Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of ~~April 30, 2021~~May 3, 2022 there were ~~115,964,663~~113,353,760 shares of the registrant’s Common Stock ($0.10 par value) outstanding.

	March 31,						March 31,
	2021			December 31,			2022			December 31,
(In thousands, except share and per share data)	(Unaudited)			2020			(Unaudited)			2021
ASSETS
Current assets:
Cash and cash equivalents	$	351,900		$	401,430		$	262,122		$	462,564
Short-term investments		310,193			330,274			279,183			254,433
Customer receivables, less allowances of $9,498 and $8,979, respectively		496,125			444,653
Customer receivables, less allowances of $12,118 and $9,855, respectively								669,042			567,474
Income taxes receivable								—			19,218
Other receivables		9,553			9,569			12,347			12,410
Prepaid expenses and other current assets		55,490			57,413			58,263			67,688
Total current assets		1,223,261			1,243,339			1,280,957			1,383,787

Property and equipment:
Revenue equipment		1,894,361			1,885,649			2,156,600			2,146,205
Land and structures		2,254,491			2,218,290			2,508,592			2,463,949
Other fixed assets		481,364			475,264			530,304			512,340
Leasehold improvements		12,975			12,226			13,486			13,131
Total property and equipment		4,643,191			4,591,429			5,208,982			5,135,625
Accumulated depreciation		(1,735,519	)		(1,677,398	)		(1,983,674	)		(1,919,939	)
Net property and equipment		2,907,672			2,914,031			3,225,308			3,215,686

Other assets		220,930			212,040			216,385			222,071
Total assets	$	4,351,863		$	4,369,410		$	4,722,650		$	4,821,544

Note: The Condensed Balance Sheet at December 31, ~~2020~~2021 has been derived from the audited financial statements at that date, but does not include all of the information and notes required by U.S. generally accepted accounting principles for complete financial statements.

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

	March 31,				March 31,
	2021		December 31,		2022		December 31,
(In thousands, except share and per share data)	(Unaudited)		2020		(Unaudited)		2021
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	88,452	$	68,511	$	117,850	$	82,519
Compensation and benefits		209,143		191,303		223,096		257,905
Claims and insurance accruals		54,304		53,092		63,229		61,822
Other accrued liabilities		87,019		51,513		91,135		61,988
Income taxes payable		74,944		8,711		83,286	—
Total current liabilities		513,862		373,130		578,596		464,234

Long-term liabilities:
Long-term debt		99,935		99,931		99,951		99,947
Other non-current liabilities		325,939		349,851		292,078		328,838
Deferred income taxes		220,210		220,210		248,718		248,718
Total long-term liabilities		646,084		669,992		640,747		677,503
Total liabilities		1,159,946		1,043,122		1,219,343		1,141,737

Commitments and contingent liabilities

Shareholders’ equity:
Common stock - $0.10 par value, 280,000,000 shares authorized, 115,964,663 and 117,057,696 shares outstanding at March 31, 2021 and December 31, 2020, respectively		11,596		11,706
Common stock - $0.10 par value, 280,000,000 shares authorized, 113,761,155 and 115,011,172 shares outstanding at March 31, 2022 and December 31, 2021, respectively						11,376		11,501
Capital in excess of par value		156,126		226,451		133,172		174,445
Retained earnings		3,024,195		3,088,131		3,358,759		3,493,861
Total shareholders’ equity		3,191,917		3,326,288		3,503,307		3,679,807
Total liabilities and shareholders’ equity	$	4,351,863	$	4,369,410	$	4,722,650	$	4,821,544

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

	Three Months Ended						Three Months Ended
	March 31,						March 31,
(In thousands, except share and per share data)	2021			2020			2022			2021
Revenue from operations	$	1,126,515		$	987,364		$	1,497,280		$	1,126,515

Operating expenses:
Salaries, wages and benefits		545,659			524,483			680,189			545,659
Operating supplies and expenses		124,156			107,693			191,357			124,156
General supplies and expenses		31,168			33,608			35,513			31,168
Operating taxes and licenses		31,266			29,314			35,076			31,266
Insurance and claims		12,922			9,850			16,107			12,922
Communications and utilities		8,196			8,191			9,876			8,196
Depreciation and amortization		63,987			65,435			67,340			63,987
Purchased transportation		34,714			20,800			52,500			34,714
Miscellaneous expenses, net		4,790			4,820			3,704			4,790
Total operating expenses		856,858			804,194			1,091,662			856,858

Operating income		269,657			183,170			405,618			269,657

Non-operating expense (income):
Interest expense		507			100			73			507
Interest income		(286	)		(1,248	)		(129	)		(286	)
Other expense, net		128			3,617			605			128
Total non-operating expense		349			2,469			549			349

Income before income taxes		269,308			180,701			405,069			269,308

Provision for income taxes		69,949			47,524			105,318			69,949

Net income	$	199,359		$	133,177		$	299,751		$	199,359

Earnings per share:
Basic	$	1.71		$	1.12		$	2.62		$	1.71
Diluted	$	1.70		$	1.11		$	2.60		$	1.70

Weighted average shares outstanding:
Basic		116,497,893			119,050,174			114,418,703			116,497,893
Diluted		117,255,740			119,805,572			115,172,776			117,255,740

Dividends declared per share	$	0.20		$	0.15		$	0.30		$	0.20

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

(In thousands)	Common Stock			Capital in Excess of Par Value			Retained Earnings			Total
Balance as of December 31, 2021	$	11,501		$	174,445		$	3,493,861		$	3,679,807
Net income		—			—			299,751			299,751
Share repurchases, including settlements under accelerated share repurchase programs		(127	)		62,500			(400,725	)		(338,352	)
Forward contract for accelerated share repurchases		—			(100,000	)		—			(100,000	)
Cash dividends declared		—			—			(34,128	)		(34,128	)
Share-based compensation and share issuances, net of forfeitures		5			4,286			—			4,291
Taxes paid in exchange for shares withheld		(3	)		(8,059	)		—			(8,062	)
Balance as of March 31, 2022	$	11,376		$	133,172		$	3,358,759		$	3,503,307


