ý
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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¨
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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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Title of each class
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Name of each exchange on which registered
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Common Stock ($0.10 par value)
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The Nasdaq Stock Market LLC
(Nasdaq Global Select Market)
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Large accelerated filer
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ý
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Accelerated filer
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¨
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Non-accelerated filer
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¨
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Smaller reporting company
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¨
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(Do not check if a smaller reporting company)
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Emerging growth company
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¨
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Item 1
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Item 1A
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Item 1B
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Item 2
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Item 3
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Item 4
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Item 5
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Item 6
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Item 7
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Item 7A
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Item 8
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Item 9
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Item 9A
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Item 9B
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Item 10
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Item 11
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Item 12
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Item 13
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Item 14
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Item 15
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Item 16
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Type of Equipment
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Number of
Units
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Average Age
(In years)
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||
Tractors
|
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8,316
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4.0
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Linehaul trailers
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23,100
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6.5
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P&D trailers
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9,790
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8.1
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•
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$2.75 million per occurrence for bodily injury and property damage (“BIPD”) claims, plus a one-time, $2.5
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Full-Time Employees
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Number of
Employees
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Drivers
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10,187
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Platform
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3,443
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Fleet technicians
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557
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Sales, administrative and other
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4,996
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Total
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19,183
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•
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we compete with other transportation service providers of varying sizes, some of which may have more equipment, a broader global network, a wider range of services, greater capital resources or other competitive advantages;
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•
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some of our competitors may reduce their prices to gain business, especially during times of reduced growth rates in the economy, which may limit our ability to maintain or increase prices or maintain revenue;
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•
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we may be unable to continue to collect fuel surcharges or our fuel surcharge program may become ineffective in mitigating the impact of the fluctuating costs of fuel and other petroleum-based products;
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•
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many customers reduce the number of carriers they use by selecting “core carriers” as approved transportation service providers and we may not be selected;
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•
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many customers periodically accept bids from multiple carriers for their shipping needs, and this process may depress prices or result in the loss of some business to competitors;
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•
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some shippers may choose to acquire their own trucking fleet or may choose to increase the volume of freight they transport if they have an existing trucking fleet;
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•
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some customers may choose to consolidate certain LTL shipments through a different mode of transportation, such as truckload, intermodal or rail;
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•
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our customers may manage their inventory levels more closely to a “just-in-time” basis, which may increase our costs and adversely affect our ability to meet our customers’ needs;
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•
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consolidation in the ground transportation industry may create other large carriers with greater financial resources and other competitive advantages relating to their size;
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•
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advances in technology require increased investments to remain competitive, and our customers may not be willing to accept higher prices to cover the cost of these investments;
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•
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competition from non-asset-based logistics and freight brokerage companies may adversely affect our customer relationships and ability to maintain sufficient pricing; and
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•
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our competitors may adopt emerging or additional technologies that improve their operating effectiveness, which could negatively affect our ability to remain competitive.
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•
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restrictive work rules could hamper our efforts to improve and sustain operating efficiency;
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•
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restrictive work rules could impair our service reputation and limit our ability to provide next-day services;
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•
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a strike or work stoppage could negatively impact our profitability and could damage customer and employee relationships;
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•
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shippers may limit their use of unionized trucking companies because of the threat of strikes and other work stoppages; and
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•
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an election and bargaining process could divert management’s time and attention from our overall objectives and impose significant expenses.
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•
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shortages of suitable real estate may limit our growth and could cause congestion in our service center network, which could result in increased operating expenses;
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•
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growth may strain our management, capital resources, information systems and customer service;
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•
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hiring new employees may increase training costs and may result in temporary inefficiencies until those employees become proficient in their jobs; and
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•
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expanding our service offerings may require us to enter into new markets and encounter new competitive challenges.
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•
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we may not achieve anticipated levels of revenue, efficiency, cash flows and profitability;
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•
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we may experience difficulties managing businesses that are outside our historical core competency and markets;
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•
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we may underestimate the resources required to support acquisitions, which could disrupt our ongoing business and distract our management;
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•
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we may incur unanticipated costs to our infrastructure to support new business lines or separate legal entities;
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•
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we may be required to temporarily match existing customer pricing in the acquiree’s markets, which may be lower than the rates that we would typically charge for our services;
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•
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liabilities we assume could be greater than our original estimates or may not be disclosed to us at the time of acquisition;
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•
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we may incur additional indebtedness or we may issue additional equity to finance future acquisitions, which could be dilutive to our shareholders;
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•
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potential loss of key employees and customers of the acquired company; and
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•
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an inability to recognize projected cost savings and economies of scale.
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•
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actual or anticipated variations in earnings, financial or operating performance or liquidity;
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•
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changes in analysts’ recommendations or projections;
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•
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failure to meet analysts’ projections;
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•
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general political, social, economic and capital market conditions;
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•
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announcements of developments related to our business;
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•
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operating and stock performance of other companies deemed to be peers;
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•
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actions by government regulators; and
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•
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news reports of trends, concerns and other issues related to us or our industry, including changes in regulations.
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•
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limit who may call a special meeting of shareholders;
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•
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require shareholder action by written consent to be unanimous;
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•
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establish advance notice requirements for nominations for election to our Board of Directors or for proposing matters that can be acted upon at shareholder meetings;
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•
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may make it difficult to merge with or otherwise absorb a Virginia corporation acquired in a tender offer for the three years after the acquisition; and
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•
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may make an unsolicited attempt to gain control of us more difficult by restricting the right of specified shareholders to vote newly acquired large blocks of stock.
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Service Center
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Doors
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Morristown, Tennessee
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347
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Indianapolis, Indiana
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318
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Dallas, Texas
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304
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Harrisburg, Pennsylvania
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300
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Memphis, Tennessee
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267
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Rialto, California
|
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265
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Atlanta, Georgia
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227
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Greensboro, North Carolina
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212
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Columbus, Ohio
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211
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Salt Lake City, Utah
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188
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2017
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||||||||||||||
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First
Quarter
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Second
Quarter
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Third
Quarter
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Fourth
Quarter
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||||||||
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|||||||||||||||
High
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$
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94.97
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$
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96.46
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$
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110.45
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$
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134.07
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Low
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$
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82.93
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$
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80.56
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$
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93.29
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$
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106.20
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Dividend
|
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$
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0.10
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$
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0.10
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$
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0.10
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|
$
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0.10
|
|
|
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2016
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||||||||||||||
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First
Quarter
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Second
Quarter
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Third
Quarter
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Fourth
Quarter
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||||||||
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|||||||||||||||
High
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$
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70.52
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|
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$
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72.45
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|
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$
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71.75
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|
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$
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91.69
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Low
|
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$
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48.92
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$
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56.74
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$
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59.55
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$
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68.21
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Dividend
|
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$
|
—
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|
|
$
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—
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|
|
$
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—
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|
|
$
|
—
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|
|
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12/31/12
|
|
12/31/13
|
|
12/31/14
|
|
12/31/15
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|
12/31/16
|
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12/31/17
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||||||||||||
Old Dominion Freight Line, Inc.
