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, 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 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 (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 August 2, 2022 there were 111,773,874 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, 2022 and December 31, 2021	1
	Condensed Statements of Operations – For the three and six months ended June 30, 2022 and 2021	3
	Condensed Statements of Changes in Shareholders’ Equity – For the three and six months ended June 30, 2022 and 2021	4
	Condensed Statements of Cash Flows – For the six months ended June 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	18
Item 4	Controls and Procedures	18
Part II – OTHER INFORMATION		19
Item 1	Legal Proceedings	19
Item 1A	Risk Factors	19
Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	20
Item 6	Exhibits	20
Exhibit Index		21
Signatures		22

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

OLD DOMINION FREIGHT LINE, INC.

CONDENSED BALANCE SHEETS

	June 30,
	2022			December 31,
(In thousands, except share and per share data)	(Unaudited)			2021
ASSETS
Current assets:
Cash and cash equivalents	$	196,134		$	462,564
Short-term investments		224,391			254,433
Customer receivables, less allowances of $11,855 and $9,855, respectively		680,096			567,474
Income taxes receivable		8,606			19,218
Other receivables		12,665			12,410
Prepaid expenses and other current assets		87,198			67,688
Total current assets		1,209,090			1,383,787
Property and equipment:
Revenue equipment		2,248,493			2,146,205
Land and structures		2,618,098			2,463,949
Other fixed assets		543,806			512,340
Leasehold improvements		13,486			13,131
Total property and equipment		5,423,883			5,135,625
Accumulated depreciation		(2,045,151	)		(1,919,939	)
Net property and equipment		3,378,732			3,215,686
Other assets		206,045			222,071
Total assets	$	4,793,867		$	4,821,544

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.

1

OLD DOMINION FREIGHT LINE, INC.

CONDENSED BALANCE SHEETS

(CONTINUED)

	June 30,
	2022		December 31,
(In thousands, except share and per share data)	(Unaudited)		2021
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	136,480	$	82,519
Compensation and benefits		264,070		257,905
Claims and insurance accruals		65,241		61,822
Other accrued liabilities		92,510		61,988
Income taxes payable		49,877		—
Current maturities of long-term debt		20,000		—
Total current liabilities		628,178		464,234
Long-term liabilities:
Long-term debt		79,955		99,947
Other non-current liabilities		281,187		328,838
Deferred income taxes		248,718		248,718
Total long-term liabilities		609,860		677,503
Total liabilities		1,238,038		1,141,737
Commitments and contingent liabilities
Shareholders’ equity:
Common stock - $0.10 par value, 280,000,000 shares authorized, 112,236,107 and 115,011,172 shares outstanding at June 30, 2022 and December 31, 2021, respectively		11,224		11,501
Capital in excess of par value		236,991		174,445
Retained earnings		3,307,614		3,493,861
Total shareholders’ equity		3,555,829		3,679,807
Total liabilities and shareholders’ equity	$	4,793,867	$	4,821,544

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.

2

OLD DOMINION FREIGHT LINE, INC.

CONDENSED STATEMENTS OF OPERATIONS

(UNAUDITED)

	Three Months Ended						Six Months Ended
	June 30,						June 30,
(In thousands, except share and per share data)	2022			2021			2022			2021
Revenue from operations	$	1,667,448		$	1,319,409		$	3,164,728		$	2,445,924
Operating expenses:
Salaries, wages and benefits		705,710			611,518			1,385,899			1,157,177
Operating supplies and expenses		236,712			137,577			428,069			261,733
General supplies and expenses		39,116			34,427			74,629			65,595
Operating taxes and licenses		34,952			33,256			70,028			64,522
Insurance and claims		16,964			14,983			33,071			27,905
Communications and utilities		9,898			8,390			19,774			16,586
Depreciation and amortization		68,310			63,947			135,650			127,934
Purchased transportation		42,681			43,927			95,181			78,641
Miscellaneous expenses, net		4,400			5,340			8,104			10,130
Total operating expenses		1,158,743			953,365			2,250,405			1,810,223
Operating income		508,705			366,044			914,323			635,701
Non-operating expense (income):
Interest expense		213			465			286			972
Interest income		(471	)		(196	)		(600	)		(482	)
Other expense, net		750			1,387			1,355			1,515
Total non-operating expense		492			1,656			1,041			2,005
Income before income taxes		508,213			364,388			913,282			633,696
Provision for income taxes		132,135			94,812			237,453			164,761
Net income	$	376,078		$	269,576		$	675,829		$	468,935
Earnings per share:
Basic	$	3.33		$	2.33		$	5.94		$	4.04
Diluted	$	3.30		$	2.31		$	5.90		$	4.01
Weighted average shares outstanding:
Basic		113,079,035			115,820,522			113,744,878			116,157,336
Diluted		113,805,149			116,561,242			114,484,894			116,906,572
Dividends declared per share	$	0.30		$	0.20		$	0.60		$	0.40

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

3

OLD DOMINION FREIGHT LINE, INC.

CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

(UNAUDITED)

