10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2022

or

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ________ to ________ .

Commission File Number: 0-19582

OLD DOMINION FREIGHT LINE, INC.

(Exact name of registrant as specified in its charter)

Virginia	56-0751714
(State or other jurisdiction of<br><br>incorporation or organization)	(I.R.S. Employer<br><br>Identification No.)
500 Old Dominion Way<br><br>Thomasville, North Carolina	27360
---	---
(Address of principal executive offices)	(Zip Code)

(336) 889-5000

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock ($0.10 par value)	ODFL	The Nasdaq Stock Market LLC<br><br>(Nasdaq Global Select Market)

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

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

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

Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐

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

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

As of November 2, 2022 there were 110,481,622 shares of the registrant’s Common Stock ($0.10 par value) outstanding.

INDEX

Part I – FINANCIAL INFORMATION		1
Item 1	Financial Statements	1
	Condensed Balance Sheets – September 30, 2022 and December 31, 2021	1
	Condensed Statements of Operations – For the three and nine months ended September 30, 2022 and 2021	3
	Condensed Statements of Changes in Shareholders’ Equity – For the three and nine months ended September 30, 2022 and 2021	4
	Condensed Statements of Cash Flows – For the nine months ended September 30, 2022 and 2021	5
	Notes to the Condensed Financial Statements	6
Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	10
Item 3	Quantitative and Qualitative Disclosures about Market Risk	19
Item 4	Controls and Procedures	19
Part II – OTHER INFORMATION		20
Item 1	Legal Proceedings	20
Item 1A	Risk Factors	20
Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	21
Item 6	Exhibits	21
Exhibit Index		22
Signatures		23

Item 1. Financial Statements

OLD DOMINION FREIGHT LINE, INC.

CONDENSED BALANCE SHEETS

			December 31,
(In thousands, except share and per share data)			2021
ASSETS
Current assets:
Cash and cash equivalents	216,727		$	462,564
Short-term investments	158,829			254,433
Customer receivables, less allowances of 11,100 and 9,855, respectively	630,370			567,474
Income taxes receivable	10,097			19,218
Other receivables	13,327			12,410
Prepaid expenses and other current assets	81,847			67,688
Total current assets	1,111,197			1,383,787
Property and equipment:
Revenue equipment	2,344,781			2,146,205
Land and structures	2,670,604			2,463,949
Other fixed assets	568,131			512,340
Leasehold improvements	13,506			13,131
Total property and equipment	5,597,022			5,135,625
Accumulated depreciation	(2,105,511	)		(1,919,939	)
Net property and equipment	3,491,511			3,215,686
Other assets	208,685			222,071
Total assets	4,811,393		$	4,821,544

All values are in US Dollars.

Note: The Condensed Balance Sheet at December 31, 2021 has been derived from the audited financial statements at that date, but does not include all of the information and notes required by U.S. generally accepted accounting principles for complete financial statements.

The accompanying notes are an integral part of these condensed financial statements.

OLD DOMINION FREIGHT LINE, INC.

CONDENSED BALANCE SHEETS

(CONTINUED)

		December 31,
(In thousands, except share and per share data)		2021
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable	120,160	$	82,519
Compensation and benefits	293,688		257,905
Claims and insurance accruals	66,228		61,822
Other accrued liabilities	94,154		61,988
Income taxes payable	45,097		—
Current maturities of long-term debt	20,000		—
Total current liabilities	639,327		464,234
Long-term liabilities:
Long-term debt	79,959		99,947
Other non-current liabilities	265,553		328,838
Deferred income taxes	268,384		248,718
Total long-term liabilities	613,896		677,503
Total liabilities	1,253,223		1,141,737
Commitments and contingent liabilities
Shareholders’ equity:
Common stock - 0.10 par value, 280,000,000 shares authorized, 110,954,501 and 115,011,172 shares outstanding at September 30, 2022 and December 31, 2021, respectively	11,095		11,501
Capital in excess of par value	240,790		174,445
Retained earnings	3,306,285		3,493,861
Total shareholders’ equity	3,558,170		3,679,807
Total liabilities and shareholders’ equity	4,811,393	$	4,821,544

All values are in US Dollars.

Note: The Condensed Balance Sheet at December 31, 2021 has been derived from the audited financial statements at that date, but does not include all of the information and notes required by U.S. generally accepted accounting principles for complete financial statements.

The accompanying notes are an integral part of these condensed financial statements.

OLD DOMINION FREIGHT LINE, INC.

CONDENSED STATEMENTS OF OPERATIONS

(UNAUDITED)

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
(In thousands, except share and per share data)	2022			2021			2022			2021
Revenue from operations	$	1,603,690		$	1,400,046		$	4,768,418		$	3,845,970
Operating expenses:
Salaries, wages and benefits		675,084			649,685			2,060,983			1,806,862
Operating supplies and expenses		217,260			146,509			645,329			408,242
General supplies and expenses		45,951			37,312			120,580			102,907
Operating taxes and licenses		35,753			34,028			105,781			98,550
Insurance and claims		17,491			15,674			50,562			43,579
Communications and utilities		10,288			8,738			30,062			25,324
Depreciation and amortization		68,347			65,160			203,997			193,094
Purchased transportation		34,453			52,037			129,634			130,678
Miscellaneous expenses, net		2,983			7,493			11,087			17,623
Total operating expenses		1,107,610			1,016,636			3,358,015			2,826,859
Operating income		496,080			383,410			1,410,403			1,019,111
Non-operating expense (income):
Interest expense		997			371			1,283			1,343
Interest income		(1,333	)		(178	)		(1,933	)		(660	)
Other expense, net		351			266			1,706			1,781
Total non-operating expense		15			459			1,056			2,464
Income before income taxes		496,065			382,951			1,409,347			1,016,647
Provision for income taxes		118,664			96,317			356,117			261,078
Net income	$	377,401		$	286,634		$	1,053,230		$	755,569
Earnings per share:
Basic	$	3.38		$	2.48		$	9.32		$	6.52
Diluted	$	3.36		$	2.47		$	9.26		$	6.48
Weighted average shares outstanding:
Basic		111,569,260			115,411,032			113,011,703			115,905,834
Diluted		112,294,938			116,161,555			113,746,887			116,655,504
Dividends declared per share	$	0.30		$	0.20		$	0.90		$	0.60

The accompanying notes are an integral part of these condensed financial statements.

OLD DOMINION FREIGHT LINE, INC.

CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

(UNAUDITED)

	Three Months Ended September 30, 2022 and 2021
							Capital in
	Common Stock						Excess of			Retained
(In thousands)	Shares			Amount			Par Value			Earnings			Total
Balance as of June 30, 2022		112,236		$	11,224		$	236,991		$	3,307,614		$	3,555,829
Net income		—			—			—			377,401			377,401
Share repurchases		(1,282	)		(129	)		—			(345,302	)		(345,431	)
Cash dividends declared		—			—			—			(33,428	)		(33,428	)
Share-based compensation and share issuances, net of <br>      forfeitures		—			—			3,860			—			3,860
Taxes paid in exchange for shares withheld		—			—			(61	)		—			(61	)
Balance as of September 30, 2022		110,954		$	11,095		$	240,790		$	3,306,285		$	3,558,170
Balance as of June 30, 2021		115,810		$	11,581		$	160,204		$	3,230,593		$	3,402,378
Net income		—			—			—			286,634			286,634
Share repurchases, including settlements under accelerated <br>      share repurchase programs		(796	)		(80	)		68,750			(256,170	)		(187,500	)
Forward contract for accelerated share repurchases		—			—			(62,500	)		—			(62,500	)
Cash dividends declared		—			—			—			(23,000	)		(23,000	)
Share-based compensation and share issuances, net of <br>      forfeitures		(3	)		—			3,886			—			3,886
Balance as of September 30, 2021		115,011		$	11,501		$	170,340		$	3,238,057		$	3,419,898
	Nine Months Ended September 30, 2022 and 2021
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							Capital in
	Common Stock						Excess of			Retained
(In thousands)	Shares			Amount			Par Value			Earnings			Total
Balance as of December 31, 2021		115,011		$	11,501		$	174,445		$	3,493,861		$	3,679,807
Net income		—			—			—			1,053,230			1,053,230
Share repurchases, including settlements under accelerated <br>      share repurchase programs		(4,085	)		(409	)		162,500			(1,139,392	)		(977,301	)
Forward contract for accelerated share repurchases		—			—			(100,000	)		—			(100,000	)
Cash dividends declared		—			—			—			(101,414	)		(101,414	)
Share-based compensation and share issuances, net of <br>      forfeitures		55			6			12,027			—			12,033
Taxes paid in exchange for shares withheld		(27	)		(3	)		(8,182	)		—			(8,185	)
Balance as of September 30, 2022		110,954		$	11,095		$	240,790		$	3,306,285		$	3,558,170
Balance as of December 31, 2020		117,058		$	11,706		$	226,451		$	3,088,131		$	3,326,288
Net income		—			—			—			755,569			755,569
Share repurchases, including settlements under accelerated <br>      share repurchase programs		(2,083	)		(209	)		68,750			(536,256	)		(467,715	)
Forward contract for accelerated share repurchases		—			—			(131,250	)		—			(131,250	)
Cash dividends declared		—			—			—			(69,387	)		(69,387	)
Share-based compensation and share issuances, net of <br>      forfeitures		57			6			10,928			—			10,934
Taxes paid in exchange for shares withheld		(21	)		(2	)		(4,539	)		—			(4,541	)
Balance as of September 30, 2021		115,011		$	11,501		$	170,340		$	3,238,057		$	3,419,898

The accompanying notes are an integral part of these condensed financial statements.

OLD DOMINION FREIGHT LINE, INC.

CONDENSED STATEMENTS OF CASH FLOWS

(UNAUDITED)

	Nine Months Ended
	September 30,
(In thousands)	2022			2021
Cash flows from operating activities:
Net income	$	1,053,230		$	755,569
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		204,009			193,106
Gain on disposal of property and equipment		(2,584	)		(179	)
Deferred income taxes		20,705			9,193
Other, net		24,772			22,915
Changes in operating assets and liabilities, net		30,102			(107,989	)
Net cash provided by operating activities		1,330,234			872,615
Cash flows from investing activities:
Purchase of property and equipment		(504,782	)		(384,688	)
Proceeds from sale of property and equipment		20,044			18,635
Purchase of short-term investments		(163,720	)		(254,832	)
Proceeds from maturities of short-term investments		259,623			360,203
Other investing activities, net		—			(500	)
Net cash used in investing activities		(388,835	)		(261,182	)
Cash flows from financing activities:
Payments for share repurchases		(1,077,301	)		(536,465	)
Forward contract for accelerated share repurchases		—			(62,500	)
Dividends paid		(101,440	)		(69,387	)
Other financing activities, net		(8,495	)		(4,750	)
Net cash used in financing activities		(1,187,236	)		(673,102	)
Decrease in cash and cash equivalents		(245,837	)		(61,669	)
Cash and cash equivalents at beginning of period		462,564			401,430
Cash and cash equivalents at end of period	$	216,727		$	339,761

The accompanying notes are an integral part of these condensed financial statements.

NOTES TO THE CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

Note 1. Significant Accounting Policies

Business

We are one of the largest North American less-than-truckload (“LTL”) motor carriers. We provide regional, inter-regional and national LTL services through a single integrated, union-free organization. Our service offerings, which include expedited transportation, are provided through an expansive network of service centers located throughout the continental United States. Through strategic alliances, we also provide LTL services throughout North America. In addition to our core LTL services, we offer a range of value-added services including container drayage, truckload brokerage and supply chain consulting. We have one operating segment and the composition of our revenue is summarized below:

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
(In thousands)	2022		2021		2022		2021
LTL services	$	1,582,952	$	1,378,339	$	4,703,392	$	3,787,721
Other services		20,738		21,707		65,026		58,249
Total revenue from operations	$	1,603,690	$	1,400,046	$	4,768,418	$	3,845,970

Basis of Presentation

The accompanying unaudited, interim condensed financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and, in management’s opinion, contain all adjustments (consisting of normal recurring items) necessary for a fair presentation, in all material respects, of the financial position and results of operations for the periods presented. Accordingly, they do not include all of the information and notes required by U.S. GAAP for complete financial statements.

The preparation of condensed financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions. Such estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the condensed financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Our operating results are subject to seasonal trends; therefore, the results of operations for the interim period ended September 30, 2022 are not necessarily indicative of the results that may be expected for the subsequent quarterly periods or the year ending December 31, 2022.

The condensed financial statements should be read in conjunction with the financial statements and related notes, which appear in our Annual Report on Form 10-K for the year ended December 31, 2021. There have been no significant changes in the accounting principles and policies, long-term contracts or estimates inherent in the preparation of the condensed financial statements of Old Dominion Freight Line, Inc. as previously described in our Annual Report on Form 10-K for the year ended December 31, 2021, other than those disclosed in this Form 10-Q.

Unless the context requires otherwise, references in these Notes to “Old Dominion,” the “Company,” “we,” “us” and “our” refer to Old Dominion Freight Line, Inc.

Stock Repurchase Program

On May 1, 2020, we announced that our Board of Directors had approved a two-year stock repurchase program authorizing us to repurchase up to an aggregate of $700.0 million of our outstanding common stock (the “2020 Repurchase Program”). The 2020 Repurchase Program became effective upon the termination of our $350.0 million repurchase program on May 29, 2020. On July 28, 2021, we announced that our Board of Directors had approved a new stock repurchase program authorizing us to repurchase up to an aggregate of $2.0 billion of our outstanding common stock (the “2021 Repurchase Program”). The 2021 Repurchase Program, which does not have an expiration date, began after the completion of the 2020 Repurchase Program in January 2022.

Under our repurchase programs, we may repurchase shares from time to time in open market purchases or through privately negotiated transactions. Shares of our common stock repurchased under our repurchase programs are canceled at the time of repurchase and are classified as authorized but unissued shares of our common stock.

6

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We entered into accelerated share repurchase agreements with a third-party financial institution on each of February 25, 2021, August 26, 2021 and February 24, 2022. The Company’s accelerated share repurchase agreements are each accounted for as a settled treasury stock purchase and a forward stock purchase contract. The par value of the initial shares received is recorded as a reduction to common stock, with the excess purchase price recorded as a reduction to retained earnings. The forward stock purchase contract is accounted for as a contract indexed to our own stock and is classified within capital in excess of par value on our Condensed Balance Sheets. The Company's accelerated share repurchase agreements are each settled with the final number of shares received based on the daily volume-weighted average share price of our common stock over the term of the agreement, less a negotiated discount. The table below summarizes our accelerated share repurchase activity for the nine months ended September 30, 2022 and 2021.

