ODFL 10-Q Quarterly Report June 30, 2017

OLD DOMINION FREIGHT LINE, INC.

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10-Q 1 odfl2017063010q.htm FORM 10-Q Document

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________________________

FORM 10-Q

_________________________________



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

For the quarterly period ended June 30, 2017



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

For the transition period from ________ to ________ .

Commission File Number: 0-19582

_________________________________

OLD DOMINION FREIGHT LINE, INC.

(Exact name of registrant as specified in its charter)

_________________________________



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



500 Old Dominion Way Thomasville, North Carolina		27360
(Address of principal executive offices)		(Zip Code)

(336) 889-5000

(Registrant’s telephone number, including area code)

_________________________________

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

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

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



Large accelerated filer	x	Accelerated filer	o

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

		Emerging growth company	o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

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

As of August 2, 2017 there were 82,386,172 shares of the registrant’s Common Stock ($0.10 par value) outstanding.

INDEX



Part I – FINANCIAL INFORMATION

Item 1	Financial Statements	1
	Condensed Balance Sheets – June 30, 2017 and December 31, 2016	1
	Condensed Statements of Operations – For the three and six months ended June 30, 2017 and 2016	3
	Condensed Statements of Cash Flows – For the six months ended June 30, 2017 and 2016	4
	Notes to the Condensed Financial Statements	5
Item 2	Management's Discussion and Analysis of Financial Condition and Results of Operations	9
Item 3	Quantitative and Qualitative Disclosures about Market Risk	17
Item 4	Controls and Procedures	17

Part II – OTHER INFORMATION

Item 1	Legal Proceedings	19
Item 1A	Risk Factors	19
Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	19
Item 6	Exhibits	20

Signatures		21
Exhibit Index		22

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

OLD DOMINION FREIGHT LINE, INC.

CONDENSED BALANCE SHEETS



	June 30,
	2017			December 31,
(In thousands, except share and per share data)	(Unaudited)			2016
ASSETS
Current assets:
Cash and cash equivalents	$	33,833		$	10,171
Customer receivables, less allowances of $8,443 and $8,346, respectively	363,807			320,087
Other receivables	6,393			14,402
Prepaid expenses and other current assets	40,579			37,962
Total current assets	444,612			382,622

Property and equipment:
Revenue equipment	1,573,352			1,496,697
Land and structures	1,445,188			1,377,106
Other fixed assets	419,188			402,482
Leasehold improvements	8,617			8,699
Total property and equipment	3,446,345			3,284,984
Accumulated depreciation	(1,125,102		)	(1,043,582		)
Net property and equipment	2,321,243			2,241,402

Goodwill	19,463			19,463
Other assets	54,880			52,760
Total assets	$	2,840,198		$	2,696,247

Note: The Condensed Balance Sheet at December 31, 2016 has been derived from the audited financial statements at that date, but does not include all of the information and notes required by U.S. generally accepted accounting principles for complete financial statements.

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

OLD DOMINION FREIGHT LINE, INC.

CONDENSED BALANCE SHEETS

(CONTINUED)



	June 30,
	2017		December 31,
(In thousands, except share and per share data)	(Unaudited)		2016
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	54,234	$	89,216
Compensation and benefits	145,760		129,170
Claims and insurance accruals	47,897		47,417
Other accrued liabilities	25,841		22,833
Income taxes payable	20,678		—
Current maturities of long-term debt	50,000		—
Total current liabilities	344,410		288,636

Long-term liabilities:
Long-term debt	45,000		104,975
Other non-current liabilities	185,198		178,879
Deferred income taxes	272,599		272,599
Total long-term liabilities	502,797		556,453
Total liabilities	847,207		845,089

Commitments and contingent liabilities

Shareholders’ equity:
Common stock - $0.10 par value, 140,000,000 shares authorized, 82,387,823 and 82,416,657 shares outstanding at June 30, 2017 and December 31, 2016, respectively	8,239		8,242
Capital in excess of par value	136,707		135,466
Retained earnings	1,848,045		1,707,450
Total shareholders’ equity	1,992,991		1,851,158
Total liabilities and shareholders’ equity	$	2,840,198	$	2,696,247

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

OLD DOMINION FREIGHT LINE, INC.

CONDENSED STATEMENTS OF OPERATIONS

(UNAUDITED)



	Three Months Ended						Six Months Ended
	June 30,						June 30,
(In thousands, except share and per share data)	2017			2016			2017			2016
Revenue from operations	$	839,912		$	755,435		$	1,594,008		$	1,463,168

Operating expenses:
Salaries, wages and benefits	441,904			408,424			858,408			809,293
Operating supplies and expenses	88,580			80,335			179,567			155,707
General supplies and expenses	28,283			22,778			51,155			43,920
Operating taxes and licenses	24,961			23,466			48,983			46,654
Insurance and claims	9,314			9,363			18,104			19,607
Communications and utilities	7,022			7,327			14,455			14,332
Depreciation and amortization	50,449			46,480			100,736			91,252
Purchased transportation	20,860			18,176			38,857			36,672
Building and office equipment rents	1,982			2,164			4,096			4,437
Miscellaneous expenses, net	6,125			3,486			11,093			8,310
Total operating expenses	679,480			621,999			1,325,454			1,230,184

Operating income	160,432			133,436			268,554			232,984

Non-operating expense (income):
Interest expense	642			1,064			1,237			2,247
Interest income	(69		)	(12		)	(104		)	(28		)
Other (income) expense, net	(431		)	260			(22		)	776
Total non-operating expense	142			1,312			1,111			2,995

Income before income taxes	160,290			132,124			267,443			229,989

Provision for income taxes	61,872			50,736			103,233			88,316

Net income	$	98,418		$	81,388		$	164,210		$	141,673

Earnings per share:
Basic	$	1.20		$	0.98		$	1.99		$	1.69
Diluted	$	1.19		$	0.98		$	1.99		$	1.69

Weighted average shares outstanding:
Basic	82,318,623			83,354,013			82,333,739			83,668,521
Diluted	82,427,975			83,381,429			82,436,170			83,682,228

Dividends declared per share	$	0.10		$	—		$	0.20		$	—

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

OLD DOMINION FREIGHT LINE, INC.

CONDENSED STATEMENTS OF CASH FLOWS

(UNAUDITED)



	Six Months Ended
	June 30,
(In thousands)	2017			2016
Cash flows from operating activities:
Net income	$	164,210		$	141,673
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	100,736			91,252
Loss on sale of property and equipment	485			466
Share-based compensation	1,590			480
Other operating activities, net	(28,507		)	58,360
Net cash provided by operating activities	238,514			292,231

Cash flows from investing activities:
Purchase of property and equipment	(188,318		)	(295,533		)
Proceeds from sale of property and equipment	7,389			2,997
Net cash used in investing activities	(180,929		)	(292,536		)

Cash flows from financing activities:
Principal payments under long-term debt agreements	—			(26,488		)
Net (payments) proceeds on revolving line of credit	(9,975		)	111,015
Payments for share repurchases	(7,135		)	(84,683		)
Dividends paid	(16,469		)	—
Other financing activities, net	(344		)	(338		)
Net cash used in financing activities	(33,923		)	(494		)

Increase (decrease) in cash and cash equivalents	23,662			(799		)
Cash and cash equivalents at beginning of period	10,171			11,472
Cash and cash equivalents at end of period	$	33,833		$	10,673

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

NOTES TO THE CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

Note 1. Significant Accounting Policies

Business

We are a leading, less-than-truckload (“LTL”), union-free motor carrier providing regional, inter-regional and national LTL services, which include ground and air expedited transportation and consumer household pickup and delivery, through a single integrated organization. In addition to our core LTL services, we offer a range of value-added services including container drayage, truckload brokerage, supply chain consulting and warehousing. We have one operating segment and the composition of our revenue is summarized below:



	Three Months Ended				Six Months Ended
	June 30,				June 30,
(In thousands)	2017		2016		2017		2016
LTL services	$	826,401	$	742,255	$	1,566,587	$	1,436,787
Other services	13,511		13,180		27,421		26,381
Total revenue	$	839,912	$	755,435	$	1,594,008	$	1,463,168

Basis of Presentation

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

The preparation of condensed financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions. Such estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the condensed financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Our operating results are subject to seasonal trends; therefore, the results of operations for the interim period ended June 30, 2017 are not necessarily indicative of the results that may be expected for subsequent quarterly periods or the year ending December 31, 2017 .

