Old Dominion Freight Line (ODFL) 10-K risk factor changes: FY2014 vs FY2013

| • | some of our competitors [removed: periodically] [added: may] reduce their prices to gain business, especially during times of reduced growth rates in the economy, which may limit our ability to maintain or increase prices or maintain revenue; |

| • | a strike or work stoppage [removed: would] [added: could] negatively impact our profitability and could damage customer and employee relationships; and |

Our customers’ and suppliers’ [removed: business] [added: businesses] may be impacted by a downturn in the economy and/or a disruption of financial markets, which may decrease demand for our services.

[removed: Increases in driver compensation or other difficulties] [added: Difficulties] attracting and retaining qualified drivers could [added: result in increases in driver compensation and could] adversely affect our profitability and [added: our] ability to maintain or grow our fleet.

If we are unable to attract and retain a sufficient number of drivers, we could be required to adjust our compensation packages, or operate with fewer trucks and face difficulty meeting [removed: shipper] [added: customer] demands, [removed: all] [added: any] of which could adversely affect our [removed: profitability] [added: growth] and [removed: ability to maintain our size or grow.][added: profitability.]

If claims exceed our [removed: retention] [added: SIR] or deductible levels or insurance market conditions change, insurers could raise premiums for excess coverage to cover their expenses and anticipated future losses.

In addition, insurance companies require us to obtain letters of credit to collateralize our [removed: retention] [added: SIR] or deductible levels.

[removed: However, rising] [added: Rising] healthcare costs [removed: and universal healthcare coverage] in the United States could result in significant long-term costs to us, which could have a material adverse effect on our operating results.

Diesel fuel prices and fuel availability can be impacted by factors beyond our control, such as natural or man-made disasters, adverse weather conditions, political events, [added: disruption or failure of technology or information systems,] price and supply decisions by oil producing countries and cartels, terrorist activities, armed conflict and world supply and demand imbalances.

Any future limitations on the emission of greenhouse [removed: gases or] [added: gases,] other environmental legislation [added: or customer sustainability requirements] could increase our future capital expenditures and have an adverse impact on our financial condition, results of operations and liquidity.

The [removed: final] [added: 2011] rule [removed: reduces] [added: reduced] the maximum number of hours a truck driver [removed: can] [added: could] work each week to 70 hours from the former 82-hour limit.

The [added: 2011] rule [removed: maintains a] [added: maintained the] maximum 11-hour daily driving limit, but [removed: requires] [added: required] drivers to take a 30-minute break prior to working beyond [removed: eight hours.]

Implementation of the [removed: new] [added: 2011] rule [removed: has] [added: on July 1, 2013] required [added: us to make] certain changes in [added: our operating procedures.]

[removed: our operating procedures and] [added: These changes] increased our operating costs by limiting the productivity of our drivers.

We [removed: are, however,] [added: are] subject to future rulemaking by the FMCSA and other regulatory agencies, which could be more stringent, require additional changes to our operations, increase our operating costs or otherwise adversely impact our results of operations.

The FMCSA’s [removed: Compliance, Safety, Accountability] [added: CSA] initiative [removed: (“CSA”)] could adversely impact our ability to hire qualified drivers, meet our growth projections and maintain our customer relationships, each of which could adversely impact our results of operations.

[removed: CSA] [added: Certain measurements and] scores [removed: for] [added: collected by the CSA from] transportation companies are [removed: currently] available [added: to the general public] on the FMCSA’s website.

In that regard, the loss of the services of any of our key personnel could have a material adverse effect on our financial condition, results of operations and [removed: liquidity.][added: liquidity if we are unable to secure replacement personnel that have sufficient experience in our industry and in the management of our business.]

Congdon, Jr. and members of their respective families beneficially own an aggregate of approximately [removed: 27%] [added: 25%] of the outstanding shares of our common stock.

We are reliant on [added: the proper functioning and availability of] our information systems for our operations as well as providing a value-added service to our customers.

If we are unable to sell our older equipment at or above [added: our] salvage value, the resulting losses could have a significant impact on our results of operations.

