10-Q

美國

證券交易委員會

華盛頓特區20549

表格 10-Q


☒	根據1934年證券交易法第13或15(d)節的季度報告

截至季度結束2023年9月30日 2024

或者


☐	根據1934年證券交易法第13或15(d)節的轉型報告書

過渡期從________到________。

委託文件編號：001-398660-19582

old dominion freight line公司

(根據其章程規定的註冊人準確名稱)




弗吉尼亞州。		56-0751714
（國家或其他管轄區的公司成立或組織）		（IRS僱主唯一識別號碼）



Old Dominion Way 500號 Thomasville, 北卡羅來納州		27360
，（主要行政辦公地址）		(郵政編碼)

(336) 889-5000

(註冊人電話號碼，包括區號)

在法案第12(b)條的規定下注冊的證券：


每一類的名稱	交易標誌	在其上註冊的交易所的名稱
普通股（面值$0.10）	ODFL	納斯達克證券交易所 LLC

請在以下方框內打勾，以指示註冊人是否（1）已在過去12個月內（或在註冊人需要提交此類報告的較短期間內）提交了交易所法案第13或15（d）條規定的所有要求提交的報告，並且（2）在過去90天內一直需要遵守提交要求。 ☑ 否 ☐Yes☒ 不是 ☐

請在勾選標誌處表示註冊人是否已經在過去12個月內（或者在註冊人要求提交這些文件的較短時期內）按照規則405 of協議S-T（本章節的§232.405）提交了每個交互式數據文件。 ☒ 沒有 ☐Yes ☒ 不可以 ☐

請勾選標記以說明註冊人是大型快速申報人、加速申報人、非加速申報人、較小的報告公司還是新興成長型公司。請查看《交易所法》第120億.2條中「大型快速申報人」、「加速申報人」、「較小的報告公司」和「新興成長型公司」的定義。




大型加速報告人	☒	加速文件提交人	☐

非加速文件提交人	☐	較小的報告公司	☐

		新興成長公司	☐

如果是新興成長型公司，在選中複選標記的同時，如果公司已選擇不使用根據證券交易法第13(a)條提供的任何新的或修訂後的財務會計準則的延長過渡期來符合新的或修訂後的財務會計準則，則表明該公司已選擇不使用根據證券交易法第13(a)條提供的任何新的或修訂後的財務會計準則的延長過渡期來符合新的或修訂後的財務會計準則。☐

請在以下方框內打勾，以指示註冊人是否爲殼公司（如交易所法規第12b-2條規定）。是 ☐ 否 ☒

截至2024年11月1日， 213,497,536 註冊人普通股（面值$0.10）的流通股數量。

指數


第I部分 - 財務信息		1

項目1	基本報表	1
	簡明資產負債表–2024年9月30日和2023年12月31日	1
	簡明利潤表–截至2024年9月30日和2023年的三個和九個月	3
	簡明股東權益變動表–截至2024年9月30日和2023年的三個和九個月	4
	簡明現金流量表–截至2024年9月30日和2023年的九個月	5
	注7-承諾和附帶條件	6
項目2	分銷計劃	10
項目3	市場風險的定量和定性披露	19
項目4	控制和程序	19

第二部分 - 其他信息		20

項目1	法律訴訟	20
項目1A	風險因素	20
項目2	未註冊的股票股權銷售和籌款用途	21
項目5	其他信息	21
項目6	展示資料	21

展覽索引		22
簽名		23

第一部分. 財務資料財務資訊

Item 1. Financial Statements

OLD DOMINION FREIGHT LINE, INC.

CONDENSED BALANCE SHEETS


	September 30,
	2024			December 31,
(In thousands, except share and per share data)	(Unaudited)			2023
ASSETS
Current assets:
Cash and cash equivalents	$	74,163		$	433,799
Customer receivables, less allowances of $9,563 and $10,405, respectively		545,746			578,885
Income taxes receivable		10,800			18,554
Other receivables		20,135			17,884
Prepaid expenses and other current assets		84,215			94,211
Total current assets		735,059			1,143,333

Property and equipment:
Revenue equipment		2,722,884			2,590,770
Land and structures		3,279,707			3,021,447
Other fixed assets		679,196			623,164
Leasehold improvements		14,914			14,436
Total property and equipment		6,696,701			6,249,817
Accumulated depreciation		(2,270,948	)		(2,154,412	)
Net property and equipment		4,425,753			4,095,405

Other assets		265,019			273,655
Total assets	$	5,425,831		$	5,512,393

Note: The Condensed Balance Sheet at December 31, 2023 has been derived from the audited financial statements at that date, but does not include all of the information and notes required by U.S. generally accepted accounting principles for complete financial statements.

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

OLD DOMINION FREIGHT LINE, INC.