The condensed financial statements should be read in conjunction with the financial statements and related notes, which appear in our Annual Report on Form 10-K for the year ended December 31, 2016 . There have been no significant changes in the accounting principles and policies, long-term contracts or estimates inherent in the preparation of the condensed financial statements of Old Dominion Freight Line, Inc. as previously described in our Annual Report on Form 10-K for the year ended December 31, 2016 , other than those disclosed in this Form 10-Q.

Certain amounts in prior years have been reclassified to conform prior years’ financial statements to the current presentation.

Unless the context requires otherwise, references in these Notes to “Old Dominion,” the “Company,” “we,” “us” and “our” refer to Old Dominion Freight Line, Inc.

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

Fair Values of Financial Instruments

The carrying values of financial instruments in current assets and current liabilities approximate their fair value due to the short maturities of these instruments. The carrying value of our revolving credit facility approximates fair value due to the variable interest rates of the facility that correlate with current market rates. The carrying value of our total long-term debt, including current maturities, was $95.0 million and $105.0 million at June 30, 2017 and December 31, 2016 , respectively. The estimated fair value of our total long-term debt, including current maturities, was $98.6 million and $108.3 million at June 30, 2017 and December 31, 2016 , respectively. The fair value measurement of our senior notes was determined using a discounted cash flow analysis that factors in current market yields for comparable borrowing arrangements under our credit profile. Since this methodology is based upon market yields for comparable arrangements, the measurement is categorized as Level 2 under the three-level fair value hierarchy as established by the Financial Accounting Standards Board (the “FASB”).

Recent Accounting Pronouncements

In May 2014, the FASB issued ASU 2014-09, "Revenue from Contracts with Customers" (Topic 606). This ASU supersedes the previous revenue recognition requirements in ASC Topic 605-Revenue Recognition. The FASB issued ASU 2015-14, "Revenue from Contracts with Customers", which deferred the effective date for ASU 2014-09 by one year to fiscal years beginning after December 15, 2017, while providing the option to early adopt for fiscal years beginning after December 15, 2016. Transition methods under ASU 2014-09 must be through either (i) retrospective application to each prior reporting period presented, or (ii) retrospective application with a cumulative effect adjustment at the date of initial application.

We are continuing to evaluate the impact of this new standard on our financial reporting and disclosures, including but not limited to our accounting policies, internal controls and processes. We expect to complete our evaluation and finalize our transition method during the second half of 2017 and intend to adopt the new standard effective January 1, 2018. Based on our current assessment, we do not anticipate the new standard to have a material impact on our financial statements.

Note 2. Earnings Per Share

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

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



	Three Months Ended		Six Months Ended
	June 30,		June 30,
	2017	2016	2017	2016
Weighted average shares outstanding - basic	82,318,623	83,354,013	82,333,739	83,668,521
Dilutive effect of share-based awards	109,352	27,416	102,431	13,707
Weighted average shares outstanding - diluted	82,427,975	83,381,429	82,436,170	83,682,228

Note 3. Shareholders' Equity

Stock Repurchase Program

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

Repurchase Program”). Under the 2016 Repurchase Program, we may repurchase shares from time to time in open market purchases or through privately negotiated transactions. Shares of our common stock repurchased under our repurchase program are canceled at the time of repurchase and are classified as authorized but unissued shares of our common stock.

During the three months ended June 30, 2017 , we repurchased 82,016 shares of our common stock for $7.1 million and during the six months ended June 30, 2017 we repurchased 82,616 shares of our common stock for $7.1 million . As of June 30, 2017 , we had $192.8 million remaining authorized under the 2016 Repurchase Program.

Dividends

Note 4. Long-Term Debt

Long-term debt consisted of the following:



(In thousands)	June 30, 2017			December 31, 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

We had one unsecured senior note agreement with an amount outstanding of $95.0 million at each of June 30, 2017 and December 31, 2016 . Our unsecured senior note agreement calls for two scheduled principal payments of $50.0 million and $45.0 million on January 3, 2018 and January 3, 2021, respectively. Interest rates on the January 3, 2018 and January 3, 2021 scheduled principal payments are 4.00% and 4.79% , respectively. The effective average interest rate on our outstanding senior note agreement was 4.37% at each of June 30, 2017 and December 31, 2016 .

On December 15, 2015, we entered into an amended and restated credit agreement with Wells Fargo Bank, National Association ("Wells Fargo") serving as administrative agent for the lenders (the "Credit Agreement"). The Credit Agreement originally provided for a five-year, $250.0 million senior unsecured revolving line of credit and a $100.0 million accordion feature, which if fully exercised and approved, would expand the total borrowing capacity up to an aggregate of $350.0 million .

On September 9, 2016, we exercised a portion of the accordion feature and entered into an amendment to the Credit Agreement to increase the aggregate commitments from existing lenders by $50.0 million to an aggregate of $300.0 million . Of the $300.0 million line of credit commitments under the Credit Agreement, as amended, up to $100.0 million may be used for letters of credit and $30.0 million may be used for borrowings under the Wells Fargo Sweep Plus Loan Program (the "Sweep Program"). We utilize the Sweep Program to manage our daily cash needs, as it automatically initiates borrowings to cover overnight cash requirements primarily for working capital needs.

At our option, borrowings under the Credit Agreement bear interest at either: (i) LIBOR plus an applicable margin (based on our ratio of net debt-to-total capitalization) that ranges from 1.0% to 1.50% ; or (ii) a Base Rate plus an applicable margin (based on our ratio of net debt-to-total capitalization) that ranges from 0.0% to 0.5% . Loans under the Sweep Program bear interest at the LIBOR plus applicable margin rate. Letter of credit fees equal to the applicable margin for LIBOR loans are charged quarterly in arrears on the daily average aggregate stated amount of all letters of credit outstanding during the quarter. Commitment fees ranging from 0.125% to 0.2% (based

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

upon the ratio of net debt-to-total capitalization) are charged quarterly in arrears on the aggregate unutilized portion of the Credit Agreement. Wells Fargo, as administrative agent, also receives an annual fee for providing administrative services.

For each of the three and six-month periods ended June 30, 2017 and 2016 , the applicable margin on LIBOR loans was 1.0% and commitment fees were 0.125% under the Credit Agreement. There were $71.4 million and $74.6 million of outstanding letters of credit at June 30, 2017 and December 31, 2016 , respectively. Letter of credit fees remained at 1.0% during each of the three and six-month periods ended June 30, 2017 and 2016 .

Note 5. Commitments and Contingencies

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

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

RESULTS OF OPERATIONS

Overview

We are a leading, less-than-truckload (“LTL”), union-free motor carrier providing regional, inter-regional and national LTL services, which include ground and air expedited transportation and consumer household pickup and delivery through a single integrated organization. In addition to our core LTL services, we offer a range of value-added services including container drayage, truckload brokerage, supply chain consulting and warehousing. More than 97% of our revenue has historically been derived from transporting LTL shipments for our customers, whose demand for our services is generally tied to industrial production and the overall health of the U.S. domestic economy.

