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 March 31, 2023

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

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 May 5, 2023 there were 109,651,528 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 – March 31, 2023 and December 31, 2022	1
	Condensed Statements of Operations – For the three months ended March 31, 2023 and 2022	3
	Condensed Statements of Changes in Shareholders’ Equity – For the three months ended March 31, 2023 and 2022	4
	Condensed Statements of Cash Flows – For the three months ended March 31, 2023 and 2022	5
	Notes to the Condensed Financial Statements	6
Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	10
Item 3	Quantitative and Qualitative Disclosures about Market Risk	18
Item 4	Controls and Procedures	18
Part II – OTHER INFORMATION		20
Item 1	Legal Proceedings	20
Item 1A	Risk Factors	20
Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	21
Item 6	Exhibits	21
Exhibit Index		22
Signatures		23

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

OLD DOMINION FREIGHT LINE, INC.

CONDENSED BALANCE SHEETS

	March 31,
	2023			December 31,
(In thousands, except share and per share data)	(Unaudited)			2022
ASSETS
Current assets:
Cash and cash equivalents	$	207,624		$	186,312
Short-term investments		24,807			49,355
Customer receivables, less allowances of $11,069 and $10,689, respectively		564,490			578,648
Income taxes receivable		—			12,738
Other receivables		15,389			13,743
Prepaid expenses and other current assets		84,640			92,944
Total current assets		896,950			933,740
Property and equipment:
Revenue equipment		2,556,832			2,501,995
Land and structures		2,834,205			2,750,100
Other fixed assets		605,301			550,442
Leasehold improvements		13,598			13,516
Total property and equipment		6,009,936			5,816,053
Accumulated depreciation		(2,168,472	)		(2,128,985	)
Net property and equipment		3,841,464			3,687,068
Other assets		218,674			217,802
Total assets	$	4,957,088		$	4,838,610

Note: The Condensed Balance Sheet at December 31, 2022 has been derived from the audited financial statements at that date, but does not include all of the information and notes required by U.S. generally accepted accounting principles for complete financial statements.

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

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OLD DOMINION FREIGHT LINE, INC.

CONDENSED BALANCE SHEETS

(CONTINUED)

	March 31,
	2023		December 31,
(In thousands, except share and per share data)	(Unaudited)		2022
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	119,773	$	106,275
Compensation and benefits		220,539		288,278
Claims and insurance accruals		61,714		63,307
Other accrued liabilities		64,626		51,933
Income taxes payable		82,868		—
Current maturities of long-term debt		20,000		20,000
Total current liabilities		569,520		529,793
Long-term liabilities:
Long-term debt		79,967		79,963
Other non-current liabilities		250,587		265,422
Deferred income taxes		310,515		310,515
Total long-term liabilities		641,069		655,900
Total liabilities		1,210,589		1,185,693
Commitments and contingent liabilities
Shareholders’ equity:
Common stock - $0.10 par value, 280,000,000 shares authorized, 109,830,927 and 110,222,819 shares outstanding at March 31, 2023 and December 31, 2022, respectively		10,983		11,022
Capital in excess of par value		240,024		244,590
Retained earnings		3,495,492		3,397,305
Total shareholders’ equity		3,746,499		3,652,917
Total liabilities and shareholders’ equity	$	4,957,088	$	4,838,610

Note: The Condensed Balance Sheet at December 31, 2022 has been derived from the audited financial statements at that date, but does not include all of the information and notes required by U.S. generally accepted accounting principles for complete financial statements.

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

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OLD DOMINION FREIGHT LINE, INC.

CONDENSED STATEMENTS OF OPERATIONS

(UNAUDITED)

	Three Months Ended
	March 31,
(In thousands, except per share data)	2023			2022
Revenue from operations	$	1,442,136		$	1,497,280
Operating expenses:
Salaries, wages and benefits		652,075			680,189
Operating supplies and expenses		192,384			191,357
General supplies and expenses		39,545			35,513
Operating taxes and licenses		36,701			35,076
Insurance and claims		16,028			16,107
Communications and utilities		11,017			9,876
Depreciation and amortization		75,947			67,340
Purchased transportation		30,615			52,500
Miscellaneous expenses, net		4,775			3,704
Total operating expenses		1,059,087			1,091,662
Operating income		383,049			405,618
Non-operating (income) expense:
Interest expense		200			73
Interest income		(2,811	)		(129	)
Other expense, net		1,511			605
Total non-operating (income) expense		(1,100	)		549
Income before income taxes		384,149			405,069
Provision for income taxes		99,111			105,318
Net income	$	285,038		$	299,751
Earnings per share:
Basic	$	2.59		$	2.62
Diluted	$	2.58		$	2.60
Weighted average shares outstanding:
Basic		109,956			114,419
Diluted		110,679			115,173
Dividends declared per share	$	0.40		$	0.30

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

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OLD DOMINION FREIGHT LINE, INC.

CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

(UNAUDITED)

	Three Months Ended March 31, 2023 and 2022
							Capital in
	Common Stock						Excess of			Retained
(In thousands, except per share data)	Shares			Amount			Par Value			Earnings			Total
Balance as of December 31, 2022		110,223		$	11,022		$	244,590		$	3,397,305		$	3,652,917
Net income		—			—			—			285,038			285,038
Share repurchases		(430	)		(43	)		—			(142,857	)		(142,900	)
Cash dividends declared ($0.40 per share)		—			—			—			(43,994	)		(43,994	)
Share-based compensation and share issuances, net of       forfeitures		62			6			3,790			—			3,796
Taxes paid in exchange for shares withheld		(24	)		(2	)		(8,356	)		—			(8,358	)
Balance as of March 31, 2023		109,831		$	10,983		$	240,024		$	3,495,492		$	3,746,499
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 ($0.30 per share)		—			—			—			(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

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

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OLD DOMINION FREIGHT LINE, INC.

