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UNITED STATESSECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2017OR
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
500 Old Dominion WayThomasville, NC 27360
(Address of principal executive offices)(Zip Code)
(336) 889-5000(Registrants telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which registeredCommon Stock ($0.10 par value)
The Nasdaq Stock Market LLC(Nasdaq Global Select Market)
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No
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 ExchangeAct of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) hasbeen subject to such filing requirements for the past 90 days. Yes No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every InteractiveData File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (232.405 of this chapter) during the preceding 12months (or for such shorter period that the registrant was required to submit and post such files). Yes No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (229.405 of this chapter) is not containedherein, and will not be contained, to the best of registrants knowledge, in definitive proxy or information statements incorporated byreference in Part III of this Form 10-K or any amendment to this Form 10-K.
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reportingcompany, or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reportingcompany, and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer Accelerated filer
Smaller reporting company (Do not check if a smaller reporting company)
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complyingwith 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 Act). Yes No
The aggregate market value of voting stock held by non-affiliates of the registrant as of June 30, 2017 was $6,264,630,995, based on theclosing sales price as reported on the Nasdaq Global Select Market.
As of February 23, 2018, the registrant had 82,374,451 outstanding shares of Common Stock ($0.10 par value).
DOCUMENTS INCORPORATED BY REFERENCE
Certain portions of the Companys Proxy Statement for the 2018 Annual Meeting of Shareholders are incorporated by reference into PartIII of this report.
Forward-Looking Information 1
Part I 1 Item 1 Business 1Item 1A Risk Factors 7Item 1B Unresolved Staff Comments 15Item 2 Properties 16Item 3 Legal Proceedings 16Item 4 Mine Safety Disclosures 16
Part II 17 Item 5 Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 17Item 6 Selected Financial Data 19Item 7 Managements Discussion and Analysis of Financial Condition and Results of Operations 20Item 7A Quantitative and Qualitative Disclosures about Market Risk 29Item 8 Financial Statements and Supplementary Data 31Item 9 Changes in and Disagreements With Accountants on Accounting and Financial Disclosure 49Item 9A Controls and Procedures 49Item 9B Other Information 51
Part III 51 Item 10 Directors, Executive Officers and Corporate Governance 51Item 11 Executive Compensation 51Item 12 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 51Item 13 Certain Relationships and Related Transactions, and Director Independence 51Item 14 Principal Accounting Fees and Services 51
Part IV 52 Item 15 Exhibits, Financial Statement Schedules 52Item 16 Form 10-K Summary 53
Exhibit Index 54Signatures 57
Forward-looking statements appear in this Annual Report, including but not limited to Item 7, Managements Discussion andAnalysis of Financial Condition and Results of Operations, and in other written and oral statements made by or on behalf of us. Theseforward-looking statements include, but are not limited to, statements relating to our goals, strategies, expectations, competitiveenvironment, compliance with regulations, availability of resources, future events and future financial performance. Such forward-lookingstatements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-lookingstatements 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 risksand uncertainties that could cause actual events or results to differ materially from those expressed or implied herein, including, but notlimited to, the risk factors detailed in this Annual Report.
Our forward-looking statements are based on our beliefs and assumptions using information available at the time the statements aremade. We caution the reader not to place undue reliance on our forward-looking statements as (i) these statements are neither a predictionnor a guarantee of future events or circumstances and (ii) the assumptions, beliefs, expectations and projections about future events maydiffer materially from actual results. We undertake no obligation to publicly update any forward-looking statement to reflect developmentsoccurring after the statement is made, except to the extent required by law.
ITEM 1. BUSINESS
Unless the context requires otherwise, references in this report to Old Dominion, the Company, we, us and our refer to OldDominion Freight Line, Inc.
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 ("P&D"), through a single integratedorganization. In addition to our core LTL services, we offer a range of value-added services including container drayage, truckloadbrokerage, supply chain consulting and warehousing. More than 97% of our revenue has historically been derived from transporting LTLshipments for our customers, whose demand for our services is generally tied to industrial production and the overall health of the U.S.domestic economy.
We have grown to be the fourth largest LTL motor carrier in the United States, as measured by 2016 revenue, from the sixth largestLTL motor carrier in the United States, as measured by 2011 revenue, according to Transport Topics. We have increased our revenue andcustomer base over this five-year period primarily through organic market share growth. Our infrastructure allows us to provide next-dayand second-day service through each of our regions covering the continental United States. We opened 10 and 22 new service centers overthe past five and ten years, respectively, for a total of 228 service centers at December 31, 2017. We believe this expansion producedincreased capacity within our service center network and provides us with opportunities for future growth.
We believe the growth in demand for our services can be attributed to our ability to consistently provide a superior level of customerservice at a fair price, which allows our customers to meet their supply chain needs. Our integrated structure allows us to offer ourcustomers consistent high-quality service from origin to destination, and we believe our operating structure and proprietary informationsystems enable us to efficiently manage our operating costs. Our services are complemented by our technological capabilities, which webelieve provide the tools to improve the efficiency of our operations while also empowering our customers to manage their individualshipping needs.
We were founded in 1934 and incorporated in Virginia in 1950. Our principal executive offices are located at 500 Old DominionWay, Thomasville, North Carolina 27360. Please refer to the Balance Sheets and Statements of Operations included in Item 8, FinancialStatements and Supplementary Data in this report for information regarding our total assets, revenue from operations and net income.
Trucking companies provide transportation services to virtually every industry operating in the United States and generally offerhig