CONDENSED BALANCE SHEETS

(CONTINUED)


	September 30,
	2024		December 31,
(In thousands, except share and per share data)	(Unaudited)		2023
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	99,279	$	112,774
Compensation and benefits		283,817		278,953
Claims and insurance accruals		62,119		63,346
Other accrued liabilities		77,230		69,585
Income taxes payable		11,135		—
Current maturities of long-term debt		20,000		20,000
Total current liabilities		553,580		544,658

Long-term liabilities:
Long-term debt		39,985		59,977
Other non-current liabilities		281,708		286,815
Deferred income taxes		374,818		363,132
Total long-term liabilities		696,511		709,924
Total liabilities		1,250,091		1,254,582

Commitments and contingent liabilities

Shareholders’ equity:
Common stock - $0.10 par value, 560,000,000 shares authorized, 213,794,691 and 217,930,932 shares outstanding at September 30, 2024 and December 31, 2023, respectively		21,379		21,793
Capital in excess of par value		186,985		231,449
Retained earnings		3,967,376		4,004,569
Total shareholders’ equity		4,175,740		4,257,811
Total liabilities and shareholders’ equity	$	5,425,831	$	5,512,393

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

OLD DOMINION FREIGHT LINE, INC.

CONDENSED STATEMENTS OF OPERATIONS

(UNAUDITED)


	Three Months Ended						Nine Months Ended
	September 30,						September 30,
(In thousands, except per share data)	2024			2023			2024			2023
Revenue from operations	$	1,470,211		$	1,515,277		$	4,428,981		$	4,370,602

Operating expenses:
Salaries, wages and benefits		681,238			663,810			2,033,412			1,958,726
Operating supplies and expenses		156,177			180,653			489,669			538,410
General supplies and expenses		46,040			41,745			135,987			119,896
Operating taxes and licenses		36,733			36,527			108,853			110,118
Insurance and claims		17,209			16,004			52,544			47,413
Communications and utilities		10,056			10,724			31,209			33,256
Depreciation and amortization		86,666			84,055			255,760			239,786
Purchased transportation		30,941			30,835			93,661			90,046
Miscellaneous expenses, net		3,290			5,905			17,908			13,289
Total operating expenses		1,068,350			1,070,258			3,219,003			3,150,940

Operating income		401,861			445,019			1,209,978			1,219,662

Non-operating (income) expense:
Interest expense		19			90			187			379
Interest income		(1,775	)		(2,308	)		(15,108	)		(7,487	)
Other expense, net		523			861			2,477			4,319
Total non-operating income		(1,233	)		(1,357	)		(12,444	)		(2,789	)

Income before income taxes		403,094			446,376			1,222,422			1,222,451

Provision for income taxes		94,514			107,089			299,493			305,764

Net income	$	308,580		$	339,287		$	922,929		$	916,687

Earnings per share:
Basic	$	1.44		$	1.55		$	4.27		$	4.18
Diluted	$	1.43		$	1.54		$	4.25		$	4.16

Weighted average shares outstanding:
Basic		214,089			218,387			216,010			219,108
Diluted		215,227			219,670			217,185			220,469

Dividends declared per share	$	0.26		$	0.20		$	0.78		$	0.60

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

OLD DOMINION FREIGHT LINE, INC.

CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

(UNAUDITED)



	Three Months Ended September 30, 2024 and 2023
							Capital in
	Common Stock						Excess of			Retained
(In thousands)	Shares			Amount			Par Value			Earnings			Total
Balance as of June 30, 2024		214,758		$	21,476		$	186,584		$	3,903,839		$	4,111,899
Net income		—			—			—			308,580			308,580
Share repurchases		(976	)		(98	)		—			(189,401	)		(189,499	)
Forward contract for accelerated share repurchases		—			—			—			—			—
Cash dividends declared ($0.26 per share)		—			—			—			(55,642	)		(55,642	)
Share-based compensation and share issuances, net of forfeitures		23			2			2,293			—			2,295
Taxes paid in exchange for shares withheld		(10	)		(1	)		(1,892	)		—			(1,893	)
Balance as of September 30, 2024		213,795		$	21,379		$	186,985		$	3,967,376		$	4,175,740

Balance as of June 30, 2023		218,675		$	21,867		$	227,532		$	3,582,636		$	3,832,035
Net income		—			—			—			339,287			339,287
Share repurchases		(329	)		(33	)		—			(66,461	)		(66,494	)
Cash dividends declared ($0.20 per share)		—			—			—			(43,689	)		(43,689	)
Share-based compensation and share issuances, net of forfeitures		16			2			2,736			—			2,738
Taxes paid in exchange for shares withheld		(4	)		—			(754	)		—			(754	)
Balance as of September 30, 2023		218,358		$	21,836		$	229,514		$	3,811,773		$	4,063,123


	Nine Months Ended September 30, 2024 and 2023
							Capital in
	Common Stock						Excess of			Retained
(In thousands)	Shares			Amount			Par Value			Earnings			Total
Balance as of December 31, 2023		217,931		$	21,793		$	231,449		$	4,004,569		$	4,257,811
Net income		—			—			—			922,929			922,929
Share repurchases		(4,266	)		(427	)		—			(791,923	)		(792,350	)
Forward contract for accelerated share repurchases		—			—			(40,000	)		—			(40,000	)
Cash dividends declared ($0.78 per share)		—			—			—			(168,199	)		(168,199	)
Share-based compensation and share issuances, net of forfeitures		193			19			8,566			—			8,585
Taxes paid in exchange for shares withheld		(63	)		(6	)		(13,030	)		—			(13,036	)
Balance as of September 30, 2024		213,795		$	21,379		$	186,985		$	3,967,376		$	4,175,740

