← Back to ODFL filing summaryOriginal filing text · Part I
Item 2 — Management's Discussion and Analysis
Old Dominion Freight Line, Inc. · 10-Q · Q2 FY2026 · Period ended Jun 30, 2026
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Overview
We are one of the largest North American less-than-truckload (“LTL”) motor carriers and 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 LTL revenue per hundredweight do not necessarily indicate actual changes in underlying base rates. LTL revenue per hundredweight and the key factors that can impact this metric are described in more detail below:
•LTL Revenue Per Hundredweight - Our LTL transportation services are generally priced based on weight, commodity, and distance. This measurement reflects the application of our pricing policies to the services we provide, which are influenced by competitive market conditions and our growth objectives. Generally, freight is rated by a class system, which is established by the National Motor Freight Traffic Association, Inc. Light, bulky freight typically has a higher class and is priced at higher revenue per hundredweight than dense, heavy freight. Fuel surcharges, accessorial charges, revenue adjustments and revenue for undelivered freight are included in this measurement, and we regularly monitor the components that impact our pricing. The fuel surcharge is generally designed to offset fluctuations in the cost of our petroleum-based products and is indexed to diesel fuel prices published by the U.S. Department of Energy, which reset each week. Revenue for undelivered freight is deferred for financial statement purposes in accordance with our revenue recognition policy; however, we believe including it in our revenue per hundredweight metrics results in a more accurate representation of the underlying changes in our yields by matching total billed revenue with the corresponding weight of those shipments.
•LTL Weight Per Shipment - Fluctuations in weight per shipment can indicate changes in the mix of freight we receive from our customers, as well as changes in the number of units included in a shipment. Generally, increases in weight per shipment indicate higher demand for our customers’ products and overall increased economic activity. Changes in weight per shipment can also be influenced by shifts between LTL and other modes of transportation, such as truckload and intermodal, in response to capacity, service and pricing issues. Fluctuations in weight per shipment generally have an inverse effect on our revenue per hundredweight, as a decrease in weight per shipment will typically cause an increase in revenue per hundredweight.
•Average Length of Haul - We consider lengths of haul less than 500 miles to be regional traffic, lengths of haul between 500 miles and 1,000 miles to be inter-regional traffic, and lengths of haul in excess of 1,000 miles to be national traffic. This metric is used to analyze our tonnage and pricing trends for shipments with similar characteristics, and also allows for comparison with other transportation providers serving specific markets. By analyzing this metric, we can determine the success and growth potential of our service products in these markets. Changes in length of haul generally have a direct effect on our revenue per hundredweight, as an increase in length of haul will typically cause an increase in revenue per hundredweight.
•LTL Revenue Per Shipment - This measurement is primarily determined by the three metrics listed above and is used in conjunction with the number of LTL shipments we receive to evaluate LTL revenue.
Our primary revenue focus is to increase density, which is shipment and tonnage growth within our existing infrastructure. Increases in density allow us to maximize our asset utilization and labor productivity, which we measure over many different functional areas of our operations including linehaul load factor, pickup and delivery (“P&D”) stops per hour, P&D shipments per hour, platform pounds handled per hour and platform shipments per hour. In addition to our focus on density and operating efficiencies, it is critical for us to obtain an appropriate yield, which is measured as revenue per hundredweight, on the shipments we handle. We focus on the profitability of each customer account and generally seek to obtain an appropriate yield to offset our cost inflation and support our ongoing investments in capacity and technology. We believe the continued execution of this yield-management philosophy, continued increases in density, and ongoing improvements in operating efficiencies are the key components of our ability to further improve our operating ratio and long-term profitable growth.
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Our primary cost elements are direct wages and benefits associated with the movement of freight, operating supplies and expenses, which include diesel fuel, and depreciation of our equipment fleet and service center facilities. We gauge our overall success in managing costs by monitoring our operating ratio, a measure of profitability calculated by dividing total operating expenses by revenue, which also allows for industry-wide comparisons with our competition.
We regularly upgrade our technological capabilities to improve our customer service and lower our operating costs. Our technology provides our customers with visibility of their shipments throughout our network, increases the productivity of our workforce, and provides key metrics that we use to monitor and enhance our processes.
