Overview



We are one of the largest North American less-than-truckload ("LTL") motor
carriers. We provide regional, inter-regional and national LTL services through
a single integrated, union-free organization. Our service offerings, which
include expedited transportation, are provided through an expansive network of
service centers located throughout the continental United States. Through
strategic alliances, we also provide LTL services throughout North America. In
addition to our core LTL services, we offer a range of value-added services
including container drayage, truckload brokerage and supply chain consulting.
More than 98% of our revenue has historically been derived from transporting LTL
shipments for our customers, whose demand for our services is generally tied to
industrial production and the overall health of the U.S. domestic economy.

In analyzing the components of our revenue, we monitor changes and trends in our
LTL volumes and LTL revenue per hundredweight. While LTL revenue per
hundredweight is a yield measurement, it is also a commonly-used indicator for
general pricing trends in the LTL industry. This yield metric is not a true
measure of price, however, as it can be influenced by many other factors, such
as changes in fuel surcharges, weight per shipment and length of haul. As a
result, changes in revenue per hundredweight do not necessarily indicate actual
changes in underlying base rates. LTL revenue per hundredweight and the key
factors that can impact this metric are described in more detail below:

       •  LTL Revenue Per Hundredweight - Our LTL transportation services are
          generally priced based on weight, commodity, and distance. This
          measurement reflects the application of our pricing policies to the
          services we provide, which are influenced by competitive market
          conditions and our growth objectives. Generally, freight is rated by a
          class system, which is established by the National Motor Freight Traffic

Association, Inc. Light, bulky freight typically has a higher class and

is priced at higher revenue per hundredweight than dense, heavy freight.

Fuel surcharges, accessorial charges, revenue adjustments and revenue


          for undelivered freight are included in this measurement. Revenue for
          undelivered freight is deferred for financial statement purposes in

accordance with our revenue recognition policy; however, we believe

including it in our revenue per hundredweight metrics results in a more

accurate representation of the underlying changes in our yields by

matching total billed revenue with the corresponding weight of those


          shipments.


       •  LTL Weight Per Shipment - Fluctuations in weight per shipment can

indicate changes in the mix of freight we receive from our customers, as

well as changes in the number of units included in a shipment.

Generally, increases in weight per shipment indicate higher demand for


          our customers' products and overall increased economic activity. Changes
          in weight per shipment can also be influenced by shifts between LTL and
          other modes of transportation, such as truckload and intermodal, in
          response to capacity, service and pricing issues. Fluctuations in weight
          per shipment generally have an inverse effect on our revenue per

hundredweight, as a decrease in weight per shipment will typically cause

an increase in revenue per hundredweight.

• Average Length of Haul - We consider lengths of haul less than 500 miles


          to be regional traffic, lengths of haul between 500 miles and 1,000
          miles to be inter-regional traffic, and lengths of haul in excess of

1,000 miles to be national traffic. This metric is used to analyze our

tonnage and pricing trends for shipments with similar characteristics,

and also allows for comparison with other transportation providers

serving specific markets. By analyzing this metric, we can determine the

success and growth potential of our service products in these markets.

Changes in length of haul generally have a direct effect on our revenue

per hundredweight, as an increase in length of haul will typically cause

an increase in revenue per hundredweight.

• LTL Revenue Per Shipment - This measurement is primarily determined by


          the three metrics listed above and is used in conjunction with the
          number of LTL shipments we receive to evaluate LTL revenue.


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


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Our primary cost elements are direct wages and benefits associated with the
movement of freight, operating supplies and expenses, which include diesel fuel,
and depreciation of our equipment fleet and service center facilities. We gauge
our overall success in managing costs by monitoring our operating ratio, a
measure of profitability calculated by dividing total operating expenses by
revenue, which also allows for industry-wide comparisons with our competition.

We regularly upgrade our technological capabilities to improve our customer
service and lower our operating costs. Our technology provides our customers
with visibility of their shipments throughout our network, increases the
productivity of our workforce, and provides key metrics that we use to monitor
and enhance our processes.

Results of Operations

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



                                    Three Months Ended          Nine Months Ended
                                       September 30,              September 30,
                                     2021          2020          2021         2020
Revenue from operations                100.0 %      100.0 %        100.0 %     100.0 %

Operating expenses:
Salaries, wages and benefits            46.4         49.6           47.0        51.3
Operating supplies and expenses         10.5          8.5           10.6         9.3
General supplies and expenses            2.7          2.6            2.7         3.0
Operating taxes and licenses             2.4          2.8            2.6         2.9
Insurance and claims                     1.1          1.1            1.1         1.1
Communications and utilities             0.6          0.7            0.7         0.8
Depreciation and amortization            4.7          6.2            5.0         6.7
Purchased transportation                 3.7          2.4            3.4         2.2
Miscellaneous expenses, net              0.5          0.6            0.4         0.5
Total operating expenses                72.6         74.5           73.5        77.8