(In thousands)	Common Stock			Capital in Excess of Par Value			Retained Earnings			Total
Balance as of December 31, 2020	$	11,706		$	226,451		$	3,088,131		$	3,326,288
Net income		—			—			199,359			199,359
Share repurchases		(113	)		—			(240,102	)		(240,215	)
Forward contract for accelerated share repurchases		—			(68,750	)		—			(68,750	)
Cash dividends declared		—			—			(23,193	)		(23,193	)
Share-based compensation and share issuances, net of forfeitures		5			2,964			—			2,969
Taxes paid in exchange for shares withheld		(2	)		(4,539	)		—			(4,541	)
Balance as of March 31, 2021	$	11,596		$	156,126		$	3,024,195		$	3,191,917

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

	Three Months Ended
	March 31,
(In thousands)	2022			2021
Cash flows from operating activities:
Net income	$	299,751		$	199,359
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		67,344			63,991
(Gain) Loss on disposal of property and equipment		(1,205	)		603
Other, net		8,115			6,124
Changes in operating assets and liabilities, net		14,720			40,231
Net cash provided by operating activities		388,725			310,308

Cash flows from investing activities:
Purchase of property and equipment		(93,713	)		(50,953	)
Proceeds from sale of property and equipment		10,455			7,656
Purchase of short-term investments		(75,162	)		(89,965	)
Proceeds from maturities of short-term investments		49,966			110,190
Net cash used in investing activities		(108,454	)		(23,072	)

Cash flows from financing activities:
Payments for share repurchases		(338,352	)		(240,215	)
Forward contract for accelerated share repurchases		(100,000	)		(68,750	)
Dividends paid		(34,196	)		(23,232	)
Other financing activities, net		(8,165	)		(4,569	)
Net cash used in financing activities		(480,713	)		(336,766	)

Decrease in cash and cash equivalents		(200,442	)		(49,530	)
Cash and cash equivalents at beginning of period		462,564			401,430
Cash and cash equivalents at end of period	$	262,122		$	351,900

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

Three Months Ended

March 31,

(In thousands)
2021

2020

Common stock:

Beginning balance
$
11,706

$
11,953

Share repurchases

(113
)

(143
)
Share-based compensation and share issuances

5

6

Taxes paid in exchange for shares withheld

(2
)

(2
)
Cash paid for fractional shares

—

(1
)
Ending balance

11,596

11,813

Capital in excess of par value:

Beginning balance

226,451

218,462

Share-based compensation and share issuances

2,964

2,067

Taxes paid in exchange for shares withheld

(4,539
)

(2,731
)
Forward contract for accelerated share repurchases

(68,750
)

—

Cash paid for fractional shares

—

(611
)
Ending balance

156,126

217,187

Retained earnings:

Beginning balance

3,088,131

2,850,302

Share repurchases

(240,102
)

(178,151
)
Cash dividends declared

(23,193
)

(18,279
)
Net income

199,359

133,177

Ending balance

3,024,195

2,787,049

Total shareholders' equity
$
3,191,917

$
3,016,049

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

Three Months Ended

March 31,

(In thousands)

2021

2020

Cash flows from operating activities:

Net income

$
199,359

$
133,177

Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation and amortization

63,991

65,435

Loss on disposal of property and equipment

603

78

Other operating activities, net

6,124

4,845

Changes in operating assets and liabilities, net

40,231

483

Net cash provided by operating activities

310,308

204,018

��

Cash flows from investing activities:

Purchase of property and equipment

(50,953
)

(52,211
)
Proceeds from sale of property and equipment

7,656

1,543

Purchase of short-term investments

(89,965
)

—

Proceeds from maturities of short-term investments

110,190

—

Net cash used in investing activities

(23,072
)

(50,668
)

Cash flows from financing activities:

Payments for share repurchases

(240,215
)

(178,294
)
Forward contract for accelerated share repurchases

(68,750
)

—

Dividends paid

(23,232
)

(18,310
)
Other financing activities, net

(4,569
)

(3,345
)
Net cash used in financing activities

(336,766
)

(199,949
)

Decrease in cash and cash equivalents

(49,530
)

(46,599
)
Cash and cash equivalents at beginning of period

401,430

403,571

Cash and cash equivalents at end of period

$
351,900

$
356,972

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

We are one of the largest North American less-than-truckload (“LTL”) motor carriers. We provide regional, inter-regional and national LTL services through a single integrated, union-free organization. Our service offerings, which include expedited transportation, are provided through an expansive network of service centers located throughout the continental United States. Through strategic alliances, we also provide LTL services throughout North America. In addition to our core LTL services, we offer a range of value-added services including container drayage, truckload brokerage and supply chain consulting. We have 1 operating segment and the composition of our revenue is summarized below:

	Three Months Ended				Three Months Ended
	March 31,				March 31,
(In thousands)	2021		2020		2022		2021
LTL services	$	1,109,621	$	974,431	$	1,475,781	$	1,109,622
Other services		16,894		12,933		21,499		16,893
Total revenue from operations	$	1,126,515	$	987,364	$	1,497,280	$	1,126,515

The accompanying unaudited, interim condensed financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and, in management’s opinion, contain all adjustments (consisting of normal recurring items) necessary for a fair presentation, in all material respects, of the financial position and results of operations for the periods presented. Accordingly, they do not include all of the information and notes required by U.S. GAAP for complete financial statements.

The preparation of condensed financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions. Such estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the condensed financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Our operating results are subject to seasonal trends; therefore, the results of operations for the interim period ended March 31, ~~2021~~2022 are not necessarily indicative of the results that may be expected for the subsequent quarterly periods or the year ending December 31, ~~2021.~~2022.

