OLD DOMINION FREIGHT LINE INC/VA (Form: 10-Q, Received: 08/08/2016 16:49:35)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________________________

FORM 10-Q

_________________________________



x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2016



o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ________ to ________ .

Commission File Number: 0-19582

_________________________________

OLD DOMINION FREIGHT LINE, INC.

(Exact name of registrant as specified in its charter)

_________________________________



VIRGINIA		56-0751714
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

500 Old Dominion Way

Thomasville, NC 27360

(Address of principal executive offices)

(Zip Code)

(336) 889-5000

(Registrant’s telephone number, including area code)

_________________________________

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.



Large accelerated filer	x	Accelerated filer	o

Non-accelerated filer	o (Do not check if a smaller reporting company)	Smaller reporting company	o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

As of August 4, 2016 there were 82,852,240 shares of the registrant’s Common Stock ($0.10 par value) outstanding.

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INDEX



Part I – FINANCIAL INFORMATION

Item 1	Financial Statements	1
	Condensed Balance Sheets – June 30, 2016 and December 31, 2015	1
	Condensed Statements of Operations – For the three and six months ended June 30, 2016 and 2015	3
	Condensed Statements of Cash Flows – For the six months ended June 30, 2016 and 2015	4
	Notes to the Condensed Financial Statements	5
Item 2	Management's Discussion and Analysis of Financial Condition and Results of Operations	9
Item 3	Quantitative and Qualitative Disclosures about Market Risk	17
Item 4	Controls and Procedures	17

Part II – OTHER INFORMATION

Item 1	Legal Proceedings	17
Item 1A	Risk Factors	18
Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	18
Item 6	Exhibits	19

Signatures		20
Exhibit Index		21

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PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

OLD DOMINION FREIGHT LINE, INC.

CONDENSED BALANCE SHEETS



	June 30,
	2016			December 31,
(In thousands, except share and per share data)	(Unaudited)			2015
ASSETS
Current assets:
Cash and cash equivalents	$	10,673		$	11,472
Customer receivables, less allowances of $7,762 and $8,976, respectively	319,019			310,501
Other receivables	8,480			34,547
Prepaid expenses and other current assets	33,687			25,210
Total current assets	371,859			381,730

Property and equipment:
Revenue equipment	1,522,997			1,358,317
Land and structures	1,289,988			1,221,250
Other fixed assets	389,458			365,673
Leasehold improvements	8,638			7,585
Total property and equipment	3,211,081			2,952,825
Accumulated depreciation	(986,198		)	(929,377		)
Net property and equipment	2,224,883			2,023,448

Goodwill	19,463			19,463
Other assets	43,597			41,863
Total assets	$	2,659,802		$	2,466,504

Note: The Condensed Balance Sheet at December 31, 2015 has been derived from the audited financial statements at that date, but does not include all of the information and notes required by U.S. generally accepted accounting principles for complete financial statements.

The accompanying notes are an integral part of these condensed financial statements.

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OLD DOMINION FREIGHT LINE, INC.

CONDENSED BALANCE SHEETS

(CONTINUED)



	June 30,
	2016		December 31,
(In thousands, except share and per share data)	(Unaudited)		2015
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	79,230	$	66,774
Compensation and benefits	130,743		124,589
Claims and insurance accruals	43,549		44,917
Other accrued liabilities	37,829		22,634
Current maturities of long-term debt	—		26,488
Total current liabilities	291,351		285,402

Long-term liabilities:
Long-term debt	218,332		107,317
Other non-current liabilities	155,849		154,094
Deferred income taxes	252,501		235,054
Total long-term liabilities	626,682		496,465
Total liabilities	918,033		781,867

Commitments and contingent liabilities

Shareholders’ equity:
Common stock - $0.10 par value, 140,000,000 shares authorized, 83,096,036 and 84,411,878 shares outstanding at June 30, 2016 and December 31, 2015, respectively	8,310		8,441
Capital in excess of par value	134,536		134,401
Retained earnings	1,598,923		1,541,795
Total shareholders’ equity	1,741,769		1,684,637
Total liabilities and shareholders’ equity	$	2,659,802	$	2,466,504

The accompanying notes are an integral part of these condensed financial statements.

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OLD DOMINION FREIGHT LINE, INC.

CONDENSED STATEMENTS OF OPERATIONS

(UNAUDITED)



	Three Months Ended						Six Months Ended
	June 30,						June 30,
(In thousands, except share and per share data)	2016			2015			2016			2015
Revenue from operations	$	755,435		$	762,151		$	1,463,168		$	1,458,396

Operating expenses:
Salaries, wages and benefits	408,424			387,423			809,293			755,865
Operating supplies and expenses	80,335			93,390			155,707			181,439
General supplies and expenses	22,778			23,533			43,920			44,825
Operating taxes and licenses	23,466			23,538			46,654			45,812
Insurance and claims	9,363			10,321			19,607			20,363
Communications and utilities	7,327			6,501			14,332			13,276
Depreciation and amortization	46,480			39,771			91,252			78,559
Purchased transportation	18,176			32,702			36,672			62,850
Building and office equipment rents	2,164			2,474			4,437			4,752
Miscellaneous expenses, net	3,486			1,599			8,310			6,191
Total operating expenses	621,999			621,252			1,230,184			1,213,932

Operating income	133,436			140,899			232,984			244,464

Non-operating expense (income):
Interest expense	1,064			1,169			2,247			2,738
Interest income	(12		)	(83		)	(28		)	(154		)
Other expense, net	260			441			776			678
Total non-operating expense	1,312			1,527			2,995			3,262

Income before income taxes	132,124			139,372			229,989			241,202

Provision for income taxes	50,736			53,798			88,316			93,104

Net income	$	81,388		$	85,574		$	141,673		$	148,098

Earnings per share:
Basic	$	0.98		$	1.00		$	1.69		$	1.73
Diluted	$	0.98		$	1.00		$	1.69		$	1.73

Weighted average shares outstanding:
Basic	83,354,013			85,726,933			83,668,521			85,848,208
Diluted	83,381,429			85,726,933			83,682,228			85,848,208

The accompanying notes are an integral part of these condensed financial statements.

