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 June 30, 2023


☐	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 incorporation or organization)		(I.R.S. Employer Identification No.)



500 Old Dominion Way 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

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 August 3, 2023 there were 109,268,081 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 – June 30, 2023 and December 31, 2022	1
	Condensed Statements of Operations – For the three and six months ended June 30, 2023 and 2022	3
	Condensed Statements of Changes in Shareholders’ Equity – For the three and six months ended June 30, 2023 and 2022	4
	Condensed Statements of Cash Flows – For the six months ended June 30, 2023 and 2022	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 5	Other Information	21
Item 6	Exhibits	21

Exhibit Index		22
Signatures		23

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

OLD DOMINION FREIGHT LINE, INC.

CONDENSED BALANCE SHEETS


	June 30,
	2023			December 31,
(In thousands, except share and per share data)	(Unaudited)			2022
ASSETS
Current assets:
Cash and cash equivalents	$	55,141		$	186,312
Short-term investments		—			49,355
Customer receivables, less allowances of $10,016 and $10,689, respectively		543,767			578,648
Income taxes receivable		9,359			12,738
Other receivables		15,620			13,743
Prepaid expenses and other current assets		106,722			92,944
Total current assets		730,609			933,740

Property and equipment:
Revenue equipment		2,620,882			2,501,995
Land and structures		2,898,475			2,750,100
Other fixed assets		613,381			550,442
Leasehold improvements		14,427			13,516
Total property and equipment		6,147,165			5,816,053
Accumulated depreciation		(2,146,066	)		(2,128,985	)
Net property and equipment		4,001,099			3,687,068

Other assets		247,224			217,802
Total assets	$	4,978,932		$	4,838,610

Note: The Condensed Balance Sheet at December 31, 2022 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)


	June 30,
	2023		December 31,
(In thousands, except share and per share data)	(Unaudited)		2022
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	96,661	$	106,275
Compensation and benefits		249,922		288,278
Claims and insurance accruals		60,837		63,307
Other accrued liabilities		75,598		51,933
Current maturities of long-term debt		20,000		20,000
Total current liabilities		503,018		529,793

Long-term liabilities:
Long-term debt		59,970		79,963
Other non-current liabilities		273,394		265,422
Deferred income taxes		310,515		310,515
Total long-term liabilities		643,879		655,900
Total liabilities		1,146,897		1,185,693

Commitments and contingent liabilities

Shareholders’ equity:
Common stock - $0.10 par value, 280,000,000 shares authorized, 109,337,474 and 110,222,819 shares outstanding at June 30, 2023 and December 31, 2022, respectively		10,934		11,022
Capital in excess of par value		239,039		244,590
Retained earnings		3,582,062		3,397,305
Total shareholders’ equity		3,832,035		3,652,917
Total liabilities and shareholders’ equity	$	4,978,932	$	4,838,610

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						Six Months Ended
	June 30,						June 30,
(In thousands, except per share data)	2023			2022			2023			2022
Revenue from operations	$	1,413,189		$	1,667,448		$	2,855,325		$	3,164,728

Operating expenses:
Salaries, wages and benefits		642,841			705,710			1,294,916			1,385,899
Operating supplies and expenses		165,373			236,712			357,757			428,069
General supplies and expenses		38,606			39,116			78,151			74,629
Operating taxes and licenses		36,890			34,952			73,591			70,028
Insurance and claims		15,381			16,964			31,409			33,071
Communications and utilities		11,515			9,898			22,532			19,774
Depreciation and amortization		79,784			68,310			155,731			135,650
Purchased transportation		28,596			42,681			59,211			95,181
Miscellaneous expenses, net		2,609			4,400			7,384			8,104
Total operating expenses		1,021,595			1,158,743			2,080,682			2,250,405

Operating income		391,594			508,705			774,643			914,323

Non-operating (income) expense:
Interest expense		89			213			289			286
Interest income		(2,368	)		(471	)		(5,179	)		(600	)
Other expense, net		1,947			750			3,458			1,355
Total non-operating (income) expense		(332	)		492			(1,432	)		1,041

