ý
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QUARTERLY 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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500 Old Dominion Way
Thomasville, North Carolina
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27360
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(Address of principal executive offices)
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(Zip Code)
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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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¨
(Do not check if a smaller reporting company)
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Smaller reporting company
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¨
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Emerging growth company
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¨
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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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2018
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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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2017
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||||
ASSETS
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||||
Current assets:
|
|
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||||
Cash and cash equivalents
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$
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140,571
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|
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$
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127,462
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Customer receivables, less allowances of $10,033 and $9,465, respectively
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456,906
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394,169
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Other receivables
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7,373
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21,612
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Prepaid expenses and other current assets
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42,735
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41,410
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Total current assets
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647,585
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584,653
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||||
Property and equipment:
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Revenue equipment
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1,760,117
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1,591,036
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Land and structures
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1,638,421
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1,548,079
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Other fixed assets
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451,237
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432,146
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Leasehold improvements
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8,747
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8,668
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Total property and equipment
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3,858,522
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3,579,929
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Accumulated depreciation
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(1,272,814
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)
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(1,175,470
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)
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Net property and equipment
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2,585,708
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2,404,459
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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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68,326
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59,849
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Total assets
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$
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3,321,082
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$
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3,068,424
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June 30,
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||||
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2018
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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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2017
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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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81,668
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$
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73,729
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Compensation and benefits
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177,121
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152,566
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Claims and insurance accruals
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52,168
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49,949
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Other accrued liabilities
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27,510
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24,805
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Income taxes payable
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27,895
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—
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Current maturities of long-term debt
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—
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50,000
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Total current liabilities
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366,362
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351,049
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Long-term liabilities:
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Long-term debt
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45,000
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45,000
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Other non-current liabilities
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230,724
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205,561
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Deferred income taxes
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196,945
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189,960
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Total long-term liabilities
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472,669
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440,521
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Total liabilities
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839,031
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791,570
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Commitments and contingent liabilities
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Shareholders’ equity:
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||||
Common stock - $0.10 par value, 140,000,000 shares authorized, 82,079,355 and 82,375,945 shares outstanding at June 30, 2018 and December 31, 2017, respectively
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8,208
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8,238
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Capital in excess of par value
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139,557
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138,359
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Retained earnings
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2,334,286
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2,130,257
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Total shareholders’ equity
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2,482,051
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2,276,854
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Total liabilities and shareholders’ equity
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$
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3,321,082
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$
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3,068,424
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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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2018
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2017
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2018
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2017
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||||||||
Revenue from operations
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$
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1,033,498
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$
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839,912
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$
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1,958,518
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$
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1,594,008
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Operating expenses:
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||||||||
Salaries, wages and benefits
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522,249
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441,904
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1,023,560
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858,408