							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		—			—			—			299,751			299,751
Share repurchases, including settlements under accelerated share      repurchase programs		(1,273	)		(127	)		62,500			(400,725	)		(338,352	)
Forward contract for accelerated share repurchases		—			—			(100,000	)		—			(100,000	)
Cash dividends declared		—			—			—			(34,128	)		(34,128	)
Share-based compensation and share issuances, net of forfeitures		50			5			4,286			—			4,291
Taxes paid in exchange for shares withheld		(27	)		(3	)		(8,059	)		—			(8,062	)
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, including settlements under accelerated share      repurchase programs		(1,530	)		(153	)		100,000			(393,365	)		(293,518	)
Cash dividends declared		—			—			—			(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
							Capital in
	Common Stock						Excess of			Retained
(In thousands)	Shares			Amount			Par Value			Earnings			Total
Balance as of December 31, 2020		117,058		$	11,706		$	226,451		$	3,088,131		$	3,326,288
Net income		—			—			—			199,359			199,359
Share repurchases		(1,127	)		(113	)		—			(240,102	)		(240,215	)
Forward contract for accelerated share repurchases		—			—			(68,750	)		—			(68,750	)
Cash dividends declared		—			—			—			(23,193	)		(23,193	)
Share-based compensation and share issuances, net of forfeitures		55			5			2,964			—			2,969
Taxes paid in exchange for shares withheld		(21	)		(2	)		(4,539	)		—			(4,541	)
Balance as of March 31, 2021		115,965		$	11,596		$	156,126		$	3,024,195		$	3,191,917
Net income		—			—			—			269,576			269,576
Share repurchases		(160	)		(16	)		—			(39,984	)		(40,000	)
Cash dividends declared		—			—			—			(23,194	)		(23,194	)
Share-based compensation and share issuances, net of forfeitures		5			1			4,078			—			4,079
Balance as of June 30, 2021		115,810		$	11,581		$	160,204		$	3,230,593		$	3,402,378

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

4

OLD DOMINION FREIGHT LINE, INC.

CONDENSED STATEMENTS OF CASH FLOWS

(UNAUDITED)

	Six Months Ended
	June 30,
(In thousands)	2022			2021
Cash flows from operating activities:
Net income	$	675,829		$	468,935
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		135,658			127,942
(Gain) Loss on disposal of property and equipment		(2,061	)		701
Other, net		15,649			15,352
Changes in operating assets and liabilities, net		(9,022	)		(104,639	)
Net cash provided by operating activities		816,053			508,291
Cash flows from investing activities:
Purchase of property and equipment		(323,063	)		(206,109	)
Proceeds from sale of property and equipment		18,928			15,512
Purchase of short-term investments		(99,997	)		(89,965	)
Proceeds from maturities of short-term investments		129,884			255,072
Net cash used in investing activities		(274,248	)		(25,490	)
Cash flows from financing activities:
Payments for share repurchases		(731,870	)		(280,215	)
Forward contract for accelerated share repurchases		—			(68,750	)
Dividends paid		(68,035	)		(46,408	)
Other financing activities, net		(8,330	)		(4,654	)
Net cash used in financing activities		(808,235	)		(400,027	)
(Decrease) Increase in cash and cash equivalents		(266,430	)		82,774
Cash and cash equivalents at beginning of period		462,564			401,430
Cash and cash equivalents at end of period	$	196,134		$	484,204

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

5

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)	2022		2021		2022		2021
LTL services	$	1,644,659	$	1,299,760	$	3,120,440	$	2,409,382
Other services		22,789		19,649		44,288		36,542
Total revenue from operations	$	1,667,448	$	1,319,409	$	3,164,728	$	2,445,924

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, 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

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 six months ended June 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 June 30, 2022, we had $1.22 billion 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				Six Months Ended
	June 30,				June 30,
	2022		2021		2022		2021
Weighted average shares outstanding - basic		113,079,035		115,820,522		113,744,878		116,157,336
Dilutive effect of share-based awards		726,114		740,720		740,016		749,236
Weighted average shares outstanding - diluted		113,805,149		116,561,242		114,484,894		116,906,572

Note 3. Long-Term Debt

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

(In thousands)	June 30, 2022			December 31, 2021
Senior notes	$	99,955		$	99,947
Revolving credit facility		—			—
Total long-term debt		99,955			99,947
Less: Current maturities		(20,000	)		—
Total maturities due after one year	$	79,955		$	99,947

7

Senior 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 (the “Credit Agreement”) or other senior promissory notes issued pursuant to the Note Agreement.

Credit Agreement

On November 21, 2019, we entered into the 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 June 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.

8

Note 5. Fair Value Measurements

Short-term Investments

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

(In thousands)	Total		Level 1		Level 2		Level 3
June 30, 2022
Certificates of deposit	$	40,054	$	—	$	40,054	$	—
Commercial paper		184,337		—		184,337		—
	$	224,391	$	—	$	224,391	$	—
(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 June 30, 2022 and December 31, 2021, respectively. The estimated fair value of our total long-term debt, including current maturities, was $94.7 million and $104.5 million at June 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.

9

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

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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,
	2022			2021			2022			2021
Revenue from operations		100.0	%		100.0	%		100.0	%		100.0	%
Operating expenses:
Salaries, wages and benefits		42.3			46.4			43.8			47.3
Operating supplies and expenses		14.2			10.4			13.5			10.7
General supplies and expenses		2.3			2.6			2.4			2.7
Operating taxes and licenses		2.1			2.5			2.2			2.6
Insurance and claims		1.0			1.2			1.0			1.2
Communications and utilities		0.6			0.6			0.6			0.7
Depreciation and amortization		4.1			4.9			4.3			5.2
Purchased transportation		2.6			3.3			3.0			3.2
Miscellaneous expenses, net		0.3			0.4			0.3			0.4
Total operating expenses		69.5			72.3			71.1			74.0
Operating income		30.5			27.7			28.9			26.0
Interest (income) expense, net		(0.0	)		0.0			(0.0	)		0.0
Other expense, net		0.0			0.1			0.0			0.1
Income before income taxes		30.5			27.6			28.9			25.9
Provision for income taxes		7.9			7.2			7.5			6.7
Net income		22.6	%		20.4	%		21.4	%		19.2	%

