☒

As of ~~November~~May 3, ~~2017~~2024 there were ~~82,375,945~~217,285,082 shares of the registrant’s Common Stock ($0.10 par value) outstanding.

INDEX



Part I – FINANCIAL INFORMATION		1

Item 1	Financial Statements	1
	Condensed Balance Sheets – ~~September 30, 2017~~March 31, 2024 and December 31, ~~2016~~2023	1
	Condensed Statements of Operations – For the three ~~and nine~~ months ended ~~September 30, 2017~~March 31, 2024 and ~~2016~~2023	3
	Condensed Statements of Changes in Shareholders’ Equity – For the three months ended March 31, 2024 and 2023	4
	Condensed Statements of Cash Flows – For the ~~nine~~three months ended ~~September 30, 2017~~March 31, 2024 and ~~2016~~2023	4 5
	Notes to the Condensed Financial Statements	5 6
Item 2	~~Management's~~Management’s Discussion and Analysis of Financial Condition and Results of Operations	9
Item 3	Quantitative and Qualitative Disclosures about Market Risk	17
Item 4	Controls and Procedures	17

Part II – OTHER INFORMATION		19

Item 1	Legal Proceedings	18 19
Item 1A	Risk Factors	18 19
Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	18 20
Item 6	Exhibits	19 20

~~Signatures~~Exhibit Index		20 21
~~Exhibit Index~~Signatures		21 22

PART I. ~~FINANCIAL~~FINANCIAL INFORMATION

Item 1. Financial Statements

OLD DOMINION FREIGHT LINE, INC.

CONDENSED BALANCE SHEETS

September 30,
2017 December 31,
(In thousands, except share and per share data) (Unaudited) 2016
ASSETS
Current assets:
Cash and cash equivalents $ 78,091
$ 10,171
Customer receivables, less allowances of $9,315 and $8,346, respectively 391,858
320,087
Other receivables 7,529
14,402
Prepaid expenses and other current assets 35,617
37,962
Total current assets 513,095
382,622

Property and equipment:
Revenue equipment 1,612,380
1,496,697
Land and structures 1,481,738
1,377,106
Other fixed assets 427,271
402,482
Leasehold improvements 8,654
8,699
Total property and equipment 3,530,043
3,284,984
Accumulated depreciation (1,162,640 ) (1,043,582 )
Net property and equipment 2,367,403
2,241,402

Goodwill 19,463
19,463
Other assets 56,209
52,760
Total assets $ 2,956,170
$ 2,696,247


	March 31,
	2024			December 31,
(In thousands, except share and per share data)	(Unaudited)			2023
ASSETS
Current assets:
Cash and cash equivalents	$	580,974		$	433,799
Customer receivables, less allowances of $10,137 and $10,405, respectively		582,209			578,885
Income taxes receivable		—			18,554
Other receivables		21,320			17,884
Prepaid expenses and other current assets		79,157			94,211
Total current assets		1,263,660			1,143,333

Property and equipment:
Revenue equipment		2,578,067			2,590,770
Land and structures		3,110,076			3,021,447
Other fixed assets		642,377			623,164
Leasehold improvements		14,534			14,436
Total property and equipment		6,345,054			6,249,817
Accumulated depreciation		(2,216,953	)		(2,154,412	)
Net property and equipment		4,128,101			4,095,405

Other assets		259,595			273,655
Total assets	$	5,651,356		$	5,512,393

Note: The Condensed Balance Sheet at December 31, ~~2016~~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,
2017 December 31,
(In thousands, except share and per share data) (Unaudited) 2016
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable $ 59,702
$ 89,216
Compensation and benefits 151,406
129,170
Claims and insurance accruals 48,089
47,417
Other accrued liabilities 26,745
22,833
Income taxes payable 19,707
—
Current maturities of long-term debt 50,000
—
Total current liabilities 355,649
288,636

Long-term liabilities:
Long-term debt 45,000
104,975
Other non-current liabilities 194,091
178,879
Deferred income taxes 274,414
272,599
Total long-term liabilities 513,505
556,453
Total liabilities 869,154
845,089

Commitments and contingent liabilities

Shareholders’ equity:
Common stock - $0.10 par value, 140,000,000 shares authorized, 82,375,945 and 82,416,657 shares outstanding at September 30, 2017 and December 31, 2016, respectively 8,238
8,242
Capital in excess of par value 137,533
135,466
Retained earnings 1,941,245
1,707,450
Total shareholders’ equity 2,087,016
1,851,158
Total liabilities and shareholders’ equity $ 2,956,170
$ 2,696,247


	March 31,
	2024		December 31,
(In thousands, except share and per share data)	(Unaudited)		2023
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	97,689	$	112,774
Compensation and benefits		232,502		278,953
Claims and insurance accruals		62,839		63,346
Other accrued liabilities		60,930		69,585
Income taxes payable		76,714		—
Current maturities of long-term debt		20,000		20,000
Total current liabilities		550,674		544,658

Long-term liabilities:
Long-term debt		59,980		59,977
Other non-current liabilities		275,933		286,815
Deferred income taxes		363,132		363,132
Total long-term liabilities		699,045		709,924
Total liabilities		1,249,719		1,254,582

Commitments and contingent liabilities

Shareholders’ equity:
Common stock - $0.10 par value, 280,000,000 shares authorized, 217,598,722 and 217,930,932 shares outstanding at March 31, 2024 and December 31, 2023, respectively		21,760		21,793
Capital in excess of par value		225,497		231,449
Retained earnings		4,154,380		4,004,569
Total shareholders’ equity		4,401,637		4,257,811
Total liabilities and shareholders’ equity	$	5,651,356	$	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
	March 31,
(In thousands, except per share data)	2024			2023
Revenue from operations	$	1,460,073		$	1,442,136

Operating expenses:
Salaries, wages and benefits		668,390			652,075
Operating supplies and expenses		172,472			192,384
General supplies and expenses		45,576			39,545
Operating taxes and licenses		35,838			36,701
Insurance and claims		18,194			16,028
Communications and utilities		10,995			11,017
Depreciation and amortization		84,531			75,947
Purchased transportation		30,710			30,615
Miscellaneous expenses, net		6,941			4,775
Total operating expenses		1,073,647			1,059,087

Operating income		386,426			383,049

Non-operating (income) expense:
Interest expense		37			200
Interest income		(7,372	)		(2,811	)
Other expense, net		879			1,511
Total non-operating income		(6,456	)		(1,100	)

Income before income taxes		392,882			384,149

Provision for income taxes		100,578			99,111

Net income	$	292,304		$	285,038

Earnings per share:
Basic	$	1.34		$	1.30
Diluted	$	1.34		$	1.29

Weighted average shares outstanding:
Basic		217,594			219,912
Diluted		218,808			221,358

