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

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

| Delaware                                 | 13-3361050             |
|------------------------------------------|------------------------|
| (State or other jurisdiction of          | (I.R.S. Employer       |
| Incorporation or organization)           | Identification Number) |
|                                     |                   |
| 9503 East 33rd Street                    |                   |
| Indianapolis, IN                         | 46235                  |
| (Address of principal executive offices) | (Zip Code)             |

| Title of each class                                           | Name of each exchange on which registered |
|---------------------------------------------------------------|-------------------------------------------|
| Common Stock ($0.033 par value)                               | New York Stock Exchange                   |
| Series A Junior Participating Preferred Stock Purchase Rights | New York Stock Exchange                   |

| Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.                                                                                                                                                                                                                                                                     | oYes       | xNo       |
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|-----------|
|                                                                                                                                                                                                                                                                                                                                                                                        |       |      |
| Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 of Section 15(d) of the Act.                                                                                                                                                                                                                                                                | oYes       | xNo       |
|                                                                                                                                                                                                                                                                                                                                                                                        |       |      |
| 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                                     |  xYes |  oNo |
|                                                                                                                                                                                                                                                                                                                                                                                        |       |      |
| Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, 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). |  xYes |  oNo |
|                                                                                                                                                                                                                                                                                                                                                                                        |
| Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.                                                       |  o    |

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

| Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). | oYes | xNo |
|---------------------------------------------------------------------------------------------------------|------|-----|

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TABLE OF CONTENTS

| PART II                                                 | Page                                            |
|---------------------------------------------------------|-------------------------------------------------|
|                                                    |                                            |   |   |
|                                                    | Item 8.                                         | Financial Statements and Supplementary Data | 4 |
|                                                    |                                            |
| PART IV                                                 |                                            |
|                                                    |                                            |
|                                                    | Item 15.                                        | Exhibits and Financial Statement Schedules | 29 |
|                                                    |                                            |
| SIGNATURES                                              | 32                                              |
|                                                    |                                            |
| Report of Independent Registered Public Accounting Firm | 5                                               |
|                                                    | Consolidated Statements of Operations           | 8 |
|                                                    | Consolidated Statements of Comprehensive Income | 9 |
|                                                    | Consolidated Balance Sheets                     | 10 |
|                                                    | Consolidated Statements of Cash Flows           | 11 |
|                                                    | Consolidated Statements of Stockholders' Equity | 12 |
|                                                    | Notes to Consolidated Financial Statements      | 13 |

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Table of Contents

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Table of Contents

Item 8. 

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Table of Contents

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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Table of Contents

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Table of Contents

REPORT OF INDEPENDENT 

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Table of Contents

CELADON GROUP, INC

|                                   |   | 2014   |    |   | 2013   |   |    | 2012   |   |
|----------------------------------------|--------|--------|---------|--------|--------|--------|---------|--------|--------|
| Operating Revenue:                     |   |   |    |   |   |   |    |   |   |
| Freight revenue                        |   | $      | 615,411 |   |   | $      | 489,035 |   |   | $ | 475,116 |   |
| Fuel surcharges                        |   |   | 143,900 |   |   |   | 124,613 |   |   |   | 123,836 |   |
| Total revenue                          |   |   | 759,311 |   |   |   | 613,648 |   |   |   | 598,952 |   |
|                                   |   |   |    |   |   |   |    |   |   |   |   |   |
| Operating expenses:                    |   |   |    |   |   |   |    |   |   |   |   |   |
| Salaries, wages, and employee benefits |   |   | 209,938 |   |   |   | 165,485 |   |   |   | 158,948 |   |
| Fuel                                   |   |   | 171,695 |   |   |   | 143,807 |   |   |   | 156,207 |   |
| Purchased transportation               |   |   | 173,940 |   |   |   | 125,741 |   |   |   | 108,866 |   |
| Revenue equipment rentals              |   |   | 6,621   |   |   |   | 6,973   |   |   |   | 5,986 |   |
| Operations and maintenance             |   |   | 49,709  |   |   |   | 32,669  |   |   |   | 39,189 |   |
| Insurance and claims                   |   |   | 19,252  |   |   |   | 15,251  |   |   |   | 13,899 |   |
| Depreciation and amortization          |   |   | 57,843  |   |   |   | 50,767  |   |   |   | 47,214 |   |
| Communications and utilities           |   |   | 6,409   |   |   |   | 5,408   |   |   |   | 4,292 |   |
| Operating taxes and licenses           |   |   | 13,275  |   |   |   | 10,451  |   |   |   | 10,308 |   |
| General and other operating            |   |   | 11,195  |   |   |   | 8,424   |   |   |   | 7,284 |   |
| Total operating expenses               |   |   | 719,877 |   |   |   | 564,976 |   |   |   | 552,193 |   |
|                                   |   |   |    |   |   |   |    |   |   |   |   |   |
| Operating income                       |   |   | 39,434  |   |   |   | 48,672  |   |   |   | 46,759 |   |
|                                   |   |   |    |   |   |   |    |   |   |   |   |   |
| Other (income) expense:                |   |   |    |   |   |   |    |   |   |   |   |   |
| Interest expense                       |   |   | 5,071   |   |   |   | 4,931   |   |   |   | 5,684 |   |
| Interest income                        |   |   | (12     | )      |   |   | ---     |   |   |   | (56 | ) |
| Other income, net                      |   |   | (15,996 | )      |   |   | (994    | )      |   |   | (412 | ) |
| Income before income taxes             |   |   | 50,371  |   |   |   | 44,735  |   |   |   | 41,543 |   |
| Provision for income taxes             |   |   | 19,690  |   |   |   | 17,471  |   |   |   | 16,007 |   |
| Net income                             |   | $      | 30,681  |   |   | $      | 27,264  |   |   | $ | 25,536 |   |
|                                   |   |   |    |   |   |   |    |   |   |   |   |   |
| Earnings per common share:             |   |   |    |   |   |   |    |   |   |   |   |   |
| Diluted earnings per share             |   | $      | 1.29    |   |   | $      | 1.17    |   |   | $ | 1.12 |   |
| Basic earnings per share               |   | $      | 1.33    |   |   | $      | 1.20    |   |   | $ | 1.15 |   |
| Weighted average shares outstanding:   |   |   |    |   |   |   |    |   |   |   |   |   |
| Diluted                                |   |   | 23,755  |   |   |   | 23,393  |   |   |   | 22,872 |   |
| Basic                                  |   |   | 23,014  |   |   |   | 22,641  |   |   |   | 22,264 |   |

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CELADON GROUP, INC

|                                                                  |   | 2014   |   |   | 2013   |   |   | 2012   |   |
|-----------------------------------------------------------------------|--------|--------|--------|--------|--------|--------|--------|--------|--------|
|                                                                  |   |   |   |   |   |   |   |   |   |
| Net Income                                                            |   | $      | 30,681 |   |   | $      | 27,264 |   |   | $ | 25,536 |   |
| Other comprehensive income (loss):                                    |   |   |   |   |   |   |   |   |   |   |   |   |
| Unrealized gain (loss) on fuel derivative instruments, net of tax     |   |   | (45    | )      |   |   | 104    |   |   |   | (446 | ) |
| Unrealized gain (loss) on currency derivative instruments, net of tax |   |   | 105    |   |   |   | (78    | )      |   |   | (96 | ) |
| Foreign currency translation adjustments                              |   |   | (784   | )      |   |   | (324   | )      |   |   | (3,469 | ) |
| Total other comprehensive income (loss)                               |   |   | (724   | )      |   |   | (298   | )      |   |   | (4,011 | ) |
| Comprehensive income                                                  |   | $      | 29,957 |   |   | $      | 26,966 |   |   | $ | 21,525 |   |