The condensed financial statements should be read in conjunction with the financial statements and related notes, which appear in our Annual Report on Form 10-K for the year ended December 31, ~~2020.~~2021. There have been no significant changes in the accounting principles and policies, long-term contracts or estimates inherent in the preparation of the condensed financial statements of Old Dominion Freight Line, Inc. as previously described in our Annual Report on Form 10-K for the year ended December 31, ~~2020,~~2021, other than those disclosed in this Form 10-Q.

Unless the context requires otherwise, references in these Notes to “Old Dominion,” the “Company,” “we,” “us” and “our” refer to Old Dominion Freight Line, Inc.

On May 1, 2020, we announced that our Board of Directors had approved a ~~new~~ two-year stock repurchase program authorizing us to repurchase up to an aggregate of $700.0 million of our outstanding common stock (the “2020 Repurchase Program”). The 2020 Repurchase Program became effective upon the termination of our $350.0 million repurchase program on May 29, 2020. ~~Under~~On July 28, 2021, we announced that our Board of Directors had approved a new stock repurchase program authorizing us to repurchase up to an aggregate of $2.0 billion of our outstanding common stock (the “2021 Repurchase Program”). The 2021 Repurchase Program, which does not have an expiration date, began after the completion of the 2020 Repurchase Program in January 2022.

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

~~On February 25, 2021, we~~We entered into an accelerated share repurchase ~~agreement (the “ASR Agreement”)~~agreements with a third-party financial institution ~~as part~~on each of ~~our 2020 Repurchase Program.~~ February 25, 2021 (the “February 2021 ASR Agreement”), August 26, 2021 (the “August 2021 ASR Agreement”) and February 24, 2022 (the “February 2022 ASR Agreement”).

Under the February 2021 ASR Agreement, we ~~paid~~made a prepayment of $275.0 million to the ~~third-party~~ financial institution ~~$275.0 million~~ and received an initial delivery of 960,330 shares of our common stock valued at $206.3 million. The remaining balance of $68.7 million was settled during the third quarter of 2021, 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 February 2021 ASR Agreement, we repurchased 1,101,046 shares for ~~$206.3~~$275.0 million.

Under the August 2021 ASR Agreement, we made a prepayment of $250.0 million to the financial institution and received an initial delivery of 655,365 shares of our common stock valued at $187.5 million. The remaining balance of $62.5 million was settled during the first quarter of 2022, 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 August 2021 ASR Agreement, we repurchased 778,775 shares for $250.0 million.

Under the February 2022 ASR Agreement, we paid the third-party financial institution $400.0 million and received an initial delivery of 1,018,157 shares of our common stock for $300.0 million, representing approximately 75% of the total value of shares to be received by us under the February 2022 ASR Agreement. The remaining ~~shares are expected to settle~~balance of $100.0 million was settled during the third quarter of 2021, but may settle earlier in certain circumstances. At final settlement, we may receive additional shares of our common stock, or, under certain circumstances, we may be required to provide the third-party financial institution additional shares or may elect to make a cash payment to the third-party financial institution as part ofApril 2022, with the final ~~settlement. The total~~number of shares ~~repurchased~~

~~will be~~received based on the daily volume-weighted average share price of our common stock ~~during~~over the term of the ~~ASR Agreement,~~agreement, less a negotiated discount. Under the February 2022 ASR Agreement, we repurchased 1,390,966 shares for $400.0 million.

The ~~ASR Agreement was~~Company’s accelerated share repurchase agreements are each accounted for as a settled treasury stock purchase and a forward stock purchase contract. The par value of the initial share delivery ~~was~~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 ~~Statements of Changes in Shareholders’ Equity.~~ Balance Sheets.

During the three months ended March 31, ~~2021,~~2022, we ~~repurchased 1,127,032~~utilized cash of $438.4 million for repurchases of shares in the open market and under the February 2022 ASR Agreement. We received total shares of ~~our common stock~~1,273,060 during the first quarter of 2022, including 123,410 shares for ~~$240.2 million under our repurchase program, including shares repurchased~~the settlement of the August 2021 ASR Agreement. At March 31, 2022, we had $1.62 billion remaining available under the 2021 Repurchase Program, including $100.0 million that was deferred until final settlement occurred on the February 2022 ASR ~~Agreement. As of March 31, 2021, we had $315.0 million~~Agreement, leaving $1.52 billion remaining ~~authorized under the 2020 Repurchase Program.~~available and uncommitted.

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				Three Months Ended
	March 31,				March 31,
	2021		2020		2022		2021
Weighted average shares outstanding - basic		116,497,893		119,050,174		114,418,703		116,497,893
Dilutive effect of share-based awards		757,847		755,398		754,073		757,847
Weighted average shares outstanding - diluted		117,255,740		119,805,572		115,172,776		117,255,740

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

(In thousands)	March 31, 2021		December 31, 2020		March 31, 2022		December 31, 2021
Senior notes	$	99,935	$	99,931	$	99,951	$	99,947
Revolving credit facility		0		0		0		0
Total long-term debt		99,935		99,931		99,951		99,947
Less: Current maturities		0		0		0		0
Total maturities due after one year	$	99,935	$	99,931	$	99,951	$	99,947

On May 4, 2020, we entered into a Note Purchase and Private Shelf Agreement with PGIM, Inc. (“Prudential”) and certain affiliates and managed accounts of Prudential (the “Note Agreement”). The Note Agreement, which is uncommitted and subject to Prudential’s sole discretion, provides for the issuance of senior promissory notes with an aggregate principal amount of up to $350.0 million through May 4, 2023. Pursuant to the Note Agreement, we issued $100.0 million aggregate principal amount of senior promissory notes (the “Series B Notes”), the proceeds of which are available for capital expenditures, share repurchases, dividends, acquisitions, or general corporate purposes. Borrowing availability under the Note Agreement is reduced by the outstanding amount of the existing Series B Notes, and all other senior promissory notes issued pursuant to the Note Agreement.