Dividends declared per share	$	0.26		$	0.20

~~(UNAUDITED)~~

Three Months Ended Nine Months Ended
September 30, September 30,
(In thousands, except share and per share data) 2017 2016 2017 2016
Revenue from operations $ 872,987
$ 782,611
$ 2,466,995
$ 2,245,779

Operating expenses:
Salaries, wages and benefits 461,799
425,076
1,320,207
1,234,369
Operating supplies and expenses 95,543
83,197
275,110
238,904
General supplies and expenses 28,785
22,010
79,940
65,930
Operating taxes and licenses 24,547
22,714
73,530
69,368
Insurance and claims 10,700
10,185
28,804
29,792
Communications and utilities 6,490
7,025
20,945
21,357
Depreciation and amortization 51,934
49,041
152,670
140,293
Purchased transportation 22,739
18,907
61,596
55,579
Building and office equipment rents 2,018
2,050
6,114
6,487
Miscellaneous expenses, net 4,557
5,002
15,650
13,312
Total operating expenses 709,112
645,207
2,034,566
1,875,391

Operating income 163,875
137,404
432,429
370,388

Non-operating expense (income):
Interest expense 555
1,131
1,792
3,378
Interest income (228 ) (10 ) (332 ) (38 )
Other (income) expense, net (977 ) 6
(999 ) 782
Total non-operating (income) expense (650 ) 1,127
461
4,122

Income before income taxes 164,525
136,277
431,968
366,266

Provision for income taxes 62,211
50,696
165,444
139,012

Net income $ 102,314
$ 85,581
$ 266,524
$ 227,254

Earnings per share:

Basic $ 1.24
$ 1.03
$ 3.24
$ 2.73
Diluted $ 1.24
$ 1.03
$ 3.23
$ 2.73

Weighted average shares outstanding:
Basic 82,286,295
82,742,070
82,317,244
83,357,449
Diluted 82,380,936
82,811,371
82,417,557
83,389,824

Dividends declared per share $ 0.10
$ —
$ 0.30
$ —

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

OLD DOMINION FREIGHT LINE, INC.

CONDENSED STATEMENTS OF ~~CASH FLOWS~~

CHANGES IN SHAREHOLDERS’ EQUITY

(UNAUDITED)



	Three Months Ended March 31, 2024 and 2023
							Capital in
	Common Stock						Excess of			Retained
(In thousands, except per share data)	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		—			—			—			292,304			292,304
Share repurchases		(422	)		(42	)		—			(85,910	)		(85,952	)
Cash dividends declared ($0.26 per share)		—			—			—			(56,583	)		(56,583	)
Share-based compensation and share issuances, net of forfeitures		133			13			3,321			—			3,334
Taxes paid in exchange for shares withheld		(43	)		(4	)		(9,273	)		—			(9,277	)
Balance as of March 31, 2024		217,599		$	21,760		$	225,497		$	4,154,380		$	4,401,637

Balance as of December 31, 2022		220,446		$	22,045		$	233,086		$	3,397,786		$	3,652,917
Net income		—			—			—			285,038			285,038
Share repurchases		(861	)		(86	)		—			(142,814	)		(142,900	)
Cash dividends declared ($0.20 per share)		—			—			—			(43,994	)		(43,994	)
Share-based compensation and share issuances, net of forfeitures		124			12			3,784			—			3,796
Taxes paid in exchange for shares withheld		(47	)		(5	)		(8,353	)		—			(8,358	)
Balance as of March 31, 2023		219,662		$	21,966		$	228,517		$	3,496,016		$	3,746,499

~~(UNAUDITED)~~

Nine Months Ended
September 30,
(In thousands) 2017 2016
Cash flows from operating activities:
Net income $ 266,524
$ 227,254
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization 152,670
140,293
Loss on sale of property and equipment 705
542
Share-based compensation 2,416
944
Other operating activities, net (34,302 ) 41,095
Net cash provided by operating activities 388,013
410,128

Cash flows from investing activities:
Purchase of property and equipment (288,840 ) (351,121 )
Proceeds from sale of property and equipment 9,637
4,571
Other investing, net 2,139
—
Net cash used in investing activities (277,064 ) (346,550 )

Cash flows from financing activities:
Principal payments under long-term debt agreements —
(26,488 )
Net (payments) proceeds on revolving line of credit (9,975 ) 85,812
Payments for share repurchases (8,013 ) (119,022 )
Dividends paid (24,697 ) —
Other financing activities, net (344 ) (338 )
Net cash used in financing activities (43,029 ) (60,036 )

Increase in cash and cash equivalents 67,920
3,542
Cash and cash equivalents at beginning of period 10,171
11,472
Cash and cash equivalents at end of period $ 78,091
$ 15,014

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

OLD DOMINION FREIGHT LINE, INC.

CONDENSED STATEMENTS OF CASH FLOWS

(UNAUDITED)


	Three Months Ended
	March 31,
(In thousands)	2024			2023
Cash flows from operating activities:
Net income	$	292,304		$	285,038
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		84,534			75,951
Loss (Gain) on disposal of property and equipment		726			(4,345	)
Other, net		7,732			8,390
Changes in operating assets and liabilities, net		38,597			50,333
Net cash provided by operating activities		423,893			415,367

Cash flows from investing activities:
Purchase of property and equipment		(119,511	)		(234,736	)
Proceeds from sale of property and equipment		1,559			10,283
Proceeds from maturities of short-term investments		—			24,578
Net cash used in investing activities		(117,952	)		(199,875	)

Cash flows from financing activities:
Payments for share repurchases		(85,280	)		(141,666	)
Dividends paid		(56,633	)		(44,052	)
Other financing activities, net		(16,853	)		(8,462	)
Net cash used in financing activities		(158,766	)		(194,180	)

Increase in cash and cash equivalents		147,175			21,312
Cash and cash equivalents at beginning of period		433,799			186,312
Cash and cash equivalents at end of period	$	580,974		$	207,624

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

NOTES TO THE CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

Note 1. Significant Accounting Policies

Business

We are ~~a leading,~~one of the largest North American less-than-truckload (“LTL”)~~, union-free~~ motor ~~carrier providing~~carriers. We provide regional, inter-regional and national LTL services ~~which include ground and air expedited transportation and consumer household pickup and delivery,~~ 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 and warehousing.~~ consulting. We have one operating segment and the composition of our revenue is summarized below:


	Three Months Ended				Nine Months Ended				Three Months Ended
	September 30,				September 30,				March 31,
(In thousands)	2017		2016		2017		2016		2024		2023
LTL services	$	859,832	$	769,854	$	2,426,419	$	2,206,642	$	1,446,733	$	1,424,372
Other services	13,155		12,757		40,576		39,137			13,340		17,764
Total revenue	$	872,987	$	782,611	$	2,466,995	$	2,245,779
Total revenue from operations									$	1,460,073	$	1,442,136

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 ~~2016, we completed our stock repurchase program, previously announced~~Prudential (as subsequently amended on ~~November 10, 2014,~~March 22, 2023, the “Note Agreement”). The Note Agreement, which is uncommitted and subject to ~~repurchase~~Prudential’s sole discretion, provides for the issuance of senior promissory notes with an aggregate principal amount of up to ~~an aggregate of $200.0~~$350.0 million ~~of our outstanding common stock.~~through March 22, 2026. On May ~~23, 2016,~~4, 2020, we ~~announced that our Board~~issued $100.0 million aggregate principal amount of ~~Directors had approved a new two-year stock repurchase program authorizing us to repurchase up to an aggregate of $250.0 million of our outstanding common stock~~senior promissory notes (the ~~“2016 Repurchase Program”~~“Series B Notes”). Under the 2016 Repurchase Program, we may repurchase shares from time to time in open market purchases or through privately negotiated transactions. Shares of our common stock repurchased under our repurchase program are canceled at the time of repurchase and are classified as authorized but unissued shares of our common stock.

ITEM 2. ~~MANAGEMENT'S~~MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

Results of Operations

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


	Three Months Ended
	March 31,
	2024			2023
Revenue from operations		100.0	%		100.0	%

Operating expenses:
Salaries, wages and benefits		45.8			45.2
Operating supplies and expenses		11.8			13.3
General supplies and expenses		3.1			2.7
Operating taxes and licenses		2.5			2.6
Insurance and claims		1.2			1.1
Communications and utilities		0.7			0.8
Depreciation and amortization		5.8			5.3
Purchased transportation		2.1			2.1
Miscellaneous expenses, net		0.5			0.3
Total operating expenses		73.5			73.4

Operating income		26.5			26.6

Interest income, net		(0.5	)		(0.2	)
Other expense, net		0.1			0.2

Income before income taxes		26.9			26.6

Provision for income taxes		6.9			6.8

Net income		20.0	%		19.8	%

Three Months Ended Nine Months Ended
September 30, September 30,
2017 2016 2017 2016
Revenue from operations 100.0 % 100.0 % 100.0 % 100.0 %

Operating expenses:
Salaries, wages and benefits 52.9
54.3
53.5
55.0
Operating supplies and expenses 11.0
10.6
11.2
10.6
General supplies and expenses 3.3
2.8
3.2
2.9
Operating taxes and licenses 2.8
2.9
3.0
3.1
Insurance and claims 1.2
1.3
1.2
1.3
Communications and utilities 0.7
0.9
0.9
1.0
Depreciation and amortization 6.0
6.3
6.2
6.2
Purchased transportation 2.6
2.4
2.5
2.5
Building and office equipment rents 0.2
0.3
0.2
0.3
Miscellaneous expenses, net 0.5
0.6
0.6
0.6
Total operating expenses 81.2
82.4
82.5
83.5

Operating income 18.8
17.6
17.5
16.5

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

Income before income taxes 18.9
17.4
17.5
16.3

Provision for income taxes 7.2
6.5
6.7
6.2

Net income 11.7 % 10.9 % 10.8 % 10.1 %



*	~~For the purpose of this table, interest expense is presented net of interest income.~~

~~Results of Operations~~

Key financial and operating metrics for the ~~three- and nine-month~~three-month periods ended ~~September 30, 2017~~March 31, 2024 and ~~2016~~2023 are presented below:

Three Months Ended Nine Months Ended
September 30, September 30,
2017 2016
%
Change
2017 2016
%
Change
Work days 63
64
(1.6 )% 191
192
(0.5 )%
Revenue (in thousands)
$ 872,987
$ 782,611
11.5 % $ 2,466,995
$ 2,245,779
9.9 %
Operating ratio 81.2 % 82.4 %

82.5 % 83.5 %

Net income (in thousands)
$ 102,314
$ 85,581
19.6 % $ 266,524
$ 227,254
17.3 %
Diluted earnings per share $ 1.24
$ 1.03
20.4 % $ 3.23
$ 2.73
18.3 %
LTL tons (in thousands)
2,190
2,049
6.9 % 6,308
5,997
5.2 %
LTL shipments (in thousands)
2,774
2,641
5.0 % 8,039
7,727
4.0 %
LTL weight per shipment (lbs.)
1,579
1,551
1.8 % 1,569
1,552
1.1 %
LTL revenue per hundredweight $ 19.47
$ 18.79
3.6 % $ 19.28
$ 18.44
4.6 %
LTL revenue per shipment $ 307.45
$ 291.51
5.5 % $ 302.52
$ 286.23
5.7 %
Average length of haul (miles)
919
925
(0.6 )% 918
930
(1.3 )%


	Three Months Ended
	March 31,
	2024			2023			% Change
Work days		64			64			—	%
Revenue (in thousands)	$	1,460,073		$	1,442,136			1.2	%
Operating ratio		73.5	%		73.4	%
Net income (in thousands)	$	292,304		$	285,038			2.5	%
Diluted earnings per share	$	1.34		$	1.29			3.9	%
LTL tons (in thousands)		2,264			2,339			(3.2	)%
LTL tonnage per day		35,380			36,540			(3.2	)%
LTL shipments (in thousands)		3,004			3,018			(0.5	)%
LTL shipments per day		46,931			47,155			(0.5	)%
LTL weight per shipment (lbs.)		1,508			1,550			(2.7	)%
LTL revenue per hundredweight	$	31.98		$	30.71			4.1	%
LTL revenue per shipment	$	482.24		$	475.88			1.3	%
Average length of haul (miles)		919			925			(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~~first quarter ~~and first nine months~~ of ~~2017 benefited from~~2024 include growth in our revenue. We believe our results were positively impacted by the strengthening economy and an upward trend in the pricing environment during a period of tightening industry capacity. We believe our consistent investments in our service center network and equipment provide us with the capacity needed to serve our customers’ increasing freight demands and win market share. The increased freight density in our service center network and improvement in yield, combined with our continued focus on managing our costs, led to the 120 and 100 basis-point improvements in our operating ratio for the third quarter and first nine months of 2017, respectively, over the same periods of 2016. As a result, ourrevenue, net income and earnings per diluted share ~~each~~despite continued softness in the domestic economy. We improved our financial results for the quarter by continuing to execute our long-term strategic plan, which is centered on our ability to provide customers with superior service at a fair price. We also maintained our focus on operating efficiently and controlling our discretionary spending. Our operating ratio increased by ~~double-digit percentages~~10 basis point to 73.5% for the first quarter, however, due primarily to an increase in our overhead expenses as a percent of revenue. We were still able to increase our net income and diluted earnings per share by 2.5% and 3.9%, respectively, for the ~~third~~first quarter ~~and first nine months~~ of ~~2017~~2024 as compared to the ~~third quarter and first nine months of 2016.~~

same period last year.