CONDENSED STATEMENTS OF CASH FLOWS

(UNAUDITED)

	Three Months Ended
	March 31,
(In thousands)	2023			2022
Cash flows from operating activities:
Net income	$	285,038		$	299,751
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		75,951			67,344
Gain on disposal of property and equipment		(4,345	)		(1,205	)
Other, net		8,390			8,115
Changes in operating assets and liabilities, net		50,333			14,720
Net cash provided by operating activities		415,367			388,725
Cash flows from investing activities:
Purchase of property and equipment		(234,736	)		(93,713	)
Proceeds from sale of property and equipment		10,283			10,455
Purchase of short-term investments		—			(75,162	)
Proceeds from maturities of short-term investments		24,578			49,966
Net cash used in investing activities		(199,875	)		(108,454	)
Cash flows from financing activities:
Payments for share repurchases		(141,666	)		(338,352	)
Forward contract for accelerated share repurchases		—			(100,000	)
Dividends paid		(44,052	)		(34,196	)
Other financing activities, net		(8,462	)		(8,165	)
Net cash used in financing activities		(194,180	)		(480,713	)
Increase (decrease) in cash and cash equivalents		21,312			(200,442	)
Cash and cash equivalents at beginning of period		186,312			462,564
Cash and cash equivalents at end of period	$	207,624		$	262,122

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

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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
	March 31,
(In thousands)	2023		2022
LTL services	$	1,424,372	$	1,475,781
Other services		17,764		21,499
Total revenue from operations	$	1,442,136	$	1,497,280

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

The condensed financial statements should be read in conjunction with the financial statements and related notes, which appear in our Annual Report on Form 10-K for the year ended December 31, 2022. There have been no significant changes in the accounting principles and policies, long-term contracts or estimates inherent in the preparation of the condensed financial statements of Old Dominion Freight Line, Inc. as previously described in our Annual Report on Form 10-K for the year ended December 31, 2022, 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 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 our prior repurchase program in January 2022. Under our 2021 Repurchase Program, we may repurchase shares from time to time in open market purchases or through privately negotiated transactions. Shares of our common stock repurchased under our 2021 Repurchase Program are canceled at the time of repurchase and are classified as authorized but unissued shares of our common stock.

We entered into accelerated share repurchase agreements with a third-party financial institution on each of August 26, 2021 and February 24, 2022. The Company’s accelerated share repurchase agreements are each accounted for as a settled treasury stock purchase and a forward stock purchase contract. The par value of the initial shares received is recorded as a reduction to common stock, with the excess purchase price recorded as a reduction to retained earnings. The forward stock purchase contract is accounted for as a contract indexed to our own stock and is classified within capital in excess of par value on our Condensed Balance Sheets. The

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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 three months ended March 31, 2022. There was no accelerated share repurchase activity in 2023.

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

At March 31, 2023, we had $537.4 million remaining authorized under the 2021 Repurchase Program.

Note 2. Earnings Per Share

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

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

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

	Three Months Ended
	March 31,
(In thousands)	2023		2022
Weighted average shares outstanding - basic		109,956		114,419
Dilutive effect of share-based awards		723		754
Weighted average shares outstanding - diluted		110,679		115,173

Note 3. Long-Term Debt

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

(In thousands)	March 31, 2023			December 31, 2022
Senior notes	$	99,967		$	99,963
Revolving credit facility		—			—
Total long-term debt		99,967			99,963
Less: Current maturities		(20,000	)		(20,000	)
Total maturities due after one year	$	79,967		$	79,963

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Note Agreement

On May 4, 2020, we entered into a Note Purchase and Private Shelf Agreement with PGIM, Inc. (“Prudential”) and certain affiliates and managed accounts of Prudential, and on March 22, 2023, we entered into an amendment to that agreement (as amended, the “Note Agreement”). The Note Agreement, which is uncommitted and subject to Prudential’s sole discretion, provides for the issuance of senior promissory notes with an aggregate principal amount of up to $350.0 million through March 22, 2026. On May 4, 2020, we issued $100.0 million aggregate principal amount of senior promissory notes (the “Series B Notes”). Borrowing availability under the Note Agreement is reduced by the outstanding amount of the existing Series B Notes, and all other senior promissory notes issued pursuant to the Note Agreement.

The Series B Notes bear interest at 3.10% per annum and mature on May 4, 2027, unless prepaid. Principal payments became 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 third amended and restated credit agreement with Wells Fargo Bank, National Association serving as administrative agent for the lenders, which we entered into on March 22, 2023 (the “Credit Agreement”) or other senior promissory notes issued pursuant to the Note Agreement.

Credit Agreement

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

At our option, borrowings under the Credit Agreement bear interest at either: (i) the Secured Overnight Financing Rate (SOFR) plus the Term SOFR Adjustment, as defined in the Credit Agreement, equal to 0.100%, plus an applicable margin that ranges from 1.000% to 1.375%; or (ii) a Base Rate, as defined in the Credit Agreement, plus an applicable margin that ranges from 0.000% to 0.375%. The applicable margin for each of the foregoing options is dependent upon our debt to total capitalization ratio. Letter of credit fees equal to the applicable margin for SOFR loans are charged quarterly in arrears on the daily average aggregate stated amount of all letters of credit outstanding during the quarter. Commitment fees ranging from 0.09% to 0.175% (based upon our debt to total capitalization ratio) are charged quarterly in arrears on the aggregate unutilized portion of the Credit Agreement.

For periods covered under the Credit Agreement, the applicable margin on SOFR loans and letter of credit fees were 1.000% and commitment fees were 0.09%.

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

There were $37.0 million and $38.7 million of outstanding letters of credit at March 31, 2023 and December 31, 2022, respectively.

General Debt Provisions

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

Note 4. Commitments and Contingencies

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

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Note 5. Fair Value Measurements

Short-term Investments

A summary of the fair value of our short-term investments as of March 31, 2023 and December 31, 2022 is shown in the tables below.

(In thousands)	Total		Level 1		Level 2		Level 3
March 31, 2023
Commercial paper	$	24,807		-	$	24,807		-
(In thousands)	Total		Level 1		Level 2		Level 3
December 31, 2022
Commercial paper	$	49,355		-	$	49,355		-

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 at each of March 31, 2023 and December 31, 2022, respectively. The estimated fair value of our total long-term debt, including current maturities, was $94.2 million and $92.6 million at March 31, 2023 and December 31, 2022, respectively. The fair value measurement of our Series B Notes was determined using a discounted cash flow analysis that factors in current market yields for comparable borrowing arrangements under our credit profile. Since this methodology is based upon market yields for comparable arrangements, the measurement is categorized as Level 2 under the three-level fair value hierarchy as established by the Financial Accounting Standards Board.

