(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically ~~and posted on its corporate Web site, if any,~~ every Interactive Data File required to be submitted ~~and posted~~ pursuant to Rule 405 of Regulation S-T ~~(§232.405 of this chapter)~~ during the preceding 12 months (or for such shorter period that the registrant was required to submit ~~and post~~ such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated ~~filer”,~~filer,” “accelerated ~~filer”,~~filer,” “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The number of shares of the registrant’s common stock, no par value, outstanding as of November ~~3, 2017,~~8, 2021, was ~~28,391,197.~~26,919,455.

	September 30, 2017			December 31, 2016			October 2, 2021			December 31, 2020
Assets
Current assets:
Cash and cash equivalents	$	2,897		$	1,755		$	13,010		$	8,763
Marketable securities		14,648			14,359			7,805			6,534
Accounts receivable – net of allowance for doubtful accounts of $1,960 and $1,613, respectively		170,182			144,712
Accounts receivable – net of allowance for doubtful accounts of $6,925 and $5,140, respectively								326,303			259,154
Other receivables		14,543			15,438			24,172			22,422
Prepaid expenses and other								23,839			23,427
Due from affiliates		2,664			2,513			1,009			1,224
Prepaid income taxes		5,679			11,300
Prepaid expenses and other		17,519			17,374
Total current assets		228,132			207,451			396,138			321,524
Property and equipment – net of accumulated depreciation of $200,615 and $181,294, respectively		263,441			246,277
Property and equipment – net of accumulated depreciation of $323,264 and $298,789, respectively								345,519			364,795
Operating lease right-of-use asset								110,772			97,820
Goodwill		74,484			74,484			170,730			170,730
Intangible assets – net of accumulated amortization of $55,637 and $50,971, respectively		32,522			37,189
Intangible assets – net of accumulated amortization of $104,052 and $93,574, respectively								91,758			102,236
Deferred income taxes		164			164			2,159			2,159
Other assets		5,112			4,892			3,931			3,785
Total assets	$	603,855		$	570,457		$	1,121,007		$	1,063,049
Liabilities and Shareholders’ Equity
Current liabilities:
Accounts payable	$	100,793		$	65,945		$	112,856		$	97,916
Due to affiliates		6,601			4,597
Current portion of long-term debt								60,613			59,713
Current portion of operating lease liabilities								24,210			21,920
Accrued expenses and other current liabilities		24,808			19,765			41,225			39,588
Insurance and claims		35,478			19,754			29,751			25,022
Current portion of long-term debt		39,186			34,455
Due to affiliates								15,038			17,093
Income taxes payable								2,732			11,555
Total current liabilities		206,866			144,516			286,425			272,807
Long-term liabilities:
Long-term debt, net of current portion		204,354			226,812			382,976			400,407
Operating lease liabilities, net of current portion								90,949			78,093
Deferred income taxes		43,308			47,819			64,427			64,426
Other long-term liabilities		3,019			3,578			8,411			7,743
Total long-term liabilities		250,681			278,209			546,763			550,669
Shareholders' equity:
Common stock, no par value. Authorized 100,000,000 shares; 30,930,452 and 30,917,952 shares issued; 28,416,777 and 28,430,394 shares outstanding, respectively		30,932			30,919
Common stock, no par value. Authorized 100,000,000 shares; 30,986,702 and 30,979,827 shares issued; 26,919,455 and 26,912,580 shares outstanding, respectively								30,988			30,981
Paid-in capital		3,684			3,451			4,639			4,484
Treasury stock, at cost; 2,513,675 and 2,487,558 shares, respectively		(50,561	)		(50,044	)
Treasury stock, at cost; 4,067,247 shares								(82,385	)		(82,385	)
Retained earnings		163,812			166,033			342,699			293,643
Accumulated other comprehensive income (loss):
Unrealized holding gain on available-for-sale securities, net of income taxes of $1,584 and $1,512, respectively		2,825			2,679
Interest rate swaps, net of income taxes of $43 and $62, respectively		133			99
Accumulated other comprehensive (loss):
Interest rate swaps, net of income taxes of $(90) and $(142), respectively								(276	)		(476	)
Foreign currency translation adjustments		(4,517	)		(5,405	)		(7,846	)		(6,674	)
Total shareholders’ equity		146,308			147,732			287,819			239,573
Total liabilities and shareholders’ equity	$	603,855		$	570,457		$	1,121,007		$	1,063,049

	Thirteen Weeks Ended						Thirty-nine Weeks Ended						Thirteen Weeks Ended						Thirty-nine Weeks Ended
	September 30, 2017			October 1, 2016			September 30, 2017			October 1, 2016			October 2, 2021			October 3, 2020			October 2, 2021			October 3, 2020
Operating revenues:
Truckload services	$	82,812		$	72,127		$	231,046		$	215,775		$	65,458		$	52,212		$	184,040		$	151,633
Brokerage services		73,285			58,003			195,988			164,239			102,229			90,568			301,680			239,249
Intermodal services		39,057			36,366			113,713			108,040			121,018			94,543			331,336			287,746
Dedicated services		22,135			25,200			71,406			71,336			51,742			39,376			150,099			88,986
Value-added services		95,712			79,797			290,489			249,310			105,147			88,289			316,453			237,516
Total operating revenues		313,001			271,493			902,642			808,700			445,594			364,988			1,283,608			1,005,130
Operating expenses:
Purchased transportation and equipment rent		153,277			131,832			427,104			385,509			212,910			177,207			600,273			486,674
Direct personnel and related benefits		77,570			66,091			234,352			196,509			118,371			88,881			336,923			243,862
Operating supplies and expenses		28,306			25,725			88,757			75,810			43,811			31,001			113,616			78,658
Commission expense		8,503			8,217			24,284			24,668			9,086			6,756			24,980			18,950
Occupancy expense		7,504			8,075			23,001			23,772			9,336			8,674			26,905			26,489
General and administrative		8,968			7,501			23,421			21,337			10,998			8,586			29,866			24,090
Insurance and claims		20,562			4,949			35,958			13,607			7,912			4,926			19,982			14,655
Depreciation and amortization		11,795			9,076			33,663			26,757			16,456			16,894			51,880			54,942
Total operating expenses		316,485			261,466			890,540			767,969			428,880			342,925			1,204,425			948,320
(Loss) income from operations		(3,484	)		10,027			12,102			40,731
Income from operations														16,714			22,063			79,183			56,810
Interest income		29			15			67			141			8			13			41			37
Interest expense		(2,537	)		(2,093	)		(7,292	)		(6,297	)		(3,008	)		(3,518	)		(9,130	)		(11,188	)
Other non-operating income		721			170			1,253			420
(Loss) income before provision for income taxes		(5,271	)		8,119			6,130			34,995
Provision for income taxes		(1,966	)		3,122			2,378			13,474
Net (loss) income	$	(3,305	)	$	4,997		$	3,752		$	21,521
Other non-operating income (expense)														(112	)		(494	)		6,973			(3,289	)
Income before income taxes														13,602			18,064			77,067			42,370
Income tax expense														3,329			4,486			19,534			10,461
Net income													$	10,273		$	13,578		$	57,533		$	31,909
Earnings per common share:
Basic	$	(0.12	)	$	0.18		$	0.13		$	0.76		$	0.38		$	0.50		$	2.14		$	1.18
Diluted	$	(0.12	)	$	0.18		$	0.13		$	0.76		$	0.38		$	0.50		$	2.14		$	1.18
Weighted average number of common shares outstanding:
Basic		28,441			28,413			28,440			28,410			26,919			26,919			26,918			27,023
Diluted		28,444			28,413			28,440			28,410			26,928			26,922			26,932			27,023
Dividends declared per common share	$	0.07		$	0.07		$	0.21		$	0.21		$	0.105		$	-		$	0.315		$	0.105

	Thirty-nine Weeks Ended
	October 2, 2021			October 3, 2020
Cash flows from operating activities:
Net income	$	57,533		$	31,909
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		51,880			54,942
Noncash lease expense		19,557			21,972
(Gain) loss on marketable equity securities		(1,274	)		3,031
Gain on disposal of property and equipment		(1,006	)		(638	)
Amortization of debt issuance costs		360			441
Stock-based compensation		162			195
Provision for doubtful accounts		4,610			2,351
Deferred income taxes		(49	)		4,733
Change in assets and liabilities:
Trade and other accounts receivable		(74,031	)		(45,695	)
Prepaid expenses and other assets		(723	)		(4,739	)
Principal reduction in operating lease liabilities		(18,480	)		(21,360	)
Accounts payable, accrued expenses and other current liabilities, insurance and claims, and income taxes payable		16,131			28,974
Due to/from affiliates, net		(1,840	)		1,534
Other long-term liabilities		918			90
Net cash provided by operating activities		53,748			77,740
Cash flows from investing activities:
Capital expenditures		(26,235	)		(72,836	)
Proceeds from the sale of property and equipment		5,116			2,978
Purchases of marketable securities		(114	)		(361	)
Proceeds from sale of marketable securities		117			—
Payment of acquisition obligations		—			(1,295	)
Net cash used in investing activities		(21,116	)		(71,514	)
Cash flows from financing activities:
Proceeds from borrowing - revolving debt		303,078			296,794
Repayments of debt - revolving debt		(282,220	)		(298,191	)
Proceeds from borrowing - term debt		8,302			54,602
Repayments of debt - term debt		(46,051	)		(44,617	)
Borrowings under margin account		—			256
Repayments under margin account		—			(256	)
Dividends paid		(11,305	)		(5,731	)
Capitalized financing costs		—			(46	)
Purchases of treasury stock		—			(5,000	)
Net cash used in financing activities		(28,196	)		(2,189	)
Effect of exchange rate changes on cash and cash equivalents		(189	)		(3,086	)
Net increase in cash		4,247			951
Cash and cash equivalents – beginning of period		8,763			7,726
Cash and cash equivalents – end of period	$	13,010		$	8,677
Supplemental cash flow information:
Cash paid for interest	$	8,810		$	10,734
Cash paid for income taxes	$	29,423		$	3,108

	Common stock		Paid-in capital		Treasury stock			Retained earnings			Accumulated other comprehensive income (loss)			Total
Balances – December 31, 2019	$	30,972	$	4,298	$	(77,247	)	$	251,204		$	(4,010	)	$	205,217
Net income		—		—		—			12,163			—			12,163
Comprehensive income (loss)		—		—		—			—			(1,128	)		(1,128	)
Dividends ($0.105 per share)		—		—		—			(2,865	)		—			(2,865	)
Stock based compensation		9		186											195
Purchases of treasury stock		—		—		(4,919	)		—			—			(4,919	)
Balances - April 4, 2020		30,981		4,484		(82,166	)		260,502			(5,138	)		208,663
Net income		—		—		—			6,168			—			6,168
Comprehensive income (loss)		—		—		—			—			1,800			1,800
Purchases of treasury stock		—		—		(81	)		—			—			(81	)
Balances - July 4, 2020		30,981		4,484		(82,247	)		266,670			(3,338	)		216,550
Net income		—		—		—			13,578			—			13,578
Comprehensive income (loss)		—		—		—			—			(2,500	)		(2,500	)
Balances – October 3, 2020	$	30,981	$	4,484	$	(82,247	)	$	280,248		$	(5,838	)	$	227,628

Balances – December 31, 2020	$	30,981	$	4,484	$	(82,385	)	$	293,643		$	(7,150	)	$	239,573
Net income		—		—		—			21,656			—			21,656
Comprehensive income (loss)		—		—		—			—			1,200			1,200
Dividends ($0.105 per share)		—		—		—			(2,826	)		—			(2,826	)
Stock based compensation		7		155											162
Balances - April 3, 2021		30,988		4,639		(82,385	)		312,473			(5,950	)		259,765
Net income		—		—		—			25,604			—			25,604
Comprehensive income (loss)		—		—		—			—			(636	)		(636	)
Dividends ($0.105 per share)		—		—		—			(2,825	)		—			(2,825	)
Balances - July 3, 2021		30,988		4,639		(82,385	)		335,252			(6,586	)		281,908
Net income		—		—		—			10,273			—			10,273
Comprehensive income (loss)		—		—		—			—			(1,536	)		(1,536	)
Dividends ($0.105 per share)		—		—		—			(2,826	)		—			(2,826	)
Balances –October 2, 2021	$	30,988	$	4,639	$	(82,385	)	$	342,699		$	(8,122	)	$	287,819

Thirty-nine Weeks Ended

September 30,
2017

October 1,
2016

Cash flows from operating activities:

Net income

$
3,752

$
21,521

Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation and amortization

33,663

26,757

Gain on sale of marketable equity securities

(923
)

(53
)
Gain on disposal of property and equipment

(198
)

(353
)
Amortization of debt issuance costs

241

227

Stock-based compensation

246

298

Provision for doubtful accounts

1,683

1,369

Deferred income taxes

(4,771
)

(251
)
Change in assets and liabilities:

Trade and other accounts receivable

(25,242
)

(6,558
)
Prepaid income taxes, prepaid expenses and other assets

5,833

(5,962
)
Accounts payable, accrued expenses and other current liabilities, and insurance
and claims

54,779

23,608

Due to/from affiliates, net

1,848

2,251

Other long-term liabilities

(482
)

(1,912
)
Net cash provided by operating activities

70,429

60,942

Cash flows from investing activities:

Capital expenditures

(46,677
)

(78,651
)
Proceeds from the sale of property and equipment

714

2,225

Purchases of marketable securities

(401
)

(13
)
Proceeds from sale of marketable securities

1,261

358

Net cash used in investing activities

(45,103
)

(76,081
)
Cash flows from financing activities:

Proceeds from borrowing - revolving debt

223,723

140,494

Repayments of debt - revolving debt

(232,973
)

(150,129
)
Proceeds from borrowing - term debt

24,734

85,313

Repayments of debt - term debt

(33,452
)

(63,657
)
Payment of capital lease obligations

(77
)

(1,758
)
Dividends paid

(5,973
)

(5,965
)
Capitalized financing costs

—

(396
)
Purchases of treasury stock

(517
)

(26
)
Net cash (used in) provided by financing activities

(24,535
)

3,876

Effect of exchange rate changes on cash and cash equivalents

351

(123
)
Net increase (decrease) in cash

1,142

(11,386
)
Cash and cash equivalents – beginning of period

1,755

12,930

Cash and cash equivalents – end of period

$
2,897

$
1,544

Supplemental cash flow information:

Cash paid for interest

$
6,758

$
5,724

Cash paid for income taxes

$
1,628

$
18,398

The accompanying unaudited consolidated financial statements of Universal Logistics Holdings, Inc. ~~(“Universal”~~and its wholly owned subsidiaries (collectively, “Universal” or the “Company”)~~, and its wholly-owned subsidiaries,~~ have been prepared by the Company’s management. In the opinion of management, the unaudited consolidated financial statements include all normal recurring adjustments necessary to present fairly the information required to be set forth therein. All intercompany transactions and balances have been eliminated in consolidation. Certain information and note disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles have been condensed or omitted from these statements pursuant to such rules and regulations and, accordingly, should be read in conjunction with the consolidated financial statements as of December 31, ~~2016~~2020 and ~~2015~~2019 and for each of the years in the three-year period ended December 31, ~~2016~~2020 included in the Company’s Form 10-K filed with the Securities and Exchange Commission. The preparation of the consolidated financial statements requires the use of management’s estimates. Actual results could differ from those estimates.

Our fiscal year ends on December 31 and consists of four quarters, each with thirteen weeks.

In March of 2020, the World Health Organization declared the coronavirus outbreak (COVID-19) a pandemic. The Company remains committed to doing its part to protect its employees, customers, vendors and the ~~prior~~general public from the spread of COVID-19. We will continue to adapt our operations as required to ensure safety while continuing to provide a high level of service to our customers.

The Company makes estimates and assumptions that affect reported amounts and disclosures included in its financial statements ~~in order for them~~and accompanying notes and assesses certain accounting matters that require consideration of forecasted financial information. The Company's assumptions about future conditions important to ~~conform~~these estimates and assumptions are subject to ~~the September 30, 2017 presentation,~~uncertainty, including the ~~reclassification~~impacts of ~~revenue categories~~the COVID-19 pandemic.

Although we estimate COVID-19 had the largest impact on our business during the second quarter 2020, we are unable to ~~reflect Universal’s service offering. These reclassifications had no effect~~predict with any certainty the future impact COVID-19 may have on ~~reported consolidated net income, comprehensive income, earnings per common share, cash flows, total assets, or stockholders' equity~~our operational and financial performance. The Company will continue to monitor these conditions in future periods as ~~previously reported.~~

At September 30, 2017 and December 31, 2016, marketable securities, all of which are available-for-sale, consist of common and preferred stocks. Marketable securities are carried at fair value, with unrealized gains and losses, net of related income taxes, reported as accumulated other comprehensive income, except for losses from impairments which are determined to be other-than-temporary. Realized gains and losses, and declines in value judged to be other-than-temporary on available-for-sale securities are included inIn March 2020, the ~~determination of net income and are included in other non-operating income (expense)~~FASB issued ASU No. 2020-04 (“ASU 2020-04”), at which time the average cost basis of these securities are adjusted to fair value. Fair values are based on quoted market prices at the reporting date. Interest and dividends on available-for-sale securities are included in other non-operating income (expense).