Income before income taxes		391,926			508,213			776,075			913,282

Provision for income taxes		99,564			132,135			198,675			237,453

Net income	$	292,362		$	376,078		$	577,400		$	675,829

Earnings per share:
Basic	$	2.67		$	3.33		$	5.26		$	5.94
Diluted	$	2.65		$	3.30		$	5.23		$	5.90

Weighted average shares outstanding:
Basic		109,521			113,079			109,737			113,745
Diluted		110,199			113,805			110,438			114,485

Dividends declared per share	$	0.40		$	0.30		$	0.80		$	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 June 30, 2023 and 2022
							Capital in
	Common Stock						Excess of			Retained
(In thousands)	Shares			Amount			Par Value			Earnings			Total
Balance as of March 31, 2023		109,831		$	10,983		$	240,024		$	3,495,492		$	3,746,499
Net income		—			—			—			292,362			292,362
Share repurchases, including net excise tax		(502	)		(50	)		—			(162,012	)		(162,062	)
Cash dividends declared ($0.40 per share)		—			—			—			(43,780	)		(43,780	)
Share-based compensation and share issuances, net of forfeitures		17			2			1,869			—			1,871
Taxes paid in exchange for shares withheld		(9	)		(1	)		(2,854	)		—			(2,855	)
Balance as of June 30, 2023		109,337		$	10,934		$	239,039		$	3,582,062		$	3,832,035

Balance as of March 31, 2022		113,761		$	11,376		$	133,172		$	3,358,759		$	3,503,307
Net income		—			—			—			376,078			376,078
Share repurchases		(1,530	)		(153	)		—			(293,365	)		(293,518	)
Forward contract for accelerated share repurchases settled in 2023		—			—			100,000			(100,000	)		—
Cash dividends declared ($0.30 per share)		—			—			—			(33,858	)		(33,858	)
Share-based compensation and share issuances, net of forfeitures		5			1			3,881			—			3,882
Taxes paid in exchange for shares withheld		—			—			(62	)		—			(62	)
Balance as of June 30, 2022		112,236		$	11,224		$	236,991		$	3,307,614		$	3,555,829


	Six Months Ended June 30, 2023 and 2022
							Capital in
	Common Stock						Excess of			Retained
(In thousands)	Shares			Amount			Par Value			Earnings			Total
Balance as of December 31, 2022		110,223		$	11,022		$	244,590		$	3,397,305		$	3,652,917
Net income		—			—			—			577,400			577,400
Share repurchases, including net excise tax		(932	)		(93	)		—			(304,869	)		(304,962	)
Cash dividends declared ($0.80 per share)		—			—			—			(87,774	)		(87,774	)
Share-based compensation and share issuances, net of forfeitures		79			8			5,659			—			5,667
Taxes paid in exchange for shares withheld		(33	)		(3	)		(11,210	)		—			(11,213	)
Balance as of June 30, 2023		109,337		$	10,934		$	239,039		$	3,582,062		$	3,832,035

Balance as of December 31, 2021		115,011		$	11,501		$	174,445		$	3,493,861		$	3,679,807
Net income		—			—			—			675,829			675,829
Share repurchases, including settlements under accelerated share repurchase programs		(2,803	)		(280	)		62,500			(794,090	)		(731,870	)
Cash dividends declared ($0.60 per share)		—			—			—			(67,986	)		(67,986	)
Share-based compensation and share issuances, net of forfeitures		55			6			8,167			—			8,173
Taxes paid in exchange for shares withheld		(27	)		(3	)		(8,121	)		—			(8,124	)
Balance as of June 30, 2022		112,236		$	11,224		$	236,991		$	3,307,614		$	3,555,829

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

OLD DOMINION FREIGHT LINE, INC.

CONDENSED STATEMENTS OF CASH FLOWS

(UNAUDITED)


	Six Months Ended
	June 30,
(In thousands)	2023			2022
Cash flows from operating activities:
Net income	$	577,400		$	675,829
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		155,738			135,658
Gain on disposal of property and equipment		(6,431	)		(2,061	)
Other, net		14,871			15,649
Changes in operating assets and liabilities, net		(38,371	)		(9,022	)
Net cash provided by operating activities		703,207			816,053

Cash flows from investing activities:
Purchase of property and equipment		(479,396	)		(323,063	)
Proceeds from sale of property and equipment		17,610			18,928
Purchase of short-term investments		—			(99,997	)
Proceeds from maturities of short-term investments		48,852			129,884
Net cash used in investing activities		(412,934	)		(274,248	)

