OLD DOMINION FREIGHT LINE, INC.

Previous wording

Our financial results for the second quarter and first six months of 2025 reflect continued softness in the domestic economy, which contributed to the decline in our revenue, net income and diluted earnings per share. We maintained 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 quarter. This service performance supported the continued improvement in our yield. We also maintained our focus on operating efficiently and controlling discretionary spending during the quarter, although the deleveraging effect from the decrease in revenue and the increase in depreciation expense led to an increase in our operating ratio. As a result, our net income and diluted earnings per share decreased by 16.6% and 14.2%, respectively, for the second quarter of 2025 as compared to the same period of 2024 and decreased 14.8% and 12.8%, respectively, for the first six months of 2025 as compared to the same period of 2024.

Current wording

Our financial results for the third quarter and first nine months of 2025 reflect continued softness in the domestic economy, which contributed to the decline in our revenue, net income and diluted earnings per share. We maintained 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 third quarter and first nine months of 2025. This service performance supported the continued improvement in our yield. We also maintained our focus on operating efficiently and controlling discretionary spending during the quarter, although the deleveraging effect from the decrease in revenue and increases in depreciation and miscellaneous expenses led to an increase in our operating ratio. As a result, our net income and diluted earnings per share decreased 12.2% and 10.5%, respectively, for the third quarter of 2025 as compared to the same period of 2024 and decreased 13.9% and 12.0%, respectively, for the first nine months of 2025 as compared to the same period of 2024.

Previous wording

Our revenue decreased $91.0 million, or 6.1%, and $176.2 million, or 6.0%, in the second quarter and first six months of 2025, respectively, as compared to the same periods of 2024, primarily due to a decrease in volumes. LTL tonnage per day decreased 9.3% and 7.8% in the second quarter and first six months of 2025, respectively, as compared to the same periods of 2024, due to a combination of the decreases in both LTL shipments per day and LTL weight per shipment, which reflects continued softness in the domestic economic environment.

Current wording

Our revenue decreased $63.7 million, or 4.3%, and $239.9 million, or 5.4%, in the third quarter and first nine months of 2025, respectively, as compared to the same periods of 2024, primarily due to a decrease in volumes. LTL tonnage per day decreased 9.0% and 8.2% in the third quarter and first nine months of 2025, respectively, as compared to the same periods of 2024, due to decreases in both LTL shipments per day and LTL weight per shipment, which reflects continued softness in the domestic economic environment.

Previous wording

The decrease in our volumes was partially offset by an increase in our LTL revenue per hundredweight of 3.4% and 2.8% in the second quarter and first six months of 2025, respectively, as compared to the same periods of 2024. These changes include the impact of lower fuel surcharges that resulted from a decline in the average price of diesel fuel during the comparable periods. Excluding fuel surcharges, LTL revenue per hundredweight increased 5.3% and 4.7% in the second quarter and first six months of 2025, respectively, as compared to the same periods of 2024. We believe the increase in our LTL revenue-per-hundredweight metrics in the second quarter and first six months of 2025, as compared to the same periods of 2024, was driven by the ongoing execution of our long-term yield management strategy. Our consistent, cost-based approach to pricing focuses on offsetting our cost inflation while also supporting additional investments into our business to expand capacity and enhance our technology.

Current wording

The decreases in our volumes were partially offset by increases in our LTL revenue per hundredweight of 4.7% and 3.4% in the third quarter and first nine months of 2025, respectively, as compared to the same periods of 2024. Our LTL revenue per hundredweight, excluding fuel surcharges, also increased 4.7% in the third quarter of 2025 as compared to the same period of 2024. In the first nine months of 2025, the increase in our LTL revenue per hundredweight includes the impact of lower fuel surcharges that resulted from a decline in the average price of diesel fuel from the comparable period. Our LTL revenue per hundredweight, excluding fuel surcharges, increased 4.7% in the first nine months of 2025 as compared to the same period of 2024. We believe the increase in our LTL revenue-per-hundredweight metrics in the third quarter and first nine months of 2025, as compared to the same periods of 2024, was driven by the ongoing execution of our long-term yield management strategy. Our consistent, cost-based approach to pricing focuses on offsetting our cost inflation while also supporting additional investments into our business to expand capacity and enhance our technology.