~~The cost, gross unrealized holding gains, gross unrealized holding losses, and fair value of available-for-sale securities by type were as follows (in thousands)~~Reference Rate Reform (Topic 848):

Included in equity securities at September 30, 2017 are securities with a fair value of $2.4 million with a cumulative loss position of $0.6 million, the impairment of which we consider to be temporary. We consider several factors in our determination as to whether declines in value are judged to be temporary or other-than-temporary, including the severity and duration “Facilitation of the ~~decline, the financial condition and near-term prospects~~Effects of ~~the specific issuers and the industries in which they operate, and our intent and ability~~Reference Rate Reform on Financial Reporting.” The ASU was issued to ~~hold these securities. We may incur future impairment charges if declines in market values continue and/or worsen and impairments are no longer considered temporary.~~

The fair value and gross unrealized holding losses of our marketable securities that are not deemed to be other-than-temporarily impaired aggregated by type and length of time they have been in a continuous unrealized loss position were as follows (in thousands):

Our portfolio of equity securities in a continuous loss position, the impairment of which we consider to be temporary, consists primarily of common stocks in the oil and gas, banking, communications, tobacco, and transportation industries. The fair value and unrealized losses are distributed in 21 publicly traded companies, with no single industry or company representing a material or concentrated unrealized loss. We have evaluated the near-term prospects of the various industries, as well as the specific issuers within our portfolio, in relation to the severity and duration of the impairments, and based on that evaluation, as well as our ability and intent to hold these investmentsprovide optional guidance for a ~~reasonable~~limited period of time to ~~allow~~ease the potential burden in accounting for reference rate reform on financial reporting. ASU 2020-04 is effective as of March 12, 2020 through December 31, 2022. The Company has evaluated the provisions of this standard and determined that it is applicable to our primary term loan and revolving credit facility, real estate promissory notes and investment margin credit facility. The London Interbank Offered Rate (“LIBOR”) is the basis for interest charges on outstanding borrowings for both our line of credit and investment margin account. The scheduled discontinuation of LIBOR is not expected to materially alter any provisions of either of these debt instruments, except for the identification of a ~~recovery~~replacement reference rate. The Company has evaluated the new guidance and does not expect it to have a material impact on its financial condition, results of ~~fair value, we do not consider these investments~~operations, or cash flows.

In June 2016, the FASB issued ASU 2016-13 (“ASU 2016-13”), Accounting for Credit Losses (Topic 326). ASU 2016-13 requires the use of an “expected loss” model on certain types of financial instruments. The standard also amends the impairment model for available-for-sale debt securities and requires estimated credit losses to be ~~other-than-temporarily impaired at September 30, 2017.~~

~~Accrued expenses and other current liabilities is comprised~~recorded as allowances instead of reductions to amortized cost of the ~~following (in thousands):~~

securities. The new standard will become effective for us beginning with the first quarter 2023. The Company is evaluating the new guidance but does not expect it to have a material impact on our consolidated financial statements.

The Company broadly groups its services into the following categories: truckload, brokerage, intermodal, dedicated and value-added. We disaggregate these categories and report our service lines separately on the Consolidated Statements of Income.

Truckload services include dry van, flatbed, heavy-haul and refrigerated operations. We transport a wide variety of general commodities, including automotive parts, machinery, building materials, paper, food, consumer goods, furniture, steel and other metals on behalf of customers in various industries. Truckload services also include our final mile and ground expedited services.

To complement our available capacity, we provide customers freight brokerage services by utilizing third-party transportation providers to move freight. Brokerage services also include full-service domestic and international freight forwarding and customs brokerage.

Intermodal services include rail-truck, steamship-truck and support services. Our intermodal support services are primarily short- to medium-distance delivery of rail and steamship containers between the railhead or port and the customer and drayage services.

Dedicated services are primarily provided in support of automotive and retail customers using van equipment. Our dedicated services are primarily short-run or round-trip moves within a defined geographic area.

Transportation services are short-term in nature; agreements governing their provision generally have a term of less than one year. They do not contain significant financing components. The Company recognizes revenue over the period transportation services are provided to the customer, including service performed as of the end of the reporting period for loads currently in-transit, in order to recognize the value that is transferred to a customer over the course of the transportation service.

We determine revenue in-transit using the input method, under which revenue is recognized based on the duration of time that has lapsed from the departure date (start of transportation services) to the arrival date (completion of transportation services). Measurement of revenue in-transit requires the application of significant judgment. We calculate the estimated percentage of an order’s transit time that is complete at period end, and we apply that percentage of completion to the order’s estimated revenue.

Value-added services, which are typically dedicated to individual customer requirements, include material handling, consolidation, sequencing, sub-assembly, cross-dock services, kitting, repacking, warehousing and returnable container management. Value-added revenues are substantially driven by the level of demand for outsourced logistics services. Major factors that affect value-added service revenue include changes in manufacturing supply chain requirements and production levels in specific industries, particularly the North American automotive and Class 8 heavy-truck industries.

Revenue is recognized as control of the promised goods or services is transferred to our customers, in an amount that reflects the consideration the Company expects to receive in exchange for its services. We have elected to use the “right to invoice” practical expedient to recognize revenue, reflecting that a customer obtains the benefit associated with value-added services as they are provided. The contracts in our value-added services businesses are negotiated agreements, which contain both fixed and variable components. The variability of revenues is driven by volumes and transactions, which are known as of an invoice date. Value-added service contracts typically have terms that extend beyond one year, and they do not include financing components.

The following table provides information related to contract balances associated with our contracts with customers (in thousands):

We generally receive payment for performance obligations within 45 days of completion of transportation services and 65 days for completion of value-added services. Contract assets in the table above generally relate to revenue in-transit at the end of the reporting period.

The Company accounts for its marketable equity securities in accordance with ASC Topic 321 “Investments- Equity Securities.” ASC Topic 321 requires companies to measure equity investments at fair value, with changes in fair value recognized in net income. The Company’s investments in marketable securities consist of equity securities with readily determinable fair values. The cost of securities sold is based on the specific identification method, and interest and dividends on securities are included in non-operating income (expense).

Marketable equity securities are carried at fair value, with gains and losses in fair market value included in the determination of net income. The fair value of marketable equity securities is determined based on quoted market prices in active markets, as described in Note 7.

The following table sets forth market value, cost, and unrealized gains (losses) on equity securities (in thousands):

The following table sets forth the gross unrealized gains and losses on the Company’s marketable securities (in thousands):

The following table shows the Company’s net realized gains (loss) on marketable equity securities (in thousands):

During the thirteen-week and thirty-nine week periods ended October 2, 2021, our marketable equity securities portfolio experienced a net unrealized pre-tax (loss) gain in market value of approximately $(110,000) and $1,249,000, respectively, which was reported in other non-operating income (expense) for the period.

During the thirteen-week and thirty-nine week periods ended October 3, 2020, our marketable equity securities portfolio experienced a net unrealized pre-tax (loss) in market value of approximately $(497,000) and $(3,031,000), respectively, which was reported in other non-operating income (expense) for the period.

Accrued expenses and other current liabilities are comprised of the following (in thousands):

	Interest Rates at September 30, 2017		September 30, 2017			December 31, 2016			Interest Rates at October 2, 2021	October 2, 2021			December 31, 2020
Outstanding Debt:
ABL Facility (1)	2.99% to 5.00%		$	65,350		$	71,600
Westport Facility (2)
Credit and Security Agreement (1)
Term Loan		4.24%		26,994			34,000		1.58%	$	122,812		$	131,250
Revolver		3.74%		—			3,000		1.58%		172,184			151,326
Equipment Financing (3)	3.18% to 4.11%			106,777			104,607
Real Estate Financing (4)		3.48%		45,761			49,643
Margin Facility (5)		2.34%		—			—
Equipment Financing (2)									2.25% to 5.13%		106,238			129,870
Real Estate Financing (3)									1.93% to 2.33%		43,569			49,248
Margin Facility (4)									1.18%		—			—
Unamortized debt issuance costs				(1,342	)		(1,583	)			(1,214	)		(1,574	)
				243,540			261,267				443,589			460,120
Less current portion of long-term debt				39,186			34,455				60,613			59,713
Total long-term debt, net of current portion			$	204,354		$	226,812			$	382,976		$	400,407

(4) Our Margin Facility is a short-term line of credit secured by our portfolio of marketable securities. It bears interest at LIBOR plus 1.10%. The amount available under the line of credit is based on a percentage of the market value of the underlying securities. At October 2, 2021, the maximum available borrowings under the line of credit were $4.2 million.

FASB ~~Accounting Standards Codification, or~~ ASC Topic 820, “Fair Value Measurements and Disclosures,”, defines fair value as the exchange price that would be received for an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date and expanded disclosures with respect to fair value measurements.

FASB ASC Topic 820 also establishes a three-level fair value hierarchy that prioritizes the inputs used to measure fair value. This hierarchy requires entities to maximize the use of observable inputs and minimize the use of unobservable inputs. The three levels of inputs used to measure fair value are as follows:

We have segregated all financial assets and liabilities that are measured at fair value on a recurring basis into the most appropriate level within the fair value hierarchy based on the inputs used to determine the fair value at the measurement date in the tables below (in thousands):

	September 30, 2017								October 2, 2021
	Level 1		Level 2		Level 3		Fair Value Measurement		Level 1		Level 2		Level 3		Fair Value Measurement
Assets
Cash equivalents	$	8	$	—	$	—	$	8	$	5	$	—	$	—	$	5
Marketable securities		14,648		—		—		14,648		7,805		—		—		7,805
Total									$	7,810	$	—	$	—	$	7,810

Liabilities
Interest rate swaps		—		177		—		177	$	—	$	366	$	—	$	366
Total	$	14,656	$	177	$	—	$	14,833	$	—	$	366	$	—	$	366

	December 31, 2016								December 31, 2020
	Level 1		Level 2		Level 3		Fair Value Measurement		Level 1		Level 2		Level 3		Fair Value Measurement
Assets
Cash equivalents	$	4	$	—	$	—	$	4	$	9	$	—	$	—	$	9
Marketable securities		14,359		—		—		14,359		6,534		—		—		6,534
Total									$	6,543	$	—	$	—	$	6,543

Liabilities
Interest rate swaps		—		161		—		161	$	—	$	619	$	—	$	619
Total	$	14,363	$	161	$	—	$	14,524	$	—	$	619	$	—	$	619

The valuation techniques used to measure fair value for the items in the tables above are as follows:

Our ~~revolving credit and term loan agreements~~Credit Agreement and our ~~real estate promissory notes~~Real Estate Financing consist of variable rate borrowings. We categorize ~~borrowings under~~ these ~~credit agreements~~borrowings as Level 2 in the fair value hierarchy. The carrying ~~values~~value of these borrowings approximate fair value because the applicable interest rates are adjusted frequently based on short-term market rates.

For our ~~equipment promissory notes,~~Equipment Financing, the fair values are estimated using discounted cash flow analyses, based on our current incremental borrowing rates for similar types of borrowing arrangements. We categorize these borrowings ~~under this credit agreement~~ as Level 2 in the fair value hierarchy. The carrying value and estimated fair value of these promissory notes at ~~September 30, 2017~~October 2, 2021 is summarized as follows:

On January 1, 2019, we adopted ASU 2016-02, Leases, which required us to recognize a right-of-use asset and a corresponding lease liability on our balance sheet for most leases classified as operating leases under previous guidance. Right-of-use assets represent our right to use an underlying asset over the lease term and lease liabilities represent the obligation to make lease payments resulting from the lease agreement. We recognize a right-of-use asset and a lease liability on the effective date of a lease agreement.

As of October 2, 2021, our obligations under operating lease arrangements primarily related to the rental of office space, warehouses, freight distribution centers, terminal yards and equipment. Our lease obligations typically do not include options to purchase the leased property, nor do they contain residual value guarantees or material restrictive covenants. Options to extend or terminate an agreement are included in the lease term when it becomes reasonably certain the option will be exercised. As of October 2, 2021, we were not reasonably certain of exercising any renewal or termination options, and as such, no adjustments were made to the right-of-use lease assets or corresponding liabilities.

We did not separate lease and nonlease components of contracts for purposes of determining the right-of use lease asset and corresponding liability. Variable lease components that do not depend on an index or a rate, and variable nonlease components were also not contemplated in the calculation of the right-of-use asset and corresponding liability. For facility leases, variable lease costs include the costs of common area maintenance, taxes, and insurance for which we pay the lessors an estimate that is adjusted to actual expense on a quarterly or annual basis depending on the underlying contract terms. For equipment leases, variable lease costs may include additional fees associated with using equipment in excess of estimated amounts. Leases with an initial term of 12 months or less, short-term leases, are not recorded on the balance sheet. Lease expense for short-term and long-term operating leases is recognized on a straight-line basis over the lease term.

The following table summarizes our lease costs for the thirteen weeks and thirty-nine weeks ended October 2, 2021 and October 3, 2020 (in thousands):

	Thirteen weeks ended October 2, 2021
	With Affiliates		With Third Parties			Total
Lease cost
Operating lease cost	$	2,431	$	5,672		$	8,103
Short-term lease cost		15		2,497			2,512
Variable lease cost		220		609			829
Sublease income		-		(224	)		(224	)
Total lease cost	$	2,666	$	8,554		$	11,220

	Thirteen weeks ended October 3, 2020
	With Affiliates		With Third Parties			Total
Lease cost
Operating lease cost	$	2,696	$	5,825		$	8,521
Short-term lease cost		80		1,801			1,881
Variable lease cost		41		951			992
Sublease income		-		(1,723	)		(1,723	)
Total lease cost	$	2,817	$	6,854		$	9,671

The following table summarizes other lease related information as of and for the thirty-nine week periods ended October 2, 2021 and October 3, 2020 (in thousands):

	October 2, 2021
	With Affiliates			With Third Parties			Total
Other information
Cash paid for amounts included in the measurement of operating leases	$	7,173		$	16,741		$	23,914
Right-of-use assets obtained in exchange for new operating lease liabilities	$	10,235		$	24,655		$	34,890
Right-of-use asset change due to lease termination	$	-		$	(875	)	$	(875	)
Future right-of-use asset change due to lease signed with a future commencement date	$	-		$	10,926		$	10,926
Weighted-average remaining lease term (in years)		5.8			4.6			5.0
Weighted-average discount rate		6.5	%		5.1	%		5.6	%

	October 3, 2020
	With Affiliates			With Third Parties			Total
Other information
Cash paid for amounts included in the measurement of operating leases	$	7,719		$	17,169		$	24,888
Right-of-use assets obtained in exchange for new operating lease liabilities	$	15,985		$	16,984		$	32,969
Right-of-use asset change due to lease termination	$	-		$	(1,584	)	$	(1,584	)
Weighted-average remaining lease term (in years)		6.1			4.6			5.2
Weighted-average discount rate		6.7	%		4.5	%		5.5	%

Future minimum lease payments under these operating leases as of October 2, 2021, are as follows (in thousands):

CenTra, Inc. (“CenTra”), an affiliate of the Company that is owned by our controlling shareholder, provides administrative support services to Universal in the ordinary course of business, including legal, human resources, ~~tax, and~~ IT infrastructure and ~~related~~other requested services. The cost of these services is based on the actual or estimated utilization of the specific service.

Universal also purchases other services from ~~affiliates.~~affiliates owned by our controlling shareholder, including CenTra. Following is a schedule of ~~cost~~costs incurred and included in operating expenses for services provided by affiliates for the thirteen weeks and thirty-nine weeks ended ~~September 30, 2017~~October 2, 2021 and October ~~1, 2016~~3, 2020, respectively (in thousands):

	Thirteen weeks ended				Thirty-nine weeks ended				Thirteen weeks ended				Thirty-nine weeks ended
	September 30, 2017		October 1, 2016		September 30, 2017		October 1, 2016		October 2, 2021		October 3, 2020		October 2, 2021		October 3, 2020

Administrative support services	$	572	$	548	$	1,702	$	1,906	$	1,114	$	743	$	3,112	$	1,274
Truck fuel, tolls and maintenance		645		619		1,912		1,864		270		234		681		644
Real estate rent and related costs		4,230		4,218		12,947		12,458		2,541		4,878		8,811		11,692
Insurance and employee benefit plans		14,010		12,496		43,511		34,802		9,674		15,411		32,977		35,918
Purchased transportation and equipment rent		20		4		35		230		11		5		30		17
Total	$	19,477	$	17,885	$	60,107	$	51,260	$	13,610	$	21,271	$	45,611	$	49,545

We pay CenTra and related affiliates the direct variable cost of maintenance, fueling and other operational support costs for services delivered at our affiliate’s trucking terminals that are geographically remote from our own facilities. Such costs are billed when incurred, paid on a routine basis, and reflect actual labor utilization, repair parts costs or quantities of fuel purchased. In connection with our transportation services, we also pay tolls and other fees for international bridge crossings to certain related entities which are under common control with CenTra.