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

Overview

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

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

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

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

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

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

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

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Our primary cost elements are direct wages and benefits associated with the movement of freight, operating supplies and expenses, which include diesel fuel, and depreciation of our equipment fleet and service center facilities. We gauge our overall success in managing costs by monitoring our operating ratio, a measure of profitability calculated by dividing total operating expenses by revenue, which also allows for industry-wide comparisons with our competition.

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

Results of Operations

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

	Three Months Ended
	March 31,
	2023			2022
Revenue from operations		100.0	%		100.0	%
Operating expenses:
Salaries, wages and benefits		45.2			45.4
Operating supplies and expenses		13.3			12.8
General supplies and expenses		2.7			2.4
Operating taxes and licenses		2.6			2.3
Insurance and claims		1.1			1.1
Communications and utilities		0.8			0.7
Depreciation and amortization		5.3			4.5
Purchased transportation		2.1			3.5
Miscellaneous expenses, net		0.3			0.2
Total operating expenses		73.4			72.9
Operating income		26.6			27.1
Interest income, net		(0.2	)		(0.0	)
Other expense, net		0.2			0.1
Income before income taxes		26.6			27.0
Provision for income taxes		6.8			7.0
Net income		19.8	%		20.0	%

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Key financial and operating metrics for the three-month periods ended March 31, 2023 and 2022 are presented below:

	Three Months Ended
	March 31,
	2023			2022			% Change
Work days		64			64			—
Revenue (in thousands)	$	1,442,136		$	1,497,280			(3.7	)%
Operating ratio		73.4	%		72.9	%
Net income (in thousands)	$	285,038		$	299,751			(4.9	)%
Diluted earnings per share	$	2.58		$	2.60			(0.8	)%
LTL tons (in thousands)		2,339			2,653			(11.9	)%
LTL tonnage per day		36,540			41,454			(11.9	)%
LTL shipments (in thousands)		3,018			3,340			(9.6	)%
LTL shipments per day		47,155			52,190			(9.6	)%
LTL weight per shipment (lbs.)		1,550			1,589			(2.5	)%
LTL revenue per hundredweight	$	30.71		$	28.13			9.2	%
LTL revenue per shipment	$	475.88		$	446.86			6.5	%
Average length of haul (miles)		925			939			(1.5	)%

Our financial results for the first quarter of 2023 include year-over-year reductions in revenue and profitability. The decline in our revenue was due to a decrease in LTL tons that was partially offset by an increase in our revenue per hundredweight. Our volumes were impacted by softness in the domestic economy and a challenging operating environment. Despite these challenges, we maintained our disciplined approach to pricing and continued to focus on controlling our costs. However, the improvements in some of our direct costs as a percent of revenue were not enough to fully offset the negative impact on our operating ratio of increases in our fixed overhead costs. As a result, our operating ratio for the first quarter of 2023 increased to 73.4% and our net income and diluted earnings per share decreased by 4.9% and 0.8%, respectively, as compared to the first quarter of 2022.

Revenue

Revenue decreased $55.1 million, or 3.7%, in the first quarter of 2023 as compared to the same period of 2022, which included an 11.9% decrease in LTL tons. The decrease in our LTL tons resulted from decreases in LTL shipments and LTL weight per shipment. We believe these declines in tonnage in the first quarter of 2023 as compared to the first quarter of 2022 were primarily attributable to a more challenging macroeconomic environment.

Our LTL revenue per hundredweight increased 9.2% in the first quarter of 2023 as compared to the first quarter of 2022. Excluding fuel surcharges, LTL revenue per hundredweight increased 8.6% in the first quarter of 2023 as compared to the first quarter of 2022. We believe the increase in LTL revenue per hundredweight was driven by our ongoing execution of our yield management strategy, which is focused on obtaining price increases necessary to offset our cost inflation and support our regular investments in capacity and technology. The increases in our revenue per hundredweight metrics include the favorable impact of the decline in our LTL weight per shipment, which was partially offset by the negative effect of a decrease in our average length of haul.

April 2023 Update

Revenue per day decreased 13.5% in April 2023 compared to the same month last year. LTL tons per day decreased 14.5%, due to an 11.8% decrease in LTL shipments per day and a 3.1% decrease in LTL weight per shipment. LTL revenue per hundredweight increased 1.4% as compared to the same month last year. LTL revenue per hundredweight, excluding fuel surcharges, increased 7.9% as compared to the same month last year.

Operating Costs and Other Expenses

Salaries, wages, and benefits decreased $28.1 million, or 4.1%, in the first quarter of 2023 as compared to the first quarter of 2022, due to a $29.3 million, or 5.8%, decrease in salaries and wages that was slightly offset by a $1.2 million, or 0.7%, increase in employee benefit costs. The decrease in salaries and wages was primarily due to the 5.4% decrease in our average number of full-time employees compared to the first quarter of 2022 as we balanced our workforce with current shipping trends. Salaries and wages also decreased as a result of lower performance-based and discretionary bonus compensation, the impacts of which were partially offset by the annual wage increase provided to our employees in September 2022.

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Our productive labor costs, which include wages for drivers, platform employees, and fleet technicians, improved as a percent of revenue to 23.8% in the first quarter of 2023 as compared to 24.3% in the first quarter of 2022. While our platform operations metrics improved during the first quarter of 2023, our linehaul laden load average and our P&D shipments per hour productivity metrics declined due to the impact of the general loss of operating density associated with the decrease in our shipments and weight per shipment. Our other salaries and wages as a percent of revenue also decreased slightly to 9.2% in the first quarter of 2023 as compared to 9.4% in the first quarter of 2022.

The costs attributable to employee benefits increased $1.2 million in the first quarter of 2023 as compared to the same prior year period, due to higher costs for employee group health benefits and higher holiday pay benefits that were partially offset by a decrease in retirement benefit plan costs directly linked to our net income. The increase in group health benefit costs were due to increases in costs per claim and claim volumes. Employee benefit costs as a percent of salaries and wages increased to 37.0% in the first quarter of 2023 from 34.6% in the first quarter of 2022.

