “may,” and similar terms. Forward-looking statements are not a guarantee of future performance, and the Company’s actual results may 
differ significantly from the results discussed in the forward-looking statements. Factors that might cause such differences include, but are not limited to, 
those discussed in Part I, Item 1A of this Form 10-K under the heading “Risk Factors,” which are incorporated herein by reference. All information 
presented herein is based on the Company’s fiscal calendar. Unless otherwise stated, references to particular years, quarters, months, or periods refer to the 
Company’s fiscal years ended December 31 and the associated quarters, months, and periods of those fiscal years. Each of the terms “Universal,” the 
“Company,” “we,” “us” and “our” as used herein refers collectively to Universal Logistics Holdings, Inc., and its subsidiaries, unless otherwise stated. The 
Company assumes no obligation to revise or update any forward-looking statements for any reason, except as required by law.
 
 
PART I
ITEM 1:	BUSINESS
 
Company Overview
 
Universal Logistics Holdings, Inc. is a holding company whose subsidiaries provide customized transportation and logistics solutions throughout the 
United States and in Mexico, Canada and Colombia. Our operating subsidiaries offer customers a broad range of services across their entire supply chain, 
including truckload, intermodal, and value-added services. We were incorporated in Michigan on December 11, 2001. We have been a publicly held 
company since February 11, 2005, the date of our initial public offering.  Our principal executive offices are located at 12755 E. Nine Mile Road, Warren, 
Michigan 48089.
Our comprehensive suite of transportation and logistics solutions allow our customers to reduce costs and manage their global supply chains more 
efficiently. We market and deliver our services in several ways:
•
Through a direct sales and marketing network focused on selling our portfolio of services to large customers in specific industry sectors;
•
Through company-managed facilities; and
•
Through a network of agents who solicit freight business directly from shippers.
At December 31, 2024, we operated 52 company-managed terminal locations, serviced 90 value-added programs at locations throughout the United States 
and in Mexico, Canada and Colombia, and had an agent network totaling approximately 177 agents.
We categorize our operations in three distinct reportable segments: contract logistics, intermodal, and trucking, which are differentiated primarily by the 
services provided by each segment. 
•
Contract Logistics - Value-added or dedicated transportation services to support in-bound logistics to industrial customers and major 
retailers on a contractual basis, generally pursuant to terms of one year or longer. These services are typically tailored to individual customer 
requirements and include material handling, consolidation, sequencing, sub-assembly, cross-dock services, kitting, repacking, warehousing 
and returnable container management and rail lift services. This segment also includes our dedicated services, which are primarily short run 
or round-trip moves within a defined geographic area provided through a network of union and non-union employee drivers, owner-
operators, and contract drivers. Our facilities and services are often directly integrated into the production processes of our customers and 
represent a critical part of their supply chains.
•
Intermodal - Local and regional drayage moves coordinated by company-managed terminals using a mix of owner-operators, company 
equipment, and third-party capacity providers (i.e., broker carriers). These services include steamship-truck, rail-truck, and support services. 
Our intermodal support services are primarily short- to medium-distance delivery of both international and domestic containers between the 
railhead or port and the customer.
•
Trucking - Dry van, flatbed, heavy-haul and refrigerated operations. We transport a wide variety of general commodities, including 
automotive parts, machinery, building materials, paper, food, consumer goods, furniture, steel and other metals on behalf of customers in 
various industries. Operations included in our trucking segment are associated with individual freight shipments coordinated primarily by our 
agents and company-managed terminals using a mix of owner-operators, company equipment and broker carriers. 

 
5
Other non-reportable segments are comprised of legacy company-managed brokerage operations and our subsidiaries that provide support services to other 
subsidiaries. 
For additional information on segments, see Item 8, Note 18 to the Consolidated Financial Statements. 
Business Developments
Acquisitions. On September 30, 2024, we completed the acquisition of Parsec, LLC, which provides terminal management services to the Class I, regional, 
and short-line railroads across North America. Parsec, with a workforce of approximately 2,100 employees, offers a comprehensive suite of terminal 
services at over 20 rail yards throughout the United States and in Canada. Parsec specializes in time-sensitive, container lift-on and lift-off services at some 
of the most complex rail yards across the country. Parsec also provides crane and intermodal equipment repair, drayage, and container and chassis stacking. 
The operating results of Parsec are reported as part of our Contract Logistics segment beginning in the third quarter of 2024. 
For additional information on Parsec and other acquisitions, see Item 8, Note 5 to the Consolidated Financial Statements. 
Business and Growth Strategy
The key elements of our strategy are as follows:  
Make strategic acquisitions. The transportation and logistics industry is highly fragmented, with thousands of small and mid-sized competitors that are 
either specialized in specific vertical markets, specific service offerings, or limited to local and regional coverage. We expect to selectively evaluate and 
pursue acquisitions that will enhance our service capabilities, expand our geographic network and/or diversify our customer base.
Continue to capitalize on strong industry fundamentals and outsourcing trends. We believe long-term industry growth will be supported by manufacturers
seeking to outsource non-core logistics functions to cost-effective third-party providers that can efficiently manage increasingly complex global supply 
chains. We intend to leverage our integrated suite of transportation and logistics services, our network of facilities, our long-term customer relationships,
and our reputation for operational excellence to capitalize on favorable industry fundamentals and growth expectations.
Target further penetration of key customers in the North American automotive industry. The automotive industry is one of the largest users of global 
outsourced logistics services, providing us growth opportunities with both existing and new customers. In 2024, this sector comprised approximately 47% 
of our total operating revenues. The vast majority of hourly employees in our automotive customers’ manufacturing operations are represented by unions 
and covered by collective bargaining agreements. These agreements provide guaranteed wage and benefit levels throughout the contract term. We expect 
our customers to experience significant increases in their labor costs through the life of the contracts. These cost increases may cause certain of our 
customers to evaluate the outsourcing of certain value-added operations where we possess demonstrated experience and expertise. We intend to capitalize 
on continued growth opportunities in those outsourced, higher-value logistics services, such as sub-assembly and sequencing, which link directly into 
production lines and require specialized capabilities, technological expertise, and strict quality controls.
Continue to expand penetration in other vertical markets. We have a history of providing highly complex value-added logistics services to automotive and 
other industrial customers. We have developed standardized, modular systems for material handling processes and have extensive experience in rapid 
implementation and workforce training. These capabilities and our broad portfolio of logistics services are transferable across vertical markets. We believe 
we can leverage the expertise we initially developed in the automotive sector. In addition to automotive, our targeted industries include aerospace, energy, 
government services, healthcare, industrial retail, consumer goods, and steel and metals.
Expand our network of agents and owner-operators. Increasing the number of agents and owner-operators has been a driver of our historical growth in 
transactional transportation services. We intend to continue to recruit qualified agents and owner-operators in order to penetrate new markets and expand 
our operations in existing markets. Our agents typically focus on a small number of shippers in a particular market and are attuned to the specific 
transportation needs of that core group of shippers, while remaining alert to growth opportunities. 
Competition and Industry
The transportation and logistics service industry is highly competitive and extremely fragmented. We compete based on quality and reliability of service, 
price, breadth of logistics solutions, and IT capabilities. We compete with asset and non-asset based truckload and less-than-truckload carriers, intermodal
transportation, logistics providers and, in some aspects of our business, railroads. We also compete with other motor carriers for owner-operators and 
agents. 
Our customers may choose not to outsource their logistics operations and, rather, to retain or restore such activities as their own internal operations. In our 
largest vertical market, the automotive industry, we compete more frequently with a relatively small number of privately-owned firms or with subsidiaries 
of large public companies. These vendors have the scope and capabilities to provide the breadth of services required by the large and complex supply 
chains of automotive original equipment manufacturers (OEMs).

 
6
We also encounter competition from regional and local third-party logistics providers, integrated transportation companies that operate their own aircraft, 
cargo sales agents and brokers, surface freight forwarders and carriers, airlines, associations of shippers organized to consolidate their members’ shipments 
to obtain lower freight rates, and internet-based freight exchanges.
The transportation industry is continuously impacted by new rules and regulations intended to improve the overall safety of the industry. Compliance with 
such increasingly complex rules continues to constrain the supply of qualified drivers. We believe that our industry will continue to be hindered by an 
insufficient quantity of qualified drivers which creates significant competition for this declining pool.
Customers 
Revenue is generated from customers throughout the United States, and in Mexico, Canada and Colombia. Our customers are largely concentrated in the 
automotive, retail and consumer goods, steel and other metals, energy and manufacturing industries.
A significant percentage of our revenues are derived from the domestic automotive industry. Our aggregate sales in the automotive industry totaled 47%, 
43% and 36% of our revenues during the fiscal years ended December 31, 2024, 2023 and 2022, respectively. In 2024, 2023 and 2022, General Motors 
accounted for approximately 18%, 20% and 16% of our total operating revenues, respectively, and Ford accounted for approximately 17%, 6% and 6%, 
respectively. In 2024, 2023 and 2022, sales to our top 10 customers, including General Motors and Ford, totaled 56%, 48% and 42%, respectively. A 
significant percentage of our revenue also results from our providing capacity to other transportation companies that aggregate loads from a variety of 
shippers in these and other industries.
Human Capital Resources
Overview. As of December 31, 2024, we had 10,821 employees. During the year ended December 31, 2024, we also engaged, on average, the full-time 
equivalency of 88 individuals on a contract basis. As of December 31, 2024, approximately 46% of our employees were members of unions and subject to 
collective bargaining agreements. We believe our union and employee relationships are good.
Diversity and Inclusion. We believe diversity and inclusion are critical to our ability to win in the marketplace and enable our workforce and communities 
to succeed. Specifically, having a diverse and inclusive workplace allows us to attract and retain the best employees to deliver results for our shareholders. 
A qualified, diverse, and inclusive workforce also helps us represent the broad cross-section of ideas, values, and beliefs of our employees, customers, and 
communities. Our commitment to diversity and inclusion means that we will continue to strive to establish and improve an inclusive workplace 
environment where employees from all backgrounds can succeed and be heard. 
Employee Health and Safety. We are committed to being an industry leader in health and safety standards. The physical health, wellbeing, and mental 
health of our employees is crucial to our success. For essential functions, including our plant workers and driving professionals, we have distributed 
cleaning and protective supplies to various plants and terminals so that they are available to those that need them, increased cleaning frequency and 
coverage, and provided employees direction on precautionary measures, such as sanitizing truck interiors, personal hygiene, and social distancing. We will 
continue to adapt our operations as required to ensure safety while continuing to provide a high level of service to our customers.
Talent Acquisition, Retention and Development. We continually strive to hire, develop, and retain the top talent in our industry. Critical to attracting and 
retaining top talent is employee satisfaction, and we regularly implement programs to increase employee satisfaction. We reward our employees by 
providing competitive compensation, benefits, and incentives throughout all levels in our organization. Intense competition in the transportation and 
logistics services industry for qualified workers and drivers has resulted in additional expense to recruit and retain an adequate supply of employees and has 
had a negative impact on the industry. Our operations have also been impacted, we have periodically experienced under-utilization and increased expenses 
due to a shortage of qualified workers and drivers. We place a high priority on the recruitment and retention of an adequate supply of qualified workers and 
drivers.
Independent Contractor Network
We utilize a network of agents and owner-operators located throughout the United States and in Ontario, Canada. These agents and owner-operators are 
independent contractors.
A significant percentage of the interaction with our shippers is provided by our agents. Our agents solicited and controlled approximately 30% of the 
freight we hauled in 2024, with the balance of the freight being generated by company-managed terminals. Our top 100 agents in 2024 generated 
approximately 17% of our annual operating revenues. Our agents typically focus on three or four shippers within a particular market and solicit most of 
their freight business from this core group. By focusing on a relatively small number of shippers, each agent is acutely aware of the specific transportation 
needs of that core group of shippers, while remaining alert to growth opportunities.
We also contract with owner-operators to provide greater flexibility in responding to fluctuations in customer demand. Owner-operators provide their own 
trucks and are contractually responsible for all associated expenses, including but not limited to financing costs, fuel, maintenance, insurance, and taxes, 
among other things. They are also responsible for maintaining compliance with Federal Motor Carrier Safety Administration regulations.

 
7
Revenue Equipment
The following table represents our equipment used to provide transportation services as of December 31, 2024:
 
Type of Equipment
 
Company-
owned or 
Leased
 
 
Owner-
Operator
Provided
 
 
Total
 
Tractors
  
2,603    
1,598    
4,201 
Yard Tractors
  
737    
—    
737 
Trailers
  
5,051    
709    
5,760 
Chassis
  
3,354    
—    
3,354 
Containers
  
107    
—    
107 
Risk Management and Insurance
Our customers and federal regulations generally require that we provide insurance for auto liability and general liability claims up to $1.0 million per 
occurrence. Accordingly, in the United States, we purchase such insurance from a licensed casualty insurance carrier, which is a related party, providing a 
minimum $1.0 million of coverage for individual auto liability and general liability claims. We are generally self-insured for auto and general liability 
claims above $1.0 million unless riders are sought to satisfy individual customer or vendor contract requirements. In certain of our businesses, we have 
secured additional auto liability coverage where we are self-insured for claims above $4.0 million. In Mexico, our operations and investment in equipment 
are insured through an internationally recognized, third-party insurance underwriter.
We typically self-insure for the risk of motor cargo liability claims and material handling claims. Accordingly, we establish financial reserves for 
anticipated losses and expenses related to motor cargo liability and material handling claims, and we periodically evaluate and adjust those reserves to 
reflect our experience. Any such adjustments could have a materially adverse effect on our operations and financial results.
To reduce our exposure to claims incurred while a vehicle is being operated without a trailer attached or is being operated with an attached trailer which 
does not contain or carry any cargo, we require our owner-operators to maintain non-trucking use liability coverage (which the industry refers to as 
deadhead bobtail coverage) of $2.0 million per occurrence. 
Technology
We use multifaceted software tools and hardware platforms that support seamless integration with the IT networks of our customers and vendors through 
electronic data exchange systems. These tools enhance our relationships and ability to effectively communicate with customers and vendors. Our tools and 
platforms provide real-time, web-based visibility into the supply chains of our customers.
In our contract logistics segment, we customize our proprietary warehouse management and sequencing systems to meet the needs of individual customers. 
Our systems allows us to send our customers an advance shipping notice through a simple, web-based interface that can be used by a variety of vendors. It 
also enables us to clearly identify and communicate to the customer any vendor-related problems that may cause delays in production. We also use cross-
dock and container-return-management applications that automate the cycle of material receipt and empty container return.
Our proprietary and third-party transportation management system allows full operational control and visibility from dispatch to delivery, and from 
invoicing to receivables collections. For our employee drivers, the system provides automated dispatch to hand-held devices, satellite tracking for quality 
control and electronic status broadcasts to customers when requested. Our international and domestic air freight and ocean forwarding services use similar 
systems with added functionalities for managing air and ocean freight transportation requirements. All of these systems have customer-oriented web 
interfaces that allow for full shipment tracking and visibility, as well as for customer shipment input. We also provide systems that allow agents to list 
pending freight shipments and owner-operators with available capacity and track particular shipments at various points in the shipping route.
We believe that these tools improve our services and quality controls, strengthen our relationships with our customers, and enhance our value proposition. 
Any significant disruption or failure of these systems could have a materially adverse effect on our operations and financial results.

 
8
Government Regulation
Our operations are regulated and licensed by various U.S. federal and state agencies, as well as comparable agencies in Mexico, Canada, and Colombia. 
Interstate motor carrier operations are subject to the broad regulatory powers, to include drug and alcohol testing, safety and insurance requirements, 
prescribed by the Federal Motor Carrier Safety Administration (FMCSA), which is an agency of the U.S. Department of Transportation (DOT). Matters 
such as weight and equipment dimensions also are subject to United States federal and state regulation. We operate in the United States under operating 
authority granted by the DOT. We are also subject to regulations relating to testing and specifications of transportation equipment and product handling 
requirements. In addition, our drivers and owner-operators must have a commercial driver’s license and comply with safety and fitness regulations 
promulgated by the FMCSA, including those relating to drug and alcohol testing.
Our international operations, which include not only facilities in Mexico, Canada and Colombia but also transportation shipments managed by our 
specialized service operations, are impacted by a wide variety of U.S. government regulations and applicable international treaties. These include 
regulations of the U.S. Department of State, U.S. Department of Commerce, and the U.S. Department of Treasury. Regulations also cover specific 
commodities, destinations and end-users. Part of our specialized services operations is engaged in the arrangement of imported and exported freight. As 
such, we are subject to the regulations of the U.S. Customs and Border Protection, which include significant notice and registration requirements. In 
various Canadian provinces, we operate transportation services under authority granted by the Ministries of Transportation and Communications.
Transportation-related regulations are greatly affected by U.S. national security legislation and related regulations. We believe we comply with applicable 
material regulations and that the costs of regulatory compliance are an ordinary operating cost of our business that we may not be able to recoup from rates 
charged to customers. 
Environmental Regulation
We are subject to various federal, state and local environmental laws and regulations that focus on, among other things: the emission and discharge of 
hazardous materials into the environment or their presence at our properties or in our vehicles; fuel storage tanks; transportation of certain materials; and 
the discharge or retention of storm water. Under specific environmental laws, we could also be held responsible for any costs relating to contamination at 
our past or present facilities and at third-party waste disposal sites, as well as costs associated with cleanup of accidents involving our vehicles. 
As climate change issues become more prevalent, federal, state and local governments, as well as some of our customers, have made efforts to respond to 
these issues. This increased focus on sustainability may result in new legislation or regulations and customer requirements that could negatively affect us as 
we may incur additional costs or be required to make changes to our operations in order to comply with any new regulations or customer requirements. 
Legislation or regulations that potentially impose restrictions, caps, taxes, or other controls on emissions of greenhouse gases such as carbon dioxide, a by-
product of burning fossil fuels such as those used in the Company’s trucks, could adversely affect our operations and financial results. More specifically, 
legislative or regulatory actions relating to climate change could adversely impact the Company by increasing our fuel costs and reducing fuel efficiency 
and could result in the creation of substantial additional capital expenditures and operating costs in the form of taxes, emissions allowances, or required 
equipment upgrades.
We believe we are currently in material compliance with applicable laws and regulations and that the cost of compliance has not materially affected results 
of operations. However, future changes to laws or regulations may adversely affect our operations and could result in unforeseen costs to our business.
Seasonality
Generally, demand for our value-added services delivered to existing customers increases during the second calendar quarter of each year as a result of the 
automotive industry’s spring selling season. Conversely, such demand generally decreases during the third quarter of each year due to the impact of 
scheduled OEM customer plant shutdowns in July for vacations and changeovers in production lines for new model years. 
Our value-added services business is also impacted in the fourth quarter by plant shutdowns during the December holiday period. Prolonged adverse 
weather conditions, particularly in winter months, can also adversely impact margins due to productivity declines and related challenges meeting customer 
service requirements. 
Additionally, our transportation services business, excluding dedicated transportation tied to specific customer supply chains, is generally impacted by 
decreased activity during the post-holiday winter season and, in certain states during hurricane season, because some shippers reduce their shipments and 
inclement weather impedes trucking operations or underlying customer demand. 

 
9
Available Information
We make available free of charge on or through our website, www.universallogistics.com, our annual reports 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 material is electronically filed with or 
furnished to the Securities and Exchange Commission (SEC). The contents of our website are not incorporated into this filing. 
ITEM 1A:	
RISK FACTORS
Set forth below, and elsewhere in this Report and in other documents we file with the SEC, are risks and uncertainties that could cause our actual results to 
differ materially from the results contemplated by the forward-looking statements contained in this Report or our other filings with the SEC or in oral 
presentations such as telephone conferences open to the public. You should carefully consider the following factors in conjunction with “Management’s 
Discussion and Analysis of Financial Condition and Results of Operations” in Item 7 and our Consolidated Financial Statements and related Notes in Item 
8.
Risks Related to Our Industry
Our business is subject to general economic and business factors that are largely beyond our control, any of which could have a material adverse effect 
on our operating results.
Our business is dependent upon a number of general economic and business factors that may adversely affect our results of operations. These factors 
include significant increases or rapid fluctuations in fuel prices, excess capacity in the transportation and logistics industry, surpluses in the market for used 
equipment, interest rates, fuel taxes, license and registration fees, insurance premiums, self-insurance levels, and difficulty in attracting and retaining 
qualified drivers and independent contractors. 
We operate in a highly competitive and fragmented industry, and our business may suffer if we are unable to adequately address any downward pricing 
pressures or other factors that may adversely affect our ability to compete with other carriers.
We are affected by recessionary economic cycles and downturns in customers’ business cycles, particularly in market segments and industries, such as the 
automotive industry, where we have a significant concentration of customers. Economic conditions may also adversely affect our customers and their 
ability to pay for our services.
Deterioration in the United States and world economies could exacerbate any difficulties experienced by our customers and suppliers in obtaining 
financing, which, in turn, could materially and adversely impact our business, financial condition, results of operations and cash flows. 
The Trump administration has stated its intention to impose new or increased tariff rates on imported goods from a number of countries, including China, 
Canada, Mexico, and the E.U. Such trade policies and tariff implementations, and any related retaliatory trade policies and tariff implementations by 
foreign governments, may result in decreased shipping volumes and have an adverse impact on our revenues and results of operations.
We operate in the highly competitive and fragmented transportation and logistics industry, and our business may suffer if we are unable to adequately 
address factors that may adversely affect our revenue and costs relative to our competitors. 
Numerous competitive factors could impair our ability to maintain our current profitability. These factors include the following: 
•
we compete with many other truckload carriers and logistics companies of varying sizes, some of which have more equipment, a broader 
coverage network, a wider range of services and greater capital resources than we do;
 
•
some of our competitors periodically reduce their rates to gain business, especially during times of reduced growth rates in the economy, 
which may limit our ability to maintain or increase rates, maintain our operating margins, or maintain significant growth in our business; 
 
•
many customers reduce the number of carriers they use by selecting so-called “core carriers” as approved service providers and, in some 
instances, we may not be selected; 
 
•
some companies hire lead logistics providers to manage their logistics operations, and these lead logistics providers may hire logistics 
providers on a non-neutral basis which may reduce the number of business opportunities available to us;
 
•
many customers periodically accept bids from multiple carriers and providers for their shipping and logistic service needs, and this process 
may result in the loss of some of our business to competitors and/or price reductions; 
 
•
the trend toward consolidation in the trucking and third-party logistics industries may create other large providers with greater financial 
resources and other competitive advantages relating to their size and with whom we may have difficulty competing; 
 
•
advances in technology require increased investments to remain competitive, and our customers may not be willing to accept higher rates to 
cover the cost of these investments; 
 

 
10
•
competition from Internet-based and other brokerage companies may adversely affect our relationships with our customers and freight rates; 
 
•
economies of scale that may be passed on to smaller providers by procurement aggregation providers may improve the ability of smaller 
providers to compete with us; 
•
some areas of our service coverage require trucks with engines no older than 2011 in order to comply with environmental rules; and 
•
an inability to continue to access capital markets to finance equipment acquisition could put us at a competitive disadvantage.
We may be adversely impacted by fluctuations in the price and availability of diesel fuel.
Diesel fuel represents a significant operating expense for the Company, and we do not currently hedge against the risk of diesel fuel price increases. An 
increase in diesel fuel prices or diesel fuel taxes, or any change in federal or state regulations that results in such an increase, could have a material adverse 
effect on our operating results to the extent we are unable to recoup such increases from customers in the form of increased freight rates or through fuel 
surcharges. Historically, we have been able to offset, to a certain extent, diesel fuel price increases through fuel surcharges to our customers, but we cannot 
be certain that we will be able to do so in the future. We continuously monitor the components of our pricing, including base freight rates and fuel 
surcharges, and address individual account profitability issues with our customers when necessary. While we have historically been able to adjust our 
pricing to help offset changes to the cost of diesel fuel through changes to base rates and/or fuel surcharges, we cannot be certain that we will be able to do 
so in the future.
 
Difficulty in attracting drivers could affect our profitability and ability to grow.
The transportation industry routinely experiences difficulty in attracting and retaining qualified drivers, including independent contractors, resulting in 
intense competition for drivers. We have from time to time experienced under-utilization and increased expenses due to a shortage of qualified drivers. If 
we are unable to attract drivers when needed or contract with independent contractors when needed, we could be required to further adjust our driver 
compensation packages, increase driver recruiting efforts, or let trucks sit idle, any of which could adversely affect our growth and profitability.
Purchase price increases for new revenue equipment and/or decreases in the value of used revenue equipment could have an adverse effect on our 
results of operations, cash flows and financial condition.
During the last decade, the purchase price of new revenue equipment has increased significantly as equipment manufacturers recover increased materials 
costs and engine design costs resulting from compliance with increasingly stringent EPA engine emission standards. Additional EPA emission mandates in 
the future could result in higher purchase prices of revenue equipment which could result in higher than anticipated depreciation expenses. If we were 
unable to offset any such increase in expenses with freight rate increases, our cash flows and results of operations could be adversely affected. If the market 
price for used equipment continues to decline, then we could incur substantial losses upon disposition of our revenue equipment which could adversely 
affect our results of operations and financial condition.
 
We have significant ongoing capital requirements that could affect our liquidity and profitability if we are unable to generate sufficient cash from 
operations or obtain sufficient financing on favorable terms.
The transportation and logistics industry is capital intensive. If we are unable to generate sufficient cash from operations in the future, we may have to limit 
our growth, enter into unfavorable financing arrangements, or operate our revenue equipment for longer periods, any of which could have a material 
adverse effect on our profitability.
 
We operate in a highly regulated industry and increased costs of compliance with, or liability for violation of, existing or future regulations could have 
a material adverse effect on our business. 
The FMCSA and various state and local agencies exercise broad powers over our business, generally governing such activities as authorization to engage in 
motor carrier operations, drug and alcohol testing, safety and insurance requirements. Our owner-operators must comply with the safety and fitness 
regulations promulgated by the FMCSA, including those relating to drug and alcohol testing and hours-of-service. There also are regulations specifically 
relating to the trucking industry, including testing and specifications of equipment and product handling requirements. These measures could disrupt or 
impede the timing of our deliveries and we may fail to meet the needs of our customers. The cost of complying with these regulatory measures, or any 
future measures, could have a materially adverse effect on our business or results of operations. 

 
11
A determination that independent contractors are employees could expose us to various liabilities and additional costs.
Federal and state legislators and other regulatory authorities, as well as independent contractors themselves, often seek to assert that independent 
contractors in the transportation services industry are employees rather than independent contractors. An example of such legislation enacted in California 
is now enforceable against trucking companies. There can be no assurance that interpretations that support the independent contractor status will not 
change, that other federal or state legislation will not be enacted or that various authorities will not successfully assert a position that re-classifies 
independent contractors to be employees. If our independent contractors are determined to be our employees, that determination could materially increase 
our exposure under a variety of federal and state tax, workers’ compensation, unemployment benefits, labor, employment and tort laws, as well as our 
potential liability for employee benefits. In addition, such changes may be applied retroactively, and if so, we may be required to pay additional amounts to 
compensate for prior periods. Any of the above increased costs would adversely affect our business and operating results.
We may incur additional operating expenses or liabilities as a result of potential future requirements to address climate change issues.
Federal, state, and local governments, as well as some of our customers, are beginning to respond to global warming issues. This increased focus on 
sustainability may result in new legislation or regulations and customer requirements that could negatively affect us as we may incur additional costs or be 
required to make changes to our operations in order to comply with any new regulations or customer requirements. Legislation or regulations that 
potentially impose restrictions, caps, taxes, or other controls on emissions of greenhouse gases such as carbon dioxide, a by-product of burning fossil fuels 
such as those used in the Company’s trucks, could adversely affect our operations and financial results. More specifically, legislative, or regulatory actions 
related to climate change could adversely impact the Company by increasing our fuel costs and reducing fuel efficiency and could result in the creation of 
substantial additional capital expenditures and operating costs in the form of taxes, emissions allowances, or required equipment upgrades. Any of these 
factors could impair our operating efficiency and productivity and result in higher operating costs. In addition, revenues could decrease if we are unable to 
meet regulatory or customer sustainability requirements. These additional costs, changes in operations, or loss of revenues could have a material adverse 
effect on our business, financial condition, and results of operations.
 
Risks Related to Our Business
Our revenue is largely dependent on North American automotive industry production volume and may be negatively affected by future downturns in 
North American automobile production. 
A significant portion of our larger customers are concentrated in the North American automotive industry. During 2024, 47% of our revenues were derived 
from customers in the North American automotive industry. Our business and growth largely depend on continued demand for its services from customers 
in this industry. Any future downturns in North American automobile production, which also impacts our steel and other metals customers, could similarly 
affect our revenues in future periods.
Our business derives a large portion of revenue from a few major customers, and the loss of any one or more of them as customers, or a reduction in 
their operations, could have a material adverse effect on our business. 
A large portion of our revenue is generated from a limited number of major customers concentrated in the automotive, railroad, retail and consumer goods, 
steel and other metals, energy and manufacturing industries. Our top 10 customers accounted for approximately 56% of our operating revenues during 
2024. Our contracts with customers generally contain cancellation clauses, and there can be no assurance that these customers will continue to utilize our 
services or that they will continue at the same levels. Further, there can be no assurance that these customers will not be affected by a future downturn in 
demand, which would result in a reduction in their operations and corresponding need for our services. Moreover, our customers may individually lose 
market share, apart from general economic trends. If our major customers lose U.S. market share, they may have less need for services. A reduction in or 
termination of services by one or more of our major customers could have a material adverse effect on our business and results of operations.
If we are unable to retain our key employees, our business, financial condition, and results of operations could be harmed.
We are highly dependent upon the services of our key employees and executive officers. The loss of any of their services could have a material adverse 
effect on our operations and future profitability. We must continue to develop and retain a core group of managers if we are to realize our goal of 
expanding our operations and continuing our growth. We cannot assure that we will be able to do so.
A significant labor dispute that involves one of our customers or that could otherwise affect our operations could reduce our revenues and harm our 
profitability.
Our largest customers employ a substantial number of workers who are members of industrial trade unions, and their employment is subject to the terms of 
collective bargaining agreements. Strikes, work stoppages, slowdown or similar such actions in the future could negatively impact our revenue and 
profitability. A labor dispute involving another supplier to our customers that results in a slowdown or closure of our customers’ plants where we provide 
services could also have a material adverse effect on our business.

 
12
Significant increases in labor costs as a result of the renegotiation of our collective bargaining agreements could be harmful to our business and our 
profitability.
As of December 31, 2024, approximately 46% of our employees were members of unions and subject to collective bargaining agreements. Subject to a few 
exceptions, each of our unionized facilities has a separate agreement with the union that generally represents the workers at only that facility. Any work 
stoppages or slowdowns by our employees could affect our ability to meet our customers’ needs, and customers may do more business with our 
competitors if they believe that such actions may adversely affect our ability to provide our services. We may face the permanent loss of customers if we 
are unable to provide uninterrupted services. The terms of our future collective bargaining agreements may also affect our competitive position and results 
of operations.
The conflicts in Ukraine and the Middle East, expansion of such conflicts to other areas or similar conflicts, as well as the rising tensions between 
China and Taiwan, could adversely impact our business and financial results
We do not have any direct operations in Russia, Belarus, Ukraine, the Middle East, China, or Taiwan, but we may be affected by the broader consequences 
of the conflicts, or expansion of such conflicts to other areas or countries or similar conflicts elsewhere. The potential implications include increased tariffs, 
inflation, supply chain disruption, reduced access to parts for our revenue equipment, embargoes, geopolitical shifts, reduced access to diesel fuel, higher 
energy prices, and other effects on the global economy. The magnitude of these risks cannot be predicted, including the extent to which the conflicts may 
heighten other risk factors. Ultimately, these factors could materially and adversely affect the results of our operations.
Ongoing insurance and claims expenses could significantly reduce our earnings and cash flows.
Our future insurance and claims expenses might exceed historical levels, which could reduce our earnings and cash flows. We are self-insured for health 
and workers’ compensation insurance coverage up to certain limits. If medical costs continue to increase, or if the severity or number of claims increase, 
and if we are unable to offset the resulting increases in expenses with higher freight rates, our earnings could be materially and adversely affected.
 
