x
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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VIRGINIA
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56-0751714
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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Large accelerated filer
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x
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Accelerated filer
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o
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Non-accelerated filer
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o
(Do not check if a smaller reporting company)
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Smaller reporting company
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o
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Part I – FINANCIAL INFORMATION
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Part II – OTHER INFORMATION
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June 30,
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|
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||||
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2016
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December 31,
|
||||
(In thousands, except share and per share data)
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(Unaudited)
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2015
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||||
ASSETS
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|
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||||
Current assets:
|
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||||
Cash and cash equivalents
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$
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10,673
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$
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11,472
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Customer receivables, less allowances of $7,762 and $8,976, respectively
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319,019
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310,501
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Other receivables
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8,480
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34,547
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Prepaid expenses and other current assets
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33,687
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25,210
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Total current assets
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371,859
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381,730
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Property and equipment:
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Revenue equipment
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1,522,997
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1,358,317
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Land and structures
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1,289,988
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1,221,250
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Other fixed assets
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389,458
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365,673
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Leasehold improvements
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8,638
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7,585
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Total property and equipment
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3,211,081
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2,952,825
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Accumulated depreciation
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(986,198
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)
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(929,377
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)
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Net property and equipment
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2,224,883
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2,023,448
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||||
Goodwill
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19,463
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19,463
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Other assets
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43,597
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41,863
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Total assets
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$
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2,659,802
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$
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2,466,504
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June 30,
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|
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||||
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2016
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December 31,
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||||
(In thousands, except share and per share data)
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(Unaudited)
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2015
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||||
LIABILITIES AND SHAREHOLDERS’ EQUITY
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Current liabilities:
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||||
Accounts payable
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$
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79,230
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$
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66,774
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Compensation and benefits
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130,743
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124,589
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Claims and insurance accruals
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43,549
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44,917
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|
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Other accrued liabilities
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37,829
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22,634
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Current maturities of long-term debt
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—
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26,488
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Total current liabilities
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291,351
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285,402
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Long-term liabilities:
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Long-term debt
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218,332
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107,317
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Other non-current liabilities
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155,849
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154,094
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Deferred income taxes
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252,501
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235,054
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Total long-term liabilities
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626,682
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496,465
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Total liabilities
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918,033
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781,867
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Commitments and contingent liabilities
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Shareholders’ equity:
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Common stock - $0.10 par value, 140,000,000 shares authorized, 83,096,036 and 84,411,878 shares outstanding at June 30, 2016 and December 31, 2015, respectively
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8,310
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|
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8,441
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Capital in excess of par value
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134,536
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134,401
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Retained earnings
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1,598,923
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1,541,795
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Total shareholders’ equity
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1,741,769
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1,684,637
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Total liabilities and shareholders’ equity
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$
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2,659,802
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$
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2,466,504
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Three Months Ended
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Six Months Ended
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||||||||||||
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June 30,
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June 30,
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||||||||||||
(In thousands, except share and per share data)
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2016
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2015
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2016
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2015
|
||||||||
Revenue from operations
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$
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755,435
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$
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762,151
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$
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1,463,168
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$
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1,458,396
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||||||||
Operating expenses:
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||||||||