The Series B Notes bear interest at 3.10% per annum and mature on May 4, 2027, unless prepaid. Principal payments are required annually beginning on May 4, 2023 in equal installments of $20.0 million through May 4, 2027. The Series B Notes are senior unsecured obligations and rank pari passu with borrowings under our ~~Credit Agreement or Note Agreement.~~

~~On November 21, 2019, we entered into a~~ second amended and restated credit agreement with Wells Fargo Bank, National Association serving as administrative agent for the lenders (the “Credit Agreement”).or Note Agreement.

On November 21, 2019, we entered into the Credit Agreement. The Credit Agreement provides for a five-year, $250.0 million senior unsecured revolving line of credit and a $150.0 million accordion feature, which if fully exercised and approved, would expand the total borrowing capacity up to an aggregate of $400.0 million. Of the $250.0 million line of credit commitments under the Credit Agreement, up to $100.0 million may be used for letters of credit.

At our option, borrowings under the Credit Agreement bear interest at either: (i) LIBOR (including applicable successor provisions) plus an applicable margin (based on our ratio of net debt-to-total capitalization) that ranges from 1.000% to 1.375%; or (ii) a Base Rate, as defined in the Credit Agreement, plus an applicable margin (based on our ratio of net debt-to-total capitalization) that ranges from 0.000% to 0.375%. Letter of credit fees equal to the applicable margin for LIBOR loans are charged quarterly in arrears on the daily average aggregate stated amount of all letters of credit outstanding during the quarter. Commitment fees ranging from 0.100% to 0.175% (based upon the ratio of net debt-to-total capitalization) are charged quarterly in arrears on the aggregate unutilized portion of the Credit Agreement.

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

There were ~~$40.4~~$40.8 million and ~~$42.1~~$39.2 million of outstanding letters of credit at March 31, ~~2021~~2022 and December 31, ~~2020,~~2021, respectively.

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

We 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.

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

(In thousands)	Total		Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3
March 31, 2022
Certificates of deposit	$	65,059	$	—	$	65,059	$	—	$	40,034	$	—	$	40,034	$	—
U.S. government securities		100,209		100,209		—		—
Commercial paper		144,925		—		144,925		—		239,149		—		239,149		—
Total	$	310,193	$	100,209	$	209,984	$	—
									$	279,183	$	—	$	279,183	$	—

(In thousands)									Total		Level 1		Level 2		Level 3
December 31, 2021
Certificates of deposit									$	40,014	$	—	$	40,014	$	—
Commercial paper										214,419		—		214,419		—
									$	254,433	$	—	$	254,433	$	—

Our certificates of deposit are measured at carrying value including accrued interest, which approximates fair value due to their short-term nature. Our commercial paper is valued using broker quotes that utilize observable market inputs.

The carrying value of our total long-term debt was $100.0 million and $99.9 million at March 31, ~~2021~~2022 and December 31, ~~2020.~~2021, respectively. The estimated fair value of our total long-term debt was ~~$104.7~~$98.1 millionand ~~$105.4~~$104.5 million at March 31, ~~2021~~2022 and December 31, ~~2020,~~2021, respectively. The fair value measurement of our senior note 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

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:

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

Our primary cost elements are direct wages and benefits associated with the movement of freight, operating supplies and expenses, which include diesel fuel, and depreciation of our equipment fleet and service center facilities. We gauge our overall success

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.

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

	Three Months Ended						Three Months Ended
	March 31,						March 31,
	2021			2020			2022			2021
Revenue from operations		100.0	%		100.0	%		100.0	%		100.0	%

Operating expenses:
Salaries, wages and benefits		48.4			53.1			45.4			48.4
Operating supplies and expenses		11.0			10.9			12.8			11.0
General supplies and expenses		2.8			3.4			2.4			2.8
Operating taxes and licenses		2.8			3.0			2.3			2.8
Insurance and claims		1.2			1.0			1.1			1.2
Communications and utilities		0.7			0.8			0.7			0.7
Depreciation and amortization		5.7			6.6			4.5			5.7
Purchased transportation		3.1			2.1			3.5			3.1
Miscellaneous expenses, net		0.4			0.5			0.2			0.4
Total operating expenses		76.1			81.4			72.9			76.1

Operating income		23.9			18.6			27.1			23.9

Interest (income) expense, net		0.0			(0.1	)		(0.0	)		0.0
Other expense, net		0.0			0.4			0.1			0.0

Income before income taxes		23.9			18.3			27.0			23.9

Provision for income taxes		6.2			4.8			7.0			6.2

Net income		17.7	%		13.5	%		20.0	%		17.7	%

Key financial and operating metrics for the three-month periods ended March 31, ~~2021~~2022 and ~~2020~~2021 are presented below:

	Three Months Ended									Three Months Ended
	March 31,									March 31,
	2021			2020			% Change			2022			2021			% Change
Work days		63			64			(1.6	)%		64			63			1.6	%
Revenue (in thousands)	$	1,126,515		$	987,364			14.1	%	$	1,497,280		$	1,126,515			32.9	%
Operating ratio		76.1	%		81.4	%					72.9	%		76.1	%
Net income (in thousands)	$	199,359		$	133,177			49.7	%	$	299,751		$	199,359			50.4	%
Diluted earnings per share	$	1.70		$	1.11			53.2	%	$	2.60		$	1.70			52.9	%
LTL tons (in thousands)		2,332			2,153			8.3	%		2,653			2,332			13.8	%
LTL tonnage per day		37,010			33,641			10.0	%		41,454			37,010			12.0	%
LTL shipments (in thousands)		2,904			2,716			6.9	%		3,340			2,904			15.0	%
LTL shipments per day		46,090			42,438			8.6	%		52,190			46,090			13.2	%
LTL weight per shipment (lbs.)		1,606			1,586			1.3	%		1,589			1,606			(1.1	)%
LTL revenue per hundredweight	$	23.96		$	22.68			5.6	%	$	28.13		$	23.96			17.4	%
LTL revenue per shipment	$	384.76		$	359.64			7.0	%	$	446.86		$	384.76			16.1	%
Average length of haul (miles)		928			919			1.0	%		939			928			1.2	%

