[Part I – FINANCIAL INFORMATION](index=4&type=section&id=Part%20I%20%E2%80%93%20FINANCIAL%20INFORMATION) [Item 1. Financial Statements](index=4&type=section&id=Item%201.%20Financial%20Statements) This section presents the unaudited condensed financial statements for the period ended June 30, 2023, showing a decrease in revenue and net income compared to the prior year due to a softer economic environment [Condensed Balance Sheets](index=4&type=section&id=Condensed%20Balance%20Sheets) As of June 30, 2023, total assets increased to **$4.98 billion** and shareholders' equity grew to **$3.83 billion**, while total liabilities slightly decreased Condensed Balance Sheet Highlights (in thousands) | Account | June 30, 2023 | December 31, 2022 | | :--- | :--- | :--- | | **Total Assets** | **$4,978,932** | **$4,838,610** | | Total current assets | $730,609 | $933,740 | | Net property and equipment | $4,001,099 | $3,687,068 | | **Total Liabilities** | **$1,146,897** | **$1,185,693** | | Total current liabilities | $503,018 | $529,793 | | **Total Shareholders' Equity** | **$3,832,035** | **$3,652,917** | [Condensed Statements of Operations](index=6&type=section&id=Condensed%20Statements%20of%20Operations) Q2 2023 revenue decreased to **$1.41 billion** and net income fell to **$292.4 million**, with similar declines for the six-month period and diluted EPS Key Performance Indicators (Q2 & H1 2023 vs 2022) | Metric (in thousands, except per share) | Q2 2023 | Q2 2022 | YTD 2023 | YTD 2022 | | :--- | :--- | :--- | :--- | :--- | | **Revenue** | $1,413,189 | $1,667,448 | $2,855,325 | $3,164,728 | | **Operating Income** | $391,594 | $508,705 | $774,643 | $914,323 | | **Net Income** | $292,362 | $376,078 | $577,400 | $675,829 | | **Diluted EPS** | $2.65 | $3.30 | $5.23 | $5.90 | [Condensed Statements of Changes in Shareholders' Equity](index=7&type=section&id=Condensed%20Statements%20of%20Changes%20in%20Shareholders%27%20Equity) Shareholders' equity increased to **$3.83 billion** by June 30, 2023, driven by net income, partially offset by **$305.0 million** in share repurchases and **$87.8 million** in cash dividends - For the six months ended June 30, 2023, the company returned capital to shareholders through **$305.0 million** in share repurchases and **$87.8 million** in cash dividends[17](index=17&type=chunk) [Condensed Statements of Cash Flows](index=9&type=section&id=Condensed%20Statements%20of%20Cash%20Flows) Net cash from operating activities decreased to **$703.2 million** in H1 2023, while cash used in investing activities increased and cash used in financing activities decreased, ending with **$55.1 million** in cash and cash equivalents Cash Flow Summary (Six Months Ended June 30, in thousands) | Cash Flow Activity | 2023 | 2022 | | :--- | :--- | :--- | | Net cash from operating activities | $703,207 | $816,053 | | Net cash used in investing activities | ($412,934) | ($274,248) | | Net cash used in financing activities | ($421,444) | ($808,235) | | **Decrease in cash and cash equivalents** | **($131,171)** | **($266,430)** | | **Cash and cash equivalents at end of period** | **$55,141** | **$196,134** | [Notes to the Condensed Financial Statements](index=10&type=section&id=Notes%20to%20the%20Condensed%20Financial%20Statements) The notes detail the company's predominant LTL services, the approval of a new **$3.0 billion** stock repurchase program, and **$80.0 million** in long-term debt as of June 30, 2023 - The company's revenue is dominated by LTL services, which generated **$2.82 billion** in the first six months of 2023, compared to **$33.1 million** from other services[22](index=22&type=chunk) - On July 26, 2023, the Board of Directors approved a new **$3.0 billion** stock repurchase program, which will become effective after the completion of the 2021 Repurchase Program. As of June 30, 2023, **$376.9 million** remained authorized under the 2021 program[30](index=30&type=chunk)[31](index=31&type=chunk) - Total long-term debt, including current maturities, was **$80.0 million** as of June 30, 2023, down from **$100.0 million** at the end of 2022[35](index=35&type=chunk)[46](index=46&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=14&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management attributes the decline in Q2 and H1 2023 revenue and profitability to a soft domestic economy, while maintaining disciplined pricing and investing in long-term growth [Results of Operations](index=15&type=section&id=Results%20of%20Operations) Q2 2023 revenue decreased **15.2%** to **$1.41 billion** due to lower LTL tons, leading to an increased operating ratio despite disciplined pricing and lower salary expenses Key Operating Metrics (Q2 2023 vs Q2 2022) | Metric | Q2 2023 | Q2 2022 | % Change | | :--- | :--- | :--- | :--- | | Revenue (in thousands) | $1,413,189 | $1,667,448 | (15.2)% | | Operating Ratio | 72.3% | 69.5% | +280 bps | | LTL tons (in thousands) | 2,296 | 2,672 | (14.1)% | | LTL shipments (in thousands) | 3,008 | 3,398 | (11.5)% | | LTL revenue per hundredweight | $30.44 | $30.78 | (1.1)% | | LTL rev/cwt (ex-fuel) | N/A | N/A | +7.6% | - The decline in revenue was primarily due to decreases in LTL shipments per day and LTL weight per shipment, attributed to a challenging macroeconomic environment[55](index=55&type=chunk) - Operating costs were impacted by a **9.9%** decrease in average full-time employees in Q2 2023, which lowered salary expenses. However, depreciation costs rose due to ongoing capital expenditure programs[60](index=60&type=chunk)[64](index=64&type=chunk) [Liquidity and Capital Resources](index=17&type=section&id=Liquidity%20and%20Capital%20Resources) The company's liquidity is supported by cash from operations, which decreased to **$703.2 million** in H1 2023, with planned **$700 million** in capital expenditures and a new **$3.0 billion** share repurchase program - The company estimates total capital expenditures for 2023 to be approximately **$700 million**, funded primarily through cash from operations and existing cash[71](index=71&type=chunk)[72](index=72&type=chunk) 2023 Estimated Capital Expenditures (in millions) | Category | Amount | | :--- | :--- | | Service center facilities | ~$260 | | Tractors and trailers | ~$365 | | Technology and other assets | ~$75 | | **Total** | **~$700** | - The company continues to return capital to shareholders, declaring a quarterly dividend of **$0.40 per share** in 2023 (up from **$0.30** in 2022) and authorizing a new **$3.0 billion** share repurchase program[74](index=74&type=chunk)[76](index=76&type=chunk) [Item 3. Quantitative and Qualitative Disclosures about Market Risk](index=23&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) There have been no material changes to the company's market risk exposures since the fiscal year ended December 31, 2022 - There have been no material changes to the company's market risk exposures since its most recent fiscal year-end[93](index=93&type=chunk) [Item 4. Controls and Procedures](index=23&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were effective as of June 30, 2023, with no material changes in internal control over financial reporting during the last quarter - The CEO and CFO concluded that the company's disclosure controls and procedures were effective as of the end of the period covered by this report[94](index=94&type=chunk) - No changes occurred in the company's internal control over financial reporting during the last fiscal quarter that have materially affected, or are reasonably likely to materially affect, these controls[95](index=95&type=chunk) [Part II – OTHER INFORMATION](index=24&type=section&id=Part%20II%20%E2%80%93%20OTHER%20INFORMATION) [Item 1. Legal Proceedings](index=24&type=section&id=Item%201.%20Legal%20Proceedings) Ongoing legal proceedings are not expected to have a material adverse effect on the company's financial position, results of operations, or cash flows - Ongoing legal proceedings are not expected to have a material adverse effect on the company's financial position, results of operations, or cash flows[98](index=98&type=chunk) [Item 1A. Risk Factors](index=24&type=section&id=Item%201A.%20Risk%20Factors) There have been no material changes to the risk factors previously disclosed in the Annual Report on Form 10-K for the year ended December 31, 2022 - There have been no material changes to the risk factors identified in the company's Annual Report on Form 10-K for the year ended December 31, 2022[101](index=101&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=25&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company repurchased 501,471 shares at an average price of $320.18 per share in Q2 2023 and approved a new **$3.0 billion** stock repurchase program Share Repurchases (Q2 2023) | Period | Total Shares Purchased | Average Price Paid per Share | | :--- | :--- | :--- | | April 2023 | 139,931 | $335.77 | | May 2023 | 198,395 | $309.29 | | June 2023 | 171,964 | $320.06 | | **Total Q2** | **510,290** | **$320.18** | - As of June 30, 2023, approximately **$376.9 million** remained available for repurchase under the 2021 Repurchase Program[103](index=103&type=chunk) - On July 26, 2023, the Board of Directors approved a new **$3.0 billion** stock repurchase program, which will begin after the completion of the current program[104](index=104&type=chunk) [Item 5. Other Information](index=25&type=section&id=Item%205.%20Other%20Information) No director or Section 16 officer adopted or terminated a Rule 10b5-1 trading arrangement during the second quarter of 2023 - No director or Section 16 officer adopted or terminated a Rule 10b5-1 trading arrangement during the three months ended June 30, 2023[105](index=105&type=chunk) [Item 6. Exhibits](index=25&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed as part of the Form 10-Q report, including CEO and CFO certifications and iXBRL formatted financial data - The report includes certifications pursuant to Sections 302 and 906 of the Sarbanes-Oxley Act of 2002, as well as financial statements formatted in iXBRL[109](index=109&type=chunk)

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 ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ____________ to ____________. Commission File Number: 0-19582 OLD DOMINION FREIGHT LINE, INC. (Exact name of registrant as specified in its charter) VIRGINIA 56-0751714 (Stat ...