Revenue

~~Revenue increased $90.4 million and $221.2 million~~

Our revenue in the ~~third~~first quarter ~~and first nine months~~ of ~~2017, respectively, as~~2024 increased $17.9 million, or 1.2%, when compared to the ~~third~~first quarter ~~and first nine months~~ of ~~2016, due primarily to increases~~2023 as the 4.1% increase in ~~LTL tons and~~our LTL revenue per hundredweight ~~despite one less workday in~~sufficiently offset the third quarter and first nine months of 2017. The increases in LTL tons during the third quarter and first nine months of 2017 were due to increases in LTL shipments and LTL weight per shipment as compared to the respective periods of 2016. LTL tonnage per day increased 8.6% and 5.7% in the third quarter and first nine months of 2017, respectively. We believe these increases were driven by an improving economic environment and increased demand for the consistent levels of premium service that we provide to our customers.

LTL revenue per hundredweight increased 3.6% and 4.6% in the third quarter and first nine months of 2017, respectively, as compared to the third quarter and first nine months of 2016, despite the downward pressure on these metrics created by the increase3.2% decrease in our LTL ~~weight~~tons per shipment and the decline in our average length of haul. We believe these increases in LTL revenue per hundredweight reflect our focus on yield management and an increase in fuel surcharges between the periods compared.day. Excluding fuel surcharges, LTL revenue per hundredweight increased ~~2.4% and 2.9%~~6.7% in the ~~third~~first quarter ~~and first nine months~~ of ~~2017, respectively,~~2024 as compared to the ~~same periods in 2016.~~

~~Most~~first quarter of 2023. We believe this yield improvement reflects our ~~tariffs~~continued focus on revenue quality and ~~contracts provide for a fuel surcharge that~~our consistent, long-term approach to pricing, which is ~~generally indexed to the diesel fuel prices published by the U.S. Department of Energy ("DOE") that reset each week. Our fuel surcharges are~~ designed to offset ~~fluctuations~~our cost inflation and support our continued investments in capacity and technology. The decline in our LTL tons per day was primarily due to the decrease in our LTL weight per shipment, which generally reflects the softness in the ~~cost of petroleum-based products and are one of the many components included~~domestic economic environment.

April 2024 Update

Revenue per day increased 6.3% in ~~the overall negotiated price we charge for our services. As a percent of revenue, fuel surcharges increased to 10.8% for~~

~~the third quarter and first nine months of 2017, as~~April 2024 compared to ~~9.8% and 9.4% for~~ the same periods of 2016. These increases were due primarily to an increase in the average price per gallon for diesel fuel during the third quarter and first nine months of 2017 from the comparable periods of 2016. We regularly monitor the components of our pricing, including base freight rates and fuel surcharges. We also address any individual account profitability issues with our customers as part of our effort to minimize the negative impact on our profitability that would likely result from a rapid and significant change in any of our operating expenses.

~~Fourth Quarter 2017 Update~~

month last year. LTL tons per day increased ~~13.7% in October 2017~~2.3%, due ~~primarily~~ to ~~an 11.1%~~a 3.3% increase in LTL shipments per day, ~~and~~partially offset by a ~~2.3% increase~~1.0% decrease in LTL weight per ~~shipment as compared to October 2016. For October 2017,~~shipment. LTL revenue per hundredweight increased ~~approximately 4.4%~~4.2% as compared to the same month last year.

~~Operating Costs and Other Expenses~~

~~Salaries, wages and benefits for the third quarter of 2017~~ LTL revenue per hundredweight, excluding fuel surcharges, increased $36.7 million, or 8.6%, over the prior-year comparable quarter due to a $29.0 million increase in the costs attributable to salaries and wages and a $7.7 million increase in benefit costs. Salaries, wages and benefits for the first nine months of 2017 increased $85.8 million, or 7.0%, over the prior-year comparable period due to a $65.6 million increase in the costs attributable to salaries and wages and a $20.2 million increase in benefit costs. We intend to hire additional employees during the fourth quarter of 2017 to support our continued growth, which is expected to drive additional increases in employee-related costs.

The increase in the costs attributable to salaries and wages was due primarily to increases in the number of full-time employees and increases in our employees’ wage rates. Our average number of full-time employees increased 4.4% and 1.3% in the third quarter of 2017 and the first nine months of 2017, respectively,4.7% as compared to the same ~~periods~~month last year.

Operating Costs and Other Expenses

Salaries, wages, and benefits increased $16.3 million, or 2.5%, in the first quarter of ~~2016,~~2024 as compared to ~~support our shipment growth. We also provided~~the first quarter of 2023, due primarily to a $16.9 million, or 3.5%, increase in salaries and wages resulting from the annual wage ~~increases~~increase provided to ~~our~~ employees atin September 2023. Our average number of active full-time employees remained consistent between the ~~beginning of both September 2016 and 2017. Although our costs increased, our~~comparable periods.

Our productive labor ~~improved~~costs, which include wages for drivers, platform employees, and fleet technicians, increased as a percent of revenue to ~~27.9%~~24.1% in the first quarter of 2024 as compared to 23.8% in the first quarter of 2023. This slight increase reflects our commitment to delivering superior service while also operating efficiently despite the decrease in volumes during the quarter. Our P&D shipments per hour increased during the first quarter of 2024 as compared to the first quarter of 2023. We had decreases,

however, in our platform productivity metrics and ~~28.1%~~our linehaul laden load factor. These metrics were negatively impacted by the ongoing expansion of our service center network as well as the decrease in our LTL weight per shipment. We were still able to reduce our total intercity miles, which allowed us to manage our linehaul costs as a percent of revenue while also reducing the number of gallons of diesel fuel consumed during the quarter. Our other salaries and wages as a percent of revenue increased to 9.7% in the ~~third~~first quarter ~~and~~of 2024 as compared to 9.2% in the first ~~nine months~~quarter of ~~2017, respectively, from 28.5% and 28.9% of revenue for the same periods of 2016.~~

2023.