We face litigation risks that could have a material adverse effect on the operation of our business.
We face litigation risks regarding a variety of issues, including without limitation, accidents involving our trucks and employees, alleged violations of 
federal and state labor and employment laws, securities laws, environmental liability, and other matters. These proceedings may be time-consuming, 
expensive, and disruptive to normal business operations. The defense of such lawsuits could result in significant expense and the diversion of our 
management’s time and attention from the operation of our business. In recent years, several insurance companies have stopped offering coverage to 
trucking companies as a result of increases in the severity of automobile liability claims and higher costs of settlements and verdicts. Recent jury awards in 
the trucking industry have reached into the tens and even hundreds of millions of dollars. Trends in such awards, commonly referred to as nuclear verdicts, 
could adversely affect our ability to obtain suitable insurance coverage or could significantly increase our cost for obtaining such coverage, which would 
adversely affect our financial condition, results of operations, liquidity, and cash flows. Costs we incur to defend or to satisfy a judgment or settlement of 
these claims may not be covered by insurance or could exceed the amount of that coverage or increase our insurance costs and could have a material 
adverse effect on our financial condition, results of operations, liquidity, and cash flows.
We have substantial fixed costs and, as a result, our operating income fluctuates disproportionately with changes in our net sales.
A significant portion of our expenses are fixed costs that neither increase nor decrease proportionately with our sales. There can be no assurance that we 
would be able to reduce our fixed costs proportionately in response to a decline in our sales; therefore, our competitiveness could be significantly impacted. 
As a result, a decline in our sales would result in a higher percentage decline in our income from operations and net income.
Our existing and future indebtedness could limit our flexibility in operating our business or adversely affect our business and our liquidity position. 
We have outstanding indebtedness, and our debt may fluctuate from time to time in the future for various reasons, including changes in the results of our 
operations, capital expenditures, and potential acquisitions. Our current indebtedness, as well as any future indebtedness, could, among other things:
•
impair our ability to obtain additional future financing for working capital, capital expenditures, acquisitions, or general corporate expenses;
 
•
limit our ability to use operating cash flow in other areas of our business due to the necessity of dedicating a substantial portion of these 
funds for payments on our indebtedness;
 
•
limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate;
 
•
make it more difficult for us to satisfy our obligations;

 
13
 
•
increase our vulnerability to general adverse economic and industry conditions; and
•
place us at a competitive disadvantage compared to our competitors.
 
Our ability to make scheduled payments on, or to refinance, our debt and other obligations will depend on our financial and operating performance, which, 
in turn, is subject to our ability to implement our strategic initiatives, prevailing economic conditions and certain financial, business, and other factors 
beyond our control. If our cash flow and capital resources are insufficient to fund our debt service and other obligations, we may be forced to reduce or 
delay expansion plans and capital expenditures, sell material assets or operations, obtain additional capital, or restructure our debt. We cannot provide any 
assurance that our operating performance, cash flow and capital resources will be sufficient to pay our debt obligations when they become due. We also 
cannot provide assurance that we would be able to dispose of material assets or operations or restructure our debt or other obligations if necessary or, even 
if we were able to take such actions, that we could do so on terms that are acceptable to us.
 
Disruptions in the credit markets may adversely affect our business, including the availability and cost of short-term funds for liquidity requirements 
and our ability to meet long-term commitments, which could adversely affect our results of operations, cash flows and financial condition.
If cash from operations is not sufficient, we may be required to rely on the capital and credit markets to meet our financial commitments and short-term 
liquidity needs. Disruptions in the capital and credit markets, as have been experienced during recent years, could adversely affect our ability to draw on 
our revolving credit facilities. Our access to funds under the credit facilities is dependent on the ability of banks to meet their funding commitments. A 
bank may not be able to meet their funding commitments if they experience shortages of capital and liquidity or if they experience excessive volumes of 
borrowing requests from other borrowers within a short period of time.
Longer term disruptions in the capital and credit markets as a result of uncertainty, changing or increased regulation, reduced alternatives, or failures of 
significant financial institutions could adversely affect our access to liquidity needed for our business. Any disruption could require us to take measures to 
conserve cash until the markets stabilize or until alternative credit arrangements or other funding for our business needs can be arranged, which could 
adversely affect our growth and profitability.
Our results of operations may be affected by seasonal factors.
Our productivity may decrease during the winter season when severe winter weather impedes operations. Also, some shippers may reduce their shipments 
after the winter holiday season. At the same time, operating expenses may increase, and fuel efficiency may decline due to engine idling during periods of 
inclement weather. Harsh weather conditions generally also result in higher accident frequency, increased freight claims, and higher equipment repair 
expenditures. Generally, demand for our value-added services delivered to existing customers increases during the second calendar quarter of each year as 
a result of the automotive industry’s spring selling season and decreases during the third quarter of each year due to the impact of scheduled OEM customer 
plant shutdowns in July for vacations and changeovers in production lines for new model years. Our value-added services business is also impacted in the 
fourth quarter by plant shutdowns during the December holiday period.
Our operations are subject to various environmental laws and regulations, the violation of which could result in substantial fines or penalties.
We are subject to various environmental laws and regulations dealing with the handling of hazardous materials, underground fuel storage tanks, and 
discharge and retention of storm water. We operate in industrial areas, where truck terminals and other industrial activities are located, and where 
groundwater or other forms of environmental contamination could occur. In prior years, we also maintained bulk fuel storage and fuel islands at two of our 
facilities. Our operations may involve the risks of fuel spillage or seepage, environmental damage, and hazardous waste disposal, among others. If we are 
involved in a spill or other accident involving hazardous substances, or if we are found to be in violation of applicable laws or regulations, it could have a 
materially adverse effect on our business and operating results. If we fail to comply with applicable environmental regulations, we could be subject to 
substantial fines or penalties and to civil and criminal liability.
Our business may be disrupted by natural disasters and severe weather conditions causing supply chain disruptions. 
Natural disasters such as fires, earthquakes, tsunamis, hurricanes, tornadoes, floods or other adverse weather and climate conditions, whether occurring in 
the United States or abroad, could disrupt our operations or the operations of our customers or could damage or destroy infrastructure necessary to transport 
products as part of the supply chain. Specifically, these events may damage or destroy or assets, disrupt fuel supplies, increase fuel costs, disrupt freight 
shipments or routes, and affect regional economies. As a result, these events could make it difficult or impossible for us to provide logistics and 
transportation services; disrupt or prevent our ability to perform functions at the corporate level; and/or otherwise impede our ability to continue business 
operations in a continuous manner consistent with the level and extent of business activities prior to the occurrence of the unexpected event, which could 
adversely affect our business and results of operations or make our results more volatile.

 
14
 
Our business may be harmed by public health crises, terrorist attacks, future war, or anti-terrorism measures.
The rapid or unrestricted spread of a contagious illness such as COVID-19, or the fear of such an event, could significantly disrupt global and domestic 
supply chains for our customers or result in various travel restrictions, any of which could have a material adverse effect on our business and results of 
operations. The duration of the current disruption in supply chains, and whether the magnitude of the disruption will change, are currently unknown. In 
addition, in order to prevent terrorist attacks, federal, state, and municipal authorities have implemented and continue to follow various security measures, 
including checkpoints and travel restrictions on large trucks. Our international operations in Canada and Mexico may be affected significantly if there are 
any disruptions or closures of border traffic due to security measures. Such measures may have costs associated with them, which, in connection with the 
transportation services we provide, we or our owner-operators could be forced to bear. Further, a public health crisis, terrorist attack, war, or risk of such an 
event also may have an adverse effect on the economy. A decline in economic activity could adversely affect our revenue or restrict our future growth. 
Instability in the financial markets as a result of a health pandemic, terrorism or war also could affect our ability to raise capital. In addition, the insurance 
premiums charged for some or all of the coverage currently maintained by us could increase dramatically or such coverage could be unavailable in the 
future.
We may be unable to successfully integrate the businesses we acquire into our operations.
Integrating acquired companies may involve unanticipated delays, costs or other operational or financial problems. Successful integration of the businesses 
we acquire depends on a number of factors, including our ability to transition acquired companies to our management information systems. In integrating 
acquired businesses, we may not achieve expected economies of scale or profitability or realize sufficient revenues to justify our investment. We also face 
the risk that an unexpected problem at one of the acquired companies will require substantial time and attention from senior management, diverting 
management’s attention from other aspects of our business. We cannot be certain that our management and operational controls will be able to support us 
as we grow.
Our information technology systems are subject to certain cyber risks and disasters that are beyond our control.
We depend heavily on the proper functioning and availability of our information, communications, and data processing systems, including operating and 
financial reporting systems, in operating our business. Our systems and those of our technology and communications providers are vulnerable to 
interruptions caused by natural disasters, power loss, telecommunication and internet failures, cyber-attack, and other events beyond our control. 
Accordingly, information security and the continued development and enhancement of the controls and processes designed to protect our systems, 
computers, software, data and networks from attack, damage or unauthorized access remain a priority for us.
We have been, and in the future may be, subject to cybersecurity and malware attacks and other intentional hacking. Any failure to identify and address or 
to prevent a cyber- or malware-attack could result in service interruptions, operational difficulties, loss of revenues or market share, liability to our 
customers or others, the diversion of corporate resources, injury to our reputation and increased service and maintenance costs.
Although our information systems are protected through physical and software security as well as redundant backup systems, they remain susceptible to 
cyber security risks. Some of our software systems are utilized by third parties who provide outsourced processing services which may increase the risk of 
a cyber-security incident. We have invested and continue to invest in technology security initiatives, employee training, information technology risk 
management and disaster recovery plans. The development and maintenance of these measures is costly and requires ongoing monitoring and updating as 
technologies change and efforts to overcome security measures become increasingly more sophisticated. Despite our efforts, we are not fully insulated from 
data breaches, technology disruptions or data loss, which could adversely impact our competitiveness and results of operations.
Any future successful cyber-attack or catastrophic natural disaster could significantly affect our operating and financial systems and could temporarily 
disrupt our ability to provide required services to our customers, impact our ability to manage our operations and perform vital financial processes, any of 
which could have a materially adverse effect on our business.

 
15
We are subject to certain risks arising from doing business in Mexico.
As we continue to grow our business in Mexico, we are subject to greater risks of doing business internationally. Those risks include but are not limited to 
the following:
•
Fluctuations in foreign currencies;
•
changes in the economic strength of Mexico;
•
difficulties in enforcing contractual obligations and intellectual property rights;
•
burdens of complying with a wide variety of international and U.S. export and import laws; and 
•
social, political, and economic instability. 
We also face additional risks associated with our business in Mexico, including but not limited to the following:
•
The adoption and enforcement of restrictive trade policies;
•
the imposition of any import or export tariffs, taxes, duties, or fees; 
•
the safety and security of our employees and independent contractors, and the potential theft or vandalism of our revenue equipment; and
•
potential disruptions or delays at border crossings due to immigration-related issues or other factors. 
If we are unable to address business concerns related to our Mexican operations in a timely and cost-efficient manner, our financial position, results of 
operations, or cash flows could be adversely affected.
If we make acquisitions in the future, we may not successfully integrate the acquired company, which could have a materially adverse effect on our 
business.
Historically, acquisitions have been a part of our growth. If we experience any internal integration issues with the acquired companies, they may negatively 
affect our results of operations. There is no assurance that we will be successful in identifying, negotiating, or consummating any future acquisitions. If we 
fail to make any future acquisitions, our historical growth rate could be materially and adversely affected. If we succeed in consummating future 
acquisitions, our business, financial condition and results of operations, may be materially adversely affected because:
•
Some of the acquired businesses may not achieve anticipated revenue, earnings, or cash flows;
•
We may assume liabilities that were not disclosed to us or otherwise exceed our estimates;
•
We may be unable to integrate acquired businesses successfully, or at all, and realize anticipated economic, operational and other benefits in a 
timely manner, which could result in substantial costs and delays or other operational, technical, or financial problems;
•
Acquisitions could disrupt our ongoing business, distract our management, and divert our resources;
•
We may experience an increase in our customer concentration;
•
We may experience difficulties operating in markets in which we have had no or only limited direct experience;
•
We may incur transaction costs and acquisition-related integration costs;
•
We could lose customers, employees, and drivers of any acquired company;
•
We may experience potential future impairment charges, write-offs, write-downs, or restructuring charges; and
•
We may incur indebtedness, issue dilutive equity securities, and/or incur large one-time expenses or charges.
 

 
16
Risks Related to Our Common Stock
Our public shareholders may have limited influence over our significant corporate actions.
Matthew T. Moroun, the Chairman of our Board of Directors, is the trustee of certain family trusts that collectively own greater than 50% of our 
outstanding shares. In this capacity, Mr. Moroun holds investment power over the shares in the family trusts. Frederick P. Calderone, a member of our 
Board of Directors, is the special trustee of the family trusts and, in that capacity, he exercises voting authority over the shares in the family trusts. The 
special trustee serves at the discretion of the trustee of the trusts, and members of the Moroun family are the beneficiaries of the trusts. Votes cast on behalf 
of the family trusts control any action requiring the general approval of our shareholders, including the election of our board of directors, the adoption of 
amendments to our articles of incorporation and bylaws, and the approval of any merger or sale of substantially all of our assets. This concentration of 
ownership could also limit the price that some investors might be willing to pay for shares of our common stock. 
The interests of our controlling shareholders may conflict with those of the Company and our other shareholders.
The interests of the Moroun family trusts could conflict with the interests of Universal or our other shareholders. For example, the concentration of 
ownership in the trusts could delay, defer, or prevent a change of control of the Company that may otherwise be favorable to the Company and our other 
shareholders. The votes cast on behalf of the family trusts could also result in our entry into transactions or agreements that our other shareholders do not 
approve. Our controlling shareholders might also refrain from voting in favor of a transaction that would result in our other shareholders receiving 
consideration for our common stock that is much higher than its then-current market price. Any such decisions that may be made in the future by our 
controlling shareholders will be in their absolute discretion, subject to applicable laws and fiduciary duties.
Because we are a “controlled company” under NASDAQ rules, we are not subject to certain corporate governance standards that apply to other 
publicly traded companies.
The NASDAQ rules state that a controlled company is one in which more than 50% of the voting power is held by another person or group of persons 
acting together. A controlled company may elect not to comply with certain corporate governance requirements, including:
•
a majority of the board of directors consist of independent directors;
•
a nominating and corporate governance committee composed entirely of independent directors with a written charter addressing the 
committee’s purpose and responsibilities; and
•
the compensation committee be composed entirely of independent directors with a written charter addressing the committee’s purpose and 
responsibilities.
We are a controlled company under these rules, and these requirements will not apply to us as long as we retain that status. Accordingly, you may not have 
the same protections afforded to shareholders of companies that are subject to all of the corporate governance requirements of NASDAQ.
Our stock trading volume may not provide adequate liquidity for investors. 
Although shares of our common stock are traded on the NASDAQ Global Market, the average daily trading volume in our common stock is less than that 
of other larger transportation and logistics companies. A public trading market having the desired characteristics of depth, liquidity and orderliness depends 
on the presence in the marketplace of a sufficient number of willing buyers and sellers of the common stock at any given time. This presence depends on 
the individual decisions of investors and general economic and market conditions over which we have no control. Given the daily average trading volume 
of our common stock, significant sales of the common stock in a brief period of time, or the expectation of these sales, could cause a decline in the price of 
our common stock. Additionally, low trading volumes may limit a shareholder’s ability to sell shares of our common stock.

 
17
We may change our dividend policy at any time.
The declaration and amount of any future dividends, including the payment of special dividends, is dependent on multiple factors, including our financial 
performance and capital needs, and is subject to the discretion of the Board of Directors. Our Board may, in its discretion, determine to cut, cancel, or 
eliminate our dividend and, therefore, the declaration of any dividend, at any frequency, as it is not assured. Each quarter, the Board considers whether the 
declaration of a dividend is in the best interest of our shareholders and in compliance with applicable laws and agreements. Although we expect to continue 
to pay dividends to holders of our common stock, we have no obligation to do so, and our dividend policy may change at any time without notice. Future 
dividends may also be affected by factors that our Board deems relevant, including our potential future capital requirements for investments, legal risks, 
changes in federal and state income tax laws, or corporate laws and contractual restrictions such as financial or operating covenants in our credit facilities. 
As a result, we may not pay dividends at the historical rate or at all.
Our articles of incorporation and bylaws have, and under Michigan law are subject to, provisions that could deter or prevent a change of control.
Our articles of incorporation and bylaws contain provisions that might enable our management to resist a proposed takeover of our Company. These 
provisions could discourage, delay, or prevent a change of control of our Company or an acquisition of our Company at a price that our shareholders may 
find attractive. These provisions also may discourage proxy contests and make it more difficult for our shareholders to elect directors and take other 
corporate actions. The existence of these provisions could limit the price that investors might be willing to pay in the future for shares of our common 
stock. These provisions include: 
•
a requirement that special meetings of our shareholders may be called only by our Board of Directors, the Chairman of our Board of 
Directors, our Chief Executive Officer, or the holders of a majority of our outstanding common stock; 
 
•
advance notice requirements for shareholder proposals and nominations;
 
•
the authority of our Board of Directors to issue, without shareholder approval, preferred stock with such terms as the Board of Directors may 
determine, including in connection with our implementation of any shareholders rights plan; and
•
an exclusive forum bylaw provision requiring that any derivative action brought on behalf of the corporation, any action asserting a claim of 
breach of a legal or fiduciary duty and any similar claim under the Michigan Business Corporation Act or our articles of incorporation must 
be brought exclusively in the Circuit Court of the County of Macomb in the State of Michigan or the United States District Court for the 
Eastern District of Michigan, Southern Division. 
In addition, certain provisions of Michigan law that apply to us could discourage or prevent a change of control or acquisition of our Company.
We identified a material weakness in our internal control over financial reporting that could have resulted in material misstatements in our financial 
statements and cause us to fail to meet our reporting and financial obligations.
 
As discussed in Part II, Item 9A “Management’s Report on Internal Control Over Financial Reporting” later in this report, in the fourth quarter of 2024, we 
identified a material weakness in our internal control over financial reporting. The material weakness results from errors in our financial statement 
preparation and the accounting for non-routine transactions that created changes within our business.  The primary cause of the errors was the need for 
additional technical accounting resources to allow us to accurately record and properly present our financial statements and related disclosures. We plan on 
remediating our material weakness, but our efforts may not be successful. To remediate the material weakness, we plan to enhance our internal staff of 
accounting and financial reporting employees with employees that have the requisite technical accounting knowledge. We also plan to expand our use of 
external consulting firms to provide advisory support for technical accounting guidance. We further intend to design and implement controls to formalize 
review procedures around the financial close process with appropriate segregation of duties. If we are unable to remediate the material weakness in an 
appropriate and timely manner, or if we identify additional control deficiencies that individually or together constitute significant deficiencies or material 
weaknesses, our ability to accurately record, process, and report financial information and consequently, our ability to prepare financial statements within 
required time periods, could be adversely affected. Failure to maintain effective internal control over financial reporting could result in violations of 
applicable securities laws and stock exchange listing requirements, subject us to litigation and investigations, negatively affect investor confidence in our 
financial statements, and adversely impact our stock price and ability to access capital markets.
ITEM 1B:	
UNRESOLVED STAFF COMMENTS
None.

 
18
ITEM 1C:	
CYBERSECURITY
Cybersecurity Risk Management and Strategy
We have developed and implemented a cybersecurity risk management program intended to protect the confidentiality, integrity, and availability of our 
critical systems and information.
We design and assess our program based on the National Institute of Standards and Technology Cybersecurity Framework (NIST CSF and AI Risk 
Management Framework). This does not mean that we meet any particular technical standards, specifications, or requirements, but only that we use the 
NIST CSF as a guide to help us identify, assess, and manage cybersecurity risks relevant to our business.
Information about cybersecurity risks and our risk management processes is collected, analyzed and considered as part of our overall enterprise risk 
management program.
Key components of our cybersecurity risk management program include:
•
risk assessments designed to help identify cybersecurity risks to our critical systems, information, services, and our broader enterprise IT 
environment;
•
a security team principally responsible for managing (1) our cybersecurity risk assessment processes, (2) architecture, implementation and 
monitoring of our security controls and infrastructure, and (3) our response to cybersecurity incidents;
•
the use of external service providers, where appropriate, to assess, test or otherwise assist with aspects of our security processes;
•
cybersecurity awareness training of our employees, incident response personnel and senior management; and
•
a cybersecurity incident response plan that includes procedures for responding to cybersecurity incidents.
At this time, we have not identified risks from known cybersecurity threats, including as a result of any prior cybersecurity incidents, that have materially 
affected us, including our operations, business strategy, results of operations, or financial condition. We face certain ongoing risks from cybersecurity 
threats that, if realized, are reasonably likely to materially affect us, including our operations, business strategy, results of operations, or financial condition. 
For an additional discussion of certain risks associated with cybersecurity see Item 1A, “Risk Factors” above.
Cybersecurity Governance
Our Board considers cybersecurity risk as part of its risk oversight function and has delegated to the Audit Committee oversight of cybersecurity and other 
information technology risks. The Audit Committee oversees management’s implementation of our cybersecurity risk management program. The Audit 
Committee receives quarterly reports from management on our cybersecurity risks. In addition, management updates the Audit Committee, as necessary, 
regarding any significant cybersecurity incidents. The Audit Committee reports to the full Board regarding its activities, including those related to 
cybersecurity, and the full Board also receives a periodic briefing from management on our cyber risk management program.
Our Cybersecurity team, led by our Vice President of Cyber Security, is responsible for assessing and managing our material risks from cybersecurity 
threats. The team is led by individuals who, on a combined basis, have more than 30 years of IT and cybersecurity related experience across multiple 
industries. Our Vice President of Cyber Security has primary responsibility for our overall cybersecurity risk management program and supervises both our 
internal cybersecurity personnel and any retained external cybersecurity consultants.
Our Cybersecurity team is informed about and monitors the prevention, detection, mitigation, and remediation of cybersecurity risks and incidents through 
various means, which may include, among other things, briefings with internal security personnel, threat intelligence and other information obtained from 
governmental, public or private sources, including external consultants engaged by us, and alerts and reports produced by security tools deployed in our IT 
environment.
ITEM 2:	PROPERTIES
Our headquarters, where we maintain our corporate administrative offices, are in Warren, Michigan. We own our corporate administrative offices, as well 
as 24 terminal yards and other properties in the following locations: Dearborn, Michigan; Romulus, Michigan; Compton, California; Riverside, California; 
Jacksonville, Florida; Garden City, Georgia; Savannah, Georgia; Harvey, Illinois; Gary, Indiana; Louisville, Kentucky; Albany, Missouri; South Kearny, 
New Jersey; Cleveland, Ohio; Columbus, Ohio; Reading, Ohio; York County, Pennsylvania; Wall, Pennsylvania; Mount Pleasant, South Carolina; 
Memphis, Tennessee; Dallas, Texas; Houston, Texas; Cloverdale, Virginia; and Clearfield, Utah.

 
19
As of December 31, 2024, we also leased 78 operating, terminal and yard, and administrative facilities in various U.S. cities located in 24 states, in 
Windsor, Ontario; and in Monterrey, Mexico; San Luis Potosí, Mexico; and Toluca, Mexico. Generally, our facilities are utilized by our operating 
segments for various administrative, transportation-related or value-added services. We also deliver value-added services under our contract logistics 
segment inside or linked to 54 facilities provided by customers. Certain of our leased facilities are leased from entities controlled by our majority 
shareholders. These facilities are leased on either a month-to-month basis or extended terms. For more information on our lease arrangements, see Part II, 
Item 8: Notes 11, 13 and 16 to the Consolidated Financial Statements.
ITEM 3:	LEGAL PROCEEDINGS
The Company is involved in certain other claims and pending litigation arising from the ordinary conduct of business. We also provide accruals for claims 
within our self-insured retention amounts. Based on the knowledge of the facts, and in certain cases, opinions of outside counsel, in the Company’s opinion 
the resolution of these claims and pending litigation will not have a material effect on our financial position, results of operations or cash flows. However, 
if we experience claims that are not covered by our insurance or that exceed our estimated claim reserve, it could increase the volatility of our earnings and 
have a materially adverse effect on our financial condition, results of operations or cash flows.
ITEM 4:	MINE SAFETY DISCLOSURES
Not applicable.
 

 
20
PART II
ITEM 5:	MARKET FOR THE REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES 
OF EQUITY SECURITIES
Market Information
Our common stock is traded on The NASDAQ Global Market under the symbol ULH. 
As of March 7, 2025, there were approximately 50 record holders of our common stock, based upon data available to us from our transfer agent. We 
believe, however, that we have a significantly greater number of shareholders because a substantial number of our common shares are held at the 
Depository Trust & Clearing Corporation on behalf of our shareholders.
Dividends
We have a cash dividend policy that anticipates a regular dividend of $0.42 per share of common stock, payable in quarterly increments of $0.105 per share 
of common stock. In addition, under our current dividend policy, after considering the regular quarterly dividends made during the year, the Board of 
Directors also evaluates the potential declaration of an annual special dividend payable in the first quarter of each year. The Board of Directors did not 
declare a special dividend in the first quarter of 2025. 
Currently, we anticipate continuing to pay cash dividends on a quarterly basis, but we cannot guarantee that such dividends will be paid in the future. 
Future dividend policy and the payment of dividends, if any, will be determined by the Board of Directors in light of circumstances then existing, including 
our earnings, financial condition and other factors deemed relevant by the Board of Directors.
Limitations on our ability to pay dividends are described under the section captioned “Liquidity and Capital Resources – Revolving Credit, Promissory 
Notes and Term Loan Agreements” in Item 7 of this Form 10-K.
Securities Authorized for Issuance under Equity Compensation Plans
See Part III, Item 12, “Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters” of this Annual Report for a 
presentation of compensation plans under which equity securities of the Company are authorized for issuance.
Purchases of Equity Securities by the Issuer
The following table provides information regarding the Company’s purchases of its common stock during the period from September 29, 2024 to 
December 31, 2024, the Company’s fourth fiscal quarter:
Fiscal Period
 
Total Number of 
Shares Purchased
   
Average Price Paid 
per Share
 
 
Total Number of 
Shares Purchased as 
Part of Publicly 
Announced Program  
 
Maximum Number of 
Shares that May Yet 
be Purchased Under 
the Plans or Program  
Sept. 29, 2024 - Oct. 26, 2024
 
 
—   
$
— 
  
— 
  
513,251 
Oct. 27, 2024 - Nov. 23, 2024
 
 
—   
 
— 
  
— 
  
513,251 
Nov. 24, 2024 - Dec. 31, 2024
 
 
471  (1)  
51.46 
  
— 
  
513,251 
Total
 
 
471   
$
51.46 
  
— 
  
513,251 
(1) Consists of 471 shares of common stock acquired on November 25, 2024 by the Company from an employee for $24,238 upon exercising its right of 
first refusal pursuant to a restricted stock bonus award agreement.
On July 29, 2021, the Company announced that it had been authorized to purchase up to 1,000,000 shares of its common stock from time to time in the 
open market. As of December 31, 2024, 513,251 shares remain available under this authorization. No specific expiration date has been assigned to the 
authorization.

 
21
Performance Graph
The graph below matches Universal Logistics Holdings, Inc.'s cumulative 5-year total shareholder return on common stock with the cumulative total 
returns of the NASDAQ Composite index and the NASDAQ Transportation index. The graph tracks the performance of a $100 investment in our common 
stock and in each index (with the reinvestment of all dividends) from December 31, 2019 to December 31, 2024.
 
    12/31/2019     12/31/2020     12/31/2021     12/31/2022     12/31/2023     12/31/2024  
Universal Logistics Holdings, Inc.
   
100.00     
109.86     
102.58     
184.59     
157.00     
260.01 
NASDAQ Composite
   
100.00     
144.92     
177.06     
119.45     
172.77     
223.87 
NASDAQ Transportation
   
100.00     
106.29     
120.41     
97.55     
130.87     
133.76 
 
The stock price performance included in this graph is not necessarily indicative of future stock price performance.

 
22
 
ITEM 6:	RESERVED
ITEM 7:	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Overview
Universal Logistics Holdings, Inc. is a holding company whose subsidiaries provide a variety of customized transportation and logistics solutions 
throughout the United States and in Mexico, Canada and Colombia. Our operating subsidiaries provide a comprehensive suite of transportation and 
logistics solutions that allow our customers to reduce costs and manage their global supply chains more efficiently. We market our services through a direct 
sales and marketing network focused on selling our portfolio of services to large customers in specific industry sectors, through company-managed 
facilities, and through a contract network of agents who solicit freight business directly from shippers.
We operate, manage or provide services at 142 logistics locations in the United States, Mexico, Canada and Colombia and through our network of agents 
and owner-operators located throughout the United States and in Ontario, Canada. Fifty-four of our value-added service operations are located inside 
customer plants or distribution operations; the other facilities are generally located close to our customers’ plants to optimize the efficiency of their 
component supply chains and production processes. Our facilities and services are often directly integrated into the production processes of our customers 
and represent a critical part of their supply chains. To support our flexible business model, we generally coordinate the duration of real estate leases 
associated with our value-added services with the end date of the related customer contract associated with such facility, or use month-to-month leases, in 
order to mitigate exposure to unrecovered lease costs.
We offer our customers a wide range of transportation services by utilizing a diverse fleet of tractors and trailing equipment provided by us, our owner-
operators and third-party transportation companies. Our owner-operators provided us with 1,598 tractors and 709 trailers. We own 3,340 tractors, 5,051 
trailers, 3,354 chassis and 107 containers. Our agents and owner-operators are independent contractors who earn a fixed commission calculated as a 
percentage of the revenue or gross profit they generate for us and who bring an entrepreneurial spirit to our business. Our transportation services are 
provided through a network of both union and non-union employee drivers, owner-operators, contract drivers, and third-party transportation companies.
As of December 31, 2024, we employed 10,821 people in the United States, Mexico, Canada, and Colombia, including 4,929 employees subject to 
collective bargaining agreements. We also engaged contract staffing vendors to supply an average of 88 additional personnel on a full-time-equivalent 
basis.
Our use of agents and owner-operators allows us to maintain both a highly flexible cost structure and a scalable business operation, while reducing 
investment requirements. These benefits are passed on to our customers in the form of cost savings and increased operating efficiency, while enhancing our 
cash generation and the returns on our invested capital and assets.
We believe that our flexible business model also offers us substantial opportunities to grow through a mixture of organic growth and acquisitions. We 
intend to continue our organic growth by recruiting new agents and owner-operators, expanding into new industry verticals and targeting further 
penetration of our key customers. We believe our integrated suite of transportation and logistics services, our network of facilities in the United States, 
Mexico, Canada, and Colombia, our long-term customer relationships and our reputation for operational excellence will allow us to capitalize on these 
growth opportunities. We also expect to continue to make strategic acquisitions of companies that complement our business model, as well as companies 
that derive a portion of their revenues from asset based operations.
We report our financial results in three distinct reportable segments, contract logistics, intermodal, and trucking. Operations aggregated in our contract 
logistics segment deliver value-added and/or dedicated transportation services to support in-bound logistics to industrial customers and major retailers on a 
contractual basis, generally pursuant to terms of one year or longer. Our intermodal segment is associated with local and regional drayage moves 
predominately coordinated by company-managed terminals using a mix of owner-operators, company equipment and third-party capacity providers (broker 
carriers). Operations included in our trucking segment are associated with individual freight shipments coordinated by our agents and company-managed 
terminals using a mix of owner-operators, company equipment and broker carriers.