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OLD DOMINION FREIGHT LINE, INC.

CONDENSED STATEMENTS OF CASH FLOWS

(UNAUDITED)



	Six Months Ended
	June 30,
(In thousands)	2016			2015
Cash flows from operating activities:
Net income	$	141,673		$	148,098
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	91,252			78,559
Loss (gain) on sale of property and equipment	466			(1,700		)
Other operating activities, net	58,840			29,268
Net cash provided by operating activities	292,231			254,225

Cash flows from investing activities:
Purchase of property and equipment	(295,533		)	(231,253		)
Proceeds from sale of property and equipment	2,997			10,351
Net cash used in investing activities	(292,536		)	(220,902		)

Cash flows from financing activities:
Principal payments under long-term debt agreements	(26,488		)	(35,922		)
Net proceeds on revolving line of credit	111,015			23,000
Payments for share repurchases	(84,683		)	(42,399		)
Other financing activities, net	(338		)	—
Net cash used in financing activities	(494		)	(55,321		)

Decrease in cash and cash equivalents	(799		)	(21,998		)
Cash and cash equivalents at beginning of period	11,472			34,787
Cash and cash equivalents at end of period	$	10,673		$	12,789

The accompanying notes are an integral part of these condensed financial statements.

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NOTES TO THE CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

Note 1. Significant Accounting Policies

Basis of Presentation

The accompanying unaudited, interim condensed financial statements have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP") for interim financial information and, in management’s opinion, contain all adjustments (consisting of normal recurring items) necessary for a fair presentation, in all material respects, of the financial position and results of operations for the periods presented. Accordingly, they do not include all of the information and notes required by U.S. GAAP for complete financial statements.

The preparation of condensed financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions. Such estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the condensed financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Our operating results are subject to seasonal trends; therefore, the results of operations for the interim period ended June 30, 2016 are not necessarily indicative of the results that may be expected for subsequent quarterly periods or the year ending December 31, 2016 .

The condensed financial statements should be read in conjunction with the financial statements and related notes, which appear in our Annual Report on Form 10-K for the year ended December 31, 2015 . There have been no significant changes in the accounting principles and policies, long-term contracts or estimates inherent in the preparation of the condensed financial statements of Old Dominion Freight Line, Inc. as previously described in our Annual Report on Form 10-K for the year ended December 31, 2015 , other than those disclosed in this Form 10-Q.

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.

Fair Values of Financial Instruments

The carrying values of financial instruments in current assets and current liabilities approximate their fair value due to the short maturities of these instruments. The carrying value of our total long-term debt, including current maturities, and capital lease obligations was $218.3 million and $133.8 million at June 30, 2016 and December 31, 2015 , respectively. The estimated fair value of our total long-term debt and capital lease obligations was $223.6 million and $139.1 million at June 30, 2016 and December 31, 2015 , respectively. The carrying value of our revolving credit facility approximates fair value due to the variable interest rates of the facility that correlate with current market rates. 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 (the “FASB”).

Supplemental Disclosure of Noncash Investing and Financing Activities

Investing and financing activities that are not reported in the Condensed Statements of Cash Flows due to their non-cash nature are summarized below:



	Six Months Ended
	June 30,
(In thousands)	2016		2015
Acquisition of property and equipment by capital lease	$	—	$	3,552

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NOTES TO THE CONDENSED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)

Stock Repurchase Program

During the second quarter of 2016, we completed our stock repurchase program, previously announced on November 10, 2014, to repurchase up to an aggregate of $200.0 million of our outstanding common stock. On May 23, 2016, we announced that our Board of Directors had approved a new two-year stock repurchase program authorizing us to repurchase up to an aggregate of $250.0 million of our outstanding common stock (the “2016 Repurchase Program”). Under the 2016 Repurchase Program, we may repurchase shares from time to time in open market purchases or through privately negotiated transactions. Shares of our common stock repurchased under our repurchase programs are canceled at the time of repurchase and are authorized but unissued shares of our common stock.

During the three and six months ended June 30, 2016, we repurchased 622,663 shares of our common stock for $40.0 million and 1,385,143 shares of our common stock for $84.7 million under our repurchase programs, respectively. As of June 30, 2016, we had $245.6 million remaining authorized under the 2016 Repurchase Program.

Recent Accounting Pronouncements

In April 2015, the FASB issued ASU 2015-05, " Customer's Accounting for Fees Paid in a Cloud Computing Arrangement " (Topic 350). This ASU provides additional guidance for software licenses within a cloud computing arrangement. Under ASU 2015-05, if a cloud computing arrangement contains a software license, customers should account for the license element of the arrangement in a manner consistent with the acquisition of other software licenses. If the arrangement does not contain a software license, customers should account for the arrangement as a service contract. We adopted the provisions of ASU 2015-05 in the first quarter of 2016 without a material impact on our financial position, results of operations or cash flows.

In April 2015, the FASB issued ASU 2015-03, " Interest - Imputation of Interest: Simplifying the Presentation of Debt Issuance Cos ts" (Topic 835-30). This ASU requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the related debt's carrying value, which is consistent with the presentation of debt discounts. In June 2015, the FASB issued ASU 2015-15, " Interest - Imputation of Interest: Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements ". This ASU adds further clarity to ASU 2015-03 for debt issuance costs related to line-of-credit-arrangements. We adopted the provisions of ASU 2015-03 and ASU 2015-15 in the first quarter of 2016 without a material impact on our financial position, results of operations or cash flows.

In March 2016, the FASB issued ASU 2016-09, " Improvements to Employee Share-Based Payment Accounting " (Topic 718). This ASU is intended to simplify various aspects of the accounting for employee share-based payment transactions, including accounting for income taxes, forfeitures, and statutory tax withholding requirements, as well as classification in the statement of cash flows. The guidance in ASU 2016-09 is required for annual reporting periods beginning after December 15, 2016, with early adoption permitted. We adopted the provisions of ASU 2016-09 in the second quarter of 2016 with retrospective application beginning January 1, 2016. The adoption did not have an impact on our financial position, results of operations or cash flows.