Balance as of December 31, 2022		220,446		$	22,045		$	233,086		$	3,397,786		$	3,652,917
Net income		—			—			—			916,687			916,687
Share repurchases		(2,193	)		(219	)		—			(371,237	)		(371,456	)
Cash dividends declared ($0.60 per share)		—			—			—			(131,463	)		(131,463	)
Share-based compensation and share issuances, net of forfeitures		174			17			8,388			—			8,405
Taxes paid in exchange for shares withheld		(69	)		(7	)		(11,960	)		—			(11,967	)
Balance as of September 30, 2023		218,358		$	21,836		$	229,514		$	3,811,773		$	4,063,123

附帶附註是這些簡明財務報表中不可或缺的一部分。

OLD DOMINION FREIGHT LINE股份有限公司

凝聚國家現金流量

(未經查核)


	九個月結束了
	九月三十日，
(以千為單位)	2024			2023
經營活動現金流量：
凈利潤	$	922,929		$	916,687
調整淨利潤以達經營活動所提供之淨現金流量：
折舊與攤提		255,768			239,797
處置不動產和設備所得利益		(1,860	)		(7,446	)
推延所得稅		12,226			37,404
其他，淨額		21,530			22,401
營運資產和負債的變動，淨額		47,631			(76,401	)
經營活動產生的淨現金流量		1,258,224			1,132,442

投資活動之現金流量:
購買不動產和設備		(600,399	)		(651,363	)
產銷土地及設備款項		16,150			22,226
購買短期投資		(30,000	)		—
16,594		30,000			48,852
投資活動中使用的淨現金		(584,249	)		(580,285	)

來自籌資活動的現金流量:
股份回購支付		(784,772	)		(368,095	)
加速股份回購的遠期合約		(40,000	)		—
根據債務協議的本金支付		(20,000	)		(20,000	)
分紅派息		(168,206	)		(131,492	)
其他籌資活動，淨額		(20,633	)		(12,281	)
籌集資金的淨現金流量		(1,033,611	)		(531,868	)

（現金及現金等價物）增加(減少)		(359,636	)		20,289
期初現金及現金等價物餘額		433,799			186,312
期末現金及現金等價物	$	74,163		$	206,601

附註內容是這些簡明基本報表的一部分。

簡明財務報表附註財務報表附註（未經審核）

附註一。重要的會計政策。

業務

我們是北美最大的區域型less-than-truckload（“LTL”）運輸公司之一。我們透過一個整合的、無工會的組織提供區域型、跨區域和全國的LTL服務。我們的服務範疇包括了加急運輸，透過位於美國大陸各地的龐大服務中心為客戶提供服務。透過戰略聯盟，我們還在整個北美提供LTL服務。除了核心的LTL服務，我們還提供一系列增值服務，包括集裝箱拖拉車運輸、全貨運券商和供應鏈諮詢。我們有一年。營運部門和我們營業收入構成摘要如下：


	結束於三個月的期間				九個月結束了
	九月三十日，				九月三十日，
(以千為單位)	2024		2023		2024		2023
區域型運輸服務	$	1,457,108	$	1,501,266	$	4,388,808	$	4,323,453
其他服務		13,103		14,011		40,173		47,149
營業總收入	$	1,470,211	$	1,515,277	$	4,428,981	$	4,370,602

報告基礎

隨附未經審計的中期簡化財務報表已按照美國通用會計準則（“US GAAP”）為中期財務信息編製，並且在管理層意見中，包含所有必要的調整（包括正常循環項目），以全面、正確地呈現所呈現的財務狀況和業務結果。因此，它們不包括所有美國GAAP為完整財務報表所要求的信息和附註。

根據美國通用會計原則編製摘要財務報表需要管理層進行估計和假設。這些估計和假設會影響資產和負債金額的報告，摘要財務報表日期時的應收賬款和應付賬款的披露，以及報告期間的收入和支出金額。實際結果可能與這些估計有所不同。我們的營業結果受季節性趨勢影響；因此，2024年9月30日止中期期間的經營結果未必能反映出後續季度期間或截至2024年12月31日的結果。

應閱讀簡明財務報表，並搭配現載於我們截至2023年12月31日的年度報告10-K上的財務報表和相關附註一起閱讀。在Old Dominion Freight Line公司摘要財務報表的編製中所涉及的會計原則和政策、長期合同或估計，沒有發生重大變化，這些事宜如同我們截至2023年12月31日的年度報告10-K中所述的一樣，除非在這份表格10-Q中另有披露。

過去幾年的某些金額已重新分類，以使過去幾年的財務報表符合目前的呈現形式。

除非內文另有要求，這些附註中提到的「Old Dominion」、「公司」、「我們」及「我們的」指的是old dominion freight line公司。

普通股股份劃分

2024年2月16日，我們宣布我們的董事會批准一次一分拆。兩個-對-拆分截至2024年3月13日收盤時的股東記錄日期，old dominion freight line於2024年3月27日分紅派息給所有股東營業收入。一年。每持有一股股票的股東將額外獲得一股普通股。