PART I. FINANCIAL INFORMATION [Item 1. Financial Statements](index=3&type=section&id=Item%201%20Financial%20Statements) This section presents unaudited condensed financial statements, including balance sheets, statements of operations, changes in shareholders' equity, and cash flows, for the periods ended September 30, 2022, and December 31, 2021 [Condensed Balance Sheets](index=3&type=section&id=Condensed%20Balance%20Sheets) Total assets slightly decreased to **$4,811,393 thousand** by September 30, 2022, driven by lower cash and short-term investments, while liabilities increased and equity decreased Condensed Balance Sheet Summary (in thousands) | Metric (in thousands) | Sep 30, 2022 (Unaudited) | Dec 31, 2021 | | :-------------------- | :----------------------- | :----------- | | Cash and cash equivalents | $216,727 | $462,564 | | Short-term investments | $158,829 | $254,433 | | Total current assets | $1,111,197 | $1,383,787 | | Net property and equipment | $3,491,511 | $3,215,686 | | Total assets | $4,811,393 | $4,821,544 | | Total current liabilities | $639,327 | $464,234 | | Total long-term liabilities | $613,896 | $677,503 | | Total liabilities | $1,253,223 | $1,141,737 | | Total shareholders' equity | $3,558,170 | $3,679,807 | [Condensed Statements of Operations](index=5&type=section&id=Condensed%20Statements%20of%20Operations) Revenue from operations increased **14.5%** for the quarter and **24.0%** for the nine months ended September 30, 2022, driving significant growth in net income and EPS Condensed Statements of Operations Summary (in thousands, except per share) | Metric (in thousands, except per share) | 3 Months Ended Sep 30, 2022 | 3 Months Ended Sep 30, 2021 | YoY Change (%) | 9 Months Ended Sep 30, 2022 | 9 Months Ended Sep 30, 2021 | YoY Change (%) | | :------------------------------------ | :-------------------------- | :-------------------------- | :------------- | :-------------------------- | :-------------------------- | :------------- | | Revenue from operations | $1,603,690 | $1,400,046 | 14.5% | $4,768,418 | $3,845,970 | 24.0% | | Total operating expenses | $1,107,610 | $1,016,636 | 8.9% | $3,358,015 | $2,826,859 | 18.8% | | Operating income | $496,080 | $383,410 | 29.4% | $1,410,403 | $1,019,111 | 38.4% | | Net income | $377,401 | $286,634 | 31.7% | $1,053,230 | $755,569 | 39.4% | | Basic EPS | $3.38 | $2.48 | 36.3% | $9.32 | $6.52 | 42.9% | | Diluted EPS | $3.36 | $2.47 | 36.0% | $9.26 | $6.48 | 42.9% | | Dividends declared per share | $0.30 | $0.20 | 50.0% | $0.90 | $0.60 | 50.0% | [Condensed Statements of Changes in Shareholders' Equity](index=6&type=section&id=Condensed%20Statements%20of%20Changes%20in%20Shareholders%27%20Equity) Total shareholders' equity decreased to **$3,558,170 thousand** by September 30, 2022, primarily due to share repurchases and cash dividends, partially offset by net income Condensed Statements of Changes in Shareholders' Equity (in thousands) | Metric (in thousands) | Balance as of Dec 31, 2021 | 9 Months Ended Sep 30, 2022 | Balance as of Sep 30, 2022 | | :-------------------- | :------------------------- | :-------------------------- | :------------------------- | | Common Stock | $11,501 | $(409) | $11,095 | | Capital in Excess of Par Value | $174,445 | $62,345 | $240,790 | | Retained Earnings | $3,493,861 | $(187,076) | $3,306,285 | | Total Shareholders' Equity | $3,679,807 | $(121,637) | $3,558,170 | - Share repurchases totaled **$(977,301) thousand** for the nine months ended September 30, 2022[17](index=17&type=chunk) - Cash dividends declared amounted to **$(101,414) thousand** for the nine months ended September 30, 2022[17](index=17&type=chunk) [Condensed Statements of Cash Flows](index=7&type=section&id=Condensed%20Statements%20of%20Cash%20Flows) Net cash provided by operating activities increased to **$1,330,234 thousand** for the nine months ended September 30, 2022, while increased investing and financing outflows led to a **$245,837 thousand** decrease in cash and cash equivalents Condensed Statements of Cash Flows Summary (in thousands) | Cash Flow Activity (in thousands) | 9 Months Ended Sep 30, 2022 | 9 Months Ended Sep 30, 2021 | YoY Change | | :-------------------------------- | :-------------------------- | :-------------------------- | :--------- | | Net cash provided by operating activities | $1,330,234 | $872,615 | $457,619 | | Net cash used in investing activities | $(388,835) | $(261,182) | $(127,653) | | Net cash used in financing activities | $(1,187,236) | $(673,102) | $(514,134) | | Decrease in cash and cash equivalents | $(245,837) | $(61,669) | $(184,168) | | Cash and cash equivalents at end of period | $216,727 | $339,761 | $(123,034) | [Notes to the Condensed Financial Statements](index=8&type=section&id=Notes%20to%20the%20Condensed%20Financial%20Statements) This section details significant accounting policies, business operations, stock repurchase programs, EPS calculations, long-term debt, commitments, contingencies, and fair value measurements [Note 1. Significant Accounting Policies](index=8&type=section&id=Note%201.%20Significant%20Accounting%20Policies) Old Dominion Freight Line, Inc. is a major North American LTL carrier, with revenue primarily from LTL services, and operates an active **$2.0 billion** stock repurchase program - Old Dominion Freight Line, Inc. is one of the largest North American **less-than-truckload (LTL) motor carriers**, offering a range of transportation and logistics services[22](index=22&type=chunk) Revenue by Service Type (in thousands) | Revenue Source (in thousands) | 3 Months Ended Sep 30, 2022 | 3 Months Ended Sep 30, 2021 | 9 Months Ended Sep 30, 2022 | 9 Months Ended Sep 30, 2021 | | :---------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | | LTL services | $1,582,952 | $1,378,339 | $4,703,392 | $3,787,721 | | Other services | $20,738 | $21,707 | $65,026 | $58,249 | | Total revenue from operations | $1,603,690 | $1,400,046 | $4,768,418 | $3,845,970 | - The **$2.0 billion** 2021 Repurchase Program for common stock began in January 2022 and has no expiration date[27](index=27&type=chunk) [Note 2. Earnings Per Share](index=9&type=section&id=Note%202.%20Earnings%20Per%20Share) Basic EPS is calculated by dividing net income by the weighted average number of common shares outstanding, excluding unvested restricted stock, while diluted EPS includes the impact of unvested restricted stock and other dilutive securities Weighted Average Shares Outstanding | Weighted Average Shares Outstanding | 3 Months Ended Sep 30, 2022 | 3 Months Ended Sep 30, 2021 | 9 Months Ended Sep 30, 2022 | 9 Months Ended Sep 30, 2021 | | :---------------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | | Basic | 111,569,260 | 115,411,032 | 113,011,703 | 115,905,834 | | Dilutive effect of share-based awards | 725,678 | 750,523 | 735,184 | 749,670 | | Diluted | 112,294,938 | 116,161,555 | 113,746,887 | 116,655,504 | [Note 3. Long-Term Debt](index=9&type=section&id=Note%203.%20Long-Term%20Debt) Long-term debt includes **$100.0 million** Series B Senior Notes at **3.10%** interest, maturing May 2027, and a **$250.0 million** revolving credit facility, with the company in compliance with all debt covenants Long-Term Debt (in thousands) | Long-Term Debt (in thousands) | Sep 30, 2022 | Dec 31, 2021 | | :---------------------------- | :----------- | :----------- | | Senior notes | $99,959 | $99,947 | | Revolving credit facility | — | — | | Total long-term debt | $99,959 | $99,947 | | Less: Current maturities | $(20,000) | — | | Total maturities due after one year | $79,959 | $99,947 | - The **$100.0 million** Series B Notes bear **3.10%** interest, mature on May 4, 2027, and require annual principal payments of **$20.0 million** starting May 4, 2023[37](index=37&type=chunk) - The Credit Agreement provides a **$250.0 million** senior unsecured revolving line of credit, with an accordion feature allowing total borrowing capacity up to **$400.0 million**[38](index=38&type=chunk) [Note 4. Commitments and Contingencies](index=10&type=section&id=Note%204.%20Commitments%20and%20Contingencies) The company is involved in various legal proceedings and claims in the ordinary course of business, including collective and class-action allegations, which management does not believe will have a material adverse effect on its financial position, results of operations, or cash flows - The company is involved in various legal proceedings, claims, and governmental inquiries, including collective and/or class-action allegations[42](index=42&type=chunk) - Management anticipates no material adverse effect on the company's financial position, results of operations, or cash flows from the resolution of these matters[42](index=42&type=chunk) [Note 5. Fair Value Measurements](index=11&type=section&id=Note%205.