ULH 10-K & 10-Q changes, risk factors and insider trading
Universal Logistics Holdings, Inc. · Nasdaq · Trucking (No Local) · CIK 1308208 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
Risk Factors
New heading “Our business is sensitive to general economic conditions, customer demand cycles, and macroeconomic volatility.”
New heading “We operate in a highly competitive and fragmented industry, which could limit our ability to maintain pricing, margins, or market share.”
New heading “Volatility in diesel fuel prices or disruptions in fuel supply could adversely affect our operating results.”
New heading “Driver and labor availability constraints could limit growth and increase costs.”
New heading “Trade policy changes, tariffs, and geopolitical developments could adversely affect our business.”
New heading “We operate in a highly regulated industry, and changes in laws or regulations could increase costs or limit operations.”
New heading “Independent contractor classification risks could result in significant liabilities.”
New heading “Environmental and climate-related regulations may increase costs or constrain operations.”
New heading “Risks Related to Our Business and Strategy”
New heading “We have restated previously issued financial statements, which may adversely affect investor confidence and expose us to additional risks.”
New heading “We may be required to record additional impairment charges related to goodwill and other long-lived assets, which could materially adversely affect our results of operations.”
New heading “Cybersecurity incidents or technology failures could disrupt operations and harm our business.”
New heading “Our disclosure controls and procedures and internal control over financial reporting may not continue to be effective as our business evolves.”
New heading “Insurance, claims exposure, and “nuclear verdict” trends could materially increase costs.”
New heading “Customer concentration, particularly in the automotive industry, exposes us to demand volatility.”
New heading “Labor disputes involving our employees or our customers could disrupt operations.”
New heading “We may not successfully integrate acquired businesses or realize expected benefits.”
New heading “Natural disasters, severe weather, public health events, terrorism, war, or geopolitical instability could disrupt supply chains, commercial trade routes, or customer demand, adversely affecting our operations and financial results.”
New heading “Risks Related to Our Indebtedness and Liquidity”
New heading “Our substantial indebtedness and the financial covenants in our credit facilities require ongoing monitoring and may limit our financial and operational flexibility.”
New heading “Risks Related to Our Common Stock and Corporate Governance”
New heading “Our controlling stockholders have substantial influence over corporate actions.”
New heading “Because we are a “controlled company” under Nasdaq rules, stockholders may have reduced governance protections.”
New heading “Nevada law and our governing documents provide stockholders with fewer protections than Michigan law.”
New heading “Nevada law and our governing documents may deter change-of-control transactions.”
New heading “Limited trading liquidity and dividend discretion may affect stockholder returns.”
Removed heading “Our business is subject to general economic and business factors that are largely beyond our control, any of which could have a material adverse effect on our operating results.”
Removed heading “We operate in the highly competitive and fragmented transportation and logistics industry, and our business may suffer if we are unable to adequately address factors that may adversely affect our revenue and costs relative to our competitors.”
Removed heading “We may be adversely impacted by fluctuations in the price and availability of diesel fuel.”
Removed heading “Difficulty in attracting drivers could affect our profitability and ability to grow.”
Removed heading “Purchase price increases for new revenue equipment and/or decreases in the value of used revenue equipment could have an adverse effect on our results of operations, cash flows and financial condition.”
Removed heading “We have significant ongoing capital requirements that could affect our liquidity and profitability if we are unable to generate sufficient cash from operations or obtain sufficient financing on favorable terms.”
Removed heading “We operate in a highly regulated industry and increased costs of compliance with, or liability for violation of, existing or future regulations could have a material adverse effect on our business.”
Removed heading “A determination that independent contractors are employees could expose us to various liabilities and additional costs.”
Removed heading “We may incur additional operating expenses or liabilities as a result of potential future requirements to address climate change issues.”
Removed heading “Risks Related to Our Business”
Removed heading “Our revenue is largely dependent on North American automotive industry production volume and may be negatively affected by future downturns in North American automobile production.”
Removed heading “Our business derives a large portion of revenue from a few major customers, and the loss of any one or more of them as customers, or a reduction in their operations, could have a material adverse effect on our business.”
Removed heading “If we are unable to retain our key employees, our business, financial condition, and results of operations could be harmed.”
Removed heading “A significant labor dispute that involves one of our customers or that could otherwise affect our operations could reduce our revenues and harm our profitability.”
Removed heading “Significant increases in labor costs as a result of the renegotiation of our collective bargaining agreements could be harmful to our business and our profitability.”
Removed heading “The conflicts in Ukraine and the Middle East, expansion of such conflicts to other areas or similar conflicts, as well as the rising tensions between China and Taiwan, could adversely impact our business and financial results”
Removed heading “Ongoing insurance and claims expenses could significantly reduce our earnings and cash flows.”
Removed heading “We face litigation risks that could have a material adverse effect on the operation of our business.”
Removed heading “We have substantial fixed costs and, as a result, our operating income fluctuates disproportionately with changes in our net sales.”
Removed heading “Our existing and future indebtedness could limit our flexibility in operating our business or adversely affect our business and our liquidity position.”
Removed heading “Disruptions in the credit markets may adversely affect our business, including the availability and cost of short-term funds for liquidity requirements and our ability to meet long-term commitments, which could adversely affect our results of operations, cash flows and financial condition.”
Removed heading “Our results of operations may be affected by seasonal factors.”
Removed heading “Our operations are subject to various environmental laws and regulations, the violation of which could result in substantial fines or penalties.”
Removed heading “Our business may be disrupted by natural disasters and severe weather conditions causing supply chain disruptions.”
Removed heading “Our business may be harmed by public health crises, terrorist attacks, future war, or anti-terrorism measures.”
Removed heading “We may be unable to successfully integrate the businesses we acquire into our operations.”
Removed heading “Our information technology systems are subject to certain cyber risks and disasters that are beyond our control.”
Removed heading “We are subject to certain risks arising from doing business in Mexico.”
Removed heading “If we make acquisitions in the future, we may not successfully integrate the acquired company, which could have a materially adverse effect on our business.”
Removed heading “Our public shareholders may have limited influence over our significant corporate actions.”
Removed heading “The interests of our controlling shareholders may conflict with those of the Company and our other shareholders.”
Removed heading “Because we are a “controlled company” under NASDAQ rules, we are not subject to certain corporate governance standards that apply to other publicly traded companies.”
Removed heading “Our stock trading volume may not provide adequate liquidity for investors.”
Removed heading “We may change our dividend policy at any time.”
Removed heading “Our articles of incorporation and bylaws have, and under Michigan law are subject to, provisions that could deter or prevent a change of control.”