We also lease 28 facilities ~~leased~~ from ~~affiliates. At 35 facilities,~~related parties. Our occupancy is based on either month-to-month or contractual, multi-year lease arrangements ~~which~~that are billed and paid monthly. Leasing properties ~~provided by an affiliate that owns~~from a ~~substantial commercial property portfolio~~related party affords us significant operating ~~flexibility. However,~~flexibility; however, we are not limited to such arrangements. See Note 8, “Leases” for further information regarding the cost of leased properties.

We purchase workers’ compensation, property and casualty, cargo, warehousing and other general liability insurance from an insurance company ~~controlled~~owned by our ~~majority shareholders.~~controlling shareholder. Our employee health care benefits and 401(k) programs are also provided by this affiliate.

Other services from affiliates, including contracted transportation services, are delivered to us on a ~~per-transaction-basis~~per-transaction basis or pursuant to separate contractual arrangements provided in the ordinary course of business. At ~~September 30, 2017~~October 2, 2021 and December 31, ~~2016,~~2020, amounts due to affiliates were ~~$6.6~~$15.0 million and ~~$4.6~~$17.1 million, respectively. In our Consolidated Balance Sheets, we record our insured claims liability and the related recovery from an affiliate insurance provider in insurance and claims, and other receivables. At ~~September 30, 2017~~October 2, 2021 and December 31, ~~2016,~~2020, there were ~~$7.5~~$14.6 million and ~~$8.7~~$13.3 million, respectively, included in each of these accounts for insured claims.

We made purchases of used equipment from an affiliate during the thirty-nine weeks ended September 30, 2017, totaling $1.8 million, and also purchased wheels and tires from an affiliate for new trailering equipment totaling $1.8 million during the same period. During the thirty-nine weeks ended October 1, 2016, we contracted with an affiliate to provide real property improvements ~~to us~~during the thirty-nine weeks ended October 2, 2021 totaling ~~$1.0 million, and also~~$956,000. During the thirty-nine weeks ended October 3, 2020, we purchased wheels and tires ~~for new trailering equipment totaling $1.4 million and an additional $0.2 million in revenue equipment components~~ from an affiliate ~~during the same period.~~totaling $618,000.

We periodically assist our affiliates by providing selected transportation and logistics services in connection with their specific customer contracts or purchase orders. Following is a schedule of ~~revenues generated from~~ services provided to affiliates for the thirteen weeks and thirty-nine weeks ended ~~September 30, 2017~~October 2, 2021 and October ~~1, 2016~~3, 2020 (in thousands):

	Thirteen weeks ended				Thirty-nine weeks ended				Thirteen weeks ended				Thirty-nine weeks ended
	September 30, 2017		October 1, 2016		September 30, 2017		October 1, 2016		October 2, 2021		October 3, 2020		October 2, 2021		October 3, 2020
Purchased transportation and equipment rent	$	187	$	284	$	737	$	626	$	247	$	194	$	505	$	550
Total	$	187	$	284	$	737	$	626	$	247	$	194	$	505	$	550

At ~~September 30, 2017~~October 2, 2021 and December 31, ~~2016,~~2020, amounts due from affiliates were ~~$2.7~~$1.0 million and ~~$2.5~~$1.2 million, respectively.

Thirteen weeks ended

Thirty-nine weeks ended

September 30,
2017

October 1,
2016

September 30,
2017

October 1,
2016

Unrealized holding gain (loss) on available-for-sale
   investments arising during the period:

Gross amount

$
846

$
(224
)

$
1,140

$
739

Income tax (expense) benefit

(312
)

77

(423
)

(272
)
Net of tax amount

$
534

$
(147
)

$
717

$
467

Realized (gains) on available-for-sale
   investments reclassified into income:

Gross amount

$
(618
)

$
(52
)

$
(923
)

$
(91
)
Income tax expense

231

23

352

38

Net of tax amount

$
(387
)

$
(29
)

$
(571
)

$
(53
)

Unrealized holding loss (gain) on interest rate swaps
   arising during the period:

Gross amount

$
50

$
73

$
16

$
(627
)
Income tax benefit (expense)

5

(28
)

18

238

Net of tax amount

$
55

$
45

$
34

$
(389
)

Foreign currency translation adjustments

$
713

$
(293
)

$
888

$
(990
)

On April 23, 2014, our Board of Directors adopted ~~the~~our 2014 Amended and Restated Stock Incentive ~~Plan, or the~~ Plan. The Plan was approved ~~by our shareholders~~ at the 2014 ~~Annual Meeting~~annual meeting of shareholders and became effective as of the date ~~it was~~our Board adopted ~~by the Board of Directors.~~it. The 2014 Plan replaced our 2004 Stock Incentive Plan and carried forward the shares of common stock that remained available for issuance under the 2004 ~~Stock Incentive~~ Plan. The grants under the Plan may be made in the form of ~~stock~~ options, restricted stock ~~bonuses,~~awards, restricted stock purchase rights, stock appreciation rights, phantom stock units, restricted stock units or shares of unrestricted common stock. ~~Restricted~~

On September 9, 2021, the Company granted 2,355 shares of restricted stock ~~awards currently outstanding under~~to an employee of the ~~2004 Stock Incentive Plan~~Company. The restricted stock award has a fair value of $20.46 per share, based on the closing price of the Company’s stock on the grant date. The shares will ~~remain outstanding~~vest in ~~accordance~~five equal increments on each August 9 in 2022, 2023, 2024, 2025 and 2026, subject to continued employment with the ~~terms of that plan.~~ Company.

On February ~~22, 2017, February 24, 2016, April 29, 2015 and March~~ 5, ~~2015,~~2020, the Company granted ~~10,000, 10,000, 20,000 and 10,000~~5,000 shares ~~respectively,~~of restricted stock to our Chief Financial Officer. The restricted stock award has a fair value of $17.74 per share, based on the closing price of the Company’s stock on the grant date. The shares will vest on February 20, 2024, subject to his continued employment with the Company.

On January 10, 2020, the Company granted 60,000 shares of restricted stock to our Chief Executive Officer. The restricted stock ~~grants have~~award has a fair ~~values~~value of ~~$13.45~~$18.82 per share, ~~$15.55 per share, $22.03 per share, and $25.18 per share, respectively,~~ based on the closing price of the Company’s stock on ~~each~~the grant date. The shares ~~vested 25% immediately on the grant dates, and an additional 25%~~ will vest in ~~three equal~~ installments ~~with the final vesting~~of 20,000 shares on ~~March 5, 2020,~~January 10, 2024 and January 10, 2026, and installments of 10,000 shares on January 10, 2027 and January 10, 2028, subject to his continued employment with the ~~company.~~Company.

On ~~December 23, 2015,~~February 20, 2019, the Company granted ~~50,000~~44,500 shares of restricted stock to certain of its employees, including 10,000 shares to our Chief Financial Officer. The restricted stock ~~grants~~awards have a grant date fair value of ~~$14.93~~$23.56 per share, based on the closing price of the Company’s stock, ~~of which 25% vested immediately,~~ and ~~an additional 25% will~~any non-vested shares under the awards vest in ~~three~~four equal increments on each ~~December~~February 20 in ~~2016, 2017~~2020, 2021, 2022 and ~~2018.~~2023.

~~On December 20, 2012, the Company granted 178,137 shares of restricted stock~~16

Notes to certain of its employees. The restricted stock grants had a grant date fair value of $16.42 per share, based on the closing price of the Company’s stock, of which 25% vested immediately and an additional 20% vested on each anniversary of the grant through December 20, 2016.Unaudited Consolidated Financial Statements - Continued

The vesting of restricted stock awards to a grantee may be accelerated under certain conditions, including retirement.

The following table summarizes the status of the Company’s non-vested shares and related information for the period indicated:

	Shares			Weighted Average Grant Date Fair Value		Shares			Weighted Average Grant Date Fair Value
Non-vested at January 1, 2017		45,000		$	17.75
Non-vested at January 1, 2021							85,625		$	19.90
Granted		10,000		$	13.45		2,355		$	20.46
Vested		(12,500	)	$	19.65		(6,875	)	$	23.56
Forfeited		—		$	—		—		$	-
Balance at September 30, 2017		42,500		$	16.22
Balance at October 2, 2021							81,105		$	19.60

In each of the thirty-nine week periods ended ~~September 30, 2017~~October 2, 2021 and October ~~1, 2016,~~3, 2020, the total grant date fair value of vested shares recognized as compensation costs was $0.2 million. As of ~~September 30, 2017,~~October 2, 2021, there was approximately ~~$0.7~~$1.6 million of total unrecognized compensation cost related to non-vested share-based compensation arrangements. That cost is expected to be recognized on a straight-line basis over the remaining vesting period. As a result, the Company expects to recognize stock-based compensation expense of ~~$0.1~~$0.2 million ~~during the remainder~~in each year of ~~2017,~~2022 and 2023, $0.4 million ~~$0.1 million, and~~in 2024, $0.1 million in ~~2018, 2019,~~2025, $0.3 million in 2026, and ~~2020, respectively.~~

Basic earnings per common share amounts are based on the weighted average number of common shares outstanding, excluding outstanding non-vested restricted stock. Diluted earnings per common share include dilutive common stock equivalents determined by the treasury stock method. For the thirteen weeks and thirty-nine weeks ended ~~September 30, 2017,~~October 2, 2021, there were ~~2,841~~8,604 and ~~610~~13,433 weighted average non-vested shares of restricted stock, respectively, included in the denominator for the calculation of diluted earnings per ~~share, respectively. In each of~~share. For the thirteen weeks and thirty-nine weeks ended October ~~1, 2016, there were zero weighted average non-vested~~3, 2020, 0 shares of non-vested restricted stock were included in the denominator for the calculation of diluted earnings per share.

In each of the thirteen weeks and thirty-nine weeks ended ~~September 30, 2017, 35,000 and 7,500~~October 2, 2021, we excluded 13,750 shares of non-vested restricted stock ~~respectively, were excluded~~ from the calculation of diluted earnings per share because such shares were anti-dilutive. In each of the thirteen weeks and thirty-nine weeks ended October ~~1, 2016, 68,225~~3, 2020, we excluded 85,625 shares of non-vested restricted stock ~~were excluded~~ from the calculation of diluted earnings per share because such shares were anti-dilutive.

On July ~~27, 2017,~~29, 2021, our Board of Directors declared a ~~quarterly~~ cash dividend of ~~$0.07~~$0.105 per share of common stock, payable on October 4, 2021 to shareholders of record at the close of business on ~~August 7, 2017 and paid on August 17, 2017.~~September 6, 2021. Declaration of future cash dividends is subject to final determination by the Board of Directors each quarter after its review of our financial condition, results of operations, capital requirements, any legal or contractual restrictions on the payment of dividends and other factors the Board of Directors deems relevant.

WeIn December 2020, we changed the way we aggregate our business units and adopted a new segment reporting structure. As part of the new structure, we separated our previous transportation segment into 3 reportable segments: trucking, intermodal, and company-managed brokerage. In addition, we changed the name of our previous logistics segment to contract logistics. As a result, we now report our financial results in ~~two~~4 distinct reportable ~~segments, the transportation segment~~segments: contract logistics, intermodal, trucking, and ~~the logistics segment,~~company-managed brokerage, which are based primarily on the ~~nature of the underlying customer commitment and the types of investments required to support these commitments.~~services each segment provides. This presentation reflects the manner in which management evaluates our operating segments, including an evaluation of economic characteristics and applicable aggregation criteria.

Operations aggregated in our contract logistics segment deliver value-added and/or dedicated transportation services to support in-bound logistics to original equipment manufacturers (OEMs) and major retailers on a contractual basis, generally pursuant to terms of one year or longer. Our intermodal segment is associated with local and regional drayage moves coordinated by company-managed terminals using a mix of owner-operators, company equipment and third-party capacity providers (broker carriers). Operations aggregated in our trucking segment are associated with individual freight shipments coordinated by our agents and company-managed terminals using a mix of owner-operators, company equipment and ~~specialized services~~broker carriers. Our company-managed brokerage segment provides for the pick-up and delivery of individual freight shipments using broker carriers, coordinated by our company-managed operations. In contrast, operations aggregated in our logistics segment deliver value-added services or transportation services to specific customers on a dedicated basis, generally pursuant to contract terms of one year or longer. Other non-reportable ~~operating~~ segments are comprised of the Company’s subsidiaries that provide support services to other ~~subsidiaries~~subsidiaries.

Separate balance sheets are not prepared by segment, and we do not provide asset information by segment to ~~owner-operators, including shop maintenance and equipment leasing.~~the chief operating decision maker.

The following tables summarize information about our reportable segments ~~as of and~~ for the thirteen week and thirty-nine week periods ended ~~September 30, 2017~~October 2, 2021 and October ~~1, 2016~~3, 2020 (in thousands):

Thirteen weeks ended September 30, 2017

Transportation

Logistics

Other

Total

Operating revenues

$
199,013

$
113,667

$
321

$
313,001

Eliminated inter-segment revenues

(259
)

(2,139
)

-

(2,398
)
Income (loss) from operations

(7,641
)

4,692

(535
)

(3,484
)
Total assets

288,917

287,649

27,289

603,855

	Operating Revenues
	Thirteen weeks ended				Thirty-nine weeks ended
	October 2, 2021		October 3, 2020		October 2, 2021		October 3, 2020
Contract logistics	$	156,889	$	127,665	$	466,552	$	326,502
Intermodal		121,018		94,543		331,336		287,746
Trucking		107,161		82,949		301,838		237,522
Company-managed brokerage		59,221		59,573		180,758		152,301
Other		1,305		258		3,124		1,059
Total operating revenues	$	445,594	$	364,988	$	1,283,608	$	1,005,130

Thirty-nine weeks ended October 1, 2016

Transportation

Logistics

Other

Total

Operating revenues

$
496,488

$
310,896

$
1,316

$
808,700

Eliminated inter-segment revenues

(1,471
)

(5,967
)

—

(7,438
)
Income (loss) from operations

17,384

24,517

(1,170
)

40,731

Total assets

241,540

295,583

21,108

558,231

	Income from Operations
	Thirteen weeks ended					Thirty-nine weeks ended
	October 2, 2021		October 3, 2020			October 2, 2021		October 3, 2020
Contract logistics	$	5,976	$	11,572		$	38,742	$	24,012
Intermodal		1,935		8,844			16,580		22,583
Trucking		6,830		4,774			18,503		12,868
Company-managed brokerage		1,770		(3,213	)		4,656		(2,908	)
Other		203		86			702		255
Total operating revenues	$	16,714	$	22,063		$	79,183	$	56,810

Our principal commitments relate to long-term real estate leases and payment obligations to equipment vendors.

On ~~October 16, 2017,~~March 17, 2021, the Company received a ~~jury in state court in Cook County, Illinois rendered a verdict~~complaint from the National Labor Relations Board (the “NLRB”) based on charges alleged by the International Brotherhood of ~~$54.2 million~~Teamsters against Universal Am-Can, Ltd. (“UACL”) in the matter of Denton v. UACL, et al. The litigation relates to a vehicular accident that occurred on February 8, 2011 on I-65 in Rensselaer, Indiana. The accident involved a tractor-trailer being driven by an independent owner-operator of UACL. The driver was braking on the expressway in order to avoid another vehicle being driven the wrong way on the interstate. The truck attempted to avoid the oncoming vehicle and the plaintiff’s vehicle and, in so doing, struck the plaintiff’s vehicle. As a result4 of the ~~accident,~~Company’s operating subsidiaries. The charges stem from the ~~plaintiff sustained non-life threatening injuries.~~Company’s decision to close underperforming operations in California in December 2019. In ~~connection with~~April 2021, the ~~verdict,~~Company answered the ~~jury determined~~complaint by denying it engaged in any unfair labor practices and maintaining that ~~UACL was responsible~~the Company closed the underperforming California terminal due to financial reasons. In October 2021, the Company received an adverse ruling requiring the Company to, among other things, reinstate the terminated drivers and compensate them for ~~the liability associated with the accident, with UACL and the other co-defendants being jointly responsible for 40% of the compensatory damages.~~back pay. The verdict included $19.2 million in compensatory damages and $35.0 million in punitive damages against UACL. The insurance coverage available for reimbursement of UACL’s damages underlying the verdict is limited to $1.0 million. We intend to file motions in the trial court seeking judgment in UACL’s favor on certain claims that are the subject of the verdict, and for a new trial on others. We believe the facts and the law do not support the jury’s findings of liability against UACL, and we intendCompany intends to appeal the ~~verdict~~decision. The calculation of the amount owed to the ~~extent~~drivers will take into consideration any offsetting earnings made by terminated individuals since their separation from the circuit court does not set it aside as a result of these motions. The Company currently estimates the possible range of financial exposure in the matter, net of insurance coverage, to be between $18.2 and $53.2 million. Based on the Company’s best estimate of the liability at this time, the Company has recorded additional insurance and claims expense of $15.6 million increasing the total accrual for this matter to $18.2 million. While it is not feasible to predict with any certainty the outcome of this litigation, its ultimate resolution could be material to our cash flows and results of operations.