The ~~increase in the~~ costs attributable to employee benefits ~~for~~remained relatively consistent in the ~~third~~first quarter ~~and first nine months~~ of ~~2017 was due primarily to the increases in our average number of full-time employees and higher wage rates in 2017~~2024 as compared to ~~2016.~~the same prior year period. Our employee benefit costs also included increased workers' compensation expense, partially offset by lower group health and dental plan costs as compared to the third quarter and first nine months of 2016. Our employee benefit costs,decreased as a percent of salaries and wages ~~decreased~~ to ~~33.7% and 33.4% for~~35.6% in the ~~third~~first quarter ~~and~~of 2024 from 37.0% in the first ~~nine months~~quarter of ~~2017, respectively, from 34.4% and 33.6% for the comparable periods of 2016.~~

2023.

Operating supplies and expenses ~~increased $12.3~~decreased $19.9 million, ~~and $36.2 million~~or 10.4%, in the ~~third~~first quarter ~~and first nine months~~ of ~~2017, respectively,~~2024 as compared to the ~~same prior-year periods.~~first quarter of 2023. 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. ~~The increase in diesel fuel costs, excluding fuel taxes, was due primarily to a 17.0% and 23.3% increase in our~~Our average cost per gallon of diesel fuel decreased 12.1% in the ~~third~~first quarter ~~and first nine months~~ of ~~2017, respectively,~~2024 as compared to the ~~same periods~~first quarter of 2016. In addition, our gallons consumed increased 4.2% and 2.0% in the third quarter and first nine months of 2017, respectively, as compared to the same prior-year periods due primarily to increases in miles driven.2023. We do not use diesel fuel hedging ~~instruments and~~instruments; therefore, our costs are ~~therefore~~ subject to market price fluctuations.

~~General supplies and expenses increased $6.8 million and $14.0 million~~ Our gallons consumed decreased 4.4% in the ~~third~~first quarter ~~and first nine months~~ of ~~2017, respectively,~~2024 as compared to the ~~same prior-year periods. These increases were~~first quarter of 2023 due primarily to a decrease in miles driven as well as an ~~increase~~improvement in our ~~advertising~~miles per gallon. Our other operating supplies and ~~marketing~~expenses also decreased as a percent of revenue between the periods compared, due primarily to lower maintenance and repair costs, ~~and higher costs for technology and related support.~~

as we improve the average age of our fleet by consistently executing our capital expenditure programs.

Depreciation and amortization costs increased ~~$2.9~~$8.6 million, ~~and $12.4 million~~or 11.3%, in the ~~third~~first quarter ~~and first nine months~~ of ~~2017, respectively,~~2024 as compared to the ~~same prior-year periods~~first quarter of 2023, due primarily to the increases in depreciation and amortization costs of the assets acquired as part of our ~~2017~~2023 and 2024 capital expenditure ~~plan.~~programs. We believe depreciation costs will continue to increase in future periods ~~as we execute upon the remainder of~~based on our ~~2017~~2024 capital expenditure ~~program.~~plan. While our investments in real estate, equipment, and technology can increase our costs in the short-term, we ~~remain committed to investing in our business~~believe these investments are necessary to support our continued long-term growth ~~strategy.~~

and strategic initiatives.

Our effective tax rate for the ~~third~~first quarter ~~and first nine months~~ of ~~2017~~2024 was ~~37.8% and 38.3%, respectively,~~25.6% as compared to ~~37.2% and 38.0%, respectively,~~25.8% for ~~each~~the first quarter of ~~the same prior-year periods.~~2023. Our effective tax rate generally exceeds the federal statutory rate ~~of 35%~~ due to the impact of state ~~taxes.~~

taxes and, to a lesser extent, certain other discrete or non-deductible items.

Liquidity and Capital Resources

A summary of our cash flows is presented below:

Nine Months Ended
September 30,
(In thousands) 2017 2016
Cash and cash equivalents at beginning of period $ 10,171
$ 11,472
Cash flows provided by (used in):
Operating activities 388,013
410,128
Investing activities (277,064 ) (346,550 )
Financing activities (43,029 ) (60,036 )
Increase in cash and cash equivalents 67,920
3,542
Cash and cash equivalents at end of period $ 78,091
$ 15,014

~~Cash~~


	Three Months Ended
	March 31,
(In thousands)	2024			2023
Cash and cash equivalents at beginning of period	$	433,799		$	186,312
Cash flows provided by (used in):
Operating activities		423,893			415,367
Investing activities		(117,952	)		(199,875	)
Financing activities		(158,766	)		(194,180	)
Increase in cash and cash equivalents		147,175			21,312
Cash and cash equivalents at end of period	$	580,974		$	207,624

The change in our cash flows provided by operating activities ~~decreased~~ during the first ~~nine months~~quarter of ~~2017~~2024 as compared to ~~2016~~the first quarter of 2023 was due primarily to increases in net income and depreciation, as well as fluctuations in ~~accounts receivable and other~~certain working capital accounts.

The ~~net decrease from these fluctuations was partially offset by the increase~~decline in ~~net income.~~

~~The change in~~our cash flows used in investing activities during the first ~~nine months~~quarter of ~~2017~~2024 as compared to ~~2016~~the first quarter of 2023 was due primarily to fluctuations in the timing of ~~equipment purchases~~our expenditures under our capital expenditure ~~plans.~~programs. Capital expenditures for tractors and trailers were higher in the first quarter of 2023, due to delivery delays under our 2022 capital expenditure program. The majority of our equipment is generally delivered during the second and third quarters, and our deliveries under our 2024 capital expenditure program are in line with our historical trend. Changes in our capital expenditures are more fully described below in “~~Capital Expenditures~~.“Capital Expenditures.”

The ~~change~~decrease in our cash flows used in financing activities during the first ~~nine months~~quarter of ~~2017~~2024 as compared to ~~2016~~the first quarter of 2023 was due primarily to ~~fluctuations in capital returned~~lower repurchases of our common stock, the impact of which was partially offset by higher cash utilized for dividend payments to ~~shareholders and fluctuations in~~ our ~~long-term debt, which includes our senior unsecured revolving line of credit.~~shareholders. Our return of capital to shareholders is more fully described below under "~~Stock~~“Stock Repurchase ~~Program~~"Program” and "~~Dividends~~“Dividends to ~~Shareholders," respectively.~~Shareholders.”

We have ~~three~~four primary sources of available liquidity: cash ~~and cash equivalents, cash~~ flows from operations, our existing cash and cash equivalents, available borrowings under our ~~senior unsecured revolving~~third amended and restated credit agreement ~~which~~with Wells Fargo Bank, National Association serving as administrative agent for the lenders, dated March 22, 2023 (the “Credit Agreement”), and our Note Purchase and Private Shelf Agreement with PGIM, Inc. (“Prudential”) and certain affiliates and managed accounts of Prudential, as amended by the First Amendment dated March 22, 2023 (as amended, the “Note Agreement”). The Credit Agreement and the Note Agreement are described ~~below.~~in more detail below under “Financing Arrangements.” We believe we also have sufficient access to debt and equity markets to provide other sources of liquidity, if needed.