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

	Three Months Ended									Six Months Ended
	June 30,									June 30,
	2022			2021			% Change			2022			2021			% Change
Work days		64			64			—			128			127			0.8	%
Revenue (in thousands)	$	1,667,448		$	1,319,409			26.4	%	$	3,164,728		$	2,445,924			29.4	%
Operating ratio		69.5	%		72.3	%					71.1	%		74.0	%
Net income (in thousands)	$	376,078		$	269,576			39.5	%	$	675,829		$	468,935			44.1	%
Diluted earnings per share	$	3.30		$	2.31			42.9	%	$	5.90		$	4.01			47.1	%
LTL tons (in thousands)		2,672			2,598			2.8	%		5,325			4,930			8.0	%
LTL tonnage per day		41,746			40,600			2.8	%		41,600			38,819			7.2	%
LTL shipments (in thousands)		3,398			3,307			2.8	%		6,738			6,211			8.5	%
LTL shipments per day		53,096			51,672			2.8	%		52,643			48,903			7.6	%
LTL weight per shipment (lbs.)		1,572			1,571			0.1	%		1,580			1,588			(0.5	)%
LTL revenue per hundredweight	$	30.78		$	25.10			22.6	%	$	29.46		$	24.56			20.0	%
LTL revenue per shipment	$	484.08		$	394.49			22.7	%	$	465.63		$	389.94			19.4	%
Average length of haul (miles)		934			930			0.4	%		937			929			0.9	%

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Our financial results for the second quarter and first six months of 2022 include Company records for revenue and profitability. We produced these results by continuing to execute on our long-term strategic plan and delivering superior service at a fair price. The increases in revenue, when combined with our disciplined control over our operating costs, resulted in a 280 and 290 basis-point improvement in our operating ratio to 69.5% and 71.1%, respectively, for the second quarter and first six months of 2022 as compared to the same periods last year. As a result, our net income and diluted earnings per share increased by 39.5% and 42.9%, respectively, for the second quarter of 2022 as compared to the same periods last year and 44.1% and 47.1%, respectively, for the first six months of 2022 as compared to the same periods last year.

Revenue

Revenue increased $348.0 million, or 26.4%, and $718.8 million, or 29.4%, in the second quarter and first six months of 2022, respectively, as compared to the same periods of 2021, due to increases in both our LTL revenue per hundredweight and LTL tonnage. Tonnage per day increased 2.8% and 7.2% for the second quarter and first half of 2022, respectively, primarily due to increases in shipments per day for both periods presented. We believe our tonnage growth for both of the comparable periods resulted from continued increases in our market share driven by the demand for our superior service and our available network capacity.

Our LTL revenue per hundredweight increased 22.6% and 20.0% in the second quarter and first six months of 2022, respectively, as compared to the same periods in 2021. 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 9.3% and 9.6% in the second quarter and first six 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.

July 2022 Update

Revenue per day increased 18.4% in July 2022 compared to the same month last year. LTL tons per day decreased 1.4%, due primarily to a 2.6% decrease in LTL shipments per day that was partially offset by a 1.2% increase in LTL weight per shipment. LTL revenue per hundredweight increased 20.5% as compared to the same month last year. LTL revenue per hundredweight, excluding fuel surcharges, increased 7.8% as compared to the same month last year.

Operating Costs and Other Expenses

Salaries, wages and benefits increased $94.2 million, or 15.4%, in the second quarter of 2022 as compared to the second quarter of 2021, due to a $62.3 million increase in salaries and wages and a $31.9 million increase in employee benefit costs. Salaries, wages and benefits increased $228.7 million, or 19.8%, for the first six months of 2022 as compared to the same period of 2021, due to a $157.9 million increase in salaries and wages and a $70.8 million increase in employee benefit costs.

Our salaries and wages expenses were higher for both the second quarter and first six 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 15.1% and 16.8% for the second quarter and first six months of 2022, respectively, as we hired additional employees to balance our workforce with higher demand and shipment trends. Salaries and wages also increased as a result of an annual wage increase provided to our employees in September 2021, as well as higher performance-based and discretionary bonus compensation.

Our productive labor costs, which include wages for drivers, platform employees, and fleet technicians, improved as a percent of revenue to 22.0% and 23.1% in the second quarter and first half of 2022, respectively, from 24.8% and 25.5% 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 continued focus on operating efficiently. Our productive labor costs as a percentage of revenue were also impacted by declines in our platform and P&D shipments per hour and linehaul laden load average as we continued to onboard and train our new employees. Our other salaries and wages as a percent of revenue also decreased to 8.8% and 9.1% of revenue in the second quarter and first half of 2022, respectively, from 9.4% and 9.7% of revenue for the same periods of 2021, respectively.

The increase in employee benefit costs for both the second quarter and first half of 2022 reflects the impact of the increase in the number of full-time employees eligible for our benefits. Our employee benefit costs also increased due to certain higher retirement benefits costs directly linked to our net income and higher costs per claim for employee group health benefits. As a result of these increases, our employee benefit costs, as a percent of salaries and wages, increased to 37.4% and 36.0% for the second quarter and first six months of 2022, respectively, from 35.5% and 34.4% for the comparable periods of 2021.

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Operating supplies and expenses increased $99.1 million and $166.3 million in the second quarter and first six 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, represents 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 99.8% and 83.6% in the second quarter and first six months of 2022, respectively, as compared to the same periods last year. In addition, our gallons consumed increased 6.8% and 9.9% in the second quarter and first six 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 slightly in the second quarter of 2022 as compared to the second quarter of 2021 due to increases in the cost of maintenance parts and other petroleum-based supplies. Other operating supplies and expenses as a percentage of revenue were relatively consistent in the first half of 2022 as compared to the first half of 2021.

Depreciation and amortization costs increased slightly in the second quarter and first six months of 2022, respectively, as compared to the same periods of 2021. The increases in depreciation and amortization 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 $1.2 million in the second quarter of 2022 as compared to the second quarter of 2021 and increased $16.5 million in the first half of 2022 as compared to the first half of 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 both the second quarter and first six months of 2022 was 26.0% which is consistent with the same periods in 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 non-deductible items.

Liquidity and Capital Resources

A summary of our cash flows is presented below:

	Six Months Ended
	June 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		816,053			508,291
Investing activities		(274,248	)		(25,490	)
Financing activities		(808,235	)		(400,027	)
(Decrease) increase in cash and cash equivalents		(266,430	)		82,774
Cash and cash equivalents at end of period	$	196,134		$	484,204

The change in our cash flows provided by operating activities during the first half of 2022 as compared to the first half of 2021 was impacted by our increase in net income of $206.9 million, fluctuations in estimated income tax payments and changes in certain working capital accounts.