The Company is a plaintiff in a lawsuit that was filed on June 11, 2015 against, among others, Dalton Logistics, Inc. in the United States District Court for the Southern District of Texas. We are seeking approximately $1.9 million in damages from a debtor relating to its unpaid freight charges. In response to our filing of the complaint, the shareholders of Dalton filed a counterclaim against the Company alleging that the Company, in connection with certain unrelated negotiations with the defendant, breached an alleged agreement to acquire Dalton. The respective claims proceeded to trial and, on July 21, 2017, a jury returned two separate verdicts: One in favor of Universal for $1.9 million, and a second in favor of the defendant for approximately $5.7 million.Company. The Company currently estimates the possible range of financial exposure in the matter to be between $0$4.3 million and ~~$3.8~~$7.2 million. Based on the Company’s best estimate of the liability at this time, the Company has recorded an accrued liability for this matter of ~~$1.8~~$5.8 million. ~~The Company is awaiting entry of a final judgment and assessing its post-trial and appellate strategies.~~ While the outcome of these claims cannot be predicted with any certainty, management does not believe the outcome of any of these matters will have a material adverse effect on our business, financial position, results of operations or cash flows.

~~We are~~On June 1, 2021, the Company entered into a settlement agreement with various parties, including a former agent of the Company. The agreement resolves all breach of contract, tortious interference, and other claims previously asserted by the Company against the defendants. Under the terms of the agreement, the Company agreed to accept $6.0 million in cash payable in three equal tranches of $2.0 million on June 21, 2021, September 30, 2021 and December 31, 2021. As a result of the settlement, during the second quarter 2021, the Company recorded a $5.7 million gain in other non-operating income. The Company received the first two $2.0 million payments of each on June 9, 2021 and September 30, 2021.

The Company is involved in certain other claims and pending litigation arising from the ordinary conduct of business. We also provide accruals for claims within our self-insured retention amounts. Based on the knowledge of the facts, and in certain cases, opinions of outside counsel, in the Company’s opinion the resolution of these claims and pending litigation will not have a material effect on our financial position, results of operations or cash flows. However, if we experience claims that are not covered by our insurance or that exceed our estimated claim reserve, it could increase the volatility of our earnings and have a materially adverse effect on our financial condition, results of operations or cash flows.

At ~~September 30, 2017,~~October 2, 2021, approximately ~~27%~~38% of our employees in the United States, Canada and Colombia, and ~~87%~~86% of our employees in Mexico ~~are~~were subject to collective bargaining agreements that are renegotiated periodically, ~~none~~NaN of which are subject to contracts that expire in ~~2017.~~

In May 2014, the FASB issued Accounting Standards Update, or ASU, 2014-09, Revenue from Contracts with Customers. ASU 2014-09, along with amendments in 2015 and 2016, is a comprehensive revenue recognition model requiring a company to recognize revenue to depict the transfer of goods or services to a customer at an amount reflecting the consideration it expects to receive in exchange for those goods or services. In applying the new guidance, an entity will (1) identify the contract(s) with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to the contract’s performance obligations; and (5) recognize revenue when (or as) the entity satisfies a performance obligation. The standard permits the use of either the full retrospective or modified retrospective transition method. Additionally, the new standard requires enhanced disclosures about the nature, amount, timing, and uncertainty of revenue and cash flows arising from customer contracts, including revenue recognition policies to identify performance obligations, assets recognized from costs incurred to obtain and fulfill a contract, and significant judgments in measurement and recognition. The standard, as amended, will be effective for annual periods beginning after December 15, 2017, including interim periods within that reporting period. We plan to use the modified retrospective approach for adoption, which requires us to record the cumulative effect of the transition through retained earnings as of January 1, 2018. We have gathered most of our customer contract data and are currently evaluating the potential impact of the new standard. We are also in the process of completing our applicable accounting policy memorandums. Based on our preliminary analysis to date, we do not expect there will be a significant impact on our consolidated financial statements. We are also assessing the impact of the standard on disclosures in the consolidated financial statement footnotes and expect to complete the implementation of the new standard in 2017.

In January 2016, the FASB issued ASU 2016-01, Financial Instruments – Overall: Recognition and Measurement of Financial Assets and Financial Liabilities. Among other things, the ASU requires equity investments, with certain exceptions, to be measured at fair value with changes in fair value recognized in net income; simplifies the impairment assessment of equity investments without readily determinable fair values by requiring a qualitative assessment to identify impairment; requires public business entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes; requires separate presentation of financial assets and financial liabilities by measurement category and form of financial asset on the balance sheet or the accompanying notes to the financial statements; and clarifies that an entity should evaluate the need for a valuation allowance on a deferred tax asset related to available-for-sale securities. The amendments are to be applied by means of a cumulative-effect adjustment to the balance sheet and are effective for interim and annual periods beginning after December 15, 2017. With certain exceptions, early adoption is not permitted. We are currently evaluating the effects ASU 2016-01 will have on our consolidated financial statements and related disclosures. We currently disclose approximately $5.0 million in gross unrealized holdings gains and $0.6 million in gross unrealized holdings losses in Note 2, Marketable Securities.

In February 2016, the FASB issued ASU 2016-02, Leases. The objective of the new standard is to establish principles for lessees and lessors to report information about the amount, timing, and uncertainty of cash flows arising from a lease. The ASU will require a lessee to recognize the assets and liabilities that arise from leases, including operating leases. Under the new requirements, a lessee will recognize in the statement of financial position a liability to make lease payments (the lease liability) and the right-of-use asset representing the right to the underlying asset for the lease term. For leases with a term of 12 months or less, the lessee is permitted to make an accounting policy election by class of underlying asset not to recognize lease assets and lease liabilities. The standard is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early application of the amendment is permitted. We are currently evaluating the effects ASU 2016-02 will have on our consolidated financial statements and related disclosures. As of December 31, 2016, we disclosed approximately $72.1 million in operating lease obligations in Note 10, Leases, in the Company’s Form 10-K. We will evaluate those contracts as well as other existing arrangements to determine if they qualify for lease accounting under the new standard. Upon adoption, we would expect the amount recognized for the right-of-use assets and lease liabilities to be material. We do not plan to adopt the new standard early.

In January 2017, the FASB issued ASU 2017-04, Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment. This update simplifies the accounting for goodwill impairments by eliminating step 2 from the goodwill impairment test. Step 2 measures a goodwill impairment loss by comparing the implied fair value of a reporting unit’s goodwill with the carrying amount. Under the new standard, a goodwill impairment loss is measured as the excess of the carrying value of a reporting unit over its fair value. To simplify our annual goodwill impairment tests, we elected to early adopt the ASU and the provisions of this update for our goodwill impairment test performed during the third quarter of 2017. The result of this adoption did not have an impact on our consolidated financial statements.

On October ~~26, 2017,~~28, 2021, our Board of Directors declared athe regular quarterly cash dividend of ~~$0.07~~$0.105 per share of common stock, payable to shareholders of record at the close of business on ~~November~~December 6, ~~2017~~2021 and is expected to be paid on ~~November 16, 2017.~~January 4, 2022. Declaration of future cash dividends is subject to final determination by the Board of Directors each quarter after its review of our financial condition, results of operations, capital requirements, any legal or contractual restrictions on the payment of dividends and other factors the Board of Directors deems relevant.

ITEM 2: MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Some of the statements and assumptions in this Form 10-Q are forward-looking statements. These statements identify prospective information. Important factors could cause actual results to differ, possibly materially, from those in the forward-looking statements. In some cases you can identify forward-looking statements by words such as “anticipate,” “expect,” “believe,” “targets,” “could,” “estimate,” “plan,” “intend,” “may,” “should,” “will” and “would” or other similar words. You should read statements that contain these words carefully because they discuss our future expectations, contain projections of our future results of operations or of our financial position or state other “forward-looking” information. Forward-looking statements should not be read as a guarantee of future performance or results, and will not necessarily be accurate indications of the times at, or by which, such performance or results will be achieved. Forward-looking information is based on information available at the time and/or management’s good faith belief with respect to future events, and is subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in the statements. The factors listed in the section captioned “Risk Factors” in Part I, Item 1A in our Form 10-K for the year ended December 31, ~~2016,~~2020 and Part II, Item 1A of this Form 10-Q, as well as any other cautionary language in ~~that Form 10-K,~~these filings, provide examples of risks, uncertainties and events that may cause our actual results to differ materially from the expectations we describe in our forward-looking statements.

Forward-looking statements speak only as of the date the statements are made. We assume no obligation to update forward-looking statements to reflect actual results, changes in assumptions or changes in other factors affecting forward-looking information except to the extent required by applicable securities laws. If we do update one or more forward-looking statements, no inference should be drawn that we will make additional updates with respect thereto or with respect to other forward-looking statements.

We are a leading asset-light provider of customized transportation and logistics solutions throughout the United States and in Mexico, Canada and Colombia. We offer our customers a broad array of services across their entire supply chain, including truckload, brokerage, intermodal, dedicated and value-added services.

We provide a comprehensive suite of transportation and logistics solutions that allow our customers and clients to reduce costs and manage their global supply chains more efficiently. We market our services through a direct sales and marketing network focused on selling our portfolio of services to large customers in specific industry sectors, through a network of agents who solicit freight business directly from shippers, and through company-managed facilities and full-service freight forwarding and customs house brokerage offices. We believe our asset-light business model is highly scalable and will continue to support our growth with comparatively modest capital expenditure requirements. Our asset-light model, combined with a disciplined approach to contract structuring and pricing, creates a highly flexible cost structure that allows us to expand and contract quickly in response to changes in demand from our customers.

We generate substantially all of our revenues through fees charged to customers for the transportation of freight and for the customized logistics services we provide. We also derive revenue from fuel surcharges, where separately identifiable, loading and unloading activities, equipment detention, container management and storage and other related services. Operations ~~aggregated~~ in our ~~transportation segment~~intermodal, trucking and company-managed brokerage segments are associated with individual freight shipments coordinated by our agents and company-managed ~~terminals and specialized services operations.~~terminals. In contrast, ~~operations aggregated in~~ our contract logistics segment ~~deliver~~delivers value-added services ~~and~~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 ~~in regards to~~into pricing and volumes, and also by the extent to which we dedicate resources and company-owned equipment.Fees charged to customers by our full service international freight forwarding and customs house brokerage are based on the specific means of forwarding or delivering freight on a shipment-by-shipment basis.

The following discussion of the Company’s financial condition and results of operations should be read in conjunction with Management’s Discussion and Analysis of Financial Condition and Results of Operations and ~~the~~ Consolidated Financial Statements and related notes included in our Annual Report on Form 10-K for the year ended December 31, ~~2016~~2020 and the unaudited Consolidated Financial Statements and related notes contained in this Quarterly Report on Form 10-Q.

The Company remains committed to doing its part to protect its employees, customers, vendors and the general public from the spread of the coronavirus outbreak (COVID-19). We will continue to adapt our operations as required to ensure safety while continuing to provide a high level of service to our customers.

The ultimate magnitude of COVID-19, including the extent of its impact on the Company’s financial and operating results, which could be material, will be determined by the length of time the pandemic continues, its severity, government regulations imposed in response to the pandemic, and to its general effect on the economy and transportation demand.

While operating cash flows may be negatively impacted by the pandemic, the Company believes we will be able to finance our near term needs for working capital over the next twelve months, as well as any planned capital expenditures during such period, with cash balances, cash flows from operations, and loans and extensions of credit under our credit facilities and on margin against our marketable securities. Should the impact of the COVID-19 pandemic last longer than anticipated, and/or our cash flow from operations decline more than expected, we may need to obtain additional financing. The Company’s ability to fund future operating expenses and capital expenditures, as well as its ability to meet future debt service obligations or refinance indebtedness will depend on future operating performance, which will be affected by general economic, financial, and other factors beyond our control.

We broadly group our services into the following categories: truckload services, brokerage services, intermodal services, dedicated services and value-added services. Our truckload, brokerage and intermodal services associated with individual freight shipments coordinated by our agents and company-managed terminals, ~~are generally aggregated into our reportable transportation segment,~~ while our dedicated and value-added services to specific customers on a contractual basis, ~~make up our logistics segment.~~ generally pursuant to contract terms of one year or longer. The following table sets forth operating revenues resulting from each of these categories for the thirteen weeks and thirty-nine weeks ended ~~September 30, 2017~~October 2, 2021 and October ~~1, 2016,~~3, 2020, presented as a percentage of total operating revenues:

		Thirteen Weeks Ended						Thirty-nine Weeks Ended							Thirteen Weeks Ended						Thirty-nine Weeks Ended
		September 30, 2017			October 1, 2016			September 30, 2017			October 1, 2016				October 2, 2021			October 3, 2020			October 2, 2021			October 3, 2020
Operating revenues:	Operating revenues:													Operating revenues:
Truckload services	Truckload services		26.5	%		26.6	%		25.6	%		26.7	%	Truckload services		14.7	%		14.3	%		14.3	%		15.1	%
Brokerage services	Brokerage services		23.4			21.4			21.7			20.3		Brokerage services		22.9			24.8			23.5			23.8
Intermodal services	Intermodal services		12.5			13.4			12.6			13.4		Intermodal services		27.2			25.9			25.8			28.6
Dedicated services	Dedicated services		7.1			9.3			7.9			8.8		Dedicated services		11.6			10.8			11.7			8.9
Value-added services	Value-added services		30.6			29.4			32.2			30.8		Value-added services		23.6			24.2			24.7			23.6
Total operating revenues	Total operating revenues		100.0	%		100.0	%		100.0	%		100.0	%	Total operating revenues		100.0	%		100.0	%		100.0	%		100.0	%

The following table sets forth items derived from our consolidated statements of income for the thirteen weeks and thirty-nine weeks ended ~~September 30, 2017~~October 2, 2021 and October ~~1, 2016,~~3, 2020, presented as a percentage of operating revenues:

	Thirteen Weeks Ended						Thirty-nine Weeks Ended						Thirteen Weeks Ended						Thirty-nine Weeks Ended
	September 30, 2017			October 1, 2016			September 30, 2017			October 1, 2016			October 2, 2021			October 3, 2020			October 2, 2021			October 3, 2020
Operating revenues:		100.0	%		100.0	%		100.0	%		100.0	%		100.0	%		100.0	%		100.0	%		100.0	%
Operating expenses:
Purchased transportation and equipment rent		49.0			48.6			47.3			47.7			47.8			48.6			46.8			48.4
Direct personnel and related benefits		24.8			24.3			26.0			24.3			26.6			24.4			26.2			24.3
Operating supplies and expenses		9.0			9.5			9.8			9.4			9.8			8.5			8.9			7.8
Commission expense		2.7			3.0			2.7			3.1			2.0			1.9			1.9			1.9
Occupancy expense		2.4			3.0			2.5			2.9			2.1			2.4			2.1			2.6
General and administrative		2.9			2.8			2.6			2.6			2.5			2.4			2.3			2.4
Insurance and claims		6.6			1.8			4.0			1.7			1.8			1.3			1.6			1.5
Depreciation and amortization		3.8			3.3			3.7			3.3			3.7			4.6			4.0			5.5
Total operating expenses		101.1			96.3			98.7			95.0			96.2			94.0			93.8			94.3
(Loss) income from operations		(1.1	)		3.7			1.3			5.0
Income from operations														3.8			6.0			6.2			5.7
Interest and other non-operating income (expense), net		(0.6	)		(0.7	)		(0.7	)		(0.7	)		(0.7	)		(1.1	)		(0.2	)		(1.5	)
(Loss) income before provision for income taxes		(1.7	)		3.0			0.7			4.3
Provision for income taxes		(0.6	)		1.2			0.3			1.6
Net (loss) income		-1.1	%		1.8	%		0.4	%		2.7	%
Income before income taxes														3.1			4.9			6.0			4.2
Income tax expense														0.8			1.2			1.5			1.0
Net income														2.3	%		3.7	%		4.5	%		3.2	%

Thirteen Weeks Ended ~~September 30, 2017~~October 2, 2021 Compared to Thirteen Weeks Ended October ~~1, 2016~~3, 2020

Operating revenues. Operating revenues for the thirteen weeks ended ~~September 30, 2017~~October 2, 2021 increased ~~$41.5~~$80.6 million, or ~~15.3%~~22.1%, to ~~$313.0~~$445.6 million from ~~$271.5~~$365.0 million ~~during~~for the ~~same period last year.~~thirteen weeks ended October 3, 2020. Included in operating revenues are separately-identified fuel surcharges of ~~$14.3 million for the thirteen weeks ended September 30, 2017 compared to $13.3~~$24.9 million for the thirteen weeks ended October ~~1, 2016. Revenues from our transportation segment increased $29.4 million, or 17.3%, while income from operations decreased $12.2 million. The decrease in income was primarily attributable~~2, 2021 compared to $17.4 million of accruals made for on-going legal matters. See Item 1: Note 12 to the Unaudited Consolidated Financial Statements for further information on legal matters. In our logistics segment, revenues increased $12.6 million, or 12.4%, over the same period last year, while income from operations decreased $0.7 million. Operating income in our logistics segment was negatively impacted by lower operating margins and extended launch costs at key value-added operations. Overall, consolidated operating revenues increased due to several factors including significant operations in support of passenger vehicle and heavy-truck programs, a strong pricing environment across our transportation services

~~and an increase in fuel surcharges. Consolidated income from operations decreased, however, by $13.5 million to a loss of $3.5~~$16.4 million for the thirteen weeks ended ~~September 30, 2017 compared~~October 3, 2020. Consolidated income from operations decreased $5.3 million, or 24.2%, to $10.0 million of operating income during the same period last year. Included in the operating loss during the period were $17.4 million of litigation accruals, which were associated with our transportation segment.