%20Fair%20Value%20Measurements) Short-term investments and long-term debt are measured at fair value using Level 2 inputs, with the Series B Notes' fair value estimated at **$89.6 million** versus a **$100.0 million** carrying value as of September 30, 2022 Short-term Investments (in thousands) | Short-term Investments (in thousands) | Sep 30, 2022 | Dec 31, 2021 | | :---------------------------------- | :----------- | :----------- | | Certificates of deposit | $15,034 | $40,014 | | Commercial paper | $143,795 | $214,419 | | Total | $158,829 | $254,433 | Long-term Debt Fair Value (in thousands) | Long-term Debt (in thousands) | Sep 30, 2022 | Dec 31, 2021 | | :---------------------------- | :----------- | :----------- | | Carrying value | $100,000 | $99,900 | | Estimated fair value | $89,600 | $104,500 | [ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS](index=12&type=section&id=Item%202%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section analyzes Old Dominion Freight Line, Inc.'s financial performance, liquidity, and capital resources for the three and nine months ended September 30, 2022, highlighting revenue and net income growth, improved operating ratio, and strategic investments [Overview](index=12&type=section&id=Overview) Old Dominion Freight Line, Inc. is a leading North American LTL carrier, with over **98%** of revenue from LTL services, focusing on density, asset utilization, and yield management, while monitoring key LTL metrics - Old Dominion Freight Line, Inc. is one of the largest North American **less-than-truckload (LTL) motor carriers**, with over **98%** of revenue from LTL shipments[47](index=47&type=chunk) - The company focuses on increasing density to maximize asset utilization and labor productivity[49](index=49&type=chunk) - Key revenue metrics include **LTL Revenue Per Hundredweight**, **LTL Weight Per Shipment**, **Average Length of Haul**, and **LTL Revenue Per Shipment**, influenced by pricing, competition, fuel surcharges, and freight mix[48](index=48&type=chunk)[49](index=49&type=chunk)[50](index=50&type=chunk) [Results of Operations](index=13&type=section&id=Results%20of%20Operations) The company achieved double-digit growth in revenue, net income, and diluted EPS for Q3 and the first nine months of 2022, driven by increased LTL revenue per hundredweight and improved operating ratio, despite a slight Q3 decrease in LTL tons Key Operating Results | Metric | 3 Months Ended Sep 30, 2022 | 3 Months Ended Sep 30, 2021 | YoY Change (%) | 9 Months Ended Sep 30, 2022 | 9 Months Ended Sep 30, 2021 | YoY Change (%) | | :-------------------------- | :-------------------------- | :-------------------------- | :------------- | :-------------------------- | :-------------------------- | :------------- | | Revenue (in thousands) | $1,603,690 | $1,400,046 | 14.5% | $4,768,418 | $3,845,970 | 24.0% | | Operating ratio | 69.1% | 72.6% | (3.5) pts | 70.4% | 73.5% | (3.1) pts | | Net income (in thousands) | $377,401 | $286,634 | 31.7% | $1,053,230 | $755,569 | 39.4% | | Diluted earnings per share | $3.36 | $2.47 | 36.0% | $9.26 | $6.48 | 42.9% | | LTL tons (in thousands) | 2,556 | 2,625 | (2.6)% | 7,881 | 7,555 | 4.3% | | LTL revenue per hundredweight | $30.90 | $26.31 | 17.4% | $29.93 | $25.17 | 18.9% | | LTL revenue per hundredweight (excl. fuel surcharges) | N/A | N/A | 7.2% (Q3) | N/A | N/A | 8.7% (9M) | - **LTL tons decreased 2.6%** in Q3 2022 due to a **4.1% decrease in LTL shipments**, but increased **4.3%** for the first nine months of 2022[55](index=55&type=chunk)[57](index=57&type=chunk) - In October 2022, revenue per day increased **9.1%** year-over-year, while LTL tons per day decreased **6.5%**, and LTL revenue per hundredweight rose **16.9%** (**8.4%** excluding fuel surcharges)[59](index=59&type=chunk) [Operating Costs and Other Expenses](index=15&type=section&id=Operating%20Costs%20and%20Other%20Expenses) Operating costs rose due to increased salaries and a **64.6% (Q3)** and **76.5% (9M)** surge in diesel fuel costs, while purchased transportation expenses decreased, and the effective tax rate for Q3 2022 was **23.9%** Operating Expenses (in thousands) | Expense Category (in thousands) | 3 Months Ended Sep 30, 2022 | 3 Months Ended Sep 30, 2021 | YoY Change (%) | 9 Months Ended Sep 30, 2022 | 9 Months Ended Sep 30, 2021 | YoY Change (%) | | :------------------------------ | :-------------------------- | :-------------------------- | :------------- | :-------------------------- | :-------------------------- | :------------- | | Salaries, wages and benefits | $675,084 | $649,685 | 3.9% | $2,060,983 | $1,806,862 | 14.1% | | Operating supplies and expenses | $217,260 | $146,509 | 48.3% | $645,329 | $408,242 | 58.1% | | Depreciation and amortization | $68,347 | $65,160 | 4.9% | $203,997 | $193,094 | 5.6% | | Purchased transportation | $34,453 | $52,037 | (33.8)% | $129,634 | $130,678 | (0.8)% | - The average cost per gallon of diesel fuel increased **64.6%** in Q3 2022 and **76.5%** for the first nine months of 2022, significantly impacting operating supplies and expenses[64](index=64&type=chunk) - The effective tax rate was **23.9%** for Q3 2022 and **25.3%** for the first nine months of 2022[67](index=67&type=chunk) [Liquidity and Capital Resources](index=16&type=section&id=Liquidity%20and%20Capital%20Resources) Primary liquidity sources include cash flows from operations, existing cash, short-term investments, and available borrowings, with net cash from operations increasing to **$1,330,234 thousand** for the nine months ended September 30, 2022, despite increased investing and financing outflows Cash Flow Summary (in thousands) | Cash Flow Activity (in thousands) | 9 Months Ended Sep 30, 2022 | 9 Months Ended Sep 30, 2021 | YoY Change | | :-------------------------------- | :-------------------------- | :-------------------------- | :--------- | | Net cash provided by operating activities | $1,330,234 | $872,615 | $457,619 | | Net cash used in investing activities | $(388,835) | $(261,182) | $(127,653) | | Net cash used in financing activities | $(1,187,236) | $(673,102) | $(514,134) | | Decrease in cash and cash equivalents | $(245,837) | $(61,669) | $(184,168) | | Cash and cash equivalents at end of period | $216,727 | $339,761 | $(123,034) | - Primary liquidity sources include cash flows from operations, existing cash and cash equivalents, short-term investments, and available borrowings under the Credit Agreement and Note Agreement[69](index=69&type=chunk) [Capital Expenditures](index=16&type=section&id=Capital%20Expenditures) Net capital expenditures for property and equipment increased to **$477,238 thousand** for the nine months ended September 30, 2022, with estimated full-year 2022 capital expenditures of approximately **$720 million** for facilities, equipment, and technology Capital Expenditures by Category (in thousands) | Capital Expenditure Category (in thousands) | 9 Months Ended Sep 30, 2022 | Year Ended Dec 31, 2021 | Year Ended Dec 31, 2020 | | :---------------------------------------- | :-------------------------- | :---------------------- | :---------------------- | | Land and structures | $219,696 | $252,155 | $181,221 | | Tractors | $81,073 | $130,772 | $17,518 | | Trailers | $116,846 | $140,595 | $2,151 | | Technology | $26,987 | $17,139 | $11,925 | | Other equipment and assets | $52,680 | $25,450 | $12,266 | | Proceeds from sales | $(20,044) | $(19,548) | $(3,690) | | Total | $477,238 | $546,563 | $221,391 | - Estimated capital expenditures for full-year 2022 are approximately **$720 million**, allocated to **$300 million** for service centers, **$350 million** for tractors and trailers, and **$70 million** for technology and other assets[71](index=71&type=chunk) [Stock Repurchase Program](index=17&type=section&id=Stock%20Repurchase%20Program) The company's active **$2.0 billion** stock repurchase program, approved in July 2021, had **$879.0 million** remaining authorized as of September 30, 2022 - A new **$2.0 billion** stock repurchase program (2021 Repurchase Program) was approved in July 2021, commenced in January 2022, and has no expiration date[72](index=72&type=chunk) - As of September 30, 2022, **$879.0 million** remained authorized under the 2021 Repurchase Program[74](index=74&type=chunk) [Dividends to Shareholders](index=17&type=section&id=Dividends%20to%20Shareholders) The Board declared a **$0.30 per share** cash dividend for each quarter of 2022, an increase from **$0.20 per share** in 2021, with future dividends subject to Board approval and debt covenants Cash