Due in part to the time commitment, the physical strains of the work and the current industry conditions, the available pool of employee drivers has been declining.

Regulatory requirements, including the Compliance, Safety, Accountability initiative (the "CSA") of the FMCSA, have also reduced the number of eligible drivers and may continue to do so in the future.

We cannot predict the impact that any state or federal healthcare legislation or regulation, including the Patient Protection and Affordable Care Act, will have on our operations, but we expect costs associated with providing benefits under employee medical plans to continue to increase.

We are also subject to increasing sensitivity to sustainability issues.

This increased focus on sustainability may result in new regulations and/or customer requirements that could adversely impact our business.

eight hours.

The 2011 rule also modified the “34-hour restart” provision to include two periods of rest between 1 a.m.

and 5 a.m., and limited a restart to once every 168 hours.

On December 16, 2014, however, the 2015 Omnibus Appropriations Bill temporarily suspended enforcement of certain aspects of the restart provisions until September 30, 2015.

Specifically, the new law temporarily eliminated the requirements for two rest periods between 1 a.m.

and 5 a.m.

and the 168-hour minimum restart provision.

During this suspension period, the law directs the Secretary of the DOT to conduct a study of the operational, safety, health and fatigue aspects of the restart provisions in effect before and after July 1, 2013.

While the suspension of certain aspects of the restart provisions should allow us to regain some of this lost productivity, the suspension is temporary and we do not plan to make significant changes to our operations.

As a result, we could continue to incur higher operating costs than we had before the 2011 rule went into effect.

If we are unable to continue to develop and retain a core group of management personnel and execute succession planning strategies, our business could be negatively impacted in the future.

Our information technology systems are subject to cyber and other risks, some of which are beyond our control, which could have a material adverse effect on our business, results of operations and financial position.

Our information systems, including our accounting systems and communications and data processing systems, are integral to the efficient operation of our business.

It is critical that the data processed by these systems remain confidential, as it often includes competitive customer information, confidential customer transaction data, employee records and key financial and operational results and statistics.

Cyber incidents that impact the security, availability, reliability, speed, accuracy or other proper functioning of these systems and measures, including outages, computer viruses, break-ins and similar disruptions, could have a significant impact on our operations.

Although our information systems are protected through physical and software safeguards as well as redundant systems, network security measures and backup systems considered appropriate by management, it is not practicable to protect against the possibility of power loss, telecommunications failures, cybersecurity attacks, and other cyber incidents in every potential circumstance that may arise.

A significant cyber incident, including system failure, security breach, disruption by malware, or other damage, could interrupt or delay our operations, damage our reputation, cause a loss of customers, expose us to a risk of loss or litigation, and/or cause us to incur significant time and expense to remedy such an event, any of which could have a material adverse impact on our results of operations and financial position.

We rely heavily on information technology systems and any disruption to our technology infrastructure or failures of essential services upon which our information technology platforms rely could cause us to incur costs or result in a loss of business, which may have a material adverse effect on our results of operations and financial condition.

Our information technology systems are complex and require ongoing investments and enhancements to meet our internal and our customers’ requirements.

Our information technology systems also depend upon the Internet, third-party service providers, global communications providers, satellite-based communications systems, the electric utilities grid, electric utility providers and telecommunications providers.

We have no control over the operation, quality, or maintenance of these services or whether vendors will improve their services or continue to provide services that are essential to our business.

Disruptions due to transitional challenges in upgrading or enhancing our technology systems or failures in the services upon which our information technology platforms rely, which may arise from adverse weather conditions or natural calamities, such as floods, hurricanes, earthquakes or tornadoes; illegal acts, including terrorist attacks; human error or systems modernization initiatives; and/or other disruptions, may adversely affect the services we provide, which could increase our costs or result in a loss of customers that could have a material adverse effect on our results of operations and financial position.

The Patient Protection and Affordable Care Act, which was signed into law in 2010 and has several provisions not yet in effect, is expected to increase our annual employee healthcare costs going forward.