Operating income                        27.4         25.5           26.5        22.2

Interest expense, net                    0.0          0.1            0.0         0.0
Other expense, net                       0.0          0.1            0.1         0.2

Income before income taxes              27.4         25.3           26.4        22.0

Provision for income taxes               6.9          6.3            6.8         5.6

Net income                              20.5 %       19.0 %         19.6 %      16.4 %


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Key financial and operating metrics for the three- and nine-month periods ended September 30, 2021 and 2020 are presented below:



                                              Three Months Ended                            Nine Months Ended
                                                September 30,                                 September 30,
                                                                      %                                             %
                                      2021            2020          Change          2021            2020          Change
Work days                                   64              64            -              191             192         (0.5 )%
Revenue (in thousands)             $ 1,400,046     $ 1,058,166         32.3 %    $ 3,845,970     $ 2,941,740         30.7 %
Operating ratio                           72.6 %          74.5 %                        73.5 %          77.8 %
Net income (in thousands)          $   286,634     $   201,868         42.0 %    $   755,569     $   482,850         56.5 %
Diluted earnings per share         $      2.47     $      1.71         44.4 %    $      6.48     $      4.07         59.2 %
LTL tons (in thousands)                  2,625           2,309         13.7 %          7,555           6,490         16.4 %
LTL tonnage per day                     41,020          36,078         13.7 %         39,556          33,802         17.0 %
LTL shipments (in thousands)             3,413           2,859         19.4 %          9,624           8,054         19.5 %
LTL shipments per day                   53,335          44,672         19.4 %         50,388          41,948         20.1 %
LTL weight per shipment (lbs.)           1,538           1,615         (4.8 )%         1,570           1,612         (2.6 )%

LTL revenue per hundredweight $ 26.31 $ 22.74 15.7 % $ 25.17 $ 22.44 12.2 % LTL revenue per shipment

$    404.65     $    367.28         10.2 %    $    395.16     $    361.74          9.2 %
Average length of haul (miles)             940             933          0.8 %            933             924          1.0 %


Our financial results for the third quarter and first nine months of 2021
include Company records for revenue, net income and diluted earnings per share.
We believe our continued focus on delivering superior service at a fair price,
while consistently investing in our service center network and OD Family of
employees, provided us with the capital and available capacity to support the
increased customer demand for our services. Our revenue growth reflects higher
shipment volumes and further improvements in our yield, both of which are
supported by the strength of the domestic economy and a favorable pricing
environment. These factors led to increases in our density and yield that
contributed to a 190 and 430 basis-point improvement in our operating ratio to
72.6% and 73.5%, respectively, for the third quarter and first nine months of
2021 as compared to the same periods last year. Our net income and earnings per
diluted share increased by 42.0% and 56.5%, respectively, for the third quarter
of 2021 and 44.4% and 59.2%, respectively, for the first nine months of 2021 as
compared to the same periods of 2020.

Revenue



Revenue increased $341.9 million, or 32.3%, and $904.2 million, or 30.7%, in the
third quarter and first nine months of 2021, respectively, as compared to the
same periods of 2020, due to increases in both our LTL tonnage and LTL revenue
per hundredweight. The increase in tonnage resulted from higher LTL shipments
that were partially offset by a decrease in LTL weight per shipment, which
declined in part due to our continuing efforts to reduce the number of
heavy-weighted shipments in our network. We believe the increase in LTL tonnage
was driven by the strength of the domestic economy and growth in our market
share. We continue to win market share due to a combination of our available
network capacity and increased demand for the superior service that our
outstanding team of employees continues to provide our customers.

Our LTL revenue per hundredweight increased 15.7% and 12.2% in the third quarter
and first nine months of 2021, respectively, as compared to the same periods in
2020. We believe these increases in LTL revenue per hundredweight were driven by
the ongoing commitment to our long-term yield management process, which is
focused on obtaining price increases necessary to offset our cost inflation and
support our ongoing investments in capacity and technology. The increase
reflects the impact of changes in the mix of our freight as well as the higher
fuel surcharges associated with the increase in diesel fuel prices. Excluding
fuel surcharges, LTL revenue per hundredweight increased 10.1% and 8.7% in the
third quarter and first nine months of 2021, respectively, as compared to the
same periods in 2020.

October 2021 Update

Revenue per day increased 35.7% in October 2021 compared to the same month last
year. LTL tons per day increased 16.4%, due primarily to a 19.4% increase in LTL
shipments per day that was partially offset by a 2.5% decrease in LTL weight per
shipment. LTL revenue per hundredweight increased approximately 16.6% as
compared to the same month last year. LTL revenue per hundredweight, excluding
fuel surcharges, increased approximately 9.7% as compared to the same month last
year. The fourth quarter of 2021 will include 61 workdays as compared to 62
workdays in the fourth quarter of 2020.

