Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Feb. 21, 2022 | Jun. 30, 2021 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2021 | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | ODFL | ||
Entity Registrant Name | OLD DOMINION FREIGHT LINE, INC. | ||
Entity Central Index Key | 0000878927 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Common Stock, Shares Outstanding | 114,863,803 | ||
Entity Public Float | $ 24,053,489,079 | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Well-known Seasoned Issuer | Yes | ||
ICFR Auditor Attestation Flag | true | ||
Entity Emerging Growth Company | false | ||
Entity Small Business | false | ||
Entity Shell Company | false | ||
Entity Interactive Data Current | Yes | ||
Title of 12(b) Security | Common Stock ($0.10 par value) | ||
Security Exchange Name | NASDAQ | ||
Entity File Number | 0-19582 | ||
Entity Incorporation, State or Country Code | VA | ||
Entity Tax Identification Number | 56-0751714 | ||
Entity Address, Address Line One | 500 Old Dominion Way | ||
Entity Address, City or Town | Thomasville | ||
Entity Address, State or Province | NC | ||
Entity Address, Postal Zip Code | 27360 | ||
City Area Code | 336 | ||
Local Phone Number | 889-5000 | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Documents Incorporated by Reference | Certain portions of the Company’s Proxy Statement for the 2022 Annual Meeting of Shareholders are incorporated by reference into Part III of this report. | ||
Auditor Name | Ernst & Young LLP | ||
Auditor Location | Raleigh, North Carolina | ||
Auditor Firm ID | 42 |
Balance Sheets
Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 462,564 | $ 401,430 |
Short-term investments | 254,433 | 330,274 |
Customer receivables, less allowances of $9,855 and $8,979, respectively | 567,474 | 444,653 |
Income taxes receivable | 19,218 | |
Other receivables | 12,410 | 9,569 |
Prepaid expenses and other current assets | 67,688 | 57,413 |
Total current assets | 1,383,787 | 1,243,339 |
Property and equipment: | ||
Revenue equipment | 2,146,205 | 1,885,649 |
Land and structures | 2,463,949 | 2,218,290 |
Other fixed assets | 512,340 | 475,264 |
Leasehold improvements | 13,131 | 12,226 |
Total property and equipment | 5,135,625 | 4,591,429 |
Less: Accumulated depreciation | (1,919,939) | (1,677,398) |
Net property and equipment | 3,215,686 | 2,914,031 |
Other assets | 222,071 | 212,040 |
Total assets | 4,821,544 | 4,369,410 |
Current liabilities: | ||
Accounts payable | 82,519 | 68,511 |
Compensation and benefits | 257,905 | 191,303 |
Claims and insurance accruals | 61,822 | 53,092 |
Other accrued liabilities | 61,988 | 51,513 |
Income taxes payable | 8,711 | |
Total current liabilities | 464,234 | 373,130 |
Long-term debt | 99,947 | 99,931 |
Other non-current liabilities | 328,838 | 349,851 |
Deferred income taxes | 248,718 | 220,210 |
Total long-term liabilities | 677,503 | 669,992 |
Total liabilities | 1,141,737 | 1,043,122 |
Commitments and contingent liabilities | ||
Shareholders’ equity | ||
Common stock - $0.10 par value, 280,000,000 shares authorized, 115,011,172 and 117,057,696 shares outstanding at December 31, 2021 and December 31, 2020, respectively. | 11,501 | 11,706 |
Capital in excess of par value | 174,445 | 226,451 |
Retained earnings | 3,493,861 | 3,088,131 |
Total shareholders’ equity | 3,679,807 | 3,326,288 |
Total liabilities and shareholders’ equity | $ 4,821,544 | $ 4,369,410 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Statement Of Financial Position [Abstract] | ||
Customer receivables, allowances | $ 9,855 | $ 8,979 |
Common stock, par value | $ 0.10 | $ 0.10 |
Common stock, shares authorized | 280,000,000 | 280,000,000 |
Common stock, shares outstanding | 115,011,172 | 117,057,696 |
Statements of Operations
Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Statement [Abstract] | |||
Revenue from operations | $ 5,256,328 | $ 4,015,129 | $ 4,109,111 |
Operating expenses: | |||
Salaries, wages and benefits | 2,467,985 | 2,053,894 | 2,122,464 |
Operating supplies and expenses | 567,615 | 373,431 | 473,114 |
General supplies and expenses | 136,059 | 110,279 | 123,975 |
Operating taxes and licenses | 133,452 | 116,943 | 116,839 |
Insurance and claims | 53,549 | 42,364 | 52,549 |
Communications and utilities | 34,149 | 31,542 | 29,601 |
Depreciation and amortization | 259,883 | 261,259 | 253,681 |
Purchased transportation | 185,785 | 97,947 | 89,636 |
Miscellaneous expenses, net | 26,249 | 20,588 | 28,546 |
Total operating expenses | 3,864,726 | 3,108,247 | 3,290,405 |
Operating income | 1,391,602 | 906,882 | 818,706 |
Non-operating expense (income): | |||
Interest expense | 1,727 | 2,782 | 377 |
Interest income | (786) | (1,830) | (6,763) |
Other expense, net | 2,238 | 4,566 | 1,143 |
Total non-operating expense (income) | 3,179 | 5,518 | (5,243) |
Income before income taxes | 1,388,423 | 901,364 | 823,949 |
Provision for income taxes | 354,048 | 228,682 | 208,431 |
Net income | $ 1,034,375 | $ 672,682 | $ 615,518 |
Earnings per share: | |||
Basic | $ 8.94 | $ 5.71 | $ 5.11 |
Diluted | $ 8.89 | $ 5.68 | $ 5.10 |
Weighted average shares outstanding: | |||
Basic | 115,651,411 | 117,737,180 | 120,414,218 |
Diluted | 116,409,989 | 118,493,203 | 120,609,599 |
Dividends declared per share | $ 0.80 | $ 0.60 | $ 0.45 |
Statements of Changes in Shareh
Statements of Changes in Shareholders' Equity - USD ($) shares in Thousands, $ in Thousands | Total | Common Stock [Member] | Capital In Excess Of Par Value [Member] | Retained Earnings [Member] |
Balance at Dec. 31, 2018 | $ 2,680,483 | $ 12,185 | $ 138,210 | $ 2,530,088 |
Balance, in shares at Dec. 31, 2018 | 121,847 | |||
Net income | 615,518 | 615,518 | ||
Share repurchases | (240,960) | $ (240) | (240,720) | |
Share repurchases, shares | (2,403) | |||
Cash dividends declared | (54,584) | (54,584) | ||
Reclassification of liability for modified equity awards | 64,991 | 64,991 | ||
Share-based compensation and share issuances, net of forfeitures | 16,717 | $ 10 | 16,707 | |
Share-based compensation and share issuances, net of forfeitures, shares | 104 | |||
Taxes paid in exchange for shares withheld | (1,448) | $ (2) | (1,446) | |
Taxes paid in exchange for shares withheld, shares | (15) | |||
Balance at Dec. 31, 2019 | 3,080,717 | $ 11,953 | 218,462 | 2,850,302 |
Balance, in shares at Dec. 31, 2019 | 119,533 | |||
Net income | 672,682 | 672,682 | ||
Share repurchases | (364,057) | $ (250) | (363,807) | |
Share repurchases, shares | (2,508) | |||
Cash dividends declared | (71,046) | (71,046) | ||
Cash paid for fractional shares | (612) | $ (1) | (611) | |
Cash paid for fractional shares, shares | (5) | |||
Share-based compensation and share issuances, net of forfeitures | 11,337 | $ 6 | 11,331 | |
Share-based compensation and share issuances, net of forfeitures, shares | 57 | |||
Taxes paid in exchange for shares withheld | (2,733) | $ (2) | (2,731) | |
Taxes paid in exchange for shares withheld, shares | (19) | |||
Balance at Dec. 31, 2020 | 3,326,288 | $ 11,706 | 226,451 | 3,088,131 |
Balance, in shares at Dec. 31, 2020 | 117,058 | |||
Net income | 1,034,375 | 1,034,375 | ||
Share repurchases | (536,465) | $ (209) | (536,256) | |
Share repurchases, shares | (2,083) | |||
Forward contract for accelerated share repurchases | (62,500) | (62,500) | ||
Cash dividends declared | (92,389) | (92,389) | ||
Share-based compensation and share issuances, net of forfeitures | 15,039 | $ 6 | 15,033 | |
Share-based compensation and share issuances, net of forfeitures, shares | 57 | |||
Taxes paid in exchange for shares withheld | (4,541) | $ (2) | (4,539) | |
Taxes paid in exchange for shares withheld, shares | (21) | |||
Balance at Dec. 31, 2021 | $ 3,679,807 | $ 11,501 | $ 174,445 | $ 3,493,861 |
Balance, in shares at Dec. 31, 2021 | 115,011 |
Statements of Cash Flows
Statements of Cash Flows - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Cash flows from operating activities: | |||
Net income | $ 1,034,375,000 | $ 672,682,000 | $ 615,518,000 |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Depreciation and amortization | 259,899,000 | 261,267,000 | 253,681,000 |
Noncash lease expense | 14,890,000 | 11,963,000 | 11,066,000 |
(Gain) loss on disposal of property and equipment | (563,000) | 736,000 | 6,066,000 |
Deferred income taxes | 30,165,000 | (41,011,000) | 13,157,000 |
Share-based compensation | 15,039,000 | 11,337,000 | 16,717,000 |
Changes in assets and liabilities: | |||
Customer and other receivables, net | (125,562,000) | (49,045,000) | 30,330,000 |
Prepaid expenses and other assets | (38,387,000) | (1,722,000) | (16,807,000) |
Accounts payable | 14,008,000 | (1,743,000) | (8,264,000) |
Compensation, benefits and other accrued liabilities | 32,437,000 | 72,928,000 | 3,263,000 |
Claims and insurance accruals | 10,963,000 | (1,459,000) | 5,297,000 |
Income taxes, net | (27,929,000) | 8,750,000 | 32,612,000 |
Other liabilities | (6,729,000) | (11,659,000) | 21,252,000 |
Net cash provided by operating activities | 1,212,606,000 | 933,024,000 | 983,888,000 |
Cash flows from investing activities: | |||
Purchase of property and equipment | (550,077,000) | (225,081,000) | (479,325,000) |
Proceeds from sale of property and equipment | 19,548,000 | 3,690,000 | 5,686,000 |
Purchase of short-term investments | (359,389,000) | (360,160,000) | |
Proceeds from maturities of short-term investments | 435,130,000 | 29,988,000 | |
Other investing activities, net | (500,000) | (100,000) | |
Net cash used in investing activities | (455,288,000) | (551,663,000) | (473,639,000) |
Cash flows from financing activities: | |||
Proceeds from issuance of long-term debt | 99,923,000 | ||
Principal payments under debt agreements | (45,000,000) | ||
Dividends paid | (92,366,000) | (71,023,000) | (54,552,000) |
Payments for share repurchases | (536,465,000) | (364,057,000) | (240,960,000) |
Forward contract for accelerated share repurchases | (62,500,000) | ||
Other financing activities, net | (4,853,000) | (3,345,000) | (1,448,000) |
Net cash used in financing activities | (696,184,000) | (383,502,000) | (296,960,000) |
Increase (decrease) in cash and cash equivalents | 61,134,000 | (2,141,000) | 213,289,000 |
Cash and cash equivalents at beginning of year | 401,430,000 | 403,571,000 | 190,282,000 |
Cash and cash equivalents at end of year | 462,564,000 | 401,430,000 | 403,571,000 |
Income taxes paid | 352,826,000 | 266,506,000 | 157,290,000 |
Interest paid | 4,232,000 | 5,686,000 | 3,857,000 |
Capitalized interest | 2,655,000 | $ 2,473,000 | $ 3,128,000 |
Supplemental disclosure of noncash investing and financing activities: | |||