In analyzing the components of our revenue, we monitor changes and trends in our LTL services using the following key metrics, which exclude certain transportation and logistics services where pricing is generally not determined by weight, commodity or distance:

•

LTL Revenue Per Hundredweight - This measurement reflects the application of our pricing policies to the services we provide, which are influenced by competitive market conditions and our growth objectives. Generally, freight is rated by a class system, which is established by the National Motor Freight Traffic Association, Inc. Light, bulky freight typically has a higher class and is priced at higher revenue per hundredweight than dense, heavy freight. Fuel surcharges, accessorial charges, revenue adjustments and revenue for undelivered freight are included in this measurement. Revenue for undelivered freight is deferred for financial statement purposes in accordance with our revenue recognition policy; however, we believe including it in our revenue per hundredweight metrics results in a better indicator of changes in this metric by matching total billed revenue with the corresponding weight of those shipments.

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

•

LTL Weight Per Shipment - Fluctuations in weight per shipment can indicate changes in the mix of freight we receive from our customers, as well as changes in the number of units included in a shipment. Generally, increases in weight per shipment indicate higher demand for our customers' products and overall increased economic activity. Changes in weight per shipment can also be influenced by shifts between LTL and other modes of transportation, such as truckload and intermodal, in response to capacity, service and pricing issues. Fluctuations in weight per shipment generally have an inverse effect on our revenue per hundredweight, as a decrease in weight per shipment will typically cause an increase in revenue per hundredweight.

•

Average Length of Haul - We consider lengths of haul less than 500 miles to be regional traffic, lengths of haul between 500 miles and 1,000 miles to be inter-regional traffic, and lengths of haul in excess of 1,000 miles to be national traffic. This metric is used to analyze our tonnage and pricing trends for shipments with similar characteristics, and also allows for comparison with other transportation providers serving specific markets. By analyzing this metric, we can determine the success and growth potential of our service products in these markets. Changes in length of haul generally have a direct effect on our revenue per hundredweight, as an increase in length of haul will typically cause an increase in revenue per hundredweight.

Our primary revenue focus is to increase density, which is shipment and tonnage growth within our existing infrastructure. Increases in density allow us to maximize our asset utilization and labor productivity, which we measure over many different functional areas of our operations including linehaul load factor, pickup and delivery (“P&D”) stops per hour, P&D shipments per hour, platform pounds handled per hour and platform shipments per hour. In addition to our focus on density and operating efficiencies, it is critical for us to obtain an appropriate yield, which is measured as revenue per hundredweight, on the shipments we handle. We are committed to a disciplined yield management process that focuses on individual account profitability. We believe yield management and improvements in efficiency are key components in our ability to produce profitable growth.

Our primary cost elements are direct wages and benefits associated with the movement of freight, operating supplies and expenses, which include diesel fuel, and depreciation of our equipment fleet and service center facilities. We gauge our overall success in managing costs by monitoring our operating ratio, a measure of profitability calculated by dividing total operating expenses by revenue, which also allows for industry-wide comparisons with our competition.

We continually upgrade our technological capabilities to improve our customer service and lower our operating costs. Our technology provides our customers with visibility of their shipments throughout our network, increases the productivity of our workforce and provides key metrics that we use to monitor and enhance our processes.

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



	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2017		2016		2017		2016
Revenue from operations	100.0	%	100.0	%	100.0	%	100.0	%

Operating expenses:
Salaries, wages and benefits	52.6		54.1		53.9		55.3
Operating supplies and expenses	10.6		10.6		11.3		10.7
General supplies and expenses	3.4		3.0		3.2		3.0
Operating taxes and licenses	3.0		3.1		3.1		3.2
Insurance and claims	1.1		1.2		1.1		1.3
Communications and utilities	0.8		1.0		0.9		1.0
Depreciation and amortization	6.0		6.1		6.3		6.2
Purchased transportation	2.5		2.4		2.4		2.5
Building and office equipment rents	0.2		0.3		0.3		0.3
Miscellaneous expenses, net	0.7		0.5		0.7		0.6
Total operating expenses	80.9		82.3		83.2		84.1

Operating income	19.1		17.7		16.8		15.9

Interest expense, net *	0.1		0.2		0.1		0.1
Other (income) expense, net	(0.1	)	0.0		(0.0	)	0.1

Income before income taxes	19.1		17.5		16.7		15.7

Provision for income taxes	7.4		6.7		6.4		6.0

Net income	11.7	%	10.8	%	10.3	%	9.7	%



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

Results of Operations

Key financial and operating metrics for the three- and six-month periods ended June 30, 2017 and 2016 are presented below:



	Three Months Ended								Six Months Ended
	June 30,								June 30,
	2017			2016			% Change		2017			2016			% Change
Work days	64			64			—	%	128			128			—	%
Revenue (in thousands)	$	839,912		$	755,435		11.2	%	$	1,594,008		$	1,463,168		8.9	%
Operating ratio	80.9		%	82.3		%			83.2		%	84.1		%
Net income (in thousands)	$	98,418		$	81,388		20.9	%	$	164,210		$	141,673		15.9	%
Diluted earnings per share	$	1.19		$	0.98		21.4	%	$	1.99		$	1.69		17.8	%
LTL tons (in thousands)	2,148			2,025			6.1	%	4,118			3,948			4.3	%
LTL shipments (in thousands)	2,742			2,597			5.6	%	5,265			5,086			3.5	%
LTL weight per shipment (lbs.)	1,567			1,559			0.5	%	1,564			1,553			0.7	%
LTL revenue per hundredweight	$	19.31		$	18.37		5.1	%	$	19.18		$	18.26		5.0	%
LTL revenue per shipment	$	302.51		$	286.51		5.6	%	$	299.93		$	283.49		5.8	%
Average length of haul (miles)	917			929			(1.3	)%	918			932			(1.5	)%

Our financial results for the second quarter and first half of 2017 reflect significant growth in revenue, net income and diluted earnings per share as compared to the second quarter and first half of 2016. These were the highest quarterly growth rates for each metric since the first quarter of 2015. Our revenue growth of 11.2% and 8.9% for the second quarter and year-to-date period, respectively, was driven by increased tonnage and yield that we believe reflects an improving macroeconomic environment and increased market share. The increases in density and yield, when combined with our continued focus on managing our variable costs, led to 140 and 90 basis-point improvements in our operating ratio for the second quarter and first half of 2017, respectively. As a result, our net income and diluted earnings per share for the periods presented both increased by double-digit percentages over the second quarter and first half of 2016.

Revenue

Our revenue increased $84.5 million and $130.8 million in the second quarter and first half of 2017, respectively, as compared to the same periods of 2016, primarily due to increases in LTL tonnage and LTL revenue per hundredweight. Growth in LTL tons accelerated throughout the second quarter of 2017, increasing 6.1% over the prior-year comparable quarter due to a 5.6% increase in LTL shipments and a 0.5% increase in LTL weight per shipment. LTL tons for the first half of 2017 increased 4.3% over the prior-year comparable period due to a 3.5% increase in shipments and a 0.7% increase in LTL weight per shipment. We believe these increases were driven by an improving economic environment and increased demand for the superior service that we continue to provide our customers.

LTL revenue per hundredweight increased 5.1% and 5.0% in the second quarter and first half of 2017, respectively, as compared to the second quarter and first half of 2016, despite the downward pressure on these metrics created by the increase in our LTL weight per shipment and the decline in our average length of haul. We believe these increases in LTL revenue per hundredweight reflect our focus on yield management during an improving pricing environment and an increase in our fuel surcharges that reflected higher average diesel fuel prices for the periods compared. Excluding fuel surcharges, LTL revenue per hundredweight increased 3.8% and 3.1% in the second quarter and first half of 2017, respectively, as compared to the same periods in 2016.