Dividends Declared per Share | Dividend per Share | 2022 (per quarter) | 2021 (per quarter) | YoY Change (%) | | :----------------- | :----------------- | :----------------- | :------------- | | Cash dividend | $0.30 | $0.20 | 50.0% | - Future quarterly cash dividends are subject to Board approval, state law limitations, and covenants under the Credit Agreement and Note Agreement[76](index=76&type=chunk) [Financing Agreements](index=17&type=section&id=Financing%20Agreements) Financing includes a Senior Note Agreement for up to **$350.0 million**, with **$100.0 million** Series B Notes at **3.10%** interest, and a **$250.0 million** revolving credit facility, with **$211.2 million** available and all debt covenants in compliance as of September 30, 2022 - The Senior Note Agreement provides for up to **$350.0 million** in senior promissory notes, including **$100.0 million** Series B Notes issued at **3.10%** interest, maturing May 2027[77](index=77&type=chunk)[78](index=78&type=chunk) - The Credit Agreement provides a **$250.0 million** senior unsecured revolving line of credit, expandable to **$400.0 million** with an accordion feature[79](index=79&type=chunk) Credit Agreement Availability (in thousands) | Credit Agreement (in thousands) | Sep 30, 2022 | Dec 31, 2021 | | :------------------------------ | :----------- | :----------- | | Facility limit | $250,000 | $250,000 | | Outstanding letters of credit | $(38,754) | $(39,169) | | Available borrowing capacity | $211,246 | $210,831 | - The company was in compliance with all covenants in its outstanding debt instruments as of September 30, 2022[83](index=83&type=chunk) [Critical Accounting Policies](index=18&type=section&id=Critical%20Accounting%20Policies) The company applied the same critical accounting policies as described in its Annual Report on Form 10-K for the year ended December 31, 2021, which affect judgments and estimates in financial statements [Seasonality](index=18&type=section&id=Seasonality) The company's tonnage levels and revenue mix are subject to seasonal trends, with revenue and operating margins typically lower in the first and fourth quarters due to reduced shipments during winter months - Revenue and operating margins are typically lower in the first and fourth quarters due to reduced shipments during winter months[87](index=87&type=chunk) - Harsh weather conditions and natural disasters can adversely impact performance by reducing demand and increasing operating expenses[87](index=87&type=chunk) [Environmental Regulation](index=18&type=section&id=Environmental%20Regulation) The company is subject to various environmental regulations, and management does not anticipate material adverse effects on operations or financial condition from compliance costs for 2022 or 2023 - The company is subject to federal, state, and local environmental laws concerning hazardous waste, fuel storage, and vehicle accidents[88](index=88&type=chunk) - Management does not believe future compliance costs with current environmental laws will materially adversely affect operations or financial condition for 2022 or 2023[88](index=88&type=chunk) [Forward-Looking Information](index=19&type=section&id=Forward-Looking%20Information) This section contains forward-looking statements subject to risks and uncertainties, including those related to growth strategy, public health, customer relationships, operational costs, seasonality, economic factors, and regulatory compliance - Forward-looking statements are subject to risks and uncertainties, including those related to growth strategy execution, public health epidemics, customer relationships, and various operational and economic factors[90](index=90&type=chunk)[91](index=91&type=chunk) - Significant risks include equipment and diesel fuel costs, fuel surcharge effectiveness, seasonal trends, capital availability, economic downturns, labor costs, technology adoption, regulatory compliance, and legal proceedings[91](index=91&type=chunk)[93](index=93&type=chunk) [Item 3. Quantitative and Qualitative Disclosures about Market Risk](index=21&type=section&id=Item%203%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) No material changes to the company's market risk exposures have occurred since the fiscal year ended December 31, 2021, as discussed in the Annual Report on Form 10-K - No material changes to market risk exposures have occurred since the fiscal year ended December 31, 2021[94](index=94&type=chunk) [Item 4. Controls and Procedures](index=21&type=section&id=Item%204%20Controls%20and%20Procedures) Management, including the CEO and CFO, evaluated the effectiveness of disclosure controls and procedures as of September 30, 2022, and concluded they were effective, with no material changes in internal control over financial reporting during the last fiscal quarter - Management, including the CEO and CFO, concluded that disclosure controls and procedures were **effective** as of September 30, 2022[95](index=95&type=chunk) - No material changes in internal control over financial reporting occurred during the last fiscal quarter[96](index=96&type=chunk) PART II. OTHER INFORMATION [Item 1. Legal Proceedings](index=22&type=section&id=Item%201%20Legal%20Proceedings) The company is involved in various legal proceedings, including class-action allegations, which are not expected to materially affect financial position or operations, with no environmental proceedings requiring disclosure - The company is involved in various legal proceedings and claims, including collective and/or class-action allegations, which are not expected to have a material adverse effect on financial position, results of operations, or cash flows[99](index=99&type=chunk) - No environmental legal proceedings with potential monetary sanctions of **$1.0 million** or more are required to be disclosed for the three months ended September 30, 2022[100](index=100&type=chunk) [Item 1A. Risk Factors](index=22&type=section&id=Item%201A%20Risk%20Factors) No material changes to the risk factors identified in the Annual Report on Form 10-K for the year ended December 31, 2021, have occurred, but readers should consider all potential risks - No material changes to the risk factors identified in the Annual Report on Form 10-K for the year ended December 31, 2021, have occurred[102](index=102&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=23&type=section&id=Item%202%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) In Q3 2022, the company repurchased **1,282,098 shares** at an average price of **$269.47** per share, with approximately **$879.0 million** remaining authorized under the 2021 Repurchase Program as of September 30, 2022 Common Stock Repurchases (Q3 2022) | Month (2022) | Total Shares Purchased | Average Price Paid per Share | Approximate Dollar Value Remaining Under Programs | | :----------- | :--------------------- | :--------------------------- | :------------------------------------------------ | | July | 434,739 | $262.95 | $1,110,104,905 | | August | 303,056 | $299.92 | $1,019,233,710 | | September | 544,303 | $257.73 | $878,967,599 | | Total (Q3) | 1,282,098 | $269.47 | N/A | - The **$2.0 billion** 2021 Repurchase Program began in January 2022 and has no expiration date[104](index=104&type=chunk) [Item 6. Exhibits](index=23&type=section&id=Item%206%20Exhibits) This section lists the exhibits filed as part of the report, including amended bylaws, an employment agreement termination, certifications (Sarbanes-Oxley Act Section 302 and 906), and financial information formatted in iXBRL - Exhibits include Amended and Restated Bylaws, an employment agreement termination, Sarbanes-Oxley Act Certifications (Sections 302 and 906), and financial information in iXBRL format[108](index=108&type=chunk) SIGNATURES [Signatures](index=25&type=section&id=Signatures_Details) The report was duly signed on November 3, 2022, by Adam N. Satterfield, Senior Vice President - Finance and Chief Financial Officer, and Kimberly S. Maready, Vice President - Accounting and Finance - The report was signed on **November 3, 2022**, by Adam N. Satterfield (SVP - Finance and CFO) and Kimberly S. Maready (VP - Accounting and Finance)[112](index=112&type=chunk)