Largest changes
“We do not have any direct operations in Russia, Belarus, Ukraine, the Middle East, China, or Taiwan, but we may be affected by the broader consequences of the conflicts, or expansion of such conflicts to other areas or countries or similar conflicts elsewhere. The potential implications include increased tariffs, inflation, supply chain disruption, reduced access to parts for our revenue equipment, embargoes, geopolitical shifts, reduced access to diesel fuel, higher energy prices, and other effects on the global economy. …”see in full comparison
“As discussed elsewhere in this Annual Report on Form 10-K, the Company restated its condensed consolidated financial statements for the quarter ended September 27, 2025 as a result of an error identified in the goodwill impairment analysis for the Company’s intermodal reporting unit. …”see in full comparison
“Restatements of previously issued financial statements may negatively affect investor confidence in the reliability of our financial reporting and could cause our stock price to decline. Restatements may also increase the risk of regulatory scrutiny, including inquiries or investigations by the Securities and Exchange Commission, and may expose us to litigation or other claims. In addition, responding to matters arising from a restatement can require significant management time and attention and may increase professional fees and other costs.”see in full comparison
“The conflicts in Ukraine and the Middle East, expansion of such conflicts to other areas or similar conflicts, as well as the rising tensions between China and Taiwan, could adversely impact our business and financial results”see in full comparison
“Our operations are subject to various environmental laws and regulations, the violation of which could result in substantial fines or penalties.”see in full comparison
“As discussed in Part II, Item 9A “Management’s Report on Internal Control Over Financial Reporting” later in this report, in the fourth quarter of 2024, we identified a material weakness in our internal control over financial reporting. The material weakness results from errors in our financial statement preparation and the accounting for non-routine transactions that created changes within our business. …”see in full comparison
Full comparison: every changed paragraph (194)
SetThe forth below, and elsewhere in this Report and in other documents we file with the SEC, arefollowing risks and uncertainties that could causematerially and adversely affect our actualbusiness, financial condition, results toof differoperations, materiallycash fromflows, or the resultsmarket contemplatedprice byof our common stock. The risks described below are not the forward-lookingonly statementsrisks containedwe inface. thisAdditional Reportrisks not presently known to us or that we currently deem immaterial may also impair our other filings with the SEC or in oral presentations such as telephone conferences open to the public.business. You should carefully consider thethese followingrisk factors in conjunctiontogether with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Item 7 and our Consolidatedconsolidated Financialfinancial Statementsstatements and related Notesnotes included elsewhere in Itemthis 8.Annual Report on Form 10-K.
Risks Related to Our Industry and Operating Environment
Our business is sensitive to general economic conditions, customer demand cycles, and macroeconomic volatility.
Demand for our transportation and logistics services is highly dependent on general economic conditions and the business cycles of our customers. Adverse economic conditions—including inflation, rising interest rates, reduced industrial production, supply chain disruptions, or recessionary pressures—may reduce shipping volumes, increase pricing pressure, delay customer payments, or increase customer credit risk. These effects may be more pronounced in industries where we have meaningful customer concentration, including automotive, metals, and industrial manufacturing.
Our business is subject to general economic and business factors that are largely beyond our control, any of which could have a material adverse effect on our operating results.
Our business is dependent upon a number of general economic and business factors that may adversely affect our results of operations. These factors include significant increases or rapid fluctuations in fuel prices, excess capacity in the transportation and logistics industry, surpluses in the market for used equipment, interest rates, fuel taxes, license and registration fees, insurance premiums, self-insurance levels, and difficulty in attracting and retaining qualified drivers and independent contractors.
We operate in a highly competitive and fragmented industry, and our business may suffer if we are unable to adequately address any downward pricing pressures or other factors that may adversely affect our ability to compete with other carriers.
We are affected by recessionary economic cycles and downturns in customers’ business cycles, particularly in market segments and industries, such as the automotive industry, where we have a significant concentration of customers. Economic conditions may also adversely affect our customers and their ability to pay for our services.
Deterioration in theU.S. Unitedor Statesglobal andeconomic worldconditions economiesmay couldalso exacerbateconstrain our customers’ access to capital, adversely affect their production levels, or cause them to reduce or delay logistics spending, any difficultiesof experienced by our customers and suppliers in obtaining financing, which, in turn,which could materially and adversely impactaffect our business, financial condition, results of operations and cash flows.
We operate in a highly competitive and fragmented industry, which could limit our ability to maintain pricing, margins, or market share.
The transportation and logistics industry is intensely competitive and fragmented. We compete with asset-based and non-asset-based carriers, integrated logistics providers, railroads, and increasingly with technology-enabled brokers and digital freight platforms. Some competitors have greater financial resources, larger equipment fleets, broader service offerings, more advanced technology platforms, or greater economies of scale.
Competitive pressures may result in downward pricing, reduced margins, loss of customers, increased capital or technology investment requirements, or higher labor and capacity costs. In addition, customers may reduce the number of carriers they use, rely on lead logistics providers that allocate freight on a non-neutral basis, or rebid freight frequently, which could further pressure pricing and volumes.
Volatility in diesel fuel prices or disruptions in fuel supply could adversely affect our operating results.
Diesel fuel represents a significant operating expense in our transportation operations. The price and availability of diesel fuel are subject to wide fluctuations due to factors beyond our control, including global supply and demand dynamics, refinery capacity, geopolitical conflicts, sanctions, trade restrictions, military activity affecting energy-producing regions, and disruptions to major maritime shipping routes used for the transportation of crude oil and refined products.
We do not currently hedge against fuel price fluctuations. Although we have historically recovered a portion of fuel cost increases through fuel surcharge mechanisms, rate adjustments, or other contractual pricing arrangements, there can be no assurance that these measures will fully offset increases in fuel prices, fuel taxes or other energy-related costs. In particular, fuel surcharge programs may lag market price movements, may not apply to all of our services or contracts, and may be difficult to implement or adjust during periods of rapid or sustained price volatility or competitive pricing pressure.
Recent geopolitical developments, including military conflicts and instability in regions critical to global energy production and shipping, have increased volatility in global oil markets and could further disrupt energy supply chains. If disruptions to oil production, refining capacity, or maritime transportation routes occur or intensify, diesel fuel prices could increase significantly and fuel availability in certain markets could be constrained.
Sustained increases in fuel prices, reduced fuel availability, or disruptions in fuel distribution networks could increase operating costs for our company-owned equipment and may also adversely affect the economics of owner-operator arrangements and third-party transportation providers on whom we rely. Any such developments could materially adversely affect our operating margins, operating results, cash flows, and overall financial condition.
Driver and labor availability constraints could limit growth and increase costs.
The transportation industry continues to experience challenges in attracting and retaining qualified drivers and skilled logistics personnel. Competition for labor may require increased wages, benefits, incentives, or recruiting costs and could result in equipment under-utilization, service disruptions, or missed growth opportunities. If we are unable to attract or retain sufficient personnel, our profitability and ability to meet customer service requirements could be adversely affected.
The Trump administration has stated its intention to impose new or increased tariff rates on imported goods from a number of countries, including China, Canada, Mexico, and the E.U. Such trade policies and tariff implementations, and any related retaliatory trade policies and tariff implementations by foreign governments, may result in decreased shipping volumes and have an adverse impact on our revenues and results of operations.
We operate in the highly competitive and fragmented transportation and logistics industry, and our business may suffer if we are unable to adequately address factors that may adversely affect our revenue and costs relative to our competitors.
Numerous competitive factors could impair our ability to maintain our current profitability. These factors include the following:
we compete with many other truckload carriers and logistics companies of varying sizes, some of which have more equipment, a broader coverage network, a wider range of services and greater capital resources than we do;
some of our competitors periodically reduce their rates to gain business, especially during times of reduced growth rates in the economy, which may limit our ability to maintain or increase rates, maintain our operating margins, or maintain significant growth in our business;
many customers reduce the number of carriers they use by selecting so-called “core carriers” as approved service providers and, in some instances, we may not be selected;
some companies hire lead logistics providers to manage their logistics operations, and these lead logistics providers may hire logistics providers on a non-neutral basis which may reduce the number of business opportunities available to us;
many customers periodically accept bids from multiple carriers and providers for their shipping and logistic service needs, and this process may result in the loss of some of our business to competitors and/or price reductions;
the trend toward consolidation in the trucking and third-party logistics industries may create other large providers with greater financial resources and other competitive advantages relating to their size and with whom we may have difficulty competing;
advances in technology require increased investments to remain competitive, and our customers may not be willing to accept higher rates to cover the cost of these investments;
competitionCapital from Internet-basedintensity and otherequipment brokeragecost companiestrends may adversely affect ourcash relationships with our customersflows and freight rates;returns.
Our business requires significant ongoing capital investment in tractors, trailers, chassis, and other equipment. Purchase prices for new equipment may increase due to regulatory requirements, supply constraints, or manufacturer pricing actions, while the resale value of used equipment may decline due to market oversupply or technological obsolescence. These factors could increase depreciation expense, reduce proceeds from asset sales, and adversely affect our cash flows and financial condition.