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CELADON GROUP, INC

| ASSETS                                                                                                                                                 |   | 2014   |    |   | 2013   |   |
|--------------------------------------------------------------------------------------------------------------------------------------------------------|--------|--------|---------|--------|--------|--------|
|                                                                                                                                                   |   |   |    |   |   |   |
| Current assets:                                                                                                                                        |   |   |    |   |   |   |
| Cash and cash equivalents                                                                                                                              |   | $      | 15,508  |   |   | $      | 1,315 |   |
| Trade receivables, net of allowance for doubtful accounts of $942 and $919 in 2014 and 2013, respectively                                              |   |   | 105,968 |   |   |   | 77,623 |   |
| Prepaid expenses and other current assets                                                                                                              |   |   | 26,288  |   |   |   | 13,434 |   |
| Tires in service                                                                                                                                       |   |   | 2,227   |   |   |   | 1,245 |   |
| Equipment held for resale                                                                                                                              |   |   | 3,148   |   |   |   | 9,923 |   |
| Income tax receivable                                                                                                                                  |   |   | 6,395   |   |   |   | 9,506 |   |
| Deferred income taxes                                                                                                                                  |   |   | 7,651   |   |   |   | 4,342 |   |
| Total current assets                                                                                                                                   |   |   | 167,185 |   |   |   | 117,388 |   |
| Property and equipment                                                                                                                                 |   |   | 643,888 |   |   |   | 612,236 |   |
| Less accumulated depreciation and amortization                                                                                                         |   |   | 151,059 |   |   |   | 115,366 |   |
| Net property and equipment                                                                                                                             |   |   | 492,829 |   |   |   | 496,870 |   |
| Tires in service                                                                                                                                       |   |   | 2,720   |   |   |   | 1,785 |   |
| Goodwill                                                                                                                                               |   |   | 22,810  |   |   |   | 17,730 |   |
| Investment in joint venture                                                                                                                            |   |   | ---     |   |   |   | 4,604 |   |
| Other assets                                                                                                                                           |   |   | 5,271   |   |   |   | 2,785 |   |
| Total assets                                                                                                                                           |   | $      | 690,815 |   |   | $      | 641,162 |   |
|                                                                                                                                                   |   |   |    |   |   |   |   |   |
| LIABILITIES AND STOCKHOLDERS' EQUITY                                                                                                                   |   |   |    |   |   |   |   |   |
|                                                                                                                                                   |   |   |    |   |   |   |   |   |
| Current liabilities:                                                                                                                                   |   |   |    |   |   |   |   |   |
| Accounts payable                                                                                                                                       |   | $      | 11,017  |   |   | $      | 10,401 |   |
| Accrued salaries and benefits                                                                                                                          |   |   | 13,902  |   |   |   | 11,197 |   |
| Accrued insurance and claims                                                                                                                           |   |   | 11,568  |   |   |   | 10,092 |   |
| Accrued fuel expense                                                                                                                                   |   |   | 11,306  |   |   |   | 7,461 |   |
| Other accrued expenses                                                                                                                                 |   |   | 33,453  |   |   |   | 20,070 |   |
| Current maturities of capital lease obligations                                                                                                        |   |   | 67,439  |   |   |   | 25,669 |   |
| Current maturities of long-term debt                                                                                                                   |   |   | 3,690   |   |   |   | --- |   |
| Total current liabilities                                                                                                                              |   |   | 152,375 |   |   |   | 84,890 |   |
| Capital lease obligations, net of current maturities                                                                                                   |   |   | 119,665 |   |   |   | 190,625 |   |
| Long-term debt                                                                                                                                         |   |   | 83,497  |   |   |   | 78,137 |   |
| Deferred income taxes                                                                                                                                  |   |   | 76,275  |   |   |   | 61,821 |   |
| Stockholders' equity:                                                                                                                                  |   |   |    |   |   |   |   |   |
| Common stock, $0.033 par value, authorized 40,000 shares; issued and outstanding 24,060 and 23,887 shares at June 30, 2014 and 2013, respectively |   |   | 794     |   |   |   | 788 |   |
| Treasury stock at cost; 500 and 696 shares at June 30, 2014 and 2013, respectively                                                                     |   |   | (3,453  | )      |   |   | (4,811 | ) |
| Additional paid-in capital                                                                                                                             |   |   | 107,579 |   |   |   | 103,749 |   |
| Retained earnings                                                                                                                                      |   |   | 160,068 |   |   |   | 131,224 |   |
| Accumulated other comprehensive loss                                                                                                                   |   |   | (5,985  | )      |   |   | (5,261 | ) |
| Total stockholders' equity                                                                                                                             |   |   | 259,003 |   |   |   | 225,689 |   |
| Total liabilities and stockholders' equity                                                                                                             |   | $      | 690,815 |   |   | $      | 641,162 |   |

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CELADON GROUP, INC

|                                                                              |   | 2014   |     |   | 2013   |   |     | 2012   |   |
|-----------------------------------------------------------------------------------|--------|--------|----------|--------|--------|--------|----------|--------|--------|
|                                                                              |   |   |     |   |   |   |     |   |   |
| Cash flows from operating activities:                                             |   |   |     |   |   |   |     |   |   |
| Net income                                                                        |   | $      | 30,681   |   |   | $      | 27,264   |   |   | $ | 25,536 |   |
| Adjustments to reconcile net income to net cash provided by operating activities: |   |   |     |   |   |   |     |   |   |   |   |   |
| Depreciation and amortization                                                     |   |   | 64,800   |   |   |   | 57,812   |   |   |   | 55,777 |   |
| (Gain) / loss on sale of equipment                                                |   |   | (6,736   | )      |   |   | (6,813   | )      |   |   | (8,221 | ) |
| Gain from sale of minority investment                                             |   |   | (17,143  | )      |   |   | ---      |   |   |   | --- |   |
| Deferred income taxes                                                             |   |   | 5,210    |   |   |   | 20,537   |   |   |   | 6,627 |   |
| Provision for doubtful accounts                                                   |   |   | 100      |   |   |   | (1       | )      |   |   | 10 |   |
| Stock based compensation expense                                                  |   |   | 2,077    |   |   |   | 3,850    |   |   |   | 2,483 |   |
| Changes in assets and liabilities:                                                |   |   |     |   |   |   |     |   |   |   |   |   |
| Trade receivables                                                                 |   |   | (17,125  | )      |   |   | (2,129   | )      |   |   | (3,124 | ) |
| Income tax receivable and payable                                                 |   |   | 7,905    |   |   |   | (11,124  | )      |   |   | (410 | ) |
| Tires in service                                                                  |   |   | (1,917   | )      |   |   | 2,016    |   |   |   | 5,205 |   |
| Prepaid expenses and other current assets                                         |   |   | (10,409  | )      |   |   | (1,058   | )      |   |   | 2,631 |   |
| Other assets                                                                      |   |   | 886      |   |   |   | (1,200   | )      |   |   | (910 | ) |
| Accounts payable and accrued expenses                                             |   |   | 11,988   |   |   |   | (2,445   | )      |   |   | (8,510 | ) |
| Net cash provided by operating activities                                         |   |   | 70,317   |   |   |   | 86,709   |   |   |   | 77,094 |   |
| Cash flows from investing activities:                                             |   |   |     |   |   |   |     |   |   |   |   |   |
| Purchase of property and equipment                                                |   |   | (82,826  | )      |   |   | (169,511 | )      |   |   | (95,457 | ) |
| Proceeds on sale of property and equipment                                        |   |   | 103,926  |   |   |   | 105,444  |   |   |   | 155,528 |   |
| Proceeds from sale of minority interest                                           |   |   | 21,000   |   |   |   | ---      |   |   |   | --- |   |
| Purchase of available for sale securities                                         |   |   | ---      |   |   |   | ---      |   |   |   | (4,661 | ) |
| Sale of securities                                                                |   |   | ---      |   |   |   | ---      |   |   |   | 4,922 |   |
| Purchase of businesses, net of cash acquired                                      |   |   | (36,602  | )      |   |   | (39,484  | )      |   |   | (41,856 | ) |
| Net cash provided by ( used in) investing activities                              |   |   | 5,498    |   |   |   | (103,551 | )      |   |   | 18,476 |   |
| Cash flows from financing activities:                                             |   |   |     |   |   |   |     |   |   |   |   |   |
| Proceeds from issuance of common stock                                            |   |   | 2,985    |   |   |   | 1,892    |   |   |   | 548 |   |
| Borrowings on long-term debt                                                      |   |   | 325,520  |   |   |   | 388,009  |   |   |   | 256,667 |   |
| Payments on long-term debt                                                        |   |   | (358,466 | )      |   |   | (333,539 | )      |   |   | (256,667 | ) |
| Dividends paid                                                                    |   |   | (1,837   | )      |   |   | (1,805   | )      |   |   | (1,337 | ) |
| Principal payments on capital lease obligations                                   |   |   | (29,190  | )      |   |   | (70,066  | )      |   |   | (86,115 | ) |
| Net cash used in financing activities                                             |   |   | (60,988  | )      |   |   | (15,509  | )      |   |   | (86,904 | ) |
| Effect of exchange rates on cash and cash equivalents                             |   |   | (634     | )      |   |   | 20       |   |   |   | (693 | ) |
| Increase (decrease) in cash and cash equivalents                                  |   |   | 14,193   |   |   |   | (32,331  | )      |   |   | 7,973 |   |
| Cash and cash equivalents at beginning of year                                    |   |   | 1,315    |   |   |   | 33,646   |   |   |   | 25,673 |   |
| Cash and cash equivalents at end of year                                          |   | $      | 15,508   |   |   | $      | 1,315    |   |   | $ | 33,646 |   |
| Supplemental disclosure of cash flow information:                                 |   |   |     |   |   |   |     |   |   |   |   |   |
| Interest paid                                                                     |   | $      | 4,802    |   |   | $      | 4,927    |   |   | $ | 5,683 |   |
| Income taxes paid                                                                 |   | $      | 9,901    |   |   | $      | 8,752    |   |   | $ | 10,692 |   |
| Obligations incurred under capital lease                                          |   | $      | ---      |   |   | $      | 55,789   |   |   | $ | 168,983 |   |