Results of Operations
The following table sets forth, for the periods indicated, expenses and other items as a percentage of revenue from operations:
Three Months Ended Six Months Ended
June 30, June 30,
2026 2025 2026 2025
Revenue from operations 100.0 % 100.0 % 100.0 % 100.0 %
Operating expenses:
Salaries, wages and benefits 44.2 47.7 45.9 47.8
Operating supplies and expenses 11.4 10.1 11.2 10.5
General supplies and expenses 3.0 3.0 3.2 2.9
Operating taxes and licenses 2.2 2.5 2.3 2.5
Insurance and claims 1.2 1.3 1.3 1.3
Communications and utilities 0.5 0.7 0.6 0.7
Depreciation and amortization 5.9 6.4 6.4 6.5
Purchased transportation 2.2 2.0 2.1 2.0
Miscellaneous (income) expense, net (0.5 ) 0.9 (0.1 ) 0.8
Total operating expenses 70.1 74.6 72.9 75.0
Operating income 29.9 25.4 27.1 25.0
Interest income, net (0.2 ) (0.0 ) (0.2 ) (0.1 )
Other expense, net 0.0 0.0 0.1 0.1
Income before income taxes 30.1 25.4 27.2 25.0
Provision for income taxes 7.5 6.3 6.8 6.2
Net income 22.6 % 19.1 % 20.4 % 18.8 %
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Key financial and operating metrics are presented below:
Three Months Ended Six Months Ended
June 30, June 30,
2026 2025 % Change 2026 2025 % Change
Work days 64 64 — % 127 127 — %
Revenue (in thousands) $ 1,554,004 $ 1,407,724 10.4 % $ 2,888,700 $ 2,782,582 3.8 %
Operating ratio 70.1 % 74.6 % 72.9 % 75.0 %
Net income (in thousands) $ 350,601 $ 268,626 30.5 % $ 588,859 $ 523,286 12.5 %
Diluted earnings per share $ 1.68 $ 1.27 32.3 % $ 2.82 $ 2.46 14.6 %
LTL tons (in thousands) 2,035 2,123 (4.1 )% 3,962 4,211 (5.9 )%
LTL tonnage per day 31,804 33,178 (4.1 )% 31,199 33,157 (5.9 )%
LTL shipments (in thousands) 2,709 2,874 (5.7 )% 5,295 5,682 (6.8 )%
LTL shipments per day 42,332 44,907 (5.7 )% 41,689 44,738 (6.8 )%
LTL weight per shipment (lbs.) 1,503 1,478 1.7 % 1,497 1,482 1.0 %
LTL revenue per hundredweight $ 37.84 $ 32.84 15.2 % $ 36.22 $ 32.76 10.6 %
LTL revenue per shipment $ 568.55 $ 485.31 17.2 % $ 542.19 $ 485.55 11.7 %
Average length of haul (miles) 909 912 (0.3 )% 911 914 (0.3 )%
Our financial results for the second quarter and first six months of 2026 reflect an increase in revenue, net income, and earnings per diluted share compared to the same periods of 2025. The strength of our financial results reflects the continued improvement in demand trends and the benefits of our long-term focus on yield discipline and operational execution. We continued to maintain our commitment to superior customer service by providing our customers with 99% on-time service and a cargo claims ratio of 0.1% during the second quarter and first six months of 2026, which supported the continued improvement in our yield. We also maintained our focus on operating efficiently and controlling discretionary spending, which contributed to the improvement in our operating ratio to 70.1% and 72.9% in the second quarter and first six months of 2026, respectively. As a result, our net income and diluted earnings per share increased by 30.5% and 32.3%, respectively, for the second quarter of 2026 as compared to the second quarter of 2025 and increased 12.5% and 14.6%, respectively, for the first six months of 2026 as compared to the first six months of 2025.
Revenue
Revenue increased $146.3 million, or 10.4%, and $106.1 million, or 3.8%, in the second quarter and first six months of 2026, respectively, as compared to the same periods of 2025 due to an increase in LTL revenue per hundredweight that was partially offset by a decrease in volumes. LTL tonnage per day decreased 4.1% and 5.9% in the second quarter and first six months of 2026, respectively, as compared to the same periods of 2025, primarily due to a decrease in LTL shipments per day that was partially offset by an increase in LTL weight per shipment. The decrease in our volumes was offset by an increase of 15.2% and 10.6% in the second quarter and first six months of 2026, respectively, in our LTL revenue per hundredweight, which included the impact of higher fuel surcharges resulting from the increase in the average price of diesel fuel for the comparable periods. Excluding fuel surcharges, LTL revenue per hundredweight increased 5.5% and 5.0% in the second quarter and first six months of 2026, respectively, as compared to the same periods of 2025. We believe the increase in the LTL revenue per hundredweight, excluding fuel surcharge, was driven by the ongoing execution of our yield management strategy. Our consistent, cost-based approach to pricing focuses on offsetting our cost inflation while also supporting additional investments into our business to expand capacity and enhance our technology.