Capital Expenditures

The table below sets forth our net capital expenditures for property and equipment ~~including capital assets obtained through capital leases,~~ for the ~~nine-month~~three-month period ended ~~September 30, 2017~~March 31, 2024 and the years ended December 31, ~~2016~~, ~~2015~~2023 and ~~2014~~:

September 30, December 31,
(In thousands) 2017 2016 2015 2014
Land and structures $ 109,257
$ 161,646
$ 153,460
$ 117,487
Tractors 117,924
114,166
128,911
91,750
Trailers 27,227
94,040
114,209
80,853
Technology 13,309
18,428
32,044
38,264
Other equipment and assets 21,123
29,661
36,987
39,326
Proceeds from sales (9,637 ) (10,541 ) (24,442 ) (21,866 )
Total $ 279,203
$ 407,400
$ 441,169
$ 345,814

2022:


	March 31,			December 31,
(In thousands)	2024			2023			2022
Land and structures	$	91,965		$	291,070		$	299,529
Tractors		8,681			203,417			148,719
Trailers		1,473			181,534			216,697
Technology		7,224			44,358			33,783
Other equipment and assets		10,169			36,930			68,920
Proceeds from sales		(1,559	)		(48,637	)		(22,096	)
Total	$	117,953		$	708,672		$	745,552

Our capital expenditures ~~varied~~vary based upon the ~~projected increase~~change in the number and size of our service center facilities necessary to support our plan for long-term growth, our planned tractor and trailer replacement

cycle, and forecasted tonnage and shipment growth. Expenditures for land and structures can be dependent upon the availability of land in the geographic areas where we are looking to expand. We historically spend 10% to 15% of our revenue on capital expenditures each year. We expect to continue to maintain a high level of capital expenditures in order to support our long-term plan for market share growth.

We currently estimate capital expenditures will be approximately ~~$400~~$750 million for the year ending December 31, ~~2017.~~2024. Approximately ~~$185~~$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 ~~$170~~$325 million is allocated for the purchase of tractors and trailers; and approximately ~~$45~~$75 million is allocated for investments in technology and other assets. We expect to fund these capital expenditures primarily through cash flows from operations, ~~and~~ our existing cash and cash ~~equivalents.~~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.

~~Dividends to Shareholders~~

Stock Repurchase Program

On ~~February 2, 2017,~~July 28, 2021, we announced that our Board of Directors had ~~declared~~approved a ~~quarterly cash dividend~~stock repurchase program authorizing us to repurchase up to an aggregate of ~~$0.10 per share,~~$2.0 billion of our outstanding common stock (the “2021 Repurchase Program”). The 2021 Repurchase Program, which ~~was paid on~~does not have an expiration date, began after completion of our prior repurchase program in January 2022. At March ~~20, 2017 to shareholders of record at the close of business on March 6, 2017.~~ 31, 2024, our 2021 Repurchase Program had $140.2 million remaining authorized.

On ~~May 17, 2017,~~July 26, 2023, we announced that our Board of Directors had ~~declared~~approved a ~~quarterly cash dividend~~new stock repurchase program authorizing us to repurchase up to an aggregate of ~~$0.10 per share,~~$3.0 billion of our outstanding common stock. The new repurchase program, which ~~was paid on June 20, 2017~~does not have an expiration date, will be effective upon the completion of our 2021 Repurchase Program.

Under our repurchase programs, we may repurchase shares from time to ~~shareholders~~time in open market purchases or through privately negotiated transactions. Shares of ~~record~~our common stock repurchased under our repurchase programs are canceled at the ~~close~~time of ~~business on June 6, 2017.~~ repurchase and are classified as authorized but unissued shares of our common stock.

Dividends to Shareholders

On ~~July 31, 2017,~~February 16, 2024, we announced that our Board of Directors ~~had declared~~approved a ~~quarterly cash dividend~~two-for-one split of ~~$0.10 per share, which was paid on September 20, 2017 to~~our common stock for shareholders of record atas of the close of business on ~~September 6, 2017.~~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.

Our Board of Directors also declared a cash dividend of $0.26 per share for the first 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 ~~revolving credit facility.~~Credit Agreement and Note Agreement. We anticipate that any future quarterly cash dividends will be funded through cash flows from operations, our existing cash and cash equivalents, short-term investments, and, if needed, borrowings under our ~~revolving credit facility. We did not declare~~Credit Agreement or ~~pay a dividend on our common stock in 2016 or 2015.~~

~~Stock Repurchase Program~~

~~During~~Note Agreement.

Financing Agreements

Note Agreement

The Note Agreement, which is uncommitted and subject to Prudential’s sole discretion, provides for the ~~second quarter~~issuance of ~~2016, we completed our stock repurchase program, previously announced on November 10, 2014, to repurchase~~senior promissory notes with an aggregate principal amount of up to ~~an aggregate of $200.0~~$350.0 million ~~of our outstanding common stock.~~through March 22, 2026. On May ~~23, 2016,~~4, 2020, we ~~announced that our Board~~issued $100.0 million aggregate principal amount of ~~Directors had approved a new two-year stock repurchase program authorizing us to repurchase up to an aggregate of $250.0 million of our outstanding common stock~~senior promissory notes (the ~~“2016 Repurchase Program”~~“Series B Notes”). Under the 2016 Repurchase Program, we may repurchase shares from time to time in open market purchases or through privately negotiated transactions. Shares of our common stock repurchased under our repurchase program are canceled at the time of repurchase and are classified as authorized but unissued shares of our common stock. As of September 30, 2017, we had $192.0 million remaining authorizedBorrowing availability under the ~~2016 Repurchase Program.~~

~~Financing Agreements~~

~~We had one~~Note Agreement is reduced by the outstanding amount of the existing Series B Notes, and all other senior promissory notes issued pursuant to the Note Agreement.

The Series B Notes bear interest at 3.10% per annum and mature on May 4, 2027, unless prepaid. Our first principal payment of $20.0 million was paid on May 4, 2023. The remaining $80.0 million will be paid in four equal annual installments of $20.0 million through May 4, 2027. The Series B Notes are senior unsecured obligations and rank pari passu with borrowings under the Credit Agreement or other senior note agreement with an amount outstanding of $95.0 million at each of September 30, 2017 and December 31, 2016. Our unsecured senior note agreement calls for two scheduled principal payments of $50.0 million and $45.0 million on January 3, 2018 and January 3, 2021, respectively. Interest rates onpromissory notes issued pursuant to the January 3, 2018 and January 3, 2021 scheduled principal payments are 4.00% and 4.79%, respectively. The effective average interest rate on our outstanding senior note agreement was 4.37% at each of September 30, 2017 and December 31, 2016.