Trade policy changes, tariffs, and geopolitical developments could adversely affect our business.
Our business depends heavily on cross-border trade between the United States, Canada, and Mexico. Changes in trade policy, tariffs, customs regulations, or geopolitical tensions could disrupt supply chains.
economies of scale that may be passed on to smaller providers by procurement aggregation providers may improve the ability of smaller providers to compete with us;
some areas of our service coverage require trucks with engines no older than 2011 in order to comply with environmental rules; and an inability to continue to access capital markets to finance equipment acquisition could put us at a competitive disadvantage.
We may be adversely impacted by fluctuations in the price and availability of diesel fuel.
Diesel fuel represents a significant operating expense for the Company, and we do not currently hedge against the risk of diesel fuel price increases. An increase in diesel fuel prices or diesel fuel taxes, or any change in federal or state regulations that results in such an increase, could have a material adverse effect on our operating results to the extent we are unable to recoup such increases from customers in the form of increased freight rates or through fuel surcharges. Historically, we have been able to offset, to a certain extent, diesel fuel price increases through fuel surcharges to our customers, but we cannot be certain that we will be able to do so in the future. We continuously monitor the components of our pricing, including base freight rates and fuel surcharges, and address individual account profitability issues with our customers when necessary. While we have historically been able to adjust our pricing to help offset changes to the cost of diesel fuel through changes to base rates and/or fuel surcharges, we cannot be certain that we will be able to do so in the future.
Difficulty in attracting drivers could affect our profitability and ability to grow.
The transportation industry routinely experiences difficulty in attracting and retaining qualified drivers, including independent contractors, resulting in intense competition for drivers. We have from time to time experienced under-utilization and increased expenses due to a shortage of qualified drivers. If we are unable to attract drivers when needed or contract with independent contractors when needed, we could be required to further adjust our driver compensation packages, increase driver recruiting efforts, or let trucks sit idle, any of which could adversely affect our growth and profitability.
Purchase price increases for new revenue equipment and/or decreases in the value of used revenue equipment could have an adverse effect on our results of operations, cash flows and financial condition.
During the last decade, the purchase price of new revenue equipment has increased significantly as equipment manufacturers recover increased materials costs and engine design costs resulting from compliance with increasingly stringent EPA engine emission standards. Additional EPA emission mandates in the future could result in higher purchase prices of revenue equipment which could result in higher than anticipated depreciation expenses. If we were unable to offset any such increase in expenses with freight rate increases, our cash flows and results of operations could be adversely affected. If the market price for used equipment continues to decline, then we could incur substantial losses upon disposition of our revenue equipment which could adversely affect our results of operations and financial condition.
We have significant ongoing capital requirements that could affect our liquidity and profitability if we are unable to generate sufficient cash from operations or obtain sufficient financing on favorable terms.
The transportation and logistics industry is capital intensive. If we are unable to generate sufficient cash from operations in the future, we may have to limit our growth, enter into unfavorable financing arrangements, or operate our revenue equipment for longer periods, any of which could have a material adverse effect on our profitability.
We operate in a highly regulated industry and increased costs of compliance with, or liability for violation of, existing or future regulations could have a material adverse effect on our business.
The FMCSA and various state and local agencies exercise broad powers over our business, generally governing such activities as authorization to engage in motor carrier operations, drug and alcohol testing, safety and insurance requirements. Our owner-operators must comply with the safety and fitness regulations promulgated by the FMCSA, including those relating to drug and alcohol testing and hours-of-service. There also are regulations specifically relating to the trucking industry, including testing and specifications of equipment and product handling requirements. These measures could disrupt or impede the timing of our deliveries and we may fail to meet the needs of our customers. The cost of complying with these regulatory measures, or any future measures, could have a materially adverse effect on our business or results of operations.
A determination that independent contractors are employees could expose us to various liabilities and additional costs.
Federal and state legislators and other regulatory authorities, as well as independent contractors themselves, often seek to assert that independent contractors in the transportation services industry are employees rather than independent contractors. An example of such legislation enacted in California is now enforceable against trucking companies. There can be no assurance that interpretations that support the independent contractor status will not change, that other federal or state legislation will not be enacted or that various authorities will not successfully assert a position that re-classifies independent contractors to be employees. If our independent contractors are determined to be our employees, that determination could materially increase our exposure under a variety of federal and state tax, workers’ compensation, unemployment benefits, labor, employment and tort laws, as well as our potential liability for employee benefits. In addition, such changes may be applied retroactively, and if so, we may be required to pay additional amounts to compensate for prior periods. Any of the above increased costs would adversely affect our business and operating results.
We may incur additional operating expenses or liabilities as a result of potential future requirements to address climate change issues.
Federal, state, and local governments, as well as some of our customers, are beginning to respond to global warming issues. This increased focus on sustainability may result in new legislation or regulations and customer requirements that could negatively affect us as we may incur additional costs or be required to make changes to our operations in order to comply with any new regulations or customer requirements. Legislation or regulations that potentially impose restrictions, caps, taxes, or other controls on emissions of greenhouse gases such as carbon dioxide, a by-product of burning fossil fuels such as those used in the Company’s trucks, could adversely affect our operations and financial results. More specifically, legislative, or regulatory actions related to climate change could adversely impact the Company by increasing our fuel costs and reducing fuel efficiency and could result in the creation of substantial additional capital expenditures and operating costs in the form of taxes, emissions allowances, or required equipment upgrades. Any of these factors could impair our operating efficiency and productivity and result in higher operating costs. In addition, revenues could decrease if we are unable to meet regulatory or customer sustainability requirements. These additional costs, changes in operations, or loss of revenues could have a material adverse effect on our business, financial condition, and results of operations.
Risks Related to Our Business
Our revenue is largely dependent on North American automotive industry production volume and may be negatively affected by future downturns in North American automobile production.
A significant portion of our larger customers are concentrated in the North American automotive industry. During 2024, 47% of our revenues were derived from customers in the North American automotive industry. Our business and growth largely depend on continued demand for its services from customers in this industry. Any future downturns in North American automobile production, which also impacts our steel and other metals customers, could similarly affect our revenues in future periods.
Our business derives a large portion of revenue from a few major customers, and the loss of any one or more of them as customers, or a reduction in their operations, could have a material adverse effect on our business.
A large portion of our revenue is generated from a limited number of major customers concentrated in the automotive, railroad, retail and consumer goods, steel and other metals, energy and manufacturing industries. Our top 10 customers accounted for approximately 56% of our operating revenues during 2024. Our contracts with customers generally contain cancellation clauses, and there can be no assurance that these customers will continue to utilize our services or that they will continue at the same levels. Further, there can be no assurance that these customers will not be affected by a future downturn in demand, which would result in a reduction in their operations and corresponding need for our services. Moreover, our customers may individually lose market share, apart from general economic trends. If our major customers lose U.S. market share, they may have less need for services. A reduction in or termination of services by one or more of our major customers could have a material adverse effect on our business and results of operations.
If we are unable to retain our key employees, our business, financial condition, and results of operations could be harmed.
We are highly dependent upon the services of our key employees and executive officers. The loss of any of their services could have a material adverse effect on our operations and future profitability. We must continue to develop and retain a core group of managers if we are to realize our goal of expanding our operations and continuing our growth. We cannot assure that we will be able to do so.
A significant labor dispute that involves one of our customers or that could otherwise affect our operations could reduce our revenues and harm our profitability.
Our largest customers employ a substantial number of workers who are members of industrial trade unions, and their employment is subject to the terms of collective bargaining agreements. Strikes, work stoppages, slowdown or similar such actions in the future could negatively impact our revenue and profitability. A labor dispute involving another supplier to our customers that results in a slowdown or closure of our customers’ plants where we provide services could also have a material adverse effect on our business.