Most of our tariffs and contracts provide for a fuel surcharge that is generally indexed to the diesel fuel prices published by the U.S. Department of Energy ("DOE") that reset each week. Our fuel surcharges are designed to offset fluctuations in the cost of petroleum-based products and are one of the many components included in the overall negotiated price we charge for our services. As a percent of revenue, fuel surcharges increased to 10.6% and 10.8% for the second quarter and first half of 2017, respectively, as compared to 9.5% and 9.1% for the

respective periods of 2016. These increases were due primarily to an increase in the average price per gallon for diesel fuel during the second quarter and first half of 2017. We regularly monitor the components of our pricing, including base freight rates and fuel surcharges. We also address any individual account profitability issues with our customers as part of our effort to minimize the negative impact on our profitability that would likely result from a rapid and significant change in any of our operating expenses.

Third Quarter 2017 Update

LTL tons per day increased 7.2% in July 2017 primarily due to a 6.1% increase in LTL shipments per day and a 1.0% increase in LTL weight per shipment as compared to July 2016. For July 2017, LTL revenue per hundredweight increased approximately 3.9% as compared to the same month last year.

Operating Costs and Other Expenses

Salaries, wages and benefits for the second quarter of 2017 increased $33.5 million, or 8.2%, over the prior-year comparable quarter due to a $22.9 million increase in the costs attributable to salaries and wages and a $10.6 million increase in benefit costs. Salaries, wages and benefits for the first half of 2017 increased $49.1 million, or 6.1%, over the prior-year comparable period due to a $36.6 million increase in the costs attributable to salaries and wages and a $12.5 million increase in benefit costs. We intend to hire additional employees during the third quarter of 2017 to support our continued growth, which is expected to drive additional increases in employee-related costs.

The increase in the costs attributable to salaries and wages for both the second quarter and first half of 2017 was due primarily to the annual wage increase provided to employees in September 2016 and additional labor necessary to support higher freight volumes in the second quarter of 2017. These increases in our salaries and wages, however, were partially offset by improvements in productivity. Our aggregate productive labor costs as a percent of revenue improved to 27.7% and 28.2% of revenue in the second quarter and first half of 2017, respectively, from 28.6% and 29.1% of revenue for the same periods of 2016, respectively.

The increase in the costs attributable to employee benefits for both the second quarter and first half of 2017 was primarily due to increases in certain retirement benefit plan costs, as well as higher employer-related payroll taxes and paid time off benefits. As a result, our employee benefit costs, as a percent of salaries and wages, increased to 32.9% and 33.3% for the second quarter and first six months of 2017, respectively, from 31.9% and 33.2% for the comparable periods of 2016.

Operating supplies and expenses increased $8.2 million and $23.9 million in the second quarter and first half of 2017, respectively, as compared to the same prior-year periods. The cost of diesel fuel, excluding fuel taxes, represents the largest component of operating supplies and expenses, and can vary based on both average price per gallon and consumption. The increase in diesel fuel costs, excluding fuel taxes, was due primarily to an 11.1% and 26.9% increase in our average cost per gallon of diesel fuel as compared to the second quarter and first half of 2016, respectively. In addition, our gallons consumed increased 3.3% and 0.9% in the second quarter and first half of 2017, respectively, as compared to the same prior-year periods due primarily to increases in miles driven. We do not use diesel fuel hedging instruments and our costs are therefore subject to market price fluctuations.

General supplies and expenses increased $5.5 million and $7.2 million in the second quarter and first half of 2017, respectively, as compared to the same prior-year periods. These increases were primarily due to higher costs for technology and related support as well as an increase in our advertising and marketing costs.

Depreciation and amortization increased $4.0 million and $9.5 million in the second quarter and first six months of 2017, respectively, as compared to the same prior-year periods due primarily to the assets acquired as part of our 2016 and 2017 capital expenditure plans. We believe depreciation will continue to increase in future periods as we execute upon the remainder of our 2017 capital expenditure program. While our investments in real estate, equipment and technology can increase our costs in the short-term, we believe these investments are necessary to support our continued growth and strategic initiatives.

Our effective tax rate for both the second quarter and first half of 2017 was 38.6% as compared to 38.4% for each of the same prior-year periods. Our effective tax rate generally exceeds the federal statutory rate of 35% due to the impact of state taxes, and to a lesser extent, certain other non-deductible items.

Liquidity and Capital Resources

A summary of our cash flows is presented below:



	Six Months Ended
	June 30,
(In thousands)	2017			2016
Cash and cash equivalents at beginning of period	$	10,171		$	11,472
Cash flows provided by (used in):
Operating activities	238,514			292,231
Investing activities	(180,929		)	(292,536		)
Financing activities	(33,923		)	(494		)
Increase (decrease) in cash and cash equivalents	23,662			(799		)
Cash and cash equivalents at end of period	$	33,833		$	10,673

Cash flows provided by operating activities decreased during the first six months of 2017 as compared to 2016 due primarily to fluctuations in accounts payable, accounts receivable and other working capital accounts. The change in cash flows from these fluctuations was partially offset by the increase in net income.

The change in cash flows used in investing activities during the first six months of 2017 as compared to 2016 was due to the timing of equipment purchases under our capital expenditure plans. Changes in our capital expenditures are more fully described below in “ Capital Expenditures .”

The change in cash flows used in financing activities during the first six months of 2017 as compared to 2016 was due primarily to fluctuations in our senior unsecured revolving line of credit, repurchases of common stock under our share repurchase program and the timing of scheduled principal payments under our long-term debt agreements. Additionally, in the first six months of 2017 our Board declared and we distributed $16.5 million in dividends to our shareholders. Our repurchases of common stock and dividend payments are more fully described below under " Stock Repurchase Program " and " Dividends to Shareholders ," respectively.

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

Capital Expenditures

The table below sets forth our net capital expenditures for property and equipment, including capital assets obtained through capital leases, for the six -month period ended June 30, 2017 and the years ended December 31, 2016 , 2015 and 2014 :



	June 30,			December 31,
(In thousands)	2017			2016			2015			2014
Land and structures	$	70,263		$	161,646		$	153,460		$	117,487
Tractors	72,522			114,166			128,911			91,750
Trailers	20,771			94,040			114,209			80,853
Technology	7,283			18,428			32,044			38,264
Other equipment and assets	17,479			29,661			36,987			39,326
Proceeds from sales	(7,389		)	(10,541		)	(24,442		)	(21,866		)
Total	$	180,929		$	407,400		$	441,169		$	345,814

Our capital expenditures varied based upon the projected increase in the number and size of our service center facilities necessary to support our plan for long-term growth, our planned tractor and trailer replacement cycle and forecasted tonnage and shipment growth. Expenditures for land and structures can be dependent upon

the availability of land in the geographic areas where we are looking to expand. We expect to continue to maintain a high level of capital expenditures in order to support our long-term plan for market share growth.

We currently estimate capital expenditures will be approximately $400 million for the year ending December 31, 2017. Approximately $185 million is allocated for the purchase of service center facilities, construction of new service center facilities or expansion of existing service center facilities, subject to the availability of suitable real estate and the timing of construction projects; approximately $170 million is allocated for the purchase of tractors and trailers; and approximately $45 million is allocated for investments in technology and other assets. We expect to fund these capital expenditures primarily through cash flows from operations, our existing cash and cash equivalents and the use of our senior unsecured revolving credit facility. We believe our current sources of liquidity will be sufficient to satisfy our expected capital expenditures.