On December 15, 2015, we entered into an amended and restated credit agreement with Wells Fargo Bank, National Association ("Wells Fargo") serving as administrative agent for the lenders (the "Credit Agreement"). Note Agreement.

Credit Agreement

The Credit Agreement ~~originally provided~~provides for a five-year, $250.0 million senior unsecured revolving line of credit and a ~~$100.0~~$150.0 million accordion feature, which if fully exercised and approved, would expand the total borrowing capacity up to an aggregate of ~~$350.0 million.~~

On September 9, 2016, we exercised a portion of the accordion feature and entered into an amendment to the Credit Agreement to increase the aggregate commitments from existing lenders by $50.0 million to an aggregate of $300.0$400.0 million. Of the ~~$300.0~~$250.0 million line of credit commitments under the Credit Agreement, ~~as amended,~~ up to

~~$100.0~~ $100.0 million may be used for letters of ~~credit and $30.0 million may be used for~~credit.

At our option, borrowings under the ~~Wells Fargo Sweep Plus Loan Program (the "Sweep Program")~~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%. ~~We utilize~~The applicable margin for each of the ~~Sweep Program~~foregoing options is dependent upon our consolidated debt to ~~manage~~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 ~~daily cash needs, as it automatically initiates borrowings~~consolidated debt to ~~cover overnight cash requirements primarily for working capital needs.~~

consolidated total capitalization ratio) are charged quarterly in arrears on the aggregate unutilized portion of the Credit Agreement.

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

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

(In thousands) September 30, December 31,
2017 2016
Facility limit $ 300,000
$ 300,000
Line of credit borrowings —
(9,975 )
Outstanding letters of credit (71,368 ) (74,611 )
Available borrowing capacity $ 228,632

$ 215,414

~~With the exception of borrowings pursuant to the~~


	March 31,			December 31,
(In thousands)	2024			2023
Facility limit	$	250,000		$	250,000
Line of credit borrowings		—			—
Outstanding letters of credit		(38,106	)		(39,966	)
Available borrowing capacity	$	211,894		$	210,034

General Debt Provisions

The Credit Agreement interest rates are fixed on all of our debt instruments. Therefore, short-term exposure to fluctuations in interest rates is limited to our line of credit facility. We do not currently use interest rate derivative instruments to manage exposure to interest rate changes.

~~Our senior note agreement~~ and ~~Credit~~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. ~~Any future wholly-owned material domestic subsidiaries of the Company would be required to guarantee payment of all of our obligations under these agreements.~~ The Credit Agreement and Note

Agreement also ~~includes~~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).

A significant decrease in demand for our services could limit our ability to generate cash flow and affect profitability. Most of our debt agreements have covenants that require stated levels of financial performance, which if not achieved could cause acceleration of the payment schedules. As of September 30, 2017, we We were in compliance with ~~these covenants.~~ all covenants in our outstanding debt instruments for the period ended March 31, 2024.

We do not anticipate ~~a significant decline in business levels or~~ 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, ~~2016~~2023 that we believe affect our judgments and estimates of amounts recorded ~~for~~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 ~~or freight mix~~ changes, could cause variation in these trends. ~~Operating~~Our revenue and operating margins in the first and fourth quarters are typically lower than those during the second and third quarters due to ~~fewer~~reduced shipments during the winter months. We believe seasonal trends will continue to impact our business. Harsh winter weather, orhurricanes, tornadoes, floods and other natural disasters ~~such as hurricanes, tornadoes and floods,~~ can also adversely impact our performance by reducing demand and increasing operating expenses. ~~We believe seasonal trends will continue to impact our business.~~

Environmental Regulation

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

competitive position or capital expenditures for ~~the remainder of 2017 or~~ fiscal year ~~2018.~~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, ~~2016~~2023 and in other reports and statements that we file with the ~~SEC.~~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 ~~competitive environment~~challenges associated with ~~respect to industry capacity and pricing, including the use of fuel surcharges, which could negatively impact~~executing our ~~total overall pricing~~growth strategy, and developing, marketing and consistently delivering high-quality services that meet customer expectations;

•

changes in our ~~ability~~relationships with significant customers;

•

our exposure to ~~cover~~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 ~~operating expenses;~~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, ~~and~~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 ~~associated with executing our growth strategy,~~and to attract or retain qualified employees, including drivers and maintenance technicians;

•

our ability to ~~successfully consummate~~retain our key employees and ~~integrate any acquisitions;~~continue to effectively execute our succession plan;

~~changes in our goals and strategies, which are subject to change at any time at our discretion;~~

•

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

~~increases in driver compensation or difficulties attracting and retaining qualified drivers to meet freight demand;~~

our exposure to claims related to cargo loss and damage, property damage, personal injury, workers' compensation, group health and group dental, including increased premiums, adverse loss development, increased self-insured retention levels and claims in excess of insured coverage levels;

~~cost increases associated with employee benefits, including costs associated with employee healthcare plans;~~

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

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

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

~~the availability and cost of diesel fuel;~~

~~the~~potential costs and ~~potential~~ liabilities related to compliance with, or violations of, existing or future governmental laws and regulations, including environmental laws, engine emissions standards, hours-of-service for our drivers, driver fitness requirements and new safety standards for drivers and equipment;

~~the costs and potential liabilities related to various legal proceedings and claims that have arisen in the ordinary course of our business, some of which include class-action allegations;~~

~~the costs and potential liabilities related to governmental proceedings, inquiries, notices or investigations;~~

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

the costs and potential adverse impact of compliance with, or violations of, current and future rules issued by the Department of Transportation, the Federal Motor Carrier Safety Administration (the “FMCSA”) and other regulatory agencies;

the costs and potential adverse impact of compliance associated with addressing interoperability between legacy electronic automatic on-board recording devices and electronic logging devices (“ELDs”) that comply with FMCSA’s ELD regulations and guidance;

~~seasonal trends in the less-than-truckload industry, including harsh weather conditions and disasters;~~

~~our dependence on key employees;~~

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

~~the costs and potential adverse impact associated with future changes in accounting standards or practices;~~

~~potential costs~~ 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 ~~costs~~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 ~~potential adverse impact associated with transitional challenges in upgrading or enhancing~~maintain our ~~technology systems;~~customer relationships;

~~damage to our reputation through unfavorable publicity;~~

•

the costs and potential adverse impact of compliance with, ~~anti-terrorism measures on our business;~~or violations of, current and future rules issued by the Department of Transportation, the FMCSA and other regulatory agencies;

~~dilution~~•

the costs and potential liabilities related to compliance with, or violations of, existing ~~shareholders caused by any issuance~~or future governmental laws and regulations, including environmental laws;

•

the effects of ~~additional equity;~~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 ~~a quarterly cash dividend~~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) as these statements are neither a prediction nor a guarantee of future events or ~~circumstances~~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, ~~2016.~~

2023.