Previous wording

Revenue per day decreased 4.5% in July 2025 as compared to the same month last year. LTL tons per day decreased 8.3%, due to a 7.2% decrease in LTL shipments per day and a 1.1% decrease in LTL weight per shipment. LTL revenue per hundredweight increased 4.2% as compared to the same month last year. LTL revenue per hundredweight, excluding fuel surcharges, increased 4.6% as compared to the same month last year.

Current wording

Revenue per day decreased 6.8% in October 2025 as compared to the same month last year. LTL tons per day decreased 11.7%, due to a 9.8% decrease in LTL shipments per day and a 2.2% decrease in LTL weight per shipment. LTL revenue per hundredweight increased 5.6% as compared to the same month last year. LTL revenue per hundredweight, excluding fuel surcharges, increased 5.3% as compared to the same month last year.

Previous wording

Salaries, wages and benefits decreased $11.7 million, or 1.7%, in the second quarter of 2025 as compared to the second quarter of 2024, due to a $16.9 million, or 3.4%, decrease in salaries and wages that was partially offset by a $5.2 million, or 2.8%, increase in employee benefit costs. Salaries, wages and benefits decreased $22.0 million, or 1.6%, in the first six months of 2025 as compared to the same period of 2024, due to a $33.5 million, or 3.4%, decrease in salaries and wages that was partially offset by an $11.5 million, or 3.2%, increase in employee benefit costs.

Current wording

Salaries, wages and benefits decreased $18.2 million, or 2.7%, in the third quarter of 2025 as compared to the third quarter of 2024, due to a $17.2 million, or 3.5%, decrease in salaries and wages and a $1.0 million, or 0.5%, decrease in employee benefit costs. Salaries, wages and benefits decreased $40.2 million, or 2.0%, in the first nine months of 2025 as compared to the same period of 2024, due to a $50.7 million, or 3.4%, decrease in salaries and wages that was partially offset by a $10.5 million, or 1.9%, increase in employee benefit costs.

Previous wording

The decrease in salaries and wages in the second quarter and first six months of 2025, as compared to the same periods of 2024, was primarily due to the decrease of 4.8% and 4.7%, respectively, in our average number of active full-time employees as we balanced our workforce with current shipping trends. Our productive labor costs, which include wages for drivers, platform employees, and fleet technicians, increased as a percent of revenue to 24.4% and 24.5%, respectively, in the second quarter and first six months of 2025, as compared to 23.7% and 23.9%, respectively, in the same periods of 2024 as a result of the decrease in network density. Despite this decrease in network density that generally results from the decline in volumes, our team continued to deliver superior service to our customers while also focusing on operating efficiencies. Our other salaries and wages as a percent of revenue increased to 9.8% and 9.9%, respectively, in the second quarter and first six months of 2025, as compared to 9.5% and 9.6%, respectively, in the same periods of 2024.

Current wording

The decrease in salaries and wages in the third quarter and first nine months of 2025, as compared to the same periods of 2024, was primarily due to the decrease of 6.2% and 5.2%, respectively, in our average number of active full-time employees as we balanced our workforce with current shipping trends. Salaries and wages also decreased as a result of lower performance-based bonus compensation, the impacts of which were partially offset by the annual wage increase provided to our employees at the beginning of both September 2025 and 2024. Our productive labor costs, which include wages for drivers, platform employees, and fleet technicians, increased as a percent of revenue to 24.1% and 24.4%, respectively, in the third quarter and first nine months of 2025, as compared to 24.0% in both the third quarter and first nine months of 2024 as a result of the decrease in network density. Despite this decrease in network density that generally results from the decline in volumes, our team continued to deliver superior service to our customers while also focusing on operating efficiencies. Our other salaries and wages as a percent of revenue increased to 9.7% and 9.8%, respectively, in the third quarter and first nine months of 2025, as compared to 9.4% and 9.5%, respectively, in the same periods of 2024.

Previous wording

The costs attributable to employee benefits increased in both the second quarter and the first six months of 2025, as compared to the same periods of 2024, primarily due to higher costs associated with our group health and dental plans. The increase in group health benefit costs was primarily due to increases in the average costs per claim in the second quarter and the first six months of 2025. As a result, employee benefit costs as a percent of salaries and wages increased to 39.5% in the second quarter of 2025 from 37.2% in the comparable period of 2024 and increased to 38.9% in the first six months of 2025 from 36.4% in the comparable period of 2024.