Our financial results for the first quarter of ~~2021 reflect strong profitable~~2022 include Company record revenue and diluted earnings per share. The 32.9% increase in revenue to $1.5 billion reflects higher shipment volumes and further improvements in our yield, both of which were supported by a favorable domestic economy. We believe these increases were driven by the continued demand for our superior service at a fair price and our available network capacity. The increased freight density and operating leverage created by our robust revenue growth, ~~that included double-digit increases~~coupled with our ongoing focus on controlling discretionary spending, created a 320 basis-point improvement in ~~revenue,~~our operating ratio to 72.9% for the first quarter of 2022 as compared to the first quarter of 2021. As a result, our net income and diluted earnings per share ~~compared to the same period last year. We believe the increase in our revenue for the first quarter to $1.1 billion was driven~~increased by ~~higher demand for our industry-leading service~~50.4% and an improving domestic economy. The quality of our service has also continued to support an improvement in yield. The increases in volumes and yield, combined with our continued focus on controlling our discretionary spending, led to a first-quarter Company record operating ratio of 76.1%. With improvements in revenue and margins, we increased net income and earnings per diluted share by 49.7% and 53.2%52.9%, respectively, for the first quarter of ~~2021~~2022 as compared to the same quarter last year.

Revenue increased ~~$139.2~~$370.8 million, or ~~14.1%~~32.9%, during the first quarter of ~~2021~~2022 as compared to the first quarter of ~~2020,~~2021, due primarily to increases in LTL tons and LTL revenue per hundredweight. The increase in LTL tons during the first quarter of ~~2021~~2022 was due to higher LTL ~~shipments and~~shipment volumes that were partially offset by a slight decrease in LTL weight per shipment as compared to the ~~same~~first quarter ~~last year.~~ of 2021. We believe ~~these increases were driven~~the increase in LTL tons was supported by ~~the improving~~a favorable domestic economy and ~~growth in~~ our ~~market share resulting from increased demand for the~~continued focus on providing our customers with superior service ~~that we provide to our customers.~~at a fair price.

LTL revenue per hundredweight increased ~~5.6%~~17.4% in the first quarter of ~~2021~~2022 as compared to the first quarter of ~~2020.~~ 2021. We believe ~~the~~this increase in LTL revenue per hundredweight was driven by our ongoing commitment to our long-term yield management strategy, which is focused on obtaining price increases necessary to offset our cost inflation and support our regular investments in capacity and technology. ~~As a percent of~~Our LTL revenue and yield were also higher due to an increase in fuel surcharges ~~remained consistent between~~resulting from higher diesel fuel prices in the ~~periods~~first quarter of 2022 as compared ~~at 12.2%.~~to the same prior-year period. Excluding fuel surcharges, LTL revenue per hundredweight increased 10.0% in the first quarter of 2022 compared to the first quarter of 2021.

Revenue per day increased ~~51.9%~~29.1% in April ~~2021~~2022 compared to the same month last year. LTL tons per day increased ~~31.1~~6.4%, primarily due ~~primarily~~ to a ~~39.5~~6.4% increase in LTL shipments per day, ~~that was partially offset by a 6.0% decrease in~~while LTL weight per shipment. While our revenue and volumes continued to be strong in April 2021, the changes in these operating metrics include the prior year impact of the various stay-at-home and similar orders issued throughout the country last year in responseshipment remained consistent as compared to the ~~COVID-19 pandemic.~~same month last year. LTL revenue per hundredweight increased approximately ~~15.7~~21.5% as compared to the same month last year. LTL revenue per hundredweight, excluding fuel surcharges, increased approximately ~~12.0~~9.7% as compared to the same month last year.

Salaries, wages and benefits increased ~~$21.2~~$134.5 million, or ~~4.0%~~24.7%, in the first quarter of ~~2021~~2022 as compared to the first quarter of ~~2020,~~2021, due ~~primarily~~ to a ~~$13.6~~$95.6 million, or 23.3%, increase in salaries and wages and a ~~$7.6~~$38.9 million, or 28.6%, increase in employee benefit costs.

The ~~$13.6 million, or 3.4%~~ increase in ~~the costs attributable to~~ salaries and wages was primarily due to the ~~2.7%~~18.5% increase in the average number of full-time employees compared to the prior-year quarter. We believe our full-time employee count will continue to increase as we ~~continue to~~ hire additional employees to balance our workforce with growing demand and shipment trends. Salaries and wages also increased as a result of an annual wage increase provided to our employees in September ~~2020,~~2021, as well as higher performance-based ~~compensation associated with our improving financial results.~~and discretionary bonus compensation.

Our productive labor costs, which include wages for drivers, platform employees, and fleet technicians, improved as a percent of revenue to 24.3% in the first quarter of 2022 as compared to 26.3% in the first quarter of ~~2021 as compared to 29.1% the same quarter last year.~~ ~~We increased the efficiency of our operations with improvements~~2021. The improvement in our ~~linehaul laden load average and P&D shipments per hour.~~ ~~Our~~ productive labor costs, ~~for~~as a percentage of revenue, reflects continued operating efficiencies provided by the increased freight density across our network of service centers, as well as the leveraging effect of the increases in yield. While we operated with great efficiency during the first quarter, ~~of 2020 also included the impact of~~we experienced a ~~$10.1 million special cash bonus paid~~decline in our platform shipments per hour as we continued to ~~eligible non-executive employees in March 2020.~~onboard and train our new employees. Our other salaries and wages as a percent of revenue also decreased ~~slightly~~to 9.4% in the first quarter of 2022 as compared to 10.0% in the first quarter of ~~2021 as compared to 11.1% in the first quarter of 2020.~~2021.