Significant increases in labor costs as a result of the renegotiation of our collective bargaining agreements could be harmful to our business and our profitability.
As of December 31, 2024, approximately 46% of our employees were members of unions and subject to collective bargaining agreements. Subject to a few exceptions, each of our unionized facilities has a separate agreement with the union that generally represents the workers at only that facility. Any work stoppages or slowdowns by our employees could affect our ability to meet our customers’ needs, and customers may do more business with our competitors if they believe that such actions may adversely affect our ability to provide our services. We may face the permanent loss of customers if we are unable to provide uninterrupted services. The terms of our future collective bargaining agreements may also affect our competitive position and results of operations.
Management's Discussion & Analysis (MD&A)
New heading “Impairment Charges”
New heading “2025 Compared to 2024”
New heading “2025 Compared to 2024”
Removed heading “2023 Compared to 2022”
Removed heading “2023 Compared to 2022”
Largest changes
“During the third quarter of 2025, after completing our annual goodwill impairment testing earlier in the year with no impairment noted, we identified triggering events within our intermodal reporting unit. In accordance with ASC 350 and ASC 360, we evaluated certain indefinite-lived and long-lived tangible and intangible assets for impairment and determined that impairment was present. …”see in full comparison
“Our results are affected by macroeconomic and industry conditions, including industrial production levels, customer inventory and production strategies, transportation capacity, and pricing dynamics across the freight market. Inflationary pressures and elevated interest rates can negatively affect operating costs and demand levels, and a recessionary environment could depress activity levels and intensify pricing competition. Labor availability and wage pressure, equipment availability, and supply chain disruptions can also affect our operating efficiency and cost structure.”see in full comparison
Our primary uses of cash are working capital requirements, capital expenditures, dividend payments, share repurchases, and debtsee in full comparisonserviceservice.requirements. Additionally, weWe may also use cash for acquisitions and other investment and financing activities. Working capital is required principally toensuresupportweday-to-dayare able to run the businessoperations andhave sufficient fundsto satisfy maturingshort-term debtobligations andoperationaloperating expenses.Our capitalCapital expenditures consist primarily of transportationequipment,equipment and investments in support ofourvalue-added service operations and the expansion of our terminal network. The goodwill impairment charge described above is a non-cash charge and therefore did not affect the Company’s historical cash balances, liquidity, operating cash flows, or compliance with its debt covenants.
“Income from operations. Income from operations for the intermodal segment was $(162.1) million in 2025, compared to $(27.7) million in 2024. Results for 2025 reflected decreases in demand and pricing, equipment and labor utilization, and the impact of fixed operating costs relative to volume levels. In addition, during the third quarter of 2025, we recorded non-cash impairment charges totaling $124.4 million within the intermodal reporting unit, consisting of a $101.1 million goodwill impairment charge and $23.3 million related to certain customer-relationship intangible assets. …”see in full comparison
“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. …”see in full comparison
“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. …”see in full comparison
Full comparison: every changed paragraph (121)
The following discussion and analysis should be read together with our Consolidated Financial Statements and related Notes included in Item 8 of this Annual Report on Form 10-K. This discussion contains forward-looking statements that involve risks and uncertainties. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of various factors, including those discussed under Item 1A, “Risk Factors.”
As previously disclosed in the Company’s Current Report on Form 8-K filed on March 9, 2026 and reflected in Amendment No. 1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 27, 2025, the Company restated its condensed consolidated financial statements for that quarter to correct an error in the goodwill impairment analysis for the intermodal reporting unit. Unless otherwise indicated, the discussion below reflects the corrected financial information.
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, CanadaMexico and Colombia.Canada. 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 (i) a direct sales and marketing networkorganization focused on selling our portfolio of services to large customers in specific industry sectors, through(ii) company-managed facilities, and through(iii) a contract network of agents who solicit freight business directly from shippers.
We operate, manage or provide services at 142126 logistics locations in the United States, Mexico, CanadaMexico and ColombiaCanada and through our network of agents and owner-operators located throughout the United States and in Ontario, Canada. Fifty-fourFifty of our value-added service operations are located inside customer plants or distribution operations; the otherremaining facilities are generally located closenear tocustomer our customers’ plantsfacilities to optimize the efficiency of their component supply chains and production processes. Our facilities and services are often directly integrated into thecustomers’ production processes of our customers and represent a critical part of their supply chains. To support our flexible businessoperating model, we generally coordinate the duration of real estate leases associated with our value-added servicesprograms with the end dateterm of the related customer contract associated with such facility,contract, or use month-to-month leases, in order to mitigate exposure to unrecovered lease costs.
We offer our customers a widebroad range of transportation services by utilizingusing a diverse fleet of tractors and trailing equipment provided by us, our owner-operators and third-party transportation companies. OurAs of December 31, 2025, our owner-operators provided usapproximately with 1,5981,128 tractors and 709471 trailers. We ownowned 3,340or leased approximately 3,199 tractors, 5,0514,793 trailers, 3,3543,570 chassis and 10794 containers. Our agents and owner-operators are independent contractors who generally earn a fixed commission calculated as a percentage of the revenue or gross profit they generate for usgenerated, and who bring an entrepreneurial spiritapproach to ourgrowing business.and servicing customer relationships. Our transportation services are provided through a networkmix of both union and non-union employee drivers, owner-operators, contract drivers, and third-party transportationcapacity companies.providers.
As of December 31, 2024,2025, we employed 10,821approximately 10,525 people in the United States, Mexico,Mexico and Canada, and Colombia, including 4,929approximately 3,880 employees subject to collective bargaining agreements. WeDuring 2025, we also engaged contract staffing vendors to supply an average of 8846 additional personnel on a full-time-equivalent basis.
Our use of agents and owner-operators allows us to maintain bothsupports a highly flexible cost structure and a scalable businessoperating operation,model while reducing investment requirements. TheseWe believe these benefits are passed on to our customers in the form ofthrough cost savings and increased operating efficiency, while enhancingalso oursupporting cash generation and the returns on our invested capital and assets.capital.
We believe our business model also provides opportunities to grow through a combination of organic initiatives and acquisitions. Organic growth opportunities include recruiting additional agents and owner-operators, expanding into new and adjacent vertical markets, and increasing penetration with key customers. We also evaluate strategic acquisitions that complement our service offerings, expand our geographic footprint, diversify our customer base, and/or add capabilities that strengthen the resilience of our network.
Segments
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,segments: contract logistics, intermodal, and trucking. Operations aggregated in ourOur contract logistics segment deliverdelivers value-added and/or dedicated transportation services to support in-boundinbound logistics to industrial customers and major retailers on a contractual basis, generally pursuant tounder terms of one year or longer. Our intermodal segment is associated withincludes local and regional drayage moves predominatelypredominantly coordinated by company-managed terminals using a mix of owner-operators, company equipment and third-party capacity providersproviders. (broker carriers). Operations included in ourOur trucking segment areis associated with individualtransactional freight shipmentsmovements coordinated by our agents and company-managed terminals using a mix of owner-operators, company equipment and broker carriers.
Current Economic Conditions and Trends
Our results are affected by macroeconomic and industry conditions, including industrial production levels, customer inventory and production strategies, transportation capacity, and pricing dynamics across the freight market. Inflationary pressures and elevated interest rates can negatively affect operating costs and demand levels, and a recessionary environment could depress activity levels and intensify pricing competition. Labor availability and wage pressure, equipment availability, and supply chain disruptions can also affect our operating efficiency and cost structure.