Cash flows from financing activities:
Payments for share repurchases		(302,195	)		(731,870	)
Principal payments under debt agreements		(20,000	)		—
Dividends paid		(87,827	)		(68,035	)
Other financing activities, net		(11,422	)		(8,330	)
Net cash used in financing activities		(421,444	)		(808,235	)

Decrease in cash and cash equivalents		(131,171	)		(266,430	)
Cash and cash equivalents at beginning of period		186,312			462,564
Cash and cash equivalents at end of period	$	55,141		$	196,134

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				Six Months Ended
	June 30,				June 30,
(In thousands)	2023		2022		2023		2022
LTL services	$	1,397,815	$	1,644,659	$	2,822,187	$	3,120,440
Other services		15,374		22,789		33,138		44,288
Total revenue from operations	$	1,413,189	$	1,667,448	$	2,855,325	$	3,164,728

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 June 30, 2023 are not necessarily indicative of the results that may be expected for the subsequent quarterly periods or the year ending December 31, 2023.

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, 2022. 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, 2022, unless otherwise 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 July 28, 2021, we announced that our Board of Directors had approved a 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 our prior repurchase program in January 2022. Under our 2021 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 2021 Repurchase Program are canceled at the time of repurchase and are classified as authorized but unissued shares of our common stock.

We entered into accelerated share repurchase agreements with a third-party financial institution on each of 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 six months ended June 30, 2022. There was no accelerated share repurchase activity for the six months ended June 30, 2023.

Agreement

Agreement

Settlement

Amount

Initial Shares

Shares Received

Total Shares

Date

Date

(In millions)

Received

at Settlement

Received

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 June 30, 2023, we had $376.9 million remaining authorized under the 2021 Repurchase Program.

On July 26, 2023, we announced that our Board of Directors had approved a new stock repurchase program authorizing us to repurchase up to an aggregate of $3.0 billion of our outstanding common stock. The new repurchase program, which does not have an expiration date, will be effective upon the completion of our 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				Six Months Ended
	June 30,				June 30,
(In thousands)	2023		2022		2023		2022
Weighted average shares outstanding - basic		109,521		113,079		109,737		113,745
Dilutive effect of share-based awards		678		726		701		740
Weighted average shares outstanding - diluted		110,199		113,805		110,438		114,485

Note 3. Long-Term Debt

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


(In thousands)	June 30, 2023			December 31, 2022
Notes	$	79,970		$	99,963
Credit agreement		—			—
Total long-term debt		79,970			99,963
Less: Current maturities		(20,000	)		(20,000	)
Total maturities due after one year	$	59,970		$	79,963

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, and on March 22, 2023, we entered into an amendment to that agreement (as amended, 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 March 22, 2026. On May 4, 2020, we issued $100.0 million aggregate principal amount of senior promissory notes (the “Series B Notes”). 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. Our first principal payment of $20.0 million was paid on May 4, 2023. The remaining $80.0 million will be paid in four equal annual 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 third amended and restated credit agreement with Wells Fargo Bank, National Association serving as administrative agent for the lenders, which we entered into on March 22, 2023 (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) the Secured Overnight Financing Rate (SOFR) plus the Term SOFR Adjustment, as defined in the Credit Agreement, equal to 0.100%, plus an applicable margin that ranges from 1.000% to 1.375%; or (ii) a Base Rate, as defined in the Credit Agreement, plus an applicable margin that ranges from 0.000% to 0.375%. The applicable margin for each of the foregoing options is dependent upon our debt to total capitalization ratio. Letter of credit fees equal to the applicable margin for SOFR 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 0.09% to 0.175% (based upon our debt to total capitalization ratio) 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 SOFR loans and letter of credit fees were 1.000% and commitment fees were 0.09%.

The Credit Agreement replaced our previous five-year, $250.0 million senior unsecured revolving credit agreement dated as of November 21, 2019 (the “Prior Credit Agreement”). For periods in 2023 and 2022 covered under the Prior Credit Agreement, the applicable margin on LIBOR loans and letter of credit fees was 1.000% and commitment fees were 0.100%.