Operating supplies and expenses increased $1.0 million, or 0.5%, in the first quarter of 2023 as compared to the first quarter of 2022. The cost of diesel fuel, excluding fuel taxes, represents the largest component of operating supplies and expenses, and can vary based on both average price per gallon and consumption. Our average cost per gallon of diesel fuel increased 0.2% in the first quarter of 2023 as compared to the first quarter of 2022. Our gallons consumed decreased 7.4% in the first quarter of 2023 as compared to the first quarter of 2022 due primarily to a 5.8% decrease in miles driven. We do not use diesel fuel hedging instruments; therefore, our costs are subject to market price fluctuations. While these fuel costs decreased as compared to the first quarter of 2022, these decreases were more than offset by increases in our other operating supplies and expenses due primarily to higher maintenance and repair costs.

Depreciation and amortization costs increased $8.6 million, or 12.8%, in the first quarter of 2023 as compared to the first quarter of 2022, due primarily to the increases in depreciation and amortization costs of the assets acquired as part of our 2022 and 2023 capital expenditure programs. We believe depreciation costs will continue to increase in future periods based on our 2023 capital expenditure plan. While our investments in real estate, equipment, and technology can increase our costs in the short-term, we believe these investments are necessary to support our continued long-term growth and strategic initiatives.

Purchased transportation expense decreased $21.9 million, or 41.7%, in the first quarter of 2023 as compared to the first quarter of 2022. We utilize purchased transportation services from third-party transportation providers in our domestic linehaul network to supplement our equipment and our workforce when needed to support our growth initiatives and to maximize the efficient movement of LTL freight within our service center network. Our significant investments in workforce and equipment enabled us to reduce our use of purchased transportation beginning in the second quarter of 2022.

Our effective tax rate for the first quarter of 2023 was 25.8% as compared to 26.0% in the first quarter of 2022. Our effective tax rate generally exceeds the federal statutory rate due to the impact of state taxes and, to a lesser extent, certain other discrete or non-deductible items.

Liquidity and Capital Resources

A summary of our cash flows is presented below:

	Three Months Ended
	March 31,
(In thousands)	2023			2022
Cash and cash equivalents at beginning of period	$	186,312		$	462,564
Cash flows provided by (used in):
Operating activities		415,367			388,725
Investing activities		(199,875	)		(108,454	)
Financing activities		(194,180	)		(480,713	)
Increase (Decrease) in cash and cash equivalents		21,312			(200,442	)
Cash and cash equivalents at end of period	$	207,624		$	262,122

The increase in our cash flows provided by operating activities during the first quarter of 2023 as compared to the first quarter of 2022 was due to fluctuations in certain working capital accounts, primarily accounts receivable and other liabilities, which were slightly offset by the decrease in our net income.

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The change in our cash flows used in investing activities during the first quarter of 2023 as compared to the first quarter of 2022 was impacted by the timing of expenditures under our 2022 and 2023 capital expenditure programs and the timing of purchases and maturities of short-term investments. Changes in our capital expenditures are more fully described below in “Capital Expenditures.”

The change in our cash flows used in financing activities during the first quarter of 2023 as compared to the first quarter of 2022 was due primarily to lower repurchases of our common stock, and increases in dividend payments to our shareholders. Our return of capital to shareholders is more fully described below under “Stock Repurchase Program” and “Dividends to Shareholders.”

We have five primary sources of available liquidity: cash flows from operations, our existing cash and cash equivalents, short-term investments, available borrowings under our third amended and restated credit agreement with Wells Fargo Bank, National Association serving as administrative agent for the lenders, which we entered into on March 22, 2023 (together, the “Credit Agreement”), and our Note Purchase and Private Shelf Agreement with PGIM, Inc. (“Prudential”) and certain affiliates and managed accounts of Prudential, as amended by the First Amendment entered into on March 22, 2023 (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 three-month period ended March 31, 2023 and the years ended December 31, 2022 and 2021:

	March 31,			December 31,
(In thousands)	2023			2022			2021
Land and structures	$	87,240		$	299,529		$	252,155
Tractors		56,913			148,719			130,772
Trailers		57,983			216,697			140,595
Technology		17,581			33,783			17,139
Other equipment and assets		15,019			68,920			25,450
Proceeds from sales		(10,283	)		(22,096	)		(19,548	)
Total	$	224,453		$	745,552		$	546,563

Our capital expenditures vary based upon the change in the number and size of our service center facilities necessary to support our plan for long-term growth, our planned tractor and trailer replacement cycle, and forecasted tonnage and shipment growth. Expenditures for land and structures can be dependent upon the availability of land in the geographic areas where we are looking to expand. We historically spend 10% to 15% of our revenue on capital expenditures each year. We expect to continue to maintain a high level of capital expenditures in order to support our long-term plan for market share growth.

We currently estimate capital expenditures will be approximately $700 million for the year ending December 31, 2023. Approximately $260 million is allocated for the purchase of service center facilities, construction of new service center facilities or expansion of existing service center facilities, subject to the availability of suitable real estate and the timing of construction projects; approximately $365 million is allocated for the purchase of tractors and trailers; and approximately $75 million is allocated for investments in technology and other assets. We expect to fund these capital expenditures primarily through cash flows from operations, our existing cash and cash equivalents, 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 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 completion of our prior repurchase program.

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

As of March 31, 2023, we had $537.4 million remaining authorized under the 2021 Repurchase Program.

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Dividends to Shareholders

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

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

Financing Agreements

Note Agreement

The Note Agreement, which is uncommitted and subject to Prudential’s sole discretion, provides for the issuance of senior promissory notes with an aggregate principal amount of up to $350.0 million through March 22, 2026. On May 4, 2020, we issued $100.0 million aggregate principal amount of senior promissory notes (the “Series B Notes”). Borrowing availability under the Note Agreement is reduced by the outstanding amount of the existing Series B Notes, and all other senior promissory notes issued pursuant to the Note Agreement.

The Series B Notes bear interest at 3.10% per annum and mature on May 4, 2027, unless prepaid. Principal payments became 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 the Credit Agreement or other senior promissory notes issued pursuant to the Note Agreement.

Credit Agreement

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

At our option, borrowings under the Credit Agreement bear interest at either: (i) the Secured Overnight Financing Rate (SOFR) plus the Term SOFR Adjustment, as defined in the Credit Agreement, equal to 0.100%, plus an applicable margin that ranges from 1.000% to 1.375%; or (ii) a Base Rate, as defined in the Credit Agreement, plus an applicable margin that ranges from 0.000% to 0.375%. The applicable margin for each of the foregoing options is dependent upon our consolidated debt to consolidated total capitalization ratio. Letter of credit fees equal to the applicable margin for SOFR loans are charged quarterly in arrears on the daily average aggregate stated amount of all letters of credit outstanding during the quarter. Commitment fees ranging from 0.09% to 0.175% (based upon our consolidated debt to consolidated total capitalization ratio) are charged quarterly in arrears on the aggregate unutilized portion of the Credit Agreement.