Dividends to Shareholders

On February 2, 2017, we announced that our Board of Directors had declared a quarterly cash dividend of $0.10 per share, which was paid on March 20, 2017 to shareholders of record at the close of business on March 6, 2017. On May 17, 2017, we announced that our Board of Directors had declared a quarterly cash dividend of $0.10 per share, which was paid on June 20, 2017 to shareholders of record at the close of business on June 6, 2017. Although we intend to pay a quarterly cash dividend on our common stock for the foreseeable future, the declaration of any future dividend is subject to approval by our Board of Directors, and is restricted by applicable state law limitations on distributions to shareholders, as well as certain covenants under our revolving credit facility. We anticipate that any future quarterly cash dividends will be funded through cash flows from operations and, if needed, borrowings under our revolving credit facility. We did not declare or pay a dividend on our common stock in 2016 or 2015 .

Stock Repurchase Program

During the second quarter of 2016, we completed our stock repurchase program, previously announced on November 10, 2014, to repurchase up to an aggregate of $200.0 million of our outstanding common stock. On May 23, 2016, we announced that our Board of Directors had approved a new two-year stock repurchase program authorizing us to repurchase up to an aggregate of $250.0 million of our outstanding common stock (the “2016 Repurchase Program”). Under the 2016 Repurchase Program, we may repurchase shares from time to time in open market purchases or through privately negotiated transactions. Shares of our common stock repurchased under our repurchase program are canceled at the time of repurchase and are classified as authorized but unissued shares of our common stock. As of June 30, 2017 , we had $192.8 million remaining authorized under the 2016 Repurchase Program.

Financing Agreements

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



(In thousands)	June 30,			December 31,
	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

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

Our senior note agreement and Credit Agreement contain customary covenants, including financial covenants that require us to observe a maximum ratio of debt to total capital and a minimum fixed charge coverage ratio. Any future wholly-owned material domestic subsidiaries of the Company would be required to guarantee payment of all of our obligations under these agreements. The Credit Agreement also includes a provision limiting our ability to make restricted payments, including dividends and payments for share repurchases, unless, among other conditions, no defaults or events of default are ongoing (or would be caused by such restricted payment).

A significant decrease in demand for our services could limit our ability to generate cash flow and affect profitability. Most of our debt agreements have covenants that require stated levels of financial performance, which if not achieved could cause acceleration of the payment schedules. As of June 30, 2017 , we were in compliance with these covenants. We do not anticipate a significant decline in business levels or financial performance that would cause us to violate any such covenants in the future, and we believe the combination of our existing Credit Agreement along with our additional borrowing capacity will be sufficient to meet foreseeable seasonal and long-term capital needs.

Critical Accounting Policies

In preparing our condensed financial statements, we applied the same critical accounting policies as described in our Annual Report on Form 10-K for the year ended December 31, 2016 that affect judgments and estimates of amounts recorded for certain assets, liabilities, revenue and expenses.

Seasonality

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

Environmental Regulation

We are subject to various federal, state and local environmental laws and regulations that focus on, among other things: the emission and discharge of hazardous materials or waste into the environment or their presence at our properties or in our vehicles; fuel storage tanks; transportation of certain materials; and the discharge or retention of storm water. Under specific environmental laws, we could also be held responsible for any costs relating to contamination at our past or present facilities and at third-party waste disposal sites, as well as costs associated with clean-up of accidents involving our vehicles. We do not believe that the cost of future compliance with current environmental laws or regulations will have a material adverse effect on our operations, financial condition, competitive position or capital expenditures for the remainder of 2017 or fiscal year 2018. However, future changes to laws or regulations may adversely affect our operations and could result in unforeseen costs to our business.

Forward-Looking Information

Forward-looking statements appear in this report, including, but not limited to, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and in other written and oral statements made by or on behalf of us. These forward-looking statements include, but are not limited to, statements relating to our goals, strategies, expectations, competitive environment, regulation, availability of resources, future events and future financial performance. Such forward-looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements typically can be identified by such words as “anticipate,” “estimate,” “forecast,” “project,” “intend,” “expect,” “believe,” “should,” “could,” “may” or other similar words or expressions. We caution readers that such forward-looking statements involve risks and uncertainties, including, but not limited to, the risk factors set forth in our Annual Report on Form 10-K for the year ended December 31, 2016 and in other reports and statements that we file with the SEC. Such forward-looking statements involve risks and uncertainties that could cause actual events or results to differ materially from those expressed or implied herein, including, but not limited to, the following:


•	the competitive environment with respect to industry capacity and pricing, including the use of fuel surcharges, 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;


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


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


•	cost increases associated with employee benefits, including 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, including its Compliance, Safety, Accountability initiative, and other regulatory agencies;


•	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.

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

Item 3. Quantitative and Qualitative Disclosures about Market Risk

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

Item 4. Controls and Procedures


a)	Evaluation of disclosure controls and procedures

As of the end of the period covered by this quarterly report, our management, with the participation of our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), conducted an evaluation of the effectiveness of our disclosure controls and procedures in accordance with Rule 13a-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Based on the evaluation of our disclosure controls and procedures as of the end of the period covered by this quarterly report, our CEO and CFO concluded that, as of such date, our disclosure controls and procedures were effective to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is (a) accumulated and communicated to our management, including our

CEO and CFO, as appropriate to allow timely decisions regarding required disclosure, and (b) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.


b)	Changes in internal control over financial reporting

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

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

Item 1A. Risk Factors

In addition to the other information set forth in this report and in our other reports and statements that we file with the SEC, including our quarterly reports on Form 10-Q, careful consideration should be given to the factors discussed in Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2016 , which could materially affect our business, financial condition and future results. The risks described in our Annual Report on Form 10-K are not the only risks facing our Company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and operating results.

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

The following table provides information regarding our repurchases of our common stock during the second quarter of 2017:



ISSUER PURCHASES OF EQUITY SECURITIES

	Total Number of Shares Purchased	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Programs	Approximate Dollar Value of Shares that May Yet Be Purchased Under the Programs
	Total Number of Shares Purchased	Average Price Paid per Share
April 1-30, 2017	31,811	$	82.79	31,811	$	197,288,810
May 1-31, 2017	32,350 ⁽¹⁾	$	85.12	26,808	$	194,986,302
June 1-30, 2017	23,397	$	91.86	23,397	$	192,837,065
Total	87,558	$	86.07	82,016

⁽¹⁾ This amount includes 5,542 shares of our common stock surrendered by employees to satisfy tax withholding obligations in connection with the vesting of employee restricted stock awards granted under our 2016 Stock Incentive Plan.

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

Item 6. Exhibits



Exhibit No.	Description

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

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

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

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

101	The following financial information from our Quarterly Report on Form 10-Q for the quarter ended June 30, 2017, filed on August 7, 2017, formatted in XBRL (eXtensible Business Reporting Language) includes: (i) the Condensed Balance Sheets at June 30, 2017 and December 31, 2016, (ii) the Condensed Statements of Operations for the three and six months ended June 30, 2017 and 2016, (iii) the Condensed Statements of Cash Flows for the six months ended June 30, 2017 and 2016, and (iv) the Notes to the Condensed Financial Statements

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

SIGNATURES

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




		OLD DOMINION FREIGHT LINE, INC.