有關本報告中的所有對流通股、加權平均流通股、每股收益和每股分紅派息金額的參考均已回溯調整以反映這次股票分割。

股票回購計劃

2021年7月28日，我們宣布董事會已經批准一項股票回購計劃，授權我們回購高達$2.0 億美元的普通股（2021回購計劃）。2021回購計劃在2022年1月前一個回購計劃完成後開始，並於2024年5月完成。

2023年7月26日，我們宣布董事會已經批准一項股票回購計劃，授權我們回購高達$3.0 億美元的普通股（2023回購計劃）。2023回購計劃沒有到期日期，在2024年5月完成2021回購計劃後開始。

根據我們的回購計劃，我們可能不時在公開市場購買股份，或通過私人協商交易進行回購。根據我們的回購計劃回購的普通股在回購時被取消，並被歸類為授權但未發行的普通股。

2024年5月28日，我們與第三方金融機構簽訂了一項加速股份回購協議（"ASR協議"）。ASR協議作為已解決的庫藏股份購買和未來股份購買合同進行會計處理。收到的初始股份的面值按照普通股減少記錄，多餘的購買價格按照留存收益減少來記錄。未來股份購買合同按照與我們自己股票相關的合同進行處理，並分類在我們的簡明資產負債表的股本超越帳面價值內。ASR協議的最終股份數量是基於協議期間我們的普通股每日成交量加權平均股價，扣除協商折扣。

根據ASR協議，我們向第三方金融機構支付了$200.0 百萬，並獲得了初始交付的分公司股票。 923,201 股，售價為160.0 百萬美元，相當於根據ASR協議將由我們收到的股份總值的約 80％。其餘的股份預計最遲將於2024年11月之前結算。

截至2024年9月30日，我們的2023回購計劃尚有剩餘可用的2.44 十億美元。可供使用且未承諾的金額為2.40 十億美元，這反映了根據ASR協議的40.0 百萬美元的股票轉期購買合約。

Note 2. Earnings Per Share

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

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

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


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
(In thousands)	2024		2023		2024		2023
Weighted average shares outstanding - basic		214,089		218,387		216,010		219,108
Dilutive effect of share-based awards		1,138		1,283		1,175		1,361
Weighted average shares outstanding - diluted		215,227		219,670		217,185		220,469

Note 3. Long-Term Debt

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


(In thousands)	September 30, 2024			December 31, 2023
Notes	$	59,985		$	79,977
Credit agreement		—			—
Total long-term debt		59,985			79,977
Less: Current maturities		(20,000	)		(20,000	)
Total maturities due after one year	$	39,985		$	59,977

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 (as subsequently amended on March 22, 2023 and August 28, 2024, 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. The second principal payment of $20.0 million was paid on May 4, 2024. The remaining $60.0 million will be paid in three equal annual installments of $20.0 million through May 4, 2027. The Series B Notes are senior unsecured obligations and rank pari passu with borrowings under our third amended and restated credit agreement, dated March 22, 2023, with Wells Fargo Bank, National Association serving as administrative agent for the lenders (as subsequently amended on August 28, 2024, 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 0.090% to 0.175% (based upon our consolidated debt to total consolidated 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 0.090%.

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

There were $37.7 million and $40.0 million of outstanding letters of credit at September 30, 2024 and December 31, 2023, respectively.

General Debt Provisions

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

Note 4. Commitments and Contingencies

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

Note 5. Fair Value Measurements

Short-term Investments

We held no short-term investments as of September 30, 2024 or December 31, 2023.

Long-term Debt

The carrying value of our total long-term debt, including current maturities, was $60.0 million and $80.0 million at September 30, 2024 and December 31, 2023, respectively. The estimated fair value of our total long-term debt, including current maturities, was $57.3 million and $75.4 million at September 30, 2024 and December 31, 2023, respectively. The fair value measurement of our Series B Notes was determined using a discounted cash flow analysis that factors in current market yields for comparable borrowing arrangements under our credit profile. Since this methodology is based upon market yields for comparable arrangements, the measurement is categorized as Level 2 under the three-level fair value hierarchy as established by the Financial Accounting Standards Board.

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

Overview

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

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

•

LTL Revenue Per Hundredweight - Our LTL transportation services are generally priced based on weight, commodity, and distance. This measurement reflects the application of our pricing policies to the services we provide, which are influenced by competitive market conditions and our growth objectives. Generally, freight is rated by a class system, which is established by the National Motor Freight Traffic Association, Inc. Light, bulky freight typically has a higher class and is priced at higher revenue per hundredweight than dense, heavy freight. Fuel surcharges, accessorial charges, revenue adjustments and revenue for undelivered freight are included in this measurement, and we regularly monitor the components that impact our pricing. 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. 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. We focus on the profitability of each customer account and generally seek to obtain an appropriate yield to offset our cost inflation and support our ongoing investments in capacity and technology. We believe the continued execution of this

yield-management philosophy, continued increases in density, and ongoing improvements in operating efficiencies are the key components of our ability to produce further improvement in our operating ratio and long-term profitable growth.