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||||
Operating supplies and expenses
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124,919
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88,580
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238,980
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179,567
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||||
General supplies and expenses
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29,891
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28,283
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59,867
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51,155
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Operating taxes and licenses
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28,165
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24,961
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54,953
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48,983
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||||
Insurance and claims
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11,342
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9,314
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22,441
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18,104
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Communications and utilities
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7,439
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7,022
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14,485
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14,455
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Depreciation and amortization
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56,235
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50,449
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109,716
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100,736
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Purchased transportation
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26,044
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20,860
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47,784
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38,857
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Building and office equipment rents
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1,647
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1,982
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3,522
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4,096
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Miscellaneous expenses, net
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5,086
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6,125
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13,389
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11,093
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||||
Total operating expenses
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813,017
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679,480
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1,588,697
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1,325,454
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||||
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||||||||
Operating income
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220,481
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160,432
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369,821
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268,554
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||||
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Non-operating expense (income):
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||||||||
Interest expense
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11
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|
642
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22
|
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1,237
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||||
Interest income
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(668
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)
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(69
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)
|
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(1,124
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)
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(104
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)
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|
||||
Other (income) expense, net
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(334
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)
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(431
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)
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1,965
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(22
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)
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|
||||
Total non-operating (income) expense
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(991
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)
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|
142
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|
863
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1,111
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||||
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||||||||
Income before income taxes
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|
221,472
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160,290
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368,958
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267,443
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|
|
||||
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||||||||
Provision for income taxes
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58,038
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61,872
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96,191
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103,233
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||||
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||||||||
Net income
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|
$
|
163,434
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$
|
98,418
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$
|
272,767
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$
|
164,210
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||||||||
Earnings per share:
|
|
|
|
|
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|
|
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|
||||||||
Basic
|
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$
|
1.99
|
|
|
$
|
1.20
|
|
|
$
|
3.32
|
|
|
$
|
1.99
|
|
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Diluted
|
|
$
|
1.99
|
|
|
$
|
1.19
|
|
|
$
|
3.32
|
|
|
$
|
1.99
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Weighted average shares outstanding:
|
|
|
|
|
|
|
|
|
|
||||||||
Basic
|
|
82,067,872
|
|
|
82,318,623
|
|
|
82,160,159
|
|
|
82,333,739
|
|
|
||||
Diluted
|
|
82,169,552
|
|
|
82,427,975
|
|
|
82,262,285
|
|
|
82,436,170
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
||||||||
Dividends declared per share
|
|
$
|
0.13
|
|
|
$
|
0.10
|
|
|
$
|
0.26
|
|
|
$
|
0.20
|
|
|
|
Six Months Ended
|
||||||
|
June 30,
|
||||||
(In thousands)
|
2018
|
|
2017
|
||||
Cash flows from operating activities:
|
|
|
|
||||
Net income
|
$
|
272,767
|
|
|
$
|
164,210
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
||||
Depreciation and amortization
|
109,716
|
|
|
100,736
|
|
||
Loss on sale of property and equipment
|
785
|
|
|
485
|
|
||
Share-based compensation
|
2,275
|
|
|
1,590
|
|
||
Other operating activities, net
|
39,148
|
|
|
(28,507
|
)
|
||
Net cash provided by operating activities
|
424,691
|
|
|
238,514
|
|
||
|
|
|
|
||||
Cash flows from investing activities:
|
|
|
|
||||
Purchase of property and equipment
|
(292,269
|
)
|
|
(188,318
|
)
|
||
Proceeds from sale of property and equipment
|
528
|
|
|
7,389
|
|
||
Net cash used in investing activities
|
(291,741
|
)
|
|
(180,929
|
)
|
||
|
|
|
|
||||
Cash flows from financing activities:
|
|
|
|
||||
Principal payments under long-term debt agreements
|
(50,000
|
)
|
|
—
|
|
||
Net payments on revolving line of credit
|
—
|
|
|
(9,975
|
)
|
||
Payments for share repurchases
|
(47,394
|
)
|
|
(7,135
|
)
|
||
Dividends paid
|
(21,373
|
)
|
|
(16,469
|
)
|
||
Other financing activities, net
|
(1,074
|
)
|
|
(344
|
)
|
||
Net cash used in financing activities
|
(119,841
|
)
|
|
(33,923
|
)
|
||
|
|
|
|
||||
Increase in cash and cash equivalents
|
13,109
|
|
|
23,662
|
|
||
Cash and cash equivalents at beginning of period
|
127,462
|
|
|
10,171
|
|
||
Cash and cash equivalents at end of period
|
$
|
140,571
|
|
|
$
|
33,833
|
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
|
June 30,
|
|
June 30,
|
||||||||||||
(In thousands)
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
LTL services
|
|
$
|
1,018,491
|
|
|
$
|
826,401
|
|
|
$
|
1,929,545
|
|
|
$
|
1,566,587
|
|
Other services
|
|
15,007
|
|
|
13,511
|
|
|
28,973
|
|
|
27,421
|
|
||||
Total revenue from operations
|
|
$
|
1,033,498
|
|
|
$
|
839,912
|
|
|
$
|
1,958,518
|
|
|
$
|
1,594,008
|
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||
|
|
June 30,
|
|
June 30,
|
||||||||
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||
Weighted average shares outstanding - basic
|
|
82,067,872
|
|
|
82,318,623
|
|
|
82,160,159
|
|
|
82,333,739
|
|
Dilutive effect of share-based awards
|
|
101,680
|
|
|
109,352
|
|
|
102,126
|
|
|
102,431
|
|
Weighted average shares outstanding - diluted
|
|
82,169,552
|
|
|
82,427,975
|
|
|
82,262,285
|
|
|
82,436,170
|
|
(In thousands)
|
June 30,
2018 |
|
December 31,
2017 |
||||
Senior notes
|
$
|
45,000
|
|
|
$
|
95,000
|
|
Revolving credit facility
|
—
|
|
|
—
|
|
||
Total long-term debt
|
45,000
|
|
|
95,000
|
|
||
Less: Current maturities
|
—
|
|
|
(50,000
|
)
|
||
Total maturities due after one year
|
$
|
45,000
|
|
|
$
|
45,000
|
|
•
|
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.