Salaries, wages and benefits
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408,424
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387,423
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809,293
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755,865
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Operating supplies and expenses
|
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80,335
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93,390
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155,707
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|
|
181,439
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General supplies and expenses
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22,778
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23,533
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43,920
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44,825
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Operating taxes and licenses
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23,466
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23,538
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46,654
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45,812
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Insurance and claims
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9,363
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10,321
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19,607
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20,363
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Communications and utilities
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7,327
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6,501
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14,332
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|
13,276
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Depreciation and amortization
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46,480
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39,771
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91,252
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78,559
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Purchased transportation
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18,176
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32,702
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36,672
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62,850
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Building and office equipment rents
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2,164
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2,474
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4,437
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4,752
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Miscellaneous expenses, net
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3,486
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|
1,599
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|
8,310
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6,191
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Total operating expenses
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621,999
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621,252
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1,230,184
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1,213,932
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||||||||
Operating income
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133,436
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|
140,899
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|
232,984
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|
244,464
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Non-operating expense (income):
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Interest expense
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1,064
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1,169
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2,247
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|
2,738
|
|
||||
Interest income
|
|
(12
|
)
|
|
(83
|
)
|
|
(28
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)
|
|
(154
|
)
|
||||
Other expense, net
|
|
260
|
|
|
441
|
|
|
776
|
|
|
678
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|
||||
Total non-operating expense
|
|
1,312
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|
|
1,527
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|
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2,995
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3,262
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||||
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Income before income taxes
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|
132,124
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|
139,372
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|
|
229,989
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|
|
241,202
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|
||||
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|
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||||||||
Provision for income taxes
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|
50,736
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|
|
53,798
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|
88,316
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|
93,104
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||||
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||||||||
Net income
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|
$
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81,388
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$
|
85,574
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$
|
141,673
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|
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$
|
148,098
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Earnings per share:
|
|
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||||||||
Basic
|
|
$
|
0.98
|
|
|
$
|
1.00
|
|
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$
|
1.69
|
|
|
$
|
1.73
|
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Diluted
|
|
$
|
0.98
|
|
|
$
|
1.00
|
|
|
$
|
1.69
|
|
|
$
|
1.73
|
|
|
|
|
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|
||||||||
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
|
|
|
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
|
|
|
Six Months Ended
|
||||||
|
June 30,
|
||||||
(In thousands)
|
2016
|
|
2015
|
||||
Acquisition of property and equipment by capital lease
|
$
|
—
|
|
|
$
|
3,552
|
|
|
|
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
|
|
|
|
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
|
|
(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
|
|
•
|
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.
|
•
|
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.
|
|
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.
|
|
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
|
%
|
|
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
|
|
|
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
|
|
(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
|
|
•
|
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.
|
a)
|
Evaluation of disclosure controls and procedures
|
b)
|
Changes in internal control over financial reporting
|
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
|
||||||
|
|
|||||||||||||
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
|
|
|
|
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
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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)
|
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
|
|
|
|
|
(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.
|
(a)
|
Subject to the terms of the Plan and this Agreement, the Award shall be deemed vested and earned upon such date or dates, and subject to such conditions, as are described in this Agreement, including but not limited to the terms of Schedule A attached hereto. Without limiting the effect of the foregoing, the Shares subject to the Award may vest in installments over a period of time, if so provided in
|
(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.
|
(a)
|
Except as may be otherwise provided in this Section 5 or Section 6, in the event that the employment of the Participant is terminated for any reason (whether by the Company or an Affiliate or the Participant, and whether voluntary or involuntary or with or without Cause) and all or part of the Award has not been earned or vested as of the Participant’s Termination Date pursuant to the terms of this Agreement, then the Award, to the extent not earned as of the Participant’s Termination Date, shall be forfeited immediately upon such termination, and the Participant shall have no further rights with respect to the Award or the Shares underlying that portion of the Award that has not yet been earned and vested. The Participant expressly acknowledges and agrees that the termination of his or her employment shall (except as may otherwise be provided in this Agreement or the Plan) result in forfeiture of the Award and the Shares to the extent the Award has not been earned and vested as of his or her Termination Date.
|
(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)
|
To the extent that the successor or surviving company in the Change of Control event does not assume or substitute for the Award (or in which the Company is the ultimate parent corporation and does not continue the Award) on substantially similar terms or with substantially equivalent economic benefits (as determined by the Administrator) as Awards outstanding under the Plan immediately prior to the Change of Control event, the Award shall become fully vested as of the date of the Change of Control.
|
(b)
|
Further, in the event that the Award is substituted, assumed or continued as provided in Section 6(a)(i) herein, the Award will nonetheless become vested if the Participant’s employment is terminated by the Company or an Affiliate (or any successor thereto) not for Cause or by the Participant for Good Reason within six months before (in which case vesting shall not occur until the effective date of the Change of Control) or one year (or such other period after a Change of Control as may be stated in a Participant’s employment, change in control, or other similar agreement, plan or policy, if applicable) after the effective date of a Change of Control (in which case vesting shall occur as of the Participant’s Termination Date). The Administrator shall have sole discretion to determine the basis for the Participant’s termination of employment, including whether such termination is for Good Reason.
