Unregistered Sales of Equity Securities and Use of Proceeds
−Removed: On May 1, 2020, we announced that our Board of Directors had approved a two-year stock repurchase program authorizing us to repurchase up to an aggregate of $700.0 million of our outstanding common stock (the “2020 Repurchase Program”).
−Removed: The 2020 Repurchase Program became effective upon the termination of our $350.0 million repurchase program on May 29, 2020.
−Removed: Under our repurchase programs, we may repurchase shares from time to time in open market purchases or through privately negotiated transactions.
−Removed: Shares of our common stock repurchased under our repurchase programs are canceled at the time of repurchase and are classified as authorized but unissued shares of our common stock.
−Removed: On July 28, 2021, we announced that our Board of Directors had approved a new stock repurchase program authorizing us to repurchase up to an aggregate of $2.0 billion of our outstanding common stock (the “2021 Repurchase Program”).
−Removed: The 2021 Repurchase Program, which does not have an expiration date, will begin after the completion of the 2020 Repurchase Program.
−Removed: At September 30, 2021, our repurchase programs had $2.02 billion remaining available, including $62.5 million that is deferred until final settlement occurs on the August 2021 ASR Agreement (as defined below), leaving $1.96 billion remaining available and uncommitted.
−Removed: The following table provides information regarding our repurchases of our common stock during the third quarter of 2021:
+Added: The following table provides information regarding our repurchases of our common stock during the first quarter of 2022:
ISSUER PURCHASES OF EQUITY SECURITIES
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Approximate Dollar Value of Shares that May Yet Be Purchased Under the Programs
−Removed: July 1 - 31, 2021
+Added: January 1 - 31, 2022 (1) (2)
1,956,268,862
−Removed: August 1 - 31, 2021 (1) (2)
+Added: February 1 - 28, 2022 (3) (4)
1,617,917,198
−Removed: September 1 - 30, 2021
+Added: March 1 - 31, 2022
1,617,917,198
−Removed: The total number of shares purchased includes the final settlement of 140,716 shares of our common stock under an accelerated share repurchase agreement entered into with a third-party financial institution on February 25, 2021.
+Added: The total number of shares purchased includes the final settlement of 123,410 shares of our common stock under the August 2021 ASR Agreement.
The final number of shares received was based on the daily volume-weighted average share price during the term of agreement, less a negotiated discount.
−Removed: The total number of shares purchased includes the initial delivery of 655,365 shares of our common stock under an accelerated share repurchase agreement entered into with a third-party financial institution on August 26, 2021 (the “August 2021 ASR Agreement”), representing approximately 75% of the total value of shares to be received by us under the terms of the agreement.
−Removed: The remaining shares are expected to settle during the first quarter of 2022, but may settle earlier in certain circumstances.
−Removed: The total number of shares repurchased and the related cost per share will be based on the daily volume-weighted average share price of our common stock during the term of the agreement, less a negotiated discount.
+Added: Under the August 2021 ASR Agreement, we repurchased 778,775 shares for $250.0 million, at an average price of $321.02 per share.
+Added: This amount includes 868 shares of our common stock surrendered by employees to satisfy tax withholding obligations in connection with the vesting of employee equity awards granted under our 2016 Stock Incentive Plan.
+Added: The total number of shares purchased includes the initial delivery of 1,018,157 shares of our common stock under the February 2022 ASR Agreement, representing approximately 75% of the total value of shares to be received by us under the agreement.
+Added: The remaining balance was settled during April 2022, with the final number of shares received based on the daily volume-weighted average share price of our common stock over the term of the agreement, less a negotiated discount.
+Added: Under the February 2022 ASR Agreement, we repurchased 1,390,966 shares for $400.0 million, at an average price of $287.57 per share.
+Added: This amount includes 26,252 shares of our common stock surrendered by employees to satisfy tax withholding obligations in connection with the vesting of employee equity awards granted under our 2016 Stock Incentive Plan.
+Added: On July 28, 2021, we announced that our Board of Directors had approved a new stock repurchase program authorizing us to repurchase up to an aggregate of $2.0 billion of our outstanding common stock (the “2021 Repurchase Program”).
+Added: The 2021 Repurchase Program, which does not have an expiration date, began after the completion of the 2020 Repurchase Program in January 2022.
+Added: Under our repurchase program, we may repurchase shares from time to time in open market purchases or through privately negotiated transactions.
+Added: Shares of our common stock repurchased under our repurchase programs are canceled at the time of repurchase and are classified as authorized but unissued shares of our common stock.
The exhibits listed in the accompanying Exhibit Index are filed as a part of this report.
7 unchanged sentences
Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
−Removed: The following financial information from our Quarterly Report on Form 10-Q for the quarter ended September 30, 2021, filed on November 3, 2021, formatted in iXBRL ( Inline eXtensible Business Reporting Language) includes:
−Removed: (i) the Condensed Balance Sheets at September 30, 2021 and December 31, 2020, (ii) the Condensed Statements of Operations for the three and nine months ended September 30, 2021 and 2020, (iii) the Condensed Statements of Changes in Shareholders’ Equity for the three and nine months ended September 30, 2021 and 2020, (iv) the Condensed Statements of Cash Flows for the nine months ended September 30, 2021 and 2020, and (v) the Notes to the Condensed Financial Statements
−Removed: The cover page from our Quarterly Report on Form 10-Q for the quarter ended September 30, 2021, formatted in iXBRL
+Added: The following financial information from our Quarterly Report on Form 10-Q for the quarter ended March 31, 2022, filed on May 4, 2022, formatted in iXBRL ( Inline eXtensible Business Reporting Language) includes:
+Added: (i) the Condensed Balance Sheets at March 31, 2022 and December 31, 2021, (ii) the Condensed Statements of Operations for the three months ended March 31, 2022 and 2021, (iii) the Condensed Statements of Changes in Shareholders’ Equity for the three months ended March 31, 2022 and 2021, (iv) the Condensed Statements of Cash Flows for the three months ended March 31, 2022 and 2021, and (v) the Notes to the Condensed Financial Statements
+Added: The cover page from our Quarterly Report on Form 10-Q for the quarter ended March 31, 2022, formatted in iXBRL
Our SEC file number reference for documents filed with the SEC pursuant to the Securities Exchange Act of 1934, as amended, is 0-19582.
1 unchanged sentence
OLD DOMINION FREIGHT LINE, INC.
−Removed: November 3, 2021
Senior Vice President - Finance and Chief Financial Officer
(Principal Financial Officer)
−Removed: November 3, 2021
/s/ KIMBERLY S.
2 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.