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CELADON GROUP, INC

|                                 |   | CommonStockNo. of Shares Outstanding |       |   | Amount |   |   | AdditionalPaid-In Capital |   |   | Treasury Stock |   |   | RetainedEarnings |   |   | AccumulatedOtherComprehensiveIncome/(Loss) |   |    | TotalStockholders' Equity |   |
|--------------------------------------|--------|-------------------------------------------|------------|--------|--------|--------|--------|--------------------------------|--------|--------|----------------|--------|--------|------------------|--------|--------|--------------------------------------------|--------|---------|--------------------------------|--------|
|                                 |   |                                      |       |   |   |   |   |                           |   |   |           |   |   |             |   |   |                                       |   |    |                           |   |
|                                 |   |                                      |       |   |   |   |   |                           |   |   |           |   |   |             |   |   |                                       |   |    |                           |   |
| Balance at June 30, 2011             |   |                                      | 22,522,237 |   |   | $      | 788    |                           |   | $      | 99,906         |   |   | $                | (9,408 | )      |                                       | $      | 81,566  |                           |   | $ | (952 | ) |   | $ | 171,900 |   |
|                                 |   |                                      |       |   |   |   |   |                           |   |   |           |   |   |             |   |   |                                       |   |    |                           |   |   |   |   |   |   |   |   |
| Net income                           |   |                                      | ---        |   |   |   | ---    |                           |   |   | ---            |   |   |             | ---    |   |                                       |   | 25,536  |                           |   |   | --- |   |   |   | 25,536 |   |
| Other comprehensive income (loss)    |   |                                      | ---        |   |   |   | ---    |                           |   |   | ---            |   |   |             | ---    |   |                                       |   | ---     |                           |   |   | (4,011 | ) |   |   | (4,011 | ) |
| Comprehensive income                 |   |                                      |       |   |   |   |   |                           |   |   |           |   |   |             |   |   |                                       |   | 25,536  |                           |   |   | (4,011 | ) |   |   | 21,525 |   |
| Treasury stock issued                |   |                                      | ---        |   |   |   | ---    |                           |   |   | (1,047         | )      |   |             | 1,048  |   |                                       |   | ---     |                           |   |   | --- |   |   |   | 1 |   |
| Restricted stock and options expense |   |                                      | 249,840    |   |   |   | 3      |                           |   |   | 2,141          |   |   |             | ---    |   |                                       |   | ---     |                           |   |   | --- |   |   |   | 2,144 |   |
| Dividends paid                       |   |                                      | ---        |   |   |   | ---    |                           |   |   | ---            |   |   |             | ---    |   |                                       |   | (1,337  | )                              |   |   | --- |   |   |   | (1,337 | ) |
| Exercise of stock options            |   |                                      | 57,233     |   |   |   | ---    |                           |   |   | 154            |   |   |             | 394    |   |                                       |   | ---     |                           |   |   | --- |   |   |   | 548 |   |
| Balance at June 30, 2012             |   |                                      | 22,829,310 |   |   | $      | 791    |                           |   | $      | 101,154        |   |   | $                | (7,966 | )      |                                       | $      | 105,765 |                           |   | $ | (4,963 | ) |   | $ | 194,781 |   |
|                                 |   |                                      |       |   |   |   |   |                           |   |   |           |   |   |             |   |   |                                       |   |    |                           |   |   |   |   |   |   |   |   |
| Net income                           |   |                                      | ---        |   |   |   | ---    |                           |   |   | ---            |   |   |             | ---    |   |                                       |   | 27,264  |                           |   |   | --- |   |   |   | 27,264 |   |
| Other comprehensive income (loss)    |   |                                      | ---        |   |   |   | ---    |                           |   |   | ---            |   |   |             | ---    |   |                                       |   | ---     |                           |   |   | (298 | ) |   |   | (298 | ) |
| Comprehensive income                 |   |                                      |       |   |   |   |   |                           |   |   |           |   |   |             |   |   |                                       |   | 27,264  |                           |   |   | (298 | ) |   |   | 26,966 |   |
| Treasury stock issued                |   |                                      | ---        |   |   |   | ---    |                           |   |   | (1,792         | )      |   |             | 1,801  |   |                                       |   | ---     |                           |   |   | --- |   |   |   | 9 |   |
| Restricted stock and options expense |   |                                      | 164,851    |   |   |   | (3     | )                              |   |   | 3,849          |   |   |             | ---    |   |                                       |   | ---     |                           |   |   | --- |   |   |   | 3,846 |   |
| Dividends paid                       |   |                                      | ---        |   |   |   | ---    |                           |   |   | ---            |   |   |             | ---    |   |                                       |   | (1,805  | )                              |   |   | --- |   |   |   | (1,805 | ) |
| Exercise of stock options            |   |                                      | 196,575    |   |   |   | ---    |                           |   |   | 538            |   |   |             | 1,354  |   |                                       |   | ---     |                           |   |   | --- |   |   |   | 1,892 |   |
| Balance at June 30, 2013             |   |                                      | 23,190,736 |   |   | $      | 788    |                           |   | $      | 103,749        |   |   | $                | (4,811 | )      |                                       | $      | 131,224 |                           |   | $ | (5,261 | ) |   | $ | 225,689 |   |
|                                 |   |                                      |       |   |   |   |   |                           |   |   |           |   |   |             |   |   |                                       |   |    |                           |   |   |   |   |   |   |   |   |
| Net income                           |   |                                      | ---        |   |   |   | ---    |                           |   |   | ---            |   |   |             | ---    |   |                                       |   | 30,681  |                           |   |   | --- |   |   |   | 30,681 |   |
| Other comprehensive income (loss)    |   |                                      | ---        |   |   |   | ---    |                           |   |   | ---            |   |   |             | ---    |   |                                       |   | ---     |                           |   |   | (724 | ) |   |   | (724 | ) |
| Comprehensive income                 |   |                                      |       |   |   |   |   |                           |   |   |           |   |   |             |   |   |                                       |   | 30,681  |                           |   |   | (724 | ) |   |   | 29,957 |   |
| Treasury stock issued                |   |                                      | ---        |   |   |   | ---    |                           |   |   | (634           | )      |   |             | 634    |   |                                       |   | ---     |                           |   |   | --- |   |   |   | --- |   |
| Restricted stock and options expense |   |                                      | 132,400    |   |   |   | 2      |                           |   |   | 2,075          |   |   |             | ---    |   |                                       |   | ---     |                           |   |   | --- |   |   |   | 2,077 |   |
| Dividends paid                       |   |                                      | ---        |   |   |   | ---    |                           |   |   | ---            |   |   |             | ---    |   |                                       |   | (1,837  | )                              |   |   | --- |   |   |   | (1,837 | ) |
| Exercise of incentive options        |   |                                      | 236,742    |   |   |   | 4      |                           |   |   | 2,389          |   |   |             | 724    |   |                                       |   | ---     |                           |   |   | --- |   |   |   | 3,117 |   |
| Balance at June 30, 2014             |   |                                      | 23,559,878 |   |   | $      | 794    |                           |   | $      | 107,579        |   |   | $                | (3,453 | )      |                                       | $      | 160,068 |                           |   | $ | (5,985 | ) |   | $ | 259,003 |   |

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| (1) | ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
|-----|-------------------------------------------------------------|

| Revenue and service equipment  | 3-7 years                                                                           |
|--------------------------------|-------------------------------------------------------------------------------------|
| Furniture and office equipment | 4-5 years                                                                           |
| Buildings                      | 20 years                                                                            |
| Leasehold improvements         | Lesser of life of lease (including expected renewals) or useful life of improvement |

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| (2) | PROPERTY, EQUIPMENT, AND LEASES |
|-----|---------------------------------|

|                                   |   | 2014   |    |   | 2013   |   |
|----------------------------------------|--------|--------|---------|--------|--------|--------|
| Revenue equipment owned                |   | $      | 318,533 |   |   | $      | 302,052 |   |
| Revenue equipment under capital leases |   |   | 243,519 |   |   |   | 249,703 |   |
| Furniture and office equipment         |   |   | 11,498  |   |   |   | 9,083 |   |
| Land and buildings                     |   |   | 64,987  |   |   |   | 46,377 |   |
| Service equipment                      |   |   | 1,245   |   |   |   | 1,125 |   |
| Leasehold improvements                 |   |   | 4,106   |   |   |   | 3,896 |   |
|                                   |   | $      | 643,888 |   |   | $      | 612,236 |   |

|                            |   | 2014   |   |   | 2013   |   |   | 2012   |   |
|---------------------------------|--------|--------|--------|--------|--------|--------|--------|--------|--------|
| Revenue and service equipment   |   | $      | 6,351  |   |   | $      | 6,973  |   |   | $ | 5,986 |   |
| Office facilities and terminals |   |   | 3,353  |   |   |   | 2,386  |   |   |   | 2,185 |   |
|                            |   | $      | 9,704  |   |   | $      | 9,359  |   |   | $ | 8,171 |   |

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| Year ended June 30,                     |   | CapitalLeases |    |   | OperatingLeases |   |
|-----------------------------------------|--------|---------------|---------|--------|-----------------|--------|
| 2015                                    |   | $             | 70,264  |   |            | $      | 23,489 |   |
| 2016                                    |   |          | 22,580  |   |            |   | 6,182 |   |
| 2017                                    |   |          | 12,845  |   |            |   | 3,139 |   |
| 2018                                    |   |          | 22,798  |   |            |   | 2,534 |   |
| 2019                                    |   |          | 39,002  |   |            |   | 14,325 |   |
| Thereafter                              |   |          | 28,928  |   |            |   | --- |   |
| Total minimum lease payments            |   | $             | 196,417 |   |            | $      | 49,669 |   |
| Less amounts representing interest      |   |          | 9,313   |   |            |   |   |   |
| Present value of minimum lease payments |   | $             | 187,104 |   |            |   |   |   |
| Less current maturities                 |   |          | 67,439  |   |            |   |   |   |
| Non-current portion                     |   | $             | 119,665 |   |            |   |   |   |