|
(a)
|
The Participant acknowledges that the Company shall require the Participant to pay the Company in cash the amount of any tax or other amount required by any governmental authority to be withheld and paid over by the Company to such authority for the account of the Participant, and the Participant agrees, as a condition to the grant of the Award and delivery of the Shares or any other benefit, to satisfy such obligations. Notwithstanding the foregoing, the Administrator may in its discretion establish procedures to require or permit the Participant to satisfy such obligations in whole or in part, and any local, state, federal, foreign or other income tax obligation relating to the Award, by delivery to the Company of shares of Common Stock held by the Participant (which are fully vested and not subject to any pledge or other security interest) and/or by the Company withholding shares of Common Stock from the Shares to which the Participant is otherwise entitled. The number of Shares to be withheld or delivered shall have a Fair Market Value as of the date that the amount of tax to be withheld is
|
(b)
|
The Participant acknowledges that he or she is at all times solely responsible for paying any federal, state, foreign and/or local income or employment tax due with respect to the Award, and the Company shall not be liable for any interest or penalty that the Participant incurs by failing to make timely payments of tax or otherwise. The Company shall not have any obligation to indemnify or otherwise hold the Participant harmless from any or all such taxes. The Participant further acknowledges that the Company has made no warranties or representations to the Participant with respect to the tax consequences (including, but not limited to, income tax consequences) related to the transactions contemplated by this Agreement, and the Participant is in no manner relying on the Company or its representatives for an assessment of such tax consequences. The Participant acknowledges that there may be adverse tax consequences upon the grant or vesting of the Award and/or the acquisition or disposition of the Shares subject to the Award and that he or she has been advised that he or she should consult with his or her own attorney, accountant and/or tax advisor regarding the decision to enter into this Agreement and the consequences thereof. The Participant also acknowledges that the Company has no responsibility to take or refrain from taking any actions in order to achieve a certain tax result for the Participant.
|
(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;
|
(b)
|
The Award shall be deemed vested with respect to an additional thirty-three and one-third percent (33-1/3%) (for a total of sixty-six and two-thirds percent (66-2/3%) of the Shares subject to the Award on the second anniversary of the Grant Date, subject to the continued employment of the Participant with the Company or an Affiliate through such vesting date; and
|
(c)
|
The Award shall be deemed vested with respect to an additional third-three and one-third percent (33-1/3%) (for a total of one hundred percent (100%)) of the Shares subject to the Award on the third anniversary of the Grant Date, subject to the continued employment of the Participant with the Company or an Affiliate through such vesting date.
|
(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.
|
(a)
|
Subject to the terms of the Plan and this Agreement, the Award shall be deemed vested and earned upon such date or dates, and subject to such conditions, as are described in this Agreement, including but not limited to the terms of Schedule A attached hereto. Without limiting the effect of the foregoing, the Shares subject to the Award may vest in installments over a period of time, if so provided in
|
(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.
|
(a)
|
Except as may be otherwise provided in this Section 5 or Section 6, in the event that the service of the Participant is terminated for any reason (whether voluntary or involuntary or with or without Cause) and all or part of the Award has not been earned or vested as of the Participant’s Termination Date pursuant to the terms of this Agreement, then the Award, to the extent not earned as of the Participant’s Termination Date, shall be forfeited immediately upon such termination, and the Participant shall have no further rights with respect to the Award or the Shares underlying that portion of the Award that has not yet been earned and vested. The Participant expressly acknowledges and agrees that the termination of his or her service shall (except as may otherwise be provided in this Agreement or the Plan) result in forfeiture of the Award and the Shares to the extent the Award has not been earned and vested as of his or her Termination Date.
|
(b)
|
Notwithstanding the provisions of Section 5(a), in the event that the Participant’s service with the Company 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)
|
To the extent that the successor or surviving company in the Change of Control event does not assume or substitute for the Award (or in which the Company is the ultimate parent corporation and does not continue the Award) on substantially similar terms or with substantially equivalent economic benefits (as determined by the Administrator) as Awards outstanding under the Plan immediately prior to the Change of Control event, the Award shall become fully vested as of the date of the Change of Control.