We cannot predict the impact that this legislation, or any future state or federal healthcare legislation or regulation, will have on our operations.

As a result, we may become subject to additional legislation or rulemaking that could adversely impact our business.

The rule also includes changes to the “34-hour restart” provision.

As a result, we have hired additional drivers to supplement our labor requirements, which have increased our costs.

While we are unable to fully quantify all of the effects of implementing the new rule, we do not believe these additional costs had a material impact on our operating costs.

Our information technology systems are subject to certain risks that we cannot control.

Our information systems, including our accounting systems, are dependent upon third-party software, global communications providers, data network systems and other aspects of technology and Internet infrastructure that are susceptible to failure or an adverse cyber incident.

Although we have implemented redundant systems and network security measures, our information technology remains susceptible to interruptions caused by natural disasters, outages, computer viruses, break-ins and similar disruptions.

Such an event could inhibit our ability to provide services to our customers and the ability of our customers to access our systems.

In addition, there could be a loss of confidential information, corruption of data and damage to our brand image.

This may result in a reduction in demand for our services or the loss of customers that could have a negative impact on our financial condition, results of operations and liquidity.

We are a leading, less-than-truckload (“LTL”), union-free motor carrier providing regional, inter-regional and national LTL [removed: service] [added: services, which include ground] and [removed: other logistics services from] [added: air expedited transportation and consumer household pickup and delivery through] a single integrated organization.

In addition to our core LTL services, we offer a broad range of value-added services including international freight forwarding, [removed: ground and air expedited transportation,] container [removed: delivery,] [added: drayage,] truckload brokerage, supply chain [removed: consulting, warehousing and consumer household pickup] [added: consulting] and [removed: delivery.][added: warehousing.]

More than [removed: 90%] [added: 95%] of our revenue has historically been derived from transporting LTL shipments for our customers, whose demand for our services is generally tied to industrial production and the overall health of the U.S. domestic economy.

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

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

Revenue per hundredweight is a commonly-used indicator of pricing trends, but this metric can be influenced by [removed: many] other factors, such as changes in fuel surcharges, weight per shipment, length of haul and the class, or mix, of our freight.

| • | [added: LTL] Weight Per Shipment – Fluctuations in weight per shipment can indicate changes in the mix of freight we receive from our customers, as well as changes in the number of units included in a shipment. Generally, increases in weight per shipment indicate higher demand for our customers' products and overall increased economic activity. [removed: Increases in weight per shipment may also reflect growth of our container delivery services, as the weight for a container shipment is significantly higher than a traditional LTL shipment.] Changes in weight per shipment generally have an inverse effect on our revenue per hundredweight, as an increase in weight per shipment will typically cause a decrease in revenue per hundredweight. |

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

Our primary revenue focus is to increase “density,” which is shipment and tonnage growth within our existing [removed: infrastructure that is measured by our revenue per service center.][added: infrastructure.]

Our primary cost elements are direct wages and benefits associated with the movement of [removed: freight;] [added: freight,] fuel and [removed: equipment repair expenses;] [added: other operating supplies] and [added: expenses, and] depreciation of our equipment fleet and service center facilities.

We gauge our overall success in managing [removed: these] costs by monitoring our operating ratio, a measure of profitability calculated by dividing total operating expenses by revenue, which also allows [added: for] industry-wide comparisons with our competition.

| | | [removed: 2013] [added: 2014] | | | [removed: 2012] [added: 2013] | | | [removed: 2011] [added: 2012] | |

| Revenue from operations [removed: (1)] | | 100.0 | % | | 100.0 | % | | 100.0 | % |

| Salaries, wages and benefits | | [removed: 50.1] [added: 49.6] | | | [removed: 50.0] [added: 50.1] | | | [removed: 50.2] [added: 50.0] | |

| Operating supplies and expenses | | [removed: 16.5] [added: 15.5] | | | [removed: 17.7] [added: 16.5] | | | [removed: 18.7] [added: 17.7] | |

| General supplies and expenses | | 3.0 | | | [removed: 2.8] [added: 3.0] | | | [removed: 2.6] [added: 2.8] | |