Noncash purchases of property | $ 16,034,000 |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | Note 1. Significant Accounting Policies Business 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 one operating segment and no single customer exceeds 6% of our revenue. The composition of our revenue is summarized below: Year Ended December 31, In thousands) 2021 2020 2019 LTL services $ 5,177,497 $ 3,961,054 $ 4,055,467 Other services 78,831 54,075 53,644 Total revenue $ 5,256,328 $ 4,015,129 $ 4,109,111 Basis of Presentation The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. Certain amounts in prior years have been reclassified to conform prior years’ financial statements to the current presentation. 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. Revenue and Expense Recognition We recognize revenue based upon when our transportation and related services have been completed in accordance with the bill of lading (“BOL”) contract, our general tariff provisions and contractual agreements with our customers. Generally, our performance obligations begin when we receive a BOL from a customer and are satisfied when we complete the delivery of a shipment and related services. We recognize revenue for our performance obligations under our customer contracts over time, as our customers receive the benefits of our services in accordance with Accounting Standards Update (“ASU”) 2014-09. With respect to services not completed at the end of a reporting period, we use a percentage of completion method to allocate the appropriate revenue to each separate reporting period. Under this method, we develop a factor for each uncompleted shipment by dividing the actual number of days in transit at the end of a reporting period by that shipment’s standard delivery time schedule. This factor is applied to the total revenue for that shipment and revenue is allocated between reporting periods accordingly. Payment terms vary by customer and are short-term in nature. Expenses are recognized when incurred. Allowances for Uncollectible Accounts and Revenue Adjustments We maintain an allowance for uncollectible accounts for estimated losses resulting from the inability of our customers to make required payments. We estimate this allowance by analyzing the aging of our customer receivables, our historical loss experience and other trends and factors affecting the credit risk of our customers, including anticipated changes to future performance. Write-offs occur when we determine an account to be uncollectible and could differ from our allowance estimate as a result of factors such as changes in the overall economic environment or risks surrounding our customers. Additional allowances may be required if the financial condition of our customers were to deteriorate, resulting in an impairment of their ability to make payments. We periodically review the underlying assumptions in our estimate of the allowance for uncollectible accounts to ensure that the allowance reflects the most recent trends and factors. We also maintain an allowance for estimated revenue adjustments resulting from future billing corrections, customer allowances, money-back service guarantees and other miscellaneous revenue adjustments. These revenue adjustments are recorded in our revenue from operations. We us e historical experience, trends, current information and anticipated changes to future performance to update and evaluate these estimates. Credit Risk Financial instruments that potentially subject us to concentrations of credit risk consist principally of customer receivables. We perform initial and ongoing credit evaluations of our customers to minimize credit risk. We generally do not require collateral but may require prepayment of our services under certain circumstances. Credit risk is generally diversified due to the large number of entities comprising our customer base and their dispersion across many different industries and geographic regions. Cash and Cash Equivalents We consider cash on hand and deposits in banks along with certificates of deposit and short-term marketable securities with original maturities of three months or less as cash and cash equivalents. Short-term Investments The Company’s investments in certificates of deposit, U.S. government securities, and commercial paper with an original maturity of greater than three months have been classified and accounted for as trading securities, and are reported in “Short-term investments” on our Balance Sheets. These investments are measured at fair value each reporting period, with gains or losses recorded in “Non-operating expense (income)” on our Statements of Operations. Property and Equipment Property and equipment are stated at cost. Major additions and improvements are capitalized, while maintenance and repairs that do not improve or extend the lives of the respective assets are charged to expense as incurred. We capitalize the cost of tires mounted on purchased revenue equipment as a part of the total equipment cost. Subsequent replacement tires are expensed at the time those tires are placed in service. We assess the realizable value of our long-lived assets and evaluate such assets for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. Depreciation of property and equipment is calculated using the straight-line method over the estimated useful lives of the related assets. The following table provides the estimated useful lives by asset type: Structures 7 to 30 years Revenue equipment 4 to 15 years Other equipment 2 to 20 years Leasehold improvements Lesser of economic life or life of lease Depreciation expense was $259.9 million, $261.3 million and $253.7 million for 2021, 2020 and 2019, respectively. Claims and Insurance Accruals We carry a significant amount of insurance with third-party insurance carriers that provides various levels of protection for our risk exposure, including protection in the areas of property, casualty, cyber, management, and group health, with coverage limits and retention and deductible levels that we believe are reasonable given historical claim activity and severity. We believe that our policy of maintaining self-insured retentions or deductibles under these various insurance programs for a portion of our risks, supported by our safety, claims management and loss prevention programs, is an effective means of managing insurance costs. We periodically review our risk exposure and insurance coverage applicable to those risks and believe that we maintain sufficient insurance coverage. Claims and insurance accruals reflect the Company’s estimated cost of claims for cargo loss and damage, BIPD, workers’ compensation, group health and group dental. These accruals include amounts for future claims development and claims incurred but not reported, which are primarily based on historical claims development experience. The related cost for cargo loss and damage and BIPD is charged to “Insurance and claims” on our Statements of Operations, while the related costs for workers’ compensation, group health and group dental are charged to “Salaries, wages and benefits” on our Statements of Operations. Our liability for claims and insurance totaled $150.6 million and $139.6 million at December 31, 2021 and 2020, respectively. The long-term portions of those reserves were $88.7 million and $86.5 million for 2021 and 2020, respectively, which were included in “Other non-current liabilities” on our Balance Sheets. Share-Based Compensation We have various share-based compensation plans for our employees and non-employee directors. Our share-based compensation includes awards of phantom stock, restricted stock, and performance-based restricted stock units which are accounted for under ASC Topic 718, Compensation - Stock Compensation Cash settled phantom stock awards are accounted for as a liability under ASC Topic 718 and changes in the fair value of our liability are recognized as compensation cost over the remaining requisite service period. Changes in the fair value of the liability that occur after the requisite service period are recognized as compensation cost during the period in which the changes occur. We remeasure the liability for the outstanding awards at the end of each reporting period and the compensation cost is based on the change in fair market value for each reporting period. As of December 31, 2021 and 2020, there were no unsettled phantom stock awards accounted for as a liability under the Phantom Plans, as defined in Note 8. In December 2019, we modified our employee and director phantom stock plans to permit the settlement of outstanding phantom stock awards in shares of the Company’s common stock in lieu of cash settlement. Awards for plan participants electing to settle their awards in stock were amended and certain vesting provisions were waived. Modified awards are accounted for as equity awards rather than liability awards under ASC Topic 718, as they are settled in common stock rather than cash. The total compensation cost of the amended awards was remeasured on the modification date. Any excess over the previously recognized compensation cost will be recognized on a straight-line basis over the requisite remaining period. Awards of restricted stock and performance-based restricted stock units are accounted for as equity under ASC Topic 718. We recognize compensation cost, net of estimated forfeitures, for restricted stock awards on a straight-line basis over the requisite service period of each award. Compensation cost for performance-based restricted stock unit awards is recognized using the accelerated attribution method over the requisite service period of each award. At the end of each reporting period, we reassess the probability of achieving performance targets and changes to our initial assessment are reflected in the reporting period in which the change in estimate occurs. Advertising The costs of advertising our services are expensed as incurred and are included in “General supplies and expenses” on our Statements of Operations. Advertising costs charged to expense totaled $28.1 million, $19.0 million and $28.3 million for 2021, 2020 and 2019, respectively. Fair Value of Financial Instruments Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The levels of inputs used to measure fair value are: • Level 1 — Quoted prices for identical instruments in active • Level 2 — Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which all significant inputs are observable in active markets; and • Level 3 — Valuations based on inputs that are unobservable, generally utilizing pricing models or other valuation techniques that reflect management’s judgment and estimates. Our short-term investments and our long-term debt, including current maturities, are measured at fair value on a recurring basis, and are further described in Note 9. Our other financial securities in current assets and current liabilities approximate their fair value due to the short-term maturities of these instruments. Stock Repurchase Program On May 1, 2020, we announced that our Board of Directors had approved a 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. 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 d oes 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 May 29, 2020, we entered into an accelerated share repurchase agreement (the “May 2020 ASR Agreement”) with a third-party financial institution. The May 2020 ASR Agreement was settled during the fourth quarter of 2020, 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 May 2020 ASR Agreement, we repurchased 683,434 shares for $125.0 million. On February 25, 2021, we entered into an accelerated share repurchase agreement (the “February 2021 ASR Agreement”) with a third-party financial institution. The February 2021 ASR Agreement 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 $275.0 million. On August 26, 2021, we entered into an accelerated share repurchase agreement (the “August 2021 ASR Agreement”) with a third-party financial institution. Under the August 2021 ASR Agreement, we paid the third-party financial institution $250.0 million and received an initial delivery of 655,365 shares of our common stock for $187.5 million, representing approximately 75% of the total value of shares to be received by us under the August 2021 ASR Agreement. At December 31, 2021, our repurchase programs had $2.02 billion remaining available, including $62.5 million that was deferred until final settlement occurred on the August 2021 ASR Agreement, leaving $1.96 billion remaining available and uncommitted. The August 2021 ASR Agreement was settled during January 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. The 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 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 Statements of Changes in Shareholders’ Equity. Comprehensive Income The Company has no components of other comprehensive income. Accordingly, net income equals comprehensive income for all periods presented in this report. |