 
23
Current Economic Conditions
As a leading provider of customized freight transportation and logistics solutions, our business can be impacted to varying degrees by factors beyond our 
control. The COVID-19 virus that emerged in 2020 affected economic activity broadly and customer sectors served by our industry. Labor and equipment 
shortages continue to present challenges to many transportation-related industries. Disruptions in supply chains for industrial materials and supplies have 
impacted some of the end-market activities that create demand for our services, and a significant labor dispute involving one or more of our customers 
could reduce our revenues and harm our profitability. We cannot predict how long these dynamics will last, or whether future challenges, if any, will 
adversely affect our results of operations.
Additionally, economic inflation can have a negative impact on our operating costs, and any economic recession could depress activity levels and adversely 
affect our results of operations. A prolonged period of inflationary pressures could cause interest rates, equipment, maintenance, labor and other operating 
costs to continue to increase. If the Company is unable to offset rising costs through corresponding customer rate increases, such increases could adversely 
affect our results of operations. However, the pricing environment generally becomes more competitive during economic downturns, which may, as it has 
in the past, affect our ability to obtain price increases from customers both during and following such periods. Also, an economic recession could depress 
customer demand for transportation services.
Factors Affecting Our Revenues
Operating Revenues. We generate substantially all of our revenues through fees charged to customers for the transportation of freight and for the 
customized logistics services we provide. We also derive revenue from fuel surcharges, where separately identifiable, loading and unloading activities, 
equipment detention, container management and storage and other related services. Operations in our intermodal and trucking segments are associated with 
individual freight shipments coordinated by our agents and company-managed terminals. In contrast, our contract logistics segment delivers value-added 
services and/or transportation services to specific customers on a dedicated basis, generally pursuant to contract terms of one year or longer. Our segments 
are further distinguished by the amount of forward visibility we have into pricing and volumes, and also by the extent to which we dedicate resources and 
company-owned equipment.
Our truckload, intermodal and brokerage revenues are primarily influenced by fluctuations in freight volumes and shipping rates. The main factors that 
affect these are competition, available truck capacity, and economic market conditions. Our value-added and dedicated transportation business is
substantially driven by the level of demand for outsourced logistics services. Major factors that affect our revenues include changes in manufacturing 
supply chain requirements, production levels in specific industries, pricing trends due to levels of competition and resource costs in logistics and 
transportation, and economic market conditions.
We recognize revenue as control of the promised goods or services is transferred to our customers, in an amount that reflects the consideration the 
Company expects to receive in exchange for its services. For our transportation services businesses, which include truckload, brokerage, intermodal and 
dedicated services, revenue is recognized over time as the performance obligations on the in-transit services are completed. For the Company’s value-added 
service businesses, we have elected to use the “right to invoice” practical expedient, reflecting that a customer obtains the benefit associated with value-
added services as they are provided. For additional information on revenue recognition, see Item 8, Note 3 to the Consolidated Financial Statements.
Factors Affecting Our Expenses
Purchased transportation and equipment rent. Purchased transportation and equipment rent represents the amounts we pay to our owner-operators or other 
third party equipment providers to haul freight and, to the extent required to deliver certain logistics services, the cost of equipment leased under short-term 
contracts from third parties. The amount of the purchased transportation we pay to our owner-operators is primarily based on contractually agreed-upon 
rates for each load hauled, net of any rental income we receive by leasing our trailers to owner-operators. The expense also includes the amount of fuel 
surcharges, where separately identifiable, that we receive from our customers and pass through to our owner-operators. Our strategy is to maintain a highly 
flexible business model that employs a cost structure that is mostly variable in nature. As a result, purchased transportation and equipment rent is the 
largest component of our costs and increases or decreases proportionately with changes in the amount of revenue generated by our owner-operators and 
other third party providers and with the production volumes of our customers. We recognize purchased transportation and equipment rent as the services 
are provided.

 
24
Direct personnel and related benefits. Direct personnel and related benefits include the salaries, wages and fringe benefits of our employees, as well as 
costs related to contract labor utilized in selling and operating activities. These costs are a significant component of our cost structure and increase or 
decrease proportionately with the expansion, addition or closing of operating facilities. As of December 31, 2024, approximately 46% of our employees 
were subject to collective bargaining agreements. Any changes in union agreements will affect our personnel and related benefits cost. The operations in 
the United States and Canada that are subject to collective bargaining agreements have separate, individualized agreements with several different unions 
that represent employees in these operations. While there are some facilities with multiple unions, each collective bargaining agreement with each union 
covers a single facility for that union. Such agreements have expiration dates that are generally independent of other collective bargaining agreements and 
include economics and operating terms tailored to the specific operational requirements of a customer. Our operation in Mexico provides competitive 
compensation within the Mexican statutory framework for managerial and supervisory personnel.
Operating supplies and expenses. These expenses include items such as fuel, tires and parts repair items primarily related to the maintenance of company 
owned and leased tractors, trailers and lift equipment, as well as licenses, dock supplies, communication, utilities, operating taxes and other general 
operating expenses. Because we maintain a flexible business model, our operating expenses generally relate to equipment utilization, fluctuations in 
customer demand and the related impact on our operating capacity. Our transportation services provided by company owned equipment depend on the 
availability and pricing of diesel fuel. Although we often include fuel surcharges in our billing to customers to offset increases in fuel costs, other operating 
costs have been, and may continue to be, impacted by fluctuating fuel prices. We recognize these expenses as they are incurred and the related income as it 
is earned.
Commission expense. Commission expense represents the amount we pay our agents for generating shipments on our behalf. The commissions we pay to 
our agents are generally established through informal oral agreements and are based on a percentage of revenue or gross profit generated by each load 
hauled. Traditionally, commission expense increases or decreases in proportion to the revenues generated through our agents. We recognize commission 
expense at the time we recognize the associated revenue.
Occupancy expense. Occupancy expense includes all costs related to the lease and tenancy of terminals and operating facilities, except utilities, unless such 
costs are otherwise covered by our customers. Although occupancy expense is generally related to fluctuations in overall customer demand, our contracting 
and pricing strategies help mitigate the cost impact of changing production volumes. To minimize potential exposure to inactive or underutilized facilities 
that are dedicated to a single customer, we strive where possible to enter into lease agreements that are coterminous with individual customer contracts, and 
we seek contract pricing terms that recover fixed occupancy costs, regardless of production volume. Occupancy expense may also include certain lease 
termination and related occupancy costs that are accelerated for accounting purposes into the fiscal year in which such a decision was implemented.
General and administrative expense. General and administrative expense includes the salaries, wages and benefits of administrative personnel, related 
support costs, taxes (other than income and property taxes), adjustments due to foreign currency transactions, bad debt expense, and other general expenses, 
including gains or losses on the sale or disposal of assets. These expenses are generally not directly related to levels of operating activity and may contain 
other expenses related to general business operations. We recognize general and administrative expense when it is incurred.
Insurance and claims. Insurance and claims expense represents our insurance premiums and the accruals we make for claims within our self-insured 
retention amounts. Our insurance premiums are generally calculated based on a mixture of a percentage of line-haul revenue and the size of our fleet. Our 
accruals have primarily related to cargo and property damage claims. We may also make accruals for personal injuries and property damage to third parties, 
physical damage to our equipment, general liability and workers' compensation claims if we experience a claim in excess of our insurance coverage. To 
reduce our exposure to non-trucking use liability claims (claims incurred while the vehicle is being operated without a trailer attached or is being operated 
with an attached trailer which does not contain or carry any cargo), we require our owner-operators to maintain non-trucking use liability coverage, which 
the industry refers to as deadhead bobtail coverage, of $2.0 million per occurrence. Our exposure to liability associated with accidents incurred by other 
third party providers who haul freight on our behalf is reduced by various factors including the extent to which they maintain their own insurance coverage. 
Our insurance expense varies primarily based upon the frequency and severity of our accident experience, insurance rates, our coverage limits and our self-
insured retention amounts.
Depreciation and amortization. Depreciation and amortization expense relates primarily to the depreciation of owned tractors, trailers, computer and 
operating equipment, and buildings as well as the amortization of the intangible assets recorded for our acquired customer contracts and customer and agent 
relationships. We estimate the salvage value and useful lives of depreciable assets based on current market conditions and experience with past 
dispositions.

 
25
Operating Revenues
For financial reporting, we broadly group our services into the following categories: truckload services, brokerage services, intermodal services, dedicated 
services and value-added services. Our truckload, brokerage and intermodal services are associated with individual freight shipments coordinated by our 
agents and company-managed terminals, while our dedicated and value-added services are provided to specific customers on a contractual basis, generally 
pursuant to contract terms of one year or longer. The following table sets forth operating revenues resulting from each of these service categories for the 
years ended December 31, 2024, 2023 and 2022, presented as a percentage of total operating revenues:
 
 
 
Years ended December 31,
 
 
 
2024
   
2023
   
2022
 
Operating revenues:
 
 
   
 
   
 
 
Truckload services
   
12.7%    
12.9%    
11.4%
Brokerage services
   
9.8 
  
14.7 
  
18.3 
Intermodal services
   
16.3 
  
22.5 
  
29.4 
Dedicated services
   
18.6 
  
20.7 
  
16.1 
Value-added services
   
42.6 
  
29.2 
  
24.8 
Total operating revenues
   
100.0%    
100.0%    
100.0%
Results of Operations
2024 Compared to 2023
The following table sets forth items derived from our Consolidated Statements of Income for the years ended December 31, 2024 and 2023:
 
 
 
2024
 
 
2023
 
 
Percent 
Change in 
Dollar Amount  
(Dollars in millions)
 
$
   
%
   
$
   
%
   
%
 
Operating revenues
  $
1,846,035     
100.0%   $
1,662,139     
100.0%    
11.1%
Operating expenses:
   
   
 
    
   
 
    
 
Purchased transportation and equipment rent
   
482,948     
26.2 
   
571,213     
34.4 
   
(15.5)
Direct personnel and related benefits
   
583,251     
31.6 
   
542,779     
32.7 
   
7.5 
Operating supplies and expenses
   
295,558     
16.0 
   
170,994     
10.3 
   
72.8 
Commission expense
   
27,285     
1.5 
   
31,370     
1.9 
   
(13.0)
Occupancy expense
   
44,209     
2.4 
   
44,301     
2.7 
   
(0.2)
General and administrative
   
55,323     
3.0 
   
51,839     
3.1 
   
6.7 
Insurance and claims
   
26,441     
1.4 
   
27,163     
1.6 
   
(2.7)
Depreciation and amortization
   
124,188     
6.7 
   
77,036     
4.6 
   
61.2 
Impairment expense
   
3,720     
0.2 
   
—     
— 
 
n/m  
Total operating expenses
   
1,642,923     
89.0 
   
1,516,695     
91.2 
   
8.3 
Income from operations
   
203,112     
11.0 
   
145,444     
8.8 
   
39.6 
Interest (expense), net
   
(30,207)    
(1.6)    
(22,753)    
(1.4)    
32.8 
Other non-operating income
   
837     
0.0 
   
1,608     
0.1 
   
(47.9)
Income before income taxes
   
173,742     
9.4 
   
124,299     
7.5 
   
39.8 
Income tax expense
   
43,835     
2.4 
   
31,398     
1.9 
   
39.6 
Net income
  $
129,907     
7.0%   $
92,901     
5.6%    
39.8%
Operating revenues. The overall increase in operating revenues was primarily due to an increase in our contract logistics segment revenues. This increase
was partially offset by decreases in our transactional transportation-related services. Contract logistics segment revenues in 2024 included $228.0 million 
attributable to our specialty development project in Stanton, TN, which was completed during the year, and an additional $59.5 million from the fourth 
quarter acquisition of Parsec. Operating revenues included separately-identified fuel surcharges of $97.1 million in the year ended December 31, 2024, 
compared to $118.3 million in the year ended December 31, 2023. Also included in operating revenues were other accessorial charges such as detention, 
demurrage and storage, which totaled $34.1 million during the year ended December 31, 2024, compared to $58.1 million one year earlier. 
 
 

 
26
Purchased transportation and equipment rent. Purchased transportation and equipment rent generally increases or decreases in proportion to the revenues 
generated through owner-operators and other third party providers. These fluctuations are generally correlated with changes in demand for transactional 
transportation-related services. The absolute decrease in purchased transportation and equipment rental costs was primarily the result of an overall decrease 
in transactional transportation-related services. In the year ended December 31, 2024, transactional transportation-related service revenues decreased 14.0% 
compared to the prior year.
Direct personnel and related benefits. Trends in direct personnel and benefit costs are generally correlated with changes in operating facilities and 
headcount requirements and, therefore, fluctuate correspondingly with the level of demand for our staffing needs in our contract logistics segment, which 
includes value-added services and dedicated transportation, as well as the use of employee drivers in certain of our intermodal operations. The increase in 
the year ended December 31, 2024, was due to an increase in headcount in our contract logistics businesses primarily due to the acquisition of Parsec. 
While generalizations about the impact of personnel and related benefits costs are difficult, we manage compensation and staffing levels, including the use 
of contract labor, to maintain target economics based on near-term projections of demand for our services.
Operating supplies and expenses. Operating supplies and expenses include items such as fuel, maintenance, cost of materials, communications, utilities and 
other operating expenses, and generally relate to fluctuations in customer demand. The main element driving the change was an increase in the expenses 
incurred in connection with the previously announced contract logistics specialty development project. 
Commission expense. Commission expense decreased due to decreased revenue in our agency-based truckload business.
Occupancy expense. The decrease in occupancy expense was attributable to a decrease in building rents. This was partially offset by an increase in property 
taxes.
General and administrative. The increase in general and administrative expense was primarily due to an increase in salaries, wages, benefits and bonuses.
Insurance and claims. The decrease in insurance and claims expense was primarily due to a decrease in auto liability claims expense. 
Depreciation and amortization. The increase in depreciation and amortization expense resulted from a $38.3 million increase in depreciation expense and 
an $8.8 million increase in amortization expense. During the first half 2024, Universal revised the estimated useful life and salvage value of certain 
equipment, and these adjustments resulted in additional depreciation expense of $11.3 million during the period.
Impairment expense.  The increase in impairment expense primarily relates to the goodwill impairment charges resulting from the closure of our company-
managed brokerage operations.
Interest expense, net. The increase in net interest expense reflects an increase in our outstanding borrowings. As of December 31, 2024, our outstanding 
borrowings were $762.6 million compared to $386.4 million at December 31, 2023.
Other non-operating income. Other non-operating income decreased by $0.8 million in the year ended December 31, 2024 and included $0.8 million of 
pre-tax holding gain on marketable securities due to changes in fair value recognized in income.
Income tax expense. Our effective income tax rate was 25.2% in year ended December 31, 2024, compared to 25.3% in the year ended December 31, 2023. 
The increase in income taxes is primarily the result of an increase in taxable income.  
 

 
27
2023 Compared to 2022
The following table sets forth items derived from our Consolidated Statements of Income for the years ended December 31, 2023 and 2022:
 
 
 
2023
 
 
2022
 
 
Percent 
Change in 
Dollar Amount
 
(Dollars in millions)
 
$
   
%
   
$
   
%
   
%
 
Operating revenues
  $
1,662,139     
100.0%   $
2,015,456     
100.0%    
(17.5)%
Operating expenses:
   
   
 
    
   
 
    
 
Purchased transportation and equipment rent
   
571,213     
34.4 
   
847,414     
42.0 
   
(32.6)
Direct personnel and related benefits
   
542,779     
32.7 
   
520,263     
25.8 
   
4.3 
Operating supplies and expenses
   
170,994     
10.3 
   
177,440     
8.8 
   
(3.6)
Commission expense
   
31,370     
1.9 
   
40,288     
2.0 
   
(22.1)
Occupancy expense
   
44,301     
2.7 
   
41,286     
2.0 
   
7.3 
General and administrative
   
51,839     
3.1 
   
48,924     
2.4 
   
6.0 
Insurance and claims
   
27,163     
1.6 
   
22,749     
1.1 
   
19.4 
Depreciation and amortization
   
77,036     
4.6 
   
76,657     
3.8 
   
0.5 
Total operating expenses
   
1,516,695     
91.2 
   
1,775,021     
88.1 
   
(14.6)
Income from operations
   
145,444     
8.8 
   
240,435     
11.9 
   
(39.5)
Interest (expense), net
   
(22,753)    
(1.4)    
(16,156)    
(0.8)    
40.8 
Other non-operating income
   
1,608     
0.1 
   
1,143     
0.1 
   
40.7 
Income before income taxes
   
124,299     
7.5 
   
225,422     
11.2 
   
(44.9)
Income tax expense
   
31,398     
1.9 
   
56,790     
2.8 
   
(44.7)
Net income
  $
92,901     
5.6%   $
168,632     
8.4%    
(44.9)%
Operating revenues. The decrease in operating revenues was primarily due to decreased rates and volumes in our transactional transportation-related 
services, which includes truckload, brokerage, and intermodal services. Operating revenues included separately identified fuel surcharges of $118.3 million 
in 2023, compared to $168.6 million in 2022. Also included in operating revenues were other accessorial charges such as detention, demurrage and storage, 
which totaled $58.1 million during 2023 compared to $123.6 million one year earlier. 
Purchased transportation and equipment rent. Purchased transportation and equipment rent generally increases or decreases in proportion to the revenues 
generated through owner-operators and other third party providers.  These fluctuations are generally correlated with changes in demand for transactional 
transportation-related services. The absolute decrease in purchased transportation and equipment rental costs was primarily the result of an overall decrease 
in transactional transportation-related services. In 2023, transactional transportation-related service revenues decreased 30.1% compared to the prior year.
Direct personnel and related benefits. Trends in direct personnel and benefit costs are generally correlated with changes in operating facilities and 
headcount requirements and, therefore, fluctuate correspondingly with the level of demand for our staffing needs in our contract logistics segment, which 
includes value-added services and dedicated transportation, as well as the use of employee drivers in certain of our intermodal operations. The increase was 
due to the launch of new business wins and robust volumes experienced at our contract logistics operations during 2023. While generalizations about the 
impact of personnel and related benefits costs are difficult, we manage compensation and staffing levels, including the use of contract labor, to maintain 
target economics based on near-term projections of demand for our services.
Operating supplies and expenses. Operating supplies and expenses include items such as fuel, maintenance, cost of materials, communications, utilities and 
other operating expenses, and generally relate to fluctuations in customer demand. The main element driving the change was a decrease in other operating 
expenses including professional fees and bad debt expense. This was partially offset by an increase in vehicle and other maintenance.
Commission expense. Commission expense decreased due to decreased revenue in our agency-based truckload business and decreased revenue from our 
intermodal agents.
Occupancy expense. The increase in occupancy expense was attributable to an increase in building rents and property taxes.
General and administrative. The increase in general and administrative expense was primarily due to an increase in salaries and wages as well as 
professional fees.

 
28
Insurance and claims. The increase in insurance and claims expense was primarily due to a decrease in owner operator insurance deductions primarily 
related to the conversion of drivers in California to employees and an increase in auto liability insurance and claims expense. This was partially offset by a 
decrease in cargo claims. 2022 also included a $3.0 million credit to insurance and claims expense resulting from the favorable settlement of certain auto 
liability claims.
Depreciation and amortization. The increase in depreciation and amortization expense resulted from a $2.1 million increase in depreciation expense and 
was partially offset by a $1.7 million decrease in amortization expense. During 2022, Universal revised the estimated useful life and salvage value of 
certain equipment, and these adjustments resulted in additional depreciation expense of $9.7 million in 2022.
Interest expense, net. The increase in net interest expense reflects an increase in our outstanding borrowings as well as an increase in interest rates on our 
outstanding borrowings. As of December 31, 2023, our outstanding borrowings were $386.4 million compared to $382.9 million at December 31, 2022.
Other non-operating income (expense). Other non-operating income increased by $0.5 million in 2023 and included $0.2 million in realized gain on sales 
of marketable securities during the year.
Income tax expense. Our effective income tax rate was 25.3% in 2023 compared to 25.2% in 2022. The decrease in income taxes was primarily the result of 
a decrease in taxable income.  
Segment Financial Results
We report our financial results in three distinct reportable segments: contract logistics, intermodal, and trucking, which are based primarily on the services 
each segment provides. This presentation reflects the manner in which management evaluates our operating segments, including an evaluation of economic 
characteristics and applicable aggregation criteria.
The following tables summarize information about our reportable segments for the years ended December 31, 2024, 2023 and 2022 (in thousands):
 
 
 
Operating Revenues
 
 
 
December 31,
 
 
 
2024
   
2023
   
2022
 
Contract logistics
  $
1,129,658    $
829,574    $
823,934 
Intermodal
   
308,744     
382,610     
622,615 
Trucking
   
331,982     
333,211     
392,639 
Other
   
75,651     
116,744     
176,268 
Total operating revenues
  $
1,846,035    $
1,662,139    $
2,015,456 
 
 
 
Income from Operations
 
 
 
December 31,
 
 
 
2024
   
2023
   
2022
 
Contract logistics
  $
219,084    $
127,752    $
118,437 
Intermodal
   
(27,741)    
1,604     
85,037 
Trucking
   
20,963     
17,258     
27,564 
Other
   
(9,194)    
(1,170)    
9,397 
Total income from operations
  $
203,112    $
145,444    $
240,435 
 
2024 Compared to 2023
In the contract logistics segment, which includes our value-added and dedicated services, operating revenues increased 36.2%. Contract logistics segment 
revenues in 2024 included $228.0 million attributable to our specialty development project in Stanton, TN, which was completed during the year, and an 
additional $59.5 million from the fourth quarter acquisition of Parsec. At the end of the fourth quarter 2024, we managed 90 value-added programs, 
including 20 new rail terminal operations compared to 71 in the prior year. Included in contract logistics segment revenues for the year ended December 
31, 2024, were $36.3 million in separately identified fuel surcharges from dedicated transportation services, compared to $36.3 million in the same period 
last year. Income from operations increased $91.3 million and operating margin, as a percentage of revenue was 19.4% for the year ended December 31, 
2024, compared to 15.4% in the year ended December 31, 2023.

 
29
Operating revenues in the intermodal segment decreased 19.3% primarily due to a decrease in the average operating revenue per load and the number of 
loads hauled. Included in intermodal segment revenues for the year ended December 31, 2024 were $40.7 million in separately identified fuel surcharges, 
compared to $56.5 million in the same period last year. Intermodal segment revenues also include other accessorial charges such as detention, demurrage 
and storage, which totaled $34.1 million during the year ended December 31, 2024 compared to $58.1 million in the year ended December 31, 2023. Load 
volumes declined 11.8%, while the average operating revenue per load, excluding fuel surcharges, fell 1.6% on a year-over-year basis. As a percentage of 
revenue, operating margin in the intermodal segment for the year ended December 31, 2024 was (9.0)%, compared to 0.4% one year earlier.
In the trucking segment, operating revenues decreased 0.4% primarily due to a decrease in the number of loads hauled. Trucking segment revenues 
included $101.3 million of brokerage services compared to $124.3 million during the same period last year. Also included in our trucking segment 
revenues were $20.0 million in separately identified fuel surcharges during the year ended December 31, 2024 compared to $25.5 million in fuel surcharges 
in the year ended December 31, 2023. On a year-over-year basis, load volumes declined 12.8%; however, the average operating revenue per load, 
excluding fuel surcharges, increased 14.7%, supported by our specialty, heavy-haul wind business. As a percentage of revenue, operating margin in the 
trucking segment for the year ended December 31, 2024, was 6.3% compared to 5.2% during the same period last year.
2023 Compared to 2022
In the contract logistics segment, which includes our value-added and dedicated services, operating revenues increased 0.7%. At the end of 2023, we 
managed 71 value-added programs compared to 63 at the end of 2022. Included in our contract logistics segment revenues for 2023 were $36.3 million in 
separately identified fuel surcharges from dedicated transportation services, compared to $41.7 million last year. Income from operations increased $9.3 
million and operating margin, as a percentage of revenue was 15.4% for 2023, compared to 14.4% last year.
Operating revenues in the intermodal segment decreased 36.7% primarily due to decreases in the average revenue per load, excluding fuel surcharges and 
in the number of loads hauled. Included in intermodal segment revenues for 2023 were $56.5 million in separately identified fuel surcharges, compared to 
$92.3 million last year. Intermodal segment revenues also include other accessorial charges such as detention, demurrage and storage, which totaled $58.1 
million during 2023 compared to $123.6 million one year earlier. The average operating revenue per load, excluding fuel surcharges, decreased 19.8% and 
load volumes fell an additional 14.3% on a year-over-year basis. As a percentage of revenue, operating margin in the intermodal segment for 2023 was 
0.3%, compared to 14.1% one year earlier.
In the trucking segment, operating revenues decreased 15.1% primarily due to decreases in the average revenue per load, excluding fuel surcharges and in 
the number of loads hauled. Trucking segment revenues included $124.3 million of brokerage services compared to $168.3 million during the same period 
last year. Also included in our trucking segment revenues were $25.5 million in separately identified fuel surcharges during 2023 compared to $34.7 
million in fuel surcharges last year. On a year-over-year basis, the average operating revenue per load, excluding fuel surcharges, decreased 3.8% while 
load volumes declined 10.9%. As a percentage of revenue, operating margin in the trucking segment for 2023 was 5.2% compared to 7.0% last year.
Liquidity and Capital Resources
Our primary uses of cash are working capital requirements, capital expenditures, dividend payments, share repurchases, and debt service requirements. 
Additionally, we may use cash for acquisitions and other investment and financing activities. Working capital is required principally to ensure we are able 
to run the business and have sufficient funds to satisfy maturing short-term debt and operational expenses. Our capital expenditures consist primarily of 
transportation equipment, investments in support of our value-added service operations and the expansion of our terminal network.
Historically, our primary source of liquidity has been cash flow from operations. In addition, we have a $400 million revolving credit facility maturing in 
September 30, 2027, and we may increase the available capacity by $200 million upon our request. At December 31, 2024, $89.1 million was available for 
borrowing.
Our UACL subsidiaries have credit facility maturing in September 30, 2027, which includes a $10 million revolver. At December 31, 2024, $10.0 million 
was available for borrowing.
We also finance the purchase of transportation equipment with equipment notes. The notes are secured by liens on specific vehicles and are generally 
payable in 60 monthly installments.
We also have a $165.4 million term loan facility that matures in April 2032, and it is secured by first-priority mortgages on specific parcels of owned real 
estate.
We also maintain a short-term line of credit secured by our portfolio of marketable securities. We did not have any amounts advanced against the line as of 
December 31, 2024, and the maximum available borrowings were $6.0 million.

 
30
We anticipate that cash generated from operations, together with amounts available under our credit facilities, will be sufficient to meet our requirements 
for the foreseeable future. To the extent additional funds are necessary to meet our long-term liquidity needs as we continue to execute our business 
strategy, we anticipate that we will obtain these funds through additional borrowings, equity offerings, or a combination of these potential sources of 
liquidity. Our ability to fund future operating expenses and capital expenditures, as well as our ability to meet future debt service obligations or refinance 
our indebtedness, will depend on our future operating performance, which will be affected by general economic, financial, and other factors beyond our 
control.
In 2024, our capital expenditures totaled $251.6 million. These expenditures primarily consisted of transportation equipment, investments in support of our 
value-added service operations and the expansion of our terminal network. In 2025, we expect our capital expenditures to be in the range of $190 million to 
$215 million.
The following table presents our cash and cash equivalents, marketable securities, and outstanding debt and the present value of our operating lease 
liabilities as of December 31 (in thousands):
 
 
2024
 
 
2023
 
Cash and cash equivalents
 $
19,351   $
12,511 
Marketable securities
  
11,590    
10,772 
Outstanding debt
  
762,641    
386,445 
Present value of operating lease liabilities
  
79,351    
93,618 
Debt
At December 31, 2024, we were in compliance with all financial covenants under our credit agreements and the agreements governing our promissory
notes. For additional information on our financing arrangements, see Item 8, Note 9 to the Consolidated Financial Statements.
Discussion of Cash Flows
At December 31, 2024, we had cash and cash equivalents of $19.4 million compared to $12.5 million at December 31, 2023. Operating activities provided 
$112.4 million in net cash and financing activities provided an additional $365.0 million. During 2024, we used $462.9 million in investing activities. 
The $112.4 million in net cash provided by operations was primarily attributed to $129.9 million of net income, adjusted for various noncash charges 
totaling $191.5 million, net, and an increase in net working capital totaling $209.1 million. Excluding the impacts on working capital from business 
combinations, the primary drivers behind the increase were principal reductions in operating lease liabilities during the period, increases in contract assets, 
and decreases in trade accounts payable, income taxes payable and in other long-term liabilities. These were partially offset decreases in trade and other 
receivables, and increases in accrued expenses and other current liabilities and in accruals for insurance and claims. Affiliate transactions increased net cash 
provided by operating activities by $1.9 million. The increase in net cash resulted from an increase in accounts payable to affiliates of $2.5 million, which 
was partially offset by an increase in accounts receivable from affiliates of $0.6 million.
The $462.9 million in net cash used in investing activities primarily consisted of $251.6 million in capital expenditures and $215.8 million for the 
acquisitions of Parsec and East Texas Heavy Haul. These expenditures were partially offset by $4.4 million in proceeds from the sale of equipment. 
Financing activities provided $365.0 million in net cash during the period. We had outstanding borrowings totaling $762.6 million at December 31, 2024 
compared to $386.4 million at December 31, 2023. During the period, we made payments on term loan and equipment and real estate notes totaling $104.2 
million, borrowed $191.4 million for new equipment and had net borrowings on our revolving lines of credit totaling $288.9 million. During the period, we 
also paid cash dividends of $11.1 million and purchased $0.1 million of treasury stock.
Off-Balance Sheet Arrangements
As of December 31, 2024, we had no off-balance sheet arrangements that have, or are reasonably likely to have, a current or future material effect on our 
consolidated financial condition, results of operations, liquidity, capital expenditures, or capital resources.
Contractual Obligations
As of December 31, 2024, we had contractual obligations related to our long-term debt, inclusive of our credit facilities, of $672.9 million and $88.7 
million for principal borrowings and interest, respectively, which become due through 2032. See Item 8, Note 9, Debt and Credit Facilities, for additional 
information regarding our debt obligations. We also have contractual obligations for finance and operating leases and purchase commitments related to 
agreements to purchase transportation equipment. See Item 8, Note 13, Leases, and Note 16, Commitments and Contingencies, respectively, for additional 
information regarding our lease and purchase commitment obligations.