July 2026 Update
Revenue per day increased 8.2% in July 2026 as compared to the same month last year. LTL revenue per hundredweight increased 9.3% as compared to the same month last year. LTL revenue per hundredweight, excluding fuel surcharges, increased 4.2% as compared to the same month last year. LTL tons per day decreased 1.0% due to a 3.0% decrease in LTL shipments per day that was partially offset by a 2.0% increase in LTL weight per shipment.
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Operating Costs and Other Expenses
Salaries, wages and benefits increased $15.3 million, or 2.3%, in the second quarter of 2026 as compared to the second quarter of 2025 due to a $2.4 million increase in salaries and wages and a $12.9 million increase in employee benefit costs. Salaries, wages and benefits decreased $4.5 million, or 0.3%, in the first six months of 2026 as compared to the same period of 2025, due to a $15.4 million decrease in salaries and wages that was partially offset by a $10.9 million increase in employee benefit costs.
The increase in salaries and wages in the second quarter of 2026, as compared to the same period of 2025, was primarily due to the increase in performance-based bonus compensation and the annual wage increase provided to employees in September of 2025, partially offset by a 7.1% decrease in the average number of active full-time employees. The decrease in salaries and wages in the first six months of 2026, as compared to the same period of 2025, was primarily due to the 7.1 % decrease in our average number of active full-time employees, partially offset by an increase in performance-based bonus compensation and the annual wage increase provided to employees in September of 2025.
Our productive labor costs, which include wages for drivers, platform employees, and fleet technicians, improved as a percent of revenue to 21.7% and 22.9% in the second quarter and first six months of 2026, respectively, from 24.4% and 24.5% for the same periods of 2025. Despite the decrease in network density that generally results from the decline in volumes, our productive labor costs improved as a percentage of revenue, reflecting the leveraging effect of the increase in our yield as well as our continued focus on operating efficiently and delivering superior service to our customers. Our platform productivity metrics and linehaul laden load average improved in the second quarter and first six months of 2026 compared to the same periods of 2025, which helped offset the reduction in our P&D productivity metrics.
The increase in our costs attributable to employee benefits in both the second quarter and first six months of 2026, as compared to the same periods of 2025, was primarily due to an increase in retirement benefit plan costs that are directly linked to our net income and increased costs associated with our group health benefits resulting from higher average costs per claim. As a result, employee benefit costs as a percent of salaries and wages increased to 42.0% in the second quarter of 2026 from 39.5% in the comparable period of 2025 and increased to 40.7% in the first six months of 2026 from 38.9% in the comparable period of 2025.
Operating supplies and expenses increased $35.2 million, or 24.7% and $32.1 million, or 11.0%, in the second quarter and first six months of 2026, respectively, as compared to the same periods of 2025 primarily due to an increase in our costs for diesel fuel used in our vehicles that was partially offset by lower maintenance and repair costs for our fleet. The cost of diesel fuel, 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 70.5% and 41.2% in the second quarter and first six months of 2026, respectively, as compared to the same periods of 2025. We do not use diesel fuel hedging instruments; therefore, our costs are subject to market price fluctuations. Our gallons consumed decreased 5.2% and 7.3% in the second quarter and first six months of 2026, respectively, as compared to the same periods of 2025, primarily due to a decrease in miles driven.
General supplies and expenses increased $4.7 million, or 11.4%, in the second quarter of 2026 compared to the second quarter of 2025, primarily due to higher costs related to cloud-computing technology. General supplies and expenses increased $11.9 million, or 14.6%, in the first six months of 2026 compared to the first six months of 2025, primarily due to higher costs related to employee training and cloud-computing technology.
Depreciation and amortization increased $1.0 million, or 1.2%, and $4.2 million, or 2.3%, in the second quarter and first six months of 2026, respectively, as compared to the same periods of 2025. The increase in both periods was primarily due to the assets acquired as part of our 2025 and 2026 capital expenditure programs, partially offset by the impact of the disposal of property and equipment. While our investments in real estate, equipment, and technology can increase our short-term costs, we believe these investments are necessary to support our continued long-term growth and strategic initiatives.