In addition, we are exposed to customer and industry-specific cycles, including fluctuations in North American automotive production volumes. A significant labor disruption involving one or more customers, or a disruption in critical supplier networks, can reduce volumes and negatively affect profitability in certain contract logistics and dedicated transportation operations. We continue to monitor these conditions and adjust pricing, staffing levels, purchased transportation utilization, and capital deployment as appropriate.
A key challenge in recent periods has been weaker demand and pricing pressure in certain transactional transportation markets, including intermodal drayage, coupled with the fixed-cost intensity of certain operations. These dynamics contributed to the impairment charges recorded during the third quarter of 2025 (discussed below), and remain important factors in evaluating segment performance, capital allocation and liquidity planning.
Impairment Charges
During the third quarter of 2025, after completing our annual goodwill impairment testing earlier in the year with no impairment noted, we identified triggering events within our intermodal reporting unit. In accordance with ASC 350 and ASC 360, we evaluated certain indefinite-lived and long-lived tangible and intangible assets for impairment and determined that impairment was present. As a result, during the thirteen weeks ended September 27, 2025, we recognized impairment charges totaling $124.4 million, consisting of a $101.1 million goodwill impairment charge and $23.3 million of impairment charges related to certain customer-relationship intangible assets. The valuation of the intermodal reporting unit reflected a reduced demand forecast, lower margins due to the high fixed costs associated with that segment, and a higher discount rate reflecting company-specific risk. These charges are non-cash and did not affect covenant compliance; however, they reduced reported earnings for the period and reflect management’s updated expectations for the intermodal reporting unit. As a result of the impairment charge, no goodwill remains attributable to the intermodal reporting unit as of December 31, 2025. The Company previously reported this matter in a Current Report on Form 8-K filed on March 9, 2026 under Item 4.02(a) (Non-Reliance on Previously Issued Financial Statements), and subsequently restated its condensed consolidated financial statements for the quarter ended September 27, 2025 in Amendment No. 1 to its Quarterly Report on Form 10-Q. See Item 8, Note 1 to the Consolidated Financial Statements. The restatement related solely to the goodwill impairment analysis for the intermodal reporting unit as of September 27, 2025 and did not require restatement of previously issued financial statements for any other periods.
During the third quarter of 2024, the Company recorded aggregate impairment charges totaling $3.7 million within our former company-managed brokerage reporting segment in connection with the closure of those operations.
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.
Operating Revenues. We generate substantially all of our revenues throughfrom fees charged to customers for the transportation oftransporting freight and for theproviding customized logistics services we provide.services. We also deriveearn revenuerevenues from fuel surcharges,surcharges (where separately identifiable,identifiable), loading and unloading activities, equipment detention, container managementmanagement, and storagestorage, and other relatedaccessorial 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.
OurTransactional transportation revenues (including truckload, intermodalbrokerage, and brokerage revenuesintermodal) are primarily influenced by fluctuations in freight volumes and shipping rates.rates, The main factors that affect thesewhich are affected by competition, available truck capacity, and overall economic market conditions. Our value-addedValue-added and dedicated transportation businessrevenues is substantiallyare driven by the level of demand for outsourced logistics services.services Majorand factorscustomer thatproduction affectlevels, ourand revenuesare includeinfluenced by changes in manufacturing supply chain requirements, production levels in specific industries, pricing trendstrends, duelabor to levels of competitionavailability, and resourcethe costscost in logistics and transportation, and economic market conditions.environment.
Revenue Recognition. We recognize revenue aswhen control of the promised goods or services is transferred to ourthe customers,customer, in an amount that reflects the consideration thewe Company expectsexpect to receive in exchange for itsour services. For our transportation services businesses, which include(including truckload, brokerage, intermodal and dedicated services,), revenue is generally recognized over time as the performance obligations on the in-transit services are completed. For the Company’s value-added service businesses,services, we havegenerally elected to useapply the “right to invoice” practical expedient,expedient reflectingbecause that athe customer obtainssimultaneously receives and consumes the benefitbenefits associatedof with value-addedthe services as they are provided. For additional information on revenue recognition,information, see Item 8, Note 3 to the Consolidated Financial Statements.
Purchased transportation and equipment rent. Purchased transportation and equipment rent represents amounts paid to owner-operators and other third-party capacity providers to haul freight, and the cost of short-term leased equipment used in certain services. This is generally our largest cost component and tends to vary with transactional transportation volumes and revenues.
Direct personnel and related benefits. Direct personnel and related benefits include salaries, wages and fringe benefits for employees, and contract labor costs used in selling and operating activities. These costs are influenced by staffing levels required to support contract logistics programs and transportation operations with employee drivers, as well as union wage and benefit provisions at certain facilities.
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.
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. TheseOperating supplies and expenses include items such as fuel, tirestires, parts and parts repairmaintenance items primarilyfor related to the maintenance of company ownedcompany-owned and leased tractors, trailers and lift equipment, as well as licenses, dock supplies, communication,communications, utilities, operating taxes and other general operating expenses. BecauseThese we maintain a flexible business model, our operating expensescosts generally relatecorrelate towith equipment utilization,utilization fluctuations inand customer demand and thecan relatedalso 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,be impacted by fluctuating fuel prices.price We recognize these expenses as they are incurredvolatility and theinflationary related income as it is earned.pressures.
Commission expense. Commission expense represents amounts paid to agents for generating shipments. Commissions generally fluctuate with revenue generated through our agent network.
Occupancy expense. Occupancy expense includes costs related to leased terminals and operating facilities (excluding utilities unless covered in lease arrangements). We seek to align lease terms with customer contract duration and/or recover fixed occupancy costs in pricing to mitigate exposure.
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, wagescompensation and benefits offor administrative personnel, related support costs, taxescertain (other than income and property taxes), adjustments due totaxes, foreign currency transactions,transaction adjustments, 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.expenses.
Insurance and claims. Insurance and claims expense includes insurance premiums and accruals for claims within self-insured retention amounts. These costs are affected by claims frequency and severity, insurance market conditions, coverage limits, and retention levels.
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 theincludes depreciation of owned tractors, trailers, computerequipment and operating equipment,facilities and buildings as well as the amortization of thecertain intangible assets recordedrelated forto ouracquisitions. acquiredUseful customer contractslives and customer and agent relationships. We estimate the salvage valuevalues andare useful lives of depreciable assetsestimated based on current market conditions and experience with past dispositions.experience.
Operating Revenues by Service Category
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 intermodalTransactional services are generally associated with individual freight shipments coordinated by our agents and company-managed terminals,shipments, while our dedicated and value-added services are provided to specific customers on a contractual basis, generally pursuant to contractunder 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, 2025, 2024, 2023 and 2022,2023, presented as a percentage of total operating revenues:
2025 Compared to 2024
The following table sets forth items derived from our Consolidated Statements of Income for the years ended December 31, 2025 and 2024:
Operating revenues. Operating revenues for the year ended December 31, 2025 were $1,558.4 million, compared to $1,846.0 million in 2024, a decrease of $287.6 million, or 15.6%. The decrease in operating revenues was primarily attributable to a decrease in our contract logistics segment, including decreases in value-added and dedicated programs. This was primarily attributable to the completion of a specialty development program in Stanton, TN in 2024 and decreases in customer production levels. We also experienced decreases in intermodal revenues reflecting continued demand softness and competitive market conditions; and decreases in trucking and brokerage activity.
Purchased transportation and equipment rent. Purchased transportation and equipment rent generally increases or decreases in proportion to revenues generated through owner-operators and other third-party capacity providers. During 2025, purchased transportation and equipment rent was $310.4 million, compared to $482.9 million in 2024. The change primarily reflected decreases in transactional transportation-related services.
Direct personnel and related benefits. Direct personnel and related benefits include salaries, wages, fringe benefits and contract labor costs. Direct personnel and related benefits for 2025 were $685.5 million, compared to $583.3 million in 2024. The change was primarily attributable to increases in staffing levels supporting contract logistics programs, wage and benefit inflation, and labor utilization adjustments in response to customer demand, operating conditions and mix in program requirements.