|
(b)
|
Further, in the event that the Award is substituted, assumed or continued as provided in Section 6(a)(i) herein, the Award will nonetheless become vested if the Participant’s service is terminated by the Company not for Cause or by the Participant for Good Reason within six months before (in which case vesting shall not occur until the effective date of the Change of Control) or one year after the effective date of a Change of Control (in which case vesting shall occur as of the Participant’s Termination Date). The Administrator shall have sole discretion to determine the basis for the Participant’s termination of service, including whether such termination is for Good Reason.
|
(a)
|
The Participant acknowledges that the Company shall require the Participant to pay the Company in cash the amount of any tax or other amount required by any governmental authority to be withheld and paid over by the Company to such authority for the account of the Participant, and the Participant agrees, as a condition to the grant of the Award and delivery of the Shares or any other benefit, to satisfy such obligations. Notwithstanding the foregoing, the Administrator may in its discretion establish procedures to require or permit the Participant to satisfy any such obligations in whole or in part, and any local, state, federal, foreign or other income tax obligation relating to the Award, by delivery to the Company of shares of Common Stock held by the Participant (which are fully vested and not subject to any pledge or other security interest) and/or by the Company withholding shares of Common Stock from the Shares to which the Participant is otherwise entitled. The number of Shares to be withheld or delivered shall have a Fair Market Value as of the date that the amount of tax to be withheld is determined as nearly equal as possible to (but not exceeding) the amount of such obligations being
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(b)
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The Participant acknowledges that he or she is at all times solely responsible for paying any federal, state, foreign and/or local income or service tax due with respect to the Award, and the Company shall not be liable for any interest or penalty that the Participant incurs by failing to make timely payments of tax or otherwise. The Company shall not have any obligation to indemnify or otherwise hold the Participant harmless from any or all such taxes. The Participant further acknowledges that the Company has made no warranties or representations to the Participant with respect to the tax consequences (including, but not limited to, income tax consequences) related to the transactions contemplated by this Agreement, and the Participant is in no manner relying on the Company or its representatives for an assessment of such tax consequences. The Participant acknowledges that there may be adverse tax consequences upon the grant or vesting of the Award and/or the acquisition or disposition of the Shares subject to the Award and that he or she has been advised that he or she should consult with his or her own attorney, accountant and/or tax advisor regarding the decision to enter into this Agreement and the consequences thereof. The Participant also acknowledges that the Company has no responsibility to take or refrain from taking any actions in order to achieve a certain tax result for the Participant.
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1.
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I have reviewed this quarterly report on Form 10-Q of Old Dominion Freight Line, Inc.;
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2.
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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;
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3.
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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;
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4.
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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:
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(a)
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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;
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(b)
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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;
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(c)
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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
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(d)
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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
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5.
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The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
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(a)
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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
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(b)
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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.
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Date:
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August 8, 2016
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/s/ DAVID S. CONGDON
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Vice Chairman of the Board and
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Chief Executive Officer
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1.
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I have reviewed this quarterly report on Form 10-Q of Old Dominion Freight Line, Inc.;
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2.
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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;
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3.
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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;
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4.
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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:
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(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;
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(b)
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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;
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(c)
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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
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(d)
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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
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5.
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The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
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(a)
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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
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(b)
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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.
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Date:
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August 8, 2016
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/s/ ADAM N. SATTERFIELD
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Senior Vice President - Finance and
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Chief Financial Officer
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(1)
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I am the Vice Chairman of the Board and Chief Executive Officer of Old Dominion Freight Line, Inc. (the “Issuer”).
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(2)
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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.
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(3)
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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:
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◦
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The Quarterly Report containing the financial statements fully complies with the requirements of Section 13(a) or 15(d) of the Exchange Act, and
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◦
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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.
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/s/ DAVID S. CONGDON
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Name:
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David S. Congdon
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Date:
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August 8, 2016
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(1)
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I am the Senior Vice President - Finance and Chief Financial Officer of Old Dominion Freight Line, Inc. (the “Issuer”).
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(2)
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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.
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(3)
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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:
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◦
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The Quarterly Report containing the financial statements fully complies with the requirements of Section 13(a) or 15(d) of the Exchange Act, and
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◦
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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.
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/s/ ADAM N. SATTERFIELD
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Name:
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Adam N. Satterfield
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Date:
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August 8, 2016
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