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| (5) | STOCK PLANS |
|-----|-------------|

| Options                      |   | Shares |      |   | Weighted-AverageExercise Price |   |   | Weighted-Average Remaining Contractual Term |   |   | AggregateIntrinsic Value |   |
|------------------------------|--------|--------|-----------|--------|--------------------------------|--------|--------|---------------------------------------------|--------|--------|--------------------------|--------|
|                         |   |   |      |   |                           |   |   |                                        |   |   |                     |   |
| Outstanding at June 30, 2011 |   |   | 1,432,083 |   |                           | $      | 10.60  |                                        |   |   | 6.06                     |   |   | $ | 4,866,334 |   |
| Granted                      |   |   | ---       |   |                           |   | ---    |                                        |   |   |                     |   |   |   |   |   |
| Forfeited or expired         |   |   | (12,560   | )      |                           | $      | 11.21  |                                        |   |   |                     |   |   |   |   |   |
| Exercised                    |   |   | (57,233   | )      |                           | $      | 9.58   |                                        |   |   |                     |   |   |   |   |   |
| Outstanding at June 30, 2012 |   |   | 1,362,290 |   |                           | $      | 10.63  |                                        |   |   | 5.1                      |   |   | $ | 7,829,713 |   |
| Granted                      |   |   | ---       |   |                           |   | ---    |                                        |   |   |                     |   |   |   |   |   |
| Forfeited or expired         |   |   | (17,925   | )      |                           | $      | 13.77  |                                        |   |   |                     |   |   |   |   |   |
| Exercised                    |   |   | (195,575  | )      |                           | $      | 9.57   |                                        |   |   |                     |   |   |   |   |   |
| Outstanding at June 30, 2013 |   |   | 1,148,790 |   |                           | $      | 10.76  |                                        |   |   | 4.1                      |   |   | $ | 8,606,841 |   |
| Granted                      |   |   | ---       |   |                           |   | ---    |                                        |   |   |                     |   |   |   |   |   |
| Forfeited or expired         |   |   | (8,500    | )      |                           | $      | 13.88  |                                        |   |   |                     |   |   |   |   |   |
| Exercised                    |   |   | (235,192  | )      |                           | $      | 12.60  |                                        |   |   |                     |   |   |   |   |   |
| Outstanding at June 30, 2014 |   |   | 905,098   |   |                           | $      | 10.25  |                                        |   |   | 3.5                      |   |   | $ | 10,018,958 |   |
| Exercisable at June 30, 2014 |   |   | 892,598   |   |                           | $      | 10.19  |                                        |   |   | 3.4                      |   |   | $ | 9,932,333 |   |

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|                      |   | Number of Shares |     |   | Weighted-Average Grant Date Fair Value |   |
|---------------------------|--------|------------------|----------|--------|----------------------------------------|--------|
| Unvested at June 30, 2011 |   |             | 355,630  |   |                                   | $      | 12.27 |   |
| Granted                   |   |             | 252,593  |   |                                   | $      | 12.60 |   |
| Forfeited                 |   |             | (2,753   | )      |                                   | $      | 11.44 |   |
| Vested                    |   |             | (152,045 | )      |                                   | $      | 12.09 |   |
| Unvested at June 30, 2012 |   |             | 453,425  |   |                                   | $      | 12.36 |   |
| Granted                   |   |             | 189,413  |   |                                   | $      | 18.58 |   |
| Forfeited                 |   |             | (24,437  | )      |                                   | $      | 11.33 |   |
| Vested                    |   |             | (262,438 | )      |                                   | $      | 12.64 |   |
| Unvested at June 30, 2013 |   |             | 355,963  |   |                                   | $      | 15.75 |   |
| Granted                   |   |             | 148,500  |   |                                   | $      | 22.13 |   |
| Forfeited                 |   |             | (16,975  | )      |                                   | $      | 13.49 |   |
| Vested                    |   |             | (130,783 | )      |                                   | $      | 14.75 |   |
| Unvested at June 30, 2014 |   |             | 356,705  |   |                                   | $      | 18.88 |   |

| (6) | STOCK REPURCHASE PROGRAMS |
|-----|---------------------------|

|                                                                 |   | 2014   |   |   | 2013   |   |   | 2012   |   |
|----------------------------------------------------------------------|--------|--------|--------|--------|--------|--------|--------|--------|--------|
|                                                                 |   |   |   |   |   |   |   |   |   |
| Net income                                                           |   | $      | 30,681 |   |   | $      | 27,264 |   |   | $ | 25,536 |   |
| Basic earnings per share:                                            |   |   |   |   |   |   |   |   |   |   |   |   |
| Weighted - average number of common shares outstanding               |   |   | 23,014 |   |   |   | 22,641 |   |   |   | 22,264 |   |
| Basic earnings per share                                             |   | $      | 1.33   |   |   | $      | 1.20   |   |   | $ | 1.15 |   |
| Diluted earnings per share:                                          |   |   |   |   |   |   |   |   |   |   |   |   |
| Weighted - average number of common shares outstanding               |   |   | 23,014 |   |   |   | 22,641 |   |   |   | 22,264 |   |
| Effect of stock options and other incremental shares                 |   |   | 741    |   |   |   | 752    |   |   |   | 608 |   |
| Weighted-average number of common shares outstanding – diluted |   |   | 23,755 |   |   |   | 23,393 |   |   |   | 22,872 |   |
| Diluted earnings per share                                           |   | $      | 1.29   |   |   | $      | 1.17   |   |   | $ | 1.12 |   |

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| (8) | COMMITMENTS AND CONTINGENCIES |
|-----|-------------------------------|

| (9) | INCOME TAXES |
|-----|--------------|

|            |   | 2014   |   |   | 2013   |   |   | 2012   |   |
|-----------------|--------|--------|--------|--------|--------|--------|--------|--------|--------|
| Current:        |   |   |   |   |   |   |   |   |   |
| Federal         |   | $      | 12,958 |   |   | $      | (3,127 | )      |   | $ | 7,285 |   |
| State and local |   |   | 1,013  |   |   |   | (2,110 | )      |   |   | 220 |   |
| Foreign         |   |   | 509    |   |   |   | 2,180  |   |   |   | 1,900 |   |
| Total Current   |   | $      | 14,480 |   |   |   | (3,057 | )      |   |   | 9,405 |   |
| Deferred:       |   |   |   |   |   |   |   |   |   |   |   |   |
| Federal         |   |   | 3,703  |   |   |   | 16,122 |   |   |   | 5,950 |   |
| State and local |   |   | 576    |   |   |   | 3,145  |   |   |   | 659 |   |
| Foreign         |   |   | 931    |   |   |   | 1,261  |   |   |   | (7 | ) |
| Total Deferred  |   |   | 5,210  |   |   |   | 20,528 |   |   |   | 6,602 |   |
| Total           |   | $      | 19,690 |   |   | $      | 17,471 |   |   | $ | 16,007 |   |

|                                   |   | 2014   |   |   | 2013   |   |   | 2012   |   |
|----------------------------------------|--------|--------|--------|--------|--------|--------|--------|--------|--------|
|                                   |   |   |   |   |   |   |   |   |   |
| Computed "expected" income tax expense |   | $      | 17,630 |   |   | $      | 15,484 |   |   | $ | 14,540 |   |
| State taxes, net of federal benefit    |   |   | 1,033  |   |   |   | 676    |   |   |   | 571 |   |
| Non-deductible expenses                |   |   | 1,705  |   |   |   | 383    |   |   |   | 1,092 |   |
| Other, net                             |   |   | (678   | )      |   |   | 928    |   |   |   | (196 | ) |
| Actual income tax expense              |   | $      | 19,690 |   |   | $      | 17,471 |   |   | $ | 16,007 |   |