DATE:	August 7, 2017	/s/ ADAM N. SATTERFIELD
		Adam N. Satterfield
		Senior Vice President - Finance and Chief Financial Officer (Principal Financial Officer)

DATE:	August 7, 2017	/s/ KIMBERLY S. MAREADY
		Kimberly S. Maready
		Vice President - Accounting and Finance (Principal Accounting Officer)

EXHIBIT INDEX

TO QUARTERLY REPORT ON FORM 10-Q



Exhibit No.	Description

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

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

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

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

101	The following financial information from our Quarterly Report on Form 10-Q for the quarter ended June 30, 2017, filed on August 7, 2017, formatted in XBRL (eXtensible Business Reporting Language) includes: (i) the Condensed Balance Sheets at June 30, 2017 and December 31, 2016, (ii) the Condensed Statements of Operations for the three and six months ended June 30, 2017 and 2016, (iii) the Condensed Statements of Cash Flows for the six months ended June 30, 2017 and 2016, and (iv) the Notes to the Condensed Financial Statements

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

TABLE OF CONTENTS

Part I. Financial Informationprint Item 1. Financial Statementsprint Note 1. Significant Accounting Policiesprint Note 2. Earnings Per Shareprint Note 3. Shareholders' Equityprint Note 4. Long-term Debtprint Note 5. Commitments and Contingenciesprint Item 2. Management's Discussion and Analysis Of Financial Condition andprint Item 3. Quantitative and Qualitative Disclosures About Market Riskprint Item 4. Controls and Proceduresprint Part II. Other Informationprint Item 1. Legal Proceedingsprint Item 1A. Risk Factorsprint Item 2. Unregistered Sales Of Equity Securities and Use Of Proceedsprint Item 6. Exhibitsprint