For periods covered under the Credit Agreement, the applicable margin on SOFR loans and letter of credit fees were 1.000% and commitment fees were 0.09%.

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

	March 31,			December 31,
(In thousands)	2023			2022
Facility limit	$	250,000		$	250,000
Line of credit borrowings		—			—
Outstanding letters of credit		(36,964	)		(38,653	)
Available borrowing capacity	$	213,036		$	211,347

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

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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 March 31, 2023.

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

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

Critical Accounting Policies

In preparing our condensed financial statements, we applied the same critical accounting policies as described in our Annual Report on Form 10-K for the year ended December 31, 2022 that we believe affect our judgments and estimates of amounts recorded in certain assets, liabilities, revenue and expenses.

Seasonality

Our tonnage levels and revenue mix are subject to seasonal trends common in our industry, although other factors, such as macroeconomic changes, could cause variation in these trends. Our revenue and operating margins in the first and fourth quarters are typically lower than those during the second and third quarters due to reduced shipments during the winter months. 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 fiscal year 2023. However, future changes to laws or regulations may adversely affect our operations and could result in unforeseen costs to our business.

Forward-Looking Information

Forward-looking statements appear in this report, including, but not limited to, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and in other written and oral statements made by or on behalf of us. These forward-looking statements include, but are not limited to, statements relating to our goals, strategies, expectations, competitive environment, regulation, availability of resources, future events and future financial performance. Such forward-looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements typically can be identified by such words as “anticipate,” “estimate,” “forecast,” “project,” “intend,” “expect,” “believe,” “should,” “could,” “may” or other similar words or expressions. We caution readers that such forward-looking statements involve risks and uncertainties, including, but not limited to, the risk factors set forth in our Annual Report on Form 10-K for the year ended December 31, 2022 and in other reports and statements that we file with the Securities and Exchange Commission (“SEC”). Such forward-looking statements involve risks and uncertainties that could cause actual events or results to differ materially from those expressed or implied herein, including, but not limited to, the following:

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

•various risks related to health epidemics, pandemics and similar outbreaks;

•changes in our relationships with significant customers;

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

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

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

•the availability and cost of suitable real estate;

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

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

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

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

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

•our ability to successfully consummate and integrate acquisitions;

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

•volatility in the market value of our common stock;

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

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

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

Item 3. Quantitative and Qualitative Disclosures about Market Risk

There have been no material changes to our market risk exposures since our most recent fiscal year end. For a discussion of our exposure to market risk, refer to Item 7A, “Quantitative and Qualitative Disclosures About Market Risk,” contained in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022.

Item 4. Controls and Procedures

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

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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.

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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 any environmental legal proceedings with a governmental authority if management reasonably believes that the proceedings may involve potential monetary sanctions of $1.0 million or more. Applying this threshold, there are no such unresolved proceedings to disclose for the three months ended March 31, 2023.

Item 1A. Risk Factors

In addition to the other information set forth in this report and in our other reports and statements that we file with the SEC, including our quarterly reports on Form 10-Q, careful consideration should be given to the factors discussed in Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2022, which could materially affect our business, financial condition and future results. The risks described in our Annual Report on Form 10-K are not the only risks facing our Company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and operating results.

There have been no material changes to the risk factors identified in Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2022.

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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 first quarter of 2023:

	ISSUER PURCHASES OF EQUITY SECURITIES
	Total Number of Shares Purchased (1)		Average Price Paid per Share (2)		Total Number of Shares Purchased as Part of Publicly Announced Programs		Approximate Dollar Value of Shares that May Yet Be Purchased Under the Programs
January 1-31, 2023		166,862	$	307.76		166,817	$	627,709,181
February 1-28, 2023		124,994	$	350.59		101,408	$	592,217,699
March 1-31, 2023		162,257	$	338.03		162,212	$	537,384,497
Total		454,113	$	330.37		430,437

(1)Total number of shares purchased during the quarter includes 23,676 shares of our common stock surrendered by participants to satisfy tax withholding obligations in connection with the vesting of equity awards issued under our 2016 Stock Incentive Plan.

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

On July 28, 2021, we announced that our Board of Directors had approved a 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 our prior repurchase program in January 2022. Under our repurchase programs, we may repurchase shares from time to time in open market purchases or through privately negotiated transactions. Shares of our common stock repurchased under our repurchase programs are canceled at the time of repurchase and are classified as authorized but unissued shares of our common stock.

Item 6. Exhibits

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

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EXHIBIT INDEX

TO QUARTERLY REPORT ON FORM 10-Q

Exhibit No.	Description
3.2	Amended and Restated Bylaws of Old Dominion Freight Line, Inc. (as amended through October 19, 2022) (Incorporated by reference to the exhibit of the same number contained in the Company's Current Report on Form 8-K filed on October 20, 2022)
4.17	First Amendment to Note Purchase and Private Shelf Agreement, dated March 22, 2023, by and among Old Dominion Freight Line, Inc., PGIM, Inc. and the other holders of the Notes (as defined therein)
4.18	Third Amended and Restated Credit Agreement, dated March 22, 2023, among Old Dominion Freight Line, Inc., Wells Fargo Bank, National Association, as Administrative Agent, and the Lenders named therein
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 March 31, 2023, filed on May 8, 2023, formatted in iXBRL (Inline eXtensible Business Reporting Language) includes: (i) the Condensed Balance Sheets at March 31, 2023 and December 31, 2022, (ii) the Condensed Statements of Operations for the three months ended March 31, 2023 and 2022, (iii) the Condensed Statements of Changes in Shareholders’ Equity for the three months ended March 31, 2023 and 2022, (iv) the Condensed Statements of Cash Flows for the three months ended March 31, 2023 and 2022, and (v) the Notes to the Condensed Financial Statements
104	The cover page from our Quarterly Report on Form 10-Q for the quarter ended March 31, 2023, formatted in iXBRL