Note 2. Share-Based Restricted Stock Awards

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 can be granted until May 18, 2026 or the Stock Incentive Plan’s earlier termination, 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 of the Company and its affiliates. The maximum number of shares of common stock that we may issue or deliver pursuant to awards granted under the Stock Incentive Plan is 2,000,000 shares.

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NOTES TO THE CONDENSED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)

During the quarter ended June 30, 2016, 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 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 or service. The restricted stock awards only carry rights to vote or receive dividends to the extent vested.

Share-based compensation to employees and non-employee directors is accounted for under ASC Topic 718, " Compensation - Stock Compensation" . Compensation cost for restricted stock awards is measured at the grant date based on the fair market value per share of our common stock. Compensation cost is recognized on a straight-line basis over the requisite service period of each award and is presented in "Salaries, wages and benefits" for employees and “Miscellaneous expenses, net” for non-employee directors in the accompanying Condensed Statements of Operations.

The following table summarizes our restricted stock award activity:



	Shares	Weighted Average Grant Date Fair Value Per Share


Granted on May 26, 2016	74,376	$	63.94
Vested	—	—
Forfeited	—	—
Unvested at June 30, 2016	74,376	$	63.94

At June 30, 2016, the Company had $ 4.1 million of stock-based compensation cost, net of estimated forfeitures, related to unvested restricted stock awards that will be recognized over a weighted average period of 2.62 years .

Note 3. Earnings Per Share

Basic earnings per share of the Company is computed by dividing net income by the weighted average number of shares of common stock outstanding for the period, excluding unvested restricted stock. Unvested restricted stock is included in common shares outstanding in the balance sheets. Diluted earnings per share is computed using the treasury stock method and includes the impact of shares of unvested restricted stock.

The following table provides a reconciliation of the number of common shares used in computing basic and diluted earnings per share:



	Three Months Ended		Six Months Ended
	June 30,		June 30,
	2016	2015	2016	2015
Weighted average shares outstanding - basic	83,354,013	85,726,933	83,668,521	85,848,208
Dilutive effect of share-based awards	27,416	—	13,707	—
Weighted average shares outstanding - diluted	83,381,429	85,726,933	83,682,228	85,848,208

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NOTES TO THE CONDENSED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)

Note 4. Long-Term Debt

Long-term debt consisted of the following:



(In thousands)	June 30, 2016		December 31, 2015
Senior notes	$	95,000	$	120,000
Revolving credit facility	123,332		12,317
Capitalized leases and other obligations	—		1,488
Total long-term debt and capital lease obligations	218,332		133,805
Less: Current maturities	—		(26,488		)
Total maturities due after one year	$	218,332	$	107,317

We have one outstanding unsecured senior note agreement with an amount outstanding of $95.0 million at June 30, 2016 . At December 31, 2015 , we had two outstanding unsecured senior note agreements with an aggregate amount outstanding of $120.0 million . The remaining unsecured senior note agreement calls for two scheduled principal payments of $50.0 million and $45.0 million on January 3, 2018 and January 3, 2021, respectively. Interest rates on the principal payments are fixed and range from 4.00% to 4.79% . The effective average interest rate on our outstanding senior note agreements were 4.37% and 4.68% at June 30, 2016 and December 31, 2015 , respectively.

On December 15, 2015, we entered into an amended and restated credit agreement with Wells Fargo Bank, National Association ("Wells Fargo") serving as administrative agent for the lenders (the "2015 Credit Agreement"). The 2015 Credit Agreement provides for a five-year, $250.0 million senior unsecured revolving line of credit. We may also request an increase in the line of credit commitments up to an aggregate of $350.0 million , which may include Term Loan Commitments, in a minimum amount of $25.0 million . Of the $250.0 million line of credit commitments, up to $100.0 million may be used for letters of credit and $30.0 million may be used for borrowings under the Wells Fargo Sweep Plus Loan Program (the "Sweep Program"). We utilize the Sweep Program to manage our daily cash needs, as it automatically initiates borrowings to cover overnight cash requirements primarily for working capital needs.

At our option, borrowings under the 2015 Credit Agreement bear interest at either: (i) LIBOR plus an applicable margin (based on our ratio of debt-to-total capitalization) that ranges from 1.0% to 1.50% ; or (ii) a Base Rate plus an applicable margin (based on our ratio of debt-to-total capitalization) that ranges from 0.0% to 0.5% . Loans under the Sweep Program bear interest at the LIBOR plus applicable margin rate. Letter of credit fees equal to the applicable margin for LIBOR and Base Rate 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 0.125% to 0.2% (based upon the ratio of debt-to-total capitalization) are charged quarterly in arrears on the aggregate unutilized portion of the 2015 Credit Agreement. Wells Fargo, as administrative agent, also receives an annual fee for providing administrative services.

For the three and six months ended June 30, 2016 under the 2015 Credit Agreement, the applicable margin on LIBOR loans was 1.0% and commitment fees were 0.125% . For the three and six months ended June 30, 2015 under the previous credit agreement, the applicable margin on LIBOR loans was 1.0% and commitment fees were 0.175% . There were $74.9 million and $67.7 million of outstanding letters of credit at June 30, 2016 and December 31, 2015, respectively. Letter of credit fees remained at 1.0% during the three and six months ended June 30, 2016 and 2015 .

Note 5. Commitments and Contingencies

We are involved in various legal proceedings and claims that have arisen in the ordinary course of our business and have not been fully adjudicated, some of which are covered in whole or in part by insurance. Certain of these claims include class-action allegations. We do not believe that the resolution of any of these legal proceedings or claims will have a material adverse effect upon our financial position, results of operations or cash flows.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS

Overview

We are a leading, less-than-truckload (“LTL”), union-free motor carrier providing regional, inter-regional and national LTL services, which include ground and air expedited transportation and consumer household pickup and delivery through a single integrated organization. In addition to our core LTL services, we offer a broad range of value-added services including container drayage, truckload brokerage, supply chain consulting and warehousing. More than 95% 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 services using the following key metrics, which exclude certain transportation and logistics services where pricing is generally not determined by weight, commodity or distance:

•

LTL Revenue Per Hundredweight - 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 better indicator of changes in our yields by matching total billed revenue with the corresponding weight of those shipments.