~~Operating revenues from truckload services increased $10.7 million to $82.8 million during the thirteen weeks ended September 30, 2017, compared to $72.1~~$16.7 million for the ~~same period last year. Included in truckload revenues during the thirteen weeks ended September 30, 2017 were $7.1 million in separately-identified fuel surcharges~~third quarter 2021 compared to ~~$6.0~~$22.1 million during the same period last year. Results for the thirteen weeks ended October 2, 2021 include $5.8 million in litigation related charges and $7.1 million of losses incurred in connection with a recent contract logistics program launch.

In the contract logistics segment, which includes value-added and dedicated services, operating revenues increased $29.2 million, or 22.9%, to $156.9 million in the third quarter 2021 compared to $127.7 million in the previous year. At the end of the third quarter 2021, Universal managed 61 value-added programs, compared to 57 programs at the end of the third quarter 2020. During the recently completed quarter, dedicated transportation load count decreased 14.7% to 137,127 from 160,694 in the third quarter 2020. Income from operations in the contract logistics segment decreased $5.6 million to $6.0 million for the thirteen weeks ended October 2, 2021 compared to $11.6 million in the same period last year. Third quarter 2021 results in the contract logistics segment include $7.1 million of losses incurred in connection with a previously announced program launch. As a percentage of revenue, operating margin in the contract logistics segment for the third quarter 2021 was 3.8% compared to 9.1% during the same period last year. Recent program awards were the primary drivers for increased revenue; however, lost production due to chip shortages, labor constraints, and an unfavorable operating environment led to compressed margins during the third quarter 2021.

In the intermodal segment, operating revenues increased $26.5 million, or 28.0%, to $121.0 million in the third quarter 2021 compared to $94.5 million in the previous year. Intermodal revenues for the thirteen weeks ended October 2, 2021 included $13.2 million in separately identified fuel surcharges, compared to $9.4 million in the same period last year. During the third quarter 2021, Universal moved 159,428 intermodal loads compared to 182,803 in the third quarter 2020, a decrease of 12.8%, while its average operating revenue per load, excluding fuel surcharges, increased 20.9% to $537 from $444. Additionally, other assessorial charges such as detention, demurrage and storage increased $13.4 million during the third quarter 2021. Income from operations in the intermodal segment decreased $6.9 million to $1.9 million for the thirteen weeks ended October 2, 2021 compared to $8.8 million in the third quarter 2020. Intermodal segment results included litigation related charges totaling $5.8 million in the third quarter 2021. As a percentage of revenue, operating margin in the intermodal segment decreased to 1.6% compared to 9.4% in the third quarter of 2020.

In the trucking segment, which includes agent-based and company-managed trucking operations, operating revenues increased $24.2 million to $107.2 million in the third quarter 2021 compared to $82.9 million in the prior year period. Included in trucking segment revenues for the third quarter 2021 were $6.5 million in separately identified fuel surcharges compared to $3.6 million during the third quarter 2020. Income from operations in the trucking segment increased $2.1 million to $6.8 million for the third quarter 2021 compared to $4.8 million in the same period last year. During the recently completed quarter, load volumes increased 12.4% to 72,549 loads compared to 64,552 during the same period last year. Universal’s average operating revenue per load, excluding fuel surcharges, also increased ~~10.9%~~13.6% to ~~$898, primarily due to an increase in revenue per mile. These increase were partially offset by a 1.6% decrease~~$1,417 from $1,247 in the ~~number~~prior year period. As a percentage of ~~loads hauled. During~~revenue, operating margin in the trucking segment for the third quarter ~~ended September 30, 2017, Universal hauled 78,965 loads~~2021 was 6.4% compared to ~~80,224 during~~5.8% for the ~~same period last year.~~third quarter 2020.

~~Revenues during~~In the company-managed brokerage segment, operating revenues decreased $0.4 million, or 0.6%, to $59.2 million in the thirteen weeks ~~ended September 30, 2017 from brokerage services increased $15.3 million, or 26.4%, to $73.3 million~~ending October 2, 2021 compared to ~~$58.0~~$59.6 million ~~during the same period last year. The growth is due to increases~~ in ~~the average operating revenue per load and in the number of loads hauled. Universal’s average operating revenue per load from brokerage services increased 10.7% to $1,392 during~~ the thirteen weeks ~~ended September 30, 2017, up~~ending October 3, 2020. Income from ~~$1,257 during~~operations in the ~~thirteen weeks ended October 1, 2016. The number of~~company-managed brokerage ~~loads hauled during the thirteen weeks ended September 30, 2017~~segment increased ~~14.4% to 48,870 compared to 42,717 during the same period last year.~~

~~Intermodal services revenues increased $2.7~~$5.0 million to ~~$39.1~~$1.8 million ~~during~~for the ~~thirteen weeks ended September 30, 2017, up~~third quarter 2021 from ~~$36.4~~an operating loss of $3.2 million ~~during~~for the same period last year. The increase reflects a $0.5 million increase in fuel surcharges and an increase in the number of loads hauled. Compared to the same period last year, the number of intermodal loads hauled during the thirteen weeks ended September 30, 2017 increased by 2.7%. The increase was partially offset as averagethird quarter 2020. Average operating revenue per load, excluding fuel surcharges, ~~decreased by 3.7% when compared~~increased 18.9% to ~~the same period last year.~~

~~Operating revenues from dedicated services~~$1,808 in the third quarter ~~2017 declined $3.1 million~~2021 from $1,521 in the third quarter 2020. Company-managed brokerage load volumes decreased 17.4% to ~~$22.1 million~~30,619 from 37,079. As a percentage of revenue, operating margin for the company-managed brokerage segment was 3.0% for the third quarter 2021 compared to ~~$25.2 million one year earlier. The decrease is primarily due to a 19.6% decrease the number of loads hauled and a decrease~~(5.4%) in fuel surcharges. Included in dedicated revenues in the quarter ended September 30, 2017 were $2.9 million in separately-identified fuel surcharges compared to $3.2 million during the same period last year. These decreases were partially offset by a 6.7% increase in average operating revenue per load, excluding fuel surcharges.

Value-added services revenues increased $15.9 million to $95.7 million during the thirteen weeks ended September 30, 2017 compared to $79.8 million in the same period last year. Our continued support of major customer vehicle programs, as well as improvements in our heavy-truck operations positively impacted top-line revenues in Universal’s value-added services division. Overall, valued-added services grew by 19.9% compared to the same period last year.

Purchased transportation and equipment rent. Purchased transportation and equipment rental costs for the ~~thirteen weeks ended September 30, 2017~~third quarter 2021 increased ~~by $21.5~~$35.7 million, or ~~16.3%~~20.1%, to ~~$153.3~~$212.9 million from ~~$131.8~~$177.2 million during the same period last year. Purchased transportation and equipment rent generally increases or decreases in proportion to the revenues generated through owner-operators and other third party providers, and is generally correlated with changes in demand for transportation-related services, which includes truckload, brokerage, intermodal and to a lesser extent, dedicated ~~services.~~services, which uses a higher mix of company-drivers compared to owner-operators. The absolute increase in purchased transportation and equipment rental costs was primarily the result of an increase in transportation-related service revenues. Third quarter 2021 transportation-related service revenues increased 23.0% compared to the third quarter of 2020. As a percentage of operating revenues, purchased transportation and equipment rent expense ~~increased~~decreased to ~~49.0%~~47.8% compared to 48.6% during the same period last year. The decrease was due to a decrease in the mix of brokerage services revenue, where the cost of transportation is typically higher than our other transportation businesses. As a percentage of total revenues, brokerage services revenue decreased to 22.9% for the thirteen weeks ended September 30, 2017 from 48.6% one year earlier. The increase is primarily attributable to a shift in the mix of our transportation services. For the thirteen weeks ended September 30, 2017, brokerage services, which have a higher cost of transportation, comprised 23.4% of total operating revenuesOctober 2, 2021 compared to ~~21.4%~~24.8% in the same period last year.

Direct personnel and related benefits. Direct personnel and related benefits ~~expenses~~ for the thirteen weeks ended ~~September 30, 2017~~October 2, 2021 increased by ~~$11.5~~$29.5 million, or ~~17.4%~~33.2%, to ~~$77.6~~$118.4 million compared to ~~$66.1~~$88.9 million during the same period last year. Trends in these expenses are generally correlated with changes in operating facilities and headcount requirements and, therefore, increase and decrease with the level of demand for our value-added services and staffing needs of our operations. The increase was due to the launch of new business wins as well as the impact of temporary layoffs and furloughs in 2020 in response to the Covid-19 pandemic. As a percentage of operating revenues, personnel and related benefits ~~expenses~~ increased to ~~24.8% for the thirteen weeks ended September 30, 2017, compared to 24.3%~~26.6% for the thirteen weeks ended October ~~1, 2016.~~2, 2021, compared to 24.4% for the thirteen weeks ended October 3, 2020. The percentage is derived on an aggregate basis from both existing and new programs, and from customer operations at various stages in their lifecycles. Individual operations may be impacted by additional production shifts or by overtime at selected operations. While generalizations about the impact of personnel and related benefits costs as a percentage of total revenue 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 increased by ~~$2.6~~$12.8 million, or ~~10.1%~~41.3%, to ~~$28.3 million for the thirteen weeks ended September 30, 2017 compared to $25.7~~$43.8 million for the thirteen weeks ended October ~~1, 2016.~~2, 2021 compared to $31.0 million for the thirteen weeks ended October 3, 2020. These expenses include items such as fuel, maintenance, cost of materials, ~~insurance,~~ communications, utilities and other operating expenses, and generally relate to fluctuations in customer demand. The ~~increase in operating supplies and expenses was primarily the result~~main elements of ~~increases in material costs in our operations supporting heavy-truck programs. Partially offsetting~~ the increase ~~were decreases~~included increases of $8.7 million in ~~permit expense of $1.1 million and~~ fuel expense, ~~on company equipment of $0.2 million. As a percentage of operating revenues, operating supplies~~$4.9 million in legal charges and ~~expenses was 9.0% for the thirteen weeks ended September 30, 2017 compared to 9.5% for the thirteen weeks ended October 1, 2016.~~professional fees, $2.0 million in vehicle and other maintenance, and $1.8 million in travel and entertainment.

Commission expense. Commission expense for the ~~thirteen weeks ended September 30, 2017~~third quarter 2021 increased by ~~$0.3~~$2.3 million, or ~~3.7%~~34.5%, to ~~$8.5~~$9.1 million from ~~$8.2~~$6.8 million for the ~~thirteen weeks ended October 1, 2016.~~third quarter 2020. Commission expense ~~generally increases or decreases~~increased due to increased revenue in ~~proportion to our transportation-related services, except in cases where we generate a higher proportion of our revenues at company-managed terminals where no commissions are paid.~~the agency based truckload business. As a percentage of operating revenues, commission expense ~~decreased~~increased to ~~2.7%~~2.0% for the thirteen weeks ~~ended September 30, 2017,~~ending October 2, 2021, compared to ~~3.0%~~1.9% one year earlier. During the third quarter 2017, transportation related services decreased as a percentage of total operating revenues and a higher proportion of transportation revenues were generated at company-managed terminals.

Occupancy expense. Occupancy expenses ~~decreased~~increased by ~~$0.6~~$0.7 million, or ~~7.4%~~7.6%, to ~~$7.5 million for the thirteen weeks ended September 30, 2017. This compares to $8.1~~$9.3 million for the thirteen weeks ended October ~~1, 2016. Occupancy expense remained relatively stable, while we experienced a modest decrease~~2, 2021. This compares to $8.7 million for the thirteen weeks ended October 3, 2020. The increase was attributable to an increase in building rents and property taxes.

General and administrative. General and administrative expense for the thirteen weeks ended ~~September 30, 2017~~October 2, 2021 increased by ~~$1.5~~$2.4 million ~~or 20.0%,~~ to ~~$9.0~~$11.0 million from ~~$7.5~~$8.6 million ~~during~~in the ~~same period last year.~~thirteen weeks ended October 3, 2020. The increase was attributable to a $0.9 million increase in salaries, wages, and benefits, a $0.8 million increase in professional fees, and a $0.6 million increase in other general and administrative expenses. As a percentage of operating revenues, general and administrative expense was ~~2.9%~~2.5% for the ~~thirteen weeks ended September 30, 2017~~third quarter 2021 compared to ~~2.8%~~2.4% for the ~~thirteen weeks ended October 1, 2016. Included in the increase was $1.8 million of charges for litigation related matters.~~third quarter 2020.

Insurance and claims. Insurance and claims expense for the ~~thirteen weeks ended September 30, 2017~~third quarter 2021 increased by ~~$15.7~~$3.0 million ~~and included $15.6~~to $7.9 million of charges for legal matters. See Item 1: Note 12 to the Unaudited Consolidated Financial Statements for further information on legal matters. Insurance and claims expense for the thirteen weeks ended September 30, 2017 was $20.6 million compared tofrom $4.9 million ~~during~~in the ~~same period last year.~~third quarter 2020. The increase was attributable to an increase in auto liability premiums and cargo and service failure claims. As a percentage of operating revenues, insurance and claims increased to ~~6.6% for the thirteen weeks ended September 30, 2017 compared to~~ 1.8% for the thirteen weeks ~~ended~~ending October ~~1, 2016.~~2, 2021 compared to 1.3% for the third quarter 2020.

Depreciation and amortization. Depreciation and amortization expense for the thirteen weeks ended ~~September 30, 2017 increased~~October 2, 2021 decreased by ~~$2.7~~$0.4 million, or ~~29.7%~~2.6%, to ~~$11.8~~$16.5 million from ~~$9.1~~$16.9 million for the third quarter 2020. Depreciation expense decreased $0.6 million and amortization expense increased $0.2 million.

Interest expense, net. Net interest expense was $3.0 million for the thirteen weeks ended October 1, 2016. The increase was primarily due to elevated levels of capital expenditures in recent years. The increase in depreciation expense was partially offset by reductions in amortization expense as certain intangible assets become fully amortized.

~~Interest expense, net. Net interest expense was $2.5 million for the thirteen weeks ended September 30, 2017~~2, 2021 compared to ~~$2.1~~$3.5 million for the thirteen weeks ended October ~~1, 2016.~~3, 2020. The ~~increase of~~decrease in net interest expense reflects ~~an increase~~a decrease in interest rates on our ~~variable rate debt.~~outstanding borrowings. As of ~~September 30, 2017,~~October 2, 2021, our outstanding borrowings totaled ~~$244.9~~$444.8 million compared to ~~$250.6~~$468.3 million at the same time last year.

Other non-operating income (expense). Other non-operating ~~income~~expense was ~~$0.7~~$0.1 million for the ~~thirteen weeks ended September 30, 2017~~third quarter 2021 compared to ~~$0.2~~other non-operating expense of $0.5 million for the ~~thirteen weeks ended October 1, 2016.~~third quarter 2020. Included in other non-operating income ~~during~~for the ~~thirteen weeks ended September 30, 2017 were $0.6~~third quarter 2021 was a $0.1 million ~~of gains~~pre-tax holding loss on ~~the sale of~~ marketable securities due to changes in fair value recognized in income compared to ~~$0.1~~a $0.5 million ~~during~~pre-tax holding loss on marketable securities in the ~~same period last year.~~third quarter 2020.