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

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

Results of Operations

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


	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2024			2023			2024			2023
Revenue from operations		100.0	%		100.0	%		100.0	%		100.0	%

Operating expenses:
Salaries, wages and benefits		46.3			43.8			45.9			44.8
Operating supplies and expenses		10.6			11.9			11.1			12.3
General supplies and expenses		3.1			2.8			3.1			2.7
Operating taxes and licenses		2.6			2.4			2.5			2.5
Insurance and claims		1.2			1.1			1.2			1.1
Communications and utilities		0.7			0.7			0.6			0.8
Depreciation and amortization		5.9			5.5			5.8			5.5
Purchased transportation		2.1			2.0			2.1			2.1
Miscellaneous expenses, net		0.2			0.4			0.4			0.3
Total operating expenses		72.7			70.6			72.7			72.1

Operating income		27.3			29.4			27.3			27.9

Interest (income) expense, net		(0.1	)		(0.2	)		(0.3	)		(0.2	)
Other expense, net		0.0			0.1			0.0			0.1

Income before income taxes		27.4			29.5			27.6			28.0

Provision for income taxes		6.4			7.1			6.8			7.0

Net income		21.0	%		22.4	%		20.8	%		21.0	%

Key financial and operating metrics for the three- and nine-month periods ended September 30, 2024 and 2023 are presented below:


	Three Months Ended									Nine Months Ended
	September 30,									September 30,
	2024			2023			% Change			2024			2023			% Change
Work days		64			63			1.6	%		192			191			0.5	%
Revenue (in thousands)	$	1,470,211		$	1,515,277			(3.0	)%	$	4,428,981		$	4,370,602			1.3	%
Operating ratio		72.7	%		70.6	%					72.7	%		72.1	%
Net income (in thousands)	$	308,580		$	339,287			(9.1	)%	$	922,929		$	916,687			0.7	%
Diluted earnings per share	$	1.43		$	1.54			(7.1	)%	$	4.25		$	4.16			2.2	%
LTL tons (in thousands)		2,266			2,342			(3.2	)%		6,870			6,977			(1.5	)%
LTL tonnage per day		35,408			37,181			(4.8	)%		35,783			36,529			(2.0	)%
LTL shipments (in thousands)		3,070			3,129			(1.9	)%		9,174			9,155			0.2	%
LTL shipments per day		47,967			49,670			(3.4	)%		47,781			47,932			(0.3	)%
LTL weight per shipment (lbs.)		1,476			1,497			(1.4	)%		1,498			1,524			(1.7	)%
LTL revenue per hundredweight	$	32.36		$	31.87			1.5	%	$	32.03		$	31.01			3.3	%
LTL revenue per shipment	$	477.70		$	477.13			0.1	%	$	479.79		$	472.66			1.5	%
Average length of haul (miles)		923			927			(0.4	)%		920			926			(0.6	)%

All references in this report to shares outstanding, weighted average shares outstanding, earnings per share, and dividends per share amounts have been restated retroactively to reflect the two-for-one stock split effected in March 2024.

Our financial results for the third quarter of 2024 include year-over-year decreases in revenue and profitability whereas the financial results for the first nine months of 2024 include year-over-year increases in revenue and profitability. While the domestic economy remained sluggish during the third quarter of 2024, our LTL shipments per day remained relatively consistent with the first half of 2024 and our yield continued to improve. The consistency in our volumes and yield performance during the quarter continued to be supported by our best-in-class service as we once again provided our customers with 99% on-time service and a cargo claims ratio of 0.1% during the quarter. We also maintained our focus on operating efficiently and controlling discretionary spending during the quarter, but the deleveraging effect from the decrease in revenue led to an increase in our operating ratio. As a result, our net income and earnings per diluted share decreased by 9.1% and 7.1%, respectively, for the third quarter of 2024 as compared to the same period of 2023 and increased 0.7% and 2.2%, respectively, for the first nine months of 2024 as compared to the same period of 2023.

Revenue

Revenue decreased $45.1 million, or 3.0%, in the third quarter of 2024 as compared to the same period of 2023 due to a decrease in volumes that was partially offset by an increase in LTL revenue per hundredweight. LTL tonnage per day decreased 4.8% in the third quarter of 2024 due primarily to a decrease in LTL shipments per day and a decrease in LTL weight per shipment. Revenue increased $58.4 million, or 1.3%, in the first nine months of 2024 as compared to the same period of 2023 due to an increase in LTL revenue per hundredweight that was partially offset by a decrease in volumes. LTL tonnage per day decreased 2.0% for the first nine months of 2024 due primarily to a decrease in LTL weight per shipment and a decrease in LTL shipments per day. Both the third quarter and first nine months of 2024 had one additional operating day compared to the same periods in 2023.