Revenue per hundredweight is a commonly-used indicator of pricing trends, but this metric can be influenced by many other factors, such as changes in fuel surcharges, weight per shipment, length of haul and the class, or mix, of our freight. As a result, changes in revenue per hundredweight do not necessarily indicate actual changes in underlying base rates.

•

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.

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 on the shipments we handle. We manage our yields by focusing on individual account profitability. We believe yield management and improvements in efficiency are key components in 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 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 continually 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.

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



	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2016		2015		2016		2015
Revenue from operations	100.0	%	100.0	%	100.0	%	100.0	%

Operating expenses:
Salaries, wages and benefits	54.1		50.8		55.3		51.8
Operating supplies and expenses	10.6		12.2		10.7		12.5
General supplies and expenses	3.0		3.1		3.0		3.1
Operating taxes and licenses	3.1		3.1		3.2		3.1
Insurance and claims	1.2		1.4		1.3		1.4
Communications and utilities	1.0		0.9		1.0		0.9
Depreciation and amortization	6.1		5.2		6.2		5.4
Purchased transportation	2.4		4.3		2.5		4.3
Building and office equipment rents	0.3		0.3		0.3		0.3
Miscellaneous expenses, net	0.5		0.2		0.6		0.4
Total operating expenses	82.3		81.5		84.1		83.2

Operating income	17.7		18.5		15.9		16.8

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

Income before income taxes	17.5		18.3		15.7		16.5

Provision for income taxes	6.7		7.1		6.0		6.3

Net income	10.8	%	11.2	%	9.7	%	10.2	%



*	For the purpose of this table, interest expense is presented net of interest income.

Results of Operations

Key financial and operating metrics for the three and six-month periods ended June 30, 2016 and 2015 are presented below:



	Three Months Ended								Six Months Ended
	June 30,								June 30,
	2016			2015			% Change		2016			2015			% Change
Work days	64			64			—	%	128			127			0.8	%
Revenue (in thousands)	$	755,435		$	762,151		(0.9	)%	$	1,463,168		$	1,458,396		0.3	%
Operating ratio	82.3		%	81.5		%			84.1		%	83.2		%
Net income (in thousands)	$	81,388		$	85,574		(4.9	)%	$	141,673		$	148,098		(4.3	)%
Diluted earnings per share	$	0.98		$	1.00		(2.0	)%	$	1.69		$	1.73		(2.3	)%
LTL tons (in thousands)	2,025			2,032			(0.3	)%	3,948			3,905			1.1	%
LTL shipments (in thousands)	2,597			2,582			0.6	%	5,086			4,926			3.2	%
LTL weight per shipment (lbs.)	1,559			1,574			(1.0	)%	1,553			1,585			(2.0	)%
LTL revenue per hundredweight	$	18.37		$	18.22		0.8	%	$	18.26		$	18.15		0.6	%
LTL revenue per shipment	$	286.51		$	286.85		(0.1	)%	$	283.49		$	287.79		(1.5	)%
Average length of haul (miles)	929			928			0.1	%	932			928			0.4	%

Our financial results for the second quarter and first half of 2016 reflect a continued sluggish economy, yet demand remained stable for our LTL freight services as compared to the same periods last year. Our revenue levels in 2016 reflect a significant decrease in fuel surcharges, as well as lower non-LTL revenue attributable to strategic changes in our service offerings. While our LTL tonnage per day was comparatively flat throughout 2016, we produced growth in LTL revenue per hundredweight for both the second quarter and first half of 2016. We attribute these increases in yield to our ability to consistently provide premium service at a fair price and to a slight reduction in our LTL weight per shipment.

We continued to make investments in capacity in the first half of 2016 to support our service levels and long-term growth initiatives. These investments increased our costs, which slightly reduced our profitability. As a result, our operating ratio increased 80 and 90 basis points, net income decreased 4.9% and 4.3% and earnings per diluted share decreased 2.0% and 2.3%, compared to the second quarter and first half of 2015, respectively.

Revenue

For the second quarter of 2016, revenue decreased $6.7 million, or 0.9% from the second quarter of 2015, primarily due to a reduction in fuel surcharges and a $9.7 million decrease in non-LTL revenue. Second quarter LTL revenue per hundredweight improved 0.8%, or 2.7% excluding fuel surcharges. Second quarter LTL tonnage declined 0.3% due primarily to a 1.0% decrease in weight per shipment, which was partially offset by a 0.6% increase in shipments when compared to the second quarter of 2015.

For the first six months of 2016, revenue increased $4.8 million, or 0.3% over the first half of 2015, despite lower fuel surcharges and an $18.6 million reduction in non-LTL revenue. Our revenue growth benefited from the additional workday and an increase of 0.6% in LTL revenue per hundredweight, or 3.2% excluding fuel surcharges, in the first six months of 2016 as compared to 2015. LTL tonnage increased 1.1%, which was driven by a 3.2% increase in shipments that was partially offset by a 2.0% decrease in weight per shipment.

Our LTL yield metrics are influenced by many variables including changes in weight per shipment, average length of haul and the mix of freight we haul in a measurement period. LTL revenue per hundredweight increased 0.8% and 0.6% as compared to the second quarter and first half of 2015, respectively, despite the significant decline in fuel surcharge revenue. LTL revenue per hundredweight, excluding fuel surcharges, increased 2.7% and 3.2% as compared to the second quarter and first half of 2015, respectively. We attribute these improvements to our disciplined yield management process, the positive impact on this metric resulting from the decline in weight per shipment and a relatively stable pricing environment thus far in 2016.

Most of our tariffs and contracts provide for a fuel surcharge that is generally indexed to the diesel fuel prices published by the U.S. Department of Energy ("DOE") that reset each week. Our fuel surcharges are designed to offset fluctuations in the cost of petroleum-based products and are one of the many components included in the overall negotiated price we charge for our services. As a percent of revenue, fuel surcharges decreased to 9.5% and 9.1% for the second quarter and first half of 2016, respectively, as compared to 11.0% and 11.2% for the respective periods of 2015. These decreases were due primarily to a decrease in the average price per gallon for diesel fuel for those comparative periods. We regularly monitor the components of our pricing, including base freight rates and fuel surcharges. We also address any individual account profitability issues with our customers as part of our effort to minimize the negative impact on our profitability that would likely result from a rapid and significant change in any of our operating expenses.