|
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$
|
100
|
|
|
$
|
155
|
|
|
$
|
226
|
|
|
$
|
172
|
|
|
$
|
250
|
|
|
$
|
385
|
|
S&P 500 Total Return Index
|
|
$
|
100
|
|
|
$
|
132
|
|
|
$
|
151
|
|
|
$
|
153
|
|
|
$
|
171
|
|
|
$
|
208
|
|
Nasdaq Industrial Transportation Index
|
|
$
|
100
|
|
|
$
|
142
|
|
|
$
|
172
|
|
|
$
|
132
|
|
|
$
|
171
|
|
|
$
|
218
|
|
|
|
Year Ended December 31,
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||||||||||||||||||
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||||||||||
(In thousands, except per share amounts)
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2017
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2016
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2015
|
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2014
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2013
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||||||||||
Operating Data:
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|
|
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||||||||||
Revenue from operations
|
|
$
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3,358,112
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|
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$
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2,991,517
|
|
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$
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2,972,442
|
|
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$
|
2,787,897
|
|
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$
|
2,337,648
|
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Depreciation and amortization expense
|
|
205,763
|
|
|
189,867
|
|
|
165,343
|
|
|
146,466
|
|
|
127,072
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|||||
Total operating expenses
|
|
2,782,226
|
|
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2,507,682
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|
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2,474,202
|
|
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2,346,590
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|
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1,999,210
|
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|||||
Operating income
|
|
575,886
|
|
|
483,835
|
|
|
498,240
|
|
|
441,307
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|
|
338,438
|
|
|||||
Interest expense, net
(1)
|
|
1,414
|
|
|
4,274
|
|
|
5,001
|
|
|
6,502
|
|
|
9,473
|
|
|||||
Provision for income taxes
|
|
112,058
|
|
|
181,822
|
|
|
185,327
|
|
|
165,000
|
|
|
122,573
|
|
|||||
Net income
(2)
|
|
463,774
|
|
|
295,765
|
|
|
304,690
|
|
|
267,514
|
|
|
206,113
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Per Share Data:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic earnings per share
|
|
$
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5.63
|
|
|
$
|
3.56
|
|
|
$
|
3.57
|
|
|
$
|
3.10
|
|
|
$
|
2.39
|
|
Diluted earnings per share
|
|
$
|
5.63
|
|
|
$
|
3.56
|
|
|
$
|
3.57
|
|
|
$
|
3.10
|
|
|
$
|
2.39
|
|
Cash dividends per share
|
|
$
|
0.40
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Balance Sheet Data:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
|
$
|
127,462
|
|
|
$
|
10,171
|
|
|
$
|
11,472
|
|
|
$
|
34,787
|
|
|
$
|
30,174
|
|
Current assets
|
|
584,653
|
|
|
382,622
|
|
|
381,730
|
|
|
403,772
|
|
|
309,730
|
|
|||||
Total assets
|
|
3,068,424
|
|
|
2,696,247
|
|
|
2,466,504
|
|
|
2,206,866
|
|
|
1,908,840
|
|
|||||
Current liabilities
|
|
351,049
|
|
|
288,636
|
|
|
285,402
|
|
|
255,638
|
|
|
232,122
|
|
|||||
Long-term debt (
including current maturities
)
|
|
95,000
|
|
|
104,975
|
|
|
133,805
|
|
|
155,714
|
|
|
191,429
|
|
|||||
Shareholders’ equity
|
|
2,276,854
|
|
|
1,851,158
|
|
|
1,684,637
|
|
|
1,494,064
|
|
|
1,232,082
|
|
|||||
|
|
|
|
|
|
|
|
|
|
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(1)
|
For the purpose of this table, interest expense is presented net of interest income.
|
(2)
|
Our 2017 net income includes a provisional tax benefit of $104.9 million due to the remeasurement of our deferred taxes to reflect the impact of the Tax Act.
|
•
|
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 this metric 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.
|
|
|
2017
|
|
2016
|
|
2015
|
|||
Revenue from operations
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
Operating expenses:
|
|
|
|
|
|
|
|||
Salaries, wages and benefits
|
|
53.7
|
|
|
55.2
|
|
|
52.8
|
|
Operating supplies and expenses
|
|
11.4
|
|
|
10.8
|
|
|
11.9
|
|
General supplies and expenses
|
|
3.2
|
|
|
2.9
|
|
|
3.0
|
|
Operating taxes and licenses
|
|
3.0
|
|
|
3.1
|
|
|
3.1
|
|
Insurance and claims
|
|
1.2
|
|
|
1.3
|
|
|
1.3
|
|
Communication and utilities
|
|
0.8
|
|
|
0.9
|
|
|
0.9
|
|
Depreciation and amortization
|
|
6.2
|
|
|
6.3
|
|
|
5.6
|
|
Purchased transportation
|
|
2.5
|
|
|
2.5
|
|
|
3.9
|
|
Building and office equipment rents
|
|
0.2
|
|
|
0.3
|
|
|
0.3
|
|
Miscellaneous expenses, net
|
|
0.7
|
|
|
0.5
|
|
|
0.4
|
|
Total operating expenses
|
|
82.9
|
|
|
83.8
|
|
|
83.2
|
|
Operating income
|
|
17.1
|
|
|
16.2
|
|
|
16.8
|
|
Interest expense, net
(1)
|
|
0.1
|
|
|
0.1
|
|
|
0.2
|
|
Other (income) expense, net
|
|
(0.1
|
)
|
|
0.1
|
|
|
0.1
|
|
Income before income taxes
|
|
17.1
|
|
|
16.0
|
|
|
16.5
|
|
Provision for income taxes
|
|
3.3
|
|
|
6.1
|
|
|
6.2
|
|
Net income
|
|
13.8
|
%
|
|
9.9
|
%
|
|
10.3
|
%
|
(1)
|
For the purpose of this table, interest expense is presented net of interest income.