Current wording

Our costs attributable to employee benefits were negatively impacted by higher costs associated with our group health and dental plans during the third quarter and first nine months of 2025 due to increases in the average costs per claim as compared to the same periods of 2024. Our employee benefit costs were also impacted by decreases in retirement benefit plan costs directly linked to our net income as well as the reduction in our average number of active full-time employees. As a result, employee benefit costs as a percent of salaries and wages increased to 39.7% in the third quarter of 2025 from 38.6% in the comparable period of 2024 and increased to 39.2% in the first nine months of 2025 from 37.1% in the comparable period of 2024.

Previous wording

Operating supplies and expenses decreased $18.6 million, or 11.5%, and $41.1 million, or 12.3%, in the second quarter and first six months of 2025, respectively, as compared to the same periods of 2024, primarily due to decreases in our costs for diesel fuel used in our vehicles as well as lower maintenance and repair costs. The cost of diesel fuel, excluding fuel taxes, represents the largest component of operating supplies and expenses, and can vary based on both average price per gallon and consumption. Our average cost per gallon of diesel fuel decreased 10.9% and 10.6% in the second quarter and first six months of 2025, respectively, as compared to the same periods of 2024. We do not use diesel fuel hedging instruments; therefore, our costs are subject to market price fluctuations. Our gallons consumed decreased 8.0% and 7.3% in the second quarter and first six months of 2025, respectively, as compared to the same periods of 2024, primarily due to a decrease in miles driven. Additionally, our other operating supplies and expenses decreased between the periods compared primarily due to lower maintenance and repair costs driven by improvement in the average age of our fleet that resulted from our consistent execution of our capital expenditure programs.

Current wording

Operating supplies and expenses decreased $12.0 million, or 7.7%, and $53.1 million, or 10.9%, in the third quarter and first nine months of 2025, respectively, as compared to the same periods of 2024, due to decreases in our costs for diesel fuel used in our vehicles as well as lower maintenance and repair costs. The cost of diesel fuel, excluding fuel taxes, represents the largest component of operating supplies and expenses, and can vary based on both average price per gallon and consumption. Our average cost per gallon of diesel fuel increased 2.3% in the third quarter of 2025 and decreased 6.7% in the first nine months of 2025 as compared to the same periods of 2024. We do not use diesel fuel hedging instruments; therefore, our costs are subject to market price fluctuations. Our gallons consumed decreased 8.6% and 7.7% in the third quarter and first nine months of 2025, respectively, as compared to the same periods of 2024, primarily due to a decrease in miles driven. Additionally, our other operating supplies and expenses decreased between the periods compared primarily due to lower maintenance and repair costs for our fleet.

Previous wording

Depreciation and amortization costs increased $6.1 million, or 7.2%, and $10.7 million, or 6.3%, in the second quarter and first six months of 2025, respectively, as compared to the same periods of 2024, primarily due to the increases in depreciation costs of the assets acquired as part of our 2024 and 2025 capital expenditure programs. We believe depreciation costs will continue to increase in future periods based on our 2025 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.

Current wording

Depreciation and amortization costs increased $5.6 million, or 6.4%, and $16.3 million, or 6.4%, in the third quarter and first nine months of 2025, respectively, as compared to the same periods of 2024, primarily due to the increases in depreciation costs of the assets acquired as part of our 2024 and 2025 capital expenditure programs. We believe depreciation costs will continue to increase in future periods based on our 2025 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.

Previous wording

Our effective tax rate was 24.8% for both the second quarter and first six months of 2025, as compared to 24.5% and 25.0%, respectively, for the second quarter and first six months of 2024. 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.

Current wording

Our effective tax rate was 24.8% for both the third quarter and first nine months of 2025, as compared to 23.4% and 24.5%, respectively, for the third quarter and first nine months of 2024. 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.

Previous wording

The change in our cash flows provided by operating activities during the first six months of 2025 as compared to the first six months of 2024 was due to decreases in net income and in certain working capital accounts, primarily related to changes in net income taxes and customer and other receivables.