~~Provision~~Income tax expense. Income tax expense for ~~income taxes. The net loss during~~ the ~~thirteen weeks ended September 30, 2017 generated a $2.0~~third quarter 2021 was $3.3 million, ~~tax benefit,~~ compared to ~~income tax expense of $3.1~~$4.5 million for the ~~thirteen weeks ended October 1, 2016,~~third quarter 2020, based on an effective tax rate of ~~37.3%~~24.5% and ~~38.5%,~~24.8% respectively. The decrease in income taxes in 2021 is the result of a decrease in taxable income and our effective tax rate for the thirteen weeks ended October 2, 2021 compared to the thirteen weeks ended October 3, 2020.

Thirty-nine Weeks Ended ~~September 30, 2017~~October 2, 2021 Compared to Thirty-nine Weeks Ended October ~~1, 2016~~3, 2020

Operating revenues. Operating revenues for the thirty-nine weeks ended ~~September 30, 2017~~October 2, 2021 increased ~~$93.9~~$278.5 million, or ~~11.6%~~27.7%, to ~~$902.6~~$1,283.6 million from ~~$808.7~~$1,005.1 million ~~during~~for the ~~same period last year.~~thirty-nine weeks ended October 3, 2020. Included in operating revenues are separately-identified fuel surcharges of ~~$43.8 million for the thirty-nine weeks ended September 30, 2017 compared to $37.8~~$68.0 million for the thirty-nine weeks ended October ~~1, 2016. Revenues from our transportation segment increased $56.0~~2, 2021 compared to $51.9 million ~~or 11.3%; however,~~for the thirty-nine weeks ended October 3, 2020. Consolidated income from operations ~~decreased $10.2~~increased $22.4 million, or 39.4%, to $79.2 million for the first three quarters of 2021 compared to $56.8 million during the same period last year. ~~The decrease was primarily attributable to $17.4 million of accruals made~~Results for ~~on-going legal matters. See Item 1: Note 12 to~~ the ~~Unaudited Consolidated Financial Statements for further~~

information on legal matters. In our logistics segment, revenues increased $38.4 million, or 12.3%, over the same period last year, while income from operations decreased $18.2 million. Operating income in our logistics segment wasthirty-nine weeks ended October 3, 2020 were negatively impacted by ~~certain large underperforming operations, including where we ultimately exited~~the Covid-19 pandemic which resulted in a substantial portion of our customers being shuttered. Results for the thirty-nine weeks ended October 2, 2021 include a favorable legal settlement which resulted in a $5.7 million pre-tax gain, $7.6 million in legal charges, and $13.9 million of losses incurred in connection with a recent contract logistics program launch.

In the contract logistics segment, which includes value-added ~~program in Mexico. Overall, consolidated~~and dedicated services, operating revenues increased ~~due~~$140.1 million, or 42.9%, to several factors including the ramp-up of key customer vehicle programs, an increase in fuel surcharges, a strong transportation pricing environment, and improvements in key markets. Consolidated income from operations decreased, however, by $28.6 million to $12.1 million, compared to $40.7$466.6 million in the thirty-nine weeks ended October ~~1, 2016. The decrease is primarily attributable~~2, 2021 compared to ~~lower operating margins, extended launch costs at key value-added~~$326.5 million in the previous year. Income from operations ~~operating losses~~ in ~~our Mexican value-added operations, and $17.4~~the contract logistics segment increased $14.7 million, ~~of accruals associated with on-going litigation in our transportation business.~~

~~Operating revenues from truckload services increased $15.2~~or 61.3%, to $38.7 million ~~to $231.0 million during~~for the thirty-nine weeks ended ~~September 30, 2017,~~October 2, 2021 compared to ~~$215.8~~$24.0 million ~~for~~in the same period last year. ~~Included in truckload revenues were $20.8 million in separately-identified fuel surcharges during~~In the thirty-nine weeks ended ~~September 30, 2017~~October 2, 2021, Universal managed 61 value-added programs compared to ~~$17.2~~57 in the prior year period. During the thirty-nine weeks ended October 2, 2021, dedicated transportation load count increased 25.6% to 449,621 from 357,912 in the thirty-nine weeks ended October 3, 2020. Results for the thirty-nine weeks ended October 2, 2021 in the contract logistics segment include approximately $13.9 million of losses incurred in connection with a recent program launch. Results in the contract logistics segment for the thirty-nine weeks ended October 3, 2020 were negatively impacted by the Covid-19 pandemic which resulted in a substantial portion of our customers being shuttered As a percentage of revenue, operating margin for the contract logistics segment for the thirty-nine weeks ended October 2, 2021 was 8.3% compared to 7.4% during the same period last year. ~~Universal’s~~

In the intermodal segment, operating revenues increased $43.6 million to $331.3 million in the thirty-nine weeks ending October 2, 2021 compared to $287.7 million in the previous year. Intermodal revenues for the thirty-nine weeks ended October 2, 2021 included $35.2 million in separately identified fuel surcharges, compared to $31.2 million in the same period last year. During the thirty-nine weeks ending October 2, 2021, Universal moved 508,352 intermodal loads compared to 537,365 in the thirty-nine weeks ending October 3, 2020, a decrease of 5.4%, while its average operating revenue per load, excluding fuel surcharges increased ~~7.1% due~~7.8% to ~~increases in length of haul~~$500 from $464. In the thirty-nine weeks ending October 2, 2021 other accessorial charges such as detention, demurrage and ~~in revenue per mile. This increase was partially offset by a 1.5% decrease~~storage increased $29.3 million from the same period last year. Income from operations in the ~~number~~intermodal segment decreased $6.0 million to $16.6 million for the thirty-nine weeks ended October 2, 2021 compared to $22.6 million in the thirty-nine weeks ending October 3, 2020. Intermodal segment results included litigation related charges totaling $7.6 million in the third quarter 2021. As a percentage of ~~loads hauled.~~revenue, operating margin in the intermodal segment was 5.0% in the thirty-nine weeks ended October 2, 2021 compared to 7.8% in the prior year period.

In the trucking segment, which includes agent-based and company-managed trucking operations, operating revenues increased $64.3 million to $301.8 million in the thirty-nine weeks ending October 2, 2021 compared to $237.5 million in the prior year period. Included in trucking segment revenues for the thirty-nine weeks ending October 2, 2021 were $17.6 million in separately identified fuel surcharges compared to $12.4 million during the thirty-nine weeks ending October 3, 2020. Income from operations in the trucking segment increased $5.6 million to $18.5 million for the thirty-nine weeks ended October 2, 2021 compared to $12.9 million in the same period last year. During the ~~quarter~~thirty-nine weeks ended ~~September 30, 2017, Universal hauled 239,220~~October 2, 2021, load volumes increased 15.1% to 220,938 loads compared to ~~242,899 during~~191,990 in the thirty-nine weeks ending October 3, 2020. Average operating revenue per load, excluding fuel surcharges, also increased 8.8% to $1,319 from $1,212 in the prior year period. As a percentage of revenue, operating margin in the trucking segment was 6.1% in the thirty-nine weeks ending October 2, 2021 compared to 5.4% in the same period last year.

~~Revenues during~~In the company-managed brokerage segment, operating revenues increased $28.5 million, or 18.7%, to $180.8 million in the thirty-nine weeks ~~ended September 30, 2017 from brokerage services increased $31.8 million, or 19.4%, to $196.0 million~~ending October 2, 2021 compared to ~~$164.2~~$152.3 million ~~during~~in the ~~same period last year. The growth is due~~thirty-nine weeks ending October 3, 2020. Company-managed brokerage load volumes decreased 15.3% to ~~increases in the~~94,510 from 111,622. However, average operating revenue per load, ~~and~~excluding fuel surcharges, increased 40.7% to $1,807 in ~~the number of loads hauled. Universal’s average operating revenue per load from brokerage services increased 7.2% to $1,315 during~~ the thirty-nine weeks ~~ended September 30, 2017, up~~ending October 2, 2021 from ~~$1,227 during~~$1,284 in the thirty-nine weeks ~~ended~~ending October ~~1, 2016. The number~~3, 2020. As a percentage of revenue, operating margin for the company-managed brokerage ~~loads hauled during~~segment was 2.6% for the thirty-nine weeks ~~ended September 30, 2017 increased 14.6% to 139,996~~ending October 2, 2021 compared to ~~122,207 during the same period last year.~~

Intermodal services revenues increased $5.7 million to $113.7 million during the thirty-nine weeks ended September 30, 2017, up from $108.0 million during the same period last year. The increase reflects a $1.3 million increase in fuel surcharges and an increase in the number of loads hauled. Compared to the same period last year, the number of intermodal loads hauled during the thirty-nine weeks ended September 30, 2017 increased by 3.1% to 258,847 loads compared to 251,082 during the same period last year.

Operating revenues from dedicated services during the thirty-nine weeks ended September 30, 2017 were relatively flat at $71.4 million compared to $71.3 million during the same period last year. Included in dedicated service revenues during the thirty-nine weeks ended September 30, 2017 were $9.7 million in separately-identified fuel surcharges compared to $8.7 million during the same period last year. Excluding fuel surcharges, average operating revenue per load increased 1.7% primarily due to a longer length of haul; however, the number of loads hauled declined 2.7% during the same period.

~~Value-added services revenues increased $41.2 million to $290.5 million during the thirty-nine weeks ended September 30, 2017 compared to $249.3 million~~(1.9%) in the same period last year. Our continued support of major customer vehicle programs, as well as improvements in our heavy-truck operations positively impacted top-line revenues in Universal’s value-added services division. The year-over-year increase in value-added services revenues was 16.5%.

Purchased transportation and equipment rent. Purchased transportation and equipment rental costs for the thirty-nine weeks ~~ended September 30, 2017~~ending October 2, 2021 increased ~~by $41.6~~$113.6 million, or ~~10.8%~~23.3%, to ~~$427.1~~$600.3 million from ~~$385.5~~$486.7 million ~~for~~during the ~~thirty-nine weeks ended October 1, 2016.~~same period last year. Purchased transportation and equipment rent generally increases or decreases in proportion to the revenues generated through owner-operators and other third party providers, and is generally correlated with changes in demand for transportation-related services, which includes truckload, brokerage, intermodal and to a lesser extent, dedicated ~~services.~~services, which uses a higher mix of company-drivers compared to owner-operators. The absolute increase in purchased transportation and equipment rental costs was primarily the result of an increase in transportation-related service revenues. ~~However, as~~In the thirty-nine weeks ended October 2, 2021, transportation-related service revenues increased 26.0% compared to the thirty-nine weeks ended October 3, 2020. As a percentage of operating revenues, purchased transportation and equipment rent expense decreased to ~~47.3% for the thirty-nine weeks ended September 30, 2017 from 47.7%~~46.8% compared to 48.4% during the same period last year. The decrease ~~is primarily attributable~~was due to a ~~shift~~decrease in ~~our~~the mix of transportation-related service ~~mix. For~~revenue. As a percentage of total revenues, transportation-related service revenue decreased to 75.3% for the thirty-nine weeks ended ~~September 30, 2017, transportation-related services accounted for 67.8% of total operating revenues~~October 2, 2021 compared to ~~69.2%~~76.4% in the same period last year.

Direct personnel and related benefits. Direct personnel and related benefits ~~expenses for the thirty-nine weeks ended September 30, 2017 increased by $37.9 million, or 19.3%, to $234.4 million compared to $196.5 million~~ for the thirty-nine weeks ended October ~~1, 2016.~~2, 2021 increased by $93.1 million, or 38.2%, to $336.9 million compared to $243.9 million during the same period last year. Trends in these expenses are generally correlated with changes in operating facilities and headcount requirements and, therefore, increase and decrease with the level of demand for our value-added services and staffing needs of our operations. ~~During~~The increase was due to the ~~thirty-nine weeks ended September 30, 2017, we experienced an increase~~launch of new business wins and robust volumes in ~~direct personnel~~our contract logistics segment in 2021, as well as the impact of temporary layoffs and ~~related benefit costs associated with our Mexican value-added operations and extended launch costs supporting key value-added operations during an extended launch phase.~~furloughs in 2020 in response to the Covid-19 pandemic. As a percentage of operating revenues, personnel and related benefits ~~expenses~~ increased to ~~26.0%~~26.2% for the thirty-nine weeks ended ~~September 30, 2017,~~October 2, 2021, compared to 24.3% ~~during~~for the ~~same period last year.~~thirty-nine weeks ended October 3, 2020. The percentage is derived on an aggregate basis from both

existing and new programs, and from customer operations at various stages in their lifecycles. Individual operations may be impacted by additional production shifts or by overtime at selected operations. While generalizations about the impact of personnel and related benefits costs as a percentage of total revenue 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 increased by ~~$13.0~~$35.0 million, or ~~17.2%~~44.4%, to ~~$88.8 million for the thirty-nine weeks ended September 30, 2017 compared to $75.8~~$113.6 million for the thirty-nine weeks ended October ~~1, 2016. As a percentage of operating revenues, operating supplies and expenses increased~~2, 2021 compared to ~~9.8% for the thirty-nine weeks ended September 30, 2017 from 9.4%~~$78.7 million for the thirty-nine weeks ended October ~~1, 2016.~~3, 2020. These expenses include items such as fuel, maintenance, cost of materials, ~~insurance,~~ communications, utilities and other operating expenses, and generally relate to fluctuations in customer demand. The main elements of the increase included increases of $19.9 million in fuel expense, $6.6 million in legal charges and professional fees, $6.6 million in vehicle and other maintenance, $3.8 million in travel and entertainment, and $1.2 million in operating supplies and expenses was primarily the result of increases in travel and meals costs of $5.0 million largely associated with our Mexican value-added operations, as well as extended launch costs. Included in the increase is also a $1.6 million increase in material costs in operations supporting heavy-truck. Additional elements of the increase are increases in vehicle maintenance of $2.0 million, utilities of $0.9 million, fuel expense on company equipment of $0.5 million and permit expense of $0.4 million.heavy-truck programs.

Commission expense. Commission expense for the thirty-nine weeks ended ~~September 30, 2017 decreased~~October 2, 2021 increased by ~~$0.4~~$6.0 million, or ~~1.6%~~31.8%, to ~~$24.3~~$25.0 million from ~~$24.7~~$19.0 million for the thirty-nine weeks ended October ~~1, 2016.~~3, 2020. Commission expense ~~generally increases or decreases~~increased due to increased revenue in ~~proportion to our transportation-related services, except in cases where we generate a higher proportion of our revenues at company-managed terminals where no commissions are paid.~~the agency based truckload business. As a percentage of operating revenues, commission expense ~~decreased to 2.7%~~was unchanged at 1.9% for both the thirty-nine weeks ended September 30, 2017, compared to 3.1% during the same period last year. For the thirty-nine weeks ended September 30, 2017, transportation-related services decreased as a percentage of total operating revenues,ending October 2, 2021 and ~~a higher percentage of those revenues were generated by company-managed operations.~~October 3, 2020.

Occupancy expense. Occupancy expenses ~~decreased~~increased by ~~$0.8~~$0.4 million, or ~~3.4%~~1.6%, to ~~$23.0~~$26.9 million for the thirty-nine weeks ended ~~September 30, 2017 compared~~October 2, 2021. This compares to ~~$23.8~~$26.5 million for the ~~thirty-nin~~ethirty-nine weeks ended October ~~1, 2016. Occupancy expense remained relatively stable, while we experienced a modest decrease~~3, 2020. The increase was primarily attributable to an increase in ~~building rents and~~ property taxes.

General and administrative. General and administrative expense for the thirty-nine weeks ended ~~September 30, 2017~~October 2, 2021 increased by ~~$2.1~~$5.8 million ~~or 9.9%,~~ to ~~$23.4 million. This compares to $21.3~~$29.9 million ~~for~~from $24.1 million in the thirty-nine weeks ended October ~~1, 2016. Salaries,~~3, 2020. The increase was attributable to a $4.1 million increase in salaries, wages, and ~~benefit costs, which is the largest component of general~~benefits and ~~administrative expense, increased $0.7 million and there was an additional $1.8~~a $1.4 million increase ~~for litigation related charges.~~in professional fees. As a percentage of operating revenues, general and administrative expense ~~remained at 2.6% in each~~was 2.3% for the thirty-nine weeks ended ~~September 30, 2017~~ October ~~1, 2016.~~ 2, 2021 compared to 2.4% for the thirty-nine weeks ended October 3, 2020.