 
31
Legal Matters
We are subject to various legal proceedings and other contingencies, the outcomes of which are subject to significant uncertainty. We accrue estimated 
losses if it is probable that an asset has been impaired or a liability has been incurred and the amount of the loss can be reasonably estimated. We use 
judgment and evaluate, with the assistance of legal counsel, whether a loss contingency arising from litigation should be disclosed or recorded. The 
outcome of legal proceedings is inherently uncertain, so typically a loss cannot be precisely estimated. Accordingly, if the outcome of legal proceedings is 
different than is anticipated by us, we would have to record the matter at the actual amount at which it was resolved, in the period resolved, impacting our 
results of operations and financial position for the period. See Item 8, Note 16 to the Consolidated Financial Statements.
Critical Accounting Policies
Our financial statements have been prepared in accordance with U.S. generally accepted accounting principles. The preparation of these financial 
statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, operating revenues and operating expenses.
Critical accounting policies are those that are both (1) important to the portrayal of our financial condition and results of operations and (2) require 
management's most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently 
uncertain. As the number of variables and assumptions affecting the possible future resolution of the uncertainties increase, those judgments become even 
more subjective and complex. In order to provide an understanding about how our management forms its judgments about future events, including the 
variables and assumptions underlying the estimates, and the sensitivity of those judgments to different circumstances, we have identified our critical 
accounting policies below.
Insurance and Claim Costs
We maintain auto liability, workers compensation and general liability insurance with licensed insurance carriers. We are self-insured for all cargo and 
equipment damage claims. Insurance and claims expense represents premiums paid by us and the accruals made for claims within our self-insured retention 
amounts. A liability is recognized for the estimated cost of all self-insured claims including an estimate of incurred but not reported claims based on 
historical experience and for claims expected to exceed our policy limits. In addition, legal expenses related to auto liability claims are covered under our 
policy. We are responsible for all other legal expenses related to claims.
We establish reserves for anticipated losses and expenses related to cargo and equipment damage claims and auto liability claims. The reserves consist of 
specific reserves for all known claims and an estimate for claims incurred but not reported, and losses arising from known claims ultimately settling in 
excess of insurance coverage using loss development factors  based  upon  industry data and past experience. In determining the reserves, we specifically 
review all known claims and record a liability based upon our best estimate of the amount to be paid. In making our estimate, we consider the amount and 
validity of the claim, as well as our past experience with similar claims. In establishing the reserve for claims incurred but not reported, we consider our 
past claims history, including the length of time it takes for claims to be reported to us. Based on our past experience, the time between when a claim 
occurs and when it is reported to us is short. As a result, we believe that the number of incurred but not reported claims at any given point in time is small. 
These reserves are periodically reviewed and adjusted to reflect our experience and updated information relating to specific claims. As of December 31, 
2024 and 2023, we had accruals of $13.3 million and $11.2 million, respectively, for estimated claims net of insurance receivables. If we experience claims 
that are not covered by our insurance or that exceed our estimated claim reserve, it could increase the volatility of our earnings and have a materially 
adverse effect on our financial condition, results of operations or cash flows. Based on our 2024 reserve for claims incurred but not reported, a 10% 
increase in claims incurred but not reported would increase our insurance and claims expense by approximately $0.5 million.

 
32
Valuation of Long-Lived Assets, including Goodwill and Intangible Assets
As of December 31, 2024 and 2023, our goodwill balances were $206.8 million and $170.7 million, respectively. We are required to test goodwill for 
impairment annually or more frequently, whenever events occur or circumstances change that would more likely than not reduce the fair value of a 
reporting unit with goodwill below its carrying amount. We annually test goodwill impairment during the third quarter. Goodwill represents the excess 
purchase price over the fair value of assets acquired in connection with our acquisitions. We continually assess whether any indicators of impairment exist, 
which requires a significant amount of judgment. Such indicators may include a sustained significant decline in our share price and market capitalization; a 
decline in our expected future cash flows; a significant adverse change in legal factors or in the business climate; unanticipated competition; overall 
weaknesses in our industry; and slower growth rates. Adverse changes in these factors could have a significant impact on the recoverability of goodwill and 
could have a material impact on our consolidated financial statements. The Company has the option to first assess qualitative factors such as current 
performance and overall economic conditions to determine whether or not it is necessary to perform a quantitative goodwill impairment test. If we choose 
that option, then we would not be required to perform a quantitative goodwill impairment test unless we determine that, based on a qualitative assessment, 
it is more likely than not that the fair value of a reporting unit is less than its carrying value. If we determine that it is more likely than not, or if we choose 
not to perform a qualitative assessment, we then proceed with the quantitative assessment. Under the quantitative test, if the fair value of a reporting unit 
exceeds its carrying amount, then goodwill of the reporting unit is considered to not be impaired. If the carrying amount of the reporting unit exceeds its 
fair value, then an impairment loss is recognized in an amount equal to the excess, up to the value of the goodwill. 
In the third quarter of 2024, the Company closed its company-managed brokerage operations.  In connection with the closure, we identified certain 
triggering events that resulted in aggregate goodwill impairment charges totaling $3.5 million within our former company-managed brokerage reporting 
segment. See Item 8, Note 1 to the Consolidated Financial Statements.
During each of the third quarters of 2024 and 2023, we completed our annual goodwill impairment testing by performing a quantitative assessment using 
the income approach for each of our reporting units with goodwill. The determination of the fair value of the reporting units requires us to make estimates 
and assumptions related to future revenue, operating income and discount rates. Based on the results of this test, no further impairment loss was recognized. 
There were no triggering events identified from the date of our assessment through December 31, 2024 that would require an update to our annual 
impairment test.
We evaluate the carrying value of long-lived assets, other than goodwill, for impairment by analyzing the operating performance and anticipated future 
cash flows for those assets, whenever events or changes in circumstances indicate that the carrying amounts of such assets may not be recoverable. We 
evaluate the need to adjust the carrying value of the underlying assets if the sum of the expected cash flows is less than the carrying value. Our projection 
of future cash flows, the level of actual cash flows, the methods of estimation used for determining fair values and salvage values can impact impairment. 
Any changes in management's judgments could result in greater or lesser annual depreciation and amortization expense or impairment charges in the future. 
Depreciation and amortization of long-lived assets is calculated using the straight-line method over the estimated useful lives of the assets.
Recently Issued Accounting Pronouncements Not Currently Effective
See Item 8: Note 2 to the Consolidated Financial Statements for discussion of new accounting pronouncements.
 
ITEM 7A:	
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Interest Rate Risk
Our principal exposure to interest rate risk relates to outstanding borrowing under our revolving credit and term loan agreements, our real estate facility, 
and margin facility, all of which charge interest at floating rates. Borrowings under the credit agreements with each of the banks bear interest at Term 
SOFR or a base rate, plus an applicable margin. Our margin facility bears interest at Term SOFR plus 1.10%. As of December 31, 2024, we had total 
variable interest rate borrowings of $484.5 million. Assuming variable rate debt levels remain at $484.5 million for a full year, a 100 basis point increase in 
interest rates on our variable rate debt would increase interest expense approximately $4.8 million annually.
In connection with the Real Estate Facility, we entered into interest rate swap agreements to fix a portion of the interest rate on our variable rate debt. 
Under the swap agreement, the Company receives interest at Term SOFR and pays a fixed rate of 2.88%. The swap agreement has an effective date of 
April 29, 2022, a maturity date of April 30, 2027, and an amortizing notional amount of $73.3 million. At December 31, 2024, the fair value of the swap 
agreement was an asset of $1.6 million. Since the swap agreements qualifies for hedge accounting, the changes in fair value are recorded in other 
comprehensive income (loss), net of tax.
Included in cash and cash equivalents is approximately $26 thousand in short-term investment grade instruments. The interest rates on these instruments 
are adjusted to market rates at least monthly. In addition, we have the ability to put these instruments back to the issuer at any time. Accordingly, any future 
interest rate risk on these short-term investments would not be material.

 
33
Commodity Price Risk
Fluctuations in fuel prices can affect our profitability by affecting our ability to retain or recruit owner-operators. Our owner-operators bear the costs of 
operating their tractors, including the cost of fuel. The tractors operated by our owner-operators consume large amounts of diesel fuel. Diesel fuel prices 
fluctuate greatly due to economic, political and other factors beyond our control. To address fluctuations in fuel prices, we seek to impose fuel surcharges 
on our customers and pass these surcharges on to our owner-operators. Historically, these arrangements have not fully protected our owner-operators from 
fuel price increases. If costs for fuel escalate significantly it could make it more difficult to attract additional qualified owner-operators and retain our 
current owner-operators. If we lose the services of a significant number of owner-operators or are unable to attract additional owner-operators, it could have 
a materially adverse effect on our financial condition, results of operations and cash flows.
Exposure to market risk for fluctuations in fuel prices also relates to a small portion of our transportation service contracts for which the cost of fuel is 
integral to service delivery and the service contract does not have a mechanism to adjust for increases in fuel prices. Increases and decreases in the price of 
fuel are generally passed on to our customers for which we realize minimal changes in profitability during periods of steady market fuel prices. However, 
profitability may be positively or negatively impacted by sudden increases or decreases in market fuel prices during a short period of time as customer 
pricing for fuel services is established based on market fuel costs. We believe the exposure to fuel price fluctuations would not materially impact our results 
of operations, cash flows or financial position. Based upon our 2024 fuel consumption, a 10% increase in the average annual price per gallon of diesel fuel 
would increase our annual fuel expense on company owned tractors by approximately $5.2 million. 
Equity Securities Risk
We hold certain actively traded marketable equity securities, which subjects the Company to fluctuations in the fair market value of its investment portfolio 
based on current market price. The recorded value of marketable equity securities increased to $11.6 million at December 31, 2024 from $10.8 million at 
December 31, 2023. The increase resulted from an increase in the market value of the portfolio of approximately $0.8 million.  During 2024, we also sold 
$19 thousand of marketable equity securities, with realized gains on sales totaling approximately $2 thousand. A 10% decrease in the market price of our 
marketable equity securities would cause a corresponding 10% decrease in the carrying amounts of these securities, or approximately $1.2 million. For 
additional information with respect to the marketable equity securities, see Item 8, Note 4 to the Consolidated Financial Statements.
Foreign Exchange Risk
In the years ended December 31, 2024 and 2023, 3.0% and 2.4%, respectively, of our revenues were derived from services provided outside the United 
States, principally in Mexico, Canada and Colombia. Exposure to market risk for changes in foreign currency exchange rates relates primarily to selling 
services and incurring costs in currencies other than the local currency and to the carrying value of net investments in foreign subsidiaries. As a result, we 
are exposed to foreign currency exchange rate risk due primarily due to translation of the accounts of our Mexican, Canadian and Colombian operations 
from their local currencies into U.S. dollars and also to the extent we engage in cross-border transactions. The majority of our exposure to fluctuations in 
the Mexican peso, Canadian dollar, and Colombian peso is naturally hedged since a substantial portion of our revenues and operating costs are 
denominated in each country’s local currency. Based on 2024 expenditures denominated in foreign currencies, a 10% decrease in the exchange rates would 
increase our annual operating expenses by approximately $4.5 million. Historically, we have not entered into financial instruments for trading or 
speculative purposes. Short-term exposure to fluctuating foreign currency exchange rates are related primarily to intercompany transactions. The duration 
of these exposures is minimized by ongoing settlement of intercompany trading obligations.
The net investments in our Mexican, Canadian and Colombian operations are exposed to foreign currency translation gains and losses, which are included 
as a component of accumulated other comprehensive income in our statement of shareholders’ equity. Adjustments from the translation of the net 
investment in these operations decreased equity by approximately $4.5 million for the year ended December 31, 2024.

 
34
ITEM 8:	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
 
Report of Independent Registered Public Accounting Firm
 
Board of Directors and Shareholders 
Universal Logistics Holdings, Inc.
Opinion on the Financial Statements 
We have audited the accompanying consolidated balance sheets of Universal Logistics Holdings, Inc. (a Michigan corporation) and subsidiaries 
(collectively the “Company”) as of December 31, 2024 and 2023, the related consolidated statements of income, comprehensive income, shareholders’ 
equity, and cash flows for each of the three years in the period ended December 31, 2024, and the related notes (collectively referred to as the “consolidated 
financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as 
of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024, in 
conformity with accounting principles generally accepted in the United States of America.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Company’s 
internal control over financial reporting as of December 31, 2024, based on criteria established in the 2013 Internal Control—Integrated Framework issued 
by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”), and our report dated March 17, 2025, expressed an adverse 
opinion. 
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s 
consolidated financial statements based on our audits.  We are a public accounting firm registered with the PCAOB and are required to be independent with 
respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange 
Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable 
assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing 
procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to 
those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits 
also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the 
financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or 
required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) 
involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion 
on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing a separate opinion on the 
critical audit matters or on the accounts or disclosures to which they relate. 
Goodwill Impairment Analysis - Contract Logistics and Intermodal reporting units
As described further in Note 1 to the consolidated financial statements, the Company tests goodwill for impairment annually (in the third fiscal quarter) or 
more frequently, whenever events occur, or circumstances change that would more likely than not reduce the fair value of a reporting unit with goodwill 
below its carrying amount. The determination of the fair value of the reporting units requires the Company to make estimates and assumptions related to 
future revenue, operating income and discount rates. The Company’s consolidated goodwill balance was $206.7 million as of December 31, 2024, which is 
allocated to the Company’s four reporting units. As of December 31, 2024, $56.3 million of goodwill was recorded in the Contract Logistics reporting unit 
and $101.1 million was recorded in the Intermodal reporting unit. We identified the annual goodwill impairment assessment of the Contract Logistics and 
Intermodal reporting units as a critical audit matter.
The principal consideration for our determination that the annual goodwill impairment assessment of the Contract Logistics and Intermodal reporting units 
is a critical audit matter is that there is a high degree of auditor judgement necessary in evaluating the reasonableness of the fair value of the reporting units. 
The fair value estimate is sensitive to significant assumptions made by management in the discounted cash flow analyses specifically, forecasts of future 
revenue, operating income and discount rates.

 
35
Our audit procedures related to the goodwill impairment assessment of the Contract Logistics and Intermodal reporting units included the following, among 
others:
•
We tested the design and operating effectiveness of controls relating to management’s valuation of goodwill, including the control over the 
determination of key inputs such as the forecasting of revenue, operating income and determination of the discount rate.
•
We compared management’s forecasts of future revenue and operating income to third-party industry projections and compared the 
Company’s historical operating forecasts to the actual results in prior periods.
•
We utilized a valuation specialist to assess the reasonableness of the discount rates used in the models.  The valuation specialist performed an 
independent computation to determine a weighted average return on assets to validate the reasonableness of the discount rate utilized in 
management’s model.
Fair Value of Customer Relationship Intangible Asset
As described further in Note 5 to the consolidated financial statements, on September 30, 2024, the Company acquired all of the outstanding shares of 
Parsec, LLC, OB Leasing, LLC, and Parsec Intermodal of Canada Ltd. (collectively, “Parsec”) for a purchase price of $208.4 million. Assets acquired and 
liabilities assumed were recorded at their estimated fair value at acquisition. The fair value of intangible assets was $103.3 million, of which, $90.0 million 
related to customer relationships.  The Company used a discounted cash flow method to estimate the fair value of the intangible assets acquired. We 
identified the fair value of the customer relationship intangible asset as a critical audit matter.
The principal consideration for our determination that the fair value of the customer relationship is a critical audit matter is the high degree of auditor 
judgment necessary in evaluating certain inputs and assumptions made by management in the discounted cash flow analysis. Those assumptions include 
future revenue, operating income, attrition rate and discount rate.
Our audit procedures related to the fair value of the customer relationship included the following, among others:
•
We tested the design and operating effectiveness of controls relating to management’s valuation of the assets acquired and liabilities 
assumed, including the control over the reasonableness of key inputs and assumptions.
•
We evaluated the reasonableness of management’s forecasts of future revenue and operating income by comparing these forecasts to Parsec’s 
historical operating results, the actual results subsequent to the acquisition, and to industry market data to determine the revenue growth rate 
assumption is in line with industry growth data.
•
We utilized a valuation specialist to compute the implied attrition rate derived from the tenure of all customers to validate the reasonableness 
of the attrition rate utilized in management’s model. The valuation specialist also performed a computation to determine a weighted average 
return on assets to validate the reasonableness of the discount rate utilized in management’s model.     
/s/ GRANT THORNTON LLP
 
We have served as the Company’s auditor since 2021.
 
Southfield, Michigan
March 17, 2025

 
36
UNIVERSAL LOGISTICS HOLDINGS, INC.
Consolidated Balance Sheets
December 31, 2024 and 2023
(In thousands, except share data)
 
Assets
 
2024
   
2023
 
Current assets:
  
     
 
Cash and cash equivalents
 $
19,351 
 $
12,511 
Marketable securities
  
11,590 
  
10,772 
Accounts receivable – net of allowance for credit losses of $7,806 and $11,229, 
   respectively
  
293,646 
  
287,946 
Contract assets
  
29,752 
  
729 
Other receivables
  
30,174 
  
22,633 
Prepaid expenses and other
  
23,962 
  
30,171 
Due from affiliates
  
1,338 
  
710 
Total current assets
  
409,813 
  
365,472 
Property and equipment, net
  
742,366 
  
561,089 
Operating lease right-of-use asset
  
74,003 
  
87,208 
Goodwill
  
206,756 
  
170,730 
Intangible assets – net of accumulated amortization of $155,290 and $134,514,
   respectively
  
150,926 
  
61,296 
Contract assets, net of current portion
  
198,059 
  
— 
Deferred income taxes
  
329 
  
1,225 
Other assets
  
4,585 
  
6,503 
Total assets
 $
1,786,837 
 $
1,253,523 
Liabilities and Shareholders’ Equity
  
     
 
Current liabilities:
  
     
 
Accounts payable
 $
59,977 
 $
64,102 
Current portion of long-term debt
  
88,812 
  
70,689 
Current portion of operating lease liabilities
  
28,563 
  
29,998 
Accrued expenses and other current liabilities
  
70,744 
  
43,062 
Insurance and claims
  
32,837 
  
25,464 
Due to affiliates
  
23,258 
  
20,737 
Income taxes payable
  
377 
  
6,364 
Total current liabilities
  
304,568 
  
260,416 
Long-term liabilities:
 
     
   
Long-term debt, net of current portion
  
670,273 
  
311,235 
Operating lease liability, net of current portion
  
50,788 
  
63,620 
Deferred income taxes
  
109,012 
  
79,567 
Other long-term liabilities
  
5,173 
  
6,487 
Total long-term liabilities
  
835,246 
  
460,909 
Shareholders' equity:
 
     
   
Common stock, no par value. Authorized 100,000,000 shares; 26,319,754 and
 31,007,100 shares issued; 26,317,326 and 26,284,223 shares outstanding,
   respectively
  
26,320 
  
31,008 
Paid-in capital
  
5,016 
  
5,103 
Treasury stock, at cost; 2,428 and 4,722,877 shares
  
(107)
  
(96,840)
Retained earnings
  
623,018 
  
595,450 
Accumulated other comprehensive income (loss):
 
     
   
Interest rate swaps, net of income taxes of $412 and $457, respectively
  
1,177 
  
1,350 
Foreign currency translation adjustments
  
(8,401)
  
(3,873)
Total shareholders’ equity
  
647,023 
  
532,198 
Total liabilities and shareholders’ equity
 $
1,786,837 
 $
1,253,523 
 
See accompanying notes to consolidated financial statements.

 
37
UNIVERSAL LOGISTICS HOLDINGS, INC.
Consolidated Statements of Income
Years ended December 31, 2024, 2023 and 2022
(In thousands, except per share data)
 
 
 
2024
   
2023
   
2022
 
Operating revenues:
 
 
   
 
   
 
 
Truckload services, including related party amounts of $4,120, $6,682
   and $903, respectively
  $
234,397    $
213,874    $
230,696 
Brokerage services
   
181,259     
244,024     
368,880 
Intermodal services
   
300,721     
374,667     
591,946 
Dedicated services
   
344,210     
343,543     
324,589 
Value-added services
   
785,448     
486,031     
499,345 
Total operating revenues
   
1,846,035     
1,662,139     
2,015,456 
Operating expenses:
   
     
     
 
Purchased transportation and equipment rent, including related party 
   amounts of $147, $316 and $1,072, respectively
   
482,948     
571,213     
847,414 
Direct personnel and related benefits, including related party amounts of 
   $63,143, $54,169 and $51,879, respectively
   
583,251     
542,779     
520,263 
Operating supplies and expenses, including related party amounts of
   $19,248, $9,221 and $7,597, respectively
   
295,558     
170,994     
177,440 
Commission expense
   
27,285     
31,370     
40,288 
Occupancy expense, including related party amounts of $14,174, $13,649 
   and $12,220, respectively
   
44,209     
44,301     
41,286 
General and administrative, including related party amounts of 
   $12,280, $12,396 and $11,801, respectively
   
55,323     
51,839     
48,924 
Insurance and claims, including related party amounts of $17,855, 
   $16,739 and $15,754, respectively
   
26,441     
27,163     
22,749 
Depreciation and amortization
   
124,188     
77,036     
76,657 
Impairment expense
   
3,720     
—     
— 
Total operating expenses
   
1,642,923     
1,516,695     
1,775,021 
Income from operations
   
203,112     
145,444     
240,435 
Interest income
   
4,268     
1,454     
132 
Interest expense
   
(34,475)    
(24,207)    
(16,288)
Other non-operating income
   
837     
1,608     
1,143 
Income before income taxes
   
173,742     
124,299     
225,422 
Income tax expense
   
43,835     
31,398     
56,790 
Net income
  $
129,907    $
92,901    $
168,632 
Earnings per common share:
   
     
     
 
Basic
  $
4.94    $
3.53    $
6.37 
Diluted
  $
4.93    $
3.53    $
6.37 
Weighted average number of common shares outstanding:
   
     
     
 
Basic
   
26,315     
26,284     
26,469 
Diluted
   
26,348     
26,308     
26,489 
Dividends declared per common share
  $
0.42    $
0.42    $
0.42 
 
See accompanying notes to consolidated financial statements.

 
38
UNIVERSAL LOGISTICS HOLDINGS, INC.
Consolidated Statements of Comprehensive Income
Years ended December 31, 2024, 2023 and 2022
(In thousands)
 
 
 
2024
   
2023
   
2022
 
Net Income
  $
129,907    $
92,901    $
168,632 
Other comprehensive income (loss):
 
    
    
   
Unrealized changes in fair value of interest rate swaps, net of
   income taxes of $(44), $(269) and $786, respectively
   
(173)    
(806)    
2,334 
Foreign currency translation adjustments
   
(4,528)    
4,085     
(1,033)
Total other comprehensive income
   
(4,701)    
3,279     
1,301 
Total comprehensive income
  $
125,206    $
96,180    $
169,933 
 
   
   
 
   
 
 
 
See accompanying notes to consolidated financial statements.
 

 
39
UNIVERSAL LOGISTICS HOLDINGS, INC.
Consolidated Statements of Cash Flows
Years ended December 31, 2024, 2023 and 2022
(In thousands)
 
 
 
2024
   
2023
   
2022
 
Cash flows from operating activities:
   
     
     
 
Net income
  $
129,907   $
92,901    $
168,632 
Adjustments to reconcile net income to net cash provided by operating 
   activities:
 
    
    
   
Depreciation and amortization
   
124,188    
77,036     
76,657 
Impairment expense
   
3,720    
—    
— 
Noncash lease expense
   
31,073    
30,376    
29,406 
Amortization of debt issuance costs
   
964    
808    
545 
Gain on marketable equity securities
   
(838)   
(1,041)   
(1,044)
Loss (gain) on disposal of property and equipment
   
1,675    
(1,650)   
(5,442)
Write-off of debt issuance costs
   
—    
—    
583 
Stock-based compensation
   
779    
262    
222 
Provision for credit losses
   
(353)   
3,773    
9,775 
Deferred income taxes
   
30,341    
10,151    
8,215 
Change in assets and liabilities:
 
    
    
   
Trade and other accounts receivable
   
35,984    
62,503    
(16,266)
Contract assets, prepaid expenses and other assets
   
(218,081)   
(1,810)   
4,702 
Accounts payable, accrued expenses, income taxes payable, 
   insurance and claims and other current liabilities
   
4,468    
(29,827)   
(37,524)
Principal reduction in operating lease liabilities
   
(32,035)   
(30,633)   
(27,991)
Due to/from affiliates, net
   
1,893    
376    
2,619 
Other long-term liabilities
   
(1,314)   
(2,979)   
316 
Net cash provided by operating activities
   
112,371    
210,246     
213,405 
Cash flows from investing activities:
 
    
    
   
Capital expenditures
   
(251,603)   
(240,554)   
(117,099)
Proceeds from the sale of property and equipment
   
4,446    
3,513    
14,281 
Purchases of marketable securities
   
—    
—    
(925)
Proceeds from sale of marketable securities
   
19    
269    
— 
Acquisition of businesses, net of cash
   
(215,760)   
—    
— 
Net cash used in investing activities
   
(462,898)   
(236,772)    
(103,743)
Cash flows from financing activities:
 
    
    
   
Proceeds from borrowing - revolving debt
   
676,028    
202,283    
443,987 
Repayments of debt - revolving debt
   
(387,111)   
(180,349)   
(607,244)
Proceeds from borrowing - term debt
   
191,438    
56,186    
339,641 
Repayments of debt - term debt
   
(104,158)   
(74,557)   
(221,944)
Dividends paid
   
(11,053)   
(11,040)   
(13,941)
Purchases of treasury stock
   
(107)   
(134)   
(14,321)
Capitalized financing costs
   
—    
(947)   
(4,417)
Net cash provided by (used in) financing activities
   
365,037    
(8,558)    
(78,239)
Effect of exchange rate changes on cash and cash equivalents
   
(7,670)   
414    
1,826 
Net increase (decrease) in cash
   
6,840    
(34,670)    
33,249 
Cash and cash equivalents – January 1
   
12,511    
47,181     
13,932 
Cash and cash equivalents – December 31
  $
19,351   $
12,511    $
47,181 
 
See accompanying notes to consolidated financial statements.
 

 
40
UNIVERSAL LOGISTICS HOLDINGS, INC.
Consolidated Statements of Cash Flows - Continued
Years ended December 31, 2024, 2023 and 2022
(In thousands)
 
 
 
2024
   
2023
   
2022
 
Supplemental cash flow information:
   
     
     
 
Cash paid for interest
  $
33,389 
 $
23,399 
 $
14,331 
Cash paid for income taxes
  $
18,590 
 $
25,412 
 $
40,886 
 
 
     
     
   
Acquisition of businesses:
 
     
     
   
Fair value of assets acquired, net of cash
  $
230,391 
 $
—    $
— 
Liabilities assumed
   
(14,631)   
—     
— 
Net cash paid of acquisitions of businesses
  $
215,760    $
—    $
— 
 
See accompanying notes to consolidated financial statements.
 
 

 
41
UNIVERSAL LOGISTICS HOLDINGS, INC.
Consolidated Statements of Shareholders’ Equity
Years ended December 31, 2024, 2023 and 2022
(In thousands, except per share data)
 
 
 
Common 
stock
 
 
Paid-in 
capital
   
Treasury 
stock
   
Retained 
earnings
   
Accumulated 
other 
comprehensiv
e income 
(loss)
   
Total
 
Balances – December 31, 2021
 $
30,988   $
4,639   $
(82,385)  $
356,071   $
(7,103)  $
302,210 
Net income
  
—    
—    
—    
168,632    
—    
168,632 
Other comprehensive income
  
—    
—    
—    
—    
1,301    
1,301 
Dividends paid ($0.42 per share)
  
—    
—    
—    
(11,114)   
—    
(11,114)
Stock based compensation
  
9    
213    
—    
—    
—    
222 
Purchases of treasury stock
  
—    
—    
(14,321)   
—    
—    
(14,321)
Balances – December 31, 2022
 $
30,997   $
4,852   $
(96,706)  $
513,589   $
(5,802)  $
446,930 
Net income
  
—    
—    
—    
92,901    
—    
92,901 
Other comprehensive income
  
—    
—    
—    
—    
3,279    
3,279 
Dividends paid ($0.42 per share)
  
—    
—    
—    
(11,040)   
—    
(11,040)
Stock based compensation
  
11    
251    
—    
—    
—    
262 
Purchases of treasury stock
  
—    
—    
(134)   
—    
—    
(134)
Balances – December 31, 2023
 $
31,008   $
5,103   $
(96,840)  $
595,450   $
(2,523)  $
532,198 
Net income
  
—    
—    
—    
129,907    
—    
129,907 
Other comprehensive (loss)
  
—    
—    
—    
—    
(4,701)   
(4,701)
Dividends paid ($0.42 per share)
  
—    
—    
—    
(11,053)   
—    
(11,053)
Stock based compensation
  
35    
744    
—    
—    
—    
779 
Retirement of treasury stock
  
(4,723)   
(831)   
96,840    
(91,286)   
—    
— 
Purchases of treasury stock
  
—    
—    
(107)   
—    
—    
(107)
Balances – December 31, 2024
 $
26,320   $
5,016   $
(107)  $
623,018   $
(7,224)  $
647,023 
 
See accompanying notes to consolidated financial statements.
 
 

 
42
UNIVERSAL LOGISTICS HOLDINGS, INC.
Notes to Consolidated Financial Statements
December 31, 2024, 2023 and 2022
 
(1)
Summary of Significant Accounting Policies
(a) Business
Universal Logistics Holdings, Inc. (“Universal” or the “Company”) is a holding company whose subsidiaries provide a variety of customized 
transportation and logistics solutions throughout the United States and in Mexico, Canada and Colombia. Our operating subsidiaries provide our 
customers with supply chain solutions that can be scaled to meet their changing demands. We offer our customers a broad array of services across 
their entire supply chain, including value-added, dedicated, intermodal and trucking services. Our customized solutions and flexible business model 
are designed to provide us with a highly variable cost model.
(b) Basis of Presentation
The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany 
accounts and transactions relating to these entities have been eliminated. 
Our fiscal year consists of four quarters, each with thirteen weeks. 
The Company made certain immaterial reclassifications to items in its prior financial statements so that their presentation is consistent with the 
format in the financial statements for the period ended December 31, 2024. These reclassifications, however, had no effect on reported consolidated 
net income, comprehensive income, earnings per common share, cash flows, total assets or shareholders’ equity as previously reported.
In August 2024, the Company closed its company-managed brokerage operations in Nashville, TN. During the quarter ended September 28, 2024, 
the Company incurred pre-tax losses of approximately $8.6 million ($6.4 million net of tax, or $0.24 per basic and diluted share) related to these 
operations. Included in the consolidated statements of income in 2024 were $1.4 million of severance costs recorded in direct personnel and related 
benefits, $2.8 million of non-cash impairment charges recorded in impairment expense, and $2.4 million of other closing related costs recorded in 
operating supplies and expenses. 
During the third quarter of 2024, the Company identified certain triggering events related to a component of its former company-managed brokerage 
reporting segment. In accordance with FASB Accounting Standards Codification (“ASC”) 350 Intangibles—Goodwill and Other and ASC 360 
Property, Plant, and Equipment, the Company evaluated certain indefinite and long lived tangible and intangible assets for impairment and recorded 
an additional goodwill impairment charge of $0.9 million during the quarter ended September 28, 2024. Total goodwill impairment charges 
recorded during the third quarter of 2024, including in connection with the closure of our company-managed brokerage operations, were $3.5 
million ($2.6 million net of tax, or $0.10 per basic and diluted share).
In June 2024, the Company revised the estimated useful life and salvage values of certain equipment. The change resulted in additional depreciation 
expense of $11.3 million recorded during the quarter ended June 29, 2024 ($8.5 million net of tax, or $0.32 per basic and diluted share).  
In January 2024, the Company’s value-added business began performing specialty project development services for certain customers. Contract 
assets represent amounts for which the Company has recognized revenue in excess of billings pursuant to the revenue recognition guidance. As of 
December 31, 2024 and 2023, contract assets associated with certain contracts with customers recognized over time are included as contract assets 
in the Company’s consolidated balance sheets. Contract assets associated with other contracts with customers were reclassified from prepaid 
expenses and other on the consolidated balance sheets to contract assets. 
During the first quarter of 2024, the Company identified certain triggering events related to a component of the intermodal reporting segment. In 
accordance with ASC 350 Intangibles—Goodwill and Other and ASC 360 Property, Plant, and Equipment, the Company evaluated certain 
indefinite and long lived tangible and intangible assets for impairment. The results of those procedures concluded that no impairments were present. 
After performing the evaluation, it was determined that a change in the estimated useful lives of certain definite lived intangible assets was 
appropriate and was adjusted during the period. The change resulted in additional amortization expense of $8.9 million ($6.6 million net of tax, or 
$0.25 per basic and diluted share) recorded during the year ended December 31, 2024. 
In June 2022, the Company made a change in an accounting estimate to revise the estimated useful life and salvage values of certain equipment. The 
change resulted in additional depreciation expense of $9.7 million recorded during the quarter ended July 2, 2022 ($7.2 million net of tax, or $0.27 
per basic and diluted share). 