July 2016 Update

LTL tons per day decreased 1.2% for July 2016 as compared to July 2015. This decrease reflected a reduction in LTL shipments per day of 1.2% as compared to the same month in 2015, as LTL weight per shipment remained relatively consistent for the periods compared.

Operating Costs and Other Expenses

Salaries, wages and benefits for the second quarter of 2016 increased $21.0 million, or 5.4%, over the prior-year comparable quarter due to a $15.1 million increase in the costs attributable to salaries and wages and a $5.9 million increase in benefit costs. Salaries, wages and benefits for the first half of 2016 increased $53.4 million, or 7.1%, over the prior-year comparable period due to a $36.1 million increase in the costs attributable to salaries and wages and a $17.3 million increase in benefit costs. The increases in salaries and wages, excluding benefits, were due primarily to the impact of the annual wage increase provided to employees in September 2015 and an increase in the average number of full-time employees. Our average number of full-time employees increased 2.1% and 4.4% during the second quarter and first half of 2016, respectively, as compared to the same prior-year periods, primarily due to the addition of drivers and platform employees to support our growth in shipments and strategic reduction in purchased transportation. As a result, our aggregate productive labor costs increased to 28.6% and 29.1% of revenue in the second quarter and first half of 2016, respectively, as compared to 27.1% and 27.2% in the second quarter and first half of 2015, respectively. Although these costs increased as a percent of revenue, we improved our productivity in platform shipments per hour by 3.7% and 4.7%, respectively, as compared to the second quarter and first half of 2015. Our P&D shipments per hour remained generally consistent between the comparable periods and our linehaul laden load average declined 2.0% and 2.7% in the second quarter and first half of 2016, respectively, as compared to the same periods in 2015.

Employee benefit costs increased $5.9 million and $17.3 million in the second quarter and first half of 2016, respectively, as compared to the same prior-year periods. These increases were due primarily to higher costs for our group health and dental plans and an increase in our average number of full-time employees eligible for benefits. As a result, our employee benefit costs increased to 31.9% and 33.2% of salaries and wages in the second quarter and first half of 2016, respectively, from 31.5% and 32.3% for the comparable periods of 2015, respectively.

Operating supplies and expenses decreased $13.1 million and $25.7 million in the second quarter and first half of 2016, respectively, as compared to the same prior year periods. The cost of diesel fuel, excluding fuel taxes, represents the largest component of operating supplies and expenses, and can vary based on both average price per gallon and consumption. Our diesel fuel costs decreased due primarily to a 19.5% and 24.2% decrease in our average cost per gallon in the second quarter and first half of 2016, respectively. In addition, our fuel consumption continued to benefit from improvements in our miles per gallon as we added newer, more fuel-efficient equipment to our operations. We do not use diesel fuel hedging instruments and our costs are therefore subject to market price fluctuations. Other operating supplies and expenses, excluding diesel fuel, increased slightly as a percent of revenue between the periods compared.

Depreciation and amortization increased $6.7 million and $12.7 million in the second quarter and first six months of 2016, respectively, as compared to the same periods of 2015. The increase in depreciation and amortization was due primarily to the assets acquired as part of our 2015 and 2016 capital expenditure programs. As a percent of revenue, our depreciation and amortization expense increased by 0.9% and 0.8% as compared to the second quarter and first half of 2015, respectively. 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 growth and strategic initiatives.

Purchased transportation decreased $14.5 million and $26.2 million in the second quarter and first six months of 2016, respectively, as compared to the same periods of 2015. The decrease in purchased transportation was due primarily to the strategic elimination of certain services in the second half of 2015 that reduced our use of third-party providers. We utilize purchased transportation services to support our LTL services and other non-LTL services, including our container drayage and truckload brokerage services.

Liquidity and Capital Resources

A summary of our cash flows is presented below:



	Six Months Ended
	June 30,
(In thousands)	2016			2015
Cash and cash equivalents at beginning of period	$	11,472		$	34,787
Cash flows provided by (used in):
Operating activities	292,231			254,225
Investing activities	(292,536		)	(220,902		)
Financing activities	(494		)	(55,321		)
Decrease in cash and cash equivalents	(799		)	(21,998		)
Cash and cash equivalents at end of period	$	10,673		$	12,789

The change in our cash flows provided by operating activities during the first half of 2016 as compared to the first half of 2015 was due primarily to an increase in deferred taxes of $31.9 million and increased depreciation of $12.7 million. These increases were partially offset by a $6.4 million reduction in net income.

The change in our cash flows used in investing activities during the first half of 2016 as compared to the first half of 2015 was due primarily to the timing of our capital expenditures. The change in our capital expenditure plans is more fully described below in “Capital Expenditures.”

The change in our cash flows used in financing activities during the first half of 2016 as compared to the first half of 2015 was due primarily to an $88.0 million increase in net proceeds from our senior unsecured revolving line of credit and a $9.4 million decrease in senior note principal payments, which was offset by a $42.3 million increase in repurchases of our common stock. Our repurchases of common stock and financing arrangements are more fully described below under "Stock Repurchase Program" and "Financing Agreements," respectively.

We have three primary sources of available liquidity: cash and cash equivalents, cash flows from operations and available borrowings under our senior unsecured revolving credit agreement, which is described below. We believe we also have sufficient access to debt and equity markets to provide other sources of liquidity, if needed.