Operating supplies and expenses. Operating supplies and expenses include fuel, maintenance, cost of materials, communications, utilities and other operating expenses. Operating supplies and expenses for 2025 were $205.4 million, compared to $293.9 million in 2024. The main element driving the decrease was higher expenses incurred in 2024 in connection with the contract logistics specialty development program, which was completed in 2024.
Commission expense. Commission expense represents amounts paid to agents for generating shipments and generally fluctuates with revenue generated through our agent network. Commission expense for 2025 was $17.1 million, compared to $27.3 million in 2024, reflecting decreases in agent-sourced transactional volumes.
Occupancy expense. Occupancy expense includes costs related to leased terminals and operating facilities. Occupancy expense for 2025 was $49.4 million, compared to $44.2 million in 2024. The change primarily reflected an increase in building rents as well as additional properties.
General and administrative expense. General and administrative expense includes compensation and benefits for administrative personnel, related support costs, certain taxes, foreign currency transaction adjustments, bad debt expense, and other general expenses. General and administrative expense for 2025 was $54.2 million, compared to $57.0 million in 2024, primarily due to decreases in compensation, incentive accruals, and professional and administrative support costs.
Insurance and claims. Insurance and claims expense includes insurance premiums and accruals for claims within self-insured retention amounts. Insurance and claims expense for 2025 was $30.1 million, compared to $26.4 million in 2024, reflecting increases in insurance premiums.
Depreciation and amortization. Depreciation and amortization expense for 2025 was $146.2 million, compared to $124.2 million in 2024. The change was primarily attributable to incremental fixed asset additions, including Parsec. This was partially offset by a $4.8 million decrease in amortization.
Impairment expense. During 2025, we recorded non-cash impairment charges within the intermodal reporting segment totaling $124.4 million. These charges consisted of a $101.1 million goodwill impairment charge and $23.3 million related to certain customer-relationship intangible assets. The impairment reflected reduced demand forecasts, margin pressure associated with the fixed-cost structure of the intermodal segment, and an increase in the discount rate reflecting company-specific risk. As a result of the impairment charge, no goodwill remains attributable to the intermodal reporting unit as of December 31, 2025. The impairment charges of $124.4 million recorded during 2025 compare to charges of $3.7 million recorded during 2024 relating to our now-closed company-managed brokerage operation.
Income (loss) from operations. During 2025, we incurred an operating loss of $(64.3) million, compared to income from operations of $203.1 million in 2024. Operating margin was (4.1%) in 2025, compared to 11.0% in 2024, reflecting the combined impacts of changes in revenue mix, pricing and utilization dynamics in transactional transportation markets, labor and operating cost trends, and the impairment charges recorded during 2025.
Interest expense, net. Net interest expense for 2025 was $37.8 million, compared to $30.2 million in 2024. The increase reflected increases in average outstanding borrowings during the year.
Income tax expense (benefit). Income before income taxes for 2025 was $(100.0) million, compared to $173.7 million in 2024. Net income for 2025 was $(99.9) million, compared to $129.9 million in 2024. The decrease in income taxes is primarily the result of a decrease in taxable income. The decrease in our effective tax rate was due to a change in the mix of operating profits and losses between foreign and domestic tax jurisdictions and the impairment of goodwill.
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:
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.
What changed in the latest 10-Q
Risk Factors
New heading “Accidents involving our vehicles, drivers, owner-operators or third-party motor carriers, and developments in the litigation environment, could materially increase our costs.”
Largest changes
“Accidents involving our vehicles, drivers, owner-operators or third-party motor carriers, and developments in the litigation environment, could materially increase our costs.”see in full comparison
“On May 14, 2026, the U.S. Supreme Court held in Montgomery v. Caribe Transport II, LLC that a state-law claim alleging that a transportation broker negligently selected a motor carrier is not preempted by the Federal Aviation Administration Authorization Act because a claim of that type falls within the statute’s motor-vehicle-safety exception. The decision addressed whether such a claim may proceed, not whether the broker was negligent or liable. …”see in full comparison
“These developments could result in increased defense costs, settlements, judgments, insurance premiums and self-insured retention levels and could make appropriate insurance coverage more difficult or expensive to obtain. They may also require us to devote additional resources to carrier qualification, safety review, compliance and documentation. Insurance maintained by third-party motor carriers or by us, and any contractual indemnification rights, may be unavailable, insufficient or subject to exclusions or other limitations. …”see in full comparison
“The transportation industry has experienced increased claim severity and large jury verdicts. Our freight brokerage operations, as well as other portions of our business in which we arrange for third-party motor carriers to transport freight, expose us to claims arising from accidents involving those carriers. Plaintiffs may allege that we negligently selected or retained a motor carrier, even though the vehicle involved in the accident was not owned or operated by us and the driver was not our employee.”see in full comparison
“Our operations expose us to personal-injury and property-damage claims arising from accidents involving vehicles owned or operated by us, our employee drivers and owner-operators providing services under our operating authority. Our freight brokerage operations, as well as other portions of our business in which we arrange for third-party motor carriers to transport freight, also expose us to claims arising from accidents involving those carriers.”see in full comparison
see in full comparisonThereThehave been no material changes to ourfollowing riskfactorsfactorasreplacespreviouslythedisclosedrisk factor entitled “Insurance, claims exposure, and ‘nuclear verdict’ trends could materially increase costs” included in Part I, Item1A1A,to“RiskPart 1Factors,” of our Annual Report on Form10-K10‑K for thefiscalyear ended December 31, 2025.
Full comparison: every changed paragraph (6)
ThereThe have been no material changes to ourfollowing risk factorsfactor asreplaces previouslythe disclosedrisk factor entitled “Insurance, claims exposure, and ‘nuclear verdict’ trends could materially increase costs” included in Part I, Item 1A1A, to“Risk Part 1Factors,” of our Annual Report on Form 10-K10‑K for the fiscal year ended December 31, 2025.
Accidents involving our vehicles, drivers, owner-operators or third-party motor carriers, and developments in the litigation environment, could materially increase our costs.
Our operations expose us to personal-injury and property-damage claims arising from accidents involving vehicles owned or operated by us, our employee drivers and owner-operators providing services under our operating authority. Our freight brokerage operations, as well as other portions of our business in which we arrange for third-party motor carriers to transport freight, also expose us to claims arising from accidents involving those carriers.
The transportation industry has experienced increased claim severity and large jury verdicts. Our freight brokerage operations, as well as other portions of our business in which we arrange for third-party motor carriers to transport freight, expose us to claims arising from accidents involving those carriers. Plaintiffs may allege that we negligently selected or retained a motor carrier, even though the vehicle involved in the accident was not owned or operated by us and the driver was not our employee.
On May 14, 2026, the U.S. Supreme Court held in Montgomery v. Caribe Transport II, LLC that a state-law claim alleging that a transportation broker negligently selected a motor carrier is not preempted by the Federal Aviation Administration Authorization Act because a claim of that type falls within the statute’s motor-vehicle-safety exception. The decision addressed whether such a claim may proceed, not whether the broker was negligent or liable. Nevertheless, the decision eliminates a potentially significant federal preemption defense to claims of the type addressed by the Court and may increase the number, scope and cost of claims arising from our selection and use of third-party motor carriers. Because the governing standards are derived from state law, they may vary among jurisdictions and continue to develop through litigation.
These developments could result in increased defense costs, settlements, judgments, insurance premiums and self-insured retention levels and could make appropriate insurance coverage more difficult or expensive to obtain. They may also require us to devote additional resources to carrier qualification, safety review, compliance and documentation. Insurance maintained by third-party motor carriers or by us, and any contractual indemnification rights, may be unavailable, insufficient or subject to exclusions or other limitations. An adverse judgment or settlement, or the establishment or increase of related reserves, could materially adversely affect our business, financial condition, results of operations and cash flows.