There were $40.2 million and $38.7 million of outstanding letters of credit at June 30, 2023 and December 31, 2022, 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 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

We held no short-term investments as of June 30, 2023. A summary of the fair value of our short-term investments as of December 31, 2022 is shown in the table below.


(In thousands)	Total		Level 1		Level 2		Level 3
December 31, 2022
Commercial paper	$	49,355		-	$	49,355		-

Our commercial paper was valued using broker quotes that utilized observable market inputs.

Long-term Debt

The carrying value of our total long-term debt, including current maturities, was $80.0 million and $100.0 million at June 30, 2023 and December 31, 2022, respectively. The estimated fair value of our total long-term debt, including current maturities, was $74.0 million and $92.6 million at June 30, 2023 and December 31, 2022, 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, as well as 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						Six Months Ended
	June 30,						June 30,
	2023			2022			2023			2022
Revenue from operations		100.0	%		100.0	%		100.0	%		100.0	%

Operating expenses:
Salaries, wages and benefits		45.5			42.3			45.4			43.8
Operating supplies and expenses		11.7			14.2			12.5			13.5
General supplies and expenses		2.8			2.3			2.7			2.4
Operating taxes and licenses		2.6			2.1			2.6			2.2
Insurance and claims		1.1			1.0			1.1			1.0
Communications and utilities		0.8			0.6			0.8			0.6
Depreciation and amortization		5.6			4.1			5.4			4.3
Purchased transportation		2.0			2.6			2.1			3.0
Miscellaneous expenses, net		0.2			0.3			0.3			0.3
Total operating expenses		72.3			69.5			72.9			71.1

Operating income		27.7			30.5			27.1			28.9

Interest (income) expense, net		(0.1	)		(0.0	)		(0.2	)		(0.0	)
Other expense, net		0.1			0.0			0.1			0.0

Income before income taxes		27.7			30.5			27.2			28.9

Provision for income taxes		7.0			7.9			7.0			7.5

Net income		20.7	%		22.6	%		20.2	%		21.4	%

Key financial and operating metrics for the three- and six-month periods ended June 30, 2023 and 2022 are presented below:


	Three Months Ended									Six Months Ended
	June 30,									June 30,
	2023			2022			% Change			2023			2022			% Change
Work days		64			64			—	%		128			128			—	%
Revenue (in thousands)	$	1,413,189		$	1,667,448			(15.2	)%	$	2,855,325		$	3,164,728			(9.8	)%
Operating ratio		72.3	%		69.5	%					72.9	%		71.1	%
Net income (in thousands)	$	292,362		$	376,078			(22.3	)%	$	577,400		$	675,829			(14.6	)%
Diluted earnings per share	$	2.65		$	3.30			(19.7	)%	$	5.23		$	5.90			(11.4	)%
LTL tons (in thousands)		2,296			2,672			(14.1	)%		4,635			5,325			(13.0	)%
LTL tonnage per day		35,878			41,746			(14.1	)%		36,209			41,600			(13.0	)%
LTL shipments (in thousands)		3,008			3,398			(11.5	)%		6,026			6,738			(10.6	)%
LTL shipments per day		46,998			53,096			(11.5	)%		47,077			52,643			(10.6	)%
LTL weight per shipment (lbs.)		1,527			1,572			(2.9	)%		1,538			1,580			(2.7	)%
LTL revenue per hundredweight	$	30.44		$	30.78			(1.1	)%	$	30.58		$	29.46			3.8	%
LTL revenue per shipment	$	464.79		$	484.08			(4.0	)%	$	470.34		$	465.63			1.0	%
Average length of haul (miles)		925			934			(1.0	)%		925			937			(1.3	)%

Our financial results for the second quarter and first six months of 2023 include year-over-year reductions in revenue and profitability. The decline in our revenue was due to a decrease in both LTL tons and LTL shipments in the second quarter and first six months of 2023 as compared to the same periods last year, which reflects the continued softness in the domestic economy. Despite these challenges, we maintained our disciplined approach to pricing and continued to focus on controlling our costs. The deleveraging effect of the loss of revenue, however, resulted in our overhead costs (which include depreciation) increasing as a percent of revenue. As a result, our operating ratio increased to 72.3% and 72.9%, respectively, for the second quarter and first six months of 2023. In addition, our net income and diluted earnings per share decreased by 22.3% and 19.7%, respectively, for the second quarter of 2023 as compared to the same period last year and by 14.6% and 11.4%, respectively, for the first six months of 2023 as compared to the same period last year.