		Agreement
Agreement	Settlement	Amount		Initial Shares		Shares Received		Total Shares
Date	Date	(In millions)		Received		at Settlement		Received
February 2021	August 2021	$	275.0		960,330		140,716		1,101,046
August 2021	January 2022	$	250.0		655,365		123,410		778,775
February 2022	April 2022	$	400.0		1,018,157		372,809		1,390,966

At September 30, 2022, we had $879.0 million remaining authorized under the 2021 Repurchase Program.

Note 2. Earnings Per Share

Basic earnings per share is computed by dividing net income by the daily weighted average number of shares of our common stock outstanding for the period, excluding unvested restricted stock. Unvested restricted stock is included in common shares outstanding on our Condensed Balance Sheets.

Diluted earnings per share is computed using the treasury stock method. The denominator used in calculating diluted earnings per share includes the impact of unvested restricted stock and other dilutive, non-participating securities under our equity award agreements. The denominator excludes contingently-issuable shares under performance-based award agreements when the performance target has not yet been deemed achieved.

The following table provides a reconciliation of the number of shares of common stock used in computing basic and diluted earnings per share:

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2022		2021		2022		2021
Weighted average shares outstanding - basic		111,569,260		115,411,032		113,011,703		115,905,834
Dilutive effect of share-based awards		725,678		750,523		735,184		749,670
Weighted average shares outstanding - diluted		112,294,938		116,161,555		113,746,887		116,655,504

Note 3. Long-Term Debt

Long-term debt, net of unamortized debt issuance costs, consisted of the following:

(In thousands)	September 30,<br>2022			December 31,<br>2021
Senior notes	$	99,959		$	99,947
Revolving credit facility		—			—
Total long-term debt		99,959			99,947
Less: Current maturities		(20,000	)		—
Total maturities due after one year	$	79,959		$	99,947

7

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Note Agreement

On May 4, 2020, we entered into a Note Purchase and Private Shelf Agreement with PGIM, Inc. (“Prudential”) and certain affiliates and managed accounts of Prudential (the “Note Agreement”). The Note Agreement, which is uncommitted and subject to Prudential’s sole discretion, provides for the issuance of senior promissory notes with an aggregate principal amount of up to $350.0 million through May 4, 2023. Pursuant to the Note Agreement, we issued $100.0 million aggregate principal amount of senior promissory notes (the “Series B Notes”) on May 4, 2020. Borrowing availability under the Note Agreement is reduced by the outstanding amount of the existing Series B Notes, and all other senior promissory notes issued pursuant to the Note Agreement.

The Series B Notes bear interest at 3.10% per annum and mature on May 4, 2027, unless prepaid. Principal payments are required annually beginning on May 4, 2023 in equal installments of $20.0 million through May 4, 2027. The Series B Notes are senior unsecured obligations and rank pari passu with borrowings under our second amended and restated credit agreement with Wells Fargo Bank, National Association serving as administrative agent for the lenders, which we entered into on November 21, 2019 (the “Credit Agreement”) or other senior promissory notes issued pursuant to the Note Agreement.

Credit Agreement

The Credit Agreement provides for a five-year, $250.0 million senior unsecured revolving line of credit and a $150.0 million accordion feature, which if fully exercised and approved, would expand the total borrowing capacity up to an aggregate of $400.0 million. Of the $250.0 million line of credit commitments under the Credit Agreement, up to $100.0 million may be used for letters of credit.

At our option, borrowings under the Credit Agreement bear interest at either: (i) LIBOR (including applicable successor provisions) plus an applicable margin (based on our ratio of net debt-to-total capitalization) that ranges from 1.000% to 1.375%; or (ii) a Base Rate, as defined in the Credit Agreement, plus an applicable margin (based on our ratio of net debt-to-total capitalization) that ranges from 0.000% to 0.375%. Letter of credit fees equal to the applicable margin for LIBOR loans are charged quarterly in arrears on the daily average aggregate stated amount of all letters of credit outstanding during the quarter. Commitment fees ranging from 0.100% to 0.175% (based upon the ratio of net debt-to-total capitalization) are charged quarterly in arrears on the aggregate unutilized portion of the Credit Agreement.

For periods covered under the Credit Agreement, the applicable margin on LIBOR loans and letter of credit fees were 1.000% and commitment fees were 0.100%.

There were $38.8 million and $39.2 million of outstanding letters of credit at September 30, 2022 and December 31, 2021, respectively.

General Debt Provisions

The Credit Agreement and Note Agreement contain customary covenants, including financial covenants that require us to observe a maximum ratio of debt to total capital and a minimum fixed charge coverage ratio. The Credit Agreement and the Note Agreement also include a provision limiting our ability to make restricted payments, including dividends and payments for share repurchases, unless, among other conditions, no defaults or events of default are ongoing (or would be caused by such restricted payment).

Note 4. Commitments and Contingencies

We are involved in or addressing various legal proceedings and claims, governmental inquiries, notices and investigations that have arisen in the ordinary course of our business and have not been fully adjudicated, some of which may be covered in whole or in part by insurance. Certain of these matters include collective and/or class-action allegations. We do not believe that the resolution of any of these matters will have a material adverse effect upon our financial position, results of operations or cash flows.

Note 5. Fair Value Measurements

Short-term Investments

A summary of the fair value of our short-term investments as of September 30, 2022 and December 31, 2021 is shown in the tables below.

(In thousands)	Total		Level 1		Level 2		Level 3
September 30, 2022
Certificates of deposit	$	15,034	$	—	$	15,034	$	—
Commercial paper		143,795		—		143,795		—
	$	158,829	$	—	$	158,829	$	—
(In thousands)	Total		Level 1		Level 2		Level 3
December 31, 2021
Certificates of deposit	$	40,014	$	—	$	40,014	$	—
Commercial paper		214,419		—		214,419		—
	$	254,433	$	—	$	254,433	$	—

Our certificates of deposit are measured at carrying value including accrued interest, which approximates fair value due to their short-term nature. Our commercial paper is valued using broker quotes that utilize observable market inputs.

Long-term Debt

The carrying value of our total long-term debt, including current maturities, was $100.0 million and $99.9 million at September 30, 2022 and December 31, 2021, respectively. The estimated fair value of our total long-term debt, including current maturities, was $89.6 million and $104.5 million at September 30, 2022 and December 31, 2021, respectively. The fair value measurement of our Series B Notes was determined using a discounted cash flow analysis that factors in current market yields for comparable borrowing arrangements under our credit profile. Since this methodology is based upon market yields for comparable arrangements, the measurement is categorized as Level 2 under the three-level fair value hierarchy as established by the Financial Accounting Standards Board.

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

Overview

We are one of the largest North American less-than-truckload (“LTL”) motor carriers. We provide regional, inter-regional and national LTL services through a single integrated, union-free organization. Our service offerings, which include expedited transportation, are provided through an expansive network of service centers located throughout the continental United States. Through strategic alliances, we also provide LTL services throughout North America. In addition to our core LTL services, we offer a range of value-added services including container drayage, truckload brokerage and supply chain consulting. More than 98% of our revenue has historically been derived from transporting LTL shipments for our customers, whose demand for our services is generally tied to industrial production and the overall health of the U.S. domestic economy.