Capital Expenditures

The table below sets forth our net capital expenditures for property and equipment, including capital assets obtained through capital leases and nonmonetary exchanges, for the six -month period ended June 30, 2016 and the years ended December 31, 2015 , 2014 and 2013 :



	June 30,			December 31,
(In thousands)	2016			2015			2014			2013
Land and structures	$	69,923		$	153,460		$	117,487		$	126,424
Tractors	112,163			128,911			91,750			59,317
Trailers	81,514			114,209			80,853			70,042
Technology	11,792			32,044			38,264			15,032
Other equipment and assets	20,141			36,987			39,326			31,391
Proceeds from sales	(2,997		)	(24,442		)	(21,866		)	(11,235		)
Total	$	292,536		$	441,169		$	345,814		$	290,971

Our capital expenditure requirements are generally based upon the projected increase in the number and size of our service center facilities to support our plans for long-term growth, our planned tractor and trailer replacement cycle and forecasted tonnage growth. These requirements can vary from year to year depending on our needs for, and the availability of, property and equipment.

We currently estimate capital expenditures will be approximately $405 million for the year ending December 31, 2016. Approximately $170 million is allocated for the purchase of service center facilities, construction of new service center facilities or expansion of existing service center facilities, subject to the availability of suitable real estate and the timing of construction projects; approximately $200 million is allocated for the purchase of tractors, trailers and other equipment; and approximately $35 million is allocated for investments in technology and other assets. We expect to fund these capital expenditures primarily through cash flows from operations, our existing cash and cash equivalents and the use of our senior unsecured revolving credit facility, if needed. We believe our current sources of liquidity will be sufficient to satisfy our expected capital expenditures.

Stock Repurchase Program

Financing Agreements

On December 15, 2015, we entered into an amended and restated credit agreement with Wells Fargo Bank, National Association ("Wells Fargo") serving as administrative agent for the lenders (the "2015 Credit Agreement"). The 2015 Credit Agreement provides for a five-year, $250.0 million senior unsecured revolving line of credit. We may also request an increase in the line of credit commitments up to an aggregate of $350.0 million, which may include Term Loan Commitments, in a minimum amount of $25.0 million. Of the $250.0 million line of credit commitments, up to $100.0 million may be used for letters of credit and $30.0 million may be used for borrowings under the Wells Fargo Sweep Plus Loan Program (the "Sweep Program"). We utilize the Sweep Program to manage our daily cash needs, as it automatically initiates borrowings to cover overnight cash requirements primarily for working capital needs.

The amounts outstanding and available borrowing capacity under the Credit Agreement are presented below:



(In thousands)	June 30, 2016			December 31, 2015
Facility limit	$	250,000		$	250,000
Line of credit borrowings	(123,332		)	(12,317		)
Outstanding letters of credit	(74,943		)	(67,719		)
Available borrowing capacity	$	51,725		$	169,964

With the exception of borrowings pursuant to the 2015 Credit Agreement, interest rates are fixed on all of our debt instruments. Therefore, short-term exposure to fluctuations in interest rates is limited to our line of credit facility. We do not currently use interest rate derivative instruments to manage exposure to interest rate changes.

The 2015 Credit Agreement contains 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. Any future wholly-owned material domestic subsidiaries would be required to guarantee payment of all our obligations under the 2015 Credit Agreement.

The 2015 Credit Agreement also includes a provision limiting our ability to make restricted payments, including dividends and payments for share repurchases, unless, among other conditions, no defaults or events of default are ongoing (or would be caused by such restricted payment). We did not declare or pay a dividend on our common stock in the first half of 2016, and we have no current plans to declare or pay a dividend during the remainder of 2016. Our share repurchases are described above in “Stock Repurchase Program.”

A significant decrease in demand for our services could limit our ability to generate cash flow and affect profitability. Most of our debt agreements have covenants that require stated levels of financial performance, which if not achieved could cause acceleration of the payment schedules. As of June 30, 2016 , we were in compliance with these covenants. We do not anticipate a significant decline in business levels or financial performance that would cause us to violate any such covenants in the future, and we believe the combination of our existing 2015 Credit Agreement along with our additional borrowing capacity will be sufficient to meet foreseeable seasonal and long-term capital needs.

Critical Accounting Policies

In preparing our condensed financial statements, we applied the same critical accounting policies as described in our Annual Report on Form 10-K for the year ended December 31, 2015 that affect judgments and estimates of amounts recorded for certain assets, liabilities, revenue and expenses.

Seasonality

Our tonnage levels and revenue mix are subject to seasonal trends common in our industry, although other factors, such as macroeconomic or freight mix changes, could cause variation in these trends. Operating margins in the first and fourth quarters are typically lower than those during the second and third quarters due to fewer shipments during the winter months. Harsh winter weather or natural disasters, such as hurricanes, tornadoes and floods, can also adversely impact our performance by reducing demand and increasing operating expenses. We believe seasonal trends will continue to impact our business.

Environmental Regulation

We are subject to various federal, state and local environmental laws and regulations that focus on, among other things: the emission and discharge of hazardous materials into the environment or their presence at our properties or in our vehicles; fuel storage tanks; transportation of certain materials; and the discharge or retention of storm water. Under specific environmental laws, we could also be held responsible for any costs relating to contamination at our past or present facilities and at third-party waste disposal sites, as well as costs associated with clean-up of accidents involving our vehicles. We do not believe that the cost of future compliance with current environmental laws or regulations will have a material adverse effect on our operations, financial condition, competitive position or capital expenditures for the remainder of 2016 or fiscal year 2017. However, future changes to laws or regulations may adversely affect our operations and could result in unforeseen costs to our business.

Forward-Looking Information

Forward-looking statements appear in this report, including, but not limited to, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and in other written and oral statements made by or on behalf of us. These forward-looking statements include, but are not limited to, statements relating to our goals, strategies, expectations, competitive environment, regulation, availability of resources, future events and future financial performance. Such forward-looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements typically can be identified by such words as “anticipate,” “estimate,” “forecast,” “project,” “intend,” “expect,” “believe,” “should,” “could,” “may” or other similar words or expressions. We caution readers that such forward-looking statements involve risks and uncertainties, including, but not limited to, the risk factors set forth in our Annual Report on Form 10-K for the year ended December 31, 2015 and in other reports and statements that we file with the SEC. Such forward-looking statements involve risks and uncertainties that could cause actual events or results to differ materially from those expressed or implied herein, including, but not limited to, the following:


•	the competitive environment with respect to industry capacity and pricing, including the use of fuel surcharges, such that our total overall pricing is sufficient to cover our operating expenses;