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|                                     |   | 2014   |    |   | 2013   |   |
|------------------------------------------|--------|--------|---------|--------|--------|--------|
| Deferred tax assets:                     |   |   |    |   |   |   |
| Deferred equity compensation             |   | $      | 1,755   |   |   | $      | 1,988 |   |
| Insurance reserves                       |   |   | 4,167   |   |   |   | 3,741 |   |
| Other                                    |   |   | 4,998   |   |   |   | 1,508 |   |
| Total deferred tax assets                |   | $      | 10,920  |   |   | $      | 7,237 |   |
|                                     |   |   |    |   |   |   |   |   |
| Deferred tax liabilities:                |   |   |    |   |   |   |   |   |
| Property and equipment                   |   | $      | (72,235 | )      |   | $      | (58,513 | ) |
| Goodwill                                 |   |   | (5,742  | )      |   |   | (5,204 | ) |
| Other                                    |   |   | (1,567  | )      |   |   | (999 | ) |
| Total deferred tax liabilities           |   | $      | (79,544 | )      |   | $      | (64,716 | ) |
|                                     |   |   |    |   |   |   |   |   |
| Net current deferred tax assets          |   | $      | 7,651   |   |   | $      | 4,342 |   |
| Net non-current deferred tax liabilities |   |   | (76,275 | )      |   |   | (61,821 | ) |
| Total net deferred tax liabilities       |   |   | (68,624 | )      |   | $      | (57,479 | ) |

| (10) | SEGMENT INFORMATION AND SIGNIFICANT CUSTOMERS |
|------|-----------------------------------------------|

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|                          |   | Fiscal Year Ended      |    |
|-------------------------------|--------|------------------------|---------|
|                          |   | June 30,               |    |
|                          |   | (Dollars in thousands) |    |
|                          |   | 2014                   |    |   | 2013 |   |   | 2012 |   |
|                          |   |                   |    |   |   |   |   |   |   |
| Total revenues                |   |                   |    |   |   |   |   |   |   |
| Asset-based                   |   | $                      | 706,726 |   |   | $ | 569,688 |   |   | $ | 556,770 |   |
| Asset-light              |   |                   | 52,585  |   |   |   | 43,960 |   |   |   | 42,182 |   |
|                          |   |                   | 759,311 |   |   |   | 613,648 |   |   |   | 598,952 |   |
| Operating income              |   |                   |    |   |   |   |   |   |   |   |   |   |
| Asset-based                   |   |                   | 34,179  |   |   |   | 45,190 |   |   |   | 43,723 |   |
| Asset-light              |   |                   | 5,255   |   |   |   | 3,482 |   |   |   | 3,036 |   |
|                          |   |                   | 39,434  |   |   |   | 48,672 |   |   |   | 46,759 |   |
| Depreciation and amortization |   |                   |    |   |   |   |   |   |   |   |   |   |
| Asset-based                   |   |                   | 57,843  |   |   |   | 50,767 |   |   |   | 47,214 |   |
| Asset-light              |   |                   | ---     |   |   |   | --- |   |   |   | --- |   |
|                          |   |                   | 57,843  |   |   |   | 50,767 |   |   |   | 47,214 |   |
| Interest income               |   |                   |    |   |   |   |   |   |   |   |   |   |
| Asset-based                   |   |                   | ---     |   |   |   | --- |   |   |   | (56 | ) |
|                          |   |                   |    |   |   |   |   |   |   |   |   |   |
| Interest expense              |   |                   |    |   |   |   |   |   |   |   |   |   |
| Asset-based                   |   |                   | 5,071   |   |   |   | 4,931 |   |   |   | 5,684 |   |
|                          |   |                   |    |   |   |   |   |   |   |   |   |   |
| Income before taxes           |   |                   |    |   |   |   |   |   |   |   |   |   |
| Asset-based                   |   |                   | 29,121  |   |   |   | 40,259 |   |   |   | 38,085 |   |
| Asset-light              |   |                   | 21,250  |   |   |   | 4,476 |   |   |   | 3,458 |   |
|                          |   |                   | 50,371  |   |   |   | 44,735 |   |   |   | 41,543 |   |
| Goodwill                      |   |                   |    |   |   |   |   |   |   |   |   |   |
| Asset-based                   |   |                   | 21,442  |   |   |   | 16,362 |   |   |   | 15,334 |   |
| Asset-light              |   |                   | 1,368   |   |   |   | 1,368 |   |   |   | 1,368 |   |
|                          |   |                   | 22,810  |   |   |   | 17,730 |   |   |   | 16,702 |   |
| Total assets                  |   |                   |    |   |   |   |   |   |   |   |   |   |
| Asset-based                   |   |                   | 684,548 |   |   |   | 635,968 |   |   |   | 516,106 |   |
| Asset-light              |   |                   | 6,267   |   |   |   | 5,194 |   |   |   | 4,605 |   |
|                          |   |                   | 690,815 |   |   |   | 641,162 |   |   |   | 520,711 |   |

|               |   | 2014   |    |   | 2013   |   |    | 2012   |   |
|--------------------|--------|--------|---------|--------|--------|--------|---------|--------|--------|
| Total revenue:     |   |   |    |   |   |   |    |   |   |
| United States      |   | $      | 609,512 |   |   | $      | 534,463 |   |   | $ | 520,951 |   |
| Canada             |   |   | 115,678 |   |   |   | 48,667  |   |   |   | 46,698 |   |
| Mexico             |   |   | 34,121  |   |   |   | 30,518  |   |   |   | 31,303 |   |
| Total              |   | $      | 759,311 |   |   | $      | 613,648 |   |   | $ | 598,952 |   |
|               |   |   |    |   |   |   |    |   |   |   |   |   |
| Long-lived assets: |   |   |    |   |   |   |    |   |   |   |   |   |
| United States      |   | $      | 439,043 |   |   | $      | 479,852 |   |   | $ | 371,967 |   |
| Canada             |   |   | 65,719  |   |   |   | 30,094  |   |   |   | 9,698 |   |
| Mexico             |   |   | 18,868  |   |   |   | 13,828  |   |   |   | 13,002 |   |
| Total              |   | $      | 523,630 |   |   | $      | 523,774 |   |   | $ | 394,667 |   |

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|                         |   |                  |   |   |                  |   |   | Level 1               |   |   | Level 2               |   |   | Level 3               |       |
|------------------------------|--------|-----------------------|--------|--------|-----------------------|--------|--------|-----------------------|--------|--------|-----------------------|--------|--------|-----------------------|------------|
|                         |   | BalanceatJune 30,2014 |   |   | BalanceatJune 30,2013 |   |   | BalanceatJune 30,2014 |   |   | BalanceatJune 30,2013 |   |   | BalanceatJune 30,2014 |       |   | BalanceatJune 30,2013 |   |   | BalanceatJune 30,2014 |   |   | BalanceatJune 30,2013 |   |
|                         |   |                  |   |   |                  |   |   |                  |   |   |                  |   |   |                  |       |   |   |   |   |   |   |   |   |   |
| Foreign currency derivatives |   | $                     | 35     |   |                  | $      | (70    | )                     |   |   |   ---            |   |   |                  |   --- |   |   | $ | 35 |   |   | $ | (70 | ) |   |   |   --- |   |   |   |   --- |   |
|                         |   |                  |   |   |                  |   |   |                  |   |   |                  |   |   |                  |       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Fuel derivatives             |   |                  | ---    |   |                  |   | 45     |                  |   |   | ---                   |   |   |                  | ---        |   |   |   | --- |   |   |   | 45 |   |   |   | --- |   |   |   | --- |   |

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|                        |   | Fiscal Year 2014 |    |
|-----------------------------|--------|------------------|---------|
|                        |   | 1st Qtr.         |    |   | 2nd Qtr. |   |   | 3rd Qtr. |   |   | 4th Qtr. |   |
|                        |   |             |    |   |   |   |   |   |   |   |   |   |
| Total revenues              |   | $                | 175,102 |   |   | $ | 193,595 |   |   | $ | 193,228 |   |   | $ | 197,386 |   |
| Operating expenses          |   |             | 163,570 |   |   |   | 184,652 |   |   |   | 186,446 |   |   |   | 185,208 |   |
|                        |   |             |    |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Operating income            |   |             | 11,532  |   |   |   | 8,943 |   |   |   | 6,782 |   |   |   | 12,178 |   |
| Other expense (income), net |   |             | 983     |   |   |   | 1,100 |   |   |   | 1,053 |   |   |   | (14,072 | ) |
|                        |   |             |    |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Income before taxes         |   |             | 10,549  |   |   |   | 7,843 |   |   |   | 5,729 |   |   |   | 26,250 |   |
| Income tax expense          |   |             | 3,983   |   |   |   | 2,717 |   |   |   | 2,247 |   |   |   | 10,743 |   |
|                        |   |             |    |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Net income                  |   | $                | 6,566   |   |   | $ | 5,126 |   |   | $ | 3,482 |   |   | $ | 15,507 |   |
|                        |   |             |    |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Basic income per share      |   | $                | 0.29    |   |   | $ | 0.22 |   |   | $ | 0.15 |   |   | $ | 0.67 |   |
| Diluted income per share    |   | $                | 0.28    |   |   | $ | 0.22 |   |   | $ | 0.15 |   |   | $ | 0.65 |   |

|                                |   | Fiscal Year 2013 |    |
|-------------------------------------|--------|------------------|---------|
|                                |   | 1st Qtr.         |    |   | 2nd Qtr. |   |   | 3rd Qtr. |   |   | 4th Qtr. |   |
|                                |   |             |    |   |   |   |   |   |   |   |   |   |
| Total revenues                      |   | $                | 153,297 |   |   | $ | 148,112 |   |   | $ | 149,638 |   |   | $ | 162,601 |   |
| Operating expenses                  |   |             | 138,158 |   |   |   | 135,521 |   |   |   | 141,602 |   |   |   | 149,695 |   |
|                                |   |             |    |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Operating income                    |   |             | 15,139  |   |   |   | 12,591 |   |   |   | 8,036 |   |   |   | 12,906 |   |
| Other expense, net                  |   |             | 1,528   |   |   |   | 856 |   |   |   | 680 |   |   |   | 873 |   |
|                                |   |             |    |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Income before taxes                 |   |             | 13,611  |   |   |   | 11,735 |   |   |   | 7,356 |   |   |   | 12,033 |   |
| Income tax expense                  |   |             | 5,349   |   |   |   | 4,355 |   |   |   | 2,978 |   |   |   | 4,789 |   |
|                                |   |             |    |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Net income                          |   | $                | 8,262   |   |   | $ | 7,380 |   |   | $ | 4,378 |   |   | $ | 7,244 |   |
|                                |   |             |    |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Basic income  per share   |   | $                | 0.37    |   |   | $ | 0.33 |   |   | $ | 0.19 |   |   | $ | 0.31 |   |
| Diluted income  per share |   | $                | 0.36    |   |   | $ | 0.32 |   |   | $ | 0.19 |   |   | $ | 0.30 |   |