Long-term Debt
Long-term Debt | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Long-term Debt | Note 2. Long-term Debt Long-term debt, net of unamortized debt issuance costs, consisted of the following: December 31, (In thousands) 2021 2020 Senior notes $ 99,947 $ 99,931 Revolving credit facility — — Total long-term debt 99,947 99,931 Less: Current maturities — — Total maturities due after one year $ 99,947 $ 99,931 Note Agreement We had an unsecured senior note agreement with a principal amount outstanding of $45.0 million at December 31, 2019 (the “Senior Note”). The agreement for the Senior Note called for a scheduled principal payment of $45.0 million, with an interest rate of 4.79%, on January 3, 2021, which was paid in the fourth quarter of 2020. 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”) on May 4, 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 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 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”) or other senior promissory notes issued pursuant to the Note Agreement. Credit Agreement The Credit Agreement provides for a five-year, $250.0 million senior unsecured revolving line of credit and a $150.0 million accordion feature, which if fully exercised and approved, would expand the total borrowing capacity up to an aggregate of $400.0 million. Of the $250.0 million line of credit commitments under the Credit Agreement, up to $100.0 million may be used for letters of credit. At our option, borrowings under the Credit Agreement bear interest at either: (i) 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 $39.2 General 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). |
Leases
Leases | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Leases | Note 3. Leases We lease certain assets under operating leases, which at December 31, 2021 primarily consist of real estate leases for certain service center locations and automotive leases for private passenger vehicles. Certain operating leases provide for renewal options, which can vary by lease and are typically offered at their fair rental value. We have not made any residual value guarantees related to our operating leases; therefore, we have no corresponding liability recorded on our Balance Sheets. The right-of-use assets and corresponding lease liabilities on our Balance Sheet represent payments over the lease term, which includes renewal options for certain real estate leases that we are likely to exercise. These renewal options begin in 2022 and continue through 2033, and range from one to ten years in length. Short-term leases, which have an initial term of 12 months or less, are not included in our right-of-use assets, or corresponding lease liabilities. Of our total lease liabilities, $14.0 million and $13.0 million are classified as current and are presented within “Other accrued liabilities,” and $88.8 million and $93.3 million are classified as non-current and is presented within “Other non-current liabilities,” on our Balance Sheet as of December 31, 2021 and 2020, respectively. Our right-of-use assets totaled $100.3 million and $104.4 million and are presented within “Other assets,” which is classified as long-term, on our Balance Sheet as of December 31, 2021 and 2020, respectively. Future lease payments for assets under operating leases, as well as a reconciliation to our total lease liabilities as of December 31, 2021, are as follows: (In thousands) Lease Payments (a) 2022 $ 16,909 2023 15,650 2024 13,480 2025 11,012 2026 10,734 Thereafter 53,463 Total lease payments $ 121,248 Less: imputed interest (18,459 ) Total lease liabilities $ 102,789 (a) Lease payments include lease extensions that are reasonably certain to be exercised. The weighted average lease term for our operating leases was 9.0 years and 9.4 years at December 31, 2021 and 2020, respectively. The discount rate used in the calculation of our right-of-use assets and corresponding lease liabilities was determined based on the stated rate within each contract when available, or our collateralized borrowing rate from lending institutions. The weighted average discount rate for our operating leases was 3.0% and 3.1% as of December 31, 2021 and 2020, respectively. Cash paid for amounts included in the measurement of our operating leases was $17.6 million and $14.5 million for the years ended December 31, 2021 and 2020, respectively. Aggregate expense under operating leases was $19.0 million, $16.0 million and $14.7 million for 2021, 2020 and 2019, respectively. Certain operating leases include rent escalation provisions, which we recognize as expense on a straight-line basis. Lease expense is presented within “Operating supplies and expenses” or “General supplies and expenses,” depending on the nature of the use of the leased asset. During the years ended December 31, 2021 and 2020, we added $12.2 million and $51.1 million of right-of-use assets, respectively, in exchange for new operating lease liabilities. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 4. Income Taxes The components of the provision for income taxes are as follows: Year Ended December 31, (In thousands) 2021 2020 2019 Current: Federal $ 253,084 $ 216,469 $ 152,836 State 70,799 53,224 42,438 323,883 269,693 195,274 Deferred: Federal 26,382 (35,372 ) 12,013 State 3,783 (5,639 ) 1,144 30,165 (41,011 ) 13,157 Total provision for income taxes $ 354,048 $ 228,682 $ 208,431 The following is a reconciliation of income tax expense calculated using the U.S. statutory federal income tax rate with our income tax expense for 2021, 2020 and 2019: Year Ended December 31, (In thousands) 2021 2020 2019 Tax provision at statutory rate $ 291,569 $ 189,287 $ 173,029 State income taxes, net of federal benefit 60,036 39,098 35,507 Other, net 2,443 297 (105 ) Total provision for income taxes $ 354,048 $ 228,682 $ 208,431 Deferred tax assets and liabilities, which are included in “Other assets” and “Deferred income taxes” on our Balance Sheets, consist of the following: December 31, (In thousands) 2021 2020 Deferred tax assets: Claims and insurance reserves $ 30,773 $ 28,863 Accrued vacation 21,518 15,867 Deferred compensation 43,150 43,134 Other 21,349 29,451 Total deferred tax assets 116,790 117,315 Deferred tax liabilities: Depreciation and amortization (359,738 ) (330,751 ) Other (4,293 ) (3,640 ) Total deferred tax liabilities (364,031 ) (334,391 ) Net deferred tax liability $ (247,241 ) $ (217,076 ) We are subject to U.S. federal income tax, as well as income tax of multiple state tax jurisdictions. We remain open to examination by the Internal Revenue Service for tax years 2018 through 2021. We also remain open to examination by various state tax jurisdictions for tax years 2017 through 2021. The Company’s liability for unrecognized tax benefits was immaterial as of December 31, 2021 and 2020. Interest and penalties related to uncertain tax positions, which are immaterial, are recorded in our “Provision for income taxes” on our Statements of Operations. Changes in our liability for unrecognized tax benefits could affect our effective tax rate, if recognized, but we do not expect any material changes within the next twelve months. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 5. Related Party Transactions John R. Congdon, Jr., a member of our Board of Directors, is the cousin of David S. Congdon, Executive Chairman of our Board of Directors. Our employment agreement with David S. Congdon is incorporated by reference as an exhibit to this Annual Report on Form 10-K. We regularly disclose the amount of compensation that we pay to these individuals, as well as the compensation paid to any of their family members employed by us that from time to time may require disclosure, in the proxy statement for our Annual Meeting of Shareholders. |
Employee Benefit Plans
Employee Benefit Plans | 12 Months Ended |
Dec. 31, 2021 | |
Compensation And Retirement Disclosure [Abstract] | |
Employee Benefit Plans | Note 6. Employee Benefit Plans Defined Contribution Plan Full-time employees meeting certain eligibility requirements are automatically enrolled in our 401(k) employee retirement plan, unless the employee elects not to defer any compensation. Employee contributions are limited to a percentage of the employee’s compensation, as defined in the plan. We match a percentage of our employees’ contributions up to certain maximum limits. In addition, we may also provide a discretionary matching contribution as specified in the plan. Our employer contributions, net of forfeitures, for 2021, 2020 and 2019 were $102.0 million, $65.4 million and $60.4 million, respectively. Deferred Compensation Plan We maintain a nonqualified deferred compensation plan for the benefit of certain eligible employees, including those whose contributions to the 401(k) employee retirement plan are limited due to provisions of the Internal Revenue Code. Participating employees may elect to defer receipt of a percentage of their compensation, as defined in the plan, and the deferred amount is credited to each participant’s deferred compensation account. The plan is not funded, and the Company does not make a matching contribution to this plan. Although the plan is not funded, participants are allowed to select investment options for which their deferrals and future earnings are deemed to be invested. Participant accounts are adjusted to reflect participant deferrals and the performance of their deemed investments. The amounts owed to the participants totaled $95.2 million and $84.2 million at December 31, 2021 and 2020, respectively, of which $90.4 million and $79.1 million were included in “Other non-current liabilities” on our Balance Sheets as of December 31, 2021 and 2020, respectively. |