Our LTL revenue per hundredweight increased 1.5% and 3.3% in the third quarter and first nine months of 2024, respectively, as compared to the same periods of 2023. Excluding fuel surcharges, LTL revenue per hundredweight increased 4.6% and 5.3% in the third quarter and first nine months of 2024, respectively, as compared to the same periods in 2023 due primarily to the success of our long-term yield management strategy. Our consistent, cost-based approach to pricing focuses on offsetting our cost inflation while also supporting additional investments into our business to expand capacity and enhance our technology.

October 2024 Update

Revenue per day decreased 10.9% in October 2024 as compared to the same month last year due primarily to a 9.1% decrease in LTL tons per day and a 2.0% decrease in LTL revenue per hundredweight. The decrease in LTL tons per day resulted from an 8.9% decrease in LTL shipments per day and a 0.2% decrease in LTL weight per shipment. LTL revenue per hundredweight, excluding fuel surcharges, increased 3.2% as compared to the same month last year.

Operating Costs and Other Expenses

Salaries, wages and benefits increased $17.4 million, or 2.6%, in the third quarter of 2024 as compared to the third quarter of 2023, due to a $8.3 million increase in salaries and wages and a $9.1 million increase in employee benefit costs. Salaries, wages and benefits increased $74.7 million, or 3.8%, for the first nine months of 2024 as compared to the same period of 2023, due to a $56.4 million increase in salaries and wages and a $18.3 million increase in employee benefit costs.

Our salaries and wages expenses were higher for both the third quarter and first nine months of 2024 as compared to the same periods of 2023, which was attributable to the annual wage increase provided to employees in September 2024 and 2023. In addition, our average number of active full-time employees increased 0.8% and 0.5% for the third quarter and first nine months of 2024, respectively, as we balanced our workforce with anticipated shipment trends.

Our productive labor costs, which include wages for drivers, platform employees, and fleet technicians, increased as a percent of revenue to 24.0% in both the third quarter and first nine months of 2024 as compared to 23.1% and 23.5% for the same periods of 2023. We continued to operate efficiently during the third quarter, despite the decrease in network density that generally resulted from the decline in volumes. Our P&D and platform shipments per hour both improved in the third quarter of 2024 as compared to the third quarter of 2023, which helped offset the reduction in our linehaul laden load factor. Our other salaries and wages as a percent of revenue also increased to 9.4% and 9.5% in the third quarter and first nine months of 2024, respectively, as compared to 8.8% and 9.1% for the same periods of 2023.

The costs attributable to employee benefits were higher for both the third quarter and first nine months of 2024 as compared to the same periods of 2023, due primarily to the annual wage increase and the slight increase in our average number of active full-time employees. As a result, our employee benefit costs as a percent of salaries and wages increased to 38.6% for the third quarter of 2024 from 37.3% in the comparable period of 2023 and decreased to 37.1% for the first nine months of 2024 from 37.3% in the comparable period of 2023. Our costs attributable to employee benefits for the third quarter of 2024 were also negatively impacted by higher costs associated with our group health and dental plans, which contributed to the increase in these costs as a percent of salaries and wages.

Operating supplies and expenses decreased $24.5 million and $48.7 million in the third quarter and first nine months of 2024, respectively, as compared to the same periods of 2023, due to decreases in our costs for diesel fuel used in our vehicles and lower maintenance and repair costs. The cost of diesel fuel, excluding fuel taxes, represents the largest component of operating supplies and expenses, and can vary based on both average price per gallon and consumption. Our average cost per gallon of diesel fuel decreased 20.5% and 12.4% in the third quarter and first nine months of 2024, respectively, as compared to the same periods last year. We do not use diesel fuel hedging instruments; therefore, our costs are subject to market price fluctuations. Our gallons consumed decreased 4.2% and 2.7% in the third quarter and first nine months of 2024, respectively, as compared to the same periods last year, due primarily to a decrease in miles driven. Our other operating supplies and expenses as a percent of revenue was relatively consistent in the third quarter of 2024 compared to the same period in 2023, but decreased in the first nine months of 2024 as compared to the same period of 2023. This year-to-date decrease is due primarily to lower maintenance and repair costs, as we improved the average age of our fleet by consistently executing on our capital expenditure programs.

Depreciation and amortization costs increased $2.6 million and $16.0 million in the third quarter and first nine months of 2024, respectively, as compared to the same periods of 2023. The increases in depreciation and amortization were due primarily to the assets acquired as part of our 2023 and 2024 capital expenditure programs. We believe depreciation costs will increase in future periods based on our 2024 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.

Our effective tax rate for the third quarter and first nine months of 2024 was 23.4% and 24.5%, respectively, as compared to 24.0% and 25.0% for the third quarter and first nine months of 2023. Our effective tax rate generally exceeds the federal statutory rate due to the impact of state taxes and, to a lesser extent, certain other non-deductible items.

Liquidity and Capital Resources

A summary of our cash flows is presented below:


	Nine Months Ended
	September 30,
(In thousands)	2024			2023
Cash and cash equivalents at beginning of period	$	433,799		$	186,312
Cash flows provided by (used in):
Operating activities		1,258,224			1,132,442
Investing activities		(584,249	)		(580,285	)
Financing activities		(1,033,611	)		(531,868	)
(Decrease) increase in cash and cash equivalents		(359,636	)		20,289
Cash and cash equivalents at end of period	$	74,163		$	206,601

The change in our cash flows provided by operating activities during the first nine months of 2024 as compared to the first nine months of 2023 was due primarily to increases in net income as well as fluctuations in working capital accounts.