The change in our cash flows used in investing activities during the first half of 2022 as compared to the first half of 2021 was impacted by the timing of 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 half of 2022 as compared to the first half 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

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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 six-month period ended June 30, 2022 and the years ended December 31, 2021 and 2020:

	June 30,			December 31,
(In thousands)	2022			2021			2020
Land and structures	$	167,306		$	252,155		$	181,221
Tractors		33,171			130,772			17,518
Trailers		67,846			140,595			2,151
Technology		17,829			17,139			11,925
Other equipment and assets		29,411			25,450			12,266
Proceeds from sales		(18,928	)		(19,548	)		(3,690	)
Total	$	296,635		$	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 $835 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 $485 million is allocated for the purchase of tractors and trailers; and approximately $50 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 June 30, 2022, we had $1.22 billion 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 of the first two quarters 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

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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:

	June 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 June 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.

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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; however, the effects of the COVID-19 pandemic on the domestic economy has impacted, and may continue to impact, our normal seasonal trends. 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, many of which are currently amplified by and may continue to be amplified by or may, in the future, be amplified by, the COVID-19 pandemic:

•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;

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•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, 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”) 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;

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•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.

18

PART II. OTHER INFORMATION

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 those 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. The following matter, which is not material to our financial position, results of operations or cash flows, is disclosed in accordance with that requirement.

On May 12, 2017, we received a letter from the Orange County California District Attorney’s Office concerning suspected violations of California laws with respect to waste handling practices. As part of the civil investigation conducted in coordination with other California jurisdictions, we shared information with various public agency attorneys in California regarding our waste handling practices at our facilities throughout the state. On July 26, 2022, the Superior Court for the County of Orange, California entered a consent judgment approving an agreement with the public agency attorneys representing the various California jurisdictions involved in the matter to resolve all claims. The consent judgment requires certain injunctive relief and our aggregate payment of $1.36 million, which includes amounts for penalties, cost recovery and supplemental environmental projects.

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.

19

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 2022:

	ISSUER PURCHASES OF EQUITY SECURITIES
	Total Number of Shares Purchased (2)		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
April 1 - 30, 2022 (1)		372,867	$	268.24		372,809	$	1,517,917,158
May 1 - 31, 2022		514,383	$	260.22		514,301	$	1,384,087,047
June 1 - 30, 2022		643,204	$	248.30		643,122	$	1,224,399,170
Total		1,530,454	$	257.17		1,530,232

(1)The total number of shares purchased includes the final settlement of 372,809 shares of our common stock under an accelerated share repurchase agreement entered into with a third-party financial institution on February 24, 2022 (the "February 2022 ASR Agreement"). The final number of shares received was based on the daily volume-weighted average share price during the term of agreement, less a negotiated discount. Under the February 2022 ASR Agreement, we repurchased 1,390,966 shares for $400.0 million, at an average price of $287.57 per share.

(2)Total number of shares purchased during the quarter includes 222 shares of our common stock surrendered by employees to satisfy tax withholding obligations in connection with the vesting of employee 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.

20

EXHIBIT INDEX

TO QUARTERLY REPORT ON FORM 10-Q

Exhibit No.	Description
10.20.5	Fourth Amendment to the 2006 Nonqualified Deferred Compensation Plan of Old Dominion Freight Line, Inc.
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, 2022, filed on August 3, 2022, formatted in iXBRL (Inline eXtensible Business Reporting Language) includes: (i) the Condensed Balance Sheets at June 30, 2022 and December 31, 2021, (ii) the Condensed Statements of Operations for the three and six months ended June 30, 2022 and 2021, (iii) the Condensed Statements of Changes in Shareholders’ Equity for the three and six months ended June 30, 2022 and 2021, (iv) the Condensed Statements of Cash Flows for the six months ended June 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 June 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.

21

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 3, 2022	/s/ ADAM N. SATTERFIELD
		Adam N. Satterfield
		Senior Vice President - Finance and Chief Financial Officer (Principal Financial Officer)
DATE:	August 3, 2022	/s/ KIMBERLY S. MAREADY
		Kimberly S. Maready
		Vice President - Accounting and Finance (Principal Accounting Officer)

22

EX-10.20.5

Exhibit 10.20.5

FOURTH AMENDMENT TO THE

2006 NONQUALIFIED DEFERRED COMPENSATION PLAN

OF OLD DOMINION FREIGHT LINE, INC.

This Fourth Amendment to the 2006 Nonqualified Deferred Compensation Plan of Old Dominion Freight Line, Inc. (“Plan”) is made and entered into by Old Dominion Freight Line, Inc. (“Company”). Defined terms used in the Plan, effective January 1, 2006 and as restated effective January 1, 2009 and further amended effective January 1, 2010, November 10, 2011 and January 29, 2015, shall have the same meaning therein as herein.

RECITALS

WHEREAS, the Board of Directors of the Company has deemed it advisable to amend Section 4.6 of the Plan to provide Participants with additional flexibility to designate specified payment dates for future accruals; and

WHEREAS, the Company desires to evidence these changes by this Amendment.

NOW, THEREFORE, IT IS DECLARED that upon approval of this Amendment by the Board of Directors on July 20, 2022, the Plan shall be and hereby is amended as follows:

1.Section 4.6 is amended and restated in its entirety to read as follows:

4.6 Payment at a Specified Time. An Active Participant who enters into a Salary and Bonus Reduction Agreement pursuant to Section 3 with respect to Compensation earned on and before December 31, 2022, and who also elects at the time of such election to defer such amounts for a term of five (5) years (on a calendar year basis beginning with the effective date of the first deferral pursuant to the election), shall receive his or her Special Accrued Benefit according to the provisions of this Section 4.6. The Participant’s Special Accrued Benefit, determined as of the Year-End Adjustment Date coincident with the end of the specified five (5) year term, shall be paid to the Participant in cash in a lump sum by no later than the 15th day of the third month next following such Year-End Adjustment Date.