Revenue

Revenue decreased $254.3 million, or 15.2%, and $309.4 million, or 9.8%, in the second quarter and first six months of 2023, respectively, as compared to the same periods of 2022. LTL tonnage per day decreased 14.1% and 13.0% for the second quarter and first half of 2023, respectively, primarily due to decreases in LTL shipments per day and LTL weight per shipment for both periods presented. We believe these declines in tonnage for both of the comparable periods resulted primarily from a more challenging macroeconomic environment.

Our LTL revenue per hundredweight decreased 1.1% in the second quarter of 2023, and increased 3.8% in the first six months of 2023, as compared to the same periods of 2022. Our LTL revenue per hundredweight includes the impact of lower fuel surcharges resulting from significant declines in the average price of diesel fuel for the comparable periods. Our revenue per hundredweight metrics also include the favorable impact of the declines in our LTL weight per shipment, which was partially offset by the negative effect of a decrease in our average length of haul. Excluding fuel surcharges, LTL revenue per hundredweight increased 7.6% and 8.1% in the second quarter and first six months of 2023, respectively, as compared to the same periods in 2022. 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.

July 2023 Update

Revenue per day decreased 13.3% in July 2023 compared to the same month last year. LTL tons per day decreased 11.1%, due primarily to a 8.5% decrease in LTL shipments per day and a 2.8% decrease in LTL weight per shipment. LTL revenue per hundredweight decreased 2.2% as compared to the same month last year. LTL revenue per hundredweight, excluding fuel surcharges, increased 7.4% as compared to the same month last year.

Operating Costs and Other Expenses

Salaries, wages and benefits decreased $62.9 million, or 8.9%, in the second quarter of 2023 as compared to the second quarter of 2022, due to a $46.3 million decrease in salaries and wages and a $16.6 million decrease in employee benefit costs. Salaries, wages

and benefits decreased $91.0 million, or 6.6%, for the first six months of 2023 as compared to the same period of 2022, due to a $75.6 million decrease in salaries and wages and a $15.4 million decrease in employee benefit costs.

Our salaries and wages expenses were lower for both the second quarter and first six months of 2023 as compared to the same periods of 2022 due primarily to decreases in the average number of active full-time employees. Our average number of active full-time employees decreased 9.9% and 7.6% for the second quarter and first six months of 2023, respectively, as we balanced our workforce with current shipping trends. Salaries and wages also decreased as a result of lower performance-based and discretionary bonus compensation, the impacts of which were partially offset by the annual wage increase provided to our employees in September 2022.

Our productive labor costs, which include wages for drivers, platform employees, and fleet technicians, increased as a percent of revenue to 23.8% and 23.7% in the second quarter and first half of 2023, respectively, from 22.0% and 23.1% from the same periods of 2022. While our platform and P&D stops per hour metrics improved during the second quarter and first six months of 2023 as compared to the same periods of 2022, our linehaul laden load average declined due to the impact of the decreased operating density associated with the decrease in our shipments and weight per shipment. Our other salaries and wages as a percent of revenue also increased to 9.3% in both the second quarter and first half of 2023, respectively, from 8.8% and 9.1% of revenue for the same periods of 2022, respectively.

The costs attributable to employee benefits were lower for both the second quarter and first six months of 2023 as compared to the same periods of 2022 due primarily to a decrease in retirement benefit plan costs directly linked to our net income as well as a reduction in our average number of active full-time employees. These decreases were partially offset by higher costs for employee group health benefits. The increase in group health benefit costs were due to increases in both costs per claim in the first half of 2023 and claim volumes in the first quarter of 2023 as compared to the same periods of 2022. Employee benefit costs as a percent of salaries and wages increased to 37.6% and 37.3% for the second quarter and first six months of 2023, respectively, from 37.4% and 36.0% for the comparable periods of 2022.