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

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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:	May 8, 2023	/s/ ADAM N. SATTERFIELD
		Adam N. Satterfield
		Senior Vice President - Finance and Chief Financial Officer (Principal Financial Officer)
DATE:	May 8, 2023	/s/ KIMBERLY S. MAREADY
		Kimberly S. Maready
		Vice President - Accounting and Finance (Principal Accounting Officer)

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EX-31

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:	May 8, 2023
		/s/ GREG C. GANTT
		President and Chief Executive Officer

EX-31

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:	May 8, 2023
		/s/ ADAM N. SATTERFIELD
		Senior Vice President - Finance and
		Chief Financial Officer

EX-32

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 March 31, 2023 (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:	May 8, 2023

EX-32

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 March 31, 2023 (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:	May 8, 2023

XML

Document And Entity Information - shares	3 Months Ended
	Mar. 31, 2023	May 05, 2023
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	Mar. 31, 2023
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q1
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		109,651,528
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	Mar. 31, 2023	Dec. 31, 2022
Current assets:
Cash and cash equivalents	$ 207,624	$ 186,312
Short-term investments	24,807	49,355
Customer receivables, less allowances of $11,069 and $10,689, respectively	564,490	578,648
Income taxes receivable		12,738
Other receivables	15,389	13,743
Prepaid expenses and other current assets	84,640	92,944
Total current assets	896,950	933,740
Property and equipment:
Revenue equipment	2,556,832	2,501,995
Land and structures	2,834,205	2,750,100
Other fixed assets	605,301	550,442
Leasehold improvements	13,598	13,516
Total property and equipment	6,009,936	5,816,053
Accumulated depreciation	(2,168,472)	(2,128,985)
Net property and equipment	3,841,464	3,687,068
Other assets	218,674	217,802
Total assets	4,957,088	4,838,610
Current liabilities:
Accounts payable	119,773	106,275
Compensation and benefits	220,539	288,278
Claims and insurance accruals	61,714	63,307
Other accrued liabilities	64,626	51,933
Income taxes payable	82,868
Current maturities of long-term debt	20,000	20,000
Total current liabilities	569,520	529,793
Long-term liabilities:
Long-term debt	79,967	79,963
Other non-current liabilities	250,587	265,422
Deferred income taxes	310,515	310,515
Total long-term liabilities	641,069	655,900
Total liabilities	1,210,589	1,185,693
Commitments and contingent liabilities
Shareholders' equity:
Common stock - $0.10 par value, 280,000,000 shares authorized, 109,830,927 and 110,222,819 shares outstanding at March 31, 2023 and December 31, 2022, respectively	10,983	11,022
Capital in excess of par value	240,024	244,590
Retained earnings	3,495,492	3,397,305
Total shareholders’ equity	3,746,499	3,652,917
Total liabilities and shareholders’ equity	$ 4,957,088	$ 4,838,610

XML

Condensed Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Statement of Financial Position [Abstract]
Customer receivables, allowances	$ 11,069	$ 10,689
Common stock, par value	$ 0.10	$ 0.10
Common stock, shares authorized	280,000,000	280,000,000
Common stock, shares outstanding	109,830,927	110,222,819

XML

Condensed Statements of Operations (Unaudited) - USD ($) shares in Thousands, $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Income Statement [Abstract]
Revenue from operations	$ 1,442,136	$ 1,497,280
Operating expenses:
Salaries, wages and benefits	652,075	680,189
Operating supplies and expenses	192,384	191,357
General supplies and expenses	39,545	35,513
Operating taxes and licenses	36,701	35,076
Insurance and claims	16,028	16,107
Communications and utilities	11,017	9,876
Depreciation and amortization	75,947	67,340
Purchased transportation	30,615	52,500
Miscellaneous expenses, net	4,775	3,704
Total operating expenses	1,059,087	1,091,662
Operating income	383,049	405,618
Non-operating (income) expense:
Interest expense	200	73
Interest income	(2,811)	(129)
Other expense, net	1,511	605
Total non-operating (income) expense	(1,100)	549
Income before income taxes	384,149	405,069
Provision for income taxes	99,111	105,318
Net income	$ 285,038	$ 299,751
Earnings per share:
Basic	$ 2.59	$ 2.62
Diluted	$ 2.58	$ 2.60
Weighted average shares outstanding:
Basic	109,956	114,419
Diluted	110,679	115,173
Dividends declared per share	$ 0.40	$ 0.30

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, 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
Balance at Dec. 31, 2022	3,652,917	$ 11,022	244,590	3,397,305
Balance, in shares at Dec. 31, 2022		110,223
Net income	285,038			285,038
Share repurchases	(142,900)	$ (43)		(142,857)
Share repurchases, shares		(430)
Cash dividends declared	(43,994)			(43,994)
Share-based compensation and share issuances, net of forfeitures, shares		62
Share-based compensation and share issuances, net of forfeitures	3,796	$ 6	3,790
Taxes paid in exchange for shares withheld, shares		(24)
Taxes paid in exchange for shares withheld	(8,358)	$ (2)	(8,356)
Balance at Mar. 31, 2023	$ 3,746,499	$ 10,983	$ 240,024	$ 3,495,492
Balance, in shares at Mar. 31, 2023		109,831

XML

Condensed Statements of Changes in Shareholders' Equity (Unaudited) (Parenthetical) - $ / shares	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Statement of Stockholders' Equity [Abstract]
Cash dividends declared per share	$ 0.40	$ 0.30

XML

Condensed Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Cash flows from operating activities:
Net income	$ 285,038	$ 299,751
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	75,951	67,344
Gain on disposal of property and equipment	(4,345)	(1,205)
Other, net	8,390	8,115
Changes in operating assets and liabilities, net	50,333	14,720
Net cash provided by operating activities	415,367	388,725
Cash flows from investing activities:
Purchase of property and equipment	(234,736)	(93,713)
Proceeds from sale of property and equipment	10,283	10,455
Purchase of short-term investments		(75,162)
Proceeds from maturities of short-term investments	24,578	49,966
Net cash used in investing activities	(199,875)	(108,454)
Cash flows from financing activities:
Payments for share repurchases	(141,666)	(338,352)
Forward contract for accelerated share repurchases		(100,000)
Dividends paid	(44,052)	(34,196)
Other financing activities, net	(8,462)	(8,165)
Net cash used in financing activities	(194,180)	(480,713)
Increase (decrease) in cash and cash equivalents	21,312	(200,442)
Cash and cash equivalents at beginning of period	186,312	462,564
Cash and cash equivalents at end of period	$ 207,624	$ 262,122