Management's Discussion & Analysis (MD&A)
New heading “Thirteen Weeks Ended July 4, 2026 Compared to Thirteen Weeks Ended June 28, 2025”
New heading “Gain on Disposal of Property and Equipment”
New heading “Impairment Expense”
New heading “Twenty-six Weeks Ended July 4, 2026 Compared to Twenty-six Weeks Ended June 28, 2025”
New heading “Purchased Transportation and Equipment Rent”
New heading “Direct Personnel and Related Benefits”
New heading “Operating Supplies and Expenses”
New heading “Commission Expense”
New heading “Occupancy Expense”
New heading “General and Administrative Expense”
New heading “Insurance and Claims Expense”
New heading “Depreciation and Amortization”
New heading “Gain on Disposal of Property and Equipment”
New heading “Impairment Expense”
New heading “Interest Expense, Net”
New heading “Other Non-Operating Income”
New heading “Income Tax Expense”
New heading “Thirteen Weeks Ended July 4, 2026 Compared to Thirteen Weeks Ended June 28, 2025”
New heading “Twenty-six Weeks Ended July 4, 2026 Compared to Twenty-six Weeks Ended June 28, 2025”
Removed heading “Operating Revenues”
Removed heading “Operating Revenues”
Removed heading “Contract Logistics”
Largest changes
“Twenty-six Weeks Ended July 4, 2026 Compared to Twenty-six Weeks Ended June 28, 2025”see in full comparison
“Twenty-six Weeks Ended July 4, 2026 Compared to Twenty-six Weeks Ended June 28, 2025”see in full comparison
“Thirteen Weeks Ended July 4, 2026 Compared to Thirteen Weeks Ended June 28, 2025”see in full comparison
“Thirteen Weeks Ended July 4, 2026 Compared to Thirteen Weeks Ended June 28, 2025”see in full comparison
Full comparison: every changed paragraph (81)
During the first quarterhalf of 2026, we continued to operate in a challenging environment in certain parts of our business, particularly in intermodal and certain industrial and automotive end markets. Freight demand remained uneven, customer activity levels remained below historical levels in certain markets, and elevated labor, insurance, equipment, maintenance and borrowing costs continued to pressure margins.
Operating Revenues
The following table sets forth operating revenues from each of these service categories for the thirteen weeks and twenty-six weeks ended AprilJuly 4, 2026 and MarchJune 29,28, 2025, expressed as a percentage of total operating revenues.revenues:
Thirteen Weeks Ended July 4, 2026 Compared to Thirteen Weeks Ended June 28, 2025
The following tabletables setsset forth selected items derived from our consolidated statements of income for the thirteen weeks ended AprilJuly 4, 2026 and MarchJune 29,28, 2025, expressed as a percentage of total operating revenues. The period-to-period discussion that follows should be read together with the table and focuses on the primary drivers of changes in revenues, operating expenses and profitability.
During the second quarter of 2026, the gain on the sale of certain real property and improved segment execution favorably impacted our operating margins. The favorable impact was partially offset by a non-cash asset impairment expense and charges related to developments in outstanding legal matters during the period.
During the first quarter of 2026, lower freight demand, softer automotive production and continued cost pressures in labor adversely affected our operating margins.
Operating Revenues
Operating revenues decreased by $14.8$14.5 million, or 3.9%,3.7%, to $367.6$379.3 million for the thirteen weeks ended AprilJuly 4, 2026, from $382.4$393.8 million for the thirteen weeks ended MarchJune 29,28, 2025. The decrease was primarily attributable to lower freightrates demandand volumes in our intermodal and trucking segments, continued softness in certain industrial and automotive end markets, and lower fuel surcharge revenue.segment. The decrease was partially offset by an increase in our contract logistics segment, primarily driven by an increase in our revenue from value-added programs.programs and strong dedicated transportation volumes.
Included in operating revenues for the thirteen weeks ended AprilJuly 4, 2026, were separately identified fuel surcharges of $18.4$24.8 million, compared to $20.9$20.2 million in the prior year period.
Purchased transportation and equipment rent generally increases or decreases in proportion to the revenues generated through owner-operators and third-party capacity providers. Purchased transportation and equipment rent was $60.7$67.0 million for the thirteen weeks ended AprilJuly 4, 2026, compared to $79.7$81.5 million in the prior year period. The decrease was primarily attributable to lower transactional transportation volumes and a decrease in the mix of owner-operators versus employee drivers in certain intermodal operations.
Direct personnel and related benefits expense was $176.2$164.8 million for the thirteen weeks ended AprilJuly 4, 2026, compared to $164.5$168.0 million in the prior year period. Trends in direct personnel and related benefits are generally correlated with operating facility requirements, headcount levels and labor utilization in our contract logistics segment, including value-added services and dedicated transportation, as well as the use of employee drivers in certain intermodal operations. The increasedecrease in the current year period was primarily attributable to certainfewer newprograms contractin logisticsour programs.value-added rail services operations.
Operating supplies and expenses include items such as fuel, maintenance, utilities, communications, equipment repairs, cost of materials and other operating costs. Operating supplies and expenses were $48.3$56.3 million for the thirteen weeks ended AprilJuly 4, 2026, compared to $51.3$50.4 million in the prior year period. The decreaseincrease was primarily attributable to aan decreaseincrease in maintenancefuel andexpense professionalon fees.company tractors.
Commission expense was $4.2$4.5 million for the thirteen weeks ended AprilJuly 4, 2026, compared to $4.3$4.4 million in the prior year period. The change was primarily attributable to decreasesincreases in revenue generated through our agent-based trucking operations.
Occupancy expense was $15.6$16.3 million for the thirteen weeks ended AprilJuly 4, 2026, compared to $11.3$11.8 million in the prior year period. The change was primarily attributabledue to additional properties being leased.leased under our contract logistics segment.
General and administrative expense was $14.6$16.0 million for the thirteen weeks ended AprilJuly 4, 2026, compared to $13.2$14.0 million in the prior year period. The changeincrease was primarily attributable to increasesa inreserve salaries,increase wagesrelated andto benefits.an outstanding legal matter during the period.
Insurance and claims expense was $7.6$17.5 million for the thirteen weeks ended AprilJuly 4, 2026, compared to $7.0$7.6 million in the prior year period. The changeincrease was primarily attributable to an increase in reserves for auto liability insurance premiums and claims expense.related to ongoing matters, including those involving third-party broker carriers.
Depreciation and amortization expense was $35.6$33.2 million for the thirteen weeks ended AprilJuly 4, 2026, compared to $35.5$36.2 million in the prior year period. Depreciation expense increaseddecreased $2.8$0.2 million and amortization expense decreased $2.7$2.8 million. The increasedecrease in depreciation expense is primarily attributable to incrementalcertain fixed assetassets additions.becoming fully depreciated. The decrease in amortization is due to the previous impairment of certain customer-relationship intangible assets in our intermodal segment in the third quarter of 2025.
Gain on Disposal of Property and Equipment
Gain on disposal of property and equipment was $45.3 million for the thirteen weeks ended July 4, 2026, compared to $0.0 million in the prior year period. The increase was primarily attributable to the gain recognized on the sale of property located in Kearny, New Jersey to an affiliate.
Impairment Expense
Impairment expense was $3.9 million for the thirteen weeks ended July 4, 2026, compared to $0.0 million in the prior year period. The increase was attributable to a non-cash impairment charge related to a group of tractors that are no longer expected to be utilized in operations.