|
|
|
2017
|
|
2016
|
|
Change
|
|
% Change
|
|||||||
Work days
|
|
253
|
|
|
254
|
|
|
(1
|
)
|
|
(0.4
|
)
|
|||
Revenue
(in thousands)
|
|
$
|
3,358,112
|
|
|
$
|
2,991,517
|
|
|
$
|
366,595
|
|
|
12.3
|
|
Operating ratio
|
|
82.9
|
%
|
|
83.8
|
%
|
|
|
|
|
|
|
|||
Net income
(in thousands)
|
|
$
|
463,774
|
|
|
$
|
295,765
|
|
|
$
|
168,009
|
|
|
56.8
|
|
Diluted earnings per share
|
|
$
|
5.63
|
|
|
$
|
3.56
|
|
|
$
|
2.07
|
|
|
58.1
|
|
LTL tons
(in thousands)
|
|
8,519
|
|
|
7,931
|
|
|
588
|
|
|
7.4
|
|
|||
LTL shipments
(in thousands)
|
|
10,736
|
|
|
10,148
|
|
|
588
|
|
|
5.8
|
|
|||
LTL weight per shipment
(lbs.)
|
|
1,587
|
|
|
1,563
|
|
|
24
|
|
|
1.5
|
|
|||
LTL revenue per hundredweight
|
|
$
|
19.39
|
|
|
$
|
18.51
|
|
|
$
|
0.88
|
|
|
4.8
|
|
LTL revenue per shipment
|
|
$
|
307.66
|
|
|
$
|
289.36
|
|
|
$
|
18.30
|
|
|
6.3
|
|
LTL revenue per intercity mile
|
|
$
|
5.46
|
|
|
$
|
5.09
|
|
|
$
|
0.37
|
|
|
7.3
|
|
LTL intercity miles
(in thousands)
|
|
605,204
|
|
|
576,953
|
|
|
28,251
|
|
|
4.9
|
|
|||
Average length of haul
(miles)
|
|
917
|
|
|
928
|
|
|
(11
|
)
|
|
(1.2
|
)
|
|
|
2016
|
|
2015
|
|
Change
|
|
% Change
|
|||||||
Work days
|
|
254
|
|
|
254
|
|
|
—
|
|
|
—
|
|
|||
Revenue
(in thousands)
|
|
$
|
2,991,517
|
|
|
$
|
2,972,442
|
|
|
$
|
19,075
|
|
|
0.6
|
|
Operating ratio
|
|
83.8
|
%
|
|
83.2
|
%
|
|
|
|
|
|
|
|||
Net income
(in thousands)
|
|
$
|
295,765
|
|
|
$
|
304,690
|
|
|
$
|
(8,925
|
)
|
|
(2.9
|
)
|
Diluted earnings per share
|
|
$
|
3.56
|
|
|
$
|
3.57
|
|
|
$
|
(0.01
|
)
|
|
(0.3
|
)
|
LTL tons
(in thousands)
|
|
7,931
|
|
|
7,938
|
|
|
(7
|
)
|
|
(0.1
|
)
|
|||
LTL shipments
(in thousands)
|
|
10,148
|
|
|
10,129
|
|
|
19
|
|
|
0.2
|
|
|||
LTL weight per shipment
(lbs.)
|
|
1,563
|
|
|
1,567
|
|
|
(4
|
)
|
|
(0.3
|
)
|
|||
LTL revenue per hundredweight
|
|
$
|
18.51
|
|
|
$
|
18.23
|
|
|
$
|
0.28
|
|
|
1.5
|
|
LTL revenue per shipment
|
|
$
|
289.36
|
|
|
$
|
285.67
|
|
|
$
|
3.69
|
|
|
1.3
|
|
LTL revenue per intercity mile
|
|
$
|
5.09
|
|
|
$
|
5.11
|
|
|
$
|
(0.02
|
)
|
|
(0.4
|
)
|
LTL intercity miles
(in thousands)
|
|
576,953
|
|
|
566,210
|
|
|
10,743
|
|
|
1.9
|
|
|||
Average length of haul
(miles)
|
|
928
|
|
|
928
|
|
|
—
|
|
|
—
|
|
(In thousands)
|
|
2017
|
|
2016
|
|
2015
|
||||||
Cash and cash equivalents at beginning of year
|
|
$
|
10,171
|
|
|
$
|
11,472
|
|
|
$
|
34,787
|
|
Cash flows provided by (used in):
|
|
|
|
|
|
|
||||||
Operating activities
|
|
536,294
|
|
|
565,583
|
|
|
553,880
|
|
|||
Investing activities
|
|
(367,746
|
)
|
|
(407,400
|
)
|
|
(437,617
|
)
|
|||
Financing activities
|
|
(51,257
|
)
|
|
(159,484
|
)
|
|
(139,578
|
)
|
|||
Increase (decrease) in cash and cash equivalents
|
|
117,291
|
|
|
(1,301
|
)
|
|
(23,315
|
)
|
|||
Cash and cash equivalents at end of year
|
|
$
|
127,462
|
|
|
$
|
10,171
|
|
|
$
|
11,472
|
|
|
|
Year Ended December 31,
|
||||||||||
(In thousands)
|
|
2017
|
|
2016
|
|
2015
|
||||||
Land and structures
|
|
$
|
179,150
|
|
|
$
|
161,646
|
|
|
$
|
153,460
|
|
Tractors
|
|
123,152
|
|
|
114,166
|
|
|
128,911
|
|
|||
Trailers
|
|
37,424
|
|
|
94,040
|
|
|
114,209
|
|
|||
Technology
|
|
19,329
|
|
|
18,428
|
|
|
32,044
|
|
|||
Other equipment and assets
|
|
23,070
|
|
|
29,661
|
|
|
36,987
|
|
|||
Less: Proceeds from sales
|
|
(12,240
|
)
|
|
(10,541
|
)
|
|
(24,442
|
)
|
|||
Total
|
|
$
|
369,885
|
|
|
$
|
407,400
|
|
|
$
|
441,169
|
|
|
|
December 31,
|
||||||
(In thousands)
|
|
2017
|
|
2016
|
||||
Facility limit
|
|
$
|
300,000
|
|
|
$
|
300,000
|
|
Line of credit borrowings
|
|
—
|
|
|
(9,975
|
)
|
||
Outstanding letters of credit
|
|
(71,368
|
)
|
|
(74,611
|
)
|
||
Available borrowing capacity
|
|
$
|
228,632
|
|
|
$
|
215,414
|
|
|
|
Payments due by period
|
||||||||||||||||||
Contractual Obligations
(1)
|
|
|
|
Less than
|
|
|
|
|
|
More than
|
||||||||||
(In thousands)
|
|
Total
|
|
1 year
|
|
1-3 years
|
|
3-5 years
|
|
5 years
|
||||||||||
Senior Notes
|
|
$
|
101,501
|
|
|
$
|
52,172
|
|
|
$
|
4,311
|
|
|
$
|
45,018
|
|
|
$
|
—
|
|
Operating lease obligations
|
|
65,766
|
|
|
12,609
|
|
|
18,169
|
|
|
9,626
|
|
|
25,362
|
|
|||||
Purchase obligations
|
|
75,064
|
|
|
70,369
|
|
|
3,725
|
|
|
970
|
|
|
—
|
|
|||||
Total
|
|
$
|
242,331
|
|
|
$
|
135,150
|
|
|
$
|
26,205
|
|
|
$
|
55,614
|
|
|
$
|
25,362
|
|
(1)
|
Contractual obligations include principal and interest on our senior notes; borrowings under our Credit Agreement; operating leases consisting primarily of real estate leases; and purchase obligations relating to non-cancellable purchase orders for equipment scheduled for delivery in 2018 and information technology agreements. Please refer to the information regarding interest rates and the balance on our revolving credit facility in this section above and also in Note 2 of the Notes to the Financial Statements included in Item 8 of this report.