DIRECTORS	AGE	BIO	OTHER DIRECTOR MEMBERSHIPS
William D Johnson	71	Executive Experience: Mr. Johnson most recently served as President and Chief Executive Officer of Pacific Gas & Electric Corporation, a utility company, from May 2019 through June 2020. Mr. Johnson also served as President and Chief Executive Officer of Tennessee Valley Authority, an electric utility company, from January 2013 to May 2019. Prior to joining Tennessee Valley Authority, Mr. Johnson held the positions of Chairman, President and CEO of Progress Energy, Inc. (“Progress”) from October 2007 to July 2012, and previously to that as President and Chief Operating Officer from 2005 to 2007. His career at Progress included leadership roles of increasing responsibility including as President, Energy Delivery from 2004 to 2005, President and Chief Executive Officer from 2002 to 2003, and Executive Vice President and General Counsel from 2000 to 2002 of Progress Energy Service Company. Mr. Johnson’s career began in 1992 at Carolina Power & Light Company (predecessor to Progress) where he held increasing senior management roles of Associate General Counsel and Manager, Legal Department; Vice President, Senior Counsel and Corporate Secretary and Senior Vice President and Corporate Secretary. Outside Board and Other Experience: Mr. Johnson has been a director of TC Energy Corp. since June 2021, where he currently serves on the Audit Committee and Human Resources Committee. Mr. Johnson previously served on the boards of the following utility industry groups or associations: Edison Electric Institute as Vice Chair, Nuclear Energy Institute as Chair, Institute of Nuclear Power Operations, World Association of Nuclear Operators as Governor and Nuclear Electric Insurance Limited. Skills and Qualifications: Mr. Johnson brings three decades of industry and leadership expertise to the Board. Mr. Johnson’s multiple tenures as CEO and vast experience with industry groups related to gas, electric, nuclear and other utilities provide him with extensive leadership skills in the utilities industry and a deep understanding of regulated industry operations. Mr. Johnson guided Pacific Gas & Electric Corporation through its emergence from bankruptcy and served as CEO of Progress during its merger with Duke Energy, through which he gained significant experience in complex corporate restructuring, transactions, and strategy. His experience has also informed an understanding of safety and risk oversight in the utilities industry that the Board values. This extensive experience and depth of knowledge gives Mr. Johnson a strong perspective on strategic operations within the industry and makes Mr. Johnson a valuable asset to the Board.
Theodore H Bunting Jr	66
Sondra L Barbour	62	Executive Experience: Ms. Barbour retired as Executive Vice President, Information Systems and Global Solutions, of Lockheed Martin Corporation (“Lockheed Martin”) in 2016 and served in a transition role at Leidos Holdings until her retirement in 2017. Ms. Barbour joined Lockheed Martin in 1986 and served in various leadership capacities and has extensive technology experience, notably in the design and development of large-scale information systems. From 2008 to 2013, Ms. Barbour served as Senior Vice President, Enterprise Business Services and Chief Information Officer, heading all of Lockheed Martin’s internal information technology operations, including protecting the company’s infrastructure and information from cyber threats. Prior to that role, Ms. Barbour served as Vice President, Corporate Shared Services and Vice President, Corporate Internal Audit providing oversight of supply chain activities, internal controls, and risk management. Outside Board and Other Experience: Ms. Barbour serves as a director of AGCO Corporation, where she chairs the Audit Committee, and is also a member of the Finance, Talent & Compensation and Executive Committees. Ms. Barbour is the Chair of Temple University’s Fox School of Business Management Information Systems Advisory Board. Ms. Barbour previously served as a director for each of 3M Company and Perspecta Inc. Skills and Qualifications: Ms. Barbour’s significant experience with information technology systems and cybersecurity is valuable in helping steer our development of technology and management of cyber risks. Ms. Barbour brings 30 years of leadership experience at Lockheed Martin where she oversaw complex information technology systems of a 110,000+ employee business. She brings significant risk management knowledge related to technology and supply chain oversight, which are of key importance to our success. Ms. Barbour also enhances the Board’s public company experience in the areas of internal controls, accounting, audit, risk management and cybersecurity.	AGCO CORP /DE
Peter A Altabef	65	Executive Experience: Mr. Altabef currently serves as Chair and CEO of Unisys Corporation, a global information technology company, a position he has held since January 2015 (becoming Chair in April 2018) and will cease being the CEO effective April 1, 2025, but will remain the Chair. Mr. Altabef also served as President from January 2015 through March 2020 and from November 2021 to May 2022. Prior to his current role, he served as president and CEO of MICROS Systems, Inc., a provider of integrated software and hardware solutions to the hospitality and retail industries, from 2013 to 2014, when it was acquired by Oracle Corporation. Before that, he served as president and CEO of Perot Systems Corporation from 2004 to 2009, when it was acquired by Dell Inc. Following that transaction, Mr. Altabef served as president of Dell Services, the information technology services and business process solutions unit of Dell Inc., until his departure in 2011. Outside Board and Other Experience: Mr. Altabef is Chair of the board of directors of Unisys Corporation. He is also a member of the President’s National Security Telecommunications Advisory Committee (NSTAC), a trustee of the Committee for Economic Development (CED), a member of the advisory board of Merit Energy Company, LLC and of the board of directors of Petrus Trust Company, LTA. He has previously served as a senior advisor to 2M Companies, Inc., in 2012, and as a director of MICROS Systems, Perot Systems Corporation and Belo Corporation. He is also active in community service activities, having served on the boards and committees of several cultural, medical, educational and charitable organizations and events. Skills and Qualifications: Mr. Altabef has experience leading large organizations as CEO and a strong background in strategic planning, financial reporting, risk management, business operations and corporate governance. He also has more than 25 years of senior leadership experience at some of the world’s leading information technology companies. As a result, he has a deep understanding of the cybersecurity issues facing businesses today. His overall leadership experience and his cybersecurity background provide the Board with valuable perspective and insight into significant issues that we face.
Michael E Jesanis	68	Executive Experience: Mr. Jesanis co-founded and was from 2013 to 2021 Managing Director of HotZero, LLC, a firm formed to develop hot water district energy systems in New England. Mr. Jesanis has served as an advisor to several startups in energy-related fields. From July 2004 through December 2006, Mr. Jesanis was President and CEO of National Grid USA, a natural gas and electric utility, and a subsidiary of National Grid plc, of which Mr. Jesanis was also an Executive Director. Prior to that position, Mr. Jesanis was COO and CFO of National Grid USA from January 2001 to July 2004 and CFO of its predecessor utility holding company from 1998 to 2000. Outside Board and Other Experience: Mr. Jesanis is a board member of El Paso Electric Company. He previously served as a director for several electric and energy companies, including Ameresco, Inc. Mr. Jesanis is the former chair of the board of a college and a past trustee (and past chair of the audit committee) of a university. Skills and Qualifications: By virtue of his former positions as President and CEO, COO and, prior thereto CFO, of a major electric and gas utility holding company as well as his role with an energy efficiency consulting firm, Mr. Jesanis has extensive experience with regulated utilities. He has strong financial acumen and extensive managerial experience, having led modernization efforts in the areas of operating infrastructure improvements, customer service enhancements and management team development. Mr. Jesanis also demonstrates a commitment to education as the former chair of the board of a college and a past trustee (and past chair of the audit committee) of a university. As a result of his former senior managerial roles and his non-profit board service, Mr. Jesanis also has expertise with board governance issues.
Lloyd M Yates	64	Executive Experience: Mr. Yates has served as President and CEO of NiSource since February 2022. Mr. Yates retired in 2019 from Duke Energy, where he most recently served as Executive Vice President, Customer and Delivery Operations, and President, Carolinas Region, since 2014. In this role, he was responsible for aligning customer-focused products and services to deliver a personalized end-to-end customer experience to position Duke Energy for long-term growth, as well as for the profit/loss, strategic direction and performance of Duke Energy’s regulated utilities in North Carolina and South Carolina. Previously, he served as Executive Vice President of Regulated Utilities at Duke Energy, overseeing Duke Energy’s utility operations in six states, federal government affairs, and environmental and energy policy at the state and federal levels, as well as Executive Vice President, Customer Operations, where he led the transmission, distribution, customer services, gas operations and grid modernization functions for millions of utility customers. He held various senior leadership roles at Progress Energy, Inc., prior to its merger with Duke Energy, from 2000 to 2012. Outside Board and Other Experience: Mr. Yates currently serves on the board of directors of Marsh & McLennan Companies. He previously served on the board of directors of American Water Works Company Inc. and Sonoco Products Company. Skills and Qualifications: Mr. Yates brings significant energy and regulated utility experience to our Board. He has over 40 years of experience in the energy industry, including in the areas of profit/loss management, customer service, nuclear and fossil generation and energy delivery. At Duke Energy, he used his operational experience to improve safety, reliability and the overall customer experience for millions of customers. He has expertise overseeing regulated utility operations, working with state regulators, and managing consumer and community affairs. He also has experience managing gas and grid modernization functions, which is valuable to our Board as we execute our business strategies. In addition, his experience as a director for other prominent public companies benefits our Board by bringing additional perspective to a variety of important areas of governance and strategic planning.
Kevin T Kabat	68	Executive Experience: From April 2007 to November 2015, Mr. Kabat was CEO of Fifth Third Bancorp, a bank holding company. He continued to serve as Vice Chair of the board of directors of Fifth Third Bancorp until his retirement in April 2016. Before becoming CEO, he served as Fifth Third Bancorp’s President from June 2006 to September 2012 and as Executive Vice President from December 2003 to June 2006. Additionally, he was previously President and CEO of Fifth Third Bank (Michigan). Prior to that position, he was Vice Chair and President of Old Kent Bank, which was acquired by Fifth Third Bancorp in 2001. Outside Board and Other Experience: Mr. Kabat has been a director of Unum Group since 2008 and is currently chair of the board. Mr. Kabat has been a director of Crown Castle Inc. since August 1, 2023. He previously served as a chair of the board of AltiGlobal Inc. from January 2023 to August 2023. He also previously served as the lead independent director of E*TRADE Financial Corporation. He has also held leadership positions on the boards and committees of local business, educational, cultural and charitable organizations and campaigns. Skills and Qualifications: Mr. Kabat has significant leadership experience as a CEO in a regulated industry at a public company. As a result, he has a deep understanding of operating in a regulatory environment and balancing the interests of many stakeholders. His extensive experience in strategic planning, risk management, financial reporting, internal controls and capital markets makes him an asset to the Board, as he is able to provide unique strategic insight, financial expertise and risk management skills. In addition, he has broad corporate governance skills and perspective gained from his service in leadership positions on the boards of other publicly traded companies.
John McAvoy	64	Executive Experience: Mr. Johnson most recently served as President and Chief Executive Officer of Pacific Gas & Electric Corporation, a utility company, from May 2019 through June 2020. Mr. Johnson also served as President and Chief Executive Officer of Tennessee Valley Authority, an electric utility company, from January 2013 to May 2019. Prior to joining Tennessee Valley Authority, Mr. Johnson held the positions of Chairman, President and CEO of Progress Energy, Inc. (“Progress”) from October 2007 to July 2012, and previously to that as President and Chief Operating Officer from 2005 to 2007. His career at Progress included leadership roles of increasing responsibility including as President, Energy Delivery from 2004 to 2005, President and Chief Executive Officer from 2002 to 2003, and Executive Vice President and General Counsel from 2000 to 2002 of Progress Energy Service Company. Mr. Johnson’s career began in 1992 at Carolina Power & Light Company (predecessor to Progress) where he held increasing senior management roles of Associate General Counsel and Manager, Legal Department; Vice President, Senior Counsel and Corporate Secretary and Senior Vice President and Corporate Secretary. Outside Board and Other Experience: Mr. Johnson has been a director of TC Energy Corp. since June 2021, where he currently serves on the Audit Committee and Human Resources Committee. Mr. Johnson previously served on the boards of the following utility industry groups or associations: Edison Electric Institute as Vice Chair, Nuclear Energy Institute as Chair, Institute of Nuclear Power Operations, World Association of Nuclear Operators as Governor and Nuclear Electric Insurance Limited. Skills and Qualifications: Mr. Johnson brings three decades of industry and leadership expertise to the Board. Mr. Johnson’s multiple tenures as CEO and vast experience with industry groups related to gas, electric, nuclear and other utilities provide him with extensive leadership skills in the utilities industry and a deep understanding of regulated industry operations. Mr. Johnson guided Pacific Gas & Electric Corporation through its emergence from bankruptcy and served as CEO of Progress during its merger with Duke Energy, through which he gained significant experience in complex corporate restructuring, transactions, and strategy. His experience has also informed an understanding of safety and risk oversight in the utilities industry that the Board values. This extensive experience and depth of knowledge gives Mr. Johnson a strong perspective on strategic operations within the industry and makes Mr. Johnson a valuable asset to the Board.
Eric L Butler	64	Executive Experience: Mr. Butler currently is President and CEO of Aswani-Butler Investment Associates, a private equity investment firm. Previously he served in a number of executive leadership roles at Union Pacific Corporation (“Union Pacific”), a transportation company located in Omaha, Nebraska, until his retirement in February 2018. He began his career at Union Pacific in 1986 and held leadership roles in finance, accounting, marketing and sales, supply, operations research and planning and human resources. He was Vice President of Financial Planning and Analysis from 1997 to 2000, Vice President of Purchasing and Supply Chain from 2000 to 2003, Vice President and General Manager of the Automotive Business from 2003 to 2005 and Vice President and General Manager of the Industrial Products Business from 2005 to 2012. He was Executive Vice President of Marketing and Sales and Chief Commercial Officer and ran the worldwide Commercial business from 2012 to 2017. He served as Executive Vice President, Chief Administrative Officer and Corporate Secretary from 2017 until his retirement. Outside Board and Other Experience: Mr. Butler was appointed to the Federal Reserve Bank of Kansas City’s Omaha Branch Board in 2015 and in 2018 was elected chair. His term on the Federal Reserve board ended in December 2020. He currently serves on the board of the Omaha Airport Authority, which he joined in 2007, and the Eastman Chemical Company Board, which he joined in 2022, and the West Fraser Timber Co. Ltd, which he joined in 2023. Skills and Qualifications: Mr. Butler developed and led strategic and financial planning, marketing, sales, commercial, and supply, procurement and purchasing for one of the largest transportation companies in the world, Union Pacific. He most recently led the corporate governance, human resources, labor relations and administration functions at Union Pacific. His knowledge of the railroad transportation industry and the challenges in maintaining top-tier safety, customer service and risk management standards while providing an important part of the nation’s infrastructure provides him with unique skills and insights that are valuable to the Board. In addition, he has experience in the purchase of fuel and energy materials and equipment. As a result, Mr. Butler has an understanding of the aging infrastructure, safety, organizational and regulatory issues facing utilities today and provides a viewpoint from an industry that is similarly positioned. His overall leadership experience and his regulated public company background provides the Board with another perspective on significant issues that we face.
Deborah A P Hersman	54	Executive Experience: From November 2024 to December 2024, Ms. Hersman served as Special Assistant to Senator Thomas Carper. Ms. Hersman served as Chief Safety Officer and advisor at Waymo LLC, the self-driving car technology subsidiary of Alphabet Inc., from January 2019 to December 2020. From 2014 to 2019, she served as president and CEO of the National Safety Council, a nonprofit organization focused on eliminating preventable deaths at work, in homes and communities, and on the road through leadership, research, education and advocacy. Outside Board and Other Experience: From 2004 to 2014, Ms. Hersman served as a board member and from 2009-2014 as chair of the National Transportation Safety Board (the “NTSB”). Previously she served in a professional staff role for the U.S. Senate Commerce, Science and Transportation Committee where she played key roles in crafting the Pipeline Safety Improvement Act of 2002 and legislation establishing a new modal administration focused on bus and truck safety. On June 29, 2023, she was appointed to the Board of One Gas (NYSE: OGS). She previously served on the Board of Velodyne (NASDAQ: VLDR). Skills and Qualifications: Ms. Hersman is a seasoned executive, having previously served as the CEO of the National Safety Council and as the chair and chief executive at the NTSB. She has a successful track record running complex safety-focused organizations with numerous stakeholders. A widely respected safety leader driven by mission and a passion for preserving human life, Ms. Hersman also has expertise in the details of navigating crises and strong experience with safety policy legislation and advocacy. Ms. Hersman’s extensive safety experience is of great value to the Board as we continue to implement our safety management system and meet our safety commitments to our customers and stakeholders.	ONE Gas, Inc.
Deborah A Henretta	63	Executive Experience: Ms. Henretta currently is a partner at Council Advisors company, where she serves as Senior Advisor spearheading digital transformation practice for SSA & Company. She retired from Procter & Gamble (“P&G”) in 2015, where she served as Group President of Global e-Business. Prior to her appointment as Group President of Global e-Business, she held various senior positions throughout several P&G sectors, including as Group President of Global Beauty from 2012 to 2015 and as Group President of P&G Asia from 2007 to 2012. Prior to her appointment as Group President of P&G Asia, she was President of P&G’s business in ASEAN, Australia and India from 2005 to 2007. She joined P&G in 1985. Outside Board and Other Experience: Ms. Henretta has been a director at American Eagle Outfitters, Inc. since 2019, a director at Meritage Homes since 2017 and a director at Corning Incorporated since 2013. Ms. Henretta previously served as a director of Staples, Inc. from June 2016 until September 2017. Additionally, she serves on the board of trustees for Syracuse University. Skills and Qualifications: Ms. Henretta has over 30 years of business leadership experience with P&G in a multi-jurisdictional regulatory and competitive business environment. She has experience across many markets, including profit and loss responsibility for multi-billion-dollar businesses at P&G and responsibility for strategic planning, sales, marketing, e-business, government relations and customer service. Ms. Henretta led a dynamic business segment and is, therefore, keenly aware of the delicate balance of keeping pace with customer expectations in a changing environment, as well as maximizing the benefits that inclusion and diversity can provide. Because of this experience, Ms. Henretta brings valuable insights to the Board and strategic leadership to us as we operate in multiple regulatory environments and develop products and customer service programs to meet our customer commitments. In her previous partner role at G100 Companies, she assisted in establishing a Board Excellence Program, which provides board director education.	AMERICAN EAGLE OUTFITTERS INC
Cassandra S Lee	56	Executive Experience: Ms. Lee is an experienced financial and operational leader with extensive knowledge of the telecommunication industry, currently serving as Senior Vice President and CFO for AT&T Inc. (“AT&T”) Mobility and Consumer Wireline Segments, a position she has held since 2024. Ms. Lee joined AT&T in 1993 and has served in various leadership capacities, including Chief Audit Executive from 2021 to 2024 and Senior Vice President and Chief Financial Officer, AT&T Network, Technology and Capital Management from 2018 to 2021. Outside Board and Other Experience: Ms. Lee currently serves on the Board of Directors of Andretti Acquisition Corp. II and on the Board of Trustees for the National Urban League. Ms. Lee previously served as a director of Andretti Acquisition Corp. Skills and Qualifications: In more than three decades with AT&T, Ms. Lee has acquired a wealth of expertise in various areas including retail operations, distribution strategy, global supply chain, mergers, acquisitions, and integration, capital management, network and other capacity planning, and shared services operations. Her vast and multifaceted experience in the telecommunication industry translates well in her service on the Board. Ms. Lee also has significant public company financial oversight and leadership experience that strengthens the Board’s depth of financial acumen. Ms. Lee is a certified public accountant and veteran of the United States Army.