Net interest expense was $9.7$10.6 million for the thirteen weeks ended AprilJuly 4, 2026, compared to $8.2$8.9 million in the prior year period. The change reflects increases in average borrowings outstanding as well as an increase in average interest rates on our outstanding borrowings. As of AprilJuly 4, 2026, total outstanding borrowings were approximately $754.7$695.5 million, compared to $740.0$798.6 million as of MarchJune 29,28, 2025.
Other non-operating income was $0.3$0.0 million for the thirteen weeks ended AprilJuly 4, 2026, compared to $0.6$0.1 million in the prior year period. The decrease can be attributed to a decreaseactivity in dividendsother andnon-operating gainsincome onis marketablenot equity securities.material.
Income Tax (Benefit) Expense
DuringIncome tax expense was $8.4 million for the thirteen weeks ended AprilJuly 4, 2026, we had an income tax benefit of $(1.1) million, compared to income tax expense of $2.0$2.9 million in the prior year period. The changeincrease isin primarilyincome tax expense can be attributed to a decreaseincreases in pre-tax income. Our effective income tax rate was 24.2%24.3% for the thirteen weeks ended AprilJuly 4, 2026, compared to 25.1%25.7% in the prior year period. The change in effective tax rate was due to a change in the mix of operating profits and losses between foreign and domestic tax jurisdictions.
Twenty-six Weeks Ended July 4, 2026 Compared to Twenty-six Weeks Ended June 28, 2025
The following tables set forth selected items derived from our consolidated statements of income for the twenty-six weeks ended July 4, 2026 and June 28, 2025, expressed as a percentage of total operating revenues. The period-to-period discussion that follows should be read together with the table and focuses on the primary drivers of changes in revenues, operating expenses and profitability:
Operating revenues decreased by $29.3 million, or 3.8%, to $746.9 million for the twenty-six weeks ended July 4, 2026, from $776.2 million for the twenty-six weeks ended June 28, 2025. The decrease was primarily attributable to lower rates and volumes in our intermodal segment. The decrease was partially offset by an increase in our contract logistics segment, primarily driven by an increase in our revenue from value-added programs and strong dedicated transportation volumes.
Included in operating revenues for the twenty-six weeks ended July 4, 2026, were separately identified fuel surcharges of $43.2 million, compared to $41.1 million in the prior year period.
Purchased Transportation and Equipment Rent
Purchased transportation and equipment rent generally increases or decreases in proportion to the revenues generated through owner-operators and third-party capacity providers. Purchased transportation and equipment rent was $127.7 million for the twenty-six weeks ended July 4, 2026, compared to $161.3 million in the prior year period. The decrease was primarily attributable to lower transactional transportation volumes and a decrease in the mix of owner-operators versus employee drivers in certain intermodal operations.
Direct Personnel and Related Benefits
Direct personnel and related benefits expense was $341.0 million for the twenty-six weeks ended July 4, 2026, compared to $332.5 million in the prior year period. Trends in direct personnel and related benefits are generally correlated with operating facility requirements, headcount levels and labor utilization in our contract logistics segment, including value-added services and dedicated transportation, as well as the use of employee drivers in certain intermodal operations. The increase in the current year period was primarily attributable to certain new contract logistics programs, partially offset by fewer programs in our value-added rail services operations.
Operating Supplies and Expenses
Operating supplies and expenses include items such as fuel, maintenance, utilities, communications, equipment repairs, cost of materials and other operating costs. Operating supplies and expenses were $104.6 million for the twenty-six weeks ended July 4, 2026, compared to $101.7 million in the prior year period. The increase was primarily attributable to an increase in fuel expense on company tractors.
Commission Expense
Commission expense was $8.7 million for both the twenty-six week periods ended July 4, 2026 and June 28, 2025.
Occupancy Expense
Occupancy expense was $31.8 million for the twenty-six weeks ended July 4, 2026, compared to $23.1 million in the prior year period. The change was primarily attributable to additional properties being leased under our contract logistics segment.
General and Administrative Expense
General and administrative expense was $31.1 million for the twenty-six weeks ended July 4, 2026, compared to $27.2 million in the prior year period. The increase was primarily attributable to a reserve increase related to an outstanding legal matter during the period.
Insurance and Claims Expense
Insurance and claims expense was $25.1 million for the twenty-six weeks ended July 4, 2026, compared to $14.6 million in the prior year period. The increase was primarily attributable to an increase in reserves for auto liability claims related to ongoing matters, including those involving third-party broker carriers.
Depreciation and Amortization
Depreciation and amortization expense was $68.8 million for the twenty-six weeks ended July 4, 2026, compared to $71.7 million in the prior year period. Depreciation expense increased $2.6 million and amortization expense decreased $5.4 million. The increase in depreciation expense is primarily attributable to incremental fixed asset additions. The decrease in amortization is due to the previous impairment of certain customer-relationship intangible assets in our intermodal segment in the third quarter of 2025.
Gain on Disposal of Property and Equipment
Gain on disposal of property and equipment was $45.7 million for the twenty-six weeks ended July 4, 2026, compared to $0.0 million in the prior year period. The increase was primarily attributable to the gain recognized on the sale of our property located in Kearny, New Jersey to an affiliate.
Impairment Expense
Impairment expense was $3.9 million for the twenty-six weeks ended July 4, 2026, compared to $0.0 million in the prior year period. The increase was attributable to a non-cash impairment charge related to a group of tractors that are no longer expected to be utilized in operations.
Interest Expense, Net
Net interest expense was $20.3 million for the twenty-six weeks ended July 4, 2026, compared to $17.1 million in the prior year period. The increase reflects an increase in average interest rates on our outstanding borrowings. As of July 4, 2026, total outstanding borrowings were approximately $695.5 million, compared to $798.6 million as of June 28, 2025.
Other Non-Operating Income
Other non-operating income was $0.3 million for the twenty-six weeks ended July 4, 2026, compared to $0.7 million in the prior year period. The activity in other non-operating income is not material.
Income Tax Expense
Income tax expense was $7.3 million for the twenty-six weeks ended July 4, 2026, compared to income tax expense of $4.9 million in the prior year period. The increase in income tax expense can be attributed to increases in pre-tax income. Our effective income tax rate was 24.3% for the twenty-six weeks ended July 4, 2026, compared to 25.5% in the prior year period. The change in effective tax rate was due to a change in the mix of operating profits and losses between foreign and domestic tax jurisdictions.
We report our financial results in three reportable segments: contract logistics, intermodal and trucking. This presentation reflects the manner in which management evaluates the business, including the economic characteristics and operating performance of each segment. The following tables summarize information about our reportable segments for the thirteen weeksweek and twenty-six week periods ended AprilJuly 4, 2026 and MarchJune 29,28, 2025 (in thousands):
Thirteen Weeks Ended July 4, 2026 Compared to Thirteen Weeks Ended June 28, 2025
Contract Logistics
Operating revenues in our contract logistics segment were $269.5$271.4 million for the thirteen weeks ended AprilJuly 4, 2026, compared to $255.9$260.6 million in the prior year period. The change was primarily attributable to certain new value-added programs andprograms, increases in certain existing value-added program volumes, and strong dedicated transportation volumes. These increases were partially offset by fewer programs in our value-added rail services operations. Included in contract logistics segment revenues for the thirteen weeks ended AprilJuly 4, 2026, were separately identified fuel surcharges from dedicated transportation services of $7.9$10.5 million, compared to $8.6$7.3 million in the prior year period.
ULH insider buying and selling (Form 4)
Since 2026-04-11, insiders reported open-market purchases in 0 Form 4 filings and open-market sales in 0 filings. Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.
| Trade date | Insider | Transaction | Shares | Price | Value |
|---|---|---|---|---|---|
| 2026-05-08 | Belanger Grant Edward |
Grant/award | 958 | $13.04 | $12.5K |
Well-known investors holding ULH (13F)
None of the 59 investors we track reported a position in their latest 13F.