An Active Participant who enters into a Salary and Bonus Reduction Agreement pursuant to Section 3 with respect to Compensation earned on and after January 1, 2023, and who also elects at the time of such election to defer such amounts for a specified number of Plan Years, shall receive his or her Special Accrued Benefit according to the provisions of this Section 4.6. The Committee may establish a minimum and maximum deferral period on the Salary and Bonus Reduction Agreement. The Participant’s Special Accrued Benefit, determined as of the Year-End Adjustment Date coincident with the end of the specified term, shall be paid to the Participant in cash in a lump sum by no later than the 15th day of the third month next following such Year-End Adjustment Date.

In either case described above, if a Participant dies or retires due to Disability prior to receiving the Participant’s Special Accrued Benefit, then such Participant’s Special Accrued Benefit shall be added to his or her Accrued Benefit and paid on the earlier of the fixed payment

date determined under this Section 4.6, or the date determined under Section 4.4 or 4.5, whichever is applicable. The form of the payment will be determined based on the applicable section pursuant to which the benefit is paid.

2.Except as set forth herein, the Plan shall be unchanged and shall remain in full force and effect.

[signature page follows]

2

IN WITNESS WHEREOF, this Fourth Amendment is executed by the Company.

OLD DOMINION FREIGHT LINE, INC.

By: /s/ GREG C. GANTT

Greg C. Gantt, President and Chief

Executive Officer

ATTEST:

/s/ ROSS H. PARR

Ross H. Parr

Senior Vice President – Legal Affairs, General Counsel and Secretary

(Corporate Seal)

3

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:	August 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:	August 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 June 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:	August 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 June 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:	August 3, 2022

XML

Document And Entity Information - shares	6 Months Ended
	Jun. 30, 2022	Aug. 02, 2022
Cover [Abstract]
Entity Registrant Name	OLD DOMINION FREIGHT LINE, INC.
Entity Central Index Key	0000878927
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Jun. 30, 2022
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q2
Trading Symbol	ODFL
Current Fiscal Year End Date	--12-31
Entity Filer Category	Large Accelerated Filer
Entity Emerging Growth Company	false
Entity Small Business	false
Entity Common Stock, Shares Outstanding		111,773,874
Document Quarterly Report	true
Document Transition Report	false
Entity File Number	0-19582
Entity Incorporation, State or Country Code	VA
Entity Tax Identification Number	56-0751714
Entity Address, Postal Zip Code	27360
Entity Address, Address Line One	500 Old Dominion Way
Entity Address, City or Town	Thomasville
Entity Address, State or Province	NC
City Area Code	336
Local Phone Number	889-5000
Security Exchange Name	NASDAQ
Title of 12(b) Security	Common Stock ($0.10 par value)
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Shell Company	false

XML

Condensed Balance Sheets - USD ($) $ in Thousands	Jun. 30, 2022	Dec. 31, 2021
Current assets:
Cash and cash equivalents	$ 196,134	$ 462,564
Short-term investments	224,391	254,433
Customer receivables, less allowances of $11,855 and $9,855, respectively	680,096	567,474
Income taxes receivable	8,606	19,218
Other receivables	12,665	12,410
Prepaid expenses and other current assets	87,198	67,688
Total current assets	1,209,090	1,383,787
Property and equipment:
Revenue equipment	2,248,493	2,146,205
Land and structures	2,618,098	2,463,949
Other fixed assets	543,806	512,340
Leasehold improvements	13,486	13,131
Total property and equipment	5,423,883	5,135,625
Accumulated depreciation	(2,045,151)	(1,919,939)
Net property and equipment	3,378,732	3,215,686
Other assets	206,045	222,071
Total assets	4,793,867	4,821,544
Current liabilities:
Accounts payable	136,480	82,519
Compensation and benefits	264,070	257,905
Claims and insurance accruals	65,241	61,822
Other accrued liabilities	92,510	61,988
Income taxes payable	49,877
Current maturities of long-term debt	20,000
Total current liabilities	628,178	464,234
Long-term liabilities:
Long-term debt	79,955	99,947
Other non-current liabilities	281,187	328,838
Deferred income taxes	248,718	248,718
Total long-term liabilities	609,860	677,503
Total liabilities	1,238,038	1,141,737
Commitments and contingent liabilities
Shareholders' equity:
Common stock - $0.10 par value, 280,000,000 shares authorized, 112,236,107 and 115,011,172 shares outstanding at June 30, 2022 and December 31, 2021, respectively	11,224	11,501
Capital in excess of par value	236,991	174,445
Retained earnings	3,307,614	3,493,861
Total shareholders’ equity	3,555,829	3,679,807
Total liabilities and shareholders’ equity	$ 4,793,867	$ 4,821,544

XML

Condensed Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Jun. 30, 2022	Dec. 31, 2021
Statement Of Financial Position [Abstract]
Customer receivables, allowances	$ 11,855	$ 9,855
Common stock, par value	$ 0.10	$ 0.10
Common stock, shares authorized	280,000,000	280,000,000
Common stock, shares outstanding	112,236,107	115,011,172