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Operating Costs and Other Expenses



Salaries, wages and benefits increased $125.0 million, or 23.8%, in the third
quarter of 2021 as compared to the third quarter of 2020, due primarily to a
$86.2 million increase in salaries and wages and a $38.9 million increase in
employee benefit costs. Salaries, wages and benefits increased $296.8 million,
or 19.7%, for the first nine months of 2021 as compared to the same period of
2020, due primarily to a $206.1 million increase in salaries and wages and a
$90.7 million increase in employee benefit costs.

The increases in salaries and wages for both the third quarter and first nine
months of 2021 was due primarily to increases in the average number of active
full-time employees as compared to the same periods of 2020. Our average number
of active full-time employees increased 3,916, or 20.9%, and 2,719, or 14.4%,
for the third quarter and first nine months of 2021, respectively. We believe
our full-time employee headcount will continue to increase as we hire employees
to balance our workforce with growing demand and shipment trends. Salaries and
wages also increased as a result of the annual wage increases provided to our
employees at the beginning of both September 2020 and 2021, as well as higher
performance-based compensation associated with our record financial results.

Our productive labor costs, which include wages for drivers, platform employees,
and fleet technicians, improved as a percent of revenue to 24.8% and 25.3% in
the third quarter and first nine months of 2021, respectively, from 26.8% and
27.8% for the same periods of 2020. The increased density within our network
allowed us to maintain efficiencies in our linehaul and P&D operations. We did,
however, lose some productivity in our platform operations primarily due to the
training requirements associated with onboarding our many new employees. Our
other salaries and wages as a percent of revenue also decreased to 9.0% and 9.4%
of revenue in the third quarter and first nine months of 2021, respectively,
from 9.8% and 10.6% of revenue for the same periods of 2020, respectively.

The increase in the costs attributable to employee benefits for both the third
quarter and first nine months of 2021 was primarily due to increases in the
number of full-time employees eligible for our benefits. In addition, our
employee benefit costs increased due to additional holiday pay benefits and
increases in certain retirement benefit plan costs directly linked to our net
income. Group health and dental costs increased for both the quarter and
year-to-date periods due to increases in claim volumes and cost per claim. As a
result of these increases, our employee benefit costs, as a percent of salaries
and wages, increased to 37.2% and 35.4% for the third quarter and first nine
months of 2021, respectively, from 35.5% and 33.8% for the comparable periods of
2020.

Operating supplies and expenses increased $56.2 million and $134.9 million in
the third quarter and first nine months of 2021, respectively, as compared to
the same periods of 2020, due primarily to an increase in costs for diesel fuel
used in our vehicles and other petroleum-based products. Our diesel fuel costs,
excluding fuel taxes, represents the largest component of operating supplies and
expenses, and can vary based on both the average price per gallon and
consumption. Our average cost per gallon of diesel fuel increased 76.4% and
53.3% in the third quarter and first nine months of 2021, respectively, as
compared to the same periods last year. In addition, our gallons consumed
increased 14.0% and 14.1% in the third quarter and first nine months of 2021,
respectively, as compared to the same periods last year due to increases in
miles driven. We do not use diesel fuel hedging instruments; therefore, our
costs are subject to market price fluctuations. Our other operating supplies and
expenses remained relatively consistent as a percent of revenue between the
periods compared.

Depreciation and amortization costs were relatively consistent in the third
quarter and first nine months of 2021, as compared to the same periods in 2020.
While our capital expenditures are higher in 2021 compared to the prior year,
our 2021 depreciation and amortization costs were impacted by our planned
reduction in capital expenditures for revenue equipment in 2020 as we balanced
our fleet with volumes, as well as delays in receipt of certain revenue
equipment included in our 2021 capital expenditure plan. We believe depreciation
costs will increase in future periods as we execute our 2021 capital expenditure
plan. While our investments in real estate, equipment, and technology can
increase our costs in the short-term, we believe these investments are necessary
to support our continued long-term growth and strategic initiatives.

Purchased transportation expense increased $26.6 million and $65.5 million in
the third quarter and first nine months of 2021, respectively, as compared to
the same periods of 2020. The increase in purchased transportation expense was
due to an increase in our use of third-party transportation providers to
supplement our workforce as demand for our services increased. We expect to
continue to purchase supplemental transportation until the capacity of our team
can fully support our anticipated growth.

Our effective tax rate for the third quarter and first nine months of 2021 was
25.2% and 25.7%, as compared to 24.8% and 25.5%, respectively, for the same
periods in 2020. Our effective tax rate generally exceeds the federal statutory
rate due to the impact of state taxes and, to a lesser extent, certain other
non-deductible items.

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