Earnings Per Share
Earnings Per Share | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Note 7. Earnings Per Share Basic earnings per share is computed by dividing net income by the daily weighted average number of shares of our common stock outstanding for the period, excluding unvested restricted stock. Unvested restricted stock is included in common shares outstanding on our 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: Year Ended December 31, (In thousands) 2021 2020 2019 Weighted average shares outstanding - basic 115,651,411 117,737,180 120,414,218 Dilutive effect of share-based awards 758,578 756,023 195,381 Weighted average shares outstanding - diluted 116,409,989 118,493,203 120,609,599 |
Share-Based Compensation
Share-Based Compensation | 12 Months Ended |
Dec. 31, 2021 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Share-Based Compensation | Note 8. Share-Based Compensation Stock Incentive Plan On May 19, 2016, our shareholders approved the Old Dominion Freight Line, Inc. 2016 Stock Incentive Plan (the “Stock Incentive Plan”) previously approved by our Board of Directors. The Stock Incentive Plan, under which awards may be granted until May 18, 2026 or the Stock Incentive Plan’s earlier termination, serves as our primary equity incentive plan and provides for the grant of incentive stock options, nonqualified stock options, stock appreciation rights, restricted awards, performance awards, phantom stock awards and other stock-based awards or dividend equivalent awards to selected employees and non-employee directors. The maximum number of shares of common stock that we may issue or deliver pursuant to awards granted under the Stock Incentive Plan is 3,000,000 shares. Restricted Stock Awards During 2021, 2020 and 2019, we granted restricted stock awards to selected employees and non-employee directors under the Stock Incentive Plan. The employee restricted stock awards vest in three equal annual installments on each anniversary of the grant date, and the non-employee director restricted stock awards generally vest in full on the first anniversary of the grant date. In both cases, the restricted stock awards are subject to accelerated vesting due to death, total disability, or change in control of the Company. Subject to the foregoing, unvested restricted stock awards are generally forfeited upon termination of employment. The restricted stock awards accrue dividends while the award is unvested and only carry rights to receive the accrued dividends once vested. Compensation cost for restricted stock awards is measured at the grant date based on the fair market value per share of our common stock. The following table summarizes our restricted stock award activity for employees and non-employee directors: Shares Weighted Average Grant Date Fair Value Per Share Unvested at January 1, 2021 139,863 $ 121.53 Granted 49,969 213.55 Vested (71,426 ) 116.49 Forfeited (2,830 ) 156.77 Unvested at December 31, 2021 115,576 $ 163.57 The weighted average grant date fair value per restricted stock award granted during fiscal years 2021, 2020 and 2019 was $213.55, $149.38 and $96.59, respectively. The total fair value of vested restricted stock awards for fiscal year 2021, 2020 and 2019 was $15.6 million, $11.9 million and $7.3 million, respectively. At December 31, 2021, the Company had $9.6 million of unrecognized stock-based compensation cost, net of estimated forfeitures, related to unvested restricted stock awards that are expected to be recognized over a weighted average period of 1.6 years. Performance-Based Restricted Stock Units During 2021, 2020 and 2019 we granted performance-based restricted stock units (“PBRSUs”) to selected employees under the Stock Incentive Plan. The PBRSUs are earned based on the achievement of stated Company performance metrics over a one-year performance period. One-third of the earned PBRSUs vest following the end of the one-year performance period if the performance metrics are satisfied, with an additional one-third of the PBRSUs vesting on each of the next two grant date anniversaries. Earned PBRSUs are subject to accelerated vesting due to death, total disability, or change in control of the Company. Subject to the foregoing, unvested PBRSUs are generally forfeited if minimum threshold performance targets are not achieved or upon termination of employment. The unvested PBRSUs do not include voting rights or dividend participation rights. Compensation cost for PBRSUs is measured at the grant date based on the fair market value per share of our common stock, with consideration given to the probability of achieving performance targets. At the end of each reporting period, we reassess the probability of achieving performance targets and changes to our initial assessment are reflected in the reporting period in which the change in estimate occurs. The following table summarizes our activity for PBRSUs for employees during 2021: Shares Weighted Average Grant Date Fair Value Per Share Unvested at January 1, 2021 31,072 $ 146.29 Granted (a) 37,288 204.84 Vested (10,353 ) 146.29 Forfeited — — Unvested at December 31, 2021 58,007 $ 183.93 (a) PBRSUs earned may range from zero to 200% of the target award. Actual PBRSUs earned for the 2021 performance period, as determined by the Compensation Committee, were equal to 200% of the target amount. At December 31, 2021, the Company had $3.8 million of unrecognized stock-based compensation cost, net of estimated forfeitures, related to unvested PBRSUs that are expected to be recognized over a weighted average period of 1.9 years. Phantom Stock Plan Employee Plans On October 30, 2012, our Board of Directors approved, and we adopted the Old Dominion Freight Line, Inc. 2012 Phantom Stock Plan, as amended on January 29, 2015 and December 16, 2019 (the “2012 Phantom Stock Plan”). Under the 2012 Phantom Stock Plan, 1,500,000 shares of phantom stock may be awarded, each of which represents a contractual right to receive an amount in cash or common stock equal to the fair market value of a share of our common stock on the settlement date, which is the earliest of the date of the participant’s (i) termination of employment for any reason other than for cause, (ii) death or (iii) total disability. Each award vests in 20% increments on the anniversary of the grant date provided that the participant (i) has been continuously employed by us since the grant date, (ii) has been continuously employed by us for ten years, and (iii) has reached the age of 65 (with respect to the cash settlement option). Vesting also occurs on the earliest of (i) a change in control, (ii) death or (iii) total disability. Awards are settled in cash or common stock after the required vesting period has been satisfied and upon termination of employment. Unvested shares are forfeited upon termination of employment, although our Board of Directors has authority to modify and/or accelerate the vesting of awards. On May 16, 2005, our Board of Directors approved, and the Company adopted, the Old Dominion Freight Line, Inc. Phantom Stock Plan, as amended on January 1, 2009, May 18, 2009, May 17, 2011, January 29, 2015 and December 16, 2019 (the “2005 Phantom Stock Plan” and, together with the 2012 Phantom Stock Plan, the “Employee Phantom Plans”). The 2005 Phantom Stock Plan expired in May 2012; however, grants under the 2005 Phantom Stock Plan remain outstanding. Each share of phantom stock awarded to eligible employees under the 2005 Phantom Stock Plan represents a contractual right to receive an amount in cash or common stock equal to the fair market value of a share of our common stock on the settlement date, which generally is the earlier of the eligible employee’s (i) termination from the Company after reaching 55 years of age (with respect to the cash settlement option), (ii) death, or (iii) total disability. Awards are settled in cash or common stock after the required vesting period has been satisfied and upon termination of employment. Awards under the 2005 Phantom Stock Plan vest upon the earlier to occur of the following: (i) the date of a change of control in our ownership; (ii) the fifth anniversary of the grant date of the award, provided the participant is employed by us on that date; (iii) the date of the participant’s death while employed by us; (iv) the date of the participant’s total disability; or (v) with respect to the cash settlement option, the date the participant attains the age of 65 while employed by us. Awards that are not vested upon terminatio n of employment are forfeited . The 2005 Phantom Stock Plan does, however, provide the Board of Directors with discretionary authority to modify and/or accelerate the vesting of awards. On December 16, 2019, our Board of Directors approved, and the Company adopted, certain amendments to the Employee Phantom Plans. The amendments permit settlement of outstanding phantom stock awards in shares of the Company’s common stock in lieu of cash settlement, among other administrative changes. For employees who elected to amend their phantom stock awards under the Employee Phantom Plans and settle awards in common stock, the amended award agreements also provide for waivers of the age 65 and age 55 vesting provisions required by the 2012 Phantom Stock Plan and the 2005 Phantom Stock Plan, respectively. Director Plan On May 28, 2008, our Board of Directors approved, and the Company adopted, the Old Dominion Freight Line, Inc. Director Phantom Stock Plan, as amended on April 1, 2011, February 20, 2014, August 7, 2014, February 25, 2016 and December 16, 2019 (the “Director Phantom Stock Plan” and together with the Employee Phantom Plans, the “Phantom Plans”). Under the Director Phantom Stock Plan, each eligible non-employee director was granted an annual award of phantom shares. Our Board of Directors approved the initial grant under this plan at its May 2008 meeting and authorized the subsequent annual grants to be made thereafter. For each vested phantom share, participants are entitled to an amount in cash or common stock equal to the fair market value of the award on the date that service as a director terminates for any reason. All Director Phantom Stock Plan awards are fully vested. Our shareholders approved the Stock Incentive Plan at our 2016 Annual Meeting of Shareholders; as a result, no phantom shares have been granted under the Phantom Plans since such approval. On December 16, 2019, our Board of Directors approved, and the Company adopted, certain amendments to the Director Phantom Stock Plan. The amendments permit settlement of outstanding phantom stock awards in shares of the Company’s common stock in lieu of cash settlement, among other administrative changes. Accounting Impact Modified awards are accounted for as equity awards rather than liability awards under ASC Topic 718, Compensation - Stock Compensation, as they are settled in common stock rather than cash. In December 2019, awards for 613,996 employee and director phantom shares were modified to settle in shares of the Company’s common stock. These modified awards have a weighted average grant date fair value per share of $120.41. A summary of the changes in the number of outstanding phantom stock awards during the year ended December 31, 2021 for the Phantom Plans is provided below. There were no shares granted, settled or forfeited during 2021. Employee Phantom Plans Director Phantom Stock Plan Total Balance of shares outstanding at December 31, 2021 and 2020 532,890 81,106 613,996 All phantom shares outstanding at December 31, 2021 relate to modified awards. Of these outstanding awards, 612,274 phantom shares were vested at December 31, 2021 with a weighted average grant date fair value per share of $120.43. The remaining phantom shares are unvested and have a weighted average grant date fair value per share of $114.76. There were no unsettled phantom stock awards accounted for as a liability under the Phantom Plans as of December 31, 2021. While the Stock Incentive Plan currently serves as our primary equity plan, the terms of the Phantom Plans and related award agreements will continue to govern all awards granted under the Phantom Plans until such awards have been settled, forfeited, canceled or have otherwise expired or terminated. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 9. Fair Value Measurements Short-term investments A summary of the fair value of our short-term investments as of December 31, 2021 and December 31, 2020 is shown in the tables below. (In thousands) Total Level 1 Level 2 Level 3 December 31, 2021 Certificates of deposit $ 40,014 $ — $ 40,014 $ — U.S. government securities — — — — Commercial paper 214,419 — 214,419 — $ 254,433 $ — $ 254,433 $ — (In thousands) Total Level 1 Level 2 Level 3 December 31, 2020 Certificates of deposit $ 75,032 $ — $ 75,032 $ — U.S. government securities 125,379 125,379 — — Commercial paper 129,863 — 129,863 — $ 330,274 $ 125,379 $ 204,895 $ — 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. Long-term debt The carrying value of our total long-term debt, including current maturities, was $99.9 million at December 31, 2021 and 2020. The estimated fair value of our total long-term debt, including current maturities, was $104.5 million and $105.4 million at December 31, 2021 and 2020, respectively. The fair value measurement of our senior notes was determined using a discounted cash flow analysis that factors in current market yields for comparable borrowing arrangements under our credit profile. Since this methodology is based upon market yields for comparable arrangements, the measurement is categorized as Level 2 under the three-level fair value hierarchy as established by the Financial Accounting Standards Board. |
Commitments And Contingencies
Commitments And Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments And Contingencies | Note 10. Commitments and Contingencies We are involved in or addressing various legal proceedings and claims, governmental inquiries, notices and investigations that have arisen in the ordinary course of our business and have not been fully adjudicated, some of which may be covered in whole or in part by insurance. Certain of these matters include collective and/or class-action allegations. We do not believe that the resolution of any of these matters will have a material adverse effect upon our financial position, results of operations or cash flows. |
Schedule II - Valuation And Qua
Schedule II - Valuation And Qualifying Accounts | 12 Months Ended |
Dec. 31, 2021 | |
Valuation And Qualifying Accounts [Abstract] | |
Schedule II Valuation And Qualifying Accounts | The Schedule II – Valuation and Qualifying Accounts schedule of Old Dominion Freight Line, Inc. is included below: Schedule II Old Dominion Freight Line, Inc. Valuation and Qualifying Accounts (In thousands) Allowance for Uncollectible Accounts (1) Year Ended December 31, Balance at Beginning of Period Charged to Expense Deductions (2) Balance at End of Period 2019 $ 3,632 $ 2,113 $ 2,248 $ 3,497 2020 $ 3,497 $ 3,248 $ 2,650 $ 4,095 2021 $ 4,095 $ 3,773 $ 1,829 $ 6,039 (1) This table does not include any allowances for revenue adjustments that result from billing corrections, customer allowances, money-back service guarantees and other miscellaneous revenue adjustments that are recorded in our revenue from operations. (2) Uncollectible accounts written off, net of recoveries. All other schedules for which provision is made in the applicable accounting regulations of the SEC are not required under the instructions thereto or are inapplicable and, therefore, have been omitted. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Business | Business 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 one operating segment and no single customer exceeds 6% of our revenue. The composition of our revenue is summarized below: Year Ended December 31, In thousands) 2021 2020 2019 LTL services $ 5,177,497 $ 3,961,054 $ 4,055,467 Other services 78,831 54,075 53,644 Total revenue $ 5,256,328 $ 4,015,129 $ 4,109,111 |
Basis of Presentation | Basis of Presentation The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. Certain amounts in prior years have been reclassified to conform prior years’ financial statements to the current presentation. 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. |
Revenue and Expense Recognition | Revenue and Expense Recognition We recognize revenue based upon when our transportation and related services have been completed in accordance with the bill of lading (“BOL”) contract, our general tariff provisions and contractual agreements with our customers. Generally, our performance obligations begin when we receive a BOL from a customer and are satisfied when we complete the delivery of a shipment and related services. We recognize revenue for our performance obligations under our customer contracts over time, as our customers receive the benefits of our services in accordance with Accounting Standards Update (“ASU”) 2014-09. With respect to services not completed at the end of a reporting period, we use a percentage of completion method to allocate the appropriate revenue to each separate reporting period. Under this method, we develop a factor for each uncompleted shipment by dividing the actual number of days in transit at the end of a reporting period by that shipment’s standard delivery time schedule. This factor is applied to the total revenue for that shipment and revenue is allocated between reporting periods accordingly. Payment terms vary by customer and are short-term in nature. Expenses are recognized when incurred. |
Allowances for Uncollectible Accounts and Revenue Adjustments | Allowances for Uncollectible Accounts and Revenue Adjustments We maintain an allowance for uncollectible accounts for estimated losses resulting from the inability of our customers to make required payments. We estimate this allowance by analyzing the aging of our customer receivables, our historical loss experience and other trends and factors affecting the credit risk of our customers, including anticipated changes to future performance. Write-offs occur when we determine an account to be uncollectible and could differ from our allowance estimate as a result of factors such as changes in the overall economic environment or risks surrounding our customers. Additional allowances may be required if the financial condition of our customers were to deteriorate, resulting in an impairment of their ability to make payments. We periodically review the underlying assumptions in our estimate of the allowance for uncollectible accounts to ensure that the allowance reflects the most recent trends and factors. We also maintain an allowance for estimated revenue adjustments resulting from future billing corrections, customer allowances, money-back service guarantees and other miscellaneous revenue adjustments. These revenue adjustments are recorded in our revenue from operations. We us e historical experience, trends, current information and anticipated changes to future performance to update and evaluate these estimates. |
Credit Risk | Credit Risk Financial instruments that potentially subject us to concentrations of credit risk consist principally of customer receivables. We perform initial and ongoing credit evaluations of our customers to minimize credit risk. We generally do not require collateral but may require prepayment of our services under certain circumstances. Credit risk is generally diversified due to the large number of entities comprising our customer base and their dispersion across many different industries and geographic regions. |
Cash and Cash Equivalents | Cash and Cash Equivalents We consider cash on hand and deposits in banks along with certificates of deposit and short-term marketable securities with original maturities of three months or less as cash and cash equivalents. |
Short-term Investments | Short-term Investments The Company’s investments in certificates of deposit, U.S. government securities, and commercial paper with an original maturity of greater than three months have been classified and accounted for as trading securities, and are reported in “Short-term investments” on our Balance Sheets. These investments are measured at fair value each reporting period, with gains or losses recorded in “Non-operating expense (income)” on our Statements of Operations. |
Property and Equipment | Property and Equipment Property and equipment are stated at cost. Major additions and improvements are capitalized, while maintenance and repairs that do not improve or extend the lives of the respective assets are charged to expense as incurred. We capitalize the cost of tires mounted on purchased revenue equipment as a part of the total equipment cost. Subsequent replacement tires are expensed at the time those tires are placed in service. We assess the realizable value of our long-lived assets and evaluate such assets for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. Depreciation of property and equipment is calculated using the straight-line method over the estimated useful lives of the related assets. The following table provides the estimated useful lives by asset type: Structures 7 to 30 years Revenue equipment 4 to 15 years Other equipment 2 to 20 years Leasehold improvements Lesser of economic life or life of lease Depreciation expense was $259.9 million, $261.3 million and $253.7 million for 2021, 2020 and 2019, respectively. |