Miscellaneous (income) expense, net reflects a favorable change of $21.0 million and $24.4 million in the second quarter and first six months of 2026, respectively, as compared to the same periods of 2025 resulting primarily from the sale of property and equipment. Net gains on the sale of property and equipment were $17.2 million and $20.1 million in the second quarter and first six months of 2026, respectively, compared to net losses of $1.6 million and $3.3 million in the same periods of 2025.
Our effective tax rate was 25.0% for both the second quarter and first six months of 2026, as compared to 24.8% for both the second quarter and first six months of 2025. 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-taxable or non-deductible items.
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Liquidity and Capital Resources
A summary of our cash flows is presented below:
Six Months Ended
June 30,
(In thousands) 2026 2025
Cash and cash equivalents at beginning of period $ 120,091 $ 108,676
Cash flows provided by (used in):
Operating activities 646,335 622,366
Investing activities (97,046 ) (268,151 )
Financing activities (385,441 ) (438,834 )
Increase (decrease) in cash and cash equivalents 163,848 (84,619 )
Cash and cash equivalents at end of period $ 283,939 $ 24,057
The change in our cash flows provided by operating activities during the first six months of 2026 as compared to the first six months of 2025 was primarily due to higher net income, partially offset by changes in certain working capital accounts.
The change in our cash flows used in investing activities during the first six months of 2026 as compared to the first six months of 2025 was primarily due to the reduction in our 2026 capital expenditure program and the increase in proceeds from the sale of property and equipment. Changes in our capital expenditures are more fully described below under “Capital Expenditures.”
The change in our cash flows used in financing activities during the first six months of 2026 as compared to the first six months of 2025 was primarily due to a decrease in cash utilized for repurchases of our common stock, partially offset by the change in net borrowings under our credit agreement. We had no activity on our credit agreement in the first six months of 2026 as compared to $130.0 million of net borrowings during the first six months of 2025. Our return of capital to shareholders is more fully described below under “Stock Repurchase Program” and “Dividends to Shareholders.”
We have three primary sources of available liquidity: cash flows from operations, our existing cash and cash equivalents, and available borrowings under our third amended and restated credit agreement with Wells Fargo Bank, National Association serving as administrative agent for the lenders, dated March 22, 2023 (as subsequently amended, the “Credit Agreement”). We believe we also have sufficient access to debt and equity markets to provide other sources of liquidity, if needed.
The Note Purchase and Private Shelf Agreement with PGIM, Inc. (“Prudential”) and certain affiliates and managed accounts of Prudential (as subsequently amended, the “Note Agreement”), which was available through March 22, 2026, and the Credit Agreement are both described in more detail below under “Financing Agreements.”
Capital Expenditures
The table below sets forth our net capital expenditures for property and equipment for the six months ended June 30, 2026 and the years ended December 31, 2025 and 2024:
June 30, December 31,
(In thousands) 2026 2025 2024
Land and structures $ 50,936 $ 186,346 $ 373,416
Tractors 60,516 140,170 218,682
Trailers 4,499 33,627 103,919
Technology 8,166 14,752 28,037
Other equipment and assets 15,494 40,139 47,264
Less: Proceeds from sales (39,397 ) (48,523 ) (20,124 )
Total $ 100,214 $ 366,511 $ 751,194
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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. We historically spend 10% to 15% of our revenue on capital expenditures each year, and we generally expect to continue to maintain a level of capital expenditures that we believe supports our long-term plan for market share growth. There could be years, however, where our annual capital expenditure plan is above or below this range as we balance the size of our service center network and operating fleet with anticipated growth. Our capital expenditures were below this range in 2025 and we expect our capital expenditures to remain below this range in 2026 as we continue to utilize available capacity within our existing network for growth.
We currently estimate capital expenditures will be approximately $380 million for the year ending December 31, 2026, which is an increase of $115 million from our initial plan. Approximately $180 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 $155 million is allocated for the purchase of tractors and trailers; and approximately $45 million is allocated for investments in technology and other assets. We expect to fund these capital expenditures primarily through cash flows from operations, our existing cash and cash equivalents and, if needed, borrowings available under the Credit Agreement. We believe our current sources of liquidity will be sufficient to satisfy our expected capital expenditures for the next twelve months and in the longer term.