UNIVERSAL LOGISTICS HOLDINGS, INC.
Notes to Consolidated Financial Statements – (Continued)
December 31, 2024, 2023 and 2022
43
(1)
Summary of Significant Accounting Policies—continued 
(b) Basis of Presentation—continued
During the first quarter of 2024, we retired 4,722,877 shares of our treasury stock. Upon retirement of the treasury shares, we allocated the excess of 
the repurchase price over the par value of shares acquired to both retained earnings and paid-in capital. The portion allocated to paid-in capital was 
determined by applying the average paid-in capital per share, and the remaining portion was recorded to retained earnings. There was no effect on 
the Company’s overall equity position due to the retirement of treasury shares. The Company accounts for treasury stock using the cost method.
Current Economic Conditions
The Company makes estimates and assumptions that affect reported amounts and disclosures included in its financial statements and accompanying 
notes and assesses certain accounting matters that require consideration of forecasted financial information. The Company's assumptions about 
future conditions important to these estimates and assumptions are subject to uncertainty, including the negative impact inflationary pressures can 
have on our operating costs. Prolonged periods of inflation could cause interest rates, equipment, maintenance, labor and other operating costs to 
continue to increase.
(c) Use of Estimates
The preparation of the consolidated financial statements requires management of the Company to make a number of estimates and assumptions 
related to the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial 
statements and the reported amounts of revenues and expenses during the period.  Significant items subject to such estimates and assumptions 
include the fair value of assets and liabilities acquired in business combinations; carrying amounts of property and equipment and intangible assets; 
marketable securities; valuation allowances for receivables; and liabilities related to insurance and claim costs. Actual results could differ from those 
estimates.
(d) Cash and Cash Equivalents
We consider all highly liquid investments, purchased with a maturity of three months or less, to be cash equivalents. Accounts at banks with an 
aggregate excess of the amount of checks issued over cash balances are included as accounts payable in current liabilities in the consolidated 
balance sheets, and changes in such accounts are reported as cash flows from operating activities in the consolidated statements of cash flows. At 
times cash held at banks may exceed FDIC insured limits.
(e) Marketable Securities
Marketable equity securities are measured at fair value, with changes in fair value recognized in net income. At December 31, 2024 and 2023, the 
Company’s marketable securities, all of which are available-for-sale, consist of common and preferred stocks with readily determinable fair values. 
The cost of securities sold is based on the specific identification method, and interest and dividends are included in other non-operating income. See 
Note 4 “Marketable Securities” for further information on our portfolio.
(f) Accounts Receivable
Accounts receivable are recorded at the net invoiced amount, net of an allowance for credit losses, and do not bear interest. They include amounts 
for services rendered in the respective period but not yet billed to the customer until a future date, which typically occurs within one month. In order 
to reflect customer receivables at their estimated net realizable value, we record charges against revenue based upon current information. These 
charges generally arise from rate changes, errors, and revenue adjustments that may arise from contract disputes or differences in calculation 
methods employed by the customer. The allowance for credit losses is our best estimate of the amount of probable credit losses in our existing 
accounts receivable. We determine the allowance based on historical write-off experience, specific customer collection issues, the aging of our 
outstanding accounts receivable, and the credit quality of our customers. In determining our allowance for credit losses, we also consider current 
conditions and forecasts of future economic conditions and their expected impact on collections. Balances are considered past due based on invoiced 
terms. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is 
considered remote. We do not have any off‑balance‑sheet credit exposure related to our customers. Accounts receivable from affiliates are shown 
separately and include trade receivables from the sale of services to affiliates.

UNIVERSAL LOGISTICS HOLDINGS, INC.
Notes to Consolidated Financial Statements – (Continued)
December 31, 2024, 2023 and 2022
44
(1)
Summary of Significant Accounting Policies—continued 
(g) Inventories
Included in prepaid expenses and other is inventory used in a portion of our value-added service operations. Inventories are stated at the lower of 
cost or net realizable value. Cost is determined using the first-in, first-out method. Provisions for excess and obsolete inventories are based on our 
assessment of excess and obsolete inventory on a product-by-product basis.
At December 31, inventory consists of the following (in thousands):
 
 
 
2024
   
2023
 
Finished goods
 $
6,609   $
9,525 
Raw materials and supplies
  
1,660    
2,881 
Total
 $
8,269   $
12,406 
 
(h) Property and Equipment
Property and equipment, including leasehold improvements, are carried at cost less accumulated depreciation. Depreciation is computed using the 
straight-line method over the estimated useful lives of the assets as follows:
Description
 
Life in Years
Transportation equipment
 
3 - 10
Other operating assets
 
3 - 15
Information technology equipment
 
3 - 5
Buildings and related assets
 
10 - 39
 
 
The amounts recorded for depreciation expense were $102.7 million, $64.4 million, and $62.3 million for the years ended December 31, 2024, 2023 
and 2022, respectively.
Tire repairs, replacement tires, replacement batteries, consumable tools used in our logistics services, and routine repairs and maintenance on 
vehicles are expensed as incurred. Parts and fuel inventories are included in prepaid expenses and other. We capitalize certain costs associated with 
vehicle repairs and maintenance that materially extend the life or increase the value of the vehicle or pool of vehicles.
(i) Intangible Assets
Intangible assets subject to amortization consist of agent and customer relationships, customer contracts, tradenames, non-competition agreements, 
and trademarks that have been acquired in business combinations. These assets are amortized either over the period of economic benefit or on a 
straight-line basis over the estimated useful lives of the related intangible asset. The estimated useful lives of these intangible assets range from three 
to nineteen years.
Our identifiable intangible assets as of December 31, 2024 and 2023 are as follows (in thousands):
 
 
2024
   
2023
 
 
 
Gross 
Carrying
Amount
   
Accumulated
Amortization    
Net Carrying
Amount
   
Gross 
Carrying
Amount
   
Accumulated
Amortization    
Net Carrying
Amount
 
Definite Lived Intangibles:
 
    
    
    
    
    
   
Agent and customer relationships
  $
258,746    $
124,467    $
134,279    $
165,990    $
104,762    $
61,228 
Customer contracts
   
20,600     
20,600     
—     
20,600     
20,600     
— 
Tradenames
   
9,500     
4,458     
5,042     
4,000     
4,000     
— 
Non-compete agreements
   
14,870     
3,265     
11,605     
2,720     
2,652     
68 
Trademarks
   
2,500     
2,500     
—     
2,500     
2,500     
— 
Total Identifiable Intangible Assets
  $
306,216    $
155,290    $
150,926    $
195,810    $
134,514    $
61,296 
 

UNIVERSAL LOGISTICS HOLDINGS, INC.
Notes to Consolidated Financial Statements – (Continued)
December 31, 2024, 2023 and 2022
45
(1)
Summary of Significant Accounting Policies—continued
(i) Intangible Assets—continued
Estimated amortization expense by year is as follows (in thousands):
 
2025
  $
19,785 
2026
   
16,437 
2027
   
15,701 
2028
   
13,294 
2029
   
12,639 
Thereafter
   
73,070 
Total
  $
150,926 
The amounts recorded for amortization expense were $21.5 million, $12.7 million, and $14.4 million for the years ended December 31, 2024, 2023 
and 2022, respectively.
(j) Goodwill
Goodwill represents the excess purchase price over the fair value of assets acquired in connection with the Company’s acquisitions. Under Financial 
Accounting Standards Board (“FASB”) Accounting Standards Codification, or ASC, Topic 350 “Intangibles – Goodwill and Other”, we are 
required to test goodwill for impairment annually (in our third fiscal quarter) or more frequently, whenever events occur or circumstances change 
that would more likely than not reduce the fair value of a reporting unit with goodwill below its carrying amount. We have the option to first assess 
qualitative factors such as current performance and overall economic conditions to determine whether or not it is necessary to perform a quantitative 
goodwill impairment test. If we choose that option, then we would not be required to perform a quantitative goodwill impairment test unless we 
determine that, based on a qualitative assessment, it is more likely than not that the fair value of a reporting unit is less than its carrying value. If we 
determine that it is more likely than not, or if we choose not to perform a qualitative assessment, we then proceed with the quantitative assessment. 
Under the quantitative test, if the fair value of a reporting unit exceeds its carrying amount, then goodwill of the reporting unit is considered to not 
be impaired. If the carrying amount of the reporting unit exceeds its fair value, then an impairment loss is recognized in an amount equal to the 
excess, up to the value of the goodwill. During the third quarter of 2024, we completed our goodwill impairment testing by performing a 
quantitative assessment using the income approach for each of our reporting units with goodwill. The determination of the fair value of the reporting 
units requires us to make estimates and assumptions related to future revenue, operating income and discount rates. Based on the results of this test, 
no impairment loss was recognized. 
As described in Note 1, “Basis of Presentation”, we recorded aggregate impairment charges of $3.5 million during the thirteen weeks ended 
September 28, 2024 related to reporting units within our former company-managed brokerage segment.
The changes in the carrying amount of goodwill during the years ended December 31, 2024 and 2023 are as follows (in thousands):
Balance as of January 1, 2022
  $
170,730 
Acquisition of business
   
— 
Balance as of December 31, 2023
   
170,730 
Acquisition of business
   
39,493 
Goodwill impairment
   
(3,467)
Balance as of December 31, 2024
  $
206,756 
At December 31, 2024, $95.9 million of goodwill was recorded in our contract logistics segment, $101.1 million in our intermodal segment, and 
$9.8 million in our trucking segment.  
At December 31, 2023, $56.3 million of goodwill was recorded in our contract logistics segment, $101.1 million in our intermodal segment, $9.8 
million in our trucking segment and $3.5 million in our former company-managed brokerage segment.

UNIVERSAL LOGISTICS HOLDINGS, INC.
Notes to Consolidated Financial Statements – (Continued)
December 31, 2024, 2023 and 2022
46
(1)
Summary of Significant Accounting Policies—continued
(k) Long-Lived Assets
Long-lived assets, other than goodwill and indefinite lived intangibles such as property and equipment and purchased intangible assets subject to 
amortization are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or group may 
not be recoverable. If circumstances require a long-lived asset to be tested for possible impairment, we first compare the undiscounted cash flows 
expected to be generated by a long-lived asset or group to its carrying value. If the carrying value of the long-lived asset or group is deemed to not 
be recoverable on an undiscounted cash flow basis, an impairment charge is recognized to the extent that the carrying value exceeds its fair value. 
Fair value is determined through various valuation techniques including discounted cash flow models, quoted market prices and independent third-
party appraisals. Changes in management’s judgment relating to salvage values and/ or estimated useful lives could result in greater or lesser annual 
depreciation expense or impairment charges in the future. Indefinite lived intangibles are tested for impairment annually by comparing the carrying 
value of the assets to their fair value.
(l) Contingent Consideration
Contingent consideration arrangements granted in connection with a business combination are evaluated to determine whether contingent 
consideration is, in substance, additional purchase price of an acquired enterprise or compensation for services, use of property or profit sharing. 
Additional purchase price is added to the fair value of consideration transferred in the business combination and compensation is included in 
operating expenses in the period it is incurred. Contingent consideration related to additional purchase price is measured to fair value at each 
reporting date until the contingency is resolved. None of the acquired companies in 2024 had contingent consideration arrangements.
(m)Fair Value of Financial Instruments
For cash equivalents, accounts receivables, accounts payable, and accrued expenses, the carrying amounts are reasonable estimates of fair value as 
the assets are readily redeemable or short‑term in nature and the liabilities are short-term in nature. Marketable securities, consisting of equity 
securities, are carried at fair market value as determined by quoted market prices. Our revolving credit and term loan agreements consist of variable 
rate borrowings. The carrying value of these borrowings approximates fair value because the applicable interest rates are adjusted frequently based 
on short-term market rates. For our equipment promissory notes, the fair values are estimated using discounted cash flow analyses, based on our 
current incremental borrowing rates for similar types of borrowing arrangements. See Note 10 “Fair Value Measurement and Disclosures” for 
further information.
(n) Deferred Compensation
Deferred compensation relates to our bonus plans. Annual bonuses may be awarded to certain operating, sales and management personnel based on 
overall Company performance and achievement of specific employee or departmental objectives. Such bonuses are typically paid in annual 
installments over a three to five-year period. All bonus amounts earned by and due to employees in the current year are included in accrued 
expenses and other current liabilities. Those that are payable in subsequent years are included in other long-term liabilities.
(o) Closing Costs
Our customers may discontinue or alter their business activity in a location earlier than anticipated, prompting us to exit a customer-dedicated 
facility. We recognize exit costs associated with operations that close or are identified for closure as an accrued liability in the Consolidated Balance 
Sheets. Such charges include lease termination costs, employee termination charges, asset impairment charges, and other exit-related costs 
associated with a plan approved by management. If we close an operating facility before its lease expires, costs to terminate a lease are recognized 
when an early termination provision is exercised, or we record a liability for non-cancellable lease obligations based on the fair value of remaining 
lease payments, reduced by any existing or prospective sublease rentals. Employee termination costs are recognized in the period that the closure is 
communicated to affected employees. The recognition of exit and disposal charges requires us to make certain assumptions and estimates as to the 
amount and timing of such charges. Subsequently, adjustments are made for changes in estimates in the period in which the change becomes known.

UNIVERSAL LOGISTICS HOLDINGS, INC.
Notes to Consolidated Financial Statements – (Continued)
December 31, 2024, 2023 and 2022
47
(1)
Summary of Significant Accounting Policies—continued
(p) Revenue Recognition
Revenue is recognized as control of the promised goods or services is transferred to our customers, in an amount that reflects the consideration the 
Company expects to receive in exchange for its services. 
For our transportation services businesses, which include truckload, brokerage, intermodal and dedicated services, revenue is recognized over time 
as the performance obligations on the in-transit services are completed. A performance obligation is created when a customer submits a bill of 
lading for the transportation of goods from origin to destination. Performance obligations are satisfied as the shipments move from origin to 
destination, and transportation revenue is recognized based on the percentage of the service that has been completed at the end of the reporting 
period.
Value-added services, which are typically dedicated to individual customer requirements, include lift services, special project development, material 
handling, consolidation, sequencing, sub-assembly, cross-dock services, kitting, repacking, warehousing and returnable container management. We 
have elected to use the “right to invoice” practical expedient, reflecting that a customer obtains the benefit associated with value-added services as 
they are provided.
We are the primary obligor when rendering services and assume the corresponding credit risk with customers. We have discretion in setting sales 
prices and, as a result, our earnings may vary. In addition, we have discretion to choose and negotiate terms with our multiple suppliers for the 
services ordered by our customers. This includes owner-operators with whom we contract to deliver our transportation services. As such, revenue 
and the related purchased transportation and commissions are recognized on a gross basis. Fuel surcharges, where separately identifiable, of $97.1 
million, $118.3 million and $168.6 million for the years ended December 31, 2024, 2023 and 2022, respectively, are included in operating revenues.
See Note 3, “Revenue Recognition,” for more information on revenue recognition.
(q) Insurance and Claims
Insurance and claims expense represents charges for premiums and the accruals made for claims within our self-insured retention amounts. The 
accruals are primarily related to auto liability, general liability, cargo and equipment damage, and service failure claims. A liability is recognized for 
the estimated cost of all self-insured claims including an estimate of incurred but not reported claims based on historical experience and for claims 
expected to exceed our policy limits. We may also make accruals for personal injury and property damage to third parties, and workers’ 
compensation claims if a claim exceeds our insurance coverage. Such accruals are based upon individual cases and estimates of ultimate losses, 
incurred but not reported losses, and losses arising from known claims ultimately settling in excess of insurance coverage using loss development 
factors based upon industry data and past experience. Since the reported accrual is an estimate, the ultimate liability may be materially different 
from the amount recorded. 
If adjustments to previously established accruals are required, such amounts are included in operating expenses in the current period. We maintain 
insurance with licensed insurance carriers. Legal expenses related to auto liability claims are covered under our insurance policy. We are responsible 
for all other legal expenses related to claims.
In brokerage arrangements, our exposure to liability associated with accidents incurred by other third-party carriers, who haul freight on our behalf, 
is reduced by various factors including the extent to which the third party providers maintain their own insurance coverage.
Our insurance expense varies primarily based upon the frequency and severity of our accident experience, insurance rates, coverage limits, and self-
insured retention amounts.
(r) Stock Based Compensation
We record compensation expense for the grant of stock based awards. Compensation expense is measured at the grant date, based on the calculated 
fair value of the award, and recognized as an expense over the requisite service period (generally the vesting period of the grant). See Note 15 
“Stock Based Compensation” for further information.

UNIVERSAL LOGISTICS HOLDINGS, INC.
Notes to Consolidated Financial Statements – (Continued)
December 31, 2024, 2023 and 2022
48
(1)
Summary of Significant Accounting Policies—continued
(s)  Income Taxes
Deferred income taxes are provided for temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes 
and the amounts used for income tax purposes. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable 
income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a 
change in tax rates is recognized in income in the period that includes the enactment date. 
We are no longer subject to U.S. federal income tax examinations by tax authorities for years before 2021. In addition, we file income tax returns in 
various state, local and foreign jurisdictions. Historically, we have been responsible for filing separate state, local and foreign income tax returns for 
our self and our subsidiaries. We are no longer subject to state or foreign jurisdiction income tax examinations for years before 2020 and 2019, 
respectively.
We recognize the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions 
are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the 
period in which the change in judgment occurs. We recognize interest related to unrecognized tax benefits in income tax expense and penalties in 
other operating expenses.
(t) Foreign Currency Translation
The financial statements of the Company’s subsidiaries operating in Mexico, Canada and Colombia are prepared to conform to U.S. GAAP and 
translated into U.S. Dollars by applying a current exchange rate. The local currency has been determined to be the functional currency. Items 
appearing in the Consolidated Statements of Income are translated using average exchange rates during each period. Assets and liabilities of 
international operations are translated at period-end exchange rates. Translation gains and losses are reported in accumulated other comprehensive 
income (loss) as a component of shareholders’ equity.
(u) Concentrations of Credit Risk
Financial instruments, which potentially subject us to concentrations of credit risk, consist principally of cash and cash equivalents, marketable 
securities and accounts receivable. We maintain our cash and cash equivalents and marketable securities with high quality financial institutions. We 
perform ongoing credit evaluations of our customers and generally do not require collateral. Our customers are generally concentrated in the 
automotive, retail and consumer goods, metals, energy and manufacturing industries. During the fiscal years ended December 31, 2024, 2023 and 
2022, aggregate sales in the automotive industry totaled 47%, 43% and 36% of revenue, respectively. In 2024, 2023 and 2022, General Motors 
accounted for approximately 18%, 20% and 16% of our total operating revenues, respectively, and Ford accounted for approximately 17%, 6% and 
6%, respectively. In 2024, 2023 and 2022, sales to our top 10 customers, including General Motors and Ford, totaled 56%, 48% and 42%, 
respectively.
 
(2)
Recent Accounting Pronouncements
Adoption of New Accounting Standard
In November 2023, the FASB issued Accounting Standards Update (“ASU”) 2023-07, Improvements to Reportable Segment Disclosures (Topic 
280). The ASU expands disclosures related to a public entity's reportable segment and requires more enhanced information about significant 
segment expenses, including in interim periods. We adopted this standard on a retrospective basis for the 2024 annual period, and for interim 
periods beginning January 1, 2025. See Note 18 “Segment Reporting” for further information.

UNIVERSAL LOGISTICS HOLDINGS, INC.
Notes to Consolidated Financial Statements – (Continued)
December 31, 2024, 2023 and 2022
49
(2)
Recent Accounting Pronouncements—continued
Accounting Pronouncements Issued but Not Yet Effective
In November 2024, the FASB issued ASU 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures 
(Subtopic 220-40). The ASU requires new tabular disclosures disaggregating prescribed expense categories within relevant income statement 
captions. In addition, the ASU requires disclosure of the total amount of selling expenses and, in annual periods, an entity’s definition of selling 
expenses, among other disclosure requirements. This ASU is effective for annual periods beginning in 2027, and for interim periods beginning 
January 1, 2028. Early adoption is permitted. We are currently evaluating the impact of the new standard, which is limited to financial statement 
disclosures.
In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures (Topic 740). The ASU modifies income tax 
disclosures by requiring greater disaggregation of information in the rate reconciliations and disclosure of income taxes paid disaggregated by 
jurisdiction. This ASU is effective for fiscal years beginning after December 31, 2024, using a prospective approach. Early adoption and 
retrospective application are permitted. We are currently evaluating the impact of the new standard, which is limited to financial statement 
disclosures.
(3)
Revenue Recognition
The Company recognizes revenue in accordance with ASU 2014-09, Revenue from Contracts with Customers. The Company broadly groups its 
services into the following categories: truckload services, brokerage services, intermodal services, dedicated services and value-added services. We 
disaggregate these categories and report our service lines separately on the Consolidated Statements of Income.
Truckload services include dry van, flatbed, heavy-haul and refrigerated operations. We transport a wide variety of general commodities, including 
automotive parts, machinery, building materials, paper, food, consumer goods, furniture, steel and other metals on behalf of customers in various 
industries.
To complement our available capacity, we also provide customers with freight brokerage services by utilizing third-party transportation providers to 
move freight. 
Intermodal services include rail-truck, steamship-truck and support services. Our intermodal support services are primarily short- to medium-
distance delivery of rail and steamship containers between the railhead or port and the customer.
Dedicated services are primarily provided in support of automotive and retail customers using van equipment.  Our dedicated services are primarily 
short-run or round-trip moves within a defined geographic area.
Transportation services are short-term in nature; agreements governing their provision generally have a term of one year or less. They do not contain 
significant financing components. The Company recognizes revenue over the period transportation services are provided to the customer, including 
service performed as of the end of the reporting period for loads currently in-transit, in order to recognize the value that is transferred to a customer 
over the course of the transportation service.
We determine revenue in-transit using the input method, under which revenue is recognized based on the duration of time that has lapsed from the 
departure date (start of transportation services) to the arrival date (completion of transportation services). Measurement of revenue in-transit requires 
the application of significant judgment. We calculate the estimated percentage of an order’s transit time that is complete at period end, and we apply 
that percentage of completion to the order’s estimated revenue. 
Value-added services, which are typically dedicated to individual customer requirements, include lift services, material handling, consolidation, 
sequencing, sub-assembly, cross-dock services, kitting, repacking, warehousing, returnable container management and specialty project 
development. Value-added revenues are substantially driven by the level of demand for outsourced logistics services and specialty project needs. 
Major factors that affect value-added service revenue include changes in manufacturing supply chain requirements and production levels in specific 
industries, particularly the North American automotive and Class 8 heavy-truck industries.
Revenue is recognized as control of the promised goods or services is transferred to our customers, in an amount that reflects the consideration the 
Company expects to receive in exchange for its services. We have elected to use the “right to invoice” practical expedient to recognize revenue, 
reflecting that a customer obtains the benefit associated with value-added services as they are provided. The contracts in our value-added services 
businesses are negotiated agreements, which contain both fixed and variable components. The variability of revenues is driven by volumes and 
transactions, which are known as of an invoice date. Value-added service contracts typically have terms that extend beyond one year, and they do 
not include financing components. 

UNIVERSAL LOGISTICS HOLDINGS, INC.
Notes to Consolidated Financial Statements – (Continued)
December 31, 2024, 2023 and 2022
50
(3)
Revenue Recognition—continued
Beginning in 2024, value-added services also includes specialty project development services for customers. The specialty project development 
service is accounted for as a single unit of account (i.e., as a single performance obligation). Revenue is recognized over time as the Company 
continuously transfers control of the project to the customer. Because we transfer control of the project over time, we recognize revenue to the 
extent of our progress towards completion of our performance obligations. We use the cost-to-cost method for these contracts, which measures 
progress towards completion for each performance obligation based on the ratio of costs incurred to date to the total estimated costs at completion 
for the applicable performance obligation. Incurred cost represents work performed, which corresponds with and thereby best represents the transfer 
of control to the customer. Revenue, including estimated fees or profits, is recorded proportionately as costs are incurred. Cost of operations consists 
of labor, materials, subcontractor costs, and other direct and indirect costs, and we include them in operating supplies and expenses on the 
consolidated statements of income. Changes to the total estimated contract revenue or cost for a given project, either due to unexpected events or 
revisions to management’s initial estimates, are recognized in the period in which they are determined
The following table provides information related to contract balances associated with our contracts with customers at December 31 (in thousands):
 
 
2024
   
2023
 
Contract assets
  $
29,752    $
729 
Contract assets, net of current portion
   
198,059     
— 
Total
  $
227,811    $
729 
We generally receive payment for performance obligations within 45 days of completion of transportation services and 65 days for completion of 
value-added services. As it relates to our specialty development project, we will receive payments in 120 equal monthly installments commencing 
the month following substantial completion of the project. Contract assets in the table above generally relates to revenue recognized in excess of 
billings for our specialty development project, as well as revenue in-transit at the end of the reporting period. As of December 31, 2022, the contract 
asset balance was $0.8 million. As of December 31, 2024, the amortization of the contract asset for cash payments received was $0.9 million.
See Note 18 “Segment Reporting” for additional information on revenue reported by segment and by geographic region.
(4)
Marketable Securities
Marketable equity securities are carried at fair value, with gains and losses in fair market value included in the determination of net income. The fair 
value of marketable equity securities is determined based on quoted market prices in active markets, as described in Note 10 "Fair Value 
Measurement and Disclosures.
The following table sets forth market value, cost, and unrealized gains on equity securities at December 31 (in thousands):
 
 
2024
   
2023
 
Fair value
  $
11,590    $
10,772 
Cost basis
   
7,264     
7,316 
Unrealized gains
  $
4,326    $
3,456 
 
The following table sets forth the gross unrealized gains and losses on the Company’s marketable securities at December 31 (in thousands):
 
 
2024
   
2023
 
Gross unrealized gains
  $
4,926    $
4,124 
Gross unrealized losses
   
(600)    
(668)
Net unrealized gains
  $
4,326    $
3,456 
 

UNIVERSAL LOGISTICS HOLDINGS, INC.
Notes to Consolidated Financial Statements – (Continued)
December 31, 2024, 2023 and 2022
51
(4)
Marketable Securities—continued
The following table shows the Company’s net realized gains (losses) on marketable equity securities (in thousands):
 
 
 
2024
   
2023
   
2022
 
Realized gain
 
    
    
   
Sale proceeds
  $
19    $
269    $
— 
Cost basis of securities sold
   
17     
27     
— 
Realized gain
  $
2    $
242    $
— 
 
 
    
    
   
Realized gain, net of taxes
  $
1    $
181    $
— 
 
The Company did not sell marketable equity securities during the year ended December 31, 2022. 
During the years ended December 31, 2024 and 2023, our marketable equity securities portfolio experienced net unrealized pre-tax gains in market 
value of approximately $836,000 and $799,000, respectively, which were reported in other non-operating income for the period.
(5)
Acquisitions
On September 30, 2024, the Company acquired all of the outstanding equity interest of Parsec, LLC, OB Leasing, LLC, and Parsec Intermodal of 
Canada Ltd. (collectively, “Parsec”). Parsec is a provider of lift services to Class I, regional, and short-line railroads across North America. The cash 
purchase price was $208.4 million, subject to customary post-closing adjustments. Parsec operates within the Company's contract logistics segment. 
The Company borrowed funds from its existing Revolving Credit Facility to finance the acquisition. We incurred approximately $1.3 million of
transaction related costs in the acquisition, which are recorded in operating supplies and expenses on the consolidated statements of income.
On September 13, 2024, the Company acquired certain assets of East Texas Heavy Haul, Inc. (“ETHH”), through a limited asset purchase 
agreement. We expect the acquisition of ETHH to strategically enhance our specialized heavy-haul wind transportation business and provide for a 
direct relationship with ETHH’s customer base. The total cash purchase price was $7.5 million. The Company used available cash and borrowings 
on its revolving credit facility to finance the acquisition. We incurred approximately $0.1 million of transaction related costs in the acquisition, 
which are recorded in operating supplies and expenses on the consolidated statements of income. In connection with the acquisition, the Company 
also entered into independent contractor agreements with certain sellers pursuant to which sellers may earn commissions totaling $5.0 million, 
subject to reaching certain milestones. 
The Company accounted for the acquisitions in accordance with ASC 805, “Business Combinations.” Assets acquired and liabilities assumed were 
recorded at their estimated fair value at acquisition, with the remaining unallocated purchase price recorded as goodwill. The goodwill recorded is 
included in our contract logistics segment and is non-deductible for income tax purposes. For each acquisition, the purchase price was allocated to 
major classes of assets acquired and liabilities assumed at estimated fair values as of the acquisition date. These values are based, in part, upon 
preliminary appraisals for certain assets and subject to change when additional information concerning final asset and liability values is obtained. 
The final purchase price allocations may result in adjustments to certain assets and liabilities, including the residual amount allocated to goodwill. 
The preliminary allocation of the purchase price in each transaction is as follows (in thousands):
 
 
Parsec
   
ETHH
 
Current assets
  $
43,456    $
— 
Property and equipment
   
36,314     
2,170 
Goodwill
   
39,493     
— 
Intangible assets
   
103,300     
5,330 
Other assets
   
504     
— 
Current liabilities
   
(14,332)    
— 
Long-term liabilities
   
(299)    
— 
 
  $
208,436    $
7,500 
 

UNIVERSAL LOGISTICS HOLDINGS, INC.
Notes to Consolidated Financial Statements – (Continued)
December 31, 2024, 2023 and 2022
52
(5)
Acquisitions—continued
The intangible assets represent the acquired companies’ customer relationships, trade names, and non-competition agreements. The acquired 
customer relationships are being amortized over a period of eight years to 16 years, tradenames are being amortized over a period of three years, and 
the non-competition agreements are being amortized over a period of five years to seven years. The Company used the discounted cash flow method 
to estimate the fair value of these acquired intangible assets.
The following unaudited pro forma results of operations present consolidated information of the Company as if Parsec and ETHH were acquired on 
January 1, 2023 (in thousands, except per share data):
 