Financial Data and Key Metrics Changes - Old Dominion's revenue grew 14.5% in Q3 2022 to $1.6 billion, with a 36% increase in earnings per diluted share [19][10] - The operating ratio improved to 69.1%, reflecting better management of direct operating costs and overhead costs as a percentage of revenue [19][23] - Cash flow from operations totaled $514.2 million for Q3 and $1.3 billion for the first nine months of 2022 [25] Business Line Data and Key Metrics Changes - LTL revenue per hundredweight increased by 17.4%, offsetting a 2.6% decrease in LTL tons [20] - The company experienced a sequential decrease in revenue per day by 3.8% compared to Q2 2022, with LTL tons per day down 4.3% and LTL shipments per day down 3.6% [21] Market Data and Key Metrics Changes - In October, revenue per day increased by approximately 8% compared to October 2021, despite a 7% decrease in LTL tons per day [22] - Year-over-year tonnage in September was down 5.4%, with shipments per day down 6.8% [31] Company Strategy and Development Direction - The company continues to focus on providing superior service at a fair price, which has been critical for long-term market share growth [10][17] - Investments in fleet and service center network have been consistent, with 10% to 15% of revenue allocated to capital expenditures annually [13][18] - The company aims to maintain available capacity to support customer needs, especially during supply chain challenges [15][16] Management's Comments on Operating Environment and Future Outlook - Management noted ongoing softness in the domestic economy affecting demand for customers' products, but demand for Old Dominion's services remains strong [20][34] - The company anticipates a typical seasonal slowdown in Q4 but expects to manage costs effectively to maintain profitability [37][70] - Management expressed confidence in the company's ability to navigate through economic challenges and capitalize on future growth opportunities [75][82] Other Important Information - The effective tax rate for Q3 2022 was 23.9%, with an anticipated rate of 25.6% for Q4 [26] - Capital expenditures for the year are estimated at $720 million, reflecting delays in equipment deliveries [25] Q&A Session Summary Question: Can you provide full stats for September regarding tonnage per day and any unique events impacting it? - Tonnage was down 5.4% year-over-year in September, with shipments per day down 6.8%. There was a slight increase in weight per shipment [31][32] Question: What is the expected sequential change in operating ratio from Q3 to Q4? - Typically, a 200 to 250 basis point deterioration is expected, with a target of about 400 basis points increase off the 69.1% operating ratio [36][37] Question: Is there any relief on the inflation front, particularly regarding wages and purchased transport? - Core inflation is expected to remain high, with energy prices being a significant factor. Wage increases were implemented in September [50][51] Question: How do you see the industry's ability to achieve positive yield ex-fuel growth next year? - The company remains optimistic about maintaining yield growth, supported by strong service performance and customer relationships [79][80] Question: Can you quantify the October versus September data point? - October is tracking in line with normal sequential changes, typically decreasing about 3.5% from September [84]

[Part I – FINANCIAL INFORMATION](index=3&type=section&id=Part%20I%20%E2%80%93%20FINANCIAL%20INFORMATION) [Item 1. Financial Statements](index=3&type=section&id=Item%201.%20Financial%20Statements) This section presents the unaudited condensed financial statements for Q2 and H1 2022, including balance sheets, operations, equity, and cash flows, reflecting significant growth [Condensed Balance Sheets](index=3&type=section&id=Condensed%20Balance%20Sheets) As of June 30, 2022, total assets decreased slightly to **$4.79 billion**, while total liabilities increased to **$1.24 billion**, leading to a decrease in shareholders' equity to **$3.56 billion** Condensed Balance Sheet Highlights (in thousands) | Account | June 30, 2022 | December 31, 2021 | | :--- | :--- | :--- | | **Total current assets** | $1,209,090 | $1,383,787 | | **Net property and equipment** | $3,378,732 | $3,215,686 | | **Total assets** | **$4,793,867** | **$4,821,544** | | **Total current liabilities** | $628,178 | $464,234 | | **Total liabilities** | **$1,238,038** | **$1,141,737** | | **Total shareholders' equity** | $3,555,829 | $3,679,807 | [Condensed Statements of Operations](index=5&type=section&id=Condensed%20Statements%20of%20Operations) For Q2 2022, revenue grew **26.4%** to **$1.67 billion** and net income rose **39.5%** to **$376.1 million**, with similar strong growth for the first six months Key Performance Indicators (in thousands, except per share data) | Metric | Q2 2022 | Q2 2021 | YoY Change | H1 2022 | H1 2021 | YoY Change | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | **Revenue** | $1,667,448 | $1,319,409 | +26.4% | $3,164,728 | $2,445,924 | +29.4% | | **Operating Income** | $508,705 | $366,044 | +39.0% | $914,323 | $635,701 | +43.8% | | **Net Income** | $376,078 | $269,576 | +39.5% | $675,829 | $468,935 | +44.1% | | **Diluted EPS** | $3.30 | $2.31 | +42.9% | $5.90 | $4.01 | +47.1% | - Dividends declared per share increased to **$0.30** in Q2 2022 from **$0.20** in Q2 2021, a **50%** increase[14](index=14&type=chunk) [Condensed Statements of Changes in Shareholders' Equity](index=6&type=section&id=Condensed%20Statements%20of%20Changes%20in%20Shareholders%27%20Equity) Shareholders' equity decreased to **$3.56 billion** by June 30, 2022, primarily due to **$632 million** in share repurchases offsetting net income - For the six months ended June 30, 2022, the company executed share repurchases totaling **$631.9 million** and paid cash dividends of **$67.9 million**[16](index=16&type=chunk) [Condensed Statements of Cash Flows](index=7&type=section&id=Condensed%20Statements%20of%20Cash%20Flows) Net cash from operating activities significantly increased to **$816.1 million** for H1 2022, while increased investing and financing activities led to a net decrease in cash of **$266.4 million** Cash Flow Summary (in thousands) | Activity | Six Months Ended June 30, 2022 | Six Months Ended June 30, 2021 | | :--- | :--- | :--- | | **Net cash provided by operating activities** | $816,053 | $508,291 | | **Net cash used in investing activities** | ($274,248) | ($25,490) | | **Net cash used in financing activities** | ($808,235) | ($400,027) | | **(Decrease) Increase in cash** | **($266,430)** | **$82,774** | [Notes to the Condensed Financial Statements](index=8&type=section&id=Notes%20to%20the%20Condensed%20Financial%20Statements) Notes detail the company's primary LTL business, ongoing **$2.0 billion** stock repurchase program with **$1.22 billion** remaining, **$100.0 million** in long-term debt, and no material impact from legal proceedings - The company's business is predominantly LTL services, which generated **$3.12 billion** of the **$3.16 billion** total revenue for the first six months of 2022[22](index=22&type=chunk) - A new **$2.0 billion** stock repurchase program began in January 2022. As of June 30, 2022, **$1.22 billion** remained authorized under this program[27](index=27&type=chunk)[30](index=30&type=chunk) - Total long-term debt stood at **$99.96 million** as of June 30, 2022, primarily from senior notes maturing in 2027. The company also has a **$250 million** revolving credit facility, which was undrawn[34](index=34&type=chunk)[37](index=37&type=chunk)[38](index=38&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=12&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management attributes record Q2 and H1 2022 revenue and profitability to market share gains and yield management, with the operating ratio improving to **69.5%** and **$835 million** in planned capital expenditures - The company achieved record revenue and profitability for Q2 and H1 2022, with the operating ratio improving by **280 basis points** to **69.5%** for the second quarter[54](index=54&type=chunk) - Q2 2022 revenue growth of **26.4%** was driven by a **2.8%** increase in LTL tonnage per day and a **22.6%** increase in LTL revenue per hundredweight[53](index=53&type=chunk)[55](index=55&type=chunk)[56](index=56&type=chunk) - Excluding fuel surcharges, LTL revenue per hundredweight increased **9.3%** in Q2 2022, reflecting the company's focus on yield management to offset rising costs and fund investments[56](index=56&type=chunk) - The company estimates total capital expenditures for 2022 to be approximately **$835 million**, allocated towards service centers (**$300 million**), tractors and trailers (**$485 million**), and technology (**$50 million**)[70](index=70&type=chunk) [Results of Operations](index=13&type=section&id=Results%20of%20Operations) Q2 2022 revenue grew **26.4%** to **$1.67 billion** with an improved operating ratio of **69.5%**, while expenses rose due to increased employees and a **99.8%** surge in diesel fuel costs Key Operating Metrics (Q2 2022 vs Q2 2021) | Metric | Q2 2022 | Q2 2021 | % Change | | :--- | :--- | :--- | :--- | | LTL tonnage per day | 41,746 | 40,600 | +2.8% | | LTL shipments per day | 53,096 | 51,672 | +2.8% | | LTL revenue per hundredweight | $30.78 | $25.10 | +22.6% | | Operating ratio | 69.5% | 72.3% | -280 bps | - Salaries, wages, and benefits rose to **$705.7 million** in Q2 2022, driven by a **15.1%** increase in the average number of active full-time employees and an annual wage increase from September 2021[58](index=58&type=chunk)[59](index=59&type=chunk) - Operating supplies and expenses increased significantly, primarily due to a **99.8%** year-over-year increase in the average cost per gallon of diesel fuel in Q2 2022[62](index=62&type=chunk) [Liquidity and Capital Resources](index=15&type=section&id=Liquidity%20and%20Capital%20Resources) The company maintains strong liquidity with **$816.1 million** in H1 2022 operating cash flow, plans **$835 million** in 2022 capital expenditures, and returned **$731.9 million** to shareholders via repurchases and dividends - Primary sources of liquidity are cash from operations, cash and cash equivalents, short-term investments, a **$250 million** credit agreement, and a **$350 million** note agreement[67](index=67&type=chunk)[68](index=68&type=chunk) - The 2022 capital expenditure plan is approximately **$835 million**, intended to support long-term market share growth[70](index=70&type=chunk) - The Board of Directors declared a cash dividend of **$0.30** per share for each of the first two quarters of 2022, a **50%** increase from the **$0.20** per share paid in each quarter of 2021[74](index=74&type=chunk) - As of June 30, 2022, the company had **$211.2 million** in available borrowing capacity under its revolving credit facility and was in compliance with all debt covenants[81](index=81&type=chunk)[82](index=82&type=chunk) [Item 3. Quantitative and Qualitative Disclosures about Market Risk](index=20&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) The company reports no material changes to market risk exposures since December 31, 2021, with interest rate exposure limited to its Credit Agreement - There have been no material changes to the company's market risk exposures since December 31, 2021[92](index=92&type=chunk) [Item 4. Controls and Procedures](index=20&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded the company's disclosure controls and procedures were effective as of June 30, 2022, with no material changes in internal control over financial reporting - The CEO and CFO concluded that as of June 30, 2022, the company's disclosure controls and procedures were effective[93](index=93&type=chunk) - No changes occurred during the last fiscal quarter that have materially affected, or are reasonably likely to materially affect, the company's internal control over financial reporting[94](index=94&type=chunk) [Part II – OTHER INFORMATION](index=21&type=section&id=Part%20II%20%E2%80%93%20OTHER%20INFORMATION) [Item 1. Legal Proceedings](index=21&type=section&id=Item%201.%20Legal%20Proceedings) Ongoing legal proceedings are not expected to have a material adverse effect, with a **$1.36 million** consent judgment resolving a California environmental investigation - The company does not believe that the resolution of any current legal matters will have a material adverse effect on its financial position, results of operations, or cash flows[97](index=97&type=chunk) - On July 26, 2022, a consent judgment was entered to resolve claims regarding waste handling practices in California, requiring an aggregate payment of **$1.36 million**[99](index=99&type=chunk) [Item 1A. Risk Factors](index=21&type=section&id=Item%201A.%20Risk%20Factors) No material changes have occurred to the risk factors previously disclosed in the Annual Report on Form 10-K for the year ended December 31, 2021 - No material changes have been identified to the risk factors disclosed in the Annual Report on Form 10-K for the year ended December 31, 2021[101](index=101&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=22&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company repurchased **1,530,454** shares at an average price of **$257.17** in Q2 2022, with approximately **$1.22 billion** remaining under the repurchase program Issuer Purchases of Equity Securities (Q2 2022) | Period | Total Shares Purchased | Average Price Paid per Share | Approx. Dollar Value Remaining in Program | | :--- | :--- | :--- | :--- | | April 1 - 30, 2022 | 372,867 | $268.24 | $1,517,917,158 | | May 1 - 31, 2022 | 514,383 | $260.22 | $1,384,087,047 | | June 1 - 30, 2022 | 643,204 | $248.30 | $1,224,399,170 | | **Total** | **1,530,454** | **$257.17** | **N/A** | - The repurchases were made under the **$2.0 billion** 2021 Repurchase Program, which does not have an expiration date[104](index=104&type=chunk) [Item 6. Exhibits](index=22&type=section&id=Item%206.%20Exhibits) This section lists exhibits filed with the quarterly report, including CEO and CFO certifications and financial data in iXBRL format - The report includes certifications from principal officers pursuant to Sections 302 and 906 of the Sarbanes-Oxley Act of 2002[108](index=108&type=chunk)

Financial Data and Key Metrics Changes - Revenue increased by 26.4% to $1.7 billion, while earnings per diluted share rose by 42.9% to $3.30 [11] - Operating ratio improved by 280 basis points to 69.5%, marking the first time the company achieved a sub-70% quarterly operating ratio [11][25] Business Line Data and Key Metrics Changes - LTL revenue per hundredweight increased by 22.6%, and LTL tons per day rose by 2.8% [22] - Revenue per day for Q2 increased by 11.4% compared to Q1 2022, with LTL tons per day up by 0.7% and LTL shipments per day up by 1.7% [23] Market Data and Key Metrics Changes - The company reported approximately 15% to 20% excess capacity within its service center network, with plans to increase this to 25% in the long term [16] - Year-to-date revenue growth through June was over $700 million, on track to exceed $1 billion for the second consecutive year [18] Company Strategy and Development Direction - The company remains committed to expanding its service center network, viewing it as essential regardless of short-term macroeconomic conditions [17] - The focus on superior service and capacity has positioned the company to capture additional market share over the next decade [12][19] Management's Comments on Operating Environment and Future Outlook - Management noted that customer relationships have strengthened due to the company's ability to help clients manage supply chain issues [15] - The company expects to maintain disciplined control over costs while pursuing yield increases to enhance profitability [26][27] Other Important Information - Cash flow from operations totaled $427.3 million for Q2, with capital expenditures at $229.4 million [28] - The effective tax rate was 26.0% for Q2, with expectations to maintain this rate for Q3 [28] Q&A Session Summary Question: Price environment and demand moderation - Management indicated that there have been no significant requests from customers for lower rates, suggesting industry discipline remains strong [33] Question: Impact of rising fuel costs - The company aims to keep fuel surcharges neutral to the bottom line, with ongoing assessments of customer profitability [35][36] Question: Shift in market share and customer engagement - The company reported that 55% to 60% of its business is industrial, with retail making up 25% to 30%, both segments performing well [41][42] Question: Future capacity growth amid economic uncertainty - Management confirmed that they will continue to invest in network expansion, viewing it as an opportunity to gain market share [47] Question: Operating ratio trends into Q3 - A typical increase of 50 basis points from Q2 to Q3 is expected, with some unique factors potentially affecting this trend [56][59] Question: Customer inventory levels and freight demand - Customers are reportedly dealing with lower inventory levels and back orders, which may sustain freight demand [73] Question: Potential for headcount adjustments - Management expressed reluctance to reduce headcount but acknowledged that natural attrition could help manage workforce levels [112] Question: Cost inflation expectations - Wage increases are expected in September, with overall inflation anticipated to remain in the 7% to 9% range [120]

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, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ________ to ________ . Commission File Number: 0-19582 OLD DOMINION FREIGHT LINE, INC. (Exact name of registrant as specified in its charter) VIRGINIA 56-0751714 (State ...