The increase in ~~our~~ employee benefit costs reflects the impact of ~~$7.6 million in~~ the ~~first quarter of 2021 was primarily due to an~~ increase in the number of full-time employees eligible for our benefits. Our employee benefit costs ofincreased due to increases in certain retirement benefits costs directly linked to our net ~~income.~~income and higher costs per claim for employee group health benefits. As a result of these cost increases, our employee ~~benefits~~benefit costs as a percent of salaries and wages increased to 34.6% in 2022 from 33.2% in ~~the first quarter of 2021 from 32.4% in the first quarter of 2020.~~2021.

Operating supplies and expenses increased ~~$16.5~~$67.2 million, or ~~15.3%~~54.1%, in the first quarter of ~~2021~~2022 as compared to the first quarter of ~~2020,~~2021, due primarily to an increase in our costs for diesel fuel used in our ~~vehicles.~~vehicles, as well as other petroleum-based products. Our diesel fuel costs, excluding fuel taxes, represents the largest component of operating supplies and expenses, and can vary based on both the average price per gallon and consumption. Our average cost per gallon of diesel fuel increased ~~10.5%~~65.9% in the first quarter of ~~2021~~2022 as compared to the first quarter of ~~2020.~~2021. In addition, our gallons consumed increased ~~3.8%~~13.3% in the first quarter of ~~2021~~2022 as compared to the first quarter of ~~2020~~2021 due to a ~~2.7%~~13.2% increase in miles driven. We do not use diesel fuel hedging instruments; therefore, our costs are subject to market price fluctuations. Our other operating supplies and expenses ~~remained consistent~~decreased slightly as a percent of revenue between the periods compared.

Depreciation and amortization costs ~~decreased slightly~~increased $3.4 million, or 5.2%, in the first quarter of ~~2021~~2022 as compared to the first quarter of ~~2020, due primarily to a decrease in the total number of tractors and trailers during 2020 as we balanced our fleet with volumes. These costs~~

202~~decreased to 5.7% of revenue from 6.6% of revenue in the first quarter of 2020~~1, due primarily to the ~~operating leverage created by~~assets acquired as part of our ~~revenue growth.~~ 2021 capital expenditure program. We believe ~~deprecation~~depreciation costs will increase in future periods based on our ~~2021~~2022 capital expenditure plan. While our investments in real estate, equipment, and technology can increase our costs in the short-term, we believe these investments are necessary to support our continued long-term growth and strategic initiatives.

Purchased transportation expense increased ~~$13.9~~$17.8 million, or ~~66.9%~~51.2%, in the first quarter of ~~2021~~2022 as compared to the first quarter of ~~2020.~~ 2021. The increase in purchased transportation expense is due to ~~our greater use~~higher utilization of third-party transportation providers in our domestic linehaul network to supplement our equipment and our workforce as demand for our services increased. We expect to continue to ~~purchase supplemental~~utilize purchased transportation until the capacity of our ~~team~~workforce and our fleet can fully support our anticipated growth.

Our effective tax rate for both the first quarter of 2022 and first quarter of 2021 was 26.0% ~~as compared to 26.3% in the first quarter of 2020.~~. 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.

	Three Months Ended						Three Months Ended
	March 31,						March 31,
(In thousands)	2021			2020			2022			2021
Cash and cash equivalents at beginning of period	$	401,430		$	403,571		$	462,564		$	401,430
Cash flows provided by (used in):
Operating activities		310,308			204,018			388,725			310,308
Investing activities		(23,072	)		(50,668	)		(108,454	)		(23,072	)
Financing activities		(336,766	)		(199,949	)		(480,713	)		(336,766	)
Decrease in cash and cash equivalents		(49,530	)		(46,599	)		(200,442	)		(49,530	)
Cash and cash equivalents at end of period	$	351,900		$	356,972		$	262,122		$	351,900

The change in our cash flows provided by operating activities during the first quarter of ~~2021~~2022 as compared to the first quarter of ~~2020~~2021 was ~~due to an~~impacted by our increase in ~~net~~ income before taxes of ~~$66.2 million and~~$135.8 million. This increase was partially offset by fluctuations in certain working capital ~~accounts.~~accounts, primarily accounts receivable and other liabilities.

The change in our cash flows used in investing activities during the first quarter of ~~2021 was primarily due to maturities of our short-term investments, in excess of purchases,~~2022 as compared to the first quarter of ~~2020.~~2021 was impacted by the timing of maturities of short-term investments, as well as an increase in our capital expenditure plan for 2022 and the timing of these expenditures during the year. Changes in our capital expenditures are more fully described below in “Capital Expenditures”.

The change in our cash flows used in financing activities during the first quarter of ~~2021~~2022 as compared to the first quarter of ~~2020~~2021 was due primarily to increased payments under our share repurchase programs, as well as an increase in dividend payments to our shareholders. Our return of capital to shareholders is more fully described below under “Stock Repurchase Program” and “Dividends to Shareholders”.

We have five primary sources of available liquidity: cash flows from operations, our existing cash and cash equivalents, short-term investments, available borrowings under our second amended and restated credit agreement with Wells Fargo Bank, National Association serving as administrative agent for the lenders, which we entered into on November 21, 2019 (the “Credit Agreement”), and our Note Purchase and Private Shelf Agreement with PGIM, Inc. (“Prudential”) and certain affiliates and managed accounts of Prudential, which we entered into on May 4, 2020 (the “Note Agreement”). Our Credit Agreement and the Note Agreement are described in more detail below under “Financing Arrangements.” We believe we also have sufficient access to debt and equity markets to provide other sources of liquidity, if needed.