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||
|
June 30,
|
|
June 30,
|
||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||
Revenue from operations
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
|
|
|
|
|
|
|
||||
Operating expenses:
|
|
|
|
|
|
|
|
||||
Salaries, wages and benefits
|
50.5
|
|
|
52.6
|
|
|
52.3
|
|
|
53.9
|
|
Operating supplies and expenses
|
12.1
|
|
|
10.6
|
|
|
12.2
|
|
|
11.3
|
|
General supplies and expenses
|
2.9
|
|
|
3.4
|
|
|
3.1
|
|
|
3.2
|
|
Operating taxes and licenses
|
2.7
|
|
|
3.0
|
|
|
2.8
|
|
|
3.1
|
|
Insurance and claims
|
1.1
|
|
|
1.1
|
|
|
1.1
|
|
|
1.1
|
|
Communications and utilities
|
0.7
|
|
|
0.8
|
|
|
0.7
|
|
|
0.9
|
|
Depreciation and amortization
|
5.5
|
|
|
6.0
|
|
|
5.6
|
|
|
6.3
|
|
Purchased transportation
|
2.5
|
|
|
2.5
|
|
|
2.4
|
|
|
2.4
|
|
Building and office equipment rents
|
0.2
|
|
|
0.2
|
|
|
0.2
|
|
|
0.3
|
|
Miscellaneous expenses, net
|
0.5
|
|
|
0.7
|
|
|
0.7
|
|
|
0.7
|
|
Total operating expenses
|
78.7
|
|
|
80.9
|
|
|
81.1
|
|
|
83.2
|
|
|
|
|
|
|
|
|
|
||||
Operating income
|
21.3
|
|
|
19.1
|
|
|
18.9
|
|
|
16.8
|
|
|
|
|
|
|
|
|
|
||||
Interest (income) expense, net
|
(0.1
|
)
|
|
0.1
|
|
|
(0.0
|
)
|
|
0.1
|
|
Other (income) expense, net
|
(0.0
|
)
|
|
(0.1
|
)
|
|
0.1
|
|
|
(0.0
|
)
|
|
|
|
|
|
|
|
|
||||
Income before income taxes
|
21.4
|
|
|
19.1
|
|
|
18.8
|
|
|
16.7
|
|
|
|
|
|
|
|
|
|
||||
Provision for income taxes
|
5.6
|
|
|
7.4
|
|
|
4.9
|
|
|
6.4
|
|
|
|
|
|
|
|
|
|
||||
Net income
|
15.8
|
%
|
|
11.7
|
%
|
|
13.9
|
%
|
|
10.3
|
%
|
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||||||||
|
June 30,
|
|
June 30,
|
||||||||||||||||||
|
2018
|
|
2017
|
|
%
Change
|
|
2018
|
|
2017
|
|
%
Change
|
||||||||||
Work days
|
64
|
|
|
64
|
|
|
—
|
%
|
|
128
|
|
|
128
|
|
|
—
|
%
|
||||
Revenue
(in thousands)
|
$
|
1,033,498
|
|
|
$
|
839,912
|
|
|
23.0
|
%
|
|
$
|
1,958,518
|
|
|
$
|
1,594,008
|
|
|
22.9
|
%
|
Operating ratio
|
78.7
|
%
|
|
80.9
|
%
|
|
|
|
|
81.1
|
%
|
|
83.2
|
%
|
|
|
|
||||
Net income
(in thousands)
|
$
|
163,434
|
|
|
$
|
98,418
|
|
|
66.1
|
%
|
|
$
|
272,767
|
|
|
$
|
164,210
|
|
|
66.1
|
%
|
Diluted earnings per share
|
$
|
1.99
|
|
|
$
|
1.19
|
|
|
67.2
|
%
|
|
$
|
3.32
|
|
|
$
|
1.99
|
|
|
66.8
|
%
|
LTL tons
(in thousands)
|
2,462
|
|
|
2,148
|
|
|
14.6
|
%
|
|
4,736
|
|
|
4,118
|
|
|
15.0
|
%
|
||||
LTL shipments
(in thousands)
|
3,049
|
|
|
2,742
|
|
|
11.2
|
%
|
|
5,837
|
|
|
5,265
|
|
|
10.9
|
%
|
||||
LTL weight per shipment
(lbs.)