|
|
|
December 31,
|
||||||
(In thousands, except share and per share data)
|
|
2017
|
|
2016
|
||||
ASSETS
|
|
|
|
|
||||
Current assets:
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
127,462
|
|
|
$
|
10,171
|
|
Customer receivables, less allowances of $9,465 and $8,346, respectively
|
|
394,169
|
|
|
320,087
|
|
||
Other receivables
|
|
21,612
|
|
|
14,402
|
|
||
Prepaid expenses and other current assets
|
|
41,410
|
|
|
37,962
|
|
||
Total current assets
|
|
584,653
|
|
|
382,622
|
|
||
Property and equipment:
|
|
|
|
|
||||
Revenue equipment
|
|
1,591,036
|
|
|
1,496,697
|
|
||
Land and structures
|
|
1,548,079
|
|
|
1,377,106
|
|
||
Other fixed assets
|
|
432,146
|
|
|
402,482
|
|
||
Leasehold improvements
|
|
8,668
|
|
|
8,699
|
|
||
Total property and equipment
|
|
3,579,929
|
|
|
3,284,984
|
|
||
Less: Accumulated depreciation
|
|
(1,175,470
|
)
|
|
(1,043,582
|
)
|
||
Net property and equipment
|
|
2,404,459
|
|
|
2,241,402
|
|
||
Goodwill
|
|
19,463
|
|
|
19,463
|
|
||
Other assets
|
|
59,849
|
|
|
52,760
|
|
||
Total assets
|
|
$
|
3,068,424
|
|
|
$
|
2,696,247
|
|
|
|
|
|
|
||||
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
|
|
|
|
||||
Current liabilities:
|
|
|
|
|
||||
Accounts payable
|
|
$
|
73,729
|
|
|
$
|
89,216
|
|
Compensation and benefits
|
|
152,566
|
|
|
129,170
|
|
||
Claims and insurance accruals
|
|
49,949
|
|
|
47,417
|
|
||
Other accrued liabilities
|
|
24,805
|
|
|
22,833
|
|
||
Current maturities of long-term debt
|
|
50,000
|
|
|
—
|
|
||
Total current liabilities
|
|
351,049
|
|
|
288,636
|
|
||
Long-term debt
|
|
45,000
|
|
|
104,975
|
|
||
Other non-current liabilities
|
|
205,561
|
|
|
178,879
|
|
||
Deferred income taxes
|
|
189,960
|
|
|
272,599
|
|
||
Total long-term liabilities
|
|
440,521
|
|
|
556,453
|
|
||
Total liabilities
|
|
791,570
|
|
|
845,089
|
|
||
Commitments and contingent liabilities
|
|
|
|
|
||||
Shareholders’ equity
|
|
|
|
|
||||
Common stock - $0.10 par value, 140,000,000 shares authorized, 82,375,945 and 82,416,657 shares outstanding at December 31, 2017 and 2016, respectively
|
|
8,238
|
|
|
8,242
|
|
||
Capital in excess of par value
|
|
138,359
|
|
|
135,466
|
|
||
Retained earnings
|
|
2,130,257
|
|
|
1,707,450
|
|
||
Total shareholders’ equity
|
|
2,276,854
|
|
|
1,851,158
|
|
||
Total liabilities and shareholders’ equity
|
|
$
|
3,068,424
|
|
|
$
|
2,696,247
|
|
|
|
Year Ended December 31,
|
||||||||||
(In thousands, except share and per share data)
|
|
2017
|
|
2016
|
|
2015
|
||||||
Revenue from operations
|
|
$
|
3,358,112
|
|
|
$
|
2,991,517
|
|
|
$
|
2,972,442
|
|
|
|
|
|
|
|
|
||||||
Operating expenses:
|
|
|
|
|
|
|
||||||
Salaries, wages and benefits
|
|
1,802,440
|
|
|
1,652,055
|
|
|
1,569,791
|
|
|||
Operating supplies and expenses
|
|
381,798
|
|
|
322,997
|
|
|
353,889
|
|
|||
General supplies and expenses
|
|
107,733
|
|
|
86,626
|
|
|
89,308
|
|
|||
Operating taxes and licenses
|
|
99,778
|
|
|
92,426
|
|
|
93,292
|
|
|||
Insurance and claims
|
|
41,718
|
|
|
37,861
|
|
|
37,368
|
|
|||
Communications and utilities
|
|
27,754
|
|
|
27,904
|
|
|
26,913
|
|
|||
Depreciation and amortization
|
|
205,763
|
|
|
189,867
|
|
|
165,343
|
|
|||
Purchased transportation
|
|
84,747
|
|
|
74,051
|
|
|
116,300
|
|
|||
Building and office equipment rents
|
|
7,984
|
|
|
7,920
|
|
|
9,620
|
|
|||
Miscellaneous expenses, net
|
|
22,511
|
|
|
15,975
|
|
|
12,378
|
|
|||
Total operating expenses
|
|
2,782,226
|
|
|
2,507,682
|
|
|
2,474,202
|
|
|||
|
|
|
|
|
|
|
||||||
Operating income
|
|
575,886
|
|
|
483,835
|
|
|
498,240
|
|
|||
|
|
|
|
|
|
|
||||||
Non-operating expense (income):
|
|
|
|
|
|
|
||||||
Interest expense
|
|
2,154
|
|
|
4,332
|
|
|
5,210
|
|
|||
Interest income
|
|
(740
|
)
|
|
(58
|
)
|
|
(209
|
)
|
|||
Other (income) expense, net
|
|
(1,360
|
)
|
|
1,974
|
|
|
3,222
|
|
|||
Total non-operating expense
|
|
54
|
|
|
6,248
|
|
|
8,223
|
|
|||
|
|
|
|
|
|
|
||||||
Income before income taxes
|
|
575,832
|
|
|
477,587
|
|
|
490,017
|
|
|||
Provision for income taxes
|
|
112,058
|
|
|
181,822
|
|
|
185,327
|
|
|||
Net income
|
|
$
|
463,774
|
|
|
$
|
295,765
|
|
|
$
|
304,690
|
|
|
|
|
|
|
|
|
||||||
Earnings per share:
|
|
|
|
|
|
|
||||||
Basic
|
|
$
|
5.63
|
|
|
$
|
3.56
|
|
|
$
|
3.57
|
|
Diluted
|
|
$
|
5.63
|
|
|
$
|
3.56
|
|
|
$
|
3.57
|
|
|
|
|
|
|
|
|
||||||
Weighted average shares outstanding:
|
|
|
|
|
|
|
||||||
Basic
|
|
82,308,417
|
|
|
83,112,012
|
|
|
85,378,480
|
|
|||
Diluted
|
|
82,407,068
|
|
|
83,153,659
|
|
|
85,378,480
|
|
|||
|
|
|
|
|
|
|
||||||
Dividends declared per share
|
|
$
|
0.40
|
|
|
—
|
|
|
—
|
|
|
|
|
|
Capital in
|
|
|
|
|
||||||||||||
|
|
Common Stock
|
|
Excess of
|
|
Retained
|
|
|
||||||||||||
(In thousands)
|
|
Shares
|
|
Amount
|
|
Par Value
|
|
Earnings
|
|
Total
|
||||||||||
Balance as of December 31, 2014
|
|
86,094
|
|
|
$
|
8,609
|
|
|
$
|
134,401
|
|
|
$
|
1,351,054
|
|
|
$
|
1,494,064
|
|
|
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
304,690
|
|
|
304,690
|
|
|||||
Share repurchases
|
|
(1,682
|
)
|
|
(168
|
)
|
|
—
|
|
|
(113,949
|
)
|
|
(114,117
|
)
|
|||||
Balance as of December 31, 2015
|
|
84,412
|
|
|
$
|
8,441
|
|
|
$
|
134,401
|
|
|
$
|
1,541,795
|
|
|
$
|
1,684,637
|
|
|
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
295,765
|
|
|
295,765
|
|
|||||
Share repurchases
|
|
(2,063
|
)
|
|
(206
|
)
|
|
—
|
|
|
(130,110
|
)
|
|
(130,316
|
)
|
|||||
Share-based compensation and restricted share issuances, net of taxes
|
|
68
|
|
|
7
|
|
|
1,065
|
|
|
—
|
|
|
1,072
|
|
|||||
Balance as of December 31, 2016
|
|
82,417
|
|
|
$
|
8,242
|
|
|
$
|
135,466
|
|
|
$
|
1,707,450
|
|
|
$
|
1,851,158
|
|
|
Net Income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
463,774
|
|
|
463,774
|
|
|||||
Share repurchases
|
|
(92
|
)
|
|
(9
|
)
|
|
—
|
|
|
(8,004
|
)
|
|
(8,013
|
)
|
|||||
Cash dividends declared
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(32,963
|
)
|
|
(32,963
|
)
|
|||||
Share-based compensation and restricted share issuances, net of taxes
|
|
51
|
|
|
5
|
|
|
2,893
|
|
|
—
|
|
|
2,898
|
|
|||||
Balance as of December 31, 2017
|
|
$
|
82,376
|
|
|
$
|
8,238
|
|
|
$
|
138,359
|
|
|
$
|
2,130,257
|
|
|
$
|
2,276,854
|
|
|
|
Year Ended December 31,
|
||||||||||
(In thousands)
|
|
2017
|
|
2016
|
|
2015
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
|
||||||
Net income
|
|
$
|
463,774
|
|
|
$
|
295,765
|
|
|
$
|
304,690
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
|
||||||
Depreciation and amortization
|
|
205,763
|
|
|
189,867
|
|
|
165,343
|
|
|||
Loss (gain) on sale of property and equipment
|
|
1,274
|
|
|
168
|
|
|
(3,592
|
)
|
|||
Deferred income taxes
|
|
(82,639
|
)
|
|
34,808
|
|
|
43,642
|
|
|||
Share-based compensation
|
|
3,242
|
|
|
1,410
|
|
|
—
|
|
|||
Changes in assets and liabilities:
|
|
|
|
|
|
|
||||||
Customer and other receivables, net
|
|
(76,353
|
)
|
|
(11,176
|
)
|
|
(8,672
|
)
|
|||
Prepaid expenses and other assets
|
|
(12,885
|
)
|
|
(21,227
|
)
|
|
(6,097
|
)
|
|||
Accounts payable
|
|
(15,487
|
)
|
|
22,442
|
|
|
21,460
|
|
|||
Compensation, benefits and other accrued liabilities
|
|
25,330
|
|
|
4,965
|
|
|
14,699
|
|
|||
Claims and insurance accruals
|
|
1,843
|
|
|
6,548
|
|
|
11,549
|
|
|||
Income taxes, net
|
|
(4,939
|
)
|
|
21,184
|
|
|
11,511
|
|
|||
Other liabilities
|
|
27,371
|
|
|
20,829
|
|
|
(653
|
)
|
|||
Net cash provided by operating activities
|
|
536,294
|
|
|
565,583
|
|
|
553,880
|
|
|||
|
|
|
|
|
|
|
||||||
Cash flows from investing activities:
|
|
|
|
|
|
|
||||||
Purchase of property and equipment
|
|
(382,125
|
)
|
|
(417,941
|
)
|
|
(462,059
|
)
|
|||
Proceeds from sale of property and equipment
|
|
12,240
|
|
|
10,541
|
|
|
24,442
|
|
|||
Other investing activities, net
|
|
2,139
|
|
|
—
|
|
|
—
|
|
|||
Net cash used in investing activities
|
|
(367,746
|
)
|
|
(407,400
|
)
|
|
(437,617
|
)
|
|||
|
|
|
|
|
|
|
||||||
Cash flows from financing activities:
|
|
|
|
|
|
|
||||||
Principal payments under long-term debt agreements
|
|
—
|
|
|
(26,488
|
)
|
|
(37,778
|
)
|
|||
Net (payments) proceeds on revolving line of credit
|
|
(9,975
|
)
|
|
(2,342
|
)
|
|
12,317
|
|
|||
Dividends paid
|
|
(32,925
|
)
|
|
—
|
|
|
—
|
|
|||
Payments for share repurchases
|
|
(8,013
|
)
|
|
(130,316
|
)
|
|
(114,117
|
)
|
|||
Other financing activities, net
|
|
(344
|
)
|
|
(338
|
)
|
|
—
|
|
|||
Net cash used in financing activities
|
|
(51,257
|
)
|
|
(159,484
|
)
|
|
(139,578
|
)
|
|||
|
|
|
|
|
|
|
||||||
Increase (decrease) in cash and cash equivalents
|
|
117,291
|
|
|
(1,301
|
)
|
|
(23,315
|
)
|
|||
Cash and cash equivalents at beginning of year
|
|
10,171
|
|
|
11,472
|
|
|
34,787
|
|
|||
Cash and cash equivalents at end of year