Item 4. Controls and Procedures

Evaluation of disclosure controls and procedures


a)	~~Evaluation of disclosure controls and procedures~~

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

Changes in internal control over financial reporting


b)	~~Changes in internal control over financial reporting~~

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

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

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

Consistent with SEC Regulation S-K Item 103, we have elected to disclose any environmental legal proceedings with a governmental authority if management reasonably believes that the proceedings may involve potential monetary sanctions of $1.0 million or more. Applying this threshold, there are no such unresolved proceedings to disclose for the three months ended March 31, 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, ~~2016,~~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~~first quarter of ~~2017:~~

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
January 1-31, 2024		252,044	$	195.22		240,948	$	178,481,387
February 1-28, 2024		146,730	$	209.08		117,516	$	154,096,030
March 1-31, 2024		66,618	$	220.29		63,292	$	140,156,843
Total		465,392	$	203.18		421,756

(1)

Total number of shares purchased during the quarter includes 43,636 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.

ISSUER PURCHASES OF EQUITY SECURITIES

Total Number of Shares Purchased Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Programs Approximate Dollar Value of Shares that May Yet Be Purchased Under the Programs

July 1-31, 2017 1,651 $ 94.81
1,651
$ 192,680,542
August 1-31, 2017 7,654 $ 94.21
7,654
$ 191,959,458
September 1-30, 2017 — $ —
—
$ 191,959,458
Total 9,305 $ 94.32
9,305

(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 ~~May 23, 2016,~~July 28, 2021, we announced that our Board of Directors had approved a ~~two-year~~ stock repurchase program authorizing us to repurchase up to an aggregate of ~~$250.0 million~~$2.0 billion of our outstanding common stock (the ~~“2016~~“2021 Repurchase Program”). ~~Under the 2016~~The 2021 Repurchase Program, which does not have an expiration date, began after the completion of our prior repurchase program in January 2022. At March 31, 2024, our 2021 Repurchase Program had $140.2 million remaining authorized.

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

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 ~~program~~programs are canceled at the time of repurchase and are classified as authorized but unissued shares of our common stock.

Item 6. Exhibits

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

EXHIBIT INDEX

TO QUARTERLY REPORT ON FORM 10-Q


Exhibit No.		Description

~~Exhibit No.~~ 31.1	~~Description~~

~~31.1~~	Certification Pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2		Certification Pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1		Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2		Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101		The following financial information from our Quarterly Report on Form 10-Q for the quarter ended ~~September 30, 2017,~~March 31, 2024, filed on ~~November 6, 2017,~~May 7, 2024, formatted in ~~XBRL (eXtensible~~iXBRL (Inline eXtensible Business Reporting Language) includes: (i) the Condensed Balance Sheets at ~~September 30, 2017~~March 31, 2024 and December 31, ~~2016,~~2023, (ii) the Condensed Statements of Operations for the three ~~and nine~~ months ended ~~September 30, 2017~~March 31, 2024 and ~~2016,~~2023, (iii) the Condensed Statements of Changes in Shareholders’ Equity for the three months ended March 31, 2024 and 2023, (iv) the Condensed Statements of Cash Flows for the ~~nine~~three months ended ~~September 30, 2017~~March 31, 2024 and ~~2016,~~2023, and ~~(iv)~~(v) the Notes to the Condensed Financial Statements

104		The cover page from our Quarterly Report on Form 10-Q for the quarter ended March 31, 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, 2017~~ May 7, 2024	/s/ ADAM N. SATTERFIELD
		Adam N. Satterfield
		~~Senior~~ Executive Vice President ~~- Finance~~ and Chief Financial Officer (Principal Financial Officer)

DATE:	~~November 6, 2017~~ May 7, 2024	/s/ KIMBERLY S. MAREADY
		Kimberly S. Maready
		Vice President - Accounting and Finance (Principal Accounting Officer)

~~EXHIBIT INDEX~~

~~TO QUARTERLY REPORT ON FORM 10-Q~~



~~Exhibit No.~~	~~Description~~

~~31.1~~	~~Certification Pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002~~

~~31.2~~	~~Certification Pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002~~

~~32.1~~	~~Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002~~

~~32.2~~	~~Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002~~

~~101~~	The following financial information from our Quarterly Report on Form 10-Q for the quarter ended September 30, 2017, filed on November 6, 2017, formatted in XBRL (eXtensible Business Reporting Language) includes: (i) the Condensed Balance Sheets at September 30, 2017 and December 31, 2016, (ii) the Condensed Statements of Operations for the three and nine months ended September 30, 2017 and 2016, (iii) the Condensed Statements of Cash Flows for the nine months ended September 30, 2017 and 2016, and (iv) the Notes to the Condensed Financial Statements

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




~~VIRGINIA~~ Virginia		56-0751714
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)




500 Old Dominion Way Thomasville, North Carolina		27360
(Address of principal executive offices)		(Zip Code)


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock ($0.10 par value)	ODFL	The Nasdaq Stock Market LLC




Large accelerated filer	x ☒	Accelerated filer	o ☐

Non-accelerated filer	o ~~(Do not check if a smaller reporting company)~~ ☐	Smaller reporting company	o ☐

		Emerging growth company	o ☐


(In thousands)	March 31, 2024			December 31, 2023
Senior notes	$	79,980		$	79,977
Revolving credit facility		—			—
Total long-term debt		79,980			79,977
Less: Current maturities		(20,000	)		(20,000	)
Total maturities due after one year	$	59,980		$	59,977


☒
x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


☐
o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



(In thousands)	September 30, 2017			December 31, 2016
Senior notes	$	95,000		$	95,000
Revolving credit facility	—			9,975
Total long-term debt	95,000			104,975
Less: Current maturities	(50,000		)	—
Total maturities due after one year	$	45,000		$	104,975



ISSUER PURCHASES OF EQUITY SECURITIES

	Total Number of Shares Purchased	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Programs	Approximate Dollar Value of Shares that May Yet Be Purchased Under the Programs
	Total Number of Shares Purchased	Average Price Paid per Share
July 1-31, 2017	1,651	$	94.81	1,651	$	192,680,542
August 1-31, 2017	7,654	$	94.21	7,654	$	191,959,458
September 1-30, 2017	—	$	—	—	$	191,959,458
Total	9,305	$	94.32	9,305