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Table of Contents

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Table of Contents

|                  |   | Intangibles   |   |
|-----------------------|--------|---------------|--------|
|                  |   | June 30, 2013 |   |   | Current year Additions |   |   | June 30, 2014 |   |
| Gross carrying amount |   | $             | 650    |   |   |   | --- |   |   | $ | 650 |   |
| Amortization          |   |          | 75     |   |   |   | 162 |   |   |   | 237 |   |
| Net carrying amount   |   | $             | 575    |   |   |   |   |   |   | $ | 413 |   |

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Table of Contents

|           |   | Goodwill      |   |
|----------------|--------|---------------|--------|
|           |   | June 30, 2013 |   |   | Current year additions |   |   | June 30, 2014 |   |
| Asset based    |   | $             | 16,362 |   |   | $ | 5,080 |   |   | $ | 21,442 |   |
| Asset light    |   |          | 1,368  |   |   |   | --- |   |   |   | 1,368 |   |
| Total Goodwill |   | $             | 17,730 |   |   | $ | 5,080 |   |   | $ | 22,810 |   |

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Table of Contents

SCHEDULE II

|   Description                     |   | Balance atBeginning of Period |       |   | Charged toCosts and Expenses |   |       |  Deductions |   |   | Balance atEnd of Period |   |
|---------------------------------------------|--------|-------------------------------|------------|--------|------------------------------|--------|------------|------------------|--------|--------|-------------------------|--------|
|                                        |   |                          |       |   |                         |   |       |             |   |   |                    |   |
| Year ended June 30, 2012:                   |   |                          |       |   |                         |   |       |             |   |   |                    |   |
| Allowance for doubtful accounts             |   | $                             | 1,045,122  |   |                         | $      | 10,000     |             |   | $      | 48,433                  | (a)    |   | $ | 1,006,689 |   |
| Reserves for claims payable as self-insurer |   | $                             | 14,334,276 |   |                         | $      | 12,252,489 |             |   | $      | 15,243,696              | (b)    |   | $ | 11,343,069 |   |
|                                        |   |                          |       |   |                         |   |       |             |   |   |                    |   |   |   |   |   |
| Year ended June 30, 2013:                   |   |                          |       |   |                         |   |       |             |   |   |                    |   |   |   |   |   |
| Allowance for doubtful accounts             |   | $                             | 1,006,689  |   |                         | $      | 0          |             |   | $      | 87,880                  | (a)    |   | $ | 918,809 |   |
| Reserves for claims payable as self-insurer |   | $                             | 11,343,069 |   |                         | $      | 14,669,698 |             |   | $      | 14,783,848              | (b)    |   | $ | 11,228,919 |   |
|                                        |   |                          |       |   |                         |   |       |             |   |   |                    |   |   |   |   |   |
| Year ended June 30, 2014:                   |   |                          |       |   |                         |   |       |             |   |   |                    |   |   |   |   |   |
| Allowance for doubtful accounts             |   | $                             | 918,809    |   |                         | $      | 100,000    |             |   | $      | 76,689                  | (a)    |   | $ | 942,120 |   |
| Reserves for claims payable as self-insurer |   | $                             | 11,228,919 |   |                         | $      | 14,892,657 |             |   | $      | 13,126,649              | (b)    |   | $ | 12,994,927 |   |

| (a) | Represents accounts receivable net write-offs. |
|-----|------------------------------------------------|
| (b) | Represents claims paid.                        |

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Table of Contents

Item 15

|                                                                                                                                            | Page Number  |
|-------------------------------------------------------------------------------------------------------------------------------------------------|-------------------|
| (a)           List of Documents filed as part of this Report                             |              |
|                                                                                                                                            |              |
| (1)           Financial Statements                                                       |              |
|                                                                                                                                            |              |
| Report of Independent Registered Public Accounting Firm - BKD, LLP                                                                              | 5                 |
|                                                                                                                                            |              |
| Report of Independent Registered Public Accounting Firm - KPMG LLP                                                                              | 7                 |
|                                                                                                                                            |              |
| Consolidated Statements of Operations                                                                                                           | 8                 |
|                                                                                                                                            |              |
|                Consolidated Statements of  Comprehensive Income | 9                 |
|                                                                                                                                            |              |
| Consolidated Balance Sheets                                                                                                                     | 10                |
|                                                                                                                                            |              |
| Consolidated Statements of Cash Flows                                                                                                           | 11                |
|                                                                                                                                            |              |
| Consolidated Statements of Stockholders' Equity                                                                                                 | 12                |
|                                                                                                                                            |              |
| Notes to Consolidated Financial Statements                                                                                                      | 13                |
|                                                                                                                                            |              |
| (2)           Financial Statement Schedule                                               |              |
|                                                                                                                                            |              |
| Schedule II - Valuation and Qualifying Accounts                                                                                                 | 28                |

----

Table of Contents

| 3.1   | Amended and Restated Certificate of Incorporation of the Company. (Incorporated by reference to the Company's Quarterly Report on Form 10-Q for the quarterly period ending December 31, 2005, filed with the SEC on January 30, 2006.)                             |
|-------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 3.2   | Certificate of Designation for Series A Junior Participating Preferred Stock. (Incorporated by reference to Exhibit 3.3 to the Company's Annual Report on Form 10-K for the fiscal year ended June 30, 2000, filed with the SEC on September 28, 2000.)             |
| 3.3   | Amended and Restated By-laws of the Company.  (Incorporated by reference to Exhibit 3.3 to the Company's Quarterly Report on Form 10-Q filed with the SEC on January 31, 2008.)                                                                           |
| 4.1   | Amended and Restated Certificate of Incorporation of the Company. (Incorporated by reference to the Company's Quarterly Report on Form 10-Q for the quarterly period ending December 31, 2005, filed with the SEC on January 30, 2006.)                             |
| 4.2   | Certificate of Designation for Series A Junior Participating Preferred Stock. (Incorporated by reference to Exhibit 3.3 to the Company's Annual Report on Form 10-K for the fiscal year ended June 30, 2000, filed with the SEC on September 28, 2000.)             |
| 4.3   | Amended and Restated By-laws of the Company.  (Incorporated by reference to Exhibit 3.3 to the Company's Quarterly Report on Form 10-Q filed with the SEC on January 31, 2008.)                                                                           |
| 10.1  | Celadon Group, Inc. 1994 Stock Option Plan. (Incorporated by reference to Exhibit B to the Company's Proxy Statement on Schedule 14A, filed with the SEC October 17, 1997.) *                                                                                       |
| 10.2  | Employment Contract dated January 21, 1994 between the Company and Stephen Russell. (Incorporated by reference to Exhibit 10.43 to the Company's Registration Statement on Form S-1, Registration No. 33-72128, filed with the SEC on November 24, 1993.) *         |
| 10.3  | Amendment dated February 12, 1997 to Employment Contract dated January 21, 1994 between the Company and Stephen Russell. (Incorporated by reference to Exhibit 10.50 to the Company's Annual Report on Form 10-K filed with the SEC on September 12, 1997.) *       |
| 10.4  | Celadon Group, Inc. Non-Employee Director Stock Option Plan. (Incorporated by reference to Exhibit A to the Company's Proxy Statement on Schedule 14A, filed with the SEC on October 14, 1997.) *                                                                   |
| 10.5  | Amendment No. 2 dated August 1, 1997 to Employment Contract dated January 21, 1994 between the Company and Stephen Russell. (Incorporated by reference to Exhibit 10.54 to the Company's Quarterly Report on Form 10-Q filed with the SEC on February 11, 1998.) *  |
| 10.6  | Amendment No. 3 dated July 26, 2000 to Employment Contract dated January 21, 1994 between the Company and Stephen Russell. (Incorporated by reference to Exhibit 10.19 to the Company's Annual Report on Form 10-K filed with the SEC on September 30, 2002.) *     |
| 10.7  | Amendment No. 4 dated April 4, 2002 to Employment Contract dated January 21, 1994 between the Company and Stephen Russell. (Incorporated by reference to Exhibit 10.20 to the Company's Annual Report on Form 10-K filed with the SEC on September 30, 2002.) *     |
| 10.8  | Separation Agreement dated March 3, 2000 between the Company and Paul A. Will. (Incorporated by reference to Exhibit 10.21 to the Company's Annual Report on Form 10-K filed with the SEC on September 30, 2002.) *                                                 |
| 10.9  | Amendment dated September 30, 2001 to Separation Agreement between the Company and Paul A. Will dated March 3, 2000. (Incorporated by reference to Exhibit 10.22 to the Company's Annual Report on Form 10-K filed with the SEC on September 30, 2002.) *           |
| 10.10 | Amendment No. 5 dated November 20, 2002 to Employment Contract dated January 21, 1994 between the Company and Stephen Russell. (Incorporated by reference to Exhibit 10.19 to the Company's Annual Report on Form 10-K filed with the SEC on September 19, 2003.) * |
| 10.11 | Celadon Group, Inc., 2006 Omnibus Incentive Plan. (Incorporated by reference to Appendix B to the Company's definitive proxy statement, filed with the SEC on December 19, 2005.) *                                                                                 |
| 10.12 | Celadon Group, Inc. Form of Award Notice for Employees for Restricted Stock Awards. (Incorporated by reference to Exhibit 10.23 to the Company's Quarterly Report on Form 10-Q filed with the SEC on May 4, 2006.) *                                                |
| 10.13 | Celadon Group, Inc. Form of Award Notice for Stephen Russell for Restricted Stock Award. (Incorporated by reference to Exhibit 10.24 to the Company's Quarterly Report on Form 10-Q filed with the SEC on May 4, 2006.) *                                           |
| 10.14 | Celadon Group, Inc. Form of Award Notice for Employees for Incentive Stock Option Grants. (Incorporated by reference to Exhibit 10.25 to the Company's Quarterly Report on Form 10-Q filed with the SEC on May 4, 2006.) *                                          |
| 10.15 | Celadon Group, Inc. Form of Award Notice for Non-Employee Directors for Non-Qualified Stock Option Grants. (Incorporated by reference to Exhibit 10.26 to the Company's Quarterly Report on Form 10-Q filed with the SEC on May 4, 2006.) *                         |