The table below sets forth our net capital expenditures for property and equipment, including those obtained through noncash transactions, for the three-month period ended March 31, ~~2021~~2022 and the years ended December 31, ~~2020~~2021 and ~~2019:~~2020:

	March 31,			December 31,						March 31,			December 31,
(In thousands)	2021			2020			2019			2022			2021			2020
Land and structures	$	29,282		$	181,221		$	250,387		$	55,793		$	252,155		$	181,221
Tractors		2,622			17,518			75,418			1,444			130,772			17,518
Trailers		12,471			2,151			88,115			9,372			140,595			2,151
Technology		4,111			11,925			30,424			8,837			17,139			11,925
Other equipment and assets		2,467			12,266			34,981			10,767			25,450			12,266
Proceeds from sales		(7,656	)		(3,690	)		(5,686	)		(10,455	)		(19,548	)		(3,690	)
Total	$	43,297		$	221,391		$	473,639		$	75,758		$	546,563		$	221,391

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

We currently estimate capital expenditures will be approximately ~~$605~~$825 million for the year ending December 31, ~~2021.~~2022. Approximately ~~$275~~$300 million is allocated for the purchase of service center facilities, construction of new service center facilities or expansion of existing service center facilities, subject to the availability of suitable real estate and the timing of construction projects; approximately ~~$290~~$485 million is allocated for the purchase of tractors and trailers; and approximately $40 million is allocated for investments in technology and other assets. We expect to fund these capital expenditures primarily through cash flows from operations, our existing cash and cash equivalents, short-term investments and, if needed, borrowings available under our Credit Agreement or Note Agreement. We believe our current sources of liquidity will be sufficient to satisfy our expected capital expenditures.

At March 31, 2022, our stock repurchase program had $1.62 billion remaining available, including $100.0 million that was deferred until final settlement occurred on the February 2022 ASR Agreement in April 2022, leaving $1.52 billion remaining available and uncommitted.

Our Board of Directors ~~also~~declared a cash dividend of $0.30 per share for the first quarter of 2022 and declared a cash dividend of $0.20 per share for ~~the first quarter of 2021 and declared a cash dividend of $0.15 per share for~~ each quarter of ~~2020.~~2021.

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

~~On May 4, 2020, we entered into the Note Agreement with PGIM, Inc. (“Prudential”) and certain affiliates and managed accounts of Prudential.~~ The Note Agreement, which is uncommitted and subject to Prudential’s sole discretion, provides for the issuance of senior promissory notes with an aggregate principal amount of up to $350.0 million through May 4, 2023. Pursuant to the Note Agreement, we issued $100.0 million aggregate principal amount of senior promissory notes (the “Series B Notes”) on May 4, ~~2020, the proceeds of which are available for capital expenditures, share repurchases, dividends, acquisitions, or general corporate purposes.~~2020. Borrowing availability under the Note Agreement is reduced by the outstanding amount of the existing Series B Notes, and all other senior promissory notes issued pursuant to the Note Agreement.

The~~The~~ Series B Notes bear an annual interest rate of 3.10% and mature on May 4, 2027, unless prepaid. Principal payments are required annually beginning on May 4, 2023 in equal installments of $20.0 million through May 4, 2027. The Series B Notes are senior unsecured obligations and rank pari passu with borrowings under our Credit Agreement ~~and~~or other senior promissory notes issued pursuant to the Note Agreement.

~~On November 21, 2019, we entered into our Credit Agreement with Wells Fargo Bank, National Association serving as administrative agent for the lenders.~~ 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.

a Base Rate,, as defined in the Credit Agreement, plus an applicable margin (based on our ratio of net debt-to-total capitalization) that ranges from 0.000% to 0.375%. Letter of credit fees equal to the applicable margin for LIBOR loans are charged quarterly in arrears on the daily average aggregate stated amount of all letters of credit outstanding during the quarter. Commitment fees ranging from 0.100% to 0.175% (based upon the ratio of net debt-to-total capitalization) are charged quarterly in arrears on the aggregate unutilized portion of the Credit Agreement.

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

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

	March 31,			December 31,			March 31,			December 31,
(In thousands)	2021			2020			2022			2021
Facility limit	$	250,000		$	250,000		$	250,000		$	250,000
Line of credit borrowings		—			—			—			—
Outstanding letters of credit		(40,393	)		(42,134	)		(40,836	)		(39,169	)
Available borrowing capacity	$	209,607		$	207,866		$	209,164		$	210,831

The interest rate is fixed on the Note Agreement. Therefore, short-term exposure to fluctuations in interest rates is limited to our Credit Agreement. We do not currently use interest rate derivative instruments to manage exposure to interest rate changes.2022.

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

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, ~~2020~~2021 that we believe affect our judgments and estimates of amounts recorded in certain assets, liabilities, revenue and expenses.

Our tonnage levels and revenue mix are subject to seasonal trends common in our industry, although other factors, such as macroeconomic changes, could cause variation in these trends. Our revenue and operating margins in the first and fourth quarters are typically lower than those during the second and third quarters due to reduced shipments during the winter months; however, the effects of the COVID-19 pandemic on the domestic economy has impacted, and may continue to impact, our normal seasonal trends. More specifically, we experienced a decrease in LTL shipments driven by the impact of a slowdown in the domestic economy associated with the COVID-19 pandemic, primarily during the second quarter of 2020. Harsh winter weather, hurricanes, tornadoes, floods and other natural disasters can also adversely impact our performance by reducing demand and increasing operating expenses. We believe seasonal trends will continue to impact our business.