In analyzing the components of our revenue, we monitor changes and trends in our LTL volumes and LTL revenue per hundredweight. While LTL revenue per hundredweight is a yield measurement, it is also a commonly-used indicator for general pricing trends in the LTL industry. This yield metric is not a true measure of price, however, as it can be influenced by many other factors, such as changes in fuel surcharges, weight per shipment and length of haul. As a result, changes in revenue per hundredweight do not necessarily indicate actual changes in underlying base rates. LTL revenue per hundredweight and the key factors that can impact this metric are described in more detail below:

• LTL Revenue Per Hundredweight - Our LTL transportation services are generally priced based on weight, commodity, and distance. This measurement reflects the application of our pricing policies to the services we provide, which are influenced by competitive market conditions and our growth objectives. Generally, freight is rated by a class system, which is established by the National Motor Freight Traffic Association, Inc. Light, bulky freight typically has a higher class and is priced at higher revenue per hundredweight than dense, heavy freight. Fuel surcharges, accessorial charges, revenue adjustments and revenue for undelivered freight are included in this measurement. Revenue for undelivered freight is deferred for financial statement purposes in accordance with our revenue recognition policy; however, we believe including it in our revenue per hundredweight metrics results in a more accurate representation of the underlying changes in our yields by matching total billed revenue with the corresponding weight of those shipments.

• LTL Weight Per Shipment - Fluctuations in weight per shipment can indicate changes in the mix of freight we receive from our customers, as well as changes in the number of units included in a shipment. Generally, increases in weight per shipment indicate higher demand for our customers’ products and overall increased economic activity. Changes in weight per shipment can also be influenced by shifts between LTL and other modes of transportation, such as truckload and intermodal, in response to capacity, service and pricing issues. Fluctuations in weight per shipment generally have an inverse effect on our revenue per hundredweight, as a decrease in weight per shipment will typically cause an increase in revenue per hundredweight.

• Average Length of Haul - We consider lengths of haul less than 500 miles to be regional traffic, lengths of haul between 500 miles and 1,000 miles to be inter-regional traffic, and lengths of haul in excess of 1,000 miles to be national traffic. This metric is used to analyze our tonnage and pricing trends for shipments with similar characteristics, and also allows for comparison with other transportation providers serving specific markets. By analyzing this metric, we can determine the success and growth potential of our service products in these markets. Changes in length of haul generally have a direct effect on our revenue per hundredweight, as an increase in length of haul will typically cause an increase in revenue per hundredweight.

• LTL Revenue Per Shipment - This measurement is primarily determined by the three metrics listed above and is used in conjunction with the number of LTL shipments we receive to evaluate LTL revenue.

Our primary revenue focus is to increase density, which is shipment and tonnage growth within our existing infrastructure. Increases in density allow us to maximize our asset utilization and labor productivity, which we measure over many different functional areas of our operations including linehaul load factor, pickup and delivery (“P&D”) stops per hour, P&D shipments per hour, platform pounds handled per hour and platform shipments per hour. In addition to our focus on density and operating efficiencies, it is critical for us to obtain an appropriate yield, which is measured as revenue per hundredweight, on the shipments we handle to offset our cost inflation and support our ongoing investments in capacity and technology. We regularly monitor the components of our pricing, including base freight rates, accessorial charges and fuel surcharges. The fuel surcharge is generally designed to offset fluctuations in the cost of our petroleum-based products and is indexed to diesel fuel prices published by the U.S. Department of Energy, which reset each week. We believe our yield management process focused on individual account profitability, and ongoing improvements in operating efficiencies, are both key components of our ability to produce profitable growth.

Our primary cost elements are direct wages and benefits associated with the movement of freight, operating supplies and expenses, which include diesel fuel, and depreciation of our equipment fleet and service center facilities. We gauge our overall success

in managing costs by monitoring our operating ratio, a measure of profitability calculated by dividing total operating expenses by revenue, which also allows for industry-wide comparisons with our competition.

We regularly upgrade our technological capabilities to improve our customer service and lower our operating costs. Our technology provides our customers with visibility of their shipments throughout our network, increases the productivity of our workforce, and provides key metrics that we use to monitor and enhance our processes.

Results of Operations

The following table sets forth, for the periods indicated, expenses and other items as a percentage of revenue from operations:

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2022			2021			2022			2021
Revenue from operations		100.0	%		100.0	%		100.0	%		100.0	%
Operating expenses:
Salaries, wages and benefits		42.1			46.4			43.2			47.0
Operating supplies and expenses		13.5			10.5			13.5			10.6
General supplies and expenses		2.9			2.7			2.5			2.7
Operating taxes and licenses		2.2			2.4			2.2			2.6
Insurance and claims		1.1			1.1			1.1			1.1
Communications and utilities		0.6			0.6			0.6			0.7
Depreciation and amortization		4.4			4.7			4.4			5.0
Purchased transportation		2.1			3.7			2.7			3.4
Miscellaneous expenses, net		0.2			0.5			0.2			0.4
Total operating expenses		69.1			72.6			70.4			73.5
Operating income		30.9			27.4			29.6			26.5
Interest (income) expense, net		(0.0	)		0.0			(0.0	)		0.0
Other expense, net		0.0			0.0			0.0			0.1
Income before income taxes		30.9			27.4			29.6			26.4
Provision for income taxes		7.4			6.9			7.5			6.8
Net income		23.5	%		20.5	%		22.1	%		19.6	%

Key financial and operating metrics for the three- and nine-month periods ended September 30, 2022 and 2021 are presented below:

	Three Months Ended									Nine Months Ended
	September 30,									September 30,
	2022			2021			%<br>Change			2022			2021			%<br>Change
Work days		64			64			—			192			191			0.5	%
Revenue (in thousands)	$	1,603,690		$	1,400,046			14.5	%	$	4,768,418		$	3,845,970			24.0	%
Operating ratio		69.1	%		72.6	%					70.4	%		73.5	%
Net income (in thousands)	$	377,401		$	286,634			31.7	%	$	1,053,230		$	755,569			39.4	%
Diluted earnings per share	$	3.36		$	2.47			36.0	%	$	9.26		$	6.48			42.9	%
LTL tons (in thousands)		2,556			2,625			(2.6	)%		7,881			7,555			4.3	%
LTL tonnage per day		39,941			41,020			(2.6	)%		41,047			39,556			3.8	%
LTL shipments (in thousands)		3,274			3,413			(4.1	)%		10,013			9,624			4.0	%
LTL shipments per day		51,162			53,335			(4.1	)%		52,149			50,388			3.5	%
LTL weight per shipment (lbs.)		1,561			1,538			1.5	%		1,574			1,570			0.3	%
LTL revenue per hundredweight	$	30.90		$	26.31			17.4	%	$	29.93		$	25.17			18.9	%
LTL revenue per shipment	$	482.46		$	404.65			19.2	%	$	471.13		$	395.16			19.2	%
Average length of haul (miles)		932			940			(0.9	)%		935			933			0.2	%

Our financial results for the third quarter and first nine months of 2022 included double-digit growth in our revenue, net income and earnings per diluted share. We continued to maintain our disciplined approach to managing yields and controlling our costs. As a result, we achieved a 350 and 310 basis-point improvement in our operating ratio to 69.1% and 70.4%, respectively, for the third quarter and first nine months of 2022 as compared to the same periods last year. Our net income and diluted earnings per share increased 31.7% and 36.0%, respectively, for the third quarter of 2022 as compared to the same periods last year and 39.4% and 42.9%, respectively, for the first nine months of 2022 as compared to last year.