The change in our cash flows used in investing activities during the first nine months of 2024 as compared to the first nine months of 2023 was impacted by the timing of expenditures under our 2023 and 2024 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 nine months of 2024 as compared to the first nine months of 2023 was due primarily to higher repurchases of our common stock, as well as an increase in dividend payments to our shareholders. Our return of capital to shareholders is more fully described below under “Stock Repurchase Program” and “Dividends to Shareholders.”

We have four primary sources of available liquidity: cash flows from operations, our existing cash and cash equivalents, available borrowings under our third amended and restated credit agreement with Wells Fargo Bank, National Association serving as administrative agent for the lenders, dated March 22, 2023, as amended by the First Amendment dated August 28, 2024 (as amended, 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 dated March 22, 2023 and the Second Amendment dated August 28, 2024 (as amended, the “Note Agreement”). The 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 for the nine-month period ended September 30, 2024 and the years ended December 31, 2023 and 2022:


	September 30,			December 31,
(In thousands)	2024			2023			2022
Land and structures	$	284,503		$	291,070		$	299,529
Tractors		187,416			203,417			148,719
Trailers		72,676			181,534			216,697
Technology		18,735			44,358			33,783
Other equipment and assets		37,069			36,930			68,920
Proceeds from sales		(16,150	)		(48,637	)		(22,096	)
Total	$	584,249		$	708,672		$	745,552

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, and we generally expect to continue to maintain this level of capital expenditures in order to support our long-term plan for market share growth. There could be years,

however, where our annual capital expenditures plan is above or below this range as we balance the size of our service center network and operating fleet with anticipated growth.

We currently estimate capital expenditures will be approximately $750 million for the year ending December 31, 2024. Approximately $350 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 $325 million is allocated for the purchase of tractors and trailers; and approximately $75 million is allocated for investments in technology and other assets. We expect to fund these capital expenditures primarily through cash flows from operations, our existing cash and cash equivalents and, if needed, borrowings available under our Credit Agreement or Note Agreement. We believe our current sources of liquidity will be sufficient to satisfy our expected capital expenditures.

Stock Repurchase Program

On July 28, 2021, we announced that our Board of Directors had approved a stock repurchase program authorizing us to repurchase up to an aggregate of $2.0 billion of our outstanding common stock (the “2021 Repurchase Program”). The 2021 Repurchase Program began after completion of our prior repurchase program in January 2022 and was completed in May 2024.

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

On May 28, 2024, we entered into an accelerated share repurchase agreement (the "ASR Agreement") with a third-party financial institution. The ASR Agreement is 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 ASR Agreement is 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.

Under the ASR Agreement, we paid the third-party financial institution $200.0 million and received an initial delivery of 923,201 shares of our common stock for $160.0 million, representing approximately 80% of the total value of shares to be received by us under the ASR Agreement. The remaining shares are expected to settle no later than November 2024.

At September 30, 2024, our 2023 Repurchase Program had $2.44 billion remaining available. The amount available and uncommitted is $2.40 billion, which reflects the $40.0 million forward stock purchase contract under the ASR Agreement.

Dividends to Shareholders

On February 16, 2024, we announced that our Board of Directors approved a two-for-one split of our common stock for shareholders of record as of the close of business on the record date of March 13, 2024. On March 27, 2024, those shareholders received one additional share of common stock for every share owned.

All references in this report to dividend amounts have been restated retroactively to reflect this stock split. Split-adjusted per-share metrics may not recalculate precisely due to rounding.

Our Board of Directors declared a cash dividend of $0.26 per share for each quarter of 2024 and declared a cash dividend of $0.20 per share for each quarter of 2023.

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

Financing Agreements

Note Agreement

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

Credit Agreement

At our option, borrowings under the Credit Agreement bear interest at either: (i) the Secured Overnight Financing Rate (SOFR) plus the Term SOFR Adjustment, as defined in the Credit Agreement, equal to 0.100%, plus an applicable margin that ranges from 1.000% to 1.375%; or (ii) a Base Rate, as defined in the Credit Agreement, plus an applicable margin that ranges from 0.000% to 0.375%. The applicable margin for each of the foregoing options is dependent upon our consolidated debt to consolidated total capitalization ratio. Letter of credit fees equal to the applicable margin for SOFR loans are charged quarterly in arrears on the daily average aggregate stated amount of all letters of credit outstanding during the quarter. Commitment fees ranging from 0.090% 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 0.090%.

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


	September 30,			December 31,
(In thousands)	2024			2023
Facility limit	$	250,000		$	250,000
Line of credit borrowings		—			—
Outstanding letters of credit		(37,702	)		(39,966	)
Available borrowing capacity	$	212,298		$	210,034

General Debt Provisions

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

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

Critical Accounting Policies

In preparing our condensed financial statements, we applied the same critical accounting policies as described in our Annual Report on Form 10-K for the year ended December 31, 2023 that we believe affect our judgments and estimates of amounts recorded in certain assets, liabilities, revenue and expenses.