Insurance and claims. Insurance and claims expense for the thirty-nine weeks ended ~~September 30, 2017~~October 2, 2021 increased by ~~$22.4~~$5.3 million to ~~$36.0~~$20.0 million from ~~$13.6~~$14.7 million ~~for~~in the thirty-nine weeks ended October ~~1, 2016. Included in the~~3, 2020. The increase was ~~a $15.6~~attributable to increases of $4.0 million ~~accrual for on-going legal matters as well as a $6.2 million increase~~ in cargo ~~scrap~~ and service failure claims ~~expense primarily related to our value-added operations. See Item 1: Note 12 to the Unaudited Consolidated Financial Statements for further information on legal matters.~~and $1.4 million in auto liability premiums and claims. As a percentage of operating revenues, insurance and claims increased to ~~4.0%~~1.6% for the thirty-nine weeks ~~ended September 30, 2017~~ending October 2, 2021 compared to ~~1.7%~~1.5% for the thirty-nine weeks ended October ~~1, 2016.~~3, 2020.

Depreciation and amortization. Depreciation and amortization expense for the thirty-nine weeks ended ~~September 30, 2017 increased~~October 2, 2021 decreased by ~~$6.9~~$3.1 million, or ~~25.7%~~5.6%, to ~~$33.7~~$51.9 million from ~~$26.8~~$54.9 million for 2020. Depreciation expense decreased $2.1 million and amortization expense decreased $0.9 million.

Interest expense, net. Net interest expense was $9.1 million for the thirty-nine weeks ended October 1, 2016. The increase was primarily due to higher levels of capital expenditures in recent years, which was partially offset by reductions in amortization expense as certain intangible assets become fully amortized.

~~Interest expense, net. Net interest expense was $7.2 million for the thirty-nine weeks ended September 30, 2017~~2, 2021 compared to ~~$6.2~~$11.2 million for the thirty-nine weeks ended October ~~1, 2016.~~3, 2020. The ~~increase of~~decrease in net interest expense reflects ~~an increase~~a decrease in interest rates on our ~~variable rate debt.~~outstanding borrowings. As of ~~September 30, 2017,~~October 2, 2021, our outstanding borrowings ~~were $244.9~~totaled $444.8 million compared to ~~$250.6~~$468.3 million at ~~October 1, 2016.~~the same time last year.

Other non-operating income (expense). Other non-operating income was ~~$1.3 million for the thirty-nine weeks ended September 30, 2017, which compares to $0.4~~$7.0 million for the thirty-nine weeks ended October ~~1, 2016. Included in~~2, 2021 compared to $3.3 million of other non-operating ~~income during the thirty-nine weeks ended September 30, 2017 were $0.9 million of gains on the sale of marketable securities compared to $0.1 million during the same period last year.~~

~~Provision for income taxes. Provision for income taxes~~expense for the thirty-nine weeks ended ~~September 30, 2017~~October 3, 2020. Other non-operating income for thirty-nine weeks ended October 2, 2021 includes a $5.7 million pre-tax gain from a favorable legal settlement. Other non-operating income for the thirty-nine weeks ended October 2, 2021 also includes a $1.2 million pre-tax holding gain on marketable securities due to changes in fair value recognized in income compared to a pre-tax holding loss of $3.0 million in the thirty-nine weeks ended October 3, 2020.

Income tax expense. Income tax expense for the thirty-nine weeks ended October 2, 2021 was ~~$2.4~~$19.5 million, compared to ~~$13.5~~$10.5 million for the thirty-nine weeks ended October ~~1, 2016,~~3, 2020, based on an effective tax rate of ~~38.8%~~25.3% and ~~38.5%,~~24.7% respectively. The increase in income taxes in 2021 is the result of an increase in taxable income and our effective tax rate for the thirty-nine weeks ended October 2, 2021 compared to the thirty-nine weeks ended October 3, 2020.

Our primary sources of liquidity are funds generated by operations, loans and extensions of credit under our availability to borrow under the $120 million revolver that is part of our asset-based loan facility (“ABL Facility”) and the $20 million revolver that is part of our Westport Facility, our availability to borrowcredit facilities, on margin against our marketable securities ~~proceeds~~and from ~~the issuance of~~ installment notes, and proceeds from the sales of marketable securities. ~~Additionally, our ABL Facility includes an accordion feature which would allow us to increase availability by up to $30 million upon our request. Beginning in December 2015, we~~We use secured, asset lending to fund a substantial portion of purchases of tractors, trailers and ~~selected warehouse~~material handling equipment.

We employ an asset-light operating strategy which we believe lowers our capital expenditure requirements. In general, our facilities used in our value-added services are leased on terms that are either substantially matched to our customer’s contracts, are month-to-month or are provided to us by our customers. We also utilize owner-operators and third-party carriers to provide a significant portion of our transportation and specialized services. A significant portion of the tractors and trailers used in our business are provided by our owner-operators. In addition, our use of agents reduces our overall need for large terminals. As a result, our capital expenditure requirements are limited in comparison to most large transportation and logistics service providers, which maintain significant properties and sizable fleets of owned tractors and trailers.

During the thirty-nine weeks ended ~~September 30, 2017,~~October 2, 2021, our capital expenditures totaled ~~$46.7~~$26.2 million. These expenditures primarily consisted of transportation equipment and investments in support of our value-added service operations. Our asset-light business model depends somewhat on the customized solutions we implement for specific customers. As a result, our capital expenditures will depend on specific new contracts and the overall age and condition of our owned transportation equipment. Through the ~~end~~remainder of ~~2017,~~2021, exclusive of any acquisitions of businesses and strategic real estate purchases, we expect our capital expenditures to be in the range of 3%1% to 4%2% of operating revenues. We expect to make these capital expenditures for the acquisition of transportation equipment, to support our ~~more dynamic approach to fleet management, to support our~~ new and existing value-added service operations, and for ~~the acquisition of real property and~~ improvements to our existing terminal yard and container facilities. Due to widespread shortages, production backlogs, and limited availability of transportation equipment in 2021, our expenditures have been, and are projected to be, somewhat lower than the customary range of 4% to 5% of our operating revenues. If equipment manufacturers identify and implement solutions enabling them to overcome these supply-side constraints, then we would expect to return to a normalized level of capital expenditures in future periods. In such an event, our capital expenditures in 2022 would likely be somewhat higher than those experienced in the current and previous periods.

We have a cash dividend policy ~~which~~that anticipates a ~~total annual~~regular dividend of ~~$0.28~~$0.42 per share of common stock, payable in quarterly increments of ~~$0.07~~$0.105 per share of common stock. ~~We paid $0.28 per common share, or $8.0 million,~~After taking into account the regular quarterly dividends made during the year, ~~ended December 31, 2016.~~our Board of Directors also evaluates the potential declaration of an annual special dividend payable in the first quarter of each year. The Board of directors did not declare a special dividend in the first quarter of 2021. On October ~~26, 2017,~~28, 2021, our Board of Directors declared athe regular quarterly cash dividend of ~~$0.07~~$0.105 per share of common stock ~~which is~~ payable December 6, 2021 to shareholders of record at the close of business ~~on November 6, 2017 and is expected~~January 4, 2022. During the first half of 2020, our Board of Directors temporarily suspended the Company’s cash dividend policy due to bethe uncertainty caused by the Covid-19 pandemic. The policy has since been reinstated. During the year ended December 31, 2020, we paid ~~on November 16, 2017.~~a total of $0.21 per common share, or $5.7 million. Future dividend policy and the payment of dividends, if any, will be determined by the Board of Directors in light of circumstances then existing, including our earnings, financial condition and other factors deemed relevant by the Board of Directors.

~~We expect that~~While operating cash flows may be negatively impacted by a prolonged pandemic, the Company believes we will be able to finance our near term needs for working capital over the next twelve months, as well as any planned capital expenditures during such period, with cash balances, cash flows from operations, and loans and extensions of credit under our credit facilities and on margin against our marketable securities. Should the impact of the COVID-19 pandemic last longer than anticipated, and/or our cash flow from operations ~~working~~decline more than expected, we may need to obtain additional financing. The Company’s ability to fund future operating expenses and capital ~~and available borrowings~~expenditures, as well as its ability to meet future debt service obligations or refinance indebtedness will depend on future operating performance, which will be sufficient to meet our capital commitments, to fund our operational needs for at least the next twelve months, and to fund mandatory debt repayments. Based on the availability of borrowings under our credit facilities, borrowings against our marketable security portfolioaffected by general economic, financial, and other ~~financing sources, and assuming the continuation of~~factors beyond our ~~current level of profitability, we do not expect that we will experience any liquidity constraints in the foreseeable future.~~control.

We continue to evaluate business development opportunities, including potential acquisitions that fit our strategic plans. There can be no assurance that we will identify any opportunities that fit our strategic plans or will be able to execute any such opportunities on terms acceptable to us. Depending on ~~the~~ prospective consideration to be paid for an acquisition, any such opportunities would be financed first from available cash and cash equivalents and availability of borrowings under our credit facilities.

Our ~~ABL Facility~~secured credit facility (the “Credit Facility”) provides for maximum borrowings of ~~$120~~$350 million in the form of a $150 million term loan and a $200 million revolver at a variable rate of interest based on LIBOR or a base rate and matures on ~~December 23, 2020.~~November 26, 2023. The ~~ABL~~Credit Facility, which is secured by cash, deposits, ~~and~~ accounts receivable, and selected other assets of ~~our borrowing subsidiaries,~~the applicable borrowers, includes customary affirmative and negative covenants and events of default, as well as financial covenants requiring a minimum fixed charge coverage ~~ratio~~and leverage ratios, and customary mandatory prepayments provisions. Our Credit Facility includes an accordion feature which allows us to ~~be maintained after a triggering event. Interest on base rate advances is payable quarterly, and interest on each LIBOR-based advance is payable on the last day of the applicable interest period.~~increase availability by up to $100 million upon our request. At ~~September 30, 2017,~~October 2, 2021, we were in compliance with all covenants under the ~~ABL~~Credit Facility, and ~~$40.5 million was available for borrowing.~~

One of our wholly-owned subsidiaries, Westport Axle Corporation, has a secured credit facility (the “Westport Facility”) that allows maximum borrowings of $60 million in the form of a $40 million term loan and a $20 million revolver. Borrowings under the Westport Facility, which matures on December 23, 2020, accrue interest at a variable interest rate based on LIBOR or a base rate and are secured by all of Westport’s assets. Universal becomes a guarantor upon the occurrence of certain events specified in the Westport Facility. Borrowings are repaid in part quarterly with the balance due at maturity. Interest on base rate advances is payable quarterly, and interest on each LIBOR-based advance is payable on the last day of the applicable interest period. The Westport Facility includes

~~customary affirmative and negative covenants and events of default. At September 30, 2017, we were in compliance with all covenants, and $13.7~~$27.8 million was available for borrowing.

A ~~wholly-owned~~wholly owned subsidiary issued a series of promissory notes in order to finance transportation equipment (the “Equipment Financing”). The notes issued in connection with the Equipment Financing, which are secured by liens on ~~selected~~specific titled vehicles, include certain affirmative and negative covenants, are generally payable in 60 monthly installments and bear interest at fixed rates ranging from ~~3.18%~~2.25% to ~~4.11%~~5.13%. ~~At September 30, 2017, we were in compliance with all covenants.~~

A ~~wholly-owned~~wholly owned subsidiary issued a series of promissory notes in order to finance certain purchases of real property (the “Real Estate Financing”). The promissory notes, ~~issued in connection with the Real Estate Financing require monthly payments of principal and accrued interest until their maturity on June 30, 2026. The notes~~which are secured by first mortgages and assignment of leases on specific parcels of real estate and improvements, ~~included~~include certain affirmative and negative covenants and are generally payable in a collateral pool specified in the security documents. The Real Estate Financing includes an additional promissory note that is secured by other real property and improvements and matures on September 5, 2026.120 monthly installments. Each of the notes bears interest at variable rates ranging from LIBOR plus 1.85% to LIBOR plus 2.25%. At ~~September 30, 2017,~~October 2, 2021, we were in compliance with all covenants.

We also maintain a short-term line of credit secured by our portfolio of marketable securities (the “Margin Facility”). It bears interest at LIBOR plus 1.10%. The amount available under the Margin Facility is based on a percentage of the market value of the underlying securities. We did not have any amounts ~~outstanding under~~advanced against the ~~Margin Facility at September 30, 2017,~~line as of October 2, 2021, and the maximum available borrowings were ~~$7.0~~$4.2 million.

At ~~September 30, 2017,~~October 2, 2021, we had cash and cash equivalents of ~~$2.9~~$13.1 million compared to ~~$1.8~~$8.8 million at December 31, ~~2016. Net~~2020. Operating activities provided $53.7 million in net cash, ~~provided by operating activities was $70.4 million, while~~and we used ~~$45.1~~$21.1 million in investing activities and ~~$24.5~~$28.2 million in financing activities.

The ~~$70.4~~$53.7 million in net cash provided by operations was primarily attributed to ~~$3.8~~$57.5 million of net income, which reflects non-cash depreciation and amortization, noncash lease expense, gain on marketable equity securities, gains on equipment sales, amortization of debt issuance costs, stock-based compensation, and provisions for doubtful accounts ~~and a change in deferred income taxes~~ totaling ~~$29.9~~$74.2 million, net. Net cash provided by operating activities also reflects an aggregate ~~decrease~~increase in net working capital totaling ~~$36.7~~$78.0 million. The ~~aggregate decrease~~primary drivers behind the increase in working capital ~~is primarily~~were principal reductions in operating lease liabilities during the ~~result of~~period, an increase in trade and other accounts ~~payable outstanding at the end of the period, increases in accruals made for on-going litigation, and decreases~~receivable, an increase in prepaid expenses and other ~~assets. The~~assets, and a decrease ~~was~~in income taxes payable. These were partially offset by ~~an increase~~increases in accruals for insurance and claims, trade ~~receivables attributable to higher revenues.~~accounts payable, and accrued expenses and other current liabilities. Affiliate transactions ~~increased~~decreased net cash provided by operating activities ~~during the thirty-nine weeks ended September 30, 2017~~ by $1.8 million. The ~~increase consisted of an increase~~decrease in net cash resulted from a decrease in accounts payable to affiliates of ~~$2.0~~$2.1 million ~~while~~and a decrease in accounts receivable from affiliates ~~increased~~of $0.2 million.

The ~~$45.1~~$21.1 million in net cash used in investing activities consisted of ~~$46.7~~$26.2 million in capital expenditures and $0.1 million in marketable securities purchases. These uses were partially offset by ~~$0.7~~$5.1 million in proceeds from the sale of equipment ~~sales~~ and ~~$1.3~~$0.1 million in proceeds from ~~sales~~the sale of marketable securities. ~~Purchases of marketable securities totaling $0.4 million during the period.~~

We ~~also~~ used ~~$24.5~~$28.2 million in ~~net~~financing activities during the thirty-nine weeks ended October 2, 2021. During the period we paid cash ~~in financing activities.~~dividends of $11.3 million. We had outstanding borrowings totaling ~~$244.9~~$444.8 million at ~~September 30, 2017~~October 2, 2021 compared to ~~$262.8~~$461.7 million at December 31, ~~2016, a net decrease of $17.9 million. We made $266.4 million of principal repayments and borrowed $248.5 million, including $24.7 million in new equipment notes.~~2020. During the period we ~~also paid cash dividends~~had net borrowings on our revolving lines of ~~$6.0~~credit totaling $20.9 million and borrowed an additional $8.3 million for new equipment. We also made ~~$0.6~~term loan, and equipment and real estate note payments totaling $46.1 million ~~of common stock repurchases.~~ during the period.

A summary of critical accounting policies is presented in Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations - Critical Accounting Policies," of our Form 10-K for the year ended December 31, ~~2016.~~2020. There have been no changes in our accounting policies during the thirteen weeks ended ~~September 30, 2017.~~

Generally, demand for our value-added services delivered to existing customers increases during the second calendar quarter of each year as a result of the automotive industry’s spring selling ~~season and~~season. Conversely, such demand generally decreases during the third quarter of each year due to the impact of scheduled OEM customer plant shutdowns in July ~~and August~~ for vacations and changeovers in production lines for new model years.

Our value-added services business is also impacted in the fourth quarter by plant shutdowns during the December holiday period. However, due to the COVID-19 pandemic and its impact on North American automotive manufacturing, we may not experience normal seasonal demand for our services supporting the automotive production and selling cycles during the current year.

Our transportation services business is generally impacted by decreased activity during the post-holiday winter season and, in certain states, during hurricane season. At these times, some shippers reduce their shipments, and inclement weather impedes trucking operations or underlying customer demand.

Prolonged adverse weather conditions, particularly in winter months, can also adversely impact margins due to productivity declines and related challenges meeting customer service requirements.

Additionally, our transportation services business, excluding dedicated transportation tied to specific customer supply chains, is generally impacted by decreased activity during the post-holiday winter season and, in certain states during hurricane season, because some shippers reduce their shipments and inclement weather impedes trucking operations or underlying customer demand.