Revenue

Revenue increased $203.6 million, or 14.5%, in the third quarter of 2022 as compared to the same period of 2021, due to an increase in LTL revenue per hundredweight that was slightly offset by a decrease in LTL tons. Revenue increased $922.4 million, or 24.0%, in the first nine months of 2022 as compared to the same period of 2021, due primarily to increases in both LTL revenue per hundredweight and LTL tons.

The decrease in our LTL tons during the third quarter of 2022 resulted from a decrease in LTL shipments that was partially offset by an increase in LTL weight per shipment. We believe the decline in our shipments for the third quarter of 2022 was primarily attributable to a more challenging macroeconomic environment. Our LTL tons were higher during the first nine months of 2022 than the prior year period due primarily to increases in LTL shipments per day and LTL weight per shipment. We believe this tonnage growth was driven by the demand for our superior service and our available network capacity, resulting in continued market share increases.

Our LTL revenue per hundredweight increased 17.4% and 18.9% in the third quarter and first nine months of 2022, respectively, as compared to the same periods in 2021, despite the downward pressure on this metric created by the increase in our LTL weight per shipment. These increases reflect the impact of higher fuel surcharges associated with the significant increase in diesel fuel prices as well as our ongoing commitment to our long-term yield management strategy. Excluding fuel surcharges, LTL revenue per hundredweight increased 7.2% and 8.7% in the third quarter and first nine months of 2022, respectively, as compared to the same periods in 2021. We believe our focus on obtaining an appropriate yield is necessary to offset rising operating costs and also allows us to invest in opportunities that can improve the quality of our service and provide capacity for future growth.

October 2022 Update

Revenue per day increased 9.1% in October 2022 compared to the same month last year. LTL tons per day decreased 6.5%, due primarily to a 7.5% decrease in LTL shipments per day that was partially offset by a 1.1% increase in LTL weight per shipment. LTL revenue per hundredweight increased 16.9% as compared to the same month last year. LTL revenue per hundredweight, excluding fuel surcharges, increased 8.4% as compared to the same month last year.

Operating Costs and Other Expenses

Salaries, wages, and benefits increased $25.4 million, or 3.9%, in the third quarter of 2022 as compared to the third quarter of 2021, due to a $30.6 million increase in salaries and wages partially offset by a $5.2 million decrease in employee benefit costs. Salaries, wages, and benefits increased $254.1 million, or 14.1%, for the first nine months of 2022 as compared to the same period of 2021, due to a $188.5 million increase in salaries and wages and a $65.6 million increase in employee benefit costs.

Our salaries and wages expenses were higher for both the third quarter and first nine months of 2022 as compared to the same periods of 2021 due primarily to increases in the average number of active full-time employees. Our average number of active full-time employees increased 8.4% and 13.9% for the third quarter and first nine months of 2022, respectively, as we hired additional employees to balance our workforce with our customers' shipment trends and reduce our reliance on third-party purchased transportation. We believe our current staffing levels are sufficient to support our anticipated shipment trends and, as a result, we expect our headcount to remain generally stable. Salaries and wages also increased as a result of annual wage increases provided to our employees at the beginning of both September 2021 and 2022, as well as higher performance-based bonus compensation.

Our productive labor costs, which include wages for drivers, platform employees, and fleet technicians, improved as a percent of revenue to 22.5% and 22.9% in the third quarter and first nine months of 2022, respectively, from 24.8% and 25.3% from the same periods of 2021. The improvements in our productive labor costs, as a percentage of revenue, reflect the leveraging effect of increases in our yield as well as our ongoing commitment to operating efficiently. Our productive labor costs as a percentage of revenue were also impacted by declines in our P&D shipments per hour and linehaul laden load average as we trained our new employees. Our other salaries and wages as a percent of revenue also decreased to 8.9% and 9.0% of revenue in the third quarter and first nine months of 2022, respectively, from 9.0% and 9.4% of revenue for the same periods of 2021, respectively.

The costs attributable to employee benefits decreased $5.2 million, or 2.9%, and increased $65.6 million, or 13.9%, respectively, for the third quarter and first nine months of 2022 as compared to the same periods of 2021. For both the third quarter and first nine months of 2022, employee benefits costs were impacted by the increase in the number of full-time employees eligible for our benefits and increases in certain higher retirement benefits costs directly linked to our net income. Our group health benefits costs also increased for the year-to-date period due to higher medical costs per claim. In addition, our benefit costs were positively impacted by a reduction in accrued benefits expense attributable to the termination of an employment agreement during the third quarter of 2022. Our employee benefits costs, as a percent of salaries and wages, decreased to 33.9% and 35.3% for the third quarter and first nine months of 2022, respectively, from 37.2% and 35.4% for the comparable periods of 2021.

Operating supplies and expenses increased $70.8 million and $237.1 million in the third quarter and first nine months of 2022, respectively, as compared to the same periods of 2021, due primarily to an increase in our costs for diesel fuel used in our vehicles, as well as other petroleum-based products. Our diesel fuel costs, excluding fuel taxes, represent the largest component of operating supplies and expenses, and can vary based on both the average price per gallon and consumption. Our average cost per gallon of diesel fuel increased 64.6% and 76.5% in the third quarter and first nine months of 2022, respectively, as compared to the same periods last year. In addition, our gallons consumed increased 1.0% and 6.9% in the third quarter and first nine months of 2022, respectively, as compared to the same periods last year due to increases in miles driven. We do not use diesel fuel hedging instruments; therefore, our costs are subject to market price fluctuations. Our other operating supplies and expenses as a percent of revenue increased in the third quarter and first nine months of 2022 as compared to the same periods of 2021, due to increases in equipment repair and maintenance costs as well as the cost to install new technology on our equipment.

Depreciation and amortization costs increased $3.2 million and $10.9 million in the third quarter and first nine months of 2022, respectively, as compared to the same periods of 2021. The increases in depreciation and amortization costs were due primarily to the assets acquired as part of our 2021 and 2022 capital expenditure programs. We believe depreciation costs will increase in future periods based on our 2022 capital expenditure plan. While our investments in real estate, equipment, and technology can increase our costs in the short-term, we believe these investments are necessary to support our continued long-term growth and strategic initiatives.

Purchased transportation expense decreased $17.6 million and $1.0 million in the third quarter and first nine months of 2022, respectively, as compared to the same periods in 2021. We utilize purchased transportation services from third-party transportation providers in our domestic linehaul network to supplement our equipment and our workforce when needed to support our growth initiatives and to maximize the efficient movement of LTL freight within our service center network. Our significant investments in workforce and equipment enabled us to reduce our use of purchased transportation beginning in the second quarter of 2022.

Our effective tax rate for the third quarter and first nine months of 2022 was 23.9% and 25.3%, respectively, as compared to 25.2% and 25.7% for the third quarter and first nine months of 2021. Our effective tax rate generally exceeds the federal statutory rate due to the impact of state taxes and, to a lesser extent, certain other discrete or non-deductible items.

Liquidity and Capital Resources

A summary of our cash flows is presented below:

	Nine Months Ended
	September 30,
(In thousands)	2022			2021
Cash and cash equivalents at beginning of period	$	462,564		$	401,430
Cash flows provided by (used in):
Operating activities		1,330,234			872,615
Investing activities		(388,835	)		(261,182	)
Financing activities		(1,187,236	)		(673,102	)
(Decrease) increase in cash and cash equivalents		(245,837	)		(61,669	)
Cash and cash equivalents at end of period	$	216,727		$	339,761

The change in our cash flows provided by operating activities during the first nine months of 2022 as compared to the first nine months of 2021 was due primarily to the increase in our net income of $297.7 million, a decrease in income tax payments and fluctuations in customer receivables and certain other working capital accounts.