----

Table of Contents

| 10.16     | Amendment to the Celadon Group, Inc., 2006 Omnibus Incentive Plan. (Incorporated by reference to the Company's definitive proxy statement, filed with the SEC on October 3, 2008.) *                                                                                                                                                                                          |
|-----------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 10.17     | Credit Agreement dated as of December 7, 2010 among the Company, certain of its subsidiaries, Bank of America, N.A., and certain other lenders. (Incorporated by reference to Exhibit 10.24 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on February 1, 2011.)                                                                                     |
| 10.18     | First Amendment to Credit Agreement dated August 29, 2011, among the Company, certain of its subsidiaries, Bank of America, N.A., and certain other lenders. (Incorporated by reference to Exhibit 10.26 to the Company's Quarterly Report on Form 10-Q filed with the SEC on November 4, 2011.)                                                                              |
| 10.19     | Second Amendment to Credit Agreement with Bank of America, N.A., as Administrative Agent, and Wells Fargo Bank, N.A., which amends that certain Credit Agreement, dated December 7, 2010, by and among the Company and the Lenders, as amended. (Incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the SEC on April 30, 2012.) |
| 10.20     | Third Amendment to Credit Agreement with Bank of America, N.A., as Administrative Agent, and Wells Fargo Bank, N.A., which amends that certain Credit Agreement, dated December 7, 2010, by and among the Company and the Lenders, as amended. (Incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the SEC on May 17, 2013.)    |
| 10.21     | Service Agreement dated December 11, 2013 between the Company and Stephen Russell. (Incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q filed with the SEC on February 10, 2014.) *                                                                                                                                                      |
| 10.22     | Program Agreement dated March 31, 2014, by and among the Company, Quality Equipment Leasing, LLC, and Element Financial Corp. (Incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q filed with the SEC on May 12, 2014.)                                                                                                                  |
| 10.23     | Service Agreement dated March 31, 2014, by and among the Company, Quality Equipment Leasing, LLC, and Element Financial Corp. (Incorporated by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q filed with the SEC on May 12, 2014.)                                                                                                                  |
| 10.24     | Portfolio Purchase and Sale Agreement dated March 31, 2014, by and among the Company, Quality Equipment Leasing, LLC, and Element Financial Corp. (Incorporated by reference to Exhibit 10.3 to the Company's Quarterly Report on Form 10-Q filed with the SEC on May 12, 2014.)                                                                                              |
| 21        | Subsidiaries of the Company. ***                                                                                                                                                                                                                                                                                                                                              |
| 23.1      | Consent of Independent Registered Public Accounting Firm – BKD, LLP. #                                                                                                                                                                                                                                                                                                  |
| 23.2      | Consent of Independent Registered Public Accounting Firm - KPMG LLP. #                                                                                                                                                                                                                                                                                                        |
| 31.1      | Certification pursuant to Item 601(b)(31) of Regulation S-K, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, by Paul A. Will, the Company's Chief Executive Officer. #                                                                                                                                                                                  |
| 31.2      | Certification pursuant to Item 601(b)(31) of Regulation S-K, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, by Leslie A. Tarble, the Company's Vice President, Treasurer, and Principal Financial Officer. #                                                                                                                                           |
| 32.1      | Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, by Paul A. Will, the Company's Chief Executive Officer. #                                                                                                                                                                                             |
| 32.2      | Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, by Leslie A. Tarble, the Company's Vice President, Treasurer, and Principal Financial Officer. #                                                                                                                                                      |
| 101.INS** | XBRL Instance Document ***                                                                                                                                                                                                                                                                                                                                                    |
| 101.SCH** | XBRL Taxonomy Extension Schema Document ***                                                                                                                                                                                                                                                                                                                                   |
| 101.CAL** | XBRL Taxonomy Extension Calculation Linkbase Document ***                                                                                                                                                                                                                                                                                                                     |
| 101.DEF** | XBRL Taxonomy Extension Definition Linkbase Document ***                                                                                                                                                                                                                                                                                                                      |
| 101.LAB** | XBRL Taxonomy Extension Label Linkbase Document ***                                                                                                                                                                                                                                                                                                                           |
| 101.PRE** | XBRL Taxonomy Extension Presentation Linkbase Document ***                                                                                                                                                                                                                                                                                                                    |

| *         | Management contract or compensatory plan or arrangement.                                                                                      |
|-----------|-----------------------------------------------------------------------------------------------------------------------------------------------|
| **        | In accordance with Regulation S-T, the XBRL-related information in Exhibit 101 shall be deemed to be "furnished" and not "filed."             |
|  *** | Incorporated by reference to the Annual Report on Form 10-K for the year ended June 30, 3014, filed with the SEC on September 15, 2014.  |
| #         | Filed herewith.                                                                                                                               |

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Table of Contents

SIGNATURES

|   | Celadon Group, Inc. |
|--------|---------------------|
|   |                |   |
|   | By:                 | /s/ Paul A. Will |
|   |                | Paul A. WillPresident and Chief Executive Officer |

| Signature             | Title                                                                                    | Date           |
|-----------------------|------------------------------------------------------------------------------------------|----------------|
|                  |                                                                                     |           |
| /s/ Paul A. Will      | President, Chief Executive Officer, and Director(Principal Executive Officer)            | March 30, 2015 |
| Paul A. Will          |                                                                                     |           |
|                  |                                                                                     |           |
|                  |                                                                                     |           |
| /s/ Leslie A. Tarble  | Vice President, Treasurer, and Principal Financial Officer (Principal Financial Officer) | March 30, 2015 |
| Leslie A. Tarble      |                                                                                     |           |
|                  |                                                                                     |           |
|                  |                                                                                     |           |
| /s/ Bobby Peavler     | Vice President and Principal Accounting Officer (Principal Accounting Officer)           | March 30, 2015 |
| Bobby Peavler         |                                                                                     |           |
|                  |                                                                                     |           |
|                  |                                                                                     |           |
| /s/ Stephen Russell   | Chairman of the Board                                                                    | March 30, 2015 |
| Stephen Russell       |                                                                                     |           |
|                  |                                                                                     |           |
|                  |                                                                                     |           |
| /s/ Michael Miller    | Director                                                                                 | March 30, 2015 |
| Michael Miller        |                                                                                     |           |
|                  |                                                                                     |           |
|                  |                                                                                     |           |
| /s/ Robert Long       | Director                                                                                 | March 30, 2015 |
| Robert Long           |                                                                                     |           |
|                  |                                                                                     |           |
|                  |                                                                                     |           |
| /s/ Catherine Langham | Director                                                                                 | March 30, 2015 |
| Catherine Langham     |                                                                                     |           |