•	our ability to collect fuel surcharges and the effectiveness of those fuel surcharges in mitigating the impact of fluctuating prices for diesel fuel and other petroleum-based products;


•	the negative impact of any unionization, or the passage of legislation or regulations that could facilitate unionization, of our employees;


•	the challenges associated with executing our growth strategy, including the inability to successfully consummate and integrate any acquisitions;


•	changes in our goals and strategies, which are subject to change at any time at our discretion;


•	various economic factors such as recessions, downturns in customers' business cycles and shipping requirements, and global uncertainty and instability that may lead to fewer goods being transported, including the United Kingdom's decision to exit the European Union;


•	increases in driver compensation or difficulties attracting and retaining qualified drivers to meet freight demand;


•	our exposure to claims related to cargo loss and damage, property damage, personal injury, workers' compensation, group health and group dental, including increased premiums, adverse loss development, increased self-insured retention levels and claims in excess of insured coverage levels;


•	cost increases associated with employee benefits, including compliance obligations associated with the Patient Protection and Affordable Care Act;


•	the availability and cost of capital for our significant ongoing cash requirements;


•	the availability and cost of new equipment and replacement parts, including regulatory changes and supply constraints that could impact the cost of these assets;


•	decreases in demand for, and the value of, used equipment;


•	the availability and cost of diesel fuel;


•	the costs and potential liabilities related to compliance with, or violations of, existing or future governmental laws and regulations, including environmental laws, engine emissions standards, hours-of-service for our drivers, driver fitness requirements and new safety standards for drivers and equipment;


•	the costs and potential liabilities related to various legal proceedings and claims that have arisen in the ordinary course of our business, some of which include class-action allegations;


•	the costs and potential liabilities related to governmental proceedings;


•	the costs and potential liabilities related to our international business operations and relationships;


•	the costs and potential adverse impact of compliance with, or violations of, current and future rules issued by the Department of Transportation, the Federal Motor Carrier Safety Administration, including its Compliance, Safety, Accountability initiative, and other regulatory agencies;


•	seasonal trends in the less-than-truckload industry, including harsh weather conditions;


•	our dependence on key employees;


•	the concentration of our stock ownership with the Congdon family;


•	the costs and potential adverse impact associated with future changes in accounting standards or practices;


•	potential costs associated with cyber incidents and other risks, including system failure, security breach, disruption by malware or other damage;


•	the impact of potential disruptions to our information technology systems or our service center network;


•	damage to our reputation from the misuse of social media;


•	the costs and potential adverse impact of compliance with anti-terrorism measures on our business;


•	dilution to existing shareholders caused by any issuance of additional equity; and


•	other risks and uncertainties described in our most recent Annual Report on Form 10-K and other filings with the SEC.

Our forward-looking statements are based upon our beliefs and assumptions using information available at the time the statements are made. We caution the reader not to place undue reliance on our forward-looking statements (i) as these statements are neither a prediction nor a guarantee of future events or circumstances and (ii) the assumptions, beliefs, expectations and projections about future events may differ materially from actual results. We undertake no obligation to publicly update any forward-looking statement to reflect developments occurring after the statement is made, except as otherwise required by law.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

There were no material changes to our market risk exposures during the second quarter of 2016. For a discussion of our exposure to market risk, refer to Item 7A, “Quantitative and Qualitative Disclosures About Market Risk,” contained in our Annual Report on Form 10-K for the fiscal year ended December 31, 2015 .

Item 4. Controls and Procedures


a)	Evaluation of disclosure controls and procedures

As of the end of the period covered by this quarterly report, our management, with the participation of our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), conducted an evaluation of the effectiveness of our disclosure controls and procedures in accordance with Rule 13a-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Based on the evaluation of our disclosure controls and procedures as of the end of the period covered by this quarterly report, our CEO and CFO concluded that, as of such date, our disclosure controls and procedures were effective to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is (a) accumulated and communicated to our management, including our CEO and CFO, as appropriate to allow timely decisions regarding required disclosure, and (b) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.


b)	Changes in internal control over financial reporting

There were no changes in our internal control over financial reporting that occurred during our last fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

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Item 1A. Risk Factors

In addition to the risk factor set forth below and other information set forth in this report and in our other reports and statements that we file with the SEC, including our quarterly reports on Form 10-Q, careful consideration should be given to the factors discussed in Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2015 , which could materially affect our business, financial condition and future results. The risks described in our Annual Report on Form 10-K are not the only risks facing our Company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and operating results.

Our customers’ and suppliers’ businesses may be impacted by various economic factors such as recessions, a downturn in the economy, global uncertainty and instability and/or a disruption of financial markets, which may decrease demand for our services.

Adverse economic conditions, both in the United States and internationally, can negatively affect our customers’ business levels, the amount of transportation services they need, their ability to pay for our services and overall freight levels, any of which might impair our asset utilization. Additionally, uncertainty and instability in the global economy, such as the United Kingdom's decision to exit the European Union, may lead to fewer goods being transported. Customers encountering adverse economic conditions may be unable to obtain additional financing, or financing under acceptable terms, due to disruptions in the capital and credit markets. These customers represent a greater potential for bad debt losses, which may require us to increase our reserve for bad debt. Economic conditions resulting in bankruptcies of one or more of our large customers could have a significant impact on our financial position, results of operations or liquidity in a particular year or quarter. Further, when adverse economic times arise customers may select competitors that offer lower rates in an attempt to lower their costs, and we might be forced to lower our rates or lose freight.

Our suppliers’ business levels also may be negatively affected by adverse economic conditions, both in the United States and internationally, or financial constraints, which could lead to disruptions in the supply and availability of equipment, parts and services critical to our operations. A significant interruption in our normal supply chain could disrupt our operations, increase our costs and negatively impact our ability to serve our customers.