Operating supplies and expenses decreased $71.3 million and $70.3 million in the second quarter and first six months of 2023, respectively, as compared to the same periods of 2022, due primarily to decreases in our costs for diesel fuel used in our vehicles. The cost of diesel fuel, excluding fuel taxes, represents the largest component of operating supplies and expenses, and can vary based on both average price per gallon and consumption. Our average cost per gallon of diesel fuel decreased 36.4% and 20.7% in the second quarter and first six months of 2023, respectively, as compared to the same periods last year. In addition, our gallons consumed decreased 13.7% and 10.6% in the second quarter and first six months of 2023, respectively, as compared to the same periods last year, which compares favorably to the decreases in our 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 second quarter and first six months of 2023 as compared to the same periods of 2022 due primarily to higher maintenance and repair costs.

Depreciation and amortization costs increased $11.5 million and $20.1 million in the second quarter and first six months of 2023, respectively, as compared to the same periods of 2022. The increases in depreciation and amortization were due primarily to the assets acquired as part of our 2022 and 2023 capital expenditure programs. We believe depreciation costs will increase in future periods based on our 2023 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 $14.1 million and $36.0 million in the second quarter and first six months of 2023, respectively, as compared to the same periods in 2022. 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 both the second quarter and first six months of 2023 was 25.4% and 25.6%, respectively, as compared to 26.0% for both the second quarter and first six months of 2022. Our effective tax rate generally exceeds the federal statutory rate due to the impact of state taxes and, to a lesser extent, certain other non-deductible items.

Liquidity and Capital Resources

A summary of our cash flows is presented below:


	Six Months Ended
	June 30,
(In thousands)	2023			2022
Cash and cash equivalents at beginning of period	$	186,312		$	462,564
Cash flows provided by (used in):
Operating activities		703,207			816,053
Investing activities		(412,934	)		(274,248	)
Financing activities		(421,444	)		(808,235	)
Decrease in cash and cash equivalents		(131,171	)		(266,430	)
Cash and cash equivalents at end of period	$	55,141		$	196,134

The change in our cash flows provided by operating activities during the first half of 2023 as compared to the first half of 2022 was due to the decrease in net income and fluctuations in certain working capital accounts.

The change in our cash flows used in investing activities during the first half of 2023 as compared to the first half of 2022 was impacted by the timing of expenditures under our 2022 and 2023 capital expenditure programs and the timing of purchases and maturities of short-term investments. 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 half of 2023 as compared to the first half of 2022 was due primarily to lower repurchases of our common stock, partially offset by cash utilized for increases 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, available borrowings under our third amended and restated credit agreement with Wells Fargo Bank, National Association serving as administrative agent for the lenders, which we entered into on March 22, 2023 (the “Credit Agreement”), and our Note Purchase and Private Shelf Agreement with PGIM, Inc. (“Prudential”) and certain affiliates and managed accounts of Prudential, as amended by the First Amendment entered into on March 22, 2023 (as amended, 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 six-month period ended June 30, 2023 and the years ended December 31, 2022 and 2021:


	June 30,			December 31,
(In thousands)	2023			2022			2021
Land and structures	$	146,109		$	299,529		$	252,155
Tractors		167,386			148,719			130,772
Trailers		113,542			216,697			140,595
Technology		23,658			33,783			17,139
Other equipment and assets		28,701			68,920			25,450
Proceeds from sales		(17,610	)		(22,096	)		(19,548	)
Total	$	461,786		$	745,552		$	546,563

Our capital expenditures vary based upon the change 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 historically spend 10% to 15% of our revenue on capital expenditures each year. 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 $700 million for the year ending December 31, 2023. Approximately $260 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 $365 million is allocated for the purchase of tractors and trailers; and approximately $75 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 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

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.

Dividends to Shareholders

Our Board of Directors declared a cash dividend of $0.40 per share for each of the first two quarters of 2023 and declared a cash dividend of $0.30 per share for each quarter of 2022.

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 and, if needed, borrowings under our Credit Agreement or Note Agreement.

Financing Agreements

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 March 22, 2026. On May 4, 2020, we issued $100.0 million aggregate principal amount of senior promissory notes (the “Series B Notes”). 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. Our first principal payment of $20.0 million was paid on May 4, 2023. The remaining $80.0 million will be paid in four equal annual installments of $20.0 million through May 4, 2027. The Series B Notes are senior unsecured obligations and rank pari passu with borrowings under the Credit Agreement or other senior promissory notes issued pursuant to the Note Agreement.