The change in our cash flows used in investing activities during the first nine months of 2022 as compared to the first nine months of 2021 was impacted by the timing of purchases and maturities of short-term investments, as well as an increase in our capital expenditure plan for 2022 and the timing of these expenditures during the year. Changes in our capital expenditures are more fully described below in “Capital Expenditures.”

The change in our cash flows used in financing activities during the first nine months of 2022 as compared to the first nine months of 2021 was due primarily to higher repurchases of our common stock, as well as an increase in dividend payments to our shareholders. Our return of capital to shareholders is more fully described below under “Stock Repurchase Program” and “Dividends to Shareholders.”

We have five primary sources of available liquidity: cash flows from operations, our existing cash and cash equivalents, short-term investments, available borrowings under our second amended and restated credit agreement with Wells Fargo Bank, National Association serving as administrative agent for the lenders, which we entered into on November 21, 2019 (the “Credit Agreement”), and our Note Purchase and Private Shelf Agreement with PGIM, Inc. (“Prudential”) and certain affiliates and managed accounts of Prudential, which we entered into on May 4, 2020 (the “Note Agreement”). Our Credit Agreement and the Note Agreement are described in more detail below under “Financing Arrangements.” We believe we also have sufficient access to debt and equity markets to provide other sources of liquidity, if needed.

Capital Expenditures

The table below sets forth our net capital expenditures for property and equipment, including those obtained through noncash transactions, for the nine-month period ended September 30, 2022 and the years ended December 31, 2021 and 2020:

	September 30,			December 31,
(In thousands)	2022			2021			2020
Land and structures	$	219,696		$	252,155		$	181,221
Tractors		81,073			130,772			17,518
Trailers		116,846			140,595			2,151
Technology		26,987			17,139			11,925
Other equipment and assets		52,680			25,450			12,266
Proceeds from sales		(20,044	)		(19,548	)		(3,690	)
Total	$	477,238		$	546,563		$	221,391

Our capital expenditures vary based upon the projected increase in the number and size of our service center facilities necessary to support our plan for long-term growth, our planned tractor and trailer replacement cycle, and forecasted tonnage and shipment growth. Expenditures for land and structures can be dependent upon the availability of land in the geographic areas where we are looking to expand. We expect to continue to maintain a high level of capital expenditures in order to support our long-term plan for market share growth.

We currently estimate capital expenditures will be approximately $720 million for the year ending December 31, 2022. Approximately $300 million is allocated for the purchase of service center facilities, construction of new service center facilities or expansion of existing service center facilities, subject to the availability of suitable real estate and the timing of construction projects; approximately $350 million is allocated for the purchase of tractors and trailers; and approximately $70 million is allocated for investments in technology and other assets. We expect to fund these capital expenditures primarily through cash flows from operations, our existing cash and cash equivalents, short-term investments and, if needed, borrowings available under our Credit Agreement or Note Agreement. We believe our current sources of liquidity will be sufficient to satisfy our expected capital expenditures.

Stock Repurchase Program

On May 1, 2020, we announced that our Board of Directors had approved a two-year stock repurchase program authorizing us to repurchase up to an aggregate of $700.0 million of our outstanding common stock (the “2020 Repurchase Program”). The 2020 Repurchase Program became effective upon the termination of our $350.0 million repurchase program on May 29, 2020. On July 28, 2021, we announced that our Board of Directors had approved a new stock repurchase program authorizing us to repurchase up to an aggregate of $2.0 billion of our outstanding common stock (the “2021 Repurchase Program”). The 2021 Repurchase Program, which does not have an expiration date, began after the completion of the 2020 Repurchase Program in January 2022.

Under our repurchase programs, we may repurchase shares from time to time in open market purchases or through privately negotiated transactions. Shares of our common stock repurchased under our repurchase programs are canceled at the time of repurchase and are classified as authorized but unissued shares of our common stock.

As of September 30, 2022, we had $879.0 million remaining authorized under the 2021 Repurchase Program.

Dividends to Shareholders

Our Board of Directors declared a cash dividend of $0.30 per share for each quarter of 2022 and declared a cash dividend of $0.20 per share for each quarter of 2021.

Although we intend to pay a quarterly cash dividend on our common stock for the foreseeable future, the declaration and amount of any future dividend is subject to approval by our Board of Directors, and is restricted by applicable state law limitations on distributions to shareholders as well as certain covenants under our Credit Agreement and Note Agreement. We anticipate that any future quarterly cash dividends will be funded through cash flows from operations, our existing cash and cash equivalents, short-term investments, and, if needed, borrowings under our Credit Agreement or Note Agreement.

Financing Agreements

Senior Note Agreement

The Note Agreement, which is uncommitted and subject to Prudential’s sole discretion, provides for the issuance of senior promissory notes with an aggregate principal amount of up to $350.0 million through May 4, 2023. Pursuant to the Note Agreement, we issued $100.0 million aggregate principal amount of senior promissory notes (the “Series B Notes”) on May 4, 2020. Borrowing availability under the Note Agreement is reduced by the outstanding amount of the existing Series B Notes, and all other senior promissory notes issued pursuant to the Note Agreement.

The Series B Notes bear an annual interest rate of 3.10% and mature on May 4, 2027, unless prepaid. Principal payments are required annually beginning on May 4, 2023 in equal installments of $20.0 million through May 4, 2027. The Series B Notes are senior unsecured obligations and rank pari passu with borrowings under our Credit Agreement or other senior promissory notes issued pursuant to the Note Agreement.

Credit Agreement

The Credit Agreement provides for a five-year, $250.0 million senior unsecured revolving line of credit and a $150.0 million accordion feature, which if fully exercised and approved, would expand the total borrowing capacity up to an aggregate of $400.0 million. Of the $250.0 million line of credit commitments under the Credit Agreement, up to $100.0 million may be used for letters of credit.

At our option, borrowings under the Credit Agreement bear interest at either: (i) LIBOR (including applicable successor provisions) plus an applicable margin (based on our ratio of net debt-to-total capitalization) that ranges from 1.000% to 1.375%; or (ii) a Base Rate, as defined in the Credit Agreement, plus an applicable margin (based on our ratio of net debt-to-total capitalization) that ranges from 0.000% to 0.375%. Letter of credit fees equal to the applicable margin for LIBOR loans are charged quarterly in arrears on the daily average aggregate stated amount of all letters of credit outstanding during the quarter. Commitment fees ranging from 0.100% to 0.175% (based upon the ratio of net debt-to-total capitalization) are charged quarterly in arrears on the aggregate unutilized portion of the Credit Agreement.

For periods covered under the Credit Agreement, the applicable margin on LIBOR loans and letter of credit fees were 1.000% and commitment fees were 0.100%.