|
1,615
|
|
|
1,567
|
|
|
3.1
|
%
|
|
1,623
|
|
|
1,564
|
|
|
3.8
|
%
|
||||
LTL revenue per hundredweight
|
$
|
20.74
|
|
|
$
|
19.31
|
|
|
7.4
|
%
|
|
$
|
20.46
|
|
|
$
|
19.18
|
|
|
6.7
|
%
|
LTL revenue per shipment
|
$
|
334.95
|
|
|
$
|
302.51
|
|
|
10.7
|
%
|
|
$
|
332.00
|
|
|
$
|
299.93
|
|
|
10.7
|
%
|
Average length of haul
(miles)
|
915
|
|
|
917
|
|
|
(0.2
|
)%
|
|
915
|
|
|
918
|
|
|
(0.3
|
)%
|
|
Six Months Ended
|
||||||
|
June 30,
|
||||||
(In thousands)
|
2018
|
|
2017
|
||||
Cash and cash equivalents at beginning of period
|
$
|
127,462
|
|
|
$
|
10,171
|
|
Cash flows provided by (used in):
|
|
|
|
||||
Operating activities
|
424,691
|
|
|
238,514
|
|
||
Investing activities
|
(291,741
|
)
|
|
(180,929
|
)
|
||
Financing activities
|
(119,841
|
)
|
|
(33,923
|
)
|
||
Increase in cash and cash equivalents
|
13,109
|
|
|
23,662
|
|
||
Cash and cash equivalents at end of period
|
$
|
140,571
|
|
|
$
|
33,833
|
|
|
June 30,
|
|
December 31,
|
||||||||||||
(In thousands)
|
2018
|
2017
|
|
2016
|
|
2015
|
|||||||||
Land and structures
|
$
|
90,643
|
|
|
$
|
179,150
|
|
|
$
|
161,646
|
|
|
$
|
153,460
|
|
Tractors
|
107,389
|
|
|
123,152
|
|
|
114,166
|
|
|
128,911
|
|
||||
Trailers
|
67,863
|
|
|
37,424
|
|
|
94,040
|
|
|
114,209
|
|
||||
Technology
|
7,479
|
|
|
19,329
|
|
|
18,428
|
|
|
32,044
|
|
||||
Other equipment and assets
|
18,895
|
|
|
23,070
|
|
|
29,661
|
|
|
36,987
|
|
||||
Proceeds from sales
|
(528
|
)
|
|
(12,240
|
)
|
|
(10,541
|
)
|
|
(24,442
|
)
|
||||
Total
|
$
|
291,741
|
|
|
$
|
369,885
|
|
|
$
|
407,400
|
|
|
$
|
441,169
|
|
(In thousands)
|
June 30,
|
|
December 31,
|
||||
|
2018
|
|
2017
|
||||
Facility limit
|
$
|
300,000
|
|
|
$
|
300,000
|
|
Line of credit borrowings
|
—
|
|
|
—
|
|
||
Outstanding letters of credit
|
(61,505
|
)
|
|
(71,368
|
)
|
||
Available borrowing capacity
|
$
|
238,495
|
|
|
$
|
228,632
|
|
•
|
the competitive environment with respect to industry capacity and pricing, including the use of fuel surcharges, which could negatively impact our total overall pricing strategy and our ability 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 our ability 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 the economy, global uncertainty and instability, changes in U.S. social, political, and regulatory conditions or a disruption of financial markets, which may decrease demand for our services;
|
•
|
the impact of changes in tax laws, rates, guidance and interpretations, including those related to certain provisions of the Tax Cuts and Jobs Act;
|
•
|
increases in driver and maintenance technician compensation or difficulties attracting and retaining qualified drivers and maintenance technicians 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 costs associated with employee healthcare plans;
|
•
|
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, inquiries, notices or investigations;
|
•
|
the costs and potential liabilities related to our international business 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 (the "FMCSA") and other regulatory agencies,
|
•
|
the costs and potential adverse impact of compliance associated with addressing interoperability between legacy electronic automatic on-board recording devices and electronic logging devices (“ELDs”) that comply with FMCSA’s ELD regulations and guidance;
|
•
|
seasonal trends in the less-than-truckload industry, including harsh weather conditions and disasters;
|
•
|
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;
|
•
|
failure to keep pace with developments in technology, any disruption to our technology infrastructure, or failures of essential services upon which our technology platforms rely, which could cause us to incur costs or result in a loss of business;
|
•
|
the costs and potential adverse impact associated with transitional challenges in upgrading or enhancing our technology systems;
|
•
|
damage to our reputation through unfavorable publicity;
|
•
|
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;
|
•
|
the impact of a quarterly cash dividend or the failure to declare future cash dividends;
|
•
|
fluctuations in the market value of our common stock;
|
•
|
the impact of certain provisions in our articles of incorporation, bylaws, and Virginia law that could discourage, delay or prevent a change in control of us or a change in our management; 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, 2018
|
|
71,871
|
|
$
|
144.68
|
|
|
71,871
|
|
|
$
|
164,262,351
|
|
May 1-31, 2018
|
|
88,724
(1)
|
|
$
|
142.07
|
|
|
85,445
|
|
|
$
|
152,164,179
|
|
June 1-30, 2018
|
|
48,038
|
|
$
|
158.18
|
|
|
48,038
|
|
|
$
|
247,600,491
|
|
Total
|
|
208,633
|
|
$
|
146.68
|
|
|
205,354
|
|
|
|
Exhibit No.