Stock Repurchase Program
On July 26, 2023, we announced that our Board of Directors had approved a stock repurchase program authorizing us to repurchase up to an aggregate of $3.0 billion of our outstanding common stock (the “2023 Repurchase Program”). The 2023 Repurchase Program began after the completion of our prior repurchase program in May 2024 and does not have an expiration date. Under the 2023 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 the 2023 Repurchase Program are canceled at the time of repurchase and are classified as authorized but unissued shares of our common stock. At June 30, 2026, we had $1.31 billion remaining authorized under the 2023 Repurchase Program.
Dividends to Shareholders
Our Board of Directors declared a cash dividend of $0.29 per share for each of the first three quarters of 2026 and declared a cash dividend of $0.28 per share for each quarter of 2025.
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 the Credit Agreement and the Note Agreement. We anticipate that any future quarterly cash dividends will be funded through cash flows from operations, our existing cash and cash equivalents, and, if needed, borrowings under our Credit Agreement.
Financing Agreements
Note Agreement
On May 4, 2020, we entered into the Note Agreement which provided for the issuance of senior promissory notes with an aggregate principal amount of up to $350.0 million through March 22, 2026. On May 4, 2020, we issued $100.0 million aggregate principal amount of senior promissory notes (the “Series B Notes”). The Series B Notes bear interest at 3.10% per annum and mature on May 4, 2027, unless prepaid. The first four principal payments of $20.0 million each were paid in May 2023, 2024, 2025 and 2026. The remaining $20.0 million will be paid in May 2027. The Series B Notes are senior unsecured obligations and rank pari passu with borrowings under the Credit Agreement.
Credit Agreement
The Credit Agreement, which matures in March 2028, initially provided for a five-year, $250.0 million senior unsecured revolving line of credit and a $150.0 million accordion feature. On May 23, 2025, we exercised the accordion feature and entered into an amendment to the Credit Agreement to increase the total borrowing capacity from existing lenders by $150.0 million to an aggregate of $400.0 million. The Credit Agreement allows for up to $100.0 million to be utilized for letters of credit against the line of credit, which was unchanged by the amendment.
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At our option, borrowings under the Credit Agreement bear interest at either: (i) the Secured Overnight Financing Rate (“SOFR”) plus the Term SOFR Adjustment, as defined in the Credit Agreement, equal to 0.100%, plus an applicable margin that ranges from 1.000% to 1.375%; or (ii) a Base Rate, as defined in the Credit Agreement, plus an applicable margin that ranges from 0.000% to 0.375%. The applicable margin for each of the foregoing options is dependent upon our consolidated debt to consolidated total capitalization ratio. Letter of credit fees equal to the applicable margin for SOFR loans are charged quarterly in arrears on the daily average aggregate stated amount of all letters of credit outstanding during the quarter. Commitment fees ranging from 0.090% to 0.175% (based upon our consolidated debt to consolidated total capitalization ratio) are charged quarterly in arrears on the aggregate unutilized portion of the Credit Agreement.
For periods covered under the Credit Agreement, the applicable margin on SOFR loans and letter of credit fees were 1.000% and commitment fees were 0.090%.
The amounts outstanding and available borrowing capacity under the Credit Agreement are presented below:
June 30, December 31,
(In thousands) 2026 2025
Credit Agreement limit $ 400,000 $ 400,000
Credit Agreement borrowings — —
Outstanding letters of credit (31,845 ) (37,533 )
Credit Agreement availability $ 368,155 $ 362,467
General Debt Provisions
The Credit Agreement and the Note Agreement, as it relates to the Series B Notes, contain customary covenants, including financial covenants that require us to observe a maximum ratio of consolidated debt to consolidated total capitalization and a minimum fixed charge coverage ratio. The Credit Agreement and the 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 were in compliance with all covenants in our outstanding debt instruments for the period ended June 30, 2026.
We do not anticipate financial performance that would cause us to violate any such covenants in the future, and we believe our existing Credit 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, 2025 that we believe affect our judgments and estimates of amounts recorded in certain assets, liabilities, revenue and expenses.
Seasonality
Our tonnage levels and revenue mix are subject to seasonal trends common in our industry, although other factors, such as macroeconomic changes, could cause variation in these trends. Our revenue and operating margins in the first and fourth quarters are typically lower than those during the second and third quarters due to reduced shipments during the winter months. Harsh winter weather, hurricanes, tornadoes, floods and other natural disasters can also adversely impact our performance by reducing demand and increasing operating expenses. We believe seasonal trends will continue to impact our business.