Claims and Insurance Accruals | Claims and Insurance Accruals We carry a significant amount of insurance with third-party insurance carriers that provides various levels of protection for our risk exposure, including protection in the areas of property, casualty, cyber, management, and group health, with coverage limits and retention and deductible levels that we believe are reasonable given historical claim activity and severity. We believe that our policy of maintaining self-insured retentions or deductibles under these various insurance programs for a portion of our risks, supported by our safety, claims management and loss prevention programs, is an effective means of managing insurance costs. We periodically review our risk exposure and insurance coverage applicable to those risks and believe that we maintain sufficient insurance coverage. Claims and insurance accruals reflect the Company’s estimated cost of claims for cargo loss and damage, BIPD, workers’ compensation, group health and group dental. These accruals include amounts for future claims development and claims incurred but not reported, which are primarily based on historical claims development experience. The related cost for cargo loss and damage and BIPD is charged to “Insurance and claims” on our Statements of Operations, while the related costs for workers’ compensation, group health and group dental are charged to “Salaries, wages and benefits” on our Statements of Operations. Our liability for claims and insurance totaled $150.6 million and $139.6 million at December 31, 2021 and 2020, respectively. The long-term portions of those reserves were $88.7 million and $86.5 million for 2021 and 2020, respectively, which were included in “Other non-current liabilities” on our Balance Sheets. |
Share-Based Compensation | Share-Based Compensation We have various share-based compensation plans for our employees and non-employee directors. Our share-based compensation includes awards of phantom stock, restricted stock, and performance-based restricted stock units which are accounted for under ASC Topic 718, Compensation - Stock Compensation Cash settled phantom stock awards are accounted for as a liability under ASC Topic 718 and changes in the fair value of our liability are recognized as compensation cost over the remaining requisite service period. Changes in the fair value of the liability that occur after the requisite service period are recognized as compensation cost during the period in which the changes occur. We remeasure the liability for the outstanding awards at the end of each reporting period and the compensation cost is based on the change in fair market value for each reporting period. As of December 31, 2021 and 2020, there were no unsettled phantom stock awards accounted for as a liability under the Phantom Plans, as defined in Note 8. In December 2019, we modified our employee and director phantom stock plans to permit the settlement of outstanding phantom stock awards in shares of the Company’s common stock in lieu of cash settlement. Awards for plan participants electing to settle their awards in stock were amended and certain vesting provisions were waived. Modified awards are accounted for as equity awards rather than liability awards under ASC Topic 718, as they are settled in common stock rather than cash. The total compensation cost of the amended awards was remeasured on the modification date. Any excess over the previously recognized compensation cost will be recognized on a straight-line basis over the requisite remaining period. Awards of restricted stock and performance-based restricted stock units are accounted for as equity under ASC Topic 718. We recognize compensation cost, net of estimated forfeitures, for restricted stock awards on a straight-line basis over the requisite service period of each award. Compensation cost for performance-based restricted stock unit awards is recognized using the accelerated attribution method over the requisite service period of each award. At the end of each reporting period, we reassess the probability of achieving performance targets and changes to our initial assessment are reflected in the reporting period in which the change in estimate occurs. |
Advertising | Advertising The costs of advertising our services are expensed as incurred and are included in “General supplies and expenses” on our Statements of Operations. Advertising costs charged to expense totaled $28.1 million, $19.0 million and $28.3 million for 2021, 2020 and 2019, respectively. |
Fair Values of Financial Instruments | Fair Value of Financial Instruments Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The levels of inputs used to measure fair value are: • Level 1 — Quoted prices for identical instruments in active • Level 2 — Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which all significant inputs are observable in active markets; and • Level 3 — Valuations based on inputs that are unobservable, generally utilizing pricing models or other valuation techniques that reflect management’s judgment and estimates. Our short-term investments and our long-term debt, including current maturities, are measured at fair value on a recurring basis, and are further described in Note 9. Our other financial securities in current assets and current liabilities approximate their fair value due to the short-term maturities of these instruments. |
Stock Repurchase Program | Stock Repurchase Program On May 1, 2020, we announced that our Board of Directors had approved a 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. 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 d oes 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 May 29, 2020, we entered into an accelerated share repurchase agreement (the “May 2020 ASR Agreement”) with a third-party financial institution. The May 2020 ASR Agreement was settled during the fourth quarter of 2020, 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 May 2020 ASR Agreement, we repurchased 683,434 shares for $125.0 million. On February 25, 2021, we entered into an accelerated share repurchase agreement (the “February 2021 ASR Agreement”) with a third-party financial institution. The February 2021 ASR Agreement 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 $275.0 million. On August 26, 2021, we entered into an accelerated share repurchase agreement (the “August 2021 ASR Agreement”) with a third-party financial institution. Under the August 2021 ASR Agreement, we paid the third-party financial institution $250.0 million and received an initial delivery of 655,365 shares of our common stock for $187.5 million, representing approximately 75% of the total value of shares to be received by us under the August 2021 ASR Agreement. At December 31, 2021, our repurchase programs had $2.02 billion remaining available, including $62.5 million that was deferred until final settlement occurred on the August 2021 ASR Agreement, leaving $1.96 billion remaining available and uncommitted. The August 2021 ASR Agreement was settled during January 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. The 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 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 Statements of Changes in Shareholders’ Equity. |
Comprehensive Income | Comprehensive Income The Company has no components of other comprehensive income. Accordingly, net income equals comprehensive income for all periods presented in this report. |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Disaggregated Revenue | We have one operating segment and no single customer exceeds 6% of our revenue. The composition of our revenue is summarized below: Year Ended December 31, In thousands) 2021 2020 2019 LTL services $ 5,177,497 $ 3,961,054 $ 4,055,467 Other services 78,831 54,075 53,644 Total revenue $ 5,256,328 $ 4,015,129 $ 4,109,111 |
Estimated Useful Lives of Property and Equipment | Depreciation of property and equipment is calculated using the straight-line method over the estimated useful lives of the related assets. The following table provides the estimated useful lives by asset type: Structures 7 to 30 years Revenue equipment 4 to 15 years Other equipment 2 to 20 years Leasehold improvements Lesser of economic life or life of lease |
Long-term Debt (Tables)
Long-term Debt (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt, Net of Unamortized Debt Issuance Costs | Long-term debt, net of unamortized debt issuance costs, consisted of the following: December 31, (In thousands) 2021 2020 Senior notes $ 99,947 $ 99,931 Revolving credit facility — — Total long-term debt 99,947 99,931 Less: Current maturities — — Total maturities due after one year $ 99,947 $ 99,931 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Future Lease Payments for Assets under Operating Leases, as well as Reconciliation to Lease Liability | Future lease payments for assets under operating leases, as well as a reconciliation to our total lease liabilities as of December 31, 2021, are as follows: (In thousands) Lease Payments (a) 2022 $ 16,909 2023 15,650 2024 13,480 2025 11,012 2026 10,734 Thereafter 53,463 Total lease payments $ 121,248 Less: imputed interest (18,459 ) Total lease liabilities $ 102,789 (a) Lease payments include lease extensions that are reasonably certain to be exercised. |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Components of the Provision for Income Taxes | The components of the provision for income taxes are as follows: Year Ended December 31, (In thousands) 2021 2020 2019 Current: Federal $ 253,084 $ 216,469 $ 152,836 State 70,799 53,224 42,438 323,883 269,693 195,274 Deferred: Federal 26,382 (35,372 ) 12,013 State 3,783 (5,639 ) 1,144 30,165 (41,011 ) 13,157 Total provision for income taxes $ 354,048 $ 228,682 $ 208,431 |
Schedule of Effective Income Tax Reconciliation of the U.S. Statutory Federal Income Tax Rates | The following is a reconciliation of income tax expense calculated using the U.S. statutory federal income tax rate with our income tax expense for 2021, 2020 and 2019: Year Ended December 31, (In thousands) 2021 2020 2019 Tax provision at statutory rate $ 291,569 $ 189,287 $ 173,029 State income taxes, net of federal benefit 60,036 39,098 35,507 Other, net 2,443 297 (105 ) Total provision for income taxes $ 354,048 $ 228,682 $ 208,431 |
Schedule of Deferred Tax Assets and Liabilities | Deferred tax assets and liabilities, which are included in “Other assets” and “Deferred income taxes” on our Balance Sheets, consist of the following: December 31, (In thousands) 2021 2020 Deferred tax assets: Claims and insurance reserves $ 30,773 $ 28,863 Accrued vacation 21,518 15,867 Deferred compensation 43,150 43,134 Other 21,349 29,451 Total deferred tax assets 116,790 117,315 Deferred tax liabilities: Depreciation and amortization (359,738 ) (330,751 ) Other (4,293 ) (3,640 ) Total deferred tax liabilities (364,031 ) (334,391 ) Net deferred tax liability $ (247,241 ) $ (217,076 ) |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Reconciliation of Number of Common Stock used in Computing Basic and Diluted Earning Per Share | The following table provides a reconciliation of the number of shares of common stock used in computing basic and diluted earnings per share: Year Ended December 31, (In thousands) 2021 2020 2019 Weighted average shares outstanding - basic 115,651,411 117,737,180 120,414,218 Dilutive effect of share-based awards 758,578 756,023 195,381 Weighted average shares outstanding - diluted 116,409,989 118,493,203 120,609,599 |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Summary of Restricted Stock Award Activity for Employees and Non-Employee Directors | The following table summarizes our restricted stock award activity for employees and non-employee directors: Shares Weighted Average Grant Date Fair Value Per Share Unvested at January 1, 2021 139,863 $ 121.53 Granted 49,969 213.55 Vested (71,426 ) 116.49 Forfeited (2,830 ) 156.77 Unvested at December 31, 2021 115,576 $ 163.57 |