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Table of Contents

| EXHIBIT INDEX  |
|----------------|
| Exhibit Number | Description |
| 3.1            | Amended and Restated Certificate of Incorporation of the Company. (Incorporated by reference to the Company's Quarterly Report on Form 10-Q for the quarterly period ending December 31, 2005, filed with the SEC on January 30, 2006.) |
| 3.2            | Certificate of Designation for Series A Junior Participating Preferred Stock. (Incorporated by reference to Exhibit 3.3 to the Company's Annual Report on Form 10-K for the fiscal year ended June 30, 2000, filed with the SEC on September 28, 2000.) |
| 3.3            | Amended and Restated By-laws of the Company.  (Incorporated by reference to Exhibit 3.3 to the Company's Quarterly Report on Form 10-Q filed with the SEC on January 31, 2008.) |
| 4.1            | Amended and Restated Certificate of Incorporation of the Company. (Incorporated by reference to the Company's Quarterly Report on Form 10-Q for the quarterly period ending December 31, 2005, filed with the SEC on January 30, 2006.) |
| 4.2            | Certificate of Designation for Series A Junior Participating Preferred Stock. (Incorporated by reference to Exhibit 3.3 to the Company's Annual Report on Form 10-K for the fiscal year ended June 30, 2000, filed with the SEC on September 28, 2000.) |
| 4.3            | Amended and Restated By-laws of the Company.  (Incorporated by reference to Exhibit 3.3 to the Company's Quarterly Report on Form 10-Q filed with the SEC on January 31, 2008.) |
| 10.1           | Celadon Group, Inc. 1994 Stock Option Plan. (Incorporated by reference to Exhibit B to the Company's Proxy Statement on Schedule 14A, filed with the SEC October 17, 1997.) * |
| 10.2           | Employment Contract dated January 21, 1994 between the Company and Stephen Russell. (Incorporated by reference to Exhibit 10.43 to the Company's Registration Statement on Form S-1, Registration No. 33-72128, filed with the SEC on November 24, 1993.) * |
| 10.3           | Amendment dated February 12, 1997 to Employment Contract dated January 21, 1994 between the Company and Stephen Russell. (Incorporated by reference to Exhibit 10.50 to the Company's Annual Report on Form 10-K filed with the SEC on September 12, 1997.) * |
| 10.4           | Celadon Group, Inc. Non-Employee Director Stock Option Plan. (Incorporated by reference to Exhibit A to the Company's Proxy Statement on Schedule 14A, filed with the SEC on October 14, 1997.) * |
| 10.5           | Amendment No. 2 dated August 1, 1997 to Employment Contract dated January 21, 1994 between the Company and Stephen Russell. (Incorporated by reference to Exhibit 10.54 to the Company's Quarterly Report on Form 10-Q filed with the SEC on February 11, 1998.) * |
| 10.6           | Amendment No. 3 dated July 26, 2000 to Employment Contract dated January 21, 1994 between the Company and Stephen Russell. (Incorporated by reference to Exhibit 10.19 to the Company's Annual Report on Form 10-K filed with the SEC on September 30, 2002.) * |
| 10.7           | Amendment No. 4 dated April 4, 2002 to Employment Contract dated January 21, 1994 between the Company and Stephen Russell. (Incorporated by reference to Exhibit 10.20 to the Company's Annual Report on Form 10-K filed with the SEC on September 30, 2002.) * |
| 10.8           | Separation Agreement dated March 3, 2000 between the Company and Paul A. Will. (Incorporated by reference to Exhibit 10.21 to the Company's Annual Report on Form 10-K filed with the SEC on September 30, 2002.) * |
| 10.9           | Amendment dated September 30, 2001 to Separation Agreement between the Company and Paul A. Will dated March 3, 2000. (Incorporated by reference to Exhibit 10.22 to the Company's Annual Report on Form 10-K filed with the SEC on September 30, 2002.) * |
| 10.10          | Amendment No. 5 dated November 20, 2002 to Employment Contract dated January 21, 1994 between the Company and Stephen Russell. (Incorporated by reference to Exhibit 10.19 to the Company's Annual Report on Form 10-K filed with the SEC on September 19, 2003.) * |
| 10.11          | Celadon Group, Inc., 2006 Omnibus Incentive Plan. (Incorporated by reference to Appendix B to the Company's definitive proxy statement, filed with the SEC on December 19, 2005.) * |
| 10.12          | Celadon Group, Inc. Form of Award Notice for Employees for Restricted Stock Awards. (Incorporated by reference to Exhibit 10.23 to the Company's Quarterly Report on Form 10-Q filed with the SEC on May 4, 2006.) * |
| 10.13          | Celadon Group, Inc. Form of Award Notice for Stephen Russell for Restricted Stock Award. (Incorporated by reference to Exhibit 10.24 to the Company's Quarterly Report on Form 10-Q filed with the SEC on May 4, 2006.) * |
| 10.14          | Celadon Group, Inc. Form of Award Notice for Employees for Incentive Stock Option Grants. (Incorporated by reference to Exhibit 10.25 to the Company's Quarterly Report on Form 10-Q filed with the SEC on May 4, 2006.) * |
| 10.15          | Celadon Group, Inc. Form of Award Notice for Non-Employee Directors for Non-Qualified Stock Option Grants. (Incorporated by reference to Exhibit 10.26 to the Company's Quarterly Report on Form 10-Q filed with the SEC on May 4, 2006.) * |

----

Table of Contents

| 10.16     | Amendment to the Celadon Group, Inc., 2006 Omnibus Incentive Plan. (Incorporated by reference to the Company's definitive proxy statement, filed with the SEC on October 3, 2008.) *                                                                                                                                                                                          |
|-----------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 10.17     | Credit Agreement dated as of December 7, 2010 among the Company, certain of its subsidiaries, Bank of America, N.A., and certain other lenders. (Incorporated by reference to Exhibit 10.24 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on February 1, 2011.)                                                                                     |
| 10.18     | First Amendment to Credit Agreement dated August 29, 2011, among the Company, certain of its subsidiaries, Bank of America, N.A., and certain other lenders. (Incorporated by reference to Exhibit 10.26 to the Company's Quarterly Report on Form 10-Q filed with the SEC on November 4, 2011.)                                                                              |
| 10.19     | Second Amendment to Credit Agreement with Bank of America, N.A., as Administrative Agent, and Wells Fargo Bank, N.A., which amends that certain Credit Agreement, dated December 7, 2010, by and among the Company and the Lenders, as amended. (Incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the SEC on April 30, 2012.) |
| 10.20     | Third Amendment to Credit Agreement with Bank of America, N.A., as Administrative Agent, and Wells Fargo Bank, N.A., which amends that certain Credit Agreement, dated December 7, 2010, by and among the Company and the Lenders, as amended. (Incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the SEC on May 17, 2013.)    |
| 10.21     | Service Agreement dated December 11, 2013 between the Company and Stephen Russell. (Incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q filed with the SEC on February 10, 2014.) *                                                                                                                                                      |
| 10.22     | Program Agreement dated March 31, 2014, by and among the Company, Quality Equipment Leasing, LLC, and Element Financial Corp. (Incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q filed with the SEC on May 12, 2014.)                                                                                                                  |
| 10.23     | Service Agreement dated March 31, 2014, by and among the Company, Quality Equipment Leasing, LLC, and Element Financial Corp. (Incorporated by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q filed with the SEC on May 12, 2014.)                                                                                                                  |
| 10.24     | Portfolio Purchase and Sale Agreement dated March 31, 2014, by and among the Company, Quality Equipment Leasing, LLC, and Element Financial Corp. (Incorporated by reference to Exhibit 10.3 to the Company's Quarterly Report on Form 10-Q filed with the SEC on May 12, 2014.)                                                                                              |
| 21        | Subsidiaries of the Company. ***                                                                                                                                                                                                                                                                                                                                              |
| 23.1      | Consent of Independent Registered Public Accounting Firm – BKD, LLP. #                                                                                                                                                                                                                                                                                                  |
| 23.2      | Consent of Independent Registered Public Accounting Firm - KPMG LLP. #                                                                                                                                                                                                                                                                                                        |
| 31.1      | Certification pursuant to Item 601(b)(31) of Regulation S-K, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, by Paul A. Will, the Company's Chief Executive Officer. #                                                                                                                                                                                  |
| 31.2      | Certification pursuant to Item 601(b)(31) of Regulation S-K, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, by Leslie A. Tarble, the Company's Vice President, Treasurer, and Principal Financial Officer. #                                                                                                                                           |
| 32.1      | Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, by Paul A. Will, the Company's Chief Executive Officer. #                                                                                                                                                                                             |
| 32.2      | Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, by Leslie A. Tarble, the Company's Vice President, Treasurer, and Principal Financial Officer. #                                                                                                                                                      |
| 101.INS** | XBRL Instance Document ***                                                                                                                                                                                                                                                                                                                                                    |
| 101.SCH** | XBRL Taxonomy Extension Schema Document ***                                                                                                                                                                                                                                                                                                                                   |
| 101.CAL** | XBRL Taxonomy Extension Calculation Linkbase Document ***                                                                                                                                                                                                                                                                                                                     |
| 101.DEF** | XBRL Taxonomy Extension Definition Linkbase Document ***                                                                                                                                                                                                                                                                                                                      |
| 101.LAB** | XBRL Taxonomy Extension Label Linkbase Document ***                                                                                                                                                                                                                                                                                                                           |
| 101.PRE** | XBRL Taxonomy Extension Presentation Linkbase Document ***                                                                                                                                                                                                                                                                                                                    |

| *         | Management contract or compensatory plan or arrangement.                                                                                      |
|-----------|-----------------------------------------------------------------------------------------------------------------------------------------------|
| **        | In accordance with Regulation S-T, the XBRL-related information in Exhibit 101 shall be deemed to be "furnished" and not "filed."             |
|  *** | Incorporated by reference to the Annual Report on Form 10-K for the year ended June 30, 3014, filed with the SEC on September 15, 2014.  |
| #         | Filed herewith.                                                                                                                               |