UNIVERSAL LOGISTICS HOLDINGS, INC. 10-K

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. 22 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. 23 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. 24 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. 25 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. 26 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. 27 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. 28 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. 29 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. 30 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. 31 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 QUALITAT IVE 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. 32 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. 33 ITEM 8: F INANCIAL 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. 34 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 35 UNIVERSAL LOGISTICS HOLDINGS, INC. Consolidated B alance 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. 36 UNIVERSAL LOGISTICS HOLDINGS, INC. Consolidated Stat ements 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. 37 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. 38 UNIVERSAL LOGISTICS HOLDINGS, INC. Consolidated Statem ents 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. 39 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. 40 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 comprehensive 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. 41 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). 42 UNIVERSAL LOGISTICS HOLDINGS, INC. Notes to Consolidated Financial Statements – (Continued) December 31, 2024, 2023 and 2022 (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. 43 UNIVERSAL LOGISTICS HOLDINGS, INC. Notes to Consolidated Financial Statements – (Continued) December 31, 2024, 2023 and 2022 (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 44 UNIVERSAL LOGISTICS HOLDINGS, INC. Notes to Consolidated Financial Statements – (Continued) December 31, 2024, 2023 and 2022 (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. 45 UNIVERSAL LOGISTICS HOLDINGS, INC. Notes to Consolidated Financial Statements – (Continued) December 31, 2024, 2023 and 2022 (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. 46 UNIVERSAL LOGISTICS HOLDINGS, INC. Notes to Consolidated Financial Statements – (Continued) December 31, 2024, 2023 and 2022 (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. 47 UNIVERSAL LOGISTICS HOLDINGS, INC. Notes to Consolidated Financial Statements – (Continued) December 31, 2024, 2023 and 2022 (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. 48 UNIVERSAL LOGISTICS HOLDINGS, INC. Notes to Consolidated Financial Statements – (Continued) December 31, 2024, 2023 and 2022 (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. 49 UNIVERSAL LOGISTICS HOLDINGS, INC. Notes to Consolidated Financial Statements – (Continued) December 31, 2024, 2023 and 2022 (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 50 UNIVERSAL LOGISTICS HOLDINGS, INC. Notes to Consolidated Financial Statements – (Continued) December 31, 2024, 2023 and 2022 (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 no t 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 51 UNIVERSAL LOGISTICS HOLDINGS, INC. Notes to Consolidated Financial Statements – (Continued) December 31, 2024, 2023 and 2022 (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 52 UNIVERSAL LOGISTICS HOLDINGS, INC. Notes to Consolidated Financial Statements – (Continued) December 31, 2024, 2023 and 2022 (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. 53 UNIVERSAL LOGISTICS HOLDINGS, INC. Notes to Consolidated Financial Statements – (Continued) December 31, 2024, 2023 and 2022 (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. 54 UNIVERSAL LOGISTICS HOLDINGS, INC. Notes to Consolidated Financial Statements – (Continued) December 31, 2024, 2023 and 2022 (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. 55 UNIVERSAL LOGISTICS HOLDINGS, INC. Notes to Consolidated Financial Statements – (Continued) December 31, 2024, 2023 and 2022 (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. 56 UNIVERSAL LOGISTICS HOLDINGS, INC. Notes to Consolidated Financial Statements – (Continued) December 31, 2024, 2023 and 2022 (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 57 UNIVERSAL LOGISTICS HOLDINGS, INC. Notes to Consolidated Financial Statements – (Continued) December 31, 2024, 2023 and 2022 (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. 58 UNIVERSAL LOGISTICS HOLDINGS, INC. Notes to Consolidated Financial Statements – (Continued) December 31, 2024, 2023 and 2022 (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. 59 UNIVERSAL LOGISTICS HOLDINGS, INC. Notes to Consolidated Financial Statements – (Continued) December 31, 2024, 2023 and 2022 (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 % 60 UNIVERSAL LOGISTICS HOLDINGS, INC. Notes to Consolidated Financial Statements – (Continued) December 31, 2024, 2023 and 2022 (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. 61 UNIVERSAL LOGISTICS HOLDINGS, INC. Notes to Consolidated Financial Statements – (Continued) December 31, 2024, 2023 and 2022 (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. 62 UNIVERSAL LOGISTICS HOLDINGS, INC. Notes to Consolidated Financial Statements – (Continued) December 31, 2024, 2023 and 2022 (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. 63 UNIVERSAL LOGISTICS HOLDINGS, INC. Notes to Consolidated Financial Statements – (Continued) December 31, 2024, 2023 and 2022 (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. 64 UNIVERSAL LOGISTICS HOLDINGS, INC. Notes to Consolidated Financial Statements – (Continued) December 31, 2024, 2023 and 2022 (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. 65 ITEM 9: CHANGES IN AND DISAGREEMENTS WITH ACCO UNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURES None. ITEM 9A: CONTROL S 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. 66 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. 67 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. 68 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 69 ITEM 9B: OTHE R 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. 70 PART III ITEM 10: DIRECTORS, EXECUTIVE OF FICERS, 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: EXECUTI VE 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 OW NERS 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 ACCOU NTING FEES AND SERVICES The information required by this Item will be included in the 2025 Proxy Statement, and is incorporated herein by reference. 71 PART IV ITEM 15: EXHIBITS AND FINA NCIAL 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) 72 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. 73 SIGNAT URES 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 74