|
|
$
|
127,462
|
|
|
$
|
10,171
|
|
|
$
|
11,472
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
||||||
Income taxes paid
|
|
$
|
199,404
|
|
|
$
|
123,395
|
|
|
$
|
130,058
|
|
Interest paid
|
|
$
|
5,442
|
|
|
$
|
6,417
|
|
|
$
|
8,414
|
|
Capitalized interest
|
|
$
|
3,309
|
|
|
$
|
2,262
|
|
|
$
|
2,526
|
|
|
|
Year Ended December 31,
|
||||||||||
(In thousands)
|
|
2017
|
|
2016
|
|
2015
|
||||||
LTL services
|
|
$
|
3,303,611
|
|
|
$
|
2,939,572
|
|
|
$
|
2,893,683
|
|
Other services
|
|
54,501
|
|
|
51,945
|
|
|
78,759
|
|
|||
Total revenue
|
|
$
|
3,358,112
|
|
|
$
|
2,991,517
|
|
|
$
|
2,972,442
|
|
Structures
|
|
7 to 30 years
|
Revenue equipment
|
|
4 to 15 years
|
Other equipment
|
|
2 to 20 years
|
Leasehold improvements
|
|
Lesser of economic life or life of lease
|
|
|
Year Ended December 31,
|
||||||||||
(In thousands)
|
|
2017
|
|
2016
|
|
2015
|
||||||
Acquisition of property and equipment by capital lease
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3,552
|
|
|
|
December 31,
|
||||||
(In thousands)
|
|
2017
|
|
2016
|
||||
Senior notes
|
|
$
|
95,000
|
|
|
$
|
95,000
|
|
Revolving credit facility
|
|
—
|
|
|
9,975
|
|
||
Total long-term debt
|
|
95,000
|
|
|
104,975
|
|
||
Less: Current maturities
|
|
(50,000
|
)
|
|
—
|
|
||
Total maturities due after one year
|
|
$
|
45,000
|
|
|
$
|
104,975
|
|
(In thousands)
|
Total
|
||
2018
|
$
|
50,000
|
|
2019
|
—
|
|
|
2020
|
—
|
|
|
2021
|
45,000
|
|
|
Thereafter
|
—
|
|
|
|
$
|
95,000
|
|
(In thousands)
|
|
Total
|
||
2018
|
|
$
|
12,609
|
|
2019
|
|
10,262
|
|
|
2020
|
|
7,907
|
|
|
2021
|
|
5,610
|
|
|
2022
|
|
4,016
|
|
|
Thereafter
|
|
25,362
|
|
|
|
|
$
|
65,766
|
|
|
|
Year Ended December 31,
|
||||||||||
(In thousands)
|
|
2017
|
|
2016
|
|
2015
|
||||||
Current:
|
|
|
|
|
|
|
||||||
Federal
|
|
$
|
169,053
|
|
|
$
|
126,903
|
|
|
$
|
120,437
|
|
State
|
|
25,644
|
|
|
20,111
|
|
|
21,248
|
|
|||
|
|
194,697
|
|
|
147,014
|
|
|
141,685
|
|
|||
Deferred:
|
|
|
|
|
|
|
||||||
Federal
|
|
(81,551
|
)
|
|
29,354
|
|
|
38,549
|
|
|||
State
|
|
(1,088
|
)
|
|
5,454
|
|
|
5,093
|
|
|||
|
|
(82,639
|
)
|
|
34,808
|
|
|
43,642
|
|
|||
Total provision for income taxes
|
|
$
|
112,058
|
|
|
$
|
181,822
|
|
|
$
|
185,327
|
|
|
|
Year Ended December 31,
|
||||||||||
(In thousands)
|
|
2017
|
|
2016
|
|
2015
|
||||||
Tax provision at statutory rate
|
|
$
|
201,541
|
|
|
$
|
167,156
|
|
|
$
|
171,506
|
|
State income taxes, net of federal benefit
|
|
20,277
|
|
|
16,711
|
|
|
17,097
|
|
|||
Revaluation of deferred taxes in connection with the Tax Act
|
|
(104,864
|
)
|
|
—
|
|
|
—
|
|
|||
Other, net
|
|
(4,896
|
)
|
|
(2,045
|
)
|
|
(3,276
|
)
|
|||
Total provision for income taxes
|
|
$
|
112,058
|
|
|
$
|
181,822
|
|
|
$
|
185,327
|
|
|
|
December 31,
|
||||||
(In thousands)
|
|
2017
|
|
2016
|
||||
Deferred tax assets:
|
|
|
|
|
||||
Claims and insurance reserves
|
|
$
|
29,008
|
|
|
$
|
43,409
|
|
Accrued vacation
|
|
17,832
|
|
|
24,227
|
|
||
Deferred compensation
|
|
29,220
|
|
|
40,742
|
|
||
Other
|
|
15,157
|
|
|
11,593
|
|
||
Total deferred tax assets
|
|
91,217
|
|
|
119,971
|
|
||
|
|
|
|
|
||||
Deferred tax liabilities:
|
|
|
|
|
||||
Depreciation and amortization
|
|
(266,730
|
)
|
|
(376,034
|
)
|
||
Unrecognized revenue
|
|
(10,007
|
)
|
|
(11,465
|
)
|
||
Other
|
|
(1,703
|
)
|
|
(2,334
|
)
|
||
Total deferred tax liabilities
|
|
(278,440
|
)
|
|
(389,833
|
)
|
||
Net deferred tax liability
|
|
$
|
(187,223
|
)
|
|
$
|
(269,862
|
)
|
|
|
Year Ended December 31,
|
|||||||
(In thousands)
|
|
2017
|
|
2016
|
|
2015
|
|||
Weighted average shares outstanding - basic
|
|
82,308,417
|
|
|
83,112,012
|
|
|
85,378,480
|
|
Dilutive effect of share-based awards
|
|
98,651
|
|
|
41,647
|
|
|
—
|
|
Weighted average shares outstanding - diluted
|
|
82,407,068
|
|
|
83,153,659
|
|
|
85,378,480
|
|
|
|
Shares
|
|
Weighted Average Grant Date Fair Value Per Share
|
|||
|
|
|
|||||
|
|
|
|||||
Unvested At January 1, 2017
|
|
72,695
|
|
|
$
|
63.94
|
|
Granted
|
|
59,314
|
|
|
$
|
90.16
|
|
Vested
|
|
(30,653
|
)
|
|
63.94
|
|
|
Forfeited
|
|
(4,258
|
)
|
|
72.66
|
|
|
Unvested at December 31, 2017
|
|
97,098
|
|
|
$
|
79.58
|
|
|
|
Year Ended December 31,
|
||||||||||
(In thousands)
|
|
2017
|
|
2016
|
|
2015
|
||||||
Cash payments for settled shares
|
|
$
|
3,066
|
|
|
$
|
2,442
|
|
|
$
|
1,682
|
|