 
Pro Forma Twelve Months Ended
 
 
 
December 31, 
2024
   
December 31, 
2023
 
Operating revenues
  $
2,016,365    $
1,893,606 
Income from operations
  $
211,299    $
151,627 
Net income
  $
128,653    $
87,806 
Earnings per common share:
 
    
   
Basic
  $
4.89    $
3.34 
Diluted
  $
4.88    $
3.34 
The unaudited pro forma consolidated results are presented for illustrative purposes and do not purport to represent what the results of operations 
would actually have been had we acquired Parsec and ETHH on January 1, 2023. Further, the financial information does not purport to project the 
future operating results of the Company on a consolidated basis. For the year ended December 31, 2024, actual revenue and operating income of the 
acquired companies included in Universal's results was $59.5 million and $2.6 million, respectively.
(6)
Accounts Receivable
Accounts receivable amounts appearing in the consolidated financial statements include both billed and unbilled receivables. We bill customers in 
accordance with contract terms, which may result in a brief timing difference between when revenue is recognized and when invoices are rendered. 
Unbilled receivables, which usually are billed within one month, totaled $61.6 million and $59.7 million at December 31, 2024 and 2023, 
respectively. Total accounts receivable at December 31, 2022 was $350.7 million.
Accounts receivable are presented net of an allowance for credit losses. Following is a summary of the activity in the allowance for credit losses for 
the years ended December 31 (in thousands):
 
 
 
2024
   
2023
   
2022
 
Balance at beginning of year
 $
11,229   $
14,308   $
7,841 
(Reversals) provision for credit losses
  
(353)   
3,773    
9,775 
Uncollectible accounts written off
  
(3,070)   
(6,852)   
(3,308)
Balance at end of year
 $
7,806   $
11,229   $
14,308 
 
 
(7)
Property and Equipment
Property and equipment at December 31 consists of the following (in thousands):
 
 
 
2024
   
2023
 
Transportation equipment
 $
627,018   $
461,550 
Land, buildings and related assets
  
272,010    
256,419 
Other operating assets
  
150,246    
120,500 
Information technology equipment
  
29,680    
29,429 
Construction in process
  
92,413    
63,464 
Total property and equipment
  
1,171,367    
931,362 
Less accumulated depreciation
  
(429,001)   
(370,273)
Total property and equipment, net
 $
742,366   $
561,089 
 

UNIVERSAL LOGISTICS HOLDINGS, INC.
Notes to Consolidated Financial Statements – (Continued)
December 31, 2024, 2023 and 2022
53
(8)
Accrued Expenses and Other Current Liabilities
Accrued expenses and other current liabilities consist of the following items at December 31 (in thousands):
 
 
 
2024
   
2023
 
Accrued payroll
 $
35,376   $
18,047 
Accrued payroll taxes
  
3,690    
3,149 
Driver escrow liabilities
  
3,989    
3,275 
Legal settlements and claims
  
3,200    
4,050 
Commissions, other taxes and other
  
24,489    
14,541 
Total
 $
70,744   $
43,062 
 
(9)
Debt
Debt is comprised of the following (in thousands):
 
 
 
Interest Rates at
 
December 31,
 
 
 
December 31, 2024
 
2024
   
2023
 
Outstanding Debt:
  
 
     
   
Revolving Credit Facility (1) (2)
 
5.93%
 $
310,851   $
21,934 
UACL Credit Agreement (2)
 
 
 
     
   
Term Loan
 
5.93%
  
51,000    
69,000 
Revolver
 
5.93%
  
—    
— 
Equipment Financing (3)
 
2.25% to 7.31%
  
278,155    
156,341 
Real Estate Facility (4)
 
6.45%
  
122,635    
139,170 
Margin Facility (5)
 
5.43%
  
—    
— 
Unamortized debt issuance costs
  
  
(3,556)   
(4,521)
 
  
  
759,085    
381,924 
Less current portion of long-term debt
  
  
88,812    
70,689 
Total long-term debt, net of current portion
  
 $
670,273   $
311,235 
 
(1) Our Revolving Credit Facility provides us with a revolving credit commitment of up to $400 million. We may borrow under the Revolving 
Credit Facility until maturity on September 30, 2027, and this indebtedness bears interest at index-adjusted SOFR, or a base rate, plus an applicable 
margin based on the Company’s leverage ratio. The Revolving Credit Facility is secured by a first-priority pledge of the capital stock of applicable 
subsidiaries, as well as first-priority perfected security interests in cash, deposits, accounts receivable, and selected other assets of the applicable 
borrowers. The Revolving Credit Facility includes customary affirmative and negative covenants and events of default, as well as financial 
covenants requiring minimum fixed charge coverage and leverage ratios, and customary mandatory prepayments provisions. At December 31, 2024, 
we were in compliance with all covenants under the facility, and $89.1 million was available for borrowing on the revolver.

UNIVERSAL LOGISTICS HOLDINGS, INC.
Notes to Consolidated Financial Statements – (Continued)
December 31, 2024, 2023 and 2022
54
(9)
Debt—continued 
(2) Our UACL Credit Agreement provides for maximum borrowings of $90 million in the form of an $80 million term loan and a $10 million 
revolver.  The term loan matures on September 30, 2027 and is repaid in consecutive quarterly installments. The remaining term loan balance is due 
at maturity. We may borrow under the revolving credit facility until maturity on September 30, 2027. Borrowings bear interest at index-adjusted 
SOFR, or a base rate, plus an applicable margin based on the borrowers’ leverage ratio. The UACL Credit Agreement is secured by a first-priority 
pledge of the capital stock of applicable subsidiaries, as well as first-priority perfected security interest in cash, deposits, accounts receivable, and 
selected other assets of the applicable borrowers. The UACL Credit Agreement includes customary affirmative and negative covenants and events 
of default, as well as financial covenants requiring minimum fixed charge coverage and leverage ratios, and customary mandatory prepayments 
provisions. At December 31, 2024, we were in compliance with all covenants under the facility, and $10.0 million was available for borrowing on 
the revolver.
(3) Our Equipment Financing consists of a series of promissory notes issued by a wholly owned subsidiary. The equipment notes, which are secured 
by liens on specific titled vehicles, are generally payable in 60 monthly installments and bear interest at fixed rates ranging from 2.25% to 7.31%.
(4) Our Real Estate Facility consists of a $165.4 million term loan, and the facility matures on April 29, 2032. Obligations under the facility are 
secured by first-priority mortgages on specific parcels of real estate owned by the Company, including all land and real property improvements, and 
first-priority assignments of rents and related leases of the loan parties. The credit agreement includes customary affirmative and negative 
covenants, and principal and interest are payable on the facility on a monthly basis, based on an annual amortization of 10%. The facility bears 
interest at Term SOFR, plus an applicable margin equal to 2.12%. At December 31, 2024, we were in compliance with all covenants under the 
facility. 
(5) Our Margin Facility is a short-term line of credit secured by our portfolio of marketable securities. It bears interest at Term SOFR plus 1.10%. 
The amount available under the line of credit is based on a percentage of the market value of the underlying securities. At December 31, 2024, the 
maximum available borrowings under the line of credit were $6.0 million.
The following table reflects the maturities of our principal repayment obligations as of December 31, 2024 (in thousands):
 
Years Ending
December 31
 
Revolving 
Credit Facility    
UACL Term 
Loan
   
UACL 
Revolver
   
Equipment 
Financing
   
Real Estate 
Financing
   
Margin 
Facility
   
Total
 
2025
 $
—   $
6,000   $
—   $
67,241   $
16,535   $
—   $
89,776 
2026
  
—    
8,500    
—    
72,571    
16,535    
—    
97,606 
2027
  
310,851    
36,500    
—    
62,393    
16,535    
—    
426,279 
2028
  
—    
—    
—    
48,727    
16,535    
—    
65,262 
2029
  
—    
—    
—    
27,223    
16,535    
—    
43,758 
Thereafter
  
—    
—    
—    
—    
39,960    
—    
39,960 
Total
 $
310,851   $
51,000   $
—   $
278,155   $
122,635   $
—   $
762,641 
 
The Company is also party to an interest rate swap agreement that qualifies for hedge accounting. The Company executed the swap agreement to fix 
a portion of the interest rate on its variable rate debt.  Under the swap agreement, the Company receives interest at Term SOFR and pays a fixed rate 
of 2.88%. The swap agreement has an effective date of April 29, 2022, a maturity date of April 30, 2027, and an amortizing notional amount of 
$73.3 million. At December 31, 2024, the fair value of the swap agreement was an asset of $1.6 million. Since the swap agreement qualifies for 
hedge accounting, the changes in fair value are recorded in other comprehensive income (loss), net of tax. See Note 10, “Fair Value Measurement 
and Disclosures” for additional information pertaining to interest rate swaps.

UNIVERSAL LOGISTICS HOLDINGS, INC.
Notes to Consolidated Financial Statements – (Continued)
December 31, 2024, 2023 and 2022
55
(10)
Fair Value Measurement and Disclosures
ASC Topic 820, “Fair Value Measurements and Disclosures,” defines fair value as the exchange price that would be received for an asset or paid to 
transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the 
measurement date and expanded disclosures with respect to fair value measurements.
ASC Topic 820 also establishes a three-level fair value hierarchy that prioritizes the inputs used to measure fair value. This hierarchy requires 
entities to maximize the use of observable inputs and minimize the use of unobservable inputs. The three levels of inputs used to measure fair value 
are as follows:
•
Level 1 — Quoted prices in active markets for identical assets or liabilities.
•
Level 2 — Observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in 
active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are 
observable or can be corroborated by observable market data.
•
Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets 
or liabilities. This includes certain pricing models, discounted cash flow methodologies and similar techniques that use significant 
unobservable inputs.
We have segregated all financial assets that are measured at fair value on a recurring basis into the most appropriate level within the fair value 
hierarchy based on the inputs used to determine the fair value at the measurement date in the tables below (in thousands):
 
 
December 31, 2024
 
 
 
Level 1
   
Level 2
   
Level 3
   
Fair Value 
Measurement
 
Assets
 
     
     
     
   
Cash equivalents
 $
26   $
—   $
—   $
26 
Marketable securities
  
11,590    
—    
—    
11,590 
Interest rate swap
  
—    
1,589    
—    
1,589 
Total Assets
 $
11,616   $
1,589   $
—   $
13,205 
 
 
 
December 31, 2023
 
 
 
Level 1
   
Level 2
   
Level 3
   
Fair Value 
Measurement
 
Assets
 
     
     
     
   
Cash equivalents
 $
168   $
—   $
—   $
168 
Marketable securities
  
10,772    
—    
—    
10,772 
Interest rate swap
  
—    
1,807    
—    
1,807 
Total Assets
 $
10,940   $
1,807   $
—   $
12,747 
 
The valuation techniques used to measure fair value for the items in the tables above are as follows:
•
Cash equivalents – This category consists of money market funds which are listed as Level 1 assets and measured at fair value based 
on quoted prices for identical instruments in active markets.
•
Marketable securities – Marketable securities represent equity securities, which consist of common and preferred stocks, are actively 
traded on public exchanges and are listed as Level 1 assets. Fair value was measured based on quoted prices for these securities in 
active markets.
•
Interest rate swaps – The fair value of our interest rate swap is determined using a methodology of netting the discounted future fixed 
cash payments (or receipts) and the discounted expected variable cash receipts (or payments). The variable cash receipts (or 
payments) are based on the expectation of future interest rates (forward curves) derived from observed market interest rate curves. The 
fair value measurement also incorporates credit valuation adjustments reflecting both the Company’s nonperformance risk and the 
respective counterparty’s nonperformance risk.

UNIVERSAL LOGISTICS HOLDINGS, INC.
Notes to Consolidated Financial Statements – (Continued)
December 31, 2024, 2023 and 2022
56
(10)
Fair Value Measurement and Disclosures—continued
Our Revolving Credit Facility, UACL Credit Agreement and Real Estate Facility consist of variable rate borrowings. We categorize borrowings 
under these credit agreements as Level 2 in the fair value hierarchy. The carrying value of these borrowings approximate fair value because the 
applicable interest rates are adjusted frequently based on short-term market rates.
For our Equipment Financing, the fair values are estimated using discounted cash flow analyses, based on our current incremental borrowing rates 
for similar types of borrowing arrangements. We categorize borrowings under this credit agreement as Level 2 in the fair value hierarchy. The 
carrying values and estimated fair values of these promissory notes at December 31, 2024 is summarized as follows:
 
 
2024
 
 
 
Carrying Value
   
Estimated Fair

Value
 
Equipment promissory notes
 $
278,155   $
279,073 
 
We have not elected the fair value option for any of our financial instruments.
(11)
Transactions with Affiliates
Matthew T. Moroun is Chair of our Board of Directors and his son, Matthew J. Moroun, is a member of our Board. Certain Moroun family trusts 
beneficially own a majority of our outstanding shares. Matthew T. Moroun is trustee of these trusts with investment authority over the shares, and 
Frederick P. Calderone, a member of our Board, is special trustee of these trusts with voting authority over the shares. The Moroun family also owns 
or significantly influences the management and operating policies of other businesses engaged in transportation, insurance, business services, and 
real estate development and management. In the ordinary course of business, we procure from these companies certain supplementary administrative 
support services, including legal, human resources, tax, and IT infrastructure services. The Audit Committee of our Board reviews and approves 
related party transactions. The cost of these services is based on the actual or estimated utilization of the specific service.
We also purchase other services from our affiliates. The following is a schedule of cost incurred and included in operating expenses for services 
provided by affiliates for the years ended December 31 (in thousands):
 
 
 
2024
   
2023
   
2022
 
Insurance
 $
85,388   $
76,926   $
73,398 
Real estate rent and related costs
  
19,674    
13,649    
12,220 
Administrative support services
  
7,890    
6,377    
6,036 
Truck fuel, maintenance and other operating costs
  
13,748    
9,221    
7,597 
Contracted transportation services
  
147    
316    
1,072 
Total
 $
126,847   $
106,489   $
100,323 
 
We pay the direct variable cost of maintenance, fueling and other operational support costs for services delivered at our affiliate’s trucking terminals 
that are geographically remote from our own facilities. Such costs are billed when incurred, paid on a routine basis, and reflect actual labor 
utilization, repair parts costs or quantities of fuel purchased.
We lease 25 facilities from related parties. Our occupancy is based on either month-to-month or contractual, multi-year lease arrangements which 
are billed and paid monthly. Leasing properties from a related party affords us significant operating flexibility; however, we are not limited to such 
arrangements. See Note 13, “Leases” for further information regarding the cost of leased properties.
We purchase employee medical, workers’ compensation, property and casualty, cargo, warehousing and other general liability insurance from an 
insurance company controlled by our controlling shareholder. In our Consolidated Balance Sheets, we record our insured claims liability and the 
related recovery in insurance and claims, and other receivables. At December 31, 2024 and 2023, there were $19.5 million and $14.3 million, 
respectively, included in each of these accounts for insured claims with an affiliate.
Other services from affiliates, including contracted transportation services, are delivered to us on a per-transaction basis or pursuant to separate 
contractual arrangements provided in the ordinary course of business. At December 31, 2024 and 2023, amounts due to affiliates were $23.3 million 
and $20.7 million, respectively. 

UNIVERSAL LOGISTICS HOLDINGS, INC.
Notes to Consolidated Financial Statements – (Continued)
December 31, 2024, 2023 and 2022
57
(11)
Transactions with Affiliates—continued
During 2024, we purchased trailers from an affiliate totaling $4.5 million. During 2023, we purchased used tractors and new trailers from affiliates 
totaling $6.3 million and $5.1 million, respectively. During 2023, we also contracted with an affiliate to provide real property improvements for us 
totaling $5.3 million.
In June 2022, we executed a real estate contract with an affiliate to acquire a multi-building, office complex located in Warren, Michigan for $8.3 
million. The purchase price was established by an independent, third-party appraisal. The Company made an initial deposit of $0.2 million in 2022, 
and paid the balance at closing in the first quarter of 2023.
Services provided by Universal to Affiliates
We periodically assist companies that are owned by our controlling shareholder by providing selected transportation and logistics services in 
connection with their specific customer contracts or purchase orders. Truck fueling and administrative expenses are presented net in operating 
expense. Following is a schedule of services provided to our affiliates for the years ended December 31 (in thousands):
 
 
 
2024
   
2023
   
2022
 
Contracted transportation services
 $
1,737   $
5,087   $
663 
Facilities and related support
  
2,383    
1,595    
240 
Total
 $
4,120   $
6,682   $
903 
At December 31, 2024 and 2023, amounts due from affiliates were $1.3 million and $0.7 million, respectively.
In November 2024, we sold an inactive Mexican subsidiary to an affiliate for approximately $0.1 million. The purchase price was based on the book 
value of the net assets sold in the transaction, and as such, no gain or loss was recorded.
In August 2023, we exercised our right of first refusal to acquire 3,750 shares of restricted stock from H.E. “Scott” Wolfe, our director, for $120,900 
based on the closing market price on the effective date of the transaction.
 
(12)
Income Taxes
A summary of income related to U.S. and non-U.S. operations are as follows (in thousands):
 
 
 
Year Ended December 31,
 
 
 
2024
   
2023
   
2022
 
Operations
 
     
     
   
U.S. Domestic
 $
170,903   $
120,281   $
221,347 
Foreign
  
2,839    
4,018    
4,075 
Total pre-tax income
 $
173,742   $
124,299   $
225,422 
 
The provision (benefit) for income taxes attributable to income from continuing operations for the years ended December 31 consists of the 
following (in thousands):
 
 
 
2024
   
2023
   
2022
 
Current:
 
     
     
   
U.S. Federal
 $
8,585   $
15,603   $
33,883 
State
  
4,820    
5,349    
14,277 
Foreign
  
45    
26    
354 
Total current
  
13,450    
20,978    
48,514 
Deferred:
 
     
     
   
U.S. Federal
  
28,107    
9,612    
11,530 
State
  
1,382    
639    
(4,055)
Foreign
  
896    
169    
801 
Total deferred
  
30,385    
10,420    
8,276 
Total
 $
43,835   $
31,398   $
56,790 
 

UNIVERSAL LOGISTICS HOLDINGS, INC.
Notes to Consolidated Financial Statements – (Continued)
December 31, 2024, 2023 and 2022
58
(12)
 Income Taxes—continued
Deferred income tax assets and liabilities at December 31 consist of the following (in thousands):
 
 
2024
   
2023
 
Domestic deferred tax assets:
 
     
   
Allowance for credit losses
 $
1,970   $
2,745 
Other assets
  
5,304    
1,781 
Accrued expenses
  
6,756    
5,579 
Total domestic deferred tax assets
 $
14,030   $
10,105 
Domestic deferred tax liabilities:
 
     
   
Prepaid expenses
 $
1,987   $
4,355 
Marketable securities
  
901    
692 
Intangible assets
  
13,112    
18,002 
Property and equipment
  
107,042    
66,623 
Total domestic deferred tax liabilities
 $
123,042   $
89,672 
Net domestic deferred tax liabilities
 $
109,012   $
79,567 
Foreign deferred tax assets
 
     
   
Reserves
 $
329   $
420 
Net operating losses
  
1,304    
2,150 
Valuation allowance - foreign
  
(1,304)   
(1,345)
Total foreign deferred tax asset
 $
329   $
1,225 
Net deferred tax liability
 $
108,683   $
78,342 
In assessing whether deferred tax assets may be realized in the future, management considers whether it is more likely than not that some portion of 
such tax assets will not be realized. The deferred tax assets and liabilities were reviewed separately by jurisdictions when measuring the need for 
valuation allowances. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income (both ordinary 
income and taxable capital gains) during the periods in which those temporary differences reverse. Management considers the scheduled reversal of 
deferred tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. Valuation allowances are established 
when necessary to reduce deferred tax assets when it is more likely than not that a portion or all of the deferred tax assets will not be realized. Based 
upon the level of historical taxable income, reversal of existing taxable temporary differences, projections for future taxable income over the periods 
in which the domestic deferred tax assets are expected to reverse, and our ability to generate future capital gains, management believes it is more 
likely than not that we will realize the benefits of these deductible differences. Thus, no valuation allowance has been established for the domestic 
deferred tax assets. As of December 31, 2023, we had foreign net operating loss carryforward associated with our Mexican subsidiary with a tax 
effect of $0.7 million.  As of December 31, 2024, there was no such net operating loss carryforward associated with our Mexican subsidiary. At 
December 31, 2024 and 2023, we had foreign net operating loss carryforwards associated with our Canadian and German subsidiaries with a tax 
effect of $1.2 million and $1.3 million, respectively. Based on the anticipated earnings projections, management had previously recorded a full 
valuation allowance for the deferred tax assets associated with these entities. 

UNIVERSAL LOGISTICS HOLDINGS, INC.
Notes to Consolidated Financial Statements – (Continued)
December 31, 2024, 2023 and 2022
59
(12)
Income Taxes—continued
Income tax expense attributable to income from continuing operations differs from the statutory rates as follows:
 
 
 
2024
   
2023
   
2022
 
Federal statutory rate
  
21%   
21%   
21%
State, net of federal benefit
  
4%   
4%   
4%
Foreign
  
0%   
0%   
0%
Effective tax rate
  
25%   
25%   
25%
 
 
As of December 31, 2024, the total amount of unrecognized tax benefit representing uncertainty in certain tax positions was $0.2 million. These 
uncertain tax positions are based on recognition thresholds and measurement attributes for the financial statement recognition and measurements of 
a tax position taken or expected to be taken in a tax return. Any prospective adjustments to our accrual for uncertain tax positions will be recorded as 
an increase or decrease to the provision for income taxes and would impact our effective tax rate. At December 31, 2024, there are no positions for 
which it is reasonably possible that the total amounts of unrecognized tax benefits would significantly increase or decrease within 12 months. As of 
December 31, 2024, the amount for both accrued interest and penalties was zero.
The changes in our gross unrecognized tax benefits during the years ended December 31 are as follows (in thousands):
 
 
 
2024
   
2023
   
2022
 
Unrecognized tax benefit – beginning of year
 $
278   $
257   $
226 
Increases related to current year tax positions
  
13    
36    
52 
Decreases related to prior year tax positions
  
(64)   
(15)   
(21)
Unrecognized tax benefit – end of year
 $
227   $
278   $
257 
 
(13)
Leases
As of December 31, 2024, our obligations under operating lease arrangements primarily related to the rental of office space, warehouses, freight 
distribution centers, terminal yards and equipment. Right-of-use assets represent our right to use an underlying asset over the lease term and lease 
liabilities represent the obligation to make lease payments resulting from the lease agreement. We recognize a right-of-use asset and a lease liability 
on the effective date of a lease agreement. These assets and liabilities are recognized based on the present value of future minimum lease payments 
over the lease term at commencement date, using our incremental borrowing rate as of the respective dates of lease inception, as the rate implicit in 
each lease is not readily determinable. Our incremental borrowing rate is based on collateralized borrowings of similar assets with terms that 
approximate the lease term when available and when collateralized rates are not available, we use uncollateralized rates with similar terms adjusted 
for the fact that it is an unsecured rate.
Our lease obligations typically do not include options to purchase the leased property, nor do they contain residual value guarantees or material 
restrictive covenants. Options to extend or terminate an agreement are included in the lease term when it becomes reasonably certain the option will 
be exercised. As of December 31, 2024, we were not reasonably certain of exercising any renewal or termination options, and as such, no 
adjustments were made to the right-of-use lease assets or corresponding liabilities. 
Leases with an initial term of 12 months or less, short-term leases, are not recorded on the balance sheet. Lease expense for short-term and long-
term operating leases is recognized on a straight-line basis over the lease term. For facility leases, variable lease costs include the costs of common 
area maintenance, taxes, and insurance for which we pay the lessors an estimate that is adjusted to actual expense on a quarterly or annual basis 
depending on the underlying contract terms. For equipment leases, variable lease costs may include additional fees associated with using equipment 
in excess of estimated amounts. 

UNIVERSAL LOGISTICS HOLDINGS, INC.
Notes to Consolidated Financial Statements – (Continued)
December 31, 2024, 2023 and 2022
60
(13)
Leases—continued
The following table summarizes our lease costs for the years ended December 31, 2024 and 2023, and related information (in thousands):
 
 
December 31, 2024
 
 
 
With Affiliates
   
With Third 
Parties
   
Total
 
Lease cost
 
    
    
   
Operating lease cost
  $
9,972    $
26,101    $
36,073 
Short-term lease cost
   
512     
12,031     
12,543 
Variable lease cost
   
917     
4,364     
5,281 
Total lease cost
  $
11,401    $
42,496    $
53,897 
 
 
 
   
 
   
 
 
 
 
December 31, 2023
 
 
 
With Affiliates
   
With Third 
Parties
   
Total
 
Lease cost
 
    
    
   
Operating lease cost
  $
9,521    $
26,702    $
36,223 
Short-term lease cost
   
66     
16,155     
16,221 
Variable lease cost
   
881     
3,120     
4,001 
Total lease cost
  $
10,468    $
45,977    $
56,445 
The following table summarizes other lease related information as of and for the years ended December 31, 2024 and 2023 (in thousands):
 
 
December 31, 2024
 
 
 
With Affiliates
   
With Third 
Parties
   
Total
 
Other information
 
 
   
 
   
 
 
Cash paid for amounts included in the measurement of operating 
leases
  $
10,025 
  $
26,904 
  $
36,929 
Right-of-use asset change due to lease termination
  $
— 
  $
(109)   $
(109)
Right-of-use assets obtained in exchange for new operating lease 
liabilities
  $
3,916 
  $
16,184 
  $
20,100 
Right-of-use assets obtained due to acquisition of business
  $
— 
  $
432 
  $
432 
Weighted-average remaining lease term (in years)
   
3.8 
  
2.9 
  
3.1 
Weighted-average discount rate
   
7.9%    
6.0%    
6.5%
 
   
     
     
 
 
 
December 31, 2023
 
 
 
With Affiliates
   
With Third 
Parties
   
Total
 
Other information
 
 
   
 
   
 
 
Cash paid for amounts included in the measurement of operating 
leases
  $
9,401 
  $
26,744 
  $
36,145 
Right-of-use asset change due to lease termination
  $
(64)   $
(144)   $
(208)
Right-of-use assets obtained in exchange for new operating lease 
liabilities
  $
151 
  $
16,118 
  $
16,269 
Weighted-average remaining lease term (in years)
   
4.3 
  
3.2 
  
3.5 
Weighted-average discount rate
   
7.5%    
5.4%    
6.1%
 
   
     
     
 
 

UNIVERSAL LOGISTICS HOLDINGS, INC.
Notes to Consolidated Financial Statements – (Continued)
December 31, 2024, 2023 and 2022
61
(13)
Leases—continued
 
Future minimum lease payments under these operating leases as of December 31, 2024, are as follows (in thousands):
 
 
 
With Affiliates
   
With Third 
Parties
   
Total
 
2025
  $
7,823    $
25,016    $
32,839 
2026
   
5,226     
21,169     
26,395 
2027
   
4,112     
11,828     
15,940 
2028
   
3,916     
4,603     
8,519 
2029
   
2,639     
2,346     
4,985 
Thereafter
   
—     
—     
— 
Total required lease payments
  $
23,716    $
64,962    $
88,678 
Less amounts representing interest
 
    
      
(9,327)
Present value of lease liabilities
 
    
     $
79,351 
 
(14)
Retirement Plans
We offer 401(k) defined contribution plans to our employees. The plans are administered by a company controlled by our principal shareholder and 
include different matching provisions typically ranging from zero to $2,080 per participant annually depending on which subsidiary or affiliate is 
involved. Certain of these plans also include a discretionary matching provision as determined by the Company. The total expense for contributions 
for 401(k) plans, including plans related to collective bargaining agreements, was $2.3 million, $1.1 million and $1.0 million for the years ended 
December 31, 2024, 2023 and 2022, respectively.
In connection with a collective bargaining agreement that covered 14 Canadian employees at December 31, 2024, we are required to make defined 
contributions into the Canada Wide Industrial Pension Plan. At December 31, 2024, 2023 and 2022, the required contributions totaled 
approximately $7,000, $58,000 and $40,000, respectively.
In connection with our acquisition of Parsec in the fourth quarter 2024, we became enrolled in the Western Conference of Teamsters Pension Trust 
Fund (“WCTPT”) defined contribution pension plan. Parsec has participated in the WCTPT plan since 2023. As of December 31, 2024, 851 
employees are covered under the WCTPT plan and contributions to the plan totaled approximately $0.9 million since our acquisition. As an 
employer sponsor of this plan we may be subject to withdraw liability from time to time. No withdraw liability exists at December 31, 2024.
 
(15)
Stock Based Compensation
In May 2024, we granted 1,545 shares of common stock under our equity plan to non-employee directors. These restricted stock awards have a fair 
value of $45.22 per share, based on the closing price of our stock on the grant date, and vested immediately.
In February 2024, we granted 21,105 shares of restricted stock under our equity plan to certain employees, including 5,160 shares to our Chief 
Executive Officer and 5,223 shares to our Chief Financial Officer. The restricted stock awards have a grant date fair value of $31.96 per share, based 
on the closing price of our stock. The shares will vest in four equal installments on each March 15 in 2025, 2026, 2027, and 2028, subject to their 
continued employment with us. 
In May 2023, we granted 3,549 shares of common stock under our equity plan to non-employee directors. These restricted stock awards have a fair 
value of $25.42 per share, based on the closing price of our stock on the grant date, and vested immediately. 
In March 2023, we granted 34,611 shares of restricted stock under our equity plan to certain employees, including 9,134 shares to our Chief 
Executive Officer and 8,441 shares to our Chief Financial Officer. The restricted stock awards have a grant date fair value of $27.59 per share, based 
on the closing price of our stock. The shares will vest in four equal installments on each March 15 in 2024, 2025, 2026, and 2027, subject to their 
continued employment with us.
In May 2022, we granted 2,157 shares of common stock to non-employee directors. These restricted stock awards have a fair value of $23.17 per 
share, based on the closing price of our stock on the grant date, and vested immediately.
In September 2021, we granted 2,355 shares of restricted stock under our equity plan to one of our employees. This restricted stock award has a fair 
value of $20.46 per share, based on the closing price of our stock on the grant date. The shares will vest in five equal increments on each August 9 in 
2022, 2023, 2024, 2025 and 2026, subject to continued employment with us.