Summary of Activity for PBRSUs for Employees | The following table summarizes our activity for PBRSUs for employees during 2021: Shares Weighted Average Grant Date Fair Value Per Share Unvested at January 1, 2021 31,072 $ 146.29 Granted (a) 37,288 204.84 Vested (10,353 ) 146.29 Forfeited — — Unvested at December 31, 2021 58,007 $ 183.93 (a) PBRSUs earned may range from zero to 200% of the target award. Actual PBRSUs earned for the 2021 performance period, as determined by the Compensation Committee, were equal to 200% of the target amount. |
Summary of the Changes in the Number of Outstanding Phantom Stock Shares | A summary of the changes in the number of outstanding phantom stock awards during the year ended December 31, 2021 for the Phantom Plans is provided below. There were no shares granted, settled or forfeited during 2021. Employee Phantom Plans Director Phantom Stock Plan Total Balance of shares outstanding at December 31, 2021 and 2020 532,890 81,106 613,996 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value of Short-term Investments | A summary of the fair value of our short-term investments as of December 31, 2021 and December 31, 2020 is shown in the tables below. (In thousands) Total Level 1 Level 2 Level 3 December 31, 2021 Certificates of deposit $ 40,014 $ — $ 40,014 $ — U.S. government securities — — — — Commercial paper 214,419 — 214,419 — $ 254,433 $ — $ 254,433 $ — (In thousands) Total Level 1 Level 2 Level 3 December 31, 2020 Certificates of deposit $ 75,032 $ — $ 75,032 $ — U.S. government securities 125,379 125,379 — — Commercial paper 129,863 — 129,863 — $ 330,274 $ 125,379 $ 204,895 $ — |
Significant Accounting Polici_4
Significant Accounting Policies - Additional Information (Details) | Aug. 26, 2021USD ($)shares | Feb. 25, 2021USD ($)shares | May 29, 2020USD ($)shares | Dec. 31, 2021USD ($)SegmentCustomershares | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Jul. 28, 2021USD ($) | May 01, 2020USD ($) |
Significant Accounting Policies [Line Items] | ||||||||
Number of operating segment | Segment | 1 | |||||||
Number of customer exceeding 6% of revenue | Customer | 0 | |||||||
Depreciation expenses | $ 259,900,000 | $ 261,300,000 | $ 253,700,000 | |||||
Self-insurance reserve | 150,600,000 | 139,600,000 | ||||||
Long-term portions of self insurance reserve | 88,700,000 | 86,500,000 | ||||||
Allocated share-based compensation expense | 15,000,000 | 14,300,000 | 42,900,000 | |||||
Employee service share-based compensation, tax benefit from compensation expense | (2,900,000) | (3,800,000) | (10,800,000) | |||||
Advertising expense | 28,100,000 | 19,000,000 | 28,300,000 | |||||
Stock repurchased and retired during period, value | 536,465,000 | 364,057,000 | 240,960,000 | |||||
Payments made to third party financial institution for share repurchase under the ASR agreement | $ 250,000,000 | |||||||
Number of shares received under stock repurchase ASR agreement | shares | 655,365 | |||||||
Payments for repurchase of common stock recieved under stock repurchase ASR agreement | $ 187,500,000 | 536,465,000 | 364,057,000 | $ 240,960,000 | ||||
Percentage of shares received under stock repurchase ASR agreement | 75.00% | |||||||
2019 Share Repurchase Program [Member] | Maximum [Member] | ||||||||
Significant Accounting Policies [Line Items] | ||||||||
Stock repurchase program, authorized amount | $ 350,000,000 | |||||||
2020 Share Repurchase Program [Member] | Maximum [Member] | ||||||||
Significant Accounting Policies [Line Items] | ||||||||
Stock repurchase program, authorized amount | $ 700,000,000 | |||||||
2021 Share Repurchase Program [Member] | Maximum [Member] | ||||||||
Significant Accounting Policies [Line Items] | ||||||||
Stock repurchase program, authorized amount | $ 2,000,000,000 | |||||||
May 2020 ASR Agreement [Member] | ||||||||
Significant Accounting Policies [Line Items] | ||||||||
Stock repurchased and retired during period, shares | shares | 683,434 | |||||||
Stock repurchased and retired during period, value | $ 125,000,000 | |||||||
February 2021 ASR Agreement [Member] | ||||||||
Significant Accounting Policies [Line Items] | ||||||||
Stock repurchased and retired during period, shares | shares | 1,101,046 | |||||||
Stock repurchased and retired during period, value | $ 275,000,000 | |||||||
Share Repurchase Programs [Member] | ||||||||
Significant Accounting Policies [Line Items] | ||||||||
Stock repurchase program, remaining authorized repurchase amount | 2,020,000,000 | |||||||
Stock repurchase program remaining authorized deferred repurchase amount | 62,500,000 | |||||||
Stock repurchase program remaining available and uncommitted repurchase amount | $ 1,960,000,000 | |||||||
August 2021 ASR Agreement [Member] | ||||||||
Significant Accounting Policies [Line Items] | ||||||||
Stock repurchased and retired during period, shares | shares | 778,775 | |||||||
Stock repurchased and retired during period, value | $ 250,000,000 | |||||||
Phantom Share Units (PSUs) [Member] | ||||||||
Significant Accounting Policies [Line Items] | ||||||||
Liability for unsettled stock awards | $ 0 | $ 0 |
Significant Accounting Polici_5
Significant Accounting Policies - Disaggregated Revenue (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Disaggregation of Revenue [Line Items] | |||
Revenue from operations | $ 5,256,328 | $ 4,015,129 | $ 4,109,111 |
LTL Service Revenue [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Revenue from operations | 5,177,497 | 3,961,054 | 4,055,467 |
Other Service Revenue [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Revenue from operations | $ 78,831 | $ 54,075 | $ 53,644 |
Significant Accounting Polici_6
Significant Accounting Policies - Estimated Useful Lives Of Property And Equipment (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Leasehold Improvements [Member] | |
Property Plant And Equipment [Line Items] | |
Estimated useful lives of asset | Lesser of economic life or life of lease |
Minimum [Member] | Structures [Member] | |
Property Plant And Equipment [Line Items] | |
Estimated useful lives of asset, years | 7 years |
Minimum [Member] | Revenue Equipment [Member] | |
Property Plant And Equipment [Line Items] | |
Estimated useful lives of asset, years | 4 years |
Minimum [Member] | Other Equipment [Member] | |
Property Plant And Equipment [Line Items] | |
Estimated useful lives of asset, years | 2 years |
Maximum [Member] | Structures [Member] | |
Property Plant And Equipment [Line Items] | |
Estimated useful lives of asset, years | 30 years |
Maximum [Member] | Revenue Equipment [Member] | |
Property Plant And Equipment [Line Items] | |
Estimated useful lives of asset, years | 15 years |
Maximum [Member] | Other Equipment [Member] | |
Property Plant And Equipment [Line Items] | |
Estimated useful lives of asset, years | 20 years |
Long-term Debt - Schedule of Lo
Long-term Debt - Schedule of Long-term Debt, Net of Unamortized Debt Issuance Costs (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Debt Disclosure [Abstract] | ||
Senior notes | $ 99,947 | $ 99,931 |
Revolving credit facility | 0 | 0 |
Total long-term debt | 99,947 | 99,931 |
Less: Current maturities | 0 | 0 |
Total maturities due after one year | $ 99,947 | $ 99,931 |
Long-Term Debt - Additional Inf
Long-Term Debt - Additional Information (Details) - USD ($) | May 04, 2023 | May 04, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 30, 2019 |
Debt Instrument [Line Items] | |||||
Senior note | $ 99,947,000 | $ 99,931,000 | |||
Fixed interest rate | 4.79% | ||||
Maturity date | Jan. 3, 2021 | ||||
Proceeds from issuance of senior promissory notes | 99,923,000 | ||||
Line of Credit Facility, Unused Capacity, Commitment Fee Percentage | 0.10% | ||||
Letter of Credit Fee in Percentage | 1.00% | ||||
Letters of Credit Outstanding, Amount | $ 39,200,000 | 42,100,000 | |||
2019 Credit Agreement [Member] | |||||
Debt Instrument [Line Items] | |||||
Original borrowing capacity | 250,000,000 | ||||
Line of Credit Facility Accordion | 150,000,000 | ||||
Line of Credit Facility, Maximum Borrowing Capacity | 400,000,000 | ||||
Letter of Credit [Member] | |||||
Debt Instrument [Line Items] | |||||
Line of Credit Facility, Capacity Available for Specific Purpose Other than for Trade Purchases | $ 100,000,000 | ||||
Maximum [Member] | |||||
Debt Instrument [Line Items] | |||||
Interest Rate Spread added to Rate | 0.375% | ||||
Line of Credit Facility, Unused Capacity, Commitment Fee Percentage | 0.175% | ||||
Maximum [Member] | London Interbank Offered Rate (LIBOR) [Member] | |||||
Debt Instrument [Line Items] | |||||
Interest Rate Spread added to Rate | 1.375% | ||||
Minimum [Member] | |||||
Debt Instrument [Line Items] | |||||
Interest Rate Spread added to Rate | 0.00% | ||||
Line of Credit Facility, Unused Capacity, Commitment Fee Percentage | 0.10% | ||||
Minimum [Member] | London Interbank Offered Rate (LIBOR) [Member] | |||||
Debt Instrument [Line Items] | |||||
Interest Rate Spread added to Rate | 1.00% | ||||
Series B [Member] | Forecast [Member] | |||||
Debt Instrument [Line Items] | |||||
Scheduled principal payment | $ 20,000,000 | ||||
Maturity date | May 4, 2027 | ||||
Notes interest | 3.10% | ||||
Maturity Date Description | The Series B Notes bear interest at 3.10% per annum and mature on May 4, 2027, unless prepaid. | ||||
P G I M I N C [Member] | Series B Notes [Member] | |||||
Debt Instrument [Line Items] | |||||
Proceeds from issuance of senior promissory notes | $ 100,000,000 | ||||
Unsecured Senior Notes [Member] | |||||
Debt Instrument [Line Items] | |||||
Senior note | $ 45,000,000 | ||||
Unsecured Senior Note Due January 3, 2021 [Member] | |||||
Debt Instrument [Line Items] | |||||
Scheduled principal payment | $ 45,000,000 | ||||
Note Agreement [Member] | P G I M I N C [Member] | Maximum [Member] | |||||
Debt Instrument [Line Items] | |||||
Aggregate amount on promissory notes issued | $ 350,000,000 |
Leases - Additional Information
Leases - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Lessee Lease Description [Line Items] | |||
Lessee, operating lease, option to renew, earliest year | 2022 | ||
Lessee, operating lease, option to renew, latest year | 2033 | ||
Operating lease, liability, current | $ 14 | $ 13 | |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List] | us-gaap:AccountsPayableAndAccruedLiabilitiesCurrent | us-gaap:AccountsPayableAndAccruedLiabilitiesCurrent | |
Operating lease, liability, noncurrent | $ 88.8 | $ 93.3 | |
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List] | Other non-current liabilities | Other non-current liabilities | |