Credit Agreement

At our option, borrowings under the Credit Agreement bear interest at either: (i) the Secured Overnight Financing Rate (SOFR) plus the Term SOFR Adjustment, as defined in the Credit Agreement, equal to 0.100%, plus an applicable margin that ranges from 1.000% to 1.375%; or (ii) a Base Rate, as defined in the Credit Agreement, plus an applicable margin that ranges from 0.000% to 0.375%. The applicable margin for each of the foregoing options is dependent upon our consolidated debt to consolidated total capitalization ratio. Letter of credit fees equal to the applicable margin for SOFR 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 0.09% to

0.175% (based upon our consolidated debt to consolidated total capitalization ratio) 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 SOFR loans and letter of credit fees were 1.000% and commitment fees were 0.09%.

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


	June 30,			December 31,
(In thousands)	2023			2022
Facility limit	$	250,000		$	250,000
Line of credit borrowings		—			—
Outstanding letters of credit		(40,162	)		(38,653	)
Available borrowing capacity	$	209,838		$	211,347

General Debt Provisions

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 Series B Notes. 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, 2022 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. We believe seasonal trends will continue to impact our business; however, our tonnage trends could continue to be inconsistent with historical trends until there is a sustained improvement in the domestic economy. Harsh winter weather, hurricanes, tornadoes, floods and other natural disasters can also adversely impact our performance by reducing demand and increasing operating expenses.

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 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, 2022 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 health epidemics, pandemics and similar outbreaks;

•

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

•

increased costs, beyond what we may be able to recover through price increases, including as a result of inflation;

•

the availability and cost of suitable real estate;

•

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;

•

disruption in the operational and technical services (including software as a service) provided to us by third parties, which could result in operational delays and/or increased costs;

•

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, 2022.

Item 4. Controls and Procedures

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.

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.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

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 as of June 30, 2023.

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, 2022, 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, 2022.

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 second quarter of 2023:


	ISSUER PURCHASES OF EQUITY SECURITIES
	Total Number of Shares Purchased (1)		Average Price Paid per Share (2)		Total Number of Shares Purchased as Part of Publicly Announced Programs		Approximate Dollar Value of Shares that May Yet Be Purchased Under the Programs
April 1-30, 2023		139,931	$	335.77		139,886	$	490,414,642
May 1-31, 2023		198,395	$	309.29		195,729	$	429,907,883
June 1-30, 2023		171,964	$	320.06		165,856	$	376,854,484
Total		510,290	$	320.18		501,471

(1)

Total number of shares purchased during the quarter includes 8,819 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.

(2)

Average price paid per share excludes any excise tax imposed on certain stock repurchases as part of the Inflation Reduction Act of 2022.

On July 28, 2021, we announced that our Board of Directors had approved a 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 our prior 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.

On July 26, 2023, we announced that our Board of Directors had approved a new stock repurchase program authorizing up to an aggregate of $3.0 billion of our outstanding common stock. The new repurchase program, which does not have an expiration date, will be effective upon the completion of our 2021 Repurchase Program.

Item 5. Other Information

During the three months ended June 30, 2023, no director or Section 16 officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

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

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 June 30, 2023, filed on August 4, 2023, formatted in iXBRL (Inline eXtensible Business Reporting Language) includes: (i) the Condensed Balance Sheets at June 30, 2023 and December 31, 2022, (ii) the Condensed Statements of Operations for the three and six months ended June 30, 2023 and 2022, (iii) the Condensed Statements of Changes in Shareholders’ Equity for the three and six months ended June 30, 2023 and 2022, (iv) the Condensed Statements of Cash Flows for the six months ended June 30, 2023 and 2022, 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 June 30, 2023, 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:	August 4, 2023	/s/ ADAM N. SATTERFIELD
		Adam N. Satterfield
		Executive Vice President and Chief Financial Officer (Principal Financial Officer)

DATE:	August 4, 2023	/s/ KIMBERLY S. MAREADY
		Kimberly S. Maready
		Vice President - Accounting and Finance (Principal Accounting Officer)