Compensation expense (benefit)
|
|
16,910
|
|
|
12,694
|
|
|
(1,612
|
)
|
|
|
Year Ended December 31,
|
||||||||||
(In thousands)
|
|
2017
|
|
2016
|
|
2015
|
||||||
Cash payments for settled shares
|
|
$
|
474
|
|
|
$
|
278
|
|
|
$
|
—
|
|
Compensation expense (benefit)
|
|
2,588
|
|
|
2,098
|
|
|
(916
|
)
|
|
|
Employee Phantom Plans
|
|
Director
Phantom
Stock Plan
|
|
Total
|
|||
Balance of shares outstanding at December 31, 2016
|
|
517,693
|
|
|
68,162
|
|
|
585,855
|
|
Granted
|
|
—
|
|
|
—
|
|
|
—
|
|
Settled
|
|
(21,506
|
)
|
|
—
|
|
|
(21,506
|
)
|
Forfeited
|
|
(4,722
|
)
|
|
—
|
|
|
(4,722
|
)
|
Balance of shares outstanding at December 31, 2017
|
|
491,465
|
|
|
68,162
|
|
|
559,627
|
|
|
|
December 31,
|
||||||
(In thousands)
|
|
2017
|
|
2016
|
||||
Employee Phantom Plans
|
|
$
|
48,148
|
|
|
$
|
33,116
|
|
Director Phantom Stock Plan
|
|
8,436
|
|
|
5,848
|
|
||
Total
|
|
$
|
56,584
|
|
|
$
|
38,964
|
|
|
|
Quarter
|
||||||||||||||||||
(In thousands, except per share data)
|
|
First
|
|
Second
|
|
Third
|
|
Fourth
|
|
Total
|
||||||||||
2017
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenue
|
|
$
|
754,096
|
|
|
$
|
839,912
|
|
|
$
|
872,987
|
|
|
$
|
891,117
|
|
|
$
|
3,358,112
|
|
Operating income
|
|
108,122
|
|
|
160,432
|
|
|
163,875
|
|
|
143,457
|
|
|
575,886
|
|
|||||
Net income
(1)
|
|
65,792
|
|
|
98,418
|
|
|
102,314
|
|
|
197,250
|
|
|
463,774
|
|
|||||
Earnings per share:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
|
0.80
|
|
|
1.20
|
|
|
1.24
|
|
|
2.40
|
|
|
5.63
|
|
|||||
Diluted
|
|
0.80
|
|
|
1.19
|
|
|
1.24
|
|
|
2.39
|
|
|
5.63
|
|
|||||
Cash dividends declared
|
|
0.10
|
|
|
0.10
|
|
|
0.10
|
|
|
0.10
|
|
|
0.40
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
2016
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenue
|
|
$
|
707,733
|
|
|
$
|
755,435
|
|
|
$
|
782,611
|
|
|
$
|
745,738
|
|
|
$
|
2,991,517
|
|
Operating income
|
|
99,548
|
|
|
133,436
|
|
|
137,404
|
|
|
113,447
|
|
|
483,835
|
|
|||||
Net income
|
|
60,285
|
|
|
81,388
|
|
|
85,581
|
|
|
68,511
|
|
|
295,765
|
|
|||||
Earnings per share:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
|
0.72
|
|
|
0.98
|
|
|
1.03
|
|
|
0.83
|
|
|
3.56
|
|
|||||
Diluted
|
|
0.72
|
|
|
0.98
|
|
|
1.03
|
|
|
0.83
|
|
|
3.56
|
|
|||||
Cash dividends declared
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
(1)
|
During the fourth quarter of 2017, we recorded a provisional tax benefit of $104.9 million due to the remeasurement of our deferred taxes to reflect the impact of the Tax Act.
|
|
|
|
/s/ Ernst & Young LLP
|
|
a)
|
Evaluation of disclosure controls and procedures
|
b)
|
Management’s annual report on internal control over financial reporting
|
c)
|
Changes in internal control over financial reporting
|
|
|
|
/s/ Ernst & Young LLP
|
|
(a)(1)
|
Financial Statements.
|
(a)(2)
|
Financial Statement Schedules.
|
(In thousands)
|
|
Allowance for Uncollectible Accounts
(1)
|
||||||||||||||
Year Ended December 31,
|
|
Balance at
Beginning
of Period
|
|
Charged to
Expense
|
|
Deductions
(2)
|
|
Balance at
End of
Period
|
||||||||
2015
|
|
$
|
5,564
|
|
|
$
|
1,511
|
|
|
$
|
2,622
|
|
|
$
|
4,453
|
|
2016
|
|
$
|
4,453
|
|
|
$
|
1,427
|
|
|
$
|
2,797
|
|
|
$
|
3,083
|
|
2017
|
|
$
|
3,083
|
|
|
$
|
2,555
|
|
|
$
|
2,150
|
|
|
$
|
3,488
|
|
(1)
|
This table does not include any allowances for revenue adjustments that result from billing corrections, customer allowances, money-back service guarantees and other miscellaneous revenue adjustments that are recorded in our revenue from operations.
|
(2)
|
Uncollectible accounts written off, net of recoveries.
|
(a)(3)
|
Exhibits Filed.
|
(b)
|
Exhibits.
|
(c)
|
Separate Financial Statements and Schedules.
|
Exhibit
No.
|
|
Description
|
|
|
|
3.1.1
|
|
|
|
|
|
3.1.2
|
|
|
|
|
|
3.2
|
|
|
|
|
|
4.1
|
|
|
|
|
|
4.9
|
|
|
|
|
|
4.13
|
|
|
|
|
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4.13.1
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10.17.8*
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10.17.15*
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10.17.16*
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10.17.17*
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10.17.18*
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10.17.19*
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Exhibit
No.