XML

Condensed Statements of Operations (Unaudited) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Income Statement [Abstract]
Revenue from operations	$ 1,667,448	$ 1,319,409	$ 3,164,728	$ 2,445,924
Operating expenses:
Salaries, wages and benefits	705,710	611,518	1,385,899	1,157,177
Operating supplies and expenses	236,712	137,577	428,069	261,733
General supplies and expenses	39,116	34,427	74,629	65,595
Operating taxes and licenses	34,952	33,256	70,028	64,522
Insurance and claims	16,964	14,983	33,071	27,905
Communications and utilities	9,898	8,390	19,774	16,586
Depreciation and amortization	68,310	63,947	135,650	127,934
Purchased transportation	42,681	43,927	95,181	78,641
Miscellaneous expenses, net	4,400	5,340	8,104	10,130
Total operating expenses	1,158,743	953,365	2,250,405	1,810,223
Operating income	508,705	366,044	914,323	635,701
Non-operating expense (income):
Interest expense	213	465	286	972
Interest income	(471)	(196)	(600)	(482)
Other expense, net	750	1,387	1,355	1,515
Total non-operating expense	492	1,656	1,041	2,005
Income before income taxes	508,213	364,388	913,282	633,696
Provision for income taxes	132,135	94,812	237,453	164,761
Net income	$ 376,078	$ 269,576	$ 675,829	$ 468,935
Earnings per share:
Basic	$ 3.33	$ 2.33	$ 5.94	$ 4.04
Diluted	$ 3.30	$ 2.31	$ 5.90	$ 4.01
Weighted average shares outstanding:
Basic	113,079,035	115,820,522	113,744,878	116,157,336
Diluted	113,805,149	116,561,242	114,484,894	116,906,572
Dividends declared per share	$ 0.30	$ 0.20	$ 0.60	$ 0.40

XML

Condensed Statements of Changes in Shareholders' Equity (Unaudited) - USD ($) shares in Thousands, $ in Thousands	Total	Common Stock [Member]	Capital In Excess Of Par Value [Member]	Retained Earnings [Member]
Balance at Dec. 31, 2020	$ 3,326,288	$ 11,706	$ 226,451	$ 3,088,131
Balance, in shares at Dec. 31, 2020		117,058
Net income	199,359			199,359
Share repurchases, including settlements under accelerated share repurchase programs, shares		(1,127)
Share repurchases, including settlements under accelerated share repurchase programs	(240,215)	$ (113)		(240,102)
Forward contract for accelerated share repurchases	(68,750)		(68,750)
Cash dividends declared	(23,193)			(23,193)
Share-based compensation and share issuances, net of forfeitures, shares		55
Share-based compensation and share issuances, net of forfeitures	2,969	$ 5	2,964
Taxes paid in exchange for shares withheld, shares		(21)
Taxes paid in exchange for shares withheld	(4,541)	$ (2)	(4,539)
Balance at Mar. 31, 2021	3,191,917	$ 11,596	156,126	3,024,195
Balance, in shares at Mar. 31, 2021		115,965
Net income	269,576			269,576
Share repurchases, including settlements under accelerated share repurchase programs, shares		(160)
Share repurchases, including settlements under accelerated share repurchase programs	(40,000)	$ (16)		(39,984)
Cash dividends declared	(23,194)			(23,194)
Share-based compensation and share issuances, net of forfeitures, shares		5
Share-based compensation and share issuances, net of forfeitures	4,079	$ 1	4,078
Balance at Jun. 30, 2021	3,402,378	$ 11,581	160,204	3,230,593
Balance, in shares at Jun. 30, 2021		115,810
Balance at Dec. 31, 2021	3,679,807	$ 11,501	174,445	3,493,861
Balance, in shares at Dec. 31, 2021		115,011
Net income	299,751			299,751
Share repurchases, including settlements under accelerated share repurchase programs, shares		(1,273)
Share repurchases, including settlements under accelerated share repurchase programs	(338,352)	$ (127)	62,500	(400,725)
Forward contract for accelerated share repurchases	(100,000)		(100,000)
Cash dividends declared	(34,128)			(34,128)
Share-based compensation and share issuances, net of forfeitures, shares		50
Share-based compensation and share issuances, net of forfeitures	4,291	$ 5	4,286
Taxes paid in exchange for shares withheld, shares		(27)
Taxes paid in exchange for shares withheld	(8,062)	$ (3)	(8,059)
Balance at Mar. 31, 2022	3,503,307	$ 11,376	133,172	3,358,759
Balance, in shares at Mar. 31, 2022		113,761
Net income	376,078			376,078
Share repurchases, including settlements under accelerated share repurchase programs, shares		1,530
Share repurchases, including settlements under accelerated share repurchase programs	(293,518)	$ (153)	100,000	(393,365)
Cash dividends declared	(33,858)			(33,858)
Share-based compensation and share issuances, net of forfeitures, shares		5
Share-based compensation and share issuances, net of forfeitures	3,882	$ 1	3,881
Taxes paid in exchange for shares withheld	(62)		(62)
Balance at Jun. 30, 2022	$ 3,555,829	$ 11,224	$ 236,991	$ 3,307,614
Balance, in shares at Jun. 30, 2022		112,236

XML

Condensed Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021
Cash flows from operating activities:
Net income	$ 675,829	$ 468,935
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	135,658	127,942
(Gain) Loss on disposal of property and equipment	(2,061)	701
Other, net	15,649	15,352
Changes in operating assets and liabilities, net	(9,022)	(104,639)
Net cash provided by operating activities	816,053	508,291
Cash flows from investing activities:
Purchase of property and equipment	(323,063)	(206,109)
Proceeds from sale of property and equipment	18,928	15,512
Purchase of short-term investments	(99,997)	(89,965)
Proceeds from maturities of short-term investments	129,884	255,072
Net cash used in investing activities	(274,248)	(25,490)
Cash flows from financing activities:
Payments for share repurchases	(731,870)	(280,215)
Forward contract for accelerated share repurchases		(68,750)
Dividends paid	(68,035)	(46,408)
Other financing activities, net	(8,330)	(4,654)
Net cash used in financing activities	(808,235)	(400,027)
Decrease in cash and cash equivalents	(266,430)	82,774
Cash and cash equivalents at beginning of period	462,564	401,430
Cash and cash equivalents at end of period	$ 196,134	$ 484,204

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Significant Accounting Policies

6 Months Ended

Jun. 30, 2022

Accounting Policies [Abstract]

Significant Accounting Policies

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)	2022		2021		2022		2021
LTL services	$	1,644,659	$	1,299,760	$	3,120,440	$	2,409,382
Other services		22,789		19,649		44,288		36,542
Total revenue from operations	$	1,667,448	$	1,319,409	$	3,164,728	$	2,445,924

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, 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.