UNIVERSAL LOGISTICS HOLDINGS, INC.
Notes to Consolidated Financial Statements – (Continued)
December 31, 2024, 2023 and 2022
62
(15)
Stock Based Compensation—continued
In February 2020, we granted 5,000 shares of restricted stock under our equity plan to our Chief Financial Officer. This restricted stock award has a 
fair value of $17.74 per share, based on the closing price of our stock on the grant date. The shares vested on February 20, 2024.
In January 2020, we granted 60,000 shares of restricted stock under our equity plan to our Chief Executive Officer. This restricted stock award has a 
fair value of $18.82 per share, based on the closing price of our stock on the grant date. The shares will vest in installments of 20,000 shares on 
January 10, 2024 and January 10, 2026, and installments of 10,000 shares on January 10, 2027 and January 10, 2028, subject to his continued 
employment with us.  
A grantee’s vesting of restricted stock awards may be accelerated under certain conditions, including retirement.
The following table summarizes the status of our non-vested shares and related information for the period indicated:
 
 
 
Shares
   
Weighted
Average Grant 
Date Fair Value
 
Non-vested at January 1, 2024
   
100,458    $
21.76 
Granted
   
22,650    $
31.96 
Vested
   
(35,531)   $
21.94 
Forfeited
   
(2,039)   $
27.59 
Balance at December 31, 2024
   
85,538    $
24.49 
 
The total grant date fair value of vested shares recognized as compensation cost was $0.8 million, $0.3 million and $0.2 million for the years ended 
December 31, 2024, 2023 and 2022, respectively. Included in compensation cost during the years ended December 31, 2024, 2023 and 2022 was 
approximately $70,000, $90,000 and $50,000, respectively, recognized as a result of the grants of stock to non-employee directors. As of December 
31, 2024, there was approximately $2.1 million of total unrecognized compensation cost related to non-vested share-based compensation 
arrangements. That cost is expected to be recognized on a straight-line basis over the remaining vesting period. As a result, we expect to recognize 
stock-based compensation expense of $0.4 million in 2025, $0.8 million in 2026, $0.6 million in 2027 and $0.3 million in 2028. 
(16)
Commitments and Contingencies
Our principal commitments relate to long-term real estate leases and payment obligations to equipment and construction vendors, and for purchases 
of strategic real estate.
The Company is involved in certain other claims and pending litigation arising from the ordinary conduct of business. We also provide accruals for 
claims within our self-insured retention amounts. Based on the knowledge of the facts, and in certain cases, opinions of outside counsel, in the 
Company’s opinion the resolution of these claims and pending litigation will not have a material effect on our financial position, results of 
operations or cash flows. However, if we experience claims that are not covered by our insurance or that exceed our estimated claim reserve, it 
could increase the volatility of our earnings and have a materially adverse effect on our financial condition, results of operations or cash flows. 
At December 31, 2024, approximately 46% of our employees are subject to collective bargaining agreements that are renegotiated periodically, 34% 
of which are subject to contracts that expire in 2025.
At December 31, 2024, our firm commitments to purchase equipment and strategic real estate, as well as for on-going construction projects totaled 
$77.7 million.
(17)
Earnings Per Share
Basic earnings per common share amounts are based on the weighted average number of common shares outstanding, excluding outstanding non-
vested restricted stock. Diluted earnings per common share include dilutive common stock equivalents determined by the treasury stock method. For 
the years ended December 31, 2024, 2023 and 2022, there were 33,007, 23,821 and 19,837 weighted average non-vested shares of restricted stock, 
respectively, included in the denominator for the calculation of diluted earnings per share.
In the year ended December 31, 2023, 34,045 shares were excluded from the calculation of diluted earnings per share because such shares were anti-
dilutive. No such shares were excluded from the calculation of diluted earnings per share for the years ended December 31, 2024 or 2022. 

UNIVERSAL LOGISTICS HOLDINGS, INC.
Notes to Consolidated Financial Statements – (Continued)
December 31, 2024, 2023 and 2022
63
(18)
Segment Reporting
During 2024, we changed the way we aggregate our business units and adopted a new segment reporting structure. In connection with this change, 
the historical results of the terminated company-managed brokerage business is included in other non-reportable segments. As a result, we now
report our financial results in three distinct reportable segments: contract logistics, intermodal and trucking, which are based primarily on the 
services each segment provides. This presentation reflects the manner in which management evaluates our operating segments, including an 
evaluation of economic characteristics and applicable aggregation criteria.
Operations aggregated in our contract logistics segment deliver value-added or dedicated transportation services to support in-bound logistics to 
industrial customers and major retailers on a contractual basis, generally pursuant to terms of one year or longer. Our intermodal segment is 
associated with local and regional drayage moves coordinated by company-managed terminals using a mix of owner-operators, company equipment 
and third-party capacity providers (broker carriers). Operations included in our trucking segment are associated with individual freight shipments 
coordinated by our agents and company-managed terminals using a mix of owner-operators, company equipment and broker carriers. Other non-
reportable segments are comprised of legacy company-managed brokerage operations and the Company’s subsidiaries that provide support services 
to other subsidiaries.
The Company’s President and Chief Executive Officer serves as our Chief Operating Decision Maker (CODM). Our CODM is responsible for 
reviewing segment performance and making decisions regarding the allocation of resources. The CODM uses income from operations compared to 
budgeted, forecasted, and prior period amounts to assess segment performance. Separate balance sheets are not prepared by segment, and we do not 
provide asset information by segment to the CODM.
The following tables summarize information about our reportable segments for the fiscal years ended December 31, 2024, 2023 and 2022 (in 
thousands):
 
 
 
2024
 
 
 
Contract 
Logistics
   
Intermodal
   
Trucking
   
Other (2)
   
Total
 
 
 
 
   
 
   
 
   
 
   
 
 
Total operating revenues (1)
  $
1,129,658    $
308,744    $
331,982    $
75,651    $
1,846,035 
 
 
    
    
    
    
   
Operating expenses:
   
     
     
     
     
 
Purchased transportation and equipment 
rent
   
13,024     
134,107     
251,567     
84,250     
482,948 
Direct personnel and related benefits
   
497,870     
73,557     
4,385     
7,439     
583,251 
Operating supplies and expenses
   
249,090     
37,984     
12,453     
(3,969)    
295,558 
Commission expense
   
93     
1,889     
25,303     
—     
27,285 
Occupancy expense
   
29,440     
17,646     
265     
(3,142)    
44,209 
Depreciation and amortization
   
53,521     
32,944     
7,146     
30,577     
124,188 
Other segment expenses (3)
   
67,536     
38,358     
9,900     
(30,310)    
85,484 
Total operating expenses
   
910,574     
336,485     
311,019     
84,845    
1,642,923 
Income from operations
  $
219,084    $
(27,741)   $
20,963    $
(9,194)   $
203,112 
(1) Eliminated intersegment revenues in the contract logistics, intermodal and trucking segments were $0.2 million, $3.0 million, and $0.1 million, respectively.
(2) Credits within other non-reportable include allocations and eliminations to the other reportable segments.
(3) Other segment expenses include general and administrative, insurance and claims, impairments, and other corporate allocations to reportable segments.

UNIVERSAL LOGISTICS HOLDINGS, INC.
Notes to Consolidated Financial Statements – (Continued)
December 31, 2024, 2023 and 2022
64
(18)
Segment Reporting—continued
 
 
 
2023 (Recast)
 
 
 
Contract 
Logistics
   
Intermodal
   
Trucking
   
Other (2)
   
Total
 
 
 
 
   
 
   
 
   
 
   
 
 
Total operating revenues (1)
  $
829,574    $
382,610    $
333,211    $
116,744    $
1,662,139 
 
 
    
    
    
    
   
Operating expenses:
   
     
     
     
     
 
Purchased transportation and equipment 
rent
   
14,492     
183,808     
258,399     
114,514     
571,213 
Direct personnel and related benefits
   
447,559     
80,831     
5,104     
9,285     
542,779 
Operating supplies and expenses
   
124,431     
45,427     
8,625     
(7,489)    
170,994 
Commission expense
   
151     
2,252     
28,967     
—     
31,370 
Occupancy expense
   
28,530     
17,590     
185     
(2,004)    
44,301 
Depreciation and amortization
   
40,483     
25,153     
2,032     
9,368     
77,036 
Other segment expenses (3)
   
46,176     
25,945     
12,641     
(5,760)    
79,002 
Total operating expenses
   
701,822     
381,006     
315,953     
117,914    
1,516,695 
Income from operations
  $
127,752    $
1,604    $
17,258    $
(1,170)   $
145,444 
(1) Eliminated intersegment revenues in the contract logistics, intermodal and trucking segments were $0.6 million, $3.0 million, and $0.6 million, respectively.
(2) Credits within other non-reportable include allocations and eliminations to the other reportable segments.
(3) Other segment expenses include general and administrative, insurance and claims, and other corporate allocations to reportable segments.
 
 
 
2022 (Recast)
 
 
 
Contract 
Logistics
   
Intermodal
   
Trucking
   
Other (2)
   
Total
 
 
 
 
   
 
   
 
   
 
   
 
 
Total operating revenues (1)
  $
823,934    $
622,615    $
392,639    $
176,268    $
2,015,456 
 
 
    
    
    
    
   
Operating expenses:
   
     
     
     
     
 
Purchased transportation and equipment 
rent
   
25,387     
357,339     
308,973     
155,715     
847,414 
Direct personnel and related benefits
   
446,248     
57,732     
4,795     
11,488     
520,263 
Operating supplies and expenses
   
127,994     
49,583     
7,415     
(7,552)    
177,440 
Commission expense
   
339     
5,546     
34,403     
—     
40,288 
Occupancy expense
   
24,229     
15,891     
217     
949     
41,286 
Depreciation and amortization
   
38,374     
23,210     
2,494     
12,579     
76,657 
Other segment expenses (3)
   
42,926     
28,277     
6,778     
(6,308)    
71,673 
Total operating expenses
   
705,497     
537,578     
365,075     
166,871    
1,775,021 
Income from operations
  $
118,437    $
85,037    $
27,564    $
9,397    $
240,435 
(1) Eliminated intersegment revenues in the contract logistics, intermodal and trucking segments were $4.7 million, $8.5 million, and $0.2 million, respectively.
(2) Credits within other non-reportable include allocations and eliminations to the other reportable segments.
(3) Other segment expenses include general and administrative, insurance and claims, and other corporate allocations to reportable segments.
 

UNIVERSAL LOGISTICS HOLDINGS, INC.
Notes to Consolidated Financial Statements – (Continued)
December 31, 2024, 2023 and 2022
65
(18)
Segment Reporting—continued
 
We provide a portfolio of transportation and logistics services to a wide range of customers throughout the United States and in Mexico, Canada and 
Colombia. Revenues attributed to geographic areas are as follows (in thousands):
 
 
 
Year Ended December 31,
 
 
 
2024
   
2023
   
2022
 
United States
 $
1,791,204   $
1,622,993   $
1,977,339 
Mexico
  
49,275    
30,462    
22,889 
Canada
  
3,377    
5,846    
13,175 
Colombia
  
2,179    
2,838    
2,053 
Total
 $
1,846,035   $
1,662,139   $
2,015,456 
 
Net long-lived assets by geographic area are presented in the table below (in thousands):
 
 
 
Year Ended December 31,
 
 
 
2024
   
2023
 
United States
 $
767,693   $
599,974 
Mexico
  
47,652    
46,999 
Colombia
  
1,024    
1,324 
Total
 $
816,369   $
648,297 
 
(19)
Subsequent Events
On February 6, 2025, our Board of Directors declared the regular quarterly cash dividend of $0.105 per share of common stock, payable to 
shareholders of record at the close of business on March 3, 2025 and is expected to be paid on April 1, 2025. Declaration of future cash dividends is 
subject to final determination by the Board each quarter after its review of our financial condition, results of operations, capital requirements, any 
legal or contractual restrictions on the payment of dividends and other factors the Board of Directors deems relevant.
On February 27, 2025, the Company closed on the purchase of a terminal in Memphis, TN. The purchase price was $30.0 million. The Company 
used funds borrowed under its existing line of credit to fund the balance at closing.

 
66
ITEM 9:	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURES
None.
ITEM 9A:	
CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures 
We maintain disclosure controls and procedures designed to ensure that information required to be disclosed in reports filed under the Securities Exchange 
Act of 1934, as amended (the “Exchange Act”) is recorded, processed, summarized and reported within the specified time periods and accumulated and
communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions 
regarding required disclosure. An evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the 
period covered by this Annual Report was made under the supervision and with the participation of our management, including our principal executive 
officer and principal financial officer.
Based upon this evaluation, our principal executive officer and principal financial officer have concluded that, as of December 31, 2024, our disclosure 
controls and procedures were not effective as of such date due to a material weakness in internal control over financial reporting, as described below. 
However, after giving full consideration to the material weakness described below, and the additional analyses and other procedures we performed to 
ensure that our consolidated financial statements included in this Annual Report on Form 10-K were prepared in accordance with U.S. GAAP, our 
management has concluded that our consolidated financial statements present fairly, in all material respects, our financial position, results of operations and 
cash flows for the periods disclosed in conformity with U.S. GAAP.
Inherent Limitations over Internal Controls 
Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation 
of financial statements for external purposes in accordance with U.S. generally accepted accounting principles (“GAAP”). Our internal control over 
financial reporting includes those policies and procedures that:
(i)
pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the Company’s 
assets;
(ii)
provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with 
GAAP, and that the Company’s receipts and expenditures are being made only in accordance with authorizations of the Company’s 
management and directors; and
(iii)
provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets 
that could have a material effect on the financial statements.
Management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our internal controls will prevent or detect all errors 
and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the objectives of the 
control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be
considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of internal controls can provide absolute 
assurance that all control issues and instances of fraud, if any, have been detected. Also, any evaluation of the effectiveness of controls in future periods are 
subject to the risk that those internal controls may become inadequate because of changes in business conditions, or that the degree of compliance with the 
policies or procedures may deteriorate.
Report of Management on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the 
Exchange Act). Management conducted an assessment of the effectiveness of our internal control over financial reporting based on the criteria set forth in 
Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission, which is commonly referred 
to as the 2013 framework.
Based on our assessment, management has concluded that, as of December 31, 2024, our internal control over financial reporting was ineffective, due to 
the material weakness described below. 
A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility 
that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. 

 
67
In connection with the audit of our consolidated financial statements for the year ended December 31, 2024, we identified a material weakness resulting 
from errors in our financial statement preparation and the accounting for non-routine transactions that created changes within our business. The primary 
cause of the errors was the need for additional technical accounting resources to allow us to accurately record and properly present our financial statements 
and related disclosures.
The effectiveness of our internal control over financial reporting has been audited by Grant Thornton LLP, an independent registered public accounting 
firm, as stated in its report included herein. This report contains an adverse opinion on the effectiveness of our internal control over financial reporting. 
The scope of management’s assessment as of December 31, 2024 did not include an assessment of the internal controls over financial reporting during 
2024 for Parsec, LLC, OB Leasing, LLC, or Parsec Intermodal of Canada Ltd. (collectively “Parsec”), which were acquired during 2024. Management has 
excluded from its assessment of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2024 Parsec’s internal 
control over financial reporting associated with total assets of 11.8% and total revenues of 3.2% of the related consolidated financial statement amounts as 
of and for the year ended December 31, 2024.
Remediation and Plans for Remediation of Material Weakness
We are committed to maintaining a strong internal control environment and implementing measures designed to help ensure that control deficiencies 
contributing to the material weakness are remediated as soon as possible. Management is currently in the process of planning for and implementing 
remediation efforts to address the identified material weakness. We plan on remediating our material weakness by enhancing our internal staff of 
accounting and financial reporting employees with employees that have the requisite technical accounting knowledge. We also plan to expand our use of 
external consulting firms to provide advisory support for technical accounting guidance. We further intend to design and implement controls to formalize 
review procedures around the financial close process with appropriate segregation of duties.
Management believes the steps outlined above will resolve the material weakness identified. We will continue to monitor and improve our internal controls 
over financial reporting. We may take additional steps or modify our plans for remediation to provide for reasonable assurance that we effectively maintain 
internal controls over financial reporting. We will consider the material weakness remediated after the applicable controls operate for a sufficient period of 
time, and management has concluded, through testing, that the controls are operating effectively.
Changes in Internal Controls
There were no changes in our internal control over financial reporting during the fourth quarter of 2024, which were identified in connection with 
management’s evaluation required by paragraph (d) of Rules 13a-15 and 15d-15 under the Exchange Act, that have materially affected, or are reasonably 
likely to materially affect, our internal control over financial reporting.

 
68
Report of Independent Registered Public Accounting Firm 
Board of Directors and Shareholders
Universal Logistics Holdings, Inc.
Opinion on Internal Control over Financial Reporting
We have audited the internal control over financial reporting of Universal Logistics Holdings, Inc. (a Michigan corporation) and subsidiaries (the 
“Company”) as of December 31, 2024, based on criteria established in the 2013 Internal Control—Integrated Framework issued by the Committee of 
Sponsoring Organizations of the Treadway Commission (“COSO”). In our opinion, because of the effect of the material weakness described in the 
following paragraphs on the achievement of the objectives of the control criteria, the Company has not maintained effective internal control over financial 
reporting as of December 31, 2024, based on criteria established in the 2013 Internal Control—Integrated Framework issued by COSO. 
A material weakness is a deficiency, or combination of control deficiencies, in internal control over financial reporting, such that there is a reasonable 
possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis. The 
following material weakness has been identified and included in management’s assessment.
Management identified a material weakness resulting from errors in the financial statement preparation and the accounting for non-routine transactions that 
created changes within the Company’s business.  The primary driver of the errors was the need for additional technical accounting resources to allow the 
Company to accurately record and properly present their financial statements and related disclosures. 
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated 
financial statements of the Company as of and for the year ended December 31, 2024. The material weakness identified above was considered in 
determining the nature, timing, and extent of audit tests applied in our audit of the 2024 consolidated financial statements, and this report does not affect 
our report dated March 17, 2025 which expressed an unqualified opinion on those financial statements. 
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of 
internal control over financial reporting, included in the accompanying Report of Management on Internal Control Over Financial Reporting 
(“Management’s Report”). Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We 
are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. 
federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable 
assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an 
understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating 
effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We 
believe that our audit provides a reasonable basis for our opinion.
Our audit of, and opinion on, the Company’s internal control over financial reporting does not include the internal control over financial reporting of 
Parsec, LLC, OB Leasing, LLC, or Parsec Intermodal of Canada Ltd. (collectively “Parsec”), a wholly-owned subsidiary, whose financial statements 
reflect total assets and revenues constituting 11.8 and 3.2 percent, respectively, of the related consolidated financial statement amounts as of and for the 
year ended December 31, 2024.  As indicated in Management’s Report, Parsec was acquired during 2024.  Management’s assertion on the effectiveness of 
the Company’s internal control over financial reporting excluded internal control over financial reporting of Parsec.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting 
and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control 
over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly 
reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit 
preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are 
being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding 
prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial 
statements.

 
69
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of 
effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of 
compliance with the policies or procedures may deteriorate.
/s/ GRANT THORNTON LLP
Southfield, Michigan 
March 17, 2025

 
70
ITEM 9B:	
OTHER INFORMATION
Trading Arrangements
None of the Company’s directors or officers adopted, modified or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement 
during the Company’s fiscal quarter ended December 31, 2024, as such terms are defined under Item 408(a) of Regulation S-K.
 
ITEM 9C:   DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
None.

 
71
PART III
ITEM 10:	
DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE
The information required by this Item, with the exception of the Code of Business Conduct and Ethics (“Code of Business Conduct”) discussed below, is 
incorporated herein by reference to the definitive proxy statement to be filed with the SEC within 120 days after December 31, 2024, in connection with the 
solicitation of proxies for the Company’s 2025 Annual Meeting of Shareholders (the “2025 Proxy Statement”) and is incorporated herein by reference. 
We adopted our Code of Business Conduct that applies to our principal executive officer, principal financial officer, principal accounting officer and all 
other officers, employee associates, and directors. The Code of Business Conduct is available on our website, www.universallogistics.com in the “Investor 
Relations” section. We will provide a hard copy of the Code of Business Conduct, free of charge, to any shareholder who requests it in writing from our 
Secretary. We will post on our website any amendment to, or waiver from, any provision of our Code of Business Conduct that applies to our Chief 
Executive Officer, Chief Financial Officer or Chief Accounting Officer (if any) within four business days of any such event.
ITEM 11:	
EXECUTIVE COMPENSATION
The information required by this Item will be included in the 2025 Proxy Statement, and is incorporated herein by reference.
ITEM 12:	
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER 
MATTERS
The information required by this Item will be included in the 2025 Proxy Statement, and is incorporated herein by reference.
The following table presents information about equity plans under which equity securities of the Company are authorized for issuance at December 31, 
2024:
 
Plan Category
 
Number of securities
to be issued upon
exercise of
outstanding options, 
warrants and rights
   
Weighted average 
exercise price of 
outstanding 
options, warrants 
and rights
 
 
Number of 
securities 
remaining 
available for 
future issuance
 
Equity compensation plans approved by security holders
   
85,538    $
—  (1)  
748,455 
Equity compensation plans not approved by security holders
   
—    $
—   
 
— 
Total
   
85,538    $
—  (1)  
748,455 
 
(1) Reflects shares to be issued under restricted stock bonus awards, which do not have an exercise price. As of December 31, 2024, the Company has no 
outstanding options, warrants or rights that require payment of an exercise price.
 
The remaining information required by this Item will be included in the 2025 Proxy Statement and is incorporated herein by reference.
ITEM 13:	
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
The information required by this Item will be included in the 2025 Proxy Statement, and is incorporated herein by reference.
ITEM 14:	
PRINCIPAL ACCOUNTING FEES AND SERVICES
The information required by this Item will be included in the 2025 Proxy Statement, and is incorporated herein by reference.

 
72
PART IV
ITEM 15:	
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(1)
Financial Statements
 
 
Page
Report of Independent Registered Public Accounting Firm (PCAOB ID 248)
 
34
Consolidated Balance Sheets
 
36
Consolidated Statements of Income
 
37
Consolidated Statements of Comprehensive Income
 
38
Consolidated Statements of Cash Flows
 
39
Consolidated Statements of Shareholders’ Equity
 
41
Notes to Consolidated Financial Statements
 
42
 
(2)
Financial Statement Schedules
Financial statement schedules have been omitted since they are either not required, not applicable, or the information is otherwise included elsewhere in 
this Form 10-K.
(3)
Exhibits
 
Exhibit
No.
 
Description
 
 
 
    2.1
  Equity Purchase Agreement dated September 30, 2024 (incorporated by reference to Exhibit 2.1 to the Registrant’s Current Report on 
Form 8-K filed on October 1, 2024)
 
 
 
    3.1
  Amended and Restated Articles of Incorporation (incorporated by reference to Exhibit 3.1 to the Registrant’s Registration Statement on 
Form S-1 filed on November 15, 2004)
 
 
 
    3.2
 Amendment to Restated Articles of Incorporation (incorporated by reference to Exhibit 3(i)-1  and 3(i)-2  to the Registrant’s Current 
Report on Form 8-K filed on November 1, 2012)
 
 
 
    3.3
 Certificate of Amendment to Restated Articles of Incorporation (incorporated by reference to Exhibit 3.1 to the Registrant’s Current 
Report on Form 8-K filed on May 2, 2016)
 
 
 
    3.4
 Sixth Amended and Restated Bylaws, effective February 14, 2024 (incorporated by reference to Exhibit 3.1 to the Registrant’s Current 
Report on Form 8-K filed on February 15, 2024)
 
 
 
    4.1
 Specimen Common Share Certificate (incorporated by reference to Exhibit 4.2 to the Registrant’s Registration Statement on Form S-1 
filed on November 15, 2004)
 
 
 
    4.2*
 Description of Capital Stock of the Registrant
 
 
 
    4.3
 Second Amended and Restated Registration Rights Agreement dated July 28, 2021 among the Registrant and the Moroun Family 
Holders (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed July 29, 2021)
 
 
 
    4.4
  Joinder Agreement to Registration Rights Agreement dated August 1, 2023, among Registrant and the Swiftsure Trust (incorporated by 
reference to Exhibit 4.1 to the Registrant’s Report on Form 8-K filed August 3, 2023)
 
 
 
  10.1
 Service Level Agreement between the Registrant and Data System Services, LLC (incorporated by reference to Exhibit 10.7 to the 
Registrant’s Annual Report on Form 10-K filed on March 16, 2015)
 
 
 
  10.2+
 2014 Amended and Restated Stock Option and Incentive Plan (incorporated by reference to Appendix A to the Registrant’s Schedule 
14A filed on April 29, 2014)
 
 
 
  10.3+
 Form of Restricted Stock Bonus Award Agreement under the 2014 Amended and Restated Stock Option and Incentive Plan 
(incorporated by reference to Exhibit B of Appendix A to the Registrant’s Schedule 14A filed on April 29, 2014)
 
 
 
  10.4
 
Credit Agreement dated as of April 29, 2022 among UTSI Finance, Inc., UTS Realty, LLC, the lenders party thereto, and Fifth Third 
Bank, N.A., as agent for the lenders (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed May 
2, 2022)
 
 
 

 
73
Exhibit
No.
 
Description
  10.5
 Confirmation of Transaction, dated April 29, 2022, between Fifth Third Bank, N.A. and UTSI Finance, Inc. (incorporated by reference 
to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed May 2, 2022)
 
 
 
  10.6
 
Second Amendment Agreement dated April 5, 2024 among Universal Management Services, Inc., certain of its affiliates identified 
therein as Borrowers, KeyBank National Association, and the Lenders party thereto (incorporated by reference to Exhibit 10.1 to the 
Registrant’s Current Report on Form 8-K filed on April 9, 2024)
 
 
 
  10.7
  Credit and Security Agreement dated September 30, 2022 among UACL Logistics Holdings, LLC, certain of its affiliates identified 
therein as Borrowers, KeyBank National Association, and the Lenders party thereto (incorporated by reference to Exhibit 10.2 to the 
Registrant’s Current Report on Form 8-K filed October 3, 2022
 
 
 
  10.8+
 Employment Agreement between the Registrant and Tim Phillips (incorporated by reference to Exhibit 10.1 to the Registrant’s Current 
Report on Form 8-K filed on January 14, 2020)
 
 
 
  10.9
 
Form of Indemnification Agreement between the Registrant and each of its directors and executive officers with reporting obligations 
under Section 16 of the Securities Exchange Act of 1934 (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on 
Form 8-K filed July 27, 2023)
 
 
 
  10.10
  Composite Sublease Agreement dated August 12, 2024 between Universal Development of Tennessee, LLC and Ford Motor Company 
(incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed on August 13, 2024)
 
 
 
  10.11
  Limited Indemnity Agreement dated August 12, 2024 between Universal Logistics Holdings, Inc. and Ford Motor Company 
(incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed on August 13, 2024)
 
 
 
  19.1*
  Securities Trading Policy
 
 
 
  21.1*
 Subsidiaries of the Registrant
 
 
 
  23.1*
 Consent of Grant Thornton LLP, independent registered public accounting firm
 
 
 
  24*
 Powers of Attorney (see signature page)
 
 
 
  31.1*
 Chief Executive Officer certification, as adopted pursuant to section 302 of the Sarbanes-Oxley Act of 2002
 
 
 
  31.2*
 Chief Financial Officer certification, as adopted pursuant to section 302 of the Sarbanes-Oxley Act of 2002
 
 
 
  32.1**
 Chief Executive Officer and Chief Financial Officer certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to section 906 
of the Sarbanes-Oxley Act of 2002
 
 
 
  97.1*
  Clawback Policy
 
 
 
101.INS*
 Inline XBRL Instance Document
 
 
 
101.SCH*
 Inline XBRL Taxonomy Extension Schema with Embedded Linkbase Documents
 
 
 
104
  The cover page from the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, has been formatted in Inline 
XBRL.
 
+ Indicates a management contract, compensatory plan or arrangement.
* Filed herewith.
** Furnished herewith.
ITEM 16:	
FORM 10-K SUMMARY
None.

 
74
 
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 on Form 10-K to be
signed on its behalf by the undersigned, thereunto duly authorized.
 
 
Universal Logistics Holdings, Inc.
 
 
(Registrant)
 
 
By:   /s/ Jude Beres
 
 
  Jude Beres, Chief Financial Officer
 
 
   
 
 
  Date: March 17, 2025
 
POWER OF ATTORNEY
Know all persons by these presents, that each person whose signature appears below constitutes and appoints Tim Phillips and Jude Beres, jointly and 
severally, his attorneys-in-fact, each with the power of substitution, for him in any and all capacities, to sign any amendments to this Form 10-K, and to file 
the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and 
confirming all that each of said attorneys-in-fact, or his substitutes, may do or cause to be done by virtue hereof.
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 
and in the capacities and on the dates indicated.
 
Signatures
 
Title
 
Date
 
 
 
 
 
 
/s/ Tim Phillips
  Chief Executive Officer 
  March 17, 2025
Tim Phillips
  (Principal Executive Officer)
   
 
/s/ Jude Beres
  Chief Financial Officer and Treasurer
  March 17, 2025
Jude Beres
  (Principal Financial and Accounting Officer)
   
 
/s/ Matthew T. Moroun
  Chairman of the Board
  March 17, 2025
Matthew T. Moroun
   
   
 
/s/ Matthew J. Moroun
  Director
  March 17, 2025
Matthew J. Moroun
   
   
 
/s/ Grant Belanger
  Director
  March 17, 2025
Grant Belanger
   
   
 
/s/ Frederick P. Calderone
  Director
  March 17, 2025
Frederick P. Calderone
   
   
 
/s/ Daniel J. Deane
  Director
  March 17, 2025
Daniel J. Deane
   
   
 
/s/ Clarence W. Gooden
  Director
  March 17, 2025
Clarence W. Gooden
   
   
 
/s/ Marcus D. Hudson
  Director
  March 17, 2025
Marcus D. Hudson
   
   
 
/s/ Michael A. Regan
  Director
  March 17, 2025
Michael A. Regan
   
   
 
/s/ Richard P. Urban
  Director
  March 17, 2025
Richard P. Urban
   
   
 
/s/ H.E. “Scott” Wolfe
  Director
  March 17, 2025
H. E. “Scott” Wolfe
   
   
 

Exhibit 4.2
 
DESCRIPTION OF CAPITAL STOCK
 
The following is a summary of the material terms of the capital stock of Universal Logistics Holdings, Inc. (the “Company”) and the provisions of 
the Company’s Amended and Restated Articles of Incorporation, as amended (the “Articles”), and Sixth Amended and Restated Bylaws (“Bylaws”). It also 
summarizes relevant provisions of the Michigan Business Corporation Act, which we refer to as Michigan law, or the “MBCA.” Since the terms of our 
Articles, Bylaws, and Michigan law are more detailed than the general information provided below, we urge you to read the actual provisions of those 
documents and Michigan law. The following summary of our capital stock is subject in all respects to Michigan law, our Articles, and our Bylaws. If you 
would like to read our Articles or Bylaws, these documents are on file with the Securities and Exchange Commission.
 
General
 
The authorized capital stock of the Company consists of 100,000,000 shares of common stock, no par value, and 5,000,000 shares of preferred 
stock, no par value. As of December 31, 2024, there were 26,319,754 shares of our common stock issued and 26,317,326 shares of our common stock 
outstanding, and no shares of our preferred stock were issued and outstanding. Our common stock is listed on the NASDAQ Stock Market.
 
