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.

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

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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,
                                     2022          2021          2022         2021
Revenue from operations                100.0 %      100.0 %        100.0 %     100.0 %

Operating expenses:
Salaries, wages and benefits            42.1         46.4           43.2        47.0
Operating supplies and expenses         13.5         10.5           13.5    

10.6


General supplies and expenses            2.9          2.7            2.5    

2.7


Operating taxes and licenses             2.2          2.4            2.2    

2.6


Insurance and claims                     1.1          1.1            1.1    

1.1


Communications and utilities             0.6          0.6            0.6    

0.7


Depreciation and amortization            4.4          4.7            4.4         5.0
Purchased transportation                 2.1          3.7            2.7         3.4
Miscellaneous expenses, net              0.2          0.5            0.2         0.4
Total operating expenses                69.1         72.6           70.4        73.5

Operating income                        30.9         27.4           29.6        26.5

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

Income before income taxes              30.9         27.4           29.6        26.4

Provision for income taxes               7.4          6.9            7.5         6.8

Net income                              23.5 %       20.5 %         22.1 %      19.6 %




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Key financial and operating metrics for the three- and nine-month periods ended September 30, 2022 and 2021 are presented below:



                                     Three Months Ended                             Nine Months Ended
                                       September 30,                                  September 30,
                                                             %                                              %
                            2022            2021           Change           2022            2021         Change
Work days                         64              64              -              192             191         0.5 %
Revenue (in thousands)   $ 1,603,690     $ 1,400,046           14.5 %    $ 4,768,418     $ 3,845,970        24.0 %
Operating ratio                 69.1 %          72.6 %                          70.4 %          73.5 %
Net income (in
thousands)               $   377,401     $   286,634           31.7 %    $ 1,053,230     $   755,569        39.4 %
Diluted earnings per
share                    $      3.36     $      2.47           36.0 %    $      9.26     $      6.48        42.9 %
LTL tons (in
thousands)                     2,556           2,625           (2.6 )%         7,881           7,555         4.3 %
LTL tonnage per day           39,941          41,020           (2.6 )%        41,047          39,556         3.8 %
LTL shipments (in
thousands)                     3,274           3,413           (4.1 )%        10,013           9,624         4.0 %
LTL shipments per day         51,162          53,335           (4.1 )%        52,149          50,388         3.5 %
LTL weight per
shipment (lbs.)                1,561           1,538            1.5 %          1,574           1,570         0.3 %
LTL revenue per
hundredweight            $     30.90     $     26.31           17.4 %    $     29.93     $     25.17        18.9 %
LTL revenue per
shipment                 $    482.46     $    404.65           19.2 %    $    471.13     $    395.16        19.2 %
Average length of haul
(miles)                          932             940           (0.9 )%           935             933         0.2 %


Our financial results for the third quarter and first nine months of 2022
included double-digit growth in our revenue, net income and earnings per diluted
share. We continued to maintain our disciplined approach to managing yields and
controlling our costs. As a result, we achieved a 350 and 310 basis-point
improvement in our operating ratio to 69.1% and 70.4%, respectively, for the
third quarter and first nine months of 2022 as compared to the same periods last
year. Our net income and diluted earnings per share increased 31.7% and 36.0%,
respectively, for the third quarter of 2022 as compared to the same periods last
year and 39.4% and 42.9%, respectively, for the first nine months of 2022 as
compared to last year.

Revenue

Revenue increased $203.6 million, or 14.5%, in the third quarter of 2022 as
compared to the same period of 2021, due to an increase in LTL revenue per
hundredweight that was slightly offset by a decrease in LTL tons. Revenue
increased $922.4 million, or 24.0%, in the first nine months of 2022 as compared
to the same period of 2021, due primarily to increases in both LTL revenue per
hundredweight and LTL tons.

The decrease in our LTL tons during the third quarter of 2022 resulted from a
decrease in LTL shipments that was partially offset by an increase in LTL weight
per shipment. We believe the decline in our shipments for the third quarter of
2022 was primarily attributable to a more challenging macroeconomic environment.
Our LTL tons were higher during the first nine months of 2022 than the prior
year period due primarily to increases in LTL shipments per day and LTL weight
per shipment. We believe this tonnage growth was driven by the demand for our
superior service and our available network capacity, resulting in continued
market share increases.

Our LTL revenue per hundredweight increased 17.4% and 18.9% in the third quarter
and first nine months of 2022, respectively, as compared to the same periods in
2021, despite the downward pressure on this metric created by the increase in
our LTL weight per shipment. These increases reflect the impact of higher fuel
surcharges associated with the significant increase in diesel fuel prices as
well as our ongoing commitment to our long-term yield management strategy.
Excluding fuel surcharges, LTL revenue per hundredweight increased 7.2% and 8.7%
in the third quarter and first nine months of 2022, respectively, as compared to
the same periods in 2021. We believe our focus on obtaining an appropriate yield
is necessary to offset rising operating costs and also allows us to invest in
opportunities that can improve the quality of our service and provide capacity
for future growth.