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Description
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10.17.20*
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10.17.21*
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10.17.22*
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10.18.4*
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10.18.7*
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10.18.9*
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10.18.10*
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10.18.11*
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10.19.1*
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10.19.3*
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10.19.4*
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10.19.5*
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10.19.6*
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10.19.7*
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10.19.8*
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10.19.9*
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10.19.10*
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Exhibit
No.
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Description
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10.19.11*
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10.20.1*
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10.20.2*
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10.20.3*
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10.20.4*
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10.21*
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10.23*
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10.23.1*
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10.23.2*
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23.1
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31.1
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31.2
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32.1
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32.2
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101
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The following financial information from our Annual Report on Form 10-K for the year ended December 31, 2017, filed on February 27, 2018, formatted in XBRL (eXtensible Business Reporting Language) includes: (i) the Balance Sheets at December 31, 2017 and 2016, (ii) the Statements of Operations for the years ended December 31, 2017, 2016 and 2015, (iii) the Statements of Changes in Shareholders’ Equity for the years ended December 31, 2017, 2016 and 2015, (iv) the Statements of Cash Flows for the years ended December 31, 2017, 2016 and 2015, and (v) the Notes to the Financial Statements
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*
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Denotes an executive compensation plan or agreement
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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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OLD DOMINION FREIGHT LINE, INC.
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||||
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Dated:
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February 27, 2018
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By:
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/s/ DAVID S. CONGDON
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David S. Congdon
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Vice Chairman of the Board of Directors and Chief Executive Officer
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Name and Signature
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Position
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Date
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||
/s/ EARL E. CONGDON
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Executive Chairman of the Board of Directors
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February 27, 2018
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Earl E. Congdon
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||
/s/ DAVID S. CONGDON
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Vice Chairman of the Board of Directors
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February 27, 2018
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David S. Congdon
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and Chief Executive Officer
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(Principal Executive Officer)
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/s/ JOHN R. CONGDON, JR.
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Director
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February 27, 2018
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John R. Congdon, Jr.
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/s/ ROBERT G. CULP, III
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Director
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February 27, 2018
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Robert G. Culp, III
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/s/ BRADLEY R. GABOSCH
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Director
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February 27, 2018
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Bradley R. Gabosch
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/s/ PATRICK D. HANLEY
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Director
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February 27, 2018
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Patrick D. Hanley
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/s/ JOHN D. KASARDA
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Director
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February 27, 2018
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John D. Kasarda
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/s/ LEO H. SUGGS
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Director
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February 27, 2018
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Leo H. Suggs
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/s/ D. MICHAEL WRAY
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Director
|
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February 27, 2018
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D. Michael Wray
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|
||
/s/ ADAM N. SATTERFIELD
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Senior Vice President – Finance,
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February 27, 2018
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Adam N. Satterfield
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Chief Financial Officer and Assistant Secretary
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(Principal Financial Officer)
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/s/ KIMBERLY S. MAREADY
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Vice President - Accounting and Finance
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February 27, 2018
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Kimberly S. Maready
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(Principal Accounting Officer)
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Annual Cash
|
Annual Restricted
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Director Role
|
Retainer
|
Stock Grant Amount
|
Member (all non-employee directors)
|
$80,000
|
$120,000
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Lead Independent Director
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25,000
(1)
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—
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Audit Committee Chair
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25,000
(1)
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—
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Compensation Committee Chair
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15,000
(1)
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—
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Governance and Nomination Committee Chair
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12,500
(1)
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—
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(1)
|
Each non-employee Chair of a Board Committee and the Lead Independent Director receives this annual retainer in addition to the $80,000 annual cash retainer paid to all non-employee directors.
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(1)
|
Registration Statement (Form S-8 No. 333-162695) pertaining to the Old Dominion 401(k) Retirement Plan of Old Dominion Freight Line, Inc., and
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(2)
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Registration Statement (Form S-8 No. 333-211464) pertaining to the Old Dominion Freight Line, Inc. 2016 Stock Incentive Plan;
|
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/s/ Ernst & Young LLP
|
|
1.
|
I have reviewed this Annual Report on Form 10-K 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
|
5.
|
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):
|
(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.
|
Date:
|
February 27, 2018
|
|
|
|
/s/ David S. Congdon
|
|
|
Vice Chairman of the Board and
Chief Executive Officer
|
1.
|
I have reviewed this Annual Report on Form 10-K 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
|
5.
|
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):
|
(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.
|
Date:
|
February 27, 2018
|
|
|
|
/s/ Adam N. Satterfield
|
|
|
Senior Vice President - Finance and Chief Financial Officer
|
(1)
|
I am the Vice Chairman of the Board of Directors and Chief Executive Officer of Old Dominion Freight Line, Inc. (the “Issuer”).
|
(2)
|
Accompanying this certification is the Issuer’s Annual Report on Form 10-K for the year ended
December 31, 2017
(the “Annual 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 Annual 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 Annual Report fairly presents, in all material respects, the financial condition and results of operations of the Issuer for the periods presented.
|
/s/ David S. Congdon
|
|
|
Name:
|
David S. Congdon
|
|
Date:
|
February 27, 2018
|
|
(1)
|
I am the Senior Vice President – Finance and Chief Financial Officer of Old Dominion Freight Line, Inc. (the “Issuer”).
|
(2)
|
Accompanying this certification is the Issuer’s Annual Report on Form 10-K for the year ended
December 31, 2017
(the “Annual 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 Annual 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 Annual Report fairly presents, in all material respects, the financial condition and results of operations of the Issuer for the periods presented.
|
/s/ Adam N. Satterfield
|
|
|
Name:
|
Adam N. Satterfield
|
|
Date:
|
February 27, 2018
|
|