Name and Principal Position	Year	Salary ($)	Bonus ($)	Stock Awards ($)	Non-equity Incentive Plan Compensation ($)	All Other Compensation ($)	Total ($)
Lloyd Yates President and CEO	2024	1,133,334	—	8,266,041	3,230,100	155,495	12,784,970
	2023	1,041,667	—	5,208,422	2,500,000	466,592	9,216,680
	2022	879,167	500,000	4,671,273	954,828	108,238	7,113,506
Shawn Anderson EVP and CFO	2024	633,333	—	3,562,248	925,000	74,657	5,195,238
	2023	518,478	—	1,137,093	809,798	95,367	2,560,736
	2022	391,667	—	953,324	332,901	43,408	1,712,300
Melody Birmingham EVP and Group President, Utilities	2024	665,883	—	1,583,297	975,000	77,285	3,301,416
	2023	641,667	—	1,335,553	818,125	112,704	2,908,049
	2022	312,500	225,000	2,397,721	276,680	127,324	3,339,225
William Jefferson EVP, Chief Operating and Safety Officer	2024	612,500	—	1,476,953	925,000	74,033	3,088,486
	2023	537,500	—	1,138,849	805,242	96,247	2,577,838
	2022	237,500	150,000	1,496,725	196,258	116,493	2,196,976
Michael Luhrs EVP, Technology, Customer and Chief Commercial Officer	2024	591,667	—	1,417,877	975,000	55,558	3,040,101
	2023	422,464	350,000	1,443,585	538,641	171,754	2,926,443
	2022	—	—	—	—	—	—

Customer name	Ticker
Archer-Daniels-Midland Company	ADM
Hub Group, Inc.	HUBG
NIKE, Inc.	NKE

Owner	Position	Direct Shares	Indirect Shares
Yates Lloyd M	-	351,748	0
Brown Donald Eugene	-	186,995	2,449
Anderson Shawn	-	157,879	791
Yates Lloyd M	-	131,242	0
Luhrs Michael	-	87,552	0
Anderson Shawn	-	63,582	741
ALTABEF PETER	-	52,675	0
Birmingham Melody	-	46,259	0
Birmingham Melody	-	41,923	0
Jefferson William Jr.	-	33,129	0
Jefferson William Jr.	-	30,905	0
Gode Gunnar	-	24,758	0
Cuccia Kimberly S	-	20,329	3,528
Berman Melanie B.	-	19,978	0
Jesanis Michael E	-	18,541	30,190
Luhrs Michael	-	18,485	0
Cuccia Kimberly S	-	18,229	3,631
Berman Melanie B.	-	13,933	0
McAvoy John	-	939	0

ODFL 10-Q Quarter ended June 30, 2017