October 2022 Update

Revenue per day increased 9.1% in October 2022 compared to the same month last
year. LTL tons per day decreased 6.5%, due primarily to a 7.5% decrease in LTL
shipments per day that was partially offset by a 1.1% increase in LTL weight per
shipment. LTL revenue per hundredweight increased 16.9% as compared to the same
month last year. LTL revenue per hundredweight, excluding fuel surcharges,
increased 8.4% as compared to the same month last year.

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Operating Costs and Other Expenses



Salaries, wages, and benefits increased $25.4 million, or 3.9%, in the third
quarter of 2022 as compared to the third quarter of 2021, due to a $30.6 million
increase in salaries and wages partially offset by a $5.2 million decrease in
employee benefit costs. Salaries, wages, and benefits increased $254.1 million,
or 14.1%, for the first nine months of 2022 as compared to the same period of
2021, due to a $188.5 million increase in salaries and wages and a $65.6 million
increase in employee benefit costs.

Our salaries and wages expenses were higher for both the third quarter and first
nine months of 2022 as compared to the same periods of 2021 due primarily to
increases in the average number of active full-time employees. Our average
number of active full-time employees increased 8.4% and 13.9% for the third
quarter and first nine months of 2022, respectively, as we hired additional
employees to balance our workforce with our customers' shipment trends and
reduce our reliance on third-party purchased transportation. We believe our
current staffing levels are sufficient to support our anticipated shipment
trends and, as a result, we expect our headcount to remain generally stable.
Salaries and wages also increased as a result of annual wage increases provided
to our employees at the beginning of both September 2021 and 2022, as well as
higher performance-based bonus compensation.

Our productive labor costs, which include wages for drivers, platform employees,
and fleet technicians, improved as a percent of revenue to 22.5% and 22.9% in
the third quarter and first nine months of 2022, respectively, from 24.8% and
25.3% from the same periods of 2021. The improvements in our productive labor
costs, as a percentage of revenue, reflect the leveraging effect of increases in
our yield as well as our ongoing commitment to operating efficiently. Our
productive labor costs as a percentage of revenue were also impacted by declines
in our P&D shipments per hour and linehaul laden load average as we trained our
new employees. Our other salaries and wages as a percent of revenue also
decreased to 8.9% and 9.0% of revenue in the third quarter and first nine months
of 2022, respectively, from 9.0% and 9.4% of revenue for the same periods of
2021, respectively.

The costs attributable to employee benefits decreased $5.2 million, or 2.9%, and
increased $65.6 million, or 13.9%, respectively, for the third quarter and first
nine months of 2022 as compared to the same periods of 2021. For both the third
quarter and first nine months of 2022, employee benefits costs were impacted by
the increase in the number of full-time employees eligible for our benefits and
increases in certain higher retirement benefits costs directly linked to our net
income. Our group health benefits costs also increased for the year-to-date
period due to higher medical costs per claim. In addition, our benefit costs
were positively impacted by a reduction in accrued benefits expense attributable
to the termination of an employment agreement during the third quarter of 2022.
Our employee benefits costs, as a percent of salaries and wages, decreased to
33.9% and 35.3% for the third quarter and first nine months of 2022,
respectively, from 37.2% and 35.4% for the comparable periods of 2021.

Operating supplies and expenses increased $70.8 million and $237.1 million in
the third quarter and first nine months of 2022, respectively, as compared to
the same periods of 2021, due primarily to an increase in our costs for diesel
fuel used in our vehicles, as well as other petroleum-based products. Our diesel
fuel costs, excluding fuel taxes, represent 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 64.6% and
76.5% in the third quarter and first nine months of 2022, respectively, as
compared to the same periods last year. In addition, our gallons consumed
increased 1.0% and 6.9% in the third quarter and first nine months of 2022,
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 as a percent of revenue increased in the third quarter and first nine
months of 2022 as compared to the same periods of 2021, due to increases in
equipment repair and maintenance costs as well as the cost to install new
technology on our equipment.

Depreciation and amortization costs increased $3.2 million and $10.9 million in
the third quarter and first nine months of 2022, respectively, as compared to
the same periods of 2021. The increases in depreciation and amortization costs
were due primarily to the assets acquired as part of our 2021 and 2022 capital
expenditure programs. We believe depreciation costs will increase in future
periods based on our 2022 capital expenditure plan. While our investments in
real estate, equipment, and technology can increase our costs in the short-term,
we believe these investments are necessary to support our continued long-term
growth and strategic initiatives.

Purchased transportation expense decreased $17.6 million and $1.0 million in the
third quarter and first nine months of 2022, respectively, as compared to the
same periods in 2021. We utilize purchased transportation services from
third-party transportation providers in our domestic linehaul network to
supplement our equipment and our workforce when needed to support our growth
initiatives and to maximize the efficient movement of LTL freight within our
service center network. Our significant investments in workforce and equipment
enabled us to reduce our use of purchased transportation beginning in the second
quarter of 2022.

Our effective tax rate for the third quarter and first nine months of 2022 was
23.9% and 25.3%, respectively, as compared to 25.2% and 25.7% for the third
quarter and first nine months of 2021. Our effective tax rate generally exceeds
the federal statutory rate due to the impact of state taxes and, to a lesser
extent, certain other discrete or non-deductible items.

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