Environmental Regulation
We are subject to various federal, state and local environmental laws and regulations that focus on, among other things: the disposal, emission and discharge of hazardous waste, hazardous materials, or other materials into the environment or their presence at our properties or in our vehicles; fuel storage tanks; transportation of certain materials; and the discharge or retention of storm water. Under specific environmental laws, we could also be held responsible for any costs relating to contamination at our past or present facilities and at third-party waste disposal sites, as well as costs associated with clean-up of accidents involving our vehicles. We do
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not believe that the cost of future compliance with current environmental laws or regulations will have a material adverse effect on our operations, financial condition, competitive position or capital expenditures for fiscal year 2026. 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, compliance with regulations, 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, 2025 and in other reports and statements that we file with the Securities and Exchange Commission (“SEC”). Such forward-looking statements involve risks and uncertainties that could cause actual events or results to differ materially from those expressed or implied herein, including, but not limited to, the following:
•the challenges associated with executing our growth strategy, and developing, marketing and consistently delivering high-quality services that meet customer expectations;
•various economic factors such as inflationary pressures or downturns in the domestic economy, and our inability to sufficiently increase our customer rates to offset the increase in our costs;
•changes in our relationships with significant customers;
•our exposure to claims related to cargo loss and damage, property damage, personal injury, workers’ compensation and healthcare, increased self-insured retention or deductible levels or premiums for excess coverage, and claims in excess of insured coverage levels;
•reductions in the available supply or increases in the cost of equipment and parts;
•higher costs for or limited availability of suitable real estate;
•the availability and cost of third-party transportation used to supplement our workforce and equipment needs;
•fluctuations in the availability and price of diesel fuel and our ability to collect fuel surcharges, as well as the effectiveness of those fuel surcharges in mitigating the impact of fluctuating prices for diesel fuel and other petroleum-based products;
•seasonal trends in the less-than-truckload (“LTL”) industry, harsh weather conditions and disasters;
•the availability and cost of capital for our significant ongoing cash requirements;
•decreases in demand for, and the value of, used equipment;
•our ability to successfully consummate and integrate acquisitions;
•various risks arising from our international business relationships;
•the costs and potential adverse impact of compliance with anti-terrorism measures on our business;
•the competitive environment with respect to our industry, including pricing pressures;
•changes in international trade policies, including with respect to tariffs;
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•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 U.S. social, political, and regulatory conditions or a disruption of financial markets, which may decrease demand for our services or increase our costs;
•the negative impact of any unionization, or the passage of legislation or regulations that could facilitate unionization, of our employees;
•increases in the cost of employee compensation and benefit packages used to address general labor market challenges and to attract or retain qualified employees, including drivers and maintenance technicians;
•our ability to retain our key employees and continue to effectively execute our succession plan;
•potential costs and liabilities associated with cyber incidents and other risks with respect to our information technology systems or those of our third-party service providers, including system failure, security breach, disruption by malware or ransomware or other damage;
•the failure to adapt to new technologies implemented by our competitors in the LTL and transportation industry, which could negatively affect our ability to compete;
•the failure to keep pace with developments in technology, any disruption to our technology infrastructure, or failures of essential services upon which our technology platforms rely, which could cause us to incur costs or result in a loss of business;
•disruption in the operational and technical services (including software as a service) provided to us by third parties, which could result in operational delays and/or increased costs;
•the Compliance, Safety, Accountability initiative of the Federal Motor Carrier Safety Administration (“FMCSA”), which could adversely impact our ability to hire qualified drivers, meet our growth projections and maintain our customer relationships;
•the costs and potential adverse impact of compliance with, or violations of, current and future rules issued by the Department of Transportation, the FMCSA and other regulatory agencies;
•the costs and potential liabilities related to compliance with, or violations of, existing or future governmental laws and regulations, including environmental laws;
•the effects of legal, regulatory or market responses to climate change concerns;
•emissions-control and fuel efficiency regulations that could substantially increase operating expenses;
•varied stakeholder expectations relating to evolving sustainability considerations and related reporting obligations;
•the increase in costs associated with healthcare and other mandated benefits;
•the costs and potential liabilities related to legal proceedings and claims, governmental inquiries, notices and investigations;
•the impact of changes in tax laws, rates, guidance and interpretations;
•the concentration of our stock ownership with the Congdon family;
•the ability or the failure to declare and pay future cash dividends;
•fluctuations in the amount and frequency of our stock repurchases;
•volatility in the market value of our common stock;
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•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 on 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 to the extent required by law.