|
Description
|
|
|
4.1
|
|
|
|
31.1
|
|
|
|
31.2
|
|
|
|
32.1
|
|
|
|
32.2
|
|
|
|
101
|
The following financial information from our Quarterly Report on Form 10-Q for the quarter ended June 30, 2018, filed on August 7, 2018, formatted in XBRL (eXtensible Business Reporting Language) includes: (i) the Condensed Balance Sheets at June 30, 2018 and December 31, 2017, (ii) the Condensed Statements of Operations for the three and six months ended June 30, 2018 and 2017, (iii) the Condensed Statements of Cash Flows for the six months ended June 30, 2018 and 2017, and (iv) the Notes to the Condensed Financial Statements
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OLD DOMINION FREIGHT LINE, INC.
|
|
|
|
|
|
DATE:
|
August 7, 2018
|
|
|
/s/ ADAM N. SATTERFIELD
|
|
|
|
|
Adam N. Satterfield
|
|
|
|
|
Senior Vice President - Finance and Chief Financial Officer
(Principal Financial Officer)
|
|
|
|
|
|
DATE:
|
August 7, 2018
|
|
|
/s/ KIMBERLY S. MAREADY
|
|
|
|
|
Kimberly S. Maready
|
|
|
|
|
Vice President - Accounting and Finance
(Principal Accounting Officer)
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Old Dominion Freight Line, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
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:
|
August 7, 2018
|
|
|
|
/s/ GREG C. GANTT
|
|
|
President and Chief Executive Officer
|
|
|
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Old Dominion Freight Line, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
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:
|
August 7, 2018
|
|
|
|
/s/ ADAM N. SATTERFIELD
|
|
|
Senior Vice President - Finance and
|
|
|
Chief Financial Officer
|
(1)
|
I am the President and Chief Executive Officer of Old Dominion Freight Line, Inc. (the “Issuer”).
|
(2)
|
Accompanying this certification is the Issuer’s Quarterly Report on Form 10-Q for the quarter ended
June 30, 2018
(the “Quarterly Report”), a periodic report filed by the Issuer with the Securities and Exchange Commission pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which contains financial statements.
|
(3)
|
I hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:
|
◦
|
The Quarterly Report containing the financial statements fully complies with the requirements of Section 13(a) or 15(d) of the Exchange Act, and
|
◦
|
The information contained in the Quarterly Report fairly presents, in all material respects, the financial condition and results of operations of the Issuer for the periods presented.
|
/s/ GREG C. GANTT
|
|
|
Name:
|
Greg C. Gantt
|
|
Date:
|
August 7, 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 Quarterly Report on Form 10-Q for the quarter ended
June 30, 2018
(the “Quarterly Report”), a periodic report filed by the Issuer with the Securities and Exchange Commission pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which contains financial statements.
|
(3)
|
I hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:
|
◦
|
The Quarterly Report containing the financial statements fully complies with the requirements of Section 13(a) or 15(d) of the Exchange Act, and
|
◦
|
The information contained in the Quarterly Report fairly presents, in all material respects, the financial condition and results of operations of the Issuer for the periods presented.
|
/s/ ADAM N. SATTERFIELD
|
|
|
Name:
|
Adam N. Satterfield
|
|
Date:
|
August 7, 2018
|
|