We also are subject to cost increases outside of our control that could materially reduce our profitability if we are unable to increase our rates sufficiently. Such cost increases include, but are not limited to, increases in fuel prices, interest rates, taxes, tolls, license and registration fees, insurance, revenue equipment and healthcare for our employees.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

The following table provides information regarding our repurchases of our common stock during the second quarter of 2016:



ISSUER PURCHASES OF EQUITY SECURITIES

	Total Number of Shares Purchased	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Programs	Approximate Dollar Value of Shares that May Yet Be Purchased Under the Programs
	Total Number of Shares Purchased	Average Price Paid per Share
April 1-30, 2016	173,934	$	68.78	173,934	$	23,742,101
May 1-31, 2016	220,361	$	64.11	220,361	$	9,613,956
June 1-30, 2016	228,368	$	61.07	228,368	$	245,605,467
Total	622,663	$	64.30	622,663

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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 authorized but unissued shares of our common stock.

Item 6. Exhibits



Exhibit No.	Description

10.23 *	Old Dominion Freight Line, Inc. 2016 Stock Incentive Plan (Incorporated by reference to Exhibit 99 contained in the Company's Registration Statement on Form S-8 (File No. 333-211464), filed on May 19, 2016)

10.23.1 *	Form of Old Dominion Freight Line, Inc. 2016 Stock Incentive Plan Restricted Stock Award Agreement (Employees)

10.23.2 *	Form of Old Dominion Freight Line, Inc. 2016 Stock Incentive Plan Restricted Stock Award Agreement (Non-Employee Directors)

31.1	Certification Pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2	Certification Pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1	Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2	Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101	The following financial information from our Quarterly Report on Form 10-Q for the quarter ended June 30, 2016, filed on August 8, 2016, formatted in XBRL (eXtensible Business Reporting Language) includes: (i) the Condensed Balance Sheets at June 30, 2016 and December 31, 2015, (ii) the Condensed Statements of Operations for the three and six months ended June 30, 2016 and 2015, (iii) the Condensed Statements of Cash Flows for the six months ended June 30, 2016 and 2015, and (iv) the Notes to the Condensed Financial Statements

* Denotes an executive compensation plan or agreement

Our SEC file number reference for documents filed with the SEC pursuant to the Securities Exchange Act of 1934, as amended, is 0-19582.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.




		OLD DOMINION FREIGHT LINE, INC.

DATE:	August 8, 2016	/s/ ADAM N. SATTERFIELD
		Adam N. Satterfield
		Senior Vice President - Finance and Chief Financial Officer (Principal Financial Officer)

DATE:	August 8, 2016	/s/ JOHN P. BOOKER, III
		John P. Booker, III
		Vice President - Controller (Principal Accounting Officer)

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EXHIBIT INDEX

TO QUARTERLY REPORT ON FORM 10-Q



Exhibit No.	Description

10.23 *	Old Dominion Freight Line, Inc. 2016 Stock Incentive Plan (Incorporated by reference to Exhibit 99 contained in the Company's Registration Statement on Form S-8 (File No. 333-211464), filed on May 19, 2016)

10.23.1 *	Form of Old Dominion Freight Line, Inc. 2016 Stock Incentive Plan Restricted Stock Award Agreement (Employees)

10.23.2 *	Form of Old Dominion Freight Line, Inc. 2016 Stock Incentive Plan Restricted Stock Award Agreement (Non-Employee Directors)

31.1	Certification Pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2	Certification Pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1	Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2	Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101	The following financial information from our Quarterly Report on Form 10-Q for the quarter ended June 30, 2016, filed on August 8, 2016, formatted in XBRL (eXtensible Business Reporting Language) includes: (i) the Condensed Balance Sheets at June 30, 2016 and December 31, 2015, (ii) the Condensed Statements of Operations for the three and six months ended June 30, 2016 and 2015, (iii) the Condensed Statements of Cash Flows for the six months ended June 30, 2016 and 2015, and (iv) the Notes to the Condensed Financial Statements

* Denotes an executive compensation plan or agreement

Our SEC file number reference for documents filed with the SEC pursuant to the Securities Exchange Act of 1934, as amended, is 0-19582.



Date:	August 8, 2016
		/s/ DAVID S. CONGDON
		Vice Chairman of the Board and
		Chief Executive Officer



/s/ DAVID S. CONGDON
Name:	David S. Congdon
Date:	August 8, 2016


(a)	The “Participant” is the individual identified on Schedule A.


(b)	The “Grant Date” is the grant date specified on Schedule A.


(c)	The “Restriction Period” is the period beginning on the Grant Date and ending on such date or dates and satisfaction of such conditions as described in Schedule A, which is attached hereto and expressly made a part of this Agreement.


(d)	The number of shares of Common Stock subject to the Restricted Stock Award granted under this Agreement shall be such number of shares (the “Shares”) as specified on Schedule A.


(b)	Subject to the terms of the Plan, the Administrator has sole authority to determine whether and to what degree the Award has vested and been earned and is payable and to interpret the terms and conditions of the Award.


(b)	Notwithstanding the provisions of Section 5(a), in the event that the Participant’s employment with the Company or an Affiliate is terminated due to death or Disability, then the Award shall, to the extent not then vested or previously forfeited or cancelled, become fully vested effective as of the Participant’s Termination Date.


(a)	The Award shall be deemed vested with respect to thirty-three and one-third percent (33-1/3%) of the Shares subject to the Award on the first anniversary of the Grant Date, subject to the continued employment of the Participant with the Company or an Affiliate through such vesting date;


1.	I have reviewed this quarterly report on Form 10-Q of Old Dominion Freight Line, Inc.;


2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;


3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;


4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:


(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;


(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;


(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and


(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and


(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and


(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


(1)	I am the Vice Chairman of the Board and Chief Executive Officer of Old Dominion Freight Line, Inc. (the “Issuer”).


(2)	Accompanying this certification is the Issuer’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2016 (the “Quarterly Report”), a periodic report filed by the Issuer with the Securities and Exchange Commission pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which contains financial statements.


(3)	I hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:


◦	The Quarterly Report containing the financial statements fully complies with the requirements of Section 13(a) or 15(d) of the Exchange Act, and


◦	The information contained in the Quarterly Report fairly presents, in all material respects, the financial condition and results of operations of the Issuer for the periods presented.


(1)	I am the Senior Vice President - Finance and Chief Financial Officer of Old Dominion Freight Line, Inc. (the “Issuer”).