Seasonality

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

Environmental Regulation

We are subject to various federal, state and local environmental laws and regulations that focus on, among other things: the disposal, emission and discharge of hazardous waste, hazardous materials, or other materials into the environment or their presence at our properties or in our vehicles; fuel storage tanks; transportation of certain materials; and the discharge or retention of storm water. Under specific environmental laws, we could also be held responsible for any costs relating to contamination at our past or present facilities and at third-party waste disposal sites, as well as costs associated with clean-up of accidents involving our vehicles. We do not believe that the cost of future compliance with current environmental laws or regulations will have a material adverse effect on our operations, financial condition, competitive position or capital expenditures for fiscal year 2024. 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, 2023 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;

•

changes in our relationships with significant customers;

•

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

•

reductions in the available supply or increases in the cost of equipment and parts;

•

various economic factors such as inflationary pressures or downturns in the domestic economy, and our inability to sufficiently increase our customer rates to offset the increase in our costs;

•

higher costs for or limited availability of suitable real estate;

•

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

•

fluctuations in 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 less-than-truckload (“LTL”) industry, 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;

•

various risks arising from 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;

•

our customers’ and suppliers’ businesses may be impacted by 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;

•

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

•

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

•

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

•

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

•

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

•

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

•

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

•

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

•

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

•

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

•

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

•

emissions-control and fuel efficiency regulations that could substantially increase operating expenses;

•

expectations relating to environmental, social and governance considerations and related reporting obligations;

•

the increase in costs associated with healthcare 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, 2023.

Item 4. Controls and Procedures

Evaluation of disclosure controls and procedures

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

Changes in internal control over financial reporting

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

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

Consistent with SEC Regulation S-K Item 103, we have elected to disclose any environmental legal proceedings with a governmental authority if management reasonably believes that the proceedings may involve potential monetary sanctions of $1.0 million or more. Applying this threshold, there are no such unresolved proceedings to disclose as of September 30, 2024.

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, 2023, 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, 2023.

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

The following table provides information regarding our repurchases of our common stock during the third quarter of 2024:


	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
July 1-31, 2024		447,319	$	188.47		444,080	$	2,544,591,963
August 1-31, 2024		268,120	$	197.62		264,799	$	2,492,303,504
September 1-30, 2024		270,591	$	193.14		267,352	$	2,440,664,996
Total		986,030	$	192.24		976,231

(1)

Total number of shares purchased during the quarter includes 9,799 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 26, 2023, we announced that our Board of Directors had approved a stock repurchase program authorizing us to repurchase up to an aggregate of $3.0 billion of our outstanding common stock (the “2023 Repurchase Program”). The 2023 Repurchase Program, which does not have an expiration date, began after the completion of the 2021 Repurchase Program in May 2024. At September 30, 2024, our 2023 Repurchase Program had $2.44 billion remaining available. The amount available and uncommitted is $2.40 billion, which reflects the $40.0 million forward stock purchase contract under the ASR Agreement.

Item 5. Other Information

During the three months ended September 30, 2024, no member of the Board of Directors or Section 16 officer of the Company adopted or terminated a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement," as each term is defined in Item 408 (a) of Regulation S-K.

Item 6. Exhibits

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

EXHIBIT INDEX

TO QUARTERLY REPORT ON FORM 10-Q


Exhibit No.		Description

4.19		First Amendment to Third Amended and Restated Credit Agreement, dated as of August 28, 2024, among Old Dominion Freight Line, Inc., the Lenders defined therein, and Wells Fargo Bank, National Association, as administrative agent

4.20		Second Amendment to Note Purchase and Private Shelf Agreement, made and entered into as of August 28, 2024, by and among Old Dominion Freight Line, Inc., PGIM, Inc. and the other holders of Notes (as defined 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 September 30, 2024, filed on November 6, 2024, formatted in iXBRL (Inline eXtensible Business Reporting Language) includes: (i) the Condensed Balance Sheets at September 30, 2024 and December 31, 2023, (ii) the Condensed Statements of Operations for the three and nine months ended September 30, 2024 and 2023, (iii) the Condensed Statements of Changes in Shareholders’ Equity for the three and nine months ended September 30, 2024 and 2023, (iv) the Condensed Statements of Cash Flows for the nine months ended September 30, 2024 and 2023, and (v) the Notes to the Condensed Financial Statements

104		The cover page from our Quarterly Report on Form 10-Q for the quarter ended September 30, 2024, formatted in iXBRL

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

SIGNATURES

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


		OLD DOMINION FREIGHT LINE, INC.

DATE:	November 6, 2024	/s/ ADAM N. SATTERFIELD
		Adam N. Satterfield
		Executive Vice President and Chief Financial Officer (Principal Financial Officer)

DATE:	November 6, 2024	/s/ CLAYTON G. BRINKER
		Clayton G. Brinker
		Vice President - Accounting and Finance (Principal Accounting Officer)