XML

Significant Accounting Policies

3 Months Ended

Mar. 31, 2023

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
	March 31,
(In thousands)	2023		2022
LTL services	$	1,424,372	$	1,475,781
Other services		17,764		21,499
Total revenue from operations	$	1,442,136	$	1,497,280

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

The condensed financial statements should be read in conjunction with the financial statements and related notes, which appear in our Annual Report on Form 10-K for the year ended December 31, 2022. There have been no significant changes in the accounting principles and policies, long-term contracts or estimates inherent in the preparation of the condensed financial statements of Old Dominion Freight Line, Inc. as previously described in our Annual Report on Form 10-K for the year ended December 31, 2022, 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 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 our prior repurchase program in January 2022. Under our 2021 Repurchase Program, we may repurchase shares from time to time in open market purchases or through privately negotiated transactions. Shares of our common stock repurchased under our 2021 Repurchase Program are canceled at the time of repurchase and are classified as authorized but unissued shares of our common stock.

We entered into accelerated share repurchase agreements with a third-party financial institution on each of August 26, 2021 and February 24, 2022. The Company’s accelerated share repurchase agreements are each accounted for as a settled treasury stock purchase and a forward stock purchase contract. The par value of the initial shares received is recorded as a reduction to common stock, with the excess purchase price recorded as a reduction to retained earnings. The forward stock purchase contract is accounted for as a contract indexed to our own stock and is classified within capital in excess of par value on our Condensed Balance Sheets. The

Company's accelerated share repurchase agreements are each settled with the final number of shares received based on the daily volume-weighted average share price of our common stock over the term of the agreement, less a negotiated discount. The table below summarizes our accelerated share repurchase activity for the three months ended March 31, 2022. There was no accelerated share repurchase activity in 2023.

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

At March 31, 2023, we had $537.4 million remaining authorized under the 2021 Repurchase Program.

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Earnings Per Share

3 Months Ended

Mar. 31, 2023

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
	March 31,
(In thousands)	2023		2022
Weighted average shares outstanding - basic		109,956		114,419
Dilutive effect of share-based awards		723		754
Weighted average shares outstanding - diluted		110,679		115,173

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Long-term Debt

3 Months Ended

Mar. 31, 2023

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)	March 31, 2023			December 31, 2022
Senior notes	$	99,967		$	99,963
Revolving credit facility		—			—
Total long-term debt		99,967			99,963
Less: Current maturities		(20,000	)		(20,000	)
Total maturities due after one year	$	79,967		$	79,963

Note Agreement

On May 4, 2020, we entered into a Note Purchase and Private Shelf Agreement with PGIM, Inc. (“Prudential”) and certain affiliates and managed accounts of Prudential, and on March 22, 2023, we entered into an amendment to that agreement (as amended, the “Note Agreement”). The Note Agreement, which is uncommitted and subject to Prudential’s sole discretion, provides for the issuance of senior promissory notes with an aggregate principal amount of up to $350.0 million through March 22, 2026. On May 4, 2020, we issued $100.0 million aggregate principal amount of senior promissory notes (the “Series B Notes”). Borrowing availability under the Note Agreement is reduced by the outstanding amount of the existing Series B Notes, and all other senior promissory notes issued pursuant to the Note Agreement.

The Series B Notes bear interest at 3.10% per annum and mature on May 4, 2027, unless prepaid. Principal payments became 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 third amended and restated credit agreement with Wells Fargo Bank, National Association serving as administrative agent for the lenders, which we entered into on March 22, 2023 (the “Credit Agreement”) or other senior promissory notes issued pursuant to the Note Agreement.

Credit Agreement

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

At our option, borrowings under the Credit Agreement bear interest at either: (i) the Secured Overnight Financing Rate (SOFR) plus the Term SOFR Adjustment, as defined in the Credit Agreement, equal to 0.100%, plus an applicable margin that ranges from 1.000% to 1.375%; or (ii) a Base Rate, as defined in the Credit Agreement, plus an applicable margin that ranges from 0.000% to 0.375%. The applicable margin for each of the foregoing options is dependent upon our debt to total capitalization ratio. Letter of credit fees equal to the applicable margin for SOFR loans are charged quarterly in arrears on the daily average aggregate stated amount of all letters of credit outstanding during the quarter. Commitment fees ranging from 0.09% to 0.175% (based upon our debt to total capitalization ratio) are charged quarterly in arrears on the aggregate unutilized portion of the Credit Agreement.

For periods covered under the Credit Agreement, the applicable margin on SOFR loans and letter of credit fees were 1.000% and commitment fees were 0.09%.

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

There were $37.0 million and $38.7 million of outstanding letters of credit at March 31, 2023 and December 31, 2022, respectively.

General Debt Provisions

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

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Commitments and Contingencies

3 Months Ended

Mar. 31, 2023

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

3 Months Ended

Mar. 31, 2023

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 March 31, 2023 and December 31, 2022 is shown in the tables below.

(In thousands)	Total		Level 1		Level 2		Level 3
March 31, 2023
Commercial paper	$	24,807		-	$	24,807		-
(In thousands)	Total		Level 1		Level 2		Level 3
December 31, 2022
Commercial paper	$	49,355		-	$	49,355		-

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 at each of March 31, 2023 and December 31, 2022, respectively. The estimated fair value of our total long-term debt, including current maturities, was $94.2 million and $92.6 million at March 31, 2023 and December 31, 2022, respectively. The fair value measurement of our Series B Notes was determined using a discounted cash flow analysis that factors in current market yields for comparable borrowing arrangements under our credit profile. Since this methodology is based upon market yields for comparable arrangements, the measurement is categorized as Level 2 under the three-level fair value hierarchy as established by the Financial Accounting Standards Board.

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Significant Accounting Policies (Policies)

3 Months Ended

Mar. 31, 2023

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
	March 31,
(In thousands)	2023		2022
LTL services	$	1,424,372	$	1,475,781
Other services		17,764		21,499
Total revenue from operations	$	1,442,136	$	1,497,280

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

The condensed financial statements should be read in conjunction with the financial statements and related notes, which appear in our Annual Report on Form 10-K for the year ended December 31, 2022. There have been no significant changes in the accounting principles and policies, long-term contracts or estimates inherent in the preparation of the condensed financial statements of Old Dominion Freight Line, Inc. as previously described in our Annual Report on Form 10-K for the year ended December 31, 2022, 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 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 our prior repurchase program in January 2022. Under our 2021 Repurchase Program, we may repurchase shares from time to time in open market purchases or through privately negotiated transactions. Shares of our common stock repurchased under our 2021 Repurchase Program are canceled at the time of repurchase and are classified as authorized but unissued shares of our common stock.