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 six months ended June 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 June 30, 2022, we had $1.22 billion remaining authorized under the 2021 Repurchase Program.

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Earnings Per Share

6 Months Ended

Jun. 30, 2022

Earnings Per Share [Abstract]

Earnings Per Share

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,
	2022		2021		2022		2021
Weighted average shares outstanding - basic		113,079,035		115,820,522		113,744,878		116,157,336
Dilutive effect of share-based awards		726,114		740,720		740,016		749,236
Weighted average shares outstanding - diluted		113,805,149		116,561,242		114,484,894		116,906,572

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Long-term Debt

6 Months Ended

Jun. 30, 2022

Debt Disclosure [Abstract]

Long-term Debt

Note 3. Long-Term Debt

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

(In thousands)	June 30, 2022			December 31, 2021
Senior notes	$	99,955		$	99,947
Revolving credit facility		—			—
Total long-term debt		99,955			99,947
Less: Current maturities		(20,000	)		—
Total maturities due after one year	$	79,955		$	99,947

Senior 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 (the “Credit Agreement”) or other senior promissory notes issued pursuant to the Note Agreement.

Credit Agreement

On November 21, 2019, we entered into the 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 June 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).

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Commitments and Contingencies

6 Months Ended

Jun. 30, 2022

Commitments And Contingencies Disclosure [Abstract]

Commitments and Contingencies

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.

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Fair Value Measurements

6 Months Ended

Jun. 30, 2022

Fair Value Disclosures [Abstract]

Fair Value Measurements

Note 5. Fair Value Measurements

Short-term Investments

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

(In thousands)	Total		Level 1		Level 2		Level 3
June 30, 2022
Certificates of deposit	$	40,054	$	—	$	40,054	$	—
Commercial paper		184,337		—		184,337		—
	$	224,391	$	—	$	224,391	$	—
(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 June 30, 2022 and December 31, 2021, respectively. The estimated fair value of our total long-term debt, including current maturities, was $94.7 million and $104.5 million at June 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.

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Significant Accounting Policies (Policies)

6 Months Ended

Jun. 30, 2022

Accounting Policies [Abstract]

Business

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)	2022		2021		2022		2021
LTL services	$	1,644,659	$	1,299,760	$	3,120,440	$	2,409,382
Other services		22,789		19,649		44,288		36,542
Total revenue from operations	$	1,667,448	$	1,319,409	$	3,164,728	$	2,445,924

Basis of Presentation

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, 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

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.

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 six months ended June 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 June 30, 2022, we had $1.22 billion remaining authorized under the 2021 Repurchase Program.

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Significant Accounting Policies (Tables)

6 Months Ended

Jun. 30, 2022

Accounting Policies [Abstract]

Disaggregated Revenue

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)	2022		2021		2022		2021
LTL services	$	1,644,659	$	1,299,760	$	3,120,440	$	2,409,382
Other services		22,789		19,649		44,288		36,542
Total revenue from operations	$	1,667,448	$	1,319,409	$	3,164,728	$	2,445,924

Summary of Accelerated Repurchase Activity

The table below summarizes our accelerated share repurchase activity for the six months ended June 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

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Earnings Per Share (Tables)

6 Months Ended

Jun. 30, 2022

Earnings Per Share [Abstract]

Reconciliation of Number of Common Stock used in Computing Basic and Diluted Earning Per Share

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,
	2022		2021		2022		2021
Weighted average shares outstanding - basic		113,079,035		115,820,522		113,744,878		116,157,336
Dilutive effect of share-based awards		726,114		740,720		740,016		749,236
Weighted average shares outstanding - diluted		113,805,149		116,561,242		114,484,894		116,906,572

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Long-term Debt (Tables)

6 Months Ended

Jun. 30, 2022

Debt Disclosure [Abstract]

Schedule of Long-term Debt, Net of Unamortized Debt Issuance Costs

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

(In thousands)	June 30, 2022			December 31, 2021
Senior notes	$	99,955		$	99,947
Revolving credit facility		—			—
Total long-term debt		99,955			99,947
Less: Current maturities		(20,000	)		—
Total maturities due after one year	$	79,955		$	99,947

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Fair Value Measurements (Tables)

6 Months Ended

Jun. 30, 2022

Fair Value Disclosures [Abstract]

Schedule of Fair Value of Short-term Investments

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

(In thousands)	Total		Level 1		Level 2		Level 3
June 30, 2022
Certificates of deposit	$	40,054	$	—	$	40,054	$	—
Commercial paper		184,337		—		184,337		—
	$	224,391	$	—	$	224,391	$	—
(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	$	—

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Significant Accounting Policies - Additional Information (Details)	6 Months Ended
	Jun. 30, 2022 USD ($) Segment	Jul. 28, 2021 USD ($)	May 29, 2020 USD ($)	May 01, 2020 USD ($)
Significant Accounting Policies [Line Items]
Number of operating segment | Segment	1
2020 Share Repurchase Program [Member] | Maximum [Member]
Significant Accounting Policies [Line Items]
Stock repurchase program, authorized amount				$ 700,000,000.0
2019 Share Repurchase Program [Member] | Maximum [Member]
Significant Accounting Policies [Line Items]
Stock repurchase program, authorized amount			$ 350,000,000.0
2021 Share Repurchase Program [Member] | Maximum [Member]
Significant Accounting Policies [Line Items]
Stock repurchase program, authorized amount		$ 2,000,000,000.0
Share Repurchase Programs [Member]
Significant Accounting Policies [Line Items]
Stock repurchase program, remaining authorized repurchase amount	$ 1,220,000,000