Current wording

The change in our cash flows provided by operating activities during the first nine months of 2025 as compared to the first nine months of 2024 was due to a decrease in net income and changes in certain working capital accounts, primarily related to receivables.

Previous wording

The change in our cash flows used in investing activities during the first six months of 2025 as compared to the first six months of 2024 was primarily due to the reduction in our 2025 capital expenditure plan as compared to 2024. Changes in our capital expenditures are more fully described below under “Capital Expenditures.”

Current wording

The change in our cash flows used in investing activities during the first nine months of 2025 as compared to the first nine months of 2024 was primarily due to the reduction in our 2025 capital expenditure plan as compared to 2024. Changes in our capital expenditures are more fully described below under “Capital Expenditures.”

Previous wording

The change in our cash flows used in financing activities during the first six months of 2025 as compared to the first six months of 2024 was primarily due to lower repurchases of our common stock in the first six months of 2025, as we entered into an accelerated share repurchase agreement in the second quarter of 2024, and an increase in net borrowings under our credit agreement in the second quarter of 2025. Our repurchases of common stock and financing arrangements are more fully described below under “Stock Repurchase Program” and “Financing Agreements,” respectively.

Current wording

The change in our cash flows used in financing activities during the first nine months of 2025 as compared to the first nine months of 2024 was primarily due to lower cash utilized for repurchases of our common stock in the first nine months of 2025, as we entered into an accelerated share repurchase agreement in the second quarter of 2024, and an increase in net borrowings under our credit agreement in the second and third quarters of 2025. Our repurchases of common stock and financing arrangements are more fully described below under “Stock Repurchase Program” and “Financing Agreements,” respectively.

Previous wording

We have four primary sources of available liquidity: cash flows from operations, our existing cash and cash equivalents, available borrowings under our third amended and restated credit agreement with Wells Fargo Bank, National Association serving as administrative agent for the lenders, dated March 22, 2023 (as subsequently amended on May 23, 2025, the “Credit Agreement”), and our Note Purchase and Private Shelf Agreement with PGIM, Inc. (“Prudential”) and certain affiliates and managed accounts of Prudential (as subsequently amended, the “Note Agreement”). The Credit Agreement and the Note Agreement are described in more detail below under “Financing Agreements.” We believe we also have sufficient access to debt and equity markets to provide other sources of liquidity, if needed.

Current wording

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

Previous wording

The table below sets forth our net capital expenditures for property and equipment for the six-month period ended June 30, 2025 and the years ended December 31, 2024 and 2023:

Current wording

The table below sets forth our net capital expenditures for property and equipment for the nine-month period ended September 30, 2025 and the years ended December 31, 2024 and 2023:

Previous wording

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 in order to support 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.

Current wording

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. We expect our capital expenditures to remain below this range in both 2025 and 2026 as we continue to utilize available capacity within our existing network for growth.

Previous wording

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. At June 30, 2025, we had $1.85 billion remaining authorized under the 2023 Repurchase Program.

Current wording

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.

Previous wording

Our Board of Directors declared a cash dividend of $0.28 per share for each of the first three quarters of 2025 and declared a cash dividend of $0.26 per share for each quarter of 2024.

Current wording

Our Board of Directors declared a cash dividend of $0.28 per share for each quarter of 2025 and declared a cash dividend of $0.26 per share for each quarter of 2024.

Previous wording

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.

Current wording

At our option, borrowings under the Credit Agreement bear interest at either: (i) the Secured Overnight Financing Rate (“SOFR”) plus the Term SOFR Adjustment, as defined in the Credit Agreement, equal to 0.100%, plus an applicable margin that ranges from 1.000% to 1.375%; or (ii) a Base Rate, as defined in the Credit Agreement, plus an applicable margin that ranges from 0.000% to 0.375%. The applicable margin for each of the foregoing options is dependent upon our consolidated debt to consolidated total capitalization ratio. Letter of credit fees equal to the applicable margin for SOFR loans are charged quarterly in arrears on the daily average aggregate stated amount of all letters of credit outstanding during the quarter. Commitment fees ranging from 0.090% to 0.175% (based upon our consolidated debt to total consolidated capitalization ratio) are charged quarterly in arrears on the aggregate unutilized portion of the Credit Agreement.