Operating lease, right-of-use asset | $ 100.3 | $ 104.4 | |
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List] | us-gaap:OtherAssets | us-gaap:OtherAssets | |
Operating lease, weighted average remaining lease term | 9 years | 9 years 4 months 24 days | |
Operating lease, weighted average discount rate, percent | 3.00% | 3.10% | |
Cash paid for amounts included in the measurement of operating leases | $ 17.6 | $ 14.5 | |
Operating lease, expense | 19 | 16 | $ 14.7 |
Right-of-use assets obtained in exchange for new operating lease liabilities | $ 12.2 | $ 51.1 | |
Minimum [Member] | |||
Lessee Lease Description [Line Items] | |||
Lessee, operating lease, renewal term | 1 year | ||
Maximum [Member] | |||
Lessee Lease Description [Line Items] | |||
Lessee, operating lease, renewal term | 10 years |
Leases - Future Lease Payments
Leases - Future Lease Payments for Assets under Operating Leases, as well as Reconciliation to Lease Liability (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Leases [Abstract] | |
2022 | $ 16,909 |
2023 | 15,650 |
2024 | 13,480 |
2025 | 11,012 |
2026 | 10,734 |
Thereafter | 53,463 |
Total lease payments | 121,248 |
Less: imputed interest | (18,459) |
Total lease liabilities | $ 102,789 |
Income Taxes - Components of th
Income Taxes - Components of the Provision for Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Current: | |||
Federal | $ 253,084 | $ 216,469 | $ 152,836 |
State | 70,799 | 53,224 | 42,438 |
Total current income tax expense (benefit) | 323,883 | 269,693 | 195,274 |
Deferred: | |||
Federal | 26,382 | (35,372) | 12,013 |
State | 3,783 | (5,639) | 1,144 |
Total deferred income tax expense (benefit) | 30,165 | (41,011) | 13,157 |
Total provision for income taxes | $ 354,048 | $ 228,682 | $ 208,431 |
Income Taxes - Schedule of Effe
Income Taxes - Schedule of Effective Reconciliation of the U.S. Statutory Federal Income Tax Rates (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |||
Tax provision at statutory rate | $ 291,569 | $ 189,287 | $ 173,029 |
State income taxes, net of federal benefit | 60,036 | 39,098 | 35,507 |
Other, net | 2,443 | 297 | (105) |
Total provision for income taxes | $ 354,048 | $ 228,682 | $ 208,431 |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Income Tax Disclosure [Abstract] | ||
Claims and insurance reserves | $ 30,773 | $ 28,863 |
Accrued vacation | 21,518 | 15,867 |
Deferred compensation | 43,150 | 43,134 |
Other | 21,349 | 29,451 |
Total deferred tax assets | 116,790 | 117,315 |
Depreciation and amortization | (359,738) | (330,751) |
Other | (4,293) | (3,640) |
Total deferred tax liabilities | (364,031) | (334,391) |
Net deferred tax liability | $ (247,241) | $ (217,076) |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Minimum [Member] | State and Local Jurisdiction [Member] | |
Income Tax Examination [Line Items] | |
Income tax examinations year under examination | 2017 |
Minimum [Member] | Internal Revenue Service (IRS) [Member] | |
Income Tax Examination [Line Items] | |
Income tax examinations year under examination | 2018 |
Maximum [Member] | State and Local Jurisdiction [Member] | |
Income Tax Examination [Line Items] | |
Income tax examinations year under examination | 2021 |
Maximum [Member] | Internal Revenue Service (IRS) [Member] | |
Income Tax Examination [Line Items] | |
Income tax examinations year under examination | 2021 |
Employee Benefit Plans - Additi
Employee Benefit Plans - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Compensation And Retirement Disclosure [Abstract] | |||
Company contributions | $ 102 | $ 65.4 | $ 60.4 |
Deferred compensation plan amounts owed, non current | 90.4 | 79.1 | |
Deferred compensation plan amounts owed | $ 95.2 | $ 84.2 |
Earnings Per Share - Reconcilia
Earnings Per Share - Reconciliation of Number of Common Stock used in Computing Basic and Diluted Earning Per Share (Details) - shares | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Weighted Average Number Of Shares Outstanding [Abstract] | |||
Weighted average shares outstanding - basic | 115,651,411 | 117,737,180 | 120,414,218 |
Dilutive effect of share-based awards | 758,578 | 756,023 | 195,381 |
Weighted average shares outstanding - diluted | 116,409,989 | 118,493,203 | 120,609,599 |
Share-Based Compensation - Addi
Share-Based Compensation - Additional Information (Details) | Oct. 30, 2012shares | Dec. 31, 2021USD ($)Installment$ / sharesshares | Dec. 31, 2020USD ($)$ / shares | Dec. 31, 2019USD ($)$ / sharesshares |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Shares granted | 0 | |||
Shares settled | 0 | |||
Shares forfeited | 0 | |||
Modified Award [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Phantom shares vested | 612,274 | |||
Restricted Stock [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Number of annual installments | Installment | 3 | |||
Weighted Average Grant Date Fair Value Per, Granted | $ / shares | $ 213.55 | $ 149.38 | $ 96.59 | |
Weighted average grant date fair value per, vested | $ | $ 15,600,000 | $ 11,900,000 | $ 7,300,000 | |
Unrecognized stock-based compensation cost | $ | $ 9,600,000 | |||
Unrecognized compensation costs, weighted-average recognition periods | 1 year 7 months 6 days | |||
Shares granted | 49,969 | |||
Shares forfeited | 2,830 | |||
Phantom shares vested | 71,426 | |||
Unvested Weighted Average grant date fair value | $ / shares | $ 163.57 | $ 121.53 | ||
PBRSUs [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Weighted Average Grant Date Fair Value Per, Granted | $ / shares | $ 204.84 | |||
Unrecognized stock-based compensation cost | $ | $ 3,800,000 | |||
Unrecognized compensation costs, weighted-average recognition periods | 1 year 10 months 24 days | |||
Shares granted | 37,288 | |||
Phantom shares vested | 10,353 | |||
Unvested Weighted Average grant date fair value | $ / shares | $ 183.93 | $ 146.29 | ||
Phantom Stock Plan [Member] | Modified Award [Member] | ASU 2017-09 [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Weighted Average Grant Date Fair Value Per, Granted | $ / shares | $ 120.41 | |||
Share based compensation outstanding number | 613,996 | |||
Vested Phantom Stock Plan [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Weighted Average Grant Date Fair Value Per, Granted | $ / shares | 120.43 | |||
Phantom Share Units (PSUs) [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 1,500,000 | |||
Share-based compensation arrangement vesting increment percentage | 20.00% | |||
Share based compensation arrangement, employment period for eligibility of employees participation | 10 years | |||
Unvested Weighted Average grant date fair value | $ / shares | $ 114.76 | |||
Liability for unsettled stock awards | $ | $ 0 | $ 0 | ||
Stock Incentive Plan 2016 [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 3,000,000 |
Share-Based Compensation - Summ
Share-Based Compensation - Summary of Restricted Stock Award Activity for Employees and Non-Employee Directors (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Granted | 0 | ||
Forfeited | 0 | ||
Restricted Stock [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Beginning Balance | 139,863 | ||
Granted | 49,969 | ||
Vested | (71,426) | ||
Forfeited | (2,830) | ||
Ending Balance | 115,576 | 139,863 | |
Weighted Average Grant Date Fair Value Per Share, Beginning Balance | $ 121.53 | ||
Weighted Average Grant Date Fair Value Per, Granted | 213.55 | $ 149.38 | $ 96.59 |
Weighted Average Grant Date Fair Value Per , Vested | 116.49 | ||
Weighted Average Grant Date Fair Value Per Share, Forfeited | 156.77 | ||
Weighted Average Grant Date Fair Value Per Share, Ending Balance | $ 163.57 | $ 121.53 |
Share-Based Compensation - Su_2
Share-Based Compensation - Summary of Activity for PBRSUs for Employees (Details) | 12 Months Ended |
Dec. 31, 2021$ / sharesshares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Granted | 0 |
Forfeited | 0 |
PBRSUs [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Beginning Balance | 31,072 |
Granted | 37,288 |
Vested | (10,353) |
Ending Balance | 58,007 |
Weighted Average Grant Date Fair Value Per Share, Beginning Balance | $ / shares | $ 146.29 |
Weighted Average Grant Date Fair Value Per, Granted | $ / shares | 204.84 |
Weighted Average Grant Date Fair Value Per , Vested | $ / shares | 146.29 |
Weighted Average Grant Date Fair Value Per Share, Ending Balance | $ / shares | $ 183.93 |
Share-Based Compensation - Su_3
Share-Based Compensation - Summary of Activity for PBRSUs for Employees (Parenthetical) (Details) - PBRSUs [Member] | 12 Months Ended |
Dec. 31, 2021 | |
Minimum [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Grants as percentage of target award | 0.00% |
Maximum [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Grants as percentage of target award | 200.00% |
Share-Based Compensation - Su_4
Share-Based Compensation - Summary of the Changes in the Number of Outstanding Phantom Stock Shares (Details) - shares | Dec. 31, 2021 | Dec. 31, 2020 |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Balance of shares outstanding | 613,996 | 613,996 |
Employee Phantom Stock Plan [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Balance of shares outstanding | 532,890 | 532,890 |
Director Phantom Stock Plan [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Balance of shares outstanding | 81,106 | 81,106 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Fair Value of Short-term Investments (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets, Fair value | $ 254,433 | $ 330,274 |
U.S. government securities [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets, Fair value | 125,379 | |
Level 1 [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets, Fair value | 125,379 | |
Level 1 [Member] | U.S. government securities [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets, Fair value | 125,379 | |
Level 2 [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets, Fair value | 254,433 | 204,895 |
Certificates of deposit [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets, Fair value | 40,014 | 75,032 |
Certificates of deposit [Member] | Level 2 [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets, Fair value | 40,014 | 75,032 |
Commercial paper [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets, Fair value | 214,419 | 129,863 |
Commercial paper [Member] | Level 2 [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets, Fair value | $ 214,419 | $ 129,863 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Fair Value Disclosures [Abstract] | ||
Debt and capital lease obligations | $ 99,947 | $ 99,931 |
Long-term debt, fair value | $ 104,500 | $ 105,400 |
Schedule II - Valuation And Q_2
Schedule II - Valuation And Qualifying Accounts (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Valuation And Qualifying Accounts [Abstract] | |||
Balance at Beginning of Period | $ 4,095 | $ 3,497 | $ 3,632 |
Charged to Costs and Expenses | 3,773 | 3,248 | 2,113 |
Deductions | 1,829 | 2,650 | 2,248 |
Balance at End of Period | $ 6,039 | $ 4,095 | $ 3,497 |