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Significant Accounting Policies - Disaggregated Revenue (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Disaggregation of Revenue [Line Items]
Revenue from operations	$ 1,667,448	$ 1,319,409	$ 3,164,728	$ 2,445,924
LTL Service Revenue [Member]
Disaggregation of Revenue [Line Items]
Revenue from operations	1,644,659	1,299,760	3,120,440	2,409,382
Other Service Revenue [Member]
Disaggregation of Revenue [Line Items]
Revenue from operations	$ 22,789	$ 19,649	$ 44,288	$ 36,542

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Significant Accounting Policies - Summary of Accelerated Repurchase Activity (Details) - USD ($) $ in Millions				6 Months Ended
	Feb. 24, 2022	Aug. 26, 2021	Feb. 25, 2021	Jun. 30, 2022	Jun. 30, 2021
February 2021 ASR Agreement [Member]
Accelerated Share Repurchases [Line Items]
Agreement Date			2021-02
Settlement Date				2021-08	2021-08
Agreement Amount			$ 275.0
Initial shares delivered			960,330
Additional Shares Delivered			140,716
Total Shares Delivered			1,101,046
August 2021 ASR Agreement [Member]
Accelerated Share Repurchases [Line Items]
Agreement Date		2021-08
Settlement Date				2022-01	2022-01
Agreement Amount		$ 250.0
Initial shares delivered		655,365
Additional Shares Delivered		123,410
Total Shares Delivered		778,775
February 2022 ASR Agreement [Member]
Accelerated Share Repurchases [Line Items]
Agreement Date	2022-02
Settlement Date				2022-04	2022-04
Agreement Amount	$ 400.0
Initial shares delivered	1,018,157
Additional Shares Delivered	372,809
Total Shares Delivered	1,390,966

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Earnings Per Share - Reconciliation of Number of Common Stock used in Computing Basic and Diluted Earning Per Share (Details) - shares	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Weighted Average Number Of Shares Outstanding [Abstract]
Weighted average shares outstanding - basic	113,079,035	115,820,522	113,744,878	116,157,336
Dilutive effect of share-based awards	726,114	740,720	740,016	749,236
Weighted average shares outstanding - diluted	113,805,149	116,561,242	114,484,894	116,906,572

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Long-term Debt - Schedule of Long-term Debt, Net of Unamortized Debt Issuance Costs (Details) - USD ($) $ in Thousands	Jun. 30, 2022	Dec. 31, 2021
Debt Disclosure [Abstract]
Senior notes	$ 99,955	$ 99,947
Revolving credit facility		0
Total long-term debt	99,955	99,947
Less: Current maturities	(20,000)	0
Total maturities due after one year	$ 79,955	$ 99,947

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Long-Term Debt - Additional Information (Details) - USD ($) $ in Thousands	May 04, 2023	May 04, 2020	Nov. 21, 2019	Jun. 30, 2022	Dec. 31, 2021
Debt Instrument [Line Items]
Senior note				$ 99,955	$ 99,947
Line of Credit Facility, Unused Capacity, Commitment Fee Percentage			0.10%
Letter of Credit Fee in Percentage			1.00%
Letters of Credit Outstanding, Amount				$ 38,800	$ 39,200
2019 Credit Agreement [Member]
Debt Instrument [Line Items]
Original borrowing capacity			$ 250,000
Line of Credit Facility Accordion			150,000
Line of Credit Facility, Maximum Borrowing Capacity			400,000
Letter of Credit [Member]
Debt Instrument [Line Items]
Line of Credit Facility, Capacity Available for Specific Purpose Other than for Trade Purchases			$ 100,000
Maximum [Member]
Debt Instrument [Line Items]
Interest Rate Spread added to Rate			0.375%
Line of Credit Facility, Unused Capacity, Commitment Fee Percentage			0.175%
Maximum [Member] | London Interbank Offered Rate (LIBOR) [Member]
Debt Instrument [Line Items]
Interest Rate Spread added to Rate			1.375%
Minimum [Member]
Debt Instrument [Line Items]
Interest Rate Spread added to Rate			0.00%
Line of Credit Facility, Unused Capacity, Commitment Fee Percentage			0.10%
Minimum [Member] | London Interbank Offered Rate (LIBOR) [Member]
Debt Instrument [Line Items]
Interest Rate Spread added to Rate			1.00%
Series B [Member] | Forecast [Member]
Debt Instrument [Line Items]
Scheduled principal payment	$ 20,000
Maturity date	May 04, 2027
Notes interest	3.10%
Maturity Date Description	The Series B Notes bear interest at 3.10% per annum and mature on May 4, 2027, unless prepaid
P G I M I N C [Member] | Series B Notes [Member]
Debt Instrument [Line Items]
Proceeds from issuance of senior promissory notes		$ 100,000
Note Agreement [Member] | P G I M I N C [Member] | Maximum [Member]
Debt Instrument [Line Items]
Aggregate amount on promissory notes issued		$ 350,000

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Fair Value Measurements - Schedule of Fair Value of Short-term Investments (Details) - USD ($) $ in Thousands	Jun. 30, 2022	Dec. 31, 2021
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Assets, Fair value	$ 224,391	$ 254,433
Certificates of deposit [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Assets, Fair value	40,054	40,014
Commercial paper [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Assets, Fair value	184,337	214,419
Level 2 [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Assets, Fair value	224,391	254,433
Level 2 [Member] | Certificates of deposit [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Assets, Fair value	40,054	40,014
Level 2 [Member] | Commercial paper [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Assets, Fair value	$ 184,337	$ 214,419

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Fair Value Measurements - Additional Information (Details) - USD ($) $ in Thousands	Jun. 30, 2022	Dec. 31, 2021
Fair Value Disclosures [Abstract]
Debt and capital lease obligations	$ 99,955	$ 99,947
Long-term debt, fair value	$ 94,700	$ 104,500