We entered into accelerated share repurchase agreements with a third-party financial institution on each of August 26, 2021 and February 24, 2022. The Company’s accelerated share repurchase agreements are each accounted for as a settled treasury stock purchase and a forward stock purchase contract. The par value of the initial shares received is recorded as a reduction to common stock, with the excess purchase price recorded as a reduction to retained earnings. The forward stock purchase contract is accounted for as a contract indexed to our own stock and is classified within capital in excess of par value on our Condensed Balance Sheets. The

Company's accelerated share repurchase agreements are each settled with the final number of shares received based on the daily volume-weighted average share price of our common stock over the term of the agreement, less a negotiated discount. The table below summarizes our accelerated share repurchase activity for the three months ended March 31, 2022. There was no accelerated share repurchase activity in 2023.

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

At March 31, 2023, we had $537.4 million remaining authorized under the 2021 Repurchase Program.

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Significant Accounting Policies (Tables)

3 Months Ended

Mar. 31, 2023

Accounting Policies [Abstract]

Disaggregated Revenue

We have one operating segment and the composition of our revenue is summarized below:

	Three Months Ended
	March 31,
(In thousands)	2023		2022
LTL services	$	1,424,372	$	1,475,781
Other services		17,764		21,499
Total revenue from operations	$	1,442,136	$	1,497,280

Summary of Accelerated Repurchase Activity

The table below summarizes our accelerated share repurchase activity for the three months ended March 31, 2022. There was no accelerated share repurchase activity in 2023.

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

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Earnings Per Share (Tables)

3 Months Ended

Mar. 31, 2023

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
	March 31,
(In thousands)	2023		2022
Weighted average shares outstanding - basic		109,956		114,419
Dilutive effect of share-based awards		723		754
Weighted average shares outstanding - diluted		110,679		115,173

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Long-term Debt (Tables)

3 Months Ended

Mar. 31, 2023

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)	March 31, 2023			December 31, 2022
Senior notes	$	99,967		$	99,963
Revolving credit facility		—			—
Total long-term debt		99,967			99,963
Less: Current maturities		(20,000	)		(20,000	)
Total maturities due after one year	$	79,967		$	79,963

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Fair Value Measurements (Tables)

3 Months Ended

Mar. 31, 2023

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 March 31, 2023 and December 31, 2022 is shown in the tables below.

(In thousands)	Total		Level 1		Level 2		Level 3
March 31, 2023
Commercial paper	$	24,807		-	$	24,807		-
(In thousands)	Total		Level 1		Level 2		Level 3
December 31, 2022
Commercial paper	$	49,355		-	$	49,355		-

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Significant Accounting Policies - Additional Information (Details)	3 Months Ended
	Mar. 31, 2023 USD ($) Segment	Jul. 28, 2021 USD ($)
Significant Accounting Policies [Line Items]
Number of operating segment | Segment	1
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	$ 537,400,000

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Significant Accounting Policies - Disaggregated Revenue (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Disaggregation of Revenue [Line Items]
Revenue from operations	$ 1,442,136	$ 1,497,280
LTL Service Revenue [Member]
Disaggregation of Revenue [Line Items]
Revenue from operations	1,424,372	1,475,781
Other Service Revenue [Member]
Disaggregation of Revenue [Line Items]
Revenue from operations	$ 17,764	$ 21,499

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Significant Accounting Policies - Summary of Accelerated Repurchase Activity (Details) - USD ($) $ in Millions			3 Months Ended
	Feb. 24, 2022	Aug. 26, 2021	Mar. 31, 2023	Mar. 31, 2022
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 shares in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Weighted Average Number of Shares Outstanding, Diluted [Abstract]
Weighted average shares outstanding - basic	109,956	114,419
Dilutive effect of share-based awards	723	754
Weighted average shares outstanding - diluted	110,679	115,173

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Long-term Debt - Schedule of Long-term Debt, Net of Unamortized Debt Issuance Costs (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Debt Disclosure [Abstract]
Senior notes	$ 99,967	$ 99,963
Revolving credit facility	0	0
Total long-term debt	99,967	99,963
Less: Current maturities	(20,000)	(20,000)
Total maturities due after one year	$ 79,967	$ 79,963

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Long-Term Debt - Additional Information (Details) - USD ($) $ in Thousands				3 Months Ended
	May 04, 2023	May 04, 2020	Nov. 21, 2019	Mar. 31, 2023	Dec. 31, 2022
Debt Instrument [Line Items]
Senior note				$ 99,967	$ 99,963
Line of Credit Facility, Unused Capacity, Commitment Fee Percentage			0.10%	0.09%
Letter of Credit Fee in Percentage			1.00%	1.00%
Letters of Credit Outstanding, Amount				$ 37,000	$ 38,700
Secured Overnight Financing Rate (SOFR) [Member]
Debt Instrument [Line Items]
Interest Rate Spread added to Rate				0.10%
2019 Credit Agreement [Member]
Debt Instrument [Line Items]
Original borrowing capacity			$ 250,000	$ 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] | Secured Overnight Financing Rate (SOFR) [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				0.09%
Minimum [Member] | Secured Overnight Financing Rate (SOFR) [Member]
Debt Instrument [Line Items]
Interest Rate Spread added to Rate				1.00%
Series B [Member] | Subsequent Event [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] | Maximum [Member]
Debt Instrument [Line Items]
Aggregate amount on promissory notes issued		$ 350,000
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

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Fair Value Measurements - Schedule of Fair Value of Short-term Investments (Details) - Commercial paper [Member] - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Assets, Fair value	$ 24,807	$ 49,355
Level 2 [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Assets, Fair value	$ 24,807	$ 49,355

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Fair Value Measurements - Additional Information (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Fair Value Disclosures [Abstract]
Debt and capital lease obligations	$ 99,967	$ 99,963
Long-term debt, fair value	$ 94,200	$ 92,600