The amounts outstanding and available borrowing capacity under the Credit Agreement are presented below:

	September 30,			December 31,
(In thousands)	2022			2021
Facility limit	$	250,000		$	250,000
Line of credit borrowings		—			—
Outstanding letters of credit		(38,754	)		(39,169	)
Available borrowing capacity	$	211,246		$	210,831

General Debt Provisions

The Credit Agreement and Note Agreement contain customary covenants, including financial covenants that require us to observe a maximum ratio of debt to total capital and a minimum fixed charge coverage ratio. The Credit Agreement and Note Agreement also include a provision limiting our ability to make restricted payments, including dividends and payments for share repurchases, unless, among other conditions, no defaults or events of default are ongoing (or would be caused by such restricted payment). We were in compliance with all covenants in our outstanding debt instruments for the period ended September 30, 2022.

We do not anticipate financial performance that would cause us to violate any such covenants in the future, and we believe the combination of our existing Credit Agreement and Note Agreement along with our additional borrowing capacity will be sufficient to meet foreseeable seasonal and long-term capital needs.

The interest rate is fixed on the Note Agreement. Therefore, short-term exposure to fluctuations in interest rates is limited to our Credit Agreement. We do not currently use interest rate derivative instruments to manage exposure to interest rate changes.

Critical Accounting Policies

In preparing our condensed financial statements, we applied the same critical accounting policies as described in our Annual Report on Form 10-K for the year ended December 31, 2021 that we believe affect our judgments and estimates of amounts recorded in certain assets, liabilities, revenue and expenses.

Seasonality

Our tonnage levels and revenue mix are subject to seasonal trends common in our industry, although other factors, such as macroeconomic changes, could cause variation in these trends. Our revenue and operating margins in the first and fourth quarters are typically lower than those during the second and third quarters due to reduced shipments during the winter months. Harsh winter weather, hurricanes, tornadoes, floods and other natural disasters can also adversely impact our performance by reducing demand and increasing operating expenses. We believe seasonal trends will continue to impact our business.

Environmental Regulation

We are subject to various federal, state and local environmental laws and regulations that focus on, among other things: the disposal, emission and discharge of hazardous waste, hazardous materials, or other materials into the environment or their presence at our properties or in our vehicles; fuel storage tanks; transportation of certain materials; and the discharge or retention of storm water. Under specific environmental laws, we could also be held responsible for any costs relating to contamination at our past or present facilities and at third-party waste disposal sites, as well as costs associated with clean-up of accidents involving our vehicles. We do not believe that the cost of future compliance with current environmental laws or regulations will have a material adverse effect on our

operations, financial condition, competitive position or capital expenditures for the remainder of 2022 or fiscal year 2023. However, future changes to laws or regulations may adversely affect our operations and could result in unforeseen costs to our business.

Forward-Looking Information

Forward-looking statements appear in this report, including, but not limited to, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and in other written and oral statements made by or on behalf of us. These forward-looking statements include, but are not limited to, statements relating to our goals, strategies, expectations, competitive environment, regulation, availability of resources, future events and future financial performance. Such forward-looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements typically can be identified by such words as “anticipate,” “estimate,” “forecast,” “project,” “intend,” “expect,” “believe,” “should,” “could,” “may” or other similar words or expressions. We caution readers that such forward-looking statements involve risks and uncertainties, including, but not limited to, the risk factors set forth in our Annual Report on Form 10-K for the year ended December 31, 2021 and in other reports and statements that we file with the Securities and Exchange Commission (“SEC”). Such forward-looking statements involve risks and uncertainties that could cause actual events or results to differ materially from those expressed or implied herein, including, but not limited to, the following:

• the challenges associated with executing our growth strategy, and developing, marketing and consistently delivering high-quality services that meet customer expectations;

• various risks related to public health epidemics, pandemics and similar outbreaks, including the continuing impact of the COVID-19 pandemic;

• changes in our relationships with significant customers;

• our exposure to claims related to cargo loss and damage, property damage, personal injury, workers’ compensation and healthcare, increased self-insured retention or deductible levels or premiums for excess coverage, and claims in excess of insured coverage levels;

• the availability and cost of new equipment, including regulatory changes and supply constraints that could impact the cost of these assets;

• the availability and cost of third-party transportation used to supplement our workforce and equipment needs;

• the availability and price of diesel fuel and our ability to collect fuel surcharges, as well as the effectiveness of those fuel surcharges in mitigating the impact of fluctuating prices for diesel fuel and other petroleum-based products;

• seasonal trends in the LTL industry, including harsh weather conditions and disasters;

• the availability and cost of capital for our significant ongoing cash requirements;

• decreases in demand for, and the value of, used equipment;

• our ability to successfully consummate and integrate acquisitions;

• the costs and potential liabilities related to our international business relationships;

• the costs and potential adverse impact of compliance with anti-terrorism measures on our business;

• the competitive environment with respect to our industry, including pricing pressures;

• various economic factors such as recessions, inflation, downturns in the economy, global uncertainty and instability, changes in international trade policies, changes in U.S. social, political, and regulatory conditions or a disruption of financial markets, which may decrease demand for our services or increase our costs;

• the negative impact of any unionization, or the passage of legislation or regulations that could facilitate unionization, of our employees;

• increases in the cost of employee compensation and benefit packages used to address general labor market challenges and to attract or retain qualified employees, including drivers and maintenance technicians;

• our ability to retain our key employees and continue to effectively execute our succession plan;

• potential costs and liabilities associated with cyber incidents and other risks with respect to our information technology systems or those of our third-party service providers, including system failure, security breach, disruption by malware or ransomware or other damage;

• the failure to adapt to new technologies implemented by our competitors in the LTL and transportation industry, which could negatively affect our ability to compete;

• the failure to keep pace with developments in technology, any disruption to our technology infrastructure, or failures of essential services upon which our technology platforms rely, which could cause us to incur costs or result in a loss of business;

• the Compliance, Safety, Accountability initiative of the Federal Motor Carrier Safety Administration (“FMCSA”), which could adversely impact our ability to hire qualified drivers, meet our growth projections and maintain our customer relationships;

• the costs and potential adverse impact of compliance with, or violations of, current and future rules issued by the Department of Transportation, the FMCSA and other regulatory agencies;

• the costs and potential liabilities related to compliance with, or violations of, existing or future governmental laws and regulations, including environmental laws;

• the effects of legal, regulatory or market responses to climate change concerns;

• the increase in costs associated with healthcare legislation and other mandated benefits;

• the costs and potential liabilities related to legal proceedings and claims, governmental inquiries, notices and investigations;

• the impact of changes in tax laws, rates, guidance and interpretations;

• the concentration of our stock ownership with the Congdon family;

• the ability or the failure to declare future cash dividends;

• fluctuations in the amount and frequency of our stock repurchases;

• volatility in the market value of our common stock;

• the impact of certain provisions in our articles of incorporation, bylaws, and Virginia law that could discourage, delay or prevent a change in control of us or a change in our management; and

• other risks and uncertainties described in our most recent Annual Report on Form 10-K and other filings with the SEC.

Our forward-looking statements are based upon our beliefs and assumptions using information available at the time the statements are made. We caution the reader not to place undue reliance on our forward-looking statements as (i) these statements are neither a prediction nor a guarantee of future events or circumstances and (ii) the assumptions, beliefs, expectations and projections about future events may differ materially from actual results. We undertake no obligation to publicly update any forward-looking statement to reflect developments occurring after the statement is made, except as otherwise required by law.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

There have been no material changes to our market risk exposures since our most recent fiscal year end. For a discussion of our exposure to market risk, refer to Item 7A, “Quantitative and Qualitative Disclosures About Market Risk,” contained in our Annual Report on Form 10-K for the fiscal year ended December 31, 2021.