There have not been any material changes to the Company’s market risk during the thirteen weeks ended ~~September 30, 2017.~~October 2, 2021. For additional information, please see the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2016.~~2020.

~~We carried out an evaluation under the supervision and~~Our management, with the participation of ~~our management, including~~ our Chief Executive Officer and Chief Financial Officer, ofevaluated the effectiveness ~~of the design and operation~~ of our disclosure controls and procedures ~~pursuant to paragraph (b) of~~as defined in Rule ~~13a-15 or 15d-15 of~~13a-15(e) under the Securities Exchange Act of 1934, as amended ~~(or the Exchange Act). Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that,~~(the “Exchange Act”), as of ~~September 30, 2017, our~~October 2, 2021. Our disclosure controls and procedures ~~were effective in causing the material~~are designed to provide reasonable assurance of achieving their objectives of ensuring that information we are required to ~~be disclosed~~disclose in the reports ~~that it files~~we file or ~~submits~~submit under the Exchange Act (i) to be recorded, processed, summarized and reported, to the extent applicable, within the time periods required for us to meet the Securities and Exchange Commission’s (or SEC) filing deadlines for these reports specified in the SEC’s rules and forms and (ii) to beis accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required ~~disclosure.~~disclosures, and is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms. There is no assurance that our disclosure controls and procedures will operate effectively under all circumstances.

In connection with the preparation of our consolidated financial statements for the year ended December 31, 2020, we concluded there was a material weakness in our internal control over financial reporting resulting from the absence of formalized policies and controls designed to identify the status of and any modifications to our existing facility lease obligations. As discussed below, we are taking steps to remediate this material weakness in internal control over financial reporting; however, we are not yet able to determine whether the steps we are taking will fully remediate the material weakness.

Because of the material weakness in our internal control over financial reporting as previously disclosed, our Chief Executive Officer and Chief Financial Officer concluded that, as of October 2, 2021, our disclosure controls and procedures were not effective at the reasonable assurance level. Our management, including our Chief Executive Officer and Chief Financial Officer, has concluded that, notwithstanding the material weakness in our internal control over financial reporting, the condensed consolidated financial statements in this Quarterly Report on Form 10-Q fairly present, in all material respects, our financial position, results of operations and cash flows for the periods presented in conformity with U.S. GAAP.

Starting in 2021, we commenced measures to remediate the identified material weakness. Those remediation measures are ongoing and include the following:

While we believe that these efforts will improve our internal control over financial reporting, the implementation of these measures is ongoing and will require validation and testing of the design and operating effectiveness of internal controls over a sustained period of financial reporting cycles.

We believe we are making progress toward achieving the effectiveness of our internal controls and disclosure controls. The actions that we are taking are subject to ongoing senior management review, as well as audit committee oversight. We will not be able to conclude whether the steps we are taking will fully remediate the material weakness in our internal control over financial reporting until we have completed our remediation efforts and subsequent evaluation of their effectiveness. We may also conclude that additional measures may be required to remediate the material weakness in our internal control over financial reporting, which may necessitate additional implementation and evaluation time. We will continue to assess the effectiveness of our internal control over financial reporting and take steps to remediate the known material weaknesses expeditiously.

~~There have been no changes in~~We are taking actions to remediate the material weakness relating to our internal controls over financial reporting, as described above. Except as otherwise described herein, there was no change in our internal control over financial reporting that occurred during the ~~thirteen weeks ended September 30, 2017 identified in connection with our evaluation~~period covered by this Quarterly Report on Form 10-Q that ~~have~~has materially affected, or ~~are~~is reasonably likely to materially affect, our internal ~~controls~~control over financial reporting.

Management recognizes that a control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud or error, if any, have been detected. These inherent limitations include the realities that judgments in decision making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

On ~~October 16, 2017,~~March 17, 2021, the Company received a ~~jury in state court in Cook County, Illinois rendered a verdict~~complaint from the National Labor Relations Board (the “NLRB”) based on charges alleged by the International Brotherhood of ~~$54.2 million~~Teamsters against Universal Am-Can, Ltd. (“UACL”) in the matter of Denton v. UACL, et al. The litigation relates to a vehicular accident that occurred on February 8, 2011 on I-65 in Rensselaer, Indiana. The accident involved a tractor-trailer being driven by an independent owner-operator of UACL. The driver was braking on the expressway in order to avoid another vehicle being driven the wrong way on the interstate. The truck attempted to avoid the oncoming vehicle and the plaintiff’s vehicle and, in so doing, struck the plaintiff’s vehicle. As a resultfour of the ~~accident,~~Company’s operating subsidiaries. The charges stem from the ~~plaintiff sustained non-life threatening injuries.~~Company’s decision to close underperforming operations in California in December 2019. In ~~connection with~~April 2021, the ~~verdict,~~Company answered the ~~jury determined~~complaint by denying it engaged in any unfair labor practices and maintaining that ~~UACL was responsible~~the Company closed the underperforming California terminal due to financial reasons. In October 2021, the Company received an adverse ruling requiring the Company to, among other things, reinstate the terminated drivers and compensate them for the liability associated with the accident, with UACL and the other co-defendants being jointly responsible for 40% of the compensatory damages. The verdict included $19.2 million in compensatory damages and $35.0 million in punitive damages against UACL. The insurance coverage available for reimbursement of UACL’s damages underlying the verdict is limited to $1.0 million.back pay. The Company currently estimates the possible range of financial exposure in the matter, net of insurance coverage, to be between $18.2 and $53.2 million. We intend to file motions in the trial court seeking judgment in UACL’s favor on certain claims that are the subject of the verdict, and for a new trial on others. We believe the facts and the law do not support the jury’s findings of liability against UACL, and we intendintends to appeal the ~~verdict~~decision. The calculation of the amount owed to the ~~extent~~drivers will take into consideration any offsetting earnings made by terminated individuals since their separation from the circuit court does not set it aside as a result of these motions. Based on the Company’s best estimate of the liability at this time, the Company has recorded additional insurance and claims expense of $15.6 million increasing the total accrual for this matter to $18.2 million. While it is not feasible to predict with any certainty the outcome of this litigation, its ultimate resolution could be material to our cash flows and results of operations.

The Company is involved in certain other claims and pending litigation ~~incidental to~~arising from the ordinary ~~course~~conduct of business. We also provide accruals for claims within our ~~business, primarily involving claims for personal injury and property damage incurred in the transportation of freight.~~self-insured retention amounts. Based on the knowledge of the facts, and in certain cases, opinions of outside counsel, in the Company’s opinion the resolution of these claims and pending litigation will not have a material effect on our financial position, results of operations or cash flows. However, if we ~~believe all such litigation is adequately~~experience claims that are not covered by our insurance or ~~otherwise reserved for~~that exceed our estimated claim reserve, it could increase the volatility of our earnings and ~~that adverse results in one or more of those cases would not~~ have a materially adverse effect on our financial condition, ~~operating~~ results of operations or cash flows.

~~There~~Except as noted below, there have been no material changes to our risk factors as previously disclosed in Item 1A to Part 1 of our Form 10-K for the fiscal year ended December 31, ~~2016.~~2020.

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, have increasingly asserted that independent contractors in the transportation services industry are employees rather than independent contractors. Federal and state legislation has been introduced in the past that would make it easier for tax and other authorities to reclassify independent contractors as employees, including legislation designed to increase the recordkeeping requirements for those that engage independent contractor drivers and to increase the penalties for companies who misclassify their employees and are found to have violated employees’ overtime and/or wage requirements.

In September 2019, California enacted a new law, A.B. 5 (“AB5”), that made it more difficult for workers to be classified as independent contractors. AB5 provides that the three-pronged “ABC Test” must be used to determine worker classifications in wage order claims. Under the ABC Test, a worker is presumed to be an employee and the burden to demonstrate their independent contractor status is on the hiring company through satisfying all three of the following criteria: (a) the worker is free from control and direction in the performance of services; (b) the worker is performing work outside the usual course of the business of the hiring company; and (c) the worker is customarily engaged in an independently established trade, occupation, or business. How AB5 will be enforced is still to be determined. Although it was set to enter into effect in January 2020, a federal judge in California issued a preliminary injunction staying enforcement of AB5 on the trucking industry while the California Trucking Association (“CTA”) moved forward with its suit seeking to invalidate AB5. The U.S. Court of Appeals for the Ninth Circuit, however, reversed the judicial stay on April 28, 2021. Shortly thereafter, the CTA announced it would petition the U.S. Supreme Court to review the decision of the Ninth Circuit, and on June 28, 2021, the Ninth Circuit granted a motion to stay enforcement of AB5 pending the U.S. Supreme Court’s decision on CTA’s petition.

While the U.S. Supreme Court may decide to conduct a judicial review of the Ninth Circuit’s decision, there can be no assurance that AB5 will not be enforceable against trucking companies in the near future, that interpretations supporting 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.

As we continue to grow our business in Mexico, we are subject to greater risks of doing business internationally. Those risks include but are not limited to the following:

We also face additional risks associated with our business in Mexico, including but not limited to the following:

If we are unable to address business concerns related to our Mexican operations in a timely and cost-efficient manner, our financial position, results of operations, or cash flows could be adversely affected.

~~The following table provides information regarding the Company’s purchases of its common stock during the period from July 2, 2017 to September 30, 2017, the Company’s first fiscal quarter:~~None.

On June 30, 2014, the Company announced that it had been authorized to purchase up to 800,000 shares of its common stock from time to time in the open market. As of September 30, 2017, the Company may purchase 776,733 shares of its common stock under this authorization. No specific expiration date has been assigned to the authorization.

Included in the table above is also 2,850 shares of common stock acquired on August 28, 2017 by the Company from an employee for $44,175 upon exercising its right of first refusal pursuant to a restricted stock bonus award agreement.

The exhibits listed on the Exhibit Index are furnished as part of this quarterly report on Form 10-Q.

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report on Form 10-Q to be signed on its behalf by the undersigned, thereunto duly authorized.


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, no par value	ULH	The NASDAQ Stock Market LLC

	Cost		Gross Unrealized Holding Gains		Gross Unrealized Holding (Losses)			Fair Value
At September 30, 2017
Equity Securities	$	10,231	$	4,991	$	(574	)	$	14,648

At December 31, 2016
Equity Securities	$	10,168	$	4,780	$	(589	)	$	14,359

	Less than 12 Months				12 Months or Greater				Total
	Fair Value		Unrealized Losses		Fair Value		Unrealized Losses		Fair Value		Unrealized Losses
At September 30, 2017
Equity securities	$	988	$	75	$	1,428	$	499	$	2,416	$	574

At December 31, 2016
Equity securities	$	426	$	41	$	2,438	$	548	$	2,864	$	589

	September 30, 2017		December 31, 2016

Payroll related items	$	9,718	$	8,379
Driver escrow liabilities		3,728		7,601
Commissions, taxes and other		11,362		3,785
Total	$	24,808	$	19,765

	October 2, 2021		December 31, 2020
Fair value	$	7,805	$	6,534
Cost		6,426		6,579
Unrealized gain (loss)	$	1,379	$	(45	)

	October 2, 2021			December 31, 2020
Gross unrealized gains	$	2,352		$	1,627
Gross unrealized losses		(973	)		(1,672	)
Net unrealized gains (losses)	$	1,379		$	(45	)

	October 2, 2021		December 31, 2020

Accrued payroll	$	15,867	$	11,536
Accrued payroll taxes		7,358		11,601
Driver escrow liabilities		4,156		4,045
Legal settlements and claims		3,600		3,700
Commissions, taxes and other		10,244		8,706
Total	$	41,225	$	39,588

	Thirty-nine weeks ended October 2, 2021
	With Affiliates		With Third Parties			Total
Lease cost
Operating lease cost	$	7,472	$	17,314		$	24,786
Short-term lease cost		42		6,493			6,535
Variable lease cost		640		1,997			2,637
Sublease income		-		(1,248	)		(1,248	)
Total lease cost	$	8,154	$	24,556		$	32,710

	Thirty-nine weeks ended October 3, 2020
	With Affiliates		With Third Parties			Total
Lease cost
Operating lease cost	$	7,966	$	17,625		$	25,591
Short-term lease cost		487		4,072			4,559
Variable lease cost		308		2,715			3,023
Sublease income		-		(3,326	)		(3,326	)
Total lease cost	$	8,761	$	21,086		$	29,847

	Thirteen weeks ended September 30, 2017
	Transportation			Logistics			Other			Total
Operating revenues	$	199,013		$	113,667		$	321		$	313,001
Eliminated inter-segment revenues		(259	)		(2,139	)		-			(2,398	)
Income (loss) from operations		(7,641	)		4,692			(535	)		(3,484	)
Total assets		288,917			287,649			27,289			603,855

	Thirteen weeks ended October 1, 2016
	Transportation			Logistics			Other		Total
Operating revenues	$	169,655		$	101,110		$	728	$	271,493
Eliminated inter-segment revenues		(527	)		(1,966	)		—		(2,493	)
Income from operations		4,577			5,360			90		10,027
Total assets		241,540			295,583			21,108		558,231

	Thirty-nine weeks ended September 30, 2017
	Transportation			Logistics			Other			Total
Operating revenues	$	552,442		$	349,252		$	948		$	902,642
Eliminated inter-segment revenues		(1,025	)		(6,124	)		-			(7,149	)
Income (loss) from operations		7,208			6,359			(1,465	)		12,102
Total assets		288,917			287,649			27,289			603,855

	Thirty-nine weeks ended October 1, 2016
	Transportation			Logistics			Other			Total
Operating revenues	$	496,488		$	310,896		$	1,316		$	808,700
Eliminated inter-segment revenues		(1,471	)		(5,967	)		—			(7,438	)
Income (loss) from operations		17,384			24,517			(1,170	)		40,731
Total assets		241,540			295,583			21,108			558,231

Fiscal Period	Total Number of Shares Purchased		Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Program		Maximum Number of Shares that May Yet be Purchased Under the Plans or Program
July 2, 2017 - July 29, 2017		-	$	-		-		800,000
July 30, 2017 - Aug. 26, 2017		-		-		-		800,000
Aug. 27, 2017 - Sept. 30, 2017		26,117		19.79		23,267		776,733
Total		26,117	$	19.79		23,267		776,733

Exhibit No.		Description

3.1		Amended and Restated Articles of Incorporation (incorporated by reference to Exhibit 3.1 to the Registrant’s Registration Statement on Form S-1 filed on November 15, 2004)

3.2		Amendment to Articles of Incorporation (incorporated by reference to Exhibit 3(i)-1 and 3(i)-2 to the Registrant’s Current Report on Form 8-K filed on November 1, 2012)

3.3		Certificate of Amendment to Restated Articles of Incorporation (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on May 2, 2016)

3.4		~~Fourth~~Fifth Amended and Restated Bylaws, ~~as amended~~ effective ~~April 28, 2016~~December 13, 2019 (incorporated by reference to Exhibit ~~3.2~~3.1 to the Registrant’s Current Report on Form 8-K filed on ~~May 2, 2016)~~December 16, 2019)

4.1		Second Amended and Restated Registration Rights Agreement dated July 28, 2021 among the Registrant ~~Matthew T. Moroun, the Manuel J. Moroun Revocable Trust~~ and the ~~M.J.~~ Moroun ~~2012 Annuity Trust~~Family Holders (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed July ~~26, 2012).~~29, 2021)

~~10.1~~		~~First Amendment to Credit Agreement between Westport Axle Corp. and Comerica Bank (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q filed on May 11, 2017).~~

~~10.2~~		Second Amendment to Credit Agreement between Westport Axle Corp. and Comerica Bank (incorporated by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q filed on May 11, 2017).

31.1*		Chief Executive Officer certification, as adopted pursuant to section 302 of the Sarbanes-Oxley Act of 2002

31.2*		Chief Financial Officer certification, as adopted pursuant to section 302 of the Sarbanes-Oxley Act of 2002

32.1**		Chief Executive Officer and Chief Financial Officer certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002

101.INS*		Inline XBRL Instance Document

101.SCH*		Inline XBRL Schema Document

101.CAL*		Inline XBRL Calculation Linkbase Document

101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB*		Inline XBRL Labels Linkbase Document

101.PRE*		Inline XBRL Presentation Linkbase Document

104*		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

		Universal Logistics Holdings, Inc.
		(Registrant)

Date: November ~~9, 2017~~12, 2021	By:	/s/ Tim Phillips
		Tim Phillips Chief Executive Officer

Date: November 12, 2021	By:	/s/ Jude Beres
		Jude Beres Chief Financial Officer

~~Date: November 9, 2017~~	~~By:~~	~~/s/ Jeff Rogers~~
		~~Jeff Rogers~~ ~~Chief Executive Officer~~

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Smaller reporting company

Emerging growth company