Common Stock
 
All of the outstanding shares of our common stock are fully paid and non-assessable.
Voting Rights. Each holder of our common stock is entitled to cast one vote for each share held of record on all matters submitted to a vote of
shareholders, including the election of directors. Holders of our common stock have no cumulative voting rights.
Dividends. Holders of our common stock are entitled to receive dividends or other distributions declared by the board of directors. The right of the
board of directors to declare dividends is subject to the right of any holders of our preferred stock and the availability under Michigan law of sufficient 
funds to pay dividends.
Liquidation Rights. If the Company is dissolved, our common shareholders will share ratably in the distribution of all assets that remain after we pay 
all of our liabilities and satisfy our obligations to the holders of any of our preferred stock.
Preemptive and Other Rights. Holders of our common stock have no preemptive rights to purchase or subscribe for any stock or other securities of 
the Company, and there are no conversion rights or redemption or sinking fund provisions with respect to our common stock.
Transfer Agent. The transfer agent and registrar for our common stock is Computershare Trust Company, N.A.
 
Preferred Stock
 
The board of directors is authorized to issue shares of our preferred stock at any time, without shareholder approval. It has the authority to determine 
all aspects of those shares, including the following:
 
 
•
 the designation and number of shares;
 
 
•
 the dividend rate and preferences, if any, which dividends on that series of preferred stock will have compared to any other class or series of 
our capital stock;
 
 
•
 the voting rights, if any;
 
 
•
 the conversion or exchange privileges, if any, applicable to that series;
 
 
•
 the redemption price or prices and the other terms of redemption, if any, applicable to that series; and
 
 
•
 any purchase, retirement or sinking fund provisions applicable to that series.
 

 
 
Any of these terms could have an adverse effect on the availability of earnings for distribution to the holders of our common stock or for other 
corporate purposes. We have no agreements or understandings for the issuance of any shares of preferred stock.
 
Provisions That May Discourage Takeovers
 
Michigan law and our Bylaws contain provisions that may have the effect of discouraging transactions involving an actual or threatened change of
control. These provisions could protect the continuity of our directors and management and possibly deprive shareholders of an opportunity to sell their 
shares of common stock at prices higher than the prevailing market prices. The following description is subject in its entirety to applicable Michigan law 
and our Articles and Bylaws.
Ownership of Controlling Shares by the Moroun Family. As of March 7, 2025, certain members of the Moroun family, together with trusts 
established for the benefit of Moroun family members beneficially own 19,486,310 shares, or 74.04%, of our outstanding common stock. Our Chairman, 
Matthew T. Moroun is trustee of these trusts with investment authority over the shares, and Frederick P. Calderone, a member of our Board of Directors, is 
special trustee of these trusts with voting authority over the shares. Matthew J. Moroun, who is the son of Matthew T. Moroun, is also a member of our 
Board of Directors. Beneficial ownership of and voting control over this block of shares by the Moroun family trusts could render it more difficult or 
discourage an attempt to obtain control of the Company by means of a merger, tender offer, proxy contest or otherwise and possibly deprive other 
shareholders of an opportunity to sell their shares at prices higher than the prevailing market prices.
 
Availability of Authorized but Unissued Shares. All of our preferred stock and a substantial amount of our common stock are authorized but 
unissued and not reserved for any particular purpose. Our Board of Directors may issue shares of authorized common or preferred stock without 
shareholder approval. If our Board of Directors decides to issue shares to persons friendly to current management, this could render more difficult or 
discourage an attempt to obtain control of the Company by means of a merger, tender offer, proxy contest or otherwise. Authorized but unissued shares 
also could be used to dilute the stock ownership of persons seeking to obtain control of the Company, including dilution through a shareholder rights plan 
of the type commonly known as a “poison pill,” which the Board of Directors could adopt without a shareholder vote.
Issuance of Preferred Stock. In addition, our Board of Directors could issue preferred shares having voting rights that adversely affect the voting 
power of our common shareholders, which could have the effect of delaying, deferring or impeding a change in control of the Company.
No Cumulative Voting. Under Michigan law, shareholders do not have cumulative voting rights for the election of directors unless the Articles so 
provide. Our Articles do not provide for cumulative voting.
Requirements for Advance Notification of Shareholder Nominations. Our Bylaws establish advance notice procedures with respect to shareholder 
proposals and the nomination of candidates for election as directors, other than nominations made by or at the direction of our Board of Directors or a 
committee of our Board of Directors.
Limitation on Calling Special Meetings of Shareholders. Michigan law allows the board of directors or officers, directors or shareholders authorized 
in the corporation’s bylaws to call special meetings of shareholders. Our Bylaws provide that a special meeting may be called by our Board of Directors, 
the Chairman of the Board or the Chief Executive Officer and shall be called by the Chief Executive Officer or Secretary at the request of shareholders 
holding a majority of the shares of stock entitled to vote at the proposed special meeting. Business to be transacted at a special meeting is limited by our 
Bylaws to the purpose or purposes stated in the notice of the meeting.
Action by Shareholders Without a Meeting. Our Articles and Bylaws provide that any action required or permitted to be taken at a meeting of 
shareholders may be taken without a meeting, without notice, and without a vote if a written consent setting forth the action is signed by the holders of 
outstanding shares having not less than the minimum number of votes that would be necessary to authorize or take the action at a meeting at which all 
shares entitled to vote were present and voted. We must give prompt notice of corporate action taken without a meeting by less than unanimous written 
consent to shareholders who would have been entitled to the shareholder meeting notice if the action had been taken at a meeting and have not consented in 
writing.
 

 
 
Business Combinations
 
We are subject to Chapter 7A of the MBCA, which provides that a business combination subject to Chapter 7A between a covered Michigan 
corporation or any of its subsidiaries and a beneficial owner of shares entitled to 10% or more of the voting power of such corporation generally require the 
affirmative vote of 90% of the votes of each class of stock entitled to vote, and not less than 2/3 of each class of stock entitled to vote (excluding voting 
shares owned by such 10% owner), voting as a separate class. Such requirements do not apply if (1) the corporation’s board of directors approves the 
transaction prior to the time the 10% owner becomes such or (2) the transaction satisfies certain fairness standards; certain other conditions are met, and the 
10% owner has been such for at least five years. Chapter 7A business combinations include, among other transactions, mergers, significant asset transfers, 
certain disproportionate issuances of shares to an interested shareholder, certain reclassifications and recapitalizations disproportionately favorable to such 
shareholder, and the adoption of a plan of liquidation or dissolution in which such a shareholder would receive anything other than cash. Chapter 7A does 
not cover business combinations effected by purchase of shares from other shareholders in the open market or acquired through a tender offer.
Choice of Forum
 
Our Bylaws, to the fullest extent permitted by law, provide that the Circuit Court of the County of Macomb in the State of Michigan or the United 
States District Court for the Eastern District of Michigan, Southern Division, are the sole and exclusive forums for (i) any derivative action or proceeding 
brought on behalf of the Company, (ii) any action asserting a claim of breach of a fiduciary duty owed to the Company or the Company’s shareholders by 
any of the Company’s directors, officers, employees or agents, (iii) any action asserting a claim against the Company arising under the MBCA, our Articles 
or our Bylaws or (iv) any action asserting a claim against the Company that is governed by the internal affairs doctrine. We may consent in writing to 
alternative forums. 
 

Exhibit 19.1
 
 
 
SECURITIES TRADING POLICY
I.  Purpose
The purpose of this policy is to describe the standards governing the handling of non-public information of Universal Logistics Holdings, Inc. 
and its subsidiaries (collectively, the “Company”) and the buying and selling of the Company’s securities.  
II.  Scope
The general prohibitions of this Policy apply to all directors, officers and employees of the Company. The restrictions set forth in Part V 
(blackout periods) and Part VI (pre-clearance) apply only to directors, executive officers,1 and certain designated officers and employees. If 
you are unsure whether you are subject to the restrictions set forth in Parts V or VI, please contact the Company’s Secretary. The same 
restrictions described in this Policy also apply to your spouse, minor children, and anyone else living in your household; partnerships in 
which you are a general partner; trusts of which you are a trustee; estates of which you are an executor; and investment funds or other similar 
vehicles with which you are affiliated (collectively, “Related Parties”). You are responsible for compliance with this Policy by your Related 
Parties. For purposes of this Policy, references to “trading” or to “transactions in securities of the Company” include purchases or sales of 
Company stock, puts and calls, derivative securities based on securities of the Company, gifts of Company securities, loans of Company 
securities, hedging transactions involving or referencing Company securities, contributions of Company securities to a trust, and trades in 
Company stock made under an employee benefit plan, such as a 401(k) plan. Any violation of this securities trading policy (this “Policy”) 
may result in immediate dismissal and may subject the individual involved to both civil and criminal penalties. This is an extremely 
important matter, and we urge you to read the following with care.
III.  Policy Statement
If you possess material nonpublic information relating to the Company, neither you nor any Related Party may do any of the following:
•
effect transactions in securities of the Company (other than pursuant to a pre-arranged trading plan that complies with Rule 10b5-1 
under the Securities Exchange Act of 1934, as amended as described in Part VII below) or engage in any other action that take 
advantage of that information;
•
disclose that information to any person outside the Company, except as permitted under applicable Company policies and 
procedures;
•
suggest or otherwise recommend that any person effect a transaction in securities of the Company or engage in any other action that 
takes advantage of that information; or
•
assist anyone engaged in any of the foregoing activities.
1 Executive officers for purposes of this Policy are the Company’s officers who are identified in its public filings or otherwise subject to Section 16(b) of the Securities Exchange Act of 1934.

 
2
This Policy will continue to apply after termination of employment to the extent that you are in possession of material nonpublic information 
at the time of termination. In such an event, no transaction in securities of the Company may take place until the information becomes public 
or ceases to be material. This Policy also applies to information, obtained in the course of employment with, or by serving as a director of, 
the Company, that relates to any other company, including our affiliates, customers, vendors, and any entity with which we may be 
negotiating a major transaction. Neither you nor a Related Party may engage in transactions in the other company’s securities while in 
possession of material nonpublic information concerning that company that was obtained in the course of employment with Universal. 
Material Information. “Material information” is any information that a reasonable investor would consider important in a decision to effect a 
transaction in securities of the Company. In short, any information that could reasonably affect the price of such securities. Either positive or 
negative information may be material. Common examples of information that will frequently be regarded as material are:
•
projections of future earnings or losses, or other guidance concerning earnings;
•
the fact that earnings are inconsistent with consensus expectations;
•
a pending or proposed merger, joint venture, acquisition or tender offer; 
•
a significant sale of assets or the disposition of a subsidiary or business unit; 
•
changes in dividend policies or the declaration of a stock split or the offering of additional securities;
•
changes in senior management or other key employees;
•
significant legal or regulatory exposure due to a pending or threatened lawsuit or investigation;
•
a material cyber incident that has not been disclosed;
•
changes in legislation affecting our business; and
•
the gain or loss of a substantial customer, client or supplier.
Tipping Information to Others. Whether the information consists of proprietary information about the Company or other information that 
could have an impact on the price of the Company’s securities, you must not pass the information on to others. Penalties will apply whether 
or not you derive, or even intend to derive, any profit or other benefit from another’s actions. 
When Information is Public. You may not trade on the basis of material information until it has been broadly disclosed (such as through a 
press release or a filing with the Securities and Exchange Commission) and the public has had time to learn of the information. As a general 
rule, you should wait until the end of the second full business day after the information is released. Thus, if information is released before the 
market opens on a Tuesday, you should not trade until Thursday.
Transactions under Company Plans. This Policy applies to the following elections under a 401(k) plan (if the Company should make 
Company securities an investment alternative under its 401(k) plans):
•
Increasing or decreasing periodic contributions allocated to the purchase of Company securities; 
•
intra-plan transfers of an existing balance in or out of Company securities;
•
borrowing money against the account if the loan results in the liquidation of any portion of Company securities; and
•
pre-paying a loan if the pre-payment results in allocation of the proceeds to Company securities.  

 
3
Confidentiality Obligations. The restrictions set forth in this Policy are designed to avoid misuse of material nonpublic information in 
violation of the securities laws. These restrictions are in addition to, and in no way alter, the general obligations that each director, officer and 
employee of the Company has to maintain the confidentiality of all confidential or proprietary information concerning the Company and its 
business, as well as any other confidential information, that may be learned in the course of service or employment with the Company. No 
such information is to be disclosed to any other person in the Company, unless that person has a clear need to know that information, and no 
such information may be disclosed to any third parties, except as required or otherwise contemplated by your function or position. You 
should take precautions to prevent the unauthorized disclosure or other misuse of such information by maintaining files securely, avoiding 
discussions of such information in public and taking extra care when distributing such information electronically.
IV.  Additional Prohibited Transactions
Directors, officers and employees of the Company, and their Related Parties, are also prohibited from engaging in any of the following 
activities with respect to securities of the Company:
•
Purchasing and pledging securities of the Company on margin;
•
engaging in short sales of Company securities;
•
buying or selling puts, calls, options or other derivatives in respect of securities of the Company; or
•
hedging in respect of the securities of the Company.
V.  Blackout Periods
The Company’s announcement of quarterly financial results has the potential to have a material impact on the market for the Company’s 
securities. Therefore, in order to avoid any appearance that its directors, officers, employees, and other insiders are trading while aware of 
material nonpublic information, all directors, executive officers and certain other persons who are or may be expected to be aware of 
quarterly financial results of the Company are subject to quarterly blackouts on trading.
The Company established the following “blackout periods” in relation to the publication of its annual and quarterly results:
•
The period starting two weeks before the end of its fiscal year and ending on and including the second trading day after public 
announcement of the Company’s annual financial results; and
•
the period starting two weeks before the end of each of its fiscal quarters and ending on and including the second trading day after 
public announcement of the Company’s financial results for the quarter.
During these blackout periods, the following persons and their Related Parties are prohibited from effecting transactions in securities of the 
Company:
•
Directors and executive officers;
•
employees in the accounting, finance, and legal departments; and 
•
any other person designated by the Chief Executive Officer or his or her designee.

 
4
You should be aware that the blackout periods described above may be modified by the Company at any time. In addition, the Company may 
from time to time determine that effecting transactions in securities of the Company is inappropriate at a time that is outside the blackout 
periods and, accordingly, may notify you of additional closed periods at any time. For example, a short blackout period may be imposed 
shortly before issuance of interim earnings guidance. Those subject to blackout period requirements will receive notice of any modification 
by the Company of the closed period policy or of any additional prohibition on trading during a non-blackout period. Persons subject to the 
blackout period restrictions who terminate their employment with the Company during a blackout period will remain subject to the 
restrictions until the end of such period. See Part VII below for the principles applicable to transactions under Rule 10b5-1 plans.
VI.  Pre-Clearance of Transactions
All transactions in securities of the Company by the following persons and their Related Parties must be pre-cleared with the Company’s 
Chief Financial Officer or his or her designee:
•
Directors, executive officers, any other officer who has an obligation to file reports under Section 16 of the Exchange Act;
•
employees in the accounting, finance and legal departments; and
•
any other person designated by the Chief Executive Officer or his or her designee. 
Persons subject to these restrictions should contact the Chief Financial Officer or his or her designee at least two business days (or such 
shorter period as the Chief Financial Officer or his or her designee may determine) in advance and may not transact unless given clearance to 
do so, which clearance, if granted, is valid only for five business days following the approval date. Even if such a person has previously 
received pre-clearance, the individual cannot trade in securities of the Company if the person possesses material, non-public information 
affecting the Company. Any person that is made aware of the reason for an event-specific prohibition on trading should in no event disclose 
the reason for the prohibition to third parties and should avoid disclosing the existence of the prohibition, if possible. See Part VII below for 
the principles applicable to transactions under Rule 10b5-1 plans.
VII.  Rule 10b5-1 Plans
The SEC adopted a safe harbor rule, Rule 10b5-1, which provides a defense against insider trading liability for trades that are effected 
pursuant to a pre-arranged trading plan that meets specified conditions. The trading plan must be properly documented and all of the 
procedural conditions of the Rule must be satisfied to avoid liability. 
Rule 10b5-1 plans allow transactions for the account of an insider to occur during blackout periods or while the insider has material 
nonpublic information provided the insider has previously given instructions or other control to effect pre-planned transactions in securities 
of the Company to a third party. The insider must establish the plan at a time when he or she is not in possession of material nonpublic 
information and the insider may not exercise any subsequent influence over how, when or whether to effectuate the transactions. All persons 
entering into a Rule 10b5-1 plan must act in good faith with respect to that plan.
In addition to other specified conditions, a Rule 10b5-1 plan must specify in writing in advance the amount and price of the securities to be 
sold and the date for the sale (or a formula for determining the amount, price and date) or must otherwise not permit the insider to exercise 
any subsequent influence over how, when or whether to effect the sales. 
After adopting a valid Rule 10b5-1 plan, directors and officers must wait until the later of (a) 90 days following plan adoption or 
modification, or (b) two business days following the disclosure in certain periodic reports of the Company’s financial results for the fiscal 
quarter in which the plan was adopted or modified (but not to exceed 120 days following plan adoption or modification), before any trading 
can start under the trading arrangement. Persons other than the Company or directors and officers must wait 30 days before any trading can 
start under the trading arrangement or modification.

 
5
Directors and officers must include a representation in their Rule 10b5-1 plan to certify, at the time of the adoption of a new or modified 
plan, that: (1) they are not aware of material nonpublic information about the Company or its securities; and (2) they are adopting the plan in 
good faith and not as part of a plan or scheme to evade the prohibitions of Rule 10b-5. You may not use multiple overlapping Rule 10b5-1 
plans, and your ability to rely on the affirmative defense for a single-trade plan is limited to one such plan during any consecutive 12-month 
period.
After adopting a valid Rule 10b5-1 plan, the insider will have an affirmative defense that a sale under the plan was not made “on the basis of” 
material nonpublic information. 
The Company will treat the creation, modification, or termination of a Rule 10b5-1 plan as a transaction subject to the blackout period rules 
set forth in this Policy. Transactions effectuated pursuant to a properly established Rule 10b5-1 plan, however, will not be subject to the 
blackout periods of this Policy. The Company will also treat the creation, modification, or termination of a Rule 10b5-1 plan as a transaction 
subject to pre-clearance under this Policy at the time the plan is established, modified, or terminated. Persons subject to the pre-clearance 
policy should coordinate any such plans or arrangements with the Company’s Chief Financial Officer or his or her designee. Even though 
each transaction effected under a Rule 10b5-1 plan does not need to be pre-cleared, it nonetheless must be made in accordance with the 
securities laws and regulations and must be reported on a Form 4 under Section 16 of the Exchange Act.
VIII. Communications with Government Agencies Nothing in this Policy prohibits or restricts any director, officer or employee from 
communicating directly with, filing a charge or complaint with, responding to any inquiry from, providing testimony before, participating in
any investigation or proceeding conducted by, or fully cooperating with the U.S. Securities and Exchange Commission, the Department of 
Justice, any self-regulatory organization or any other regulatory authority.
IX. Assistance 
Any person who has any questions about this Policy or about specific transactions may contact the Company’s Chief Financial Officer or his 
or her designee. The ultimate responsibility for adhering to this Policy and avoiding improper transactions rests with you. In this regard, it is 
imperative that you use your best judgment and to ask before acting if you are uncertain
 
Last Updated: February 14, 2024	

Exhibit 21.1
 
Principal Subsidiaries of Universal Logistics Holdings, Inc.
Name of Subsidiary
 
Jurisdiction of Incorporation/ Organization
Advanced Border Processing Centre, Inc.
 
Canada
Apa Holdings, LLC
 
Illinois
Aquarius Financial, Inc.
 
California
Big Wheels, LLC
 
Nevada
Deco Logistics, Inc. dba Container Connection
 
California
Diversified Contract Services, Inc.
 
 Michigan 
Huber Logistics, LLC
 
Michigan
LGSI Equipment of Indiana, LLC
 
 Indiana 
Linc Logistics, LLC
 
 Michigan 
Logistics Insight Corp.
 
 Michigan 
Logistics Insight Corporation, S. de R.L. de C.V.
 
 Mexico 
Logistics Insight GmbH
 
 Germany 
OB Leasing, LLC
 
Ohio
Parsec, LLC
 
Ohio
Parsec Intermodal of Canada Ltd.
 
Canada
Southern Counties Express, Inc.
 
California
Southwest Transload & Distribution, LLC
 
Nevada
Specialized Rail Service, Inc.
 
Nevada
Tigre Carga Equipos S. de R.L. de C.V.
 
Mexico
UACL Leasing, LLC
 
Indiana
UACL Logistics Canada, Ltd.
 
Canada
UACL Logistics, LLC
 
Delaware
UACL Specialized, LLC
 
Michigan
ULH Properties of California, LLC
 
California
Universal Aggregate, LLC
 
Michigan
Universal Customs Services International, Ltd.
 
Canada
Universal Dedicated of Arlington, TX, LLC
 
Michigan
Universal Dedicated of Detroit, MI, LLC
 
Michigan
Universal Dedicated of Fort Wayne, IN, LLC
 
Michigan
Universal Dedicated of Greer, SC, LLC
 
Michigan
Universal Dedicated of Nebraska & Wisconsin, LLC
 
Michigan
Universal Dedicated of Romulus, MI, LLC
 
Michigan
Universal Dedicated of Smyrna, TN, LLC
 
Michigan
Universal Development of Tennessee, LLC
 
 Tennessee 
Universal Fuel Sales, LLC
 
Michigan
Universal Intermodal Services, Inc.
 
Michigan
Universal Logistics Solutions Canada, Ltd.
 
Canada
Universal Logistics Solutions International, Inc.
 
 Illinois 
Universal LINC de Colombia, SAS
 
Colombia
Universal Management Services, Inc.
 
 Michigan 
Universal Remanufacturing Co., LLC
 
Michigan
UniversCal LLC
 
Nevada
UniversCarolina LLC
 
Nevada
UniversMichigan LLC
 
Nevada
UniversNevada LLC
 
Nevada
UT Holdings LLC
 
Nevada

 
 
UniversTexas LLC
 
Nevada
UT Rent A Car, Inc.
 
 Michigan 
UTS Realty, LLC
 
 Michigan 
UTSI Finance, Inc.
 
 Michigan 
Westport Axle Co., LLC
 
 Kentucky 
Westport Machining, LLC
 
 Michigan 

 
 
Exhibit 23.1
 
Consent of Independent Registered Public Accounting Firm
 
 
We have issued our reports dated March 17, 2025, with respect to the consolidated financial statements and internal control over financial reporting 
included in the Annual Report of Universal Logistics Holdings, Inc. on Form 10-K for the year ended December 31, 2024. We consent to the incorporation 
by reference of said reports in the Registration Statements of Universal Logistics Holdings, Inc. on Forms S-8 (File No. 333-265929 and File No. 333-
280306).
 
/s/ GRANT THORNTON LLP
 
Southfield, Michigan
March 17, 2025

 
 
Exhibit 31.1
CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT
I, Tim Phillips, certify that:
 
1.
I have reviewed this annual report on Form 10-K of Universal Logistics Holdings, Inc.;
 
2.
Based on my knowledge, this 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 
report;
 
3.
Based on my knowledge, the financial statements, and other financial information included in this 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 report;
 
4.
The registrant’s other certifying officer 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)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-
15(f)) for the registrant and 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 report is being prepared;
 
b.
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under 
our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial 
statements for external purposes in accordance with generally accepted accounting principles;
 
c.
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the 
effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
 
d.
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s 
most recent fiscal quarter 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 officer 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:
 
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 control over financial reporting.
 
Date:  March 17, 2025
 
/s/ Tim Phillips
Tim Phillips
Chief Executive Officer
 

 
 
Exhibit 31.2
CERTIFICATION OF THE CHIEF FINANCIAL OFFICER
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT
I, Jude Beres, certify that:
 
1.
I have reviewed this annual report on Form 10-K of Universal Logistics Holdings, Inc.;
 
2.
Based on my knowledge, this 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 
report;
 
3.
Based on my knowledge, the financial statements, and other financial information included in this 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 report;
 
4.
The registrant’s other certifying officer 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)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-
15(f)) for the registrant and 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 report is being prepared;
 
b.
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under 
our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial 
statements for external purposes in accordance with generally accepted accounting principles;
 
c.
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the 
effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
 
d.
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s 
most recent fiscal quarter 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 officer 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:
 
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 control over financial reporting.
 
Date:  March 17, 2025
 
/s/ Jude Beres
Jude Beres 
Chief Financial Officer
 

 
 
Exhibit 32.1
 
CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND
CHIEF FINANCIAL OFFICER
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, or the Report, of Universal Logistics Holdings, Inc., or the Company, on Form 10-K for the year ended December 
31, 2024, as filed with the Securities and Exchange Commission on the date hereof, each of the undersigned, Tim Phillips, as Chief Executive Officer of 
the Company, and Jude Beres, as Chief Financial Officer of the Company, certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 
of the Sarbanes-Oxley Act of 2002, to the best of his knowledge, respectively, that (1) the Report fully complies with the requirements of Section 13(a) or 
15(d) of the Securities Exchange Act of 1934, as amended, and (2) the information contained in the Report fairly presents, in all material respects, the 
financial condition and results of operations of the Company.
 
Date: March 17, 2025
 
/s/ Tim Phillips  
Tim Phillips
Chief Executive Officer
 
/s/ Jude Beres 
Jude Beres 
Chief Financial Officer
 
The foregoing certification is being furnished solely pursuant to 18 U.S.C. Section 1350 and is not being filed as part of the Report or as a separate 
disclosure document.
 

 
Exhibit 97.1
 
1
 
 
CLAWBACK POLICY
 
Adopted October 25, 2023
 
I.
PURPOSE
In accordance with the applicable rules of the Nasdaq Stock Market (“NASDAQ”) Section 10D of the Securities Exchange Act of 1934, as 
amended (the “Exchange Act”), and Rule 10D-1 promulgated thereunder, the Board of Directors (the “Board”) of Universal Logistics Holdings, 
Inc. (the “Company”) adopts this Clawback Policy (the “Policy”) to provide for the recovery of erroneously awarded incentive-based 
compensation from executive officers in the event of an accounting restatement resulting from material noncompliance with financial reporting 
requirements under the securities laws.   
 
II.
ADMINISTRATION 
This Policy shall be administered by the Board or, if so designated by the Board, the independent directors of the Board, in which case references 
in this Policy to the Board shall be deemed references to such independent directors. Any determinations made by the Board shall be final and 
binding on all Covered Executives (as defined below).  
 
III.
COVERED EXECUTIVES
This Policy applies to all current and former officers of the Company who are or were subject to reporting requirements under Section 16 of the 
Exchange Act (collectively, “Covered Executives”). Covered Executives shall include, without limitation, all officers identified as executive 
officers in the Company’s annual proxy statement pursuant to Item 401(b) of Regulation S-K.
 
IV.
RECOVERY; ACCOUNTING RESTATEMENT
In the event the Company is required to prepare an accounting restatement of its financial statements due to the Company’s material 
noncompliance with any financial reporting requirement under the securities laws, the Board will recover reasonably promptly any excess 
Clawback-Eligible Incentive Compensation (defined below). For purposes of this Policy, “accounting restatement” includes any required 
accounting restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements, 
or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period.
 
V.
CLAWBACK-ELIGIBLE INCENTIVE COMPENSATION
For purposes of this Policy, “Incentive Compensation” means any compensation granted, earned, or vested based wholly or in part on the 
attainment of a financial reporting measure.
 
Financial reporting measures are measures that are determined and presented in accordance with the accounting principles used in preparing the 
Company’s financial statements, and any measures derived wholly or in part from such measures. For purposes of this Policy, stock price and 
total shareholder return are deemed financial reporting measures. 
 
“Clawback-Eligible Incentive Compensation” means Incentive Compensation received by any Covered Executive: (i) on or after October 2, 
2023; (ii) after beginning service as a Covered Executive; (iii) who served as an Covered Executive at any time during the applicable 
performance period relating to any Incentive Compensation; and (iv) during the three (3) completed fiscal years immediately preceding the date 
on which the Board, a committee of the Board or the officers of the Company authorized to take such action if the Board action is not required, 
concludes the Company is required to prepare an accounting restatement.
 
Incentive Compensation is deemed received in the fiscal period during which the specified financial reporting measure is attained, even if the 
payment, grant or vesting of the Incentive Compensation occurs after the end of that period.

 
2
 
 
VI.
EXCESS INCENTIVE COMPENSATION; AMOUNTS SUBJECT TO RECOVERY
The amount to be recovered with respect to each Covered Executive will be the amount of Clawback-Eligible Incentive Compensation that 
exceeds the amount of Incentive Compensation the Covered Executive otherwise would have received had it been determined based on the 
restated amounts, as determined by the Board and computed without regard to any taxes paid.
 
If the Board cannot determine the amount of excess Clawback-Eligible Incentive Compensation received by the Covered Executive directly from 
the information in the accounting restatement, the Board shall make its determination based on a reasonable estimate of the effect of the 
accounting restatement. The Board shall document its determination of such reasonable estimate and, if necessary, provide such documentation 
to NASDAQ in accordance with applicable requirements of the NASDAQ listing standards. 
 
VII.
METHOD OF RECOVERY
The Board will determine, in its sole discretion, the method for recovering Clawback-Eligible Incentive Compensation hereunder, which may 
include, without limitation:
 
•
Requiring reimbursement of cash Clawback-Eligible Incentive Compensation previously paid;
•
Seeking recovery of any gain realized on the vesting, exercise, settlement, sale, transfer, or other disposition of any equity-based 
awards;
•
Offsetting the recovered amount from any compensation otherwise owed by the Company to the Covered Executive;
•
Cancelling outstanding vested or unvested equity awards; and/or
•
Taking any other remedial and recovery action permitted by law, as determined by the Board.
 
VIII. NO INDEMNIFICATION
The Company shall not indemnify any Covered Executive against the loss of any erroneously awarded Clawback-Eligible Incentive 
Compensation.
 
IX.
INTERPRETATION
The Board is authorized to interpret and construe this Policy and to make all determinations necessary, appropriate, or advisable for the 
administration of this Policy. It is intended that this Policy be interpreted in a manner that is consistent with the requirements of Section 10D of 
the Exchange Act and any applicable rules or standards adopted by the Securities and Exchange Commission (“SEC”) or NASDAQ.
 
X.
EFFECTIVE DATE
This Policy shall be effective as of the date it is adopted by the Board (the “Effective Date”). 
 
XI.
AMENDMENT; TERMINATION
The Board may amend this Policy from time to time in its discretion and shall amend this Policy as it deems necessary to comply with any rules 
or standards adopted by NASDAQ or by the SEC under Section 10D of the Exchange Act. The Board may terminate this Policy at any time.
 

 
3
 
XII.
OTHER RECOVERY RIGHTS 
The Board intends that this Policy will be applied to the fullest extent of the law. The Board may require that any cash bonus plan or award, 
employment agreement, equity incentive plan or award agreement, or similar agreement adopted, made or entered into on or after the Effective 
Date shall, as a condition to the grant of any benefit thereunder, require a Covered Executive to agree to abide by the terms of this Policy.
 
Any right of recovery under this Policy is in addition to, and not in lieu of, any other remedies or rights of recovery that may be available to the 
Company pursuant to the terms of any similar policy or provision in any cash bonus plan or award, employment agreement, equity incentive plan 
or award agreement, or similar agreement and any other legal remedies available to the Company. 
 
XIII. IMPRACTICABILITY 
The Board shall recover any excess Clawback-Eligible Incentive Compensation in accordance with this Policy unless such recovery would be 
impracticable, as determined by the independent directors of the Board in accordance with Rule 10D-1 under the Exchange Act and the 
applicable NASDAQ listing standards.