Item 4. Controls and Procedures

a) Evaluation of disclosure controls and procedures

As of the end of the period covered by this quarterly report, our management, with the participation of our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), conducted an evaluation of the effectiveness of our disclosure controls and procedures in accordance with Rule 13a-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Based on the evaluation of our disclosure controls and procedures as of the end of the period covered by this quarterly report, our CEO and CFO concluded that, as of such date, our disclosure controls and procedures were effective to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is (a) accumulated and communicated to our management, including our CEO and CFO, as appropriate to allow timely decisions regarding required disclosure, and (b) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

b) Changes in internal control over financial reporting

There were no changes in our internal control over financial reporting that occurred during our last fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Item 1. Legal Proceedings

We are involved in or addressing various legal proceedings and claims, governmental inquiries, notices and investigations that have arisen in the ordinary course of our business and have not been fully adjudicated, some of which may be covered in whole or in part by insurance. Certain of these matters include collective and/or class-action allegations. We do not believe that the resolution of any of these matters will have a material adverse effect upon our financial position, results of operations or cash flows.

Consistent with SEC Regulation S-K Item 103, we have elected to disclose any environmental legal proceedings with a governmental authority if management reasonably believes that the proceedings may involve potential monetary sanctions of $1.0 million or more. Applying this threshold, there are no such unresolved proceedings to disclose for the three months ended September 30, 2022.

Item 1A. Risk Factors

In addition to the other information set forth in this report and in our other reports and statements that we file with the SEC, including our quarterly reports on Form 10-Q, careful consideration should be given to the factors discussed in Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2021, which could materially affect our business, financial condition and future results. The risks described in our Annual Report on Form 10-K are not the only risks facing our Company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and operating results.

There have been no material changes to the risk factors identified in Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2021.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

The following table provides information regarding our repurchases of our common stock during the third quarter of 2022:

	ISSUER PURCHASES OF EQUITY SECURITIES
	Total Number of Shares Purchased (1)		Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Programs		Approximate Dollar Value of Shares that May Yet Be Purchased Under the Programs
July 1 - 31, 2022		434,739	$	262.95		434,665	$	1,110,104,905
August 1 - 31, 2022		303,056	$	299.92		302,983	$	1,019,233,710
September 1 - 30, 2022		544,303	$	257.73		544,230	$	878,967,599
Total		1,282,098	$	269.47		1,281,878

(1) Total number of shares purchased during the quarter includes 220 shares of our common stock surrendered by participants to satisfy tax withholding obligations in connection with the vesting of equity awards issued under our 2016 Stock Incentive Plan.

On July 28, 2021, we announced that our Board of Directors had approved a new stock repurchase program authorizing us to repurchase up to an aggregate of $2.0 billion of our outstanding common stock (the “2021 Repurchase Program”). The 2021 Repurchase Program, which does not have an expiration date, began after the completion of the 2020 Repurchase Program in January 2022. Under our repurchase program, we may repurchase shares from time to time in open market purchases or through privately negotiated transactions. Shares of our common stock repurchased under our repurchase programs are canceled at the time of repurchase and are classified as authorized but unissued shares of our common stock.

Item 6. Exhibits

The exhibits listed in the accompanying Exhibit Index are filed as a part of this report.

EXHIBIT INDEX

TO QUARTERLY REPORT ON FORM 10-Q

Exhibit No.	Description
3.2	Amended and Restated Bylaws of Old Dominion Freight Line, Inc. (as amended through October 19, 2022) (Incorporated by reference to the exhibit of the same number contained in the Company's Current Report on Form 8-K filed on October 20, 2022)
10.17.24	Agreement to Terminate Amended and Restated Employment Agreement, effective August 16, 2022, by and between Old Dominion Freight Line, Inc. and David Congdon (Incorporated by reference to the exhibit of the same number contained in the Company's Current Report on Form 8-K filed on August 16, 2022).
31.1	Certification Pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	Certification Pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1	Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2	Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101	The following financial information from our Quarterly Report on Form 10-Q for the quarter ended September 30, 2022, filed on November 3, 2022, formatted in iXBRL (Inline eXtensible Business Reporting Language) includes: (i) the Condensed Balance Sheets at September 30, 2022 and December 31, 2021, (ii) the Condensed Statements of Operations for the three and nine months ended September 30, 2022 and 2021, (iii) the Condensed Statements of Changes in Shareholders’ Equity for the three and nine months ended September 30, 2022 and 2021, (iv) the Condensed Statements of Cash Flows for the nine months ended September 30, 2022 and 2021, and (v) the Notes to the Condensed Financial Statements
104	The cover page from our Quarterly Report on Form 10-Q for the quarter ended September 30, 2022, formatted in iXBRL

Our SEC file number reference for documents filed with the SEC pursuant to the Securities Exchange Act of 1934, as amended, is 0-19582.

SIGNATURES

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

		OLD DOMINION FREIGHT LINE, INC.
DATE:	November 3, 2022	/s/ ADAM N. SATTERFIELD
		Adam N. Satterfield
		Senior Vice President - Finance and Chief Financial Officer<br><br>(Principal Financial Officer)
DATE:	November 3, 2022	/s/ KIMBERLY S. MAREADY
		Kimberly S. Maready
		Vice President - Accounting and Finance<br><br>(Principal Accounting Officer)

EX-31.1

EXHIBIT 31.1

CERTIFICATION

I, Greg C. Gantt, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Old Dominion Freight Line, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:	November 3, 2022
		/s/ GREG C. GANTT
		President and Chief Executive Officer

EX-31.2

EXHIBIT 31.2

CERTIFICATION

I, Adam N. Satterfield, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Old Dominion Freight Line, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:	November 3, 2022
		/s/ ADAM N. SATTERFIELD
		Senior Vice President - Finance and
		Chief Financial Officer

EX-32.1

EXHIBIT 32.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906

OF THE SARBANES-OXLEY ACT OF 2002

I, Greg C. Gantt, state and attest that:

(1) I am the President and Chief Executive Officer of Old Dominion Freight Line, Inc. (the “Issuer”).

(2) Accompanying this certification is the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2022 (the “Quarterly Report”), a periodic report filed by the Issuer with the Securities and Exchange Commission pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which contains financial statements.

(3) I hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:

◦ The Quarterly Report containing the financial statements fully complies with the requirements of Section 13(a) or 15(d) of the Exchange Act, and

◦ The information contained in the Quarterly Report fairly presents, in all material respects, the financial condition and results of operations of the Issuer for the periods presented.

/s/ GREG C. GANTT
Name:	Greg C. Gantt
Date:	November 3, 2022

EX-32.2

EXHIBIT 32.2

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906

OF THE SARBANES-OXLEY ACT OF 2002

I, Adam N. Satterfield, state and attest that:

(1) I am the Senior Vice President - Finance and Chief Financial Officer of Old Dominion Freight Line, Inc. (the “Issuer”).

(2) Accompanying this certification is the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2022 (the “Quarterly Report”), a periodic report filed by the Issuer with the Securities and Exchange Commission pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which contains financial statements.

(3) I hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:

◦ The Quarterly Report containing the financial statements fully complies with the requirements of Section 13(a) or 15(d) of the Exchange Act, and

◦ The information contained in the Quarterly Report fairly presents, in all material respects, the financial condition and results of operations of the Issuer for the periods presented.

/s/ ADAM N. SATTERFIELD
Name:	Adam N. Satterfield
Date:	November 3, 2022