Old Dominion Freight Line, Inc. (NASDAQ:ODFL) Q1 2022 Earnings Conference Call April 27, 2022 10:00 AM ET Company Participants Drew Anderson - Senior Director, Product Management Greg Gantt - President and Chief Executive Officer Adam Satterfield - Senior Vice President, Finance, Chief Financial Officer and Assistant Secretary Conference Call Participants Jon Chappell - Evercore ISI Jack Atkins - Stephens Inc. Chris Wetherbee - Citi Scott Group - Wolfe Research Jordan Alliger - Goldman Sachs Todd Fowler - ...

Part I [Business](index=3&type=section&id=Item%201.%20Business) Old Dominion Freight Line is a leading North American LTL carrier, operating a union-free network focused on organic growth and superior service - The company is one of the largest North American less-than-truckload (LTL) carriers, with over **98% of its revenue** historically derived from LTL shipments[13](index=13&type=chunk) - Operates through an expansive network of **251 service centers** as of December 31, 2021, focusing on organic market share growth over acquisitions[14](index=14&type=chunk)[23](index=23&type=chunk) - The largest customer accounted for **5.4% of revenue** in 2021, with the top 20 customers representing **30.2%**, indicating a diversified customer base[34](index=34&type=chunk) Full-Time Employee Profile (as of Dec 31, 2021) | Full-Time Employees | Number of Employees | | :--- | :--- | | Drivers | 11,802 | | Platform | 5,350 | | Fleet technicians | 609 | | Sales, administrative and other | 5,902 | | **Total** | **23,663** | Equipment Fleet and Average Age (as of Dec 31, 2021) | Type of Equipment | Number of Units | Average Age (In years) | | :--- | :--- | :--- | | Tractors | 10,403 | 5.0 | | Linehaul trailers | 27,917 | 7.8 | | P&D trailers | 13,303 | 7.5 | [Risk Factors](index=12&type=section&id=Item%201A.%20Risk%20Factors) The company faces diverse risks including operational, industry, labor, cybersecurity, and regulatory challenges - Business and operational risks include the inability to execute its growth strategy, potential shortages of real estate for expansion, and strains on management and resources from growth[57](index=57&type=chunk)[58](index=58&type=chunk) - The COVID-19 pandemic has had and may continue to have adverse effects, including demand volatility, customer payment issues, and supply chain disruptions, heightening other business risks[60](index=60&type=chunk) - The company operates in a highly competitive industry, facing pressure on pricing and the need to continually invest in technology to remain competitive against carriers of varying sizes and service offerings[78](index=78&type=chunk)[79](index=79&type=chunk) - Labor risks include potential unionization of its currently union-free workforce, which could increase operating costs, and intense competition for qualified drivers and technicians, which could impact growth and profitability[85](index=85&type=chunk)[86](index=86&type=chunk) - Cybersecurity risks are significant, as the company relies heavily on IT systems for operations and customer service. A cyber incident could lead to operational delays, loss of customers, and significant expense[88](index=88&type=chunk)[89](index=89&type=chunk) - The Congdon family controls approximately **18%** of the outstanding common stock, which may allow them to significantly influence shareholder votes[102](index=102&type=chunk) [Unresolved Staff Comments](index=23&type=section&id=Item%201B.%20Unresolved%20Staff%20Comments) The company reports no unresolved staff comments - None[107](index=107&type=chunk) [Properties](index=23&type=section&id=Item%202.%20Properties) The company operates **251 service centers**, mostly owned, with sufficient capacity for current and anticipated business - The company owns its principal executive office and **227 of its 251 service centers**[108](index=108&type=chunk) - Owned service centers represent about **95%** of the total door capacity in the network[108](index=108&type=chunk) [Legal Proceedings](index=24&type=section&id=Item%203.%20Legal%20Proceedings) The company faces various legal proceedings, none expected to materially impact financials, with one ongoing waste handling investigation - The company does not believe that the resolution of any ordinary course legal matters will have a material adverse effect on its financial position[111](index=111&type=chunk) - A civil investigation concerning waste handling practices in California, initiated in 2017, is ongoing, and the company is in discussions to resolve the matter[113](index=113&type=chunk) [Mine Safety Disclosures](index=24&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - Not applicable[114](index=114&type=chunk) Part II [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](index=25&type=section&id=Item%205.%20Market%20for%20Registrant%27s%20Common%20Equity%2C%20Related%20Stockholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities) The company's common stock trades on Nasdaq, with no repurchases in Q4 2021, and has significantly outperformed market indices - The company's common stock (ODFL) is traded on the Nasdaq Global Select Market[117](index=117&type=chunk) - No shares of common stock were repurchased during the fourth quarter of 2021[118](index=118&type=chunk) Cumulative Total Return Comparison (2016-2021) | | 12/31/16 | 12/31/17 | 12/31/18 | 12/31/19 | 12/31/20 | 12/31/21 | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Old Dominion Freight Line, Inc. | $100 | $153 | $144 | $221 | $341 | $631 | | S&P 500 Total Return Index | $100 | $122 | $116 | $153 | $181 | $233 | | Dow Jones Transportation Average | $100 | $119 | $104 | $126 | $147 | $196 | | Nasdaq Industrial Transportation Index | $100 | $128 | $116 | $146 | $191 | $242 | [Selected Financial Data](index=26&type=section&id=Item%206.%20Selected%20Financial%20Data) This item is not applicable - Not applicable[122](index=122&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=27&type=section&id=Item%207.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Old Dominion achieved record 2021 revenue of $5.3 billion and a 73.5% operating ratio, driven by LTL growth and strong liquidity management - 2021 financial results reflect the highest annual revenue and profitability in the company's history, with revenue reaching **$5.3 billion**[131](index=131&type=chunk) - The operating ratio improved by **390 basis points** to **73.5%** for 2021, down from **77.4%** in 2020[130](index=130&type=chunk)[131](index=131&type=chunk) - Net income increased by **53.8%** to **$1.03 billion**, and diluted EPS increased by **56.5%** to **$8.89** in 2021 compared to 2020[131](index=131&type=chunk) - Capital expenditures are estimated to be approximately **$825 million** for 2022, a significant increase from **$546.6 million** in 2021[147](index=147&type=chunk)[149](index=149&type=chunk) [Results of Operations](index=28&type=section&id=Results%20of%20Operations) Revenue increased **30.9%** to **$5.26 billion** in 2021, driven by LTL shipment growth and improved operating ratio to **73.5%** Key Financial and Operating Metrics (2021 vs 2020) | Metric | 2021 | 2020 | % Change | | :--- | :--- | :--- | :--- | | Revenue (in thousands) | $5,256,328 | $4,015,129 | 30.9% | | Operating ratio | 73.5% | 77.4% | -3.9 pts | | Net income (in thousands) | $1,034,375 | $672,682 | 53.8% | | Diluted EPS | $8.89 | $5.68 | 56.5% | | LTL shipments (in thousands) | 12,880 | 10,869 | 18.5% | | LTL revenue per hundredweight | $25.59 | $22.62 | 13.1% | - Revenue growth was driven by a significant increase in LTL shipment volumes (up **18.5%**), partially offset by a **2.7%** decrease in LTL weight per shipment[130](index=130&type=chunk)[132](index=132&type=chunk) - Excluding fuel surcharges, LTL revenue per hundredweight increased **8.8%** in 2021 compared to 2020[133](index=133&type=chunk) - Salaries, wages, and benefits increased by **$414.1 million** (**20.2%**) due to a **15.9%** increase in average full-time employees and higher wage rates[135](index=135&type=chunk) - Operating supplies and expenses increased by **$194.2 million** (**52.0%**), primarily due to a **60.3%** increase in the average cost per gallon of diesel fuel[138](index=138&type=chunk) [Liquidity and Capital Resources](index=32&type=section&id=Liquidity%20and%20Capital%20Resources) Liquidity remains strong with **$462.6 million** cash, **$1.21 billion** from operations, and planned **$825 million** capital expenditures for 2022 Cash Flow Summary (in thousands) | | 2021 | 2020 | | :--- | :--- | :--- | | Cash flows from operating activities | $1,212,606 | $933,024 | | Cash flows used in investing activities | ($455,288) | ($551,663) | | Cash