We are subject to various federal, state and local environmental laws and regulations that focus on, among other things: the disposal, emission and discharge of hazardous waste, hazardous materials, or other materials into the environment or their presence at our properties or in our vehicles; fuel storage tanks; transportation of certain materials; and the discharge or retention of storm water. Under specific environmental laws, we could also be held responsible for any costs relating to contamination at our past or present facilities and at third-party waste disposal sites, as well as costs associated with clean-up of accidents involving our vehicles. We do not believe that the cost of future compliance with current environmental laws or regulations will have a material adverse effect on our operations, financial condition, competitive position or capital expenditures for the remainder of ~~2021~~2022 or fiscal year ~~2022.~~2023. However, future changes to laws or regulations may adversely affect our operations and could result in unforeseen costs to our business.

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, ~~2020~~2021 and in other reports and statements that we file with the Securities and Exchange Commission (“SEC”). Such forward-looking statements involve risks and uncertainties that could cause actual events or results to differ materially from those expressed or implied herein, including, but not limited to, the following, many of which are currently amplified by and may continue to be amplified by or may, in the future, be amplified by, the ~~current~~ COVID-19 pandemic:

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.

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, ~~2020.~~2021.

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.

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.

Consistent with SEC Regulation S-K Item 103, we have elected to disclose those environmental legal proceedings with a governmental authority if management reasonably believes that the proceedings may involve potential monetary sanctions of $1.0 million or more. The following matter is disclosed in accordance with that requirement. We do not believe that any possible loss that may be incurred in connection with the matter will be material to our financial position, results of operations or cash flows.

On May 12, 2017, we received a letter from the Orange County California District Attorney’s Office concerning suspected violations of California laws with respect to waste handling practices. As part of the civil investigation conducted in coordination with other California counties, we have shared information about our waste handling practices at our facilities throughout the state. We are in discussions concerning resolution of this matter.

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, ~~2020,~~2021, which could materially affect our business, financial condition and future results. The risks described in our Annual Report on Form 10-K are not the only risks facing our Company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and operating results.

There have been no material changes to the risk factors identified in Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, ~~2020.~~2021.

The following table provides information regarding our repurchases of our common stock during the first quarter of ~~2021:~~2022:

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

January 1 - 31, 2021

92,129

$
201.64

92,129

$
536,656,612

February 1 - 28, 2021 ⁽¹⁾

93,694

$
207.38

72,276

$
521,768,001

March 1 - 31, 2021 ⁽²⁾

962,627

$
214.78

962,627

$
315,018,030

Total

1,148,450

$
213.12

1,127,032

	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
January 1 - 31, 2022 ⁽¹⁾⁽²⁾		124,278	$	505.41		123,410	$	1,956,268,862
February 1 - 28, 2022 ⁽³⁾⁽⁴⁾		1,175,902	$	294.33		1,149,650	$	1,617,917,198
March 1 - 31, 2022		-	$	-		-	$	1,617,917,198
Total		1,300,180	$	314.50		1,273,060

On ~~May 1, 2020,~~July 28, 2021, we announced that our Board of Directors had approved a new ~~two-year~~ stock repurchase program authorizing us to repurchase up to an aggregate of ~~$700.0 million~~$2.0 billion of our outstanding common stock (the ~~“2020~~“2021 Repurchase Program”). The ~~2020~~2021 Repurchase Program, ~~became effective upon~~which does not have an expiration date, began after the ~~termination~~completion of ~~our $350.0 million repurchase program on May 29, 2020. Under~~ the 2020 Repurchase Program in January 2022. Under our repurchase program, we may repurchase shares from time to time in open market purchases or through privately negotiated

transactions. Shares of our common stock repurchased under our repurchase programs are canceled at the time of repurchase and are classified as authorized but unissued shares of our common stock.

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

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

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.



~~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)


Part I – FINANCIAL INFORMATION

Item 1	Financial Statements	1
	Condensed Balance Sheets – March 31, ~~2021~~2022 and December 31, ~~2020~~2021	1
	Condensed Statements of Operations – For the three months ended March 31, ~~2021~~2022 and ~~2020~~2021	3
	Condensed Statements of Changes in Shareholders’ Equity - For the three months ended March 31, ~~2021~~2022 and 202021	4
	Condensed Statements of Cash Flows – For the three months ended March 31, ~~2021~~2022 and 202021	5
	Notes to the Condensed Financial Statements	6
Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	910
Item 3	Quantitative and Qualitative Disclosures about Market Risk	1618
Item 4	Controls and Procedures	1618

Part II – OTHER INFORMATION

Item 1	Legal Proceedings	1819
Item 1A	Risk Factors	1819
Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	1820
Item 6	Exhibits	1920

Exhibit Index		2021
Signatures		2122


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 March 31, ~~2021,~~2022, filed on May 4, ~~2021,~~2022, formatted in iXBRL (Inline eXtensible Business Reporting Language) includes: (i) the Condensed Balance Sheets at March 31, ~~2021~~2022 and December 31, ~~2020,~~2021, (ii) the Condensed Statements of Operations for the three months ended March 31, ~~2021~~2022 and ~~2020,~~2021, (iii) the Condensed Statements of Changes in Shareholders’ Equity for the three months ended March 31, ~~2021~~2022 and ~~2020,~~2021, (iv) the Condensed Statements of Cash Flows for the three months ended March 31, ~~2021~~2022 and ~~2020,~~2021, and (v) the Notes to the Condensed Financial Statements

104		The cover page from our Quarterly Report on Form 10-Q for the quarter ended March 31, ~~2021,~~2022, formatted in iXBRL


		OLD DOMINION FREIGHT LINE, INC.

DATE:	May 4, ~~2021~~2022	/s/ ADAM N. SATTERFIELD
		Adam N. Satterfield
		Senior Vice President - Finance and Chief Financial Officer (Principal Financial Officer)

DATE:	May 4, ~~2021~~2022	/s/ KIMBERLY S. MAREADY
		Kimberly S. Maready
		Vice President - Accounting and Finance (Principal Accounting Officer)



Large accelerated filer	☒	Accelerated filer	☐

Non-accelerated filer	☐	Smaller reporting company	☐

		Emerging growth company	☐