flows used in financing activities | ($696,184) | ($383,502) | | **Cash and cash equivalents at end of year** | **$462,564** | **$401,430** | Net Capital Expenditures (in thousands) | Category | 2021 | 2020 | | :--- | :--- | :--- | | Land and structures | $252,155 | $181,221 | | Tractors | $130,772 | $17,518 | | Trailers | $140,595 | $2,151 | | Technology & Other | $42,589 | $24,191 | | Less: Proceeds from sales | ($19,548) | ($3,690) | | **Total** | **$546,563** | **$221,391** | - The company announced a new **$2.0 billion** stock repurchase program in July 2021. As of Dec 31, 2021, **$1.96 billion** remained available and uncommitted after accounting for an ASR[150](index=150&type=chunk)[152](index=152&type=chunk) - Quarterly cash dividends totaled **$0.80 per share** for 2021, up from **$0.60 per share** in 2020[154](index=154&type=chunk) [Critical Accounting Policies](index=37&type=section&id=Critical%20Accounting%20Policies) Critical accounting policies include revenue recognition, claims and insurance accruals, and property and equipment depreciation, requiring significant judgment - Revenue for shipments in transit at period-end is recognized using a percentage of completion method based on days in transit versus standard delivery time[166](index=166&type=chunk) - Accruals for claims and insurance are established using historical claims data, known trends, and third-party actuarial estimates. The total accrued liability for insurance, BIPD, and workers' compensation was **$126.4 million** at year-end 2021[167](index=167&type=chunk)[169](index=169&type=chunk) - Property and equipment are depreciated on a straight-line basis over estimated useful lives (e.g., 4 to 15 years for revenue equipment). Depreciation expense was **$259.9 million** in 2021[170](index=170&type=chunk)[171](index=171&type=chunk) [Quantitative and Qualitative Disclosures about Market Risk](index=39&type=section&id=Item%207A.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) The company is exposed to interest rate, investment, and commodity price risks, primarily managing fuel price volatility through surcharges - Exposure to interest rate risk is primarily from the variable-rate Credit Agreement and short-term investments, but a **100 basis point** change is not expected to have a material effect[176](index=176&type=chunk)[177](index=177&type=chunk) - The company is exposed to market risk on **$59.9 million** of investments in company-owned life insurance contracts; a **10%** change in market value would have a **$6.0 million** impact on pre-tax income[178](index=178&type=chunk) - Commodity price risk for diesel fuel is managed mainly through the application of fuel surcharges to customers[179](index=179&type=chunk) [Financial Statements and Supplementary Data](index=40&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplementary%20Data) This section presents the company's audited financial statements and notes, with an unqualified auditor opinion on financials and internal controls Balance Sheet Highlights (in thousands) | | Dec 31, 2021 | Dec 31, 2020 | | :--- | :--- | :--- | | Total Current Assets | $1,383,787 | $1,243,339 | | Net Property and Equipment | $3,215,686 | $2,914,031 | | **Total Assets** | **$4,821,544** | **$4,369,410** | | Total Current Liabilities | $464,234 | $373,130 | | Total Long-term Liabilities | $677,503 | $669,992 | | **Total Liabilities** | **$1,141,737** | **$1,043,122** | | **Total Shareholders' Equity** | **$3,679,807** | **$3,326,288** | Statement of Operations Highlights (in thousands) | | 2021 | 2020 | 2019 | | :--- | :--- | :--- | :--- | | Revenue from operations | $5,256,328 | $4,015,129 | $4,109,111 | | Operating income | $1,391,602 | $906,882 | $818,706 | | **Net income** | **$1,034,375** | **$672,682** | **$615,518** | - The independent auditor, Ernst & Young LLP, issued an unqualified opinion on the financial statements and internal controls over financial reporting[272](index=272&type=chunk)[273](index=273&type=chunk) - The critical audit matter identified by the auditor was the estimation of self-insurance reserves for Bodily Injury/Property Damage (BIPD) and Workers' Compensation, due to the complexity and significant judgment involved[277](index=277&type=chunk)[278](index=278&type=chunk)[279](index=279&type=chunk) [Changes in and Disagreements With Accountants on Accounting and Financial Disclosure](index=57&type=section&id=Item%209.%20Changes%20in%20and%20Disagreements%20With%20Accountants%20on%20Accounting%20and%20Financial%20Disclosure) The company reports no disagreements with its accountants on any accounting or financial disclosure matters - None[280](index=280&type=chunk) [Controls and Procedures](index=57&type=section&id=Item%209A.%20Controls%20and%20Procedures) Management concluded that disclosure controls and internal control over financial reporting were effective as of December 31, 2021 - The CEO and CFO concluded that disclosure controls and procedures were effective as of December 31, 2021[281](index=281&type=chunk) - Management concluded that internal control over financial reporting was effective as of December 31, 2021, based on the COSO 2013 framework[282](index=282&type=chunk) - The effectiveness of internal control over financial reporting was audited by Ernst & Young LLP, who issued an unqualified opinion[284](index=284&type=chunk)[289](index=289&type=chunk) [Other Information](index=59&type=section&id=Item%209B.%20Other%20Information) The company reports no other information - None[297](index=297&type=chunk) [Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](index=59&type=section&id=Item%209C.%20Disclosure%20Regarding%20Foreign%20Jurisdictions%20that%20Prevent%20Inspections) This item is not applicable to the company - Not applicable[298](index=298&type=chunk) Part III [Directors, Executive Officers and Corporate Governance](index=59&type=section&id=Item%2010.%20Directors%2C%20Executive%20Officers%20and%20Corporate%20Governance) Information on directors, executive officers, and corporate governance is incorporated by reference from the 2022 proxy statement - Required information is incorporated by reference from the 2022 Annual Meeting of Shareholders proxy statement[300](index=300&type=chunk) [Executive Compensation](index=59&type=section&id=Item%2011.%20Executive%20Compensation) Information regarding executive compensation is incorporated by reference from the 2022 proxy statement - Required information is incorporated by reference from the 2022 Annual Meeting of Shareholders proxy statement[302](index=302&type=chunk) [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](index=59&type=section&id=Item%2012.%20Security%20Ownership%20of%20Certain%20Beneficial%20Owners%20and%20Management%20and%20Related%20Stockholder%20Matters) Information regarding security ownership is incorporated by reference from the 2022 proxy statement - Required information is incorporated by reference from the 2022 Annual Meeting of Shareholders proxy statement[303](index=303&type=chunk) [Certain Relationships and Related Transactions, and Director Independence](index=59&type=section&id=Item%2013.%20Certain%20Relationships%20and%20Related%20Transactions%2C%20and%20Director%20Independence) Information regarding related party transactions and director independence is incorporated by reference from the 2022 proxy statement - Required information is incorporated by reference from the 2022 Annual Meeting of Shareholders proxy statement[304](index=304&type=chunk) [Principal Accounting Fees and Services](index=59&type=section&id=Item%2014.%20Principal%20Accounting%20Fees%20and%20Services) Information regarding principal accounting fees and services is incorporated by reference from the 2022 proxy statement - Required information is incorporated by reference from the 2022 Annual Meeting of Shareholders proxy statement[305](index=305&type=chunk) Part IV [Exhibits, Financial Statement Schedules](index=60&type=section&id=Item%2015.%20Exhibits%2C%20Financial%20Statement%20Schedules) This section lists the financial statements, schedules, and exhibits filed as part of the Form 10-K - Lists the financial statements included in Item 8 and the financial statement schedule, Schedule II – Valuation and Qualifying Accounts[308](index=308&type=chunk)[309](index=309&type=chunk) - A detailed Exhibit Index is provided, listing all filed exhibits, including articles of incorporation, bylaws, debt agreements, and executive compensation plans[312](index=312&type=chunk)[313](index=313&type=chunk) [Form 10-K Summary](index=60&type=section&id=Item%2016.%20Form%2010-K%20Summary) The company reports no Form 10-K summary - None[315](index=315&type=chunk)