| Operating taxes and licenses | | [removed: 3.1] [added: 3.0] | | | [removed: 3.2] [added: 3.1] | | | [removed: 3.3] [added: 3.2] | |

| Insurance and claims | | 1.3 | | | [removed: 1.4] [added: 1.3] | | | [removed: 1.5] [added: 1.4] | |

| Communication and utilities | | [removed: 1.0] [added: 0.9] | | | [removed: 0.9] [added: 1.0] | | | [removed: 1.0] [added: 0.9] | |

| Depreciation and amortization | | [removed: 5.4] [added: 5.3] | | | [removed: 5.2] [added: 5.4] | | | [removed: 4.8] [added: 5.2] | |

| Purchased transportation [removed: (1)] | | [removed: 4.5] [added: 4.6] | | | [removed: 4.4] [added: 4.5] | | | 4.4 | |

| Building and office equipment rents | | [removed: 0.5] [added: 0.4] | | | [removed: 0.6] [added: 0.5] | | | [removed: 0.7] [added: 0.6] | |

| Miscellaneous expenses, net | | [removed: 0.1] [added: 0.6] | | | [removed: 0.4] [added: 0.1] | | | [removed: 0.5] [added: 0.4] | |

| Total operating expenses | | [removed: 85.5] [added: 84.2] | | | [removed: 86.6] [added: 85.5] | | | [removed: 87.7] [added: 86.6] | |

| Operating income | | [removed: 14.5] [added: 15.8] | | | [removed: 13.4] [added: 14.5] | | | [removed: 12.3] [added: 13.4] | |

| Interest expense, net [removed: (2)] [added: (1)] | | [removed: 0.4] [added: 0.2] | | | [removed: 0.6] [added: 0.4] | | | [removed: 0.7] [added: 0.6] | |

| Other expense, net | | [removed: —] [added: 0.1] | | | — | | | — | |

| Income before income taxes | | [removed: 14.1] [added: 15.5] | | | [removed: 12.8] [added: 14.1] | | | [removed: 11.6] [added: 12.8] | |

| Provision for income taxes | | [removed: 5.3] [added: 5.9] | | | [removed: 4.9] [added: 5.3] | | | [removed: 4.3] [added: 4.9] | |

| Net income | | [removed: 8.8] [added: 9.6] | % | | [removed: 7.9] [added: 8.8] | % | | [removed: 7.3] [added: 7.9] | % |

| [removed: (2)] [added: (1)] | For the purpose of this table, interest expense is presented net of interest income. |

Our financial results for 2013 [removed: reflect] [added: reflected] the continued execution and success of our long-term strategies.

Our revenue increased $203.1 million, or 9.5% during 2013, which was [added: primarily] a result of increases in both [added: LTL] tonnage and price.

As compared to 2012, tonnage increased [removed: 7.4%] [added: 5.6%] primarily due to a 6.6% increase in [removed: shipments and] [added: shipments, partially offset by] a [removed: 0.7% increase] [added: 1.0% decrease] in [added: LTL] weight per shipment.

[removed: Revenue] [added: LTL revenue] per hundredweight increased [removed: 2.1%] [added: 3.8%] to [removed: $15.85] [added: $17.95] in 2013, which [removed: reflects] [added: reflected] our disciplined yield management process and a stable pricing environment.

[removed: These levels are] [added: Most of our tariffs and contracts provide for a fuel surcharge that is] generally indexed to the [removed: DOE’s] [added: U. S. Department of Energy's ("DOE")] published [added: diesel] fuel prices that reset each week.

We also hired additional drivers in the second half of 2013 to address inefficiencies that resulted from [removed: changes to the FMCSA’s hours-of-service regulations.]

This improvement [removed: is] [added: was] primarily due to a 100 basis point decrease as a percent of revenue for our cost of diesel fuel, excluding fuel taxes, which is the largest component of operating supplies and expenses, and can vary based on both consumption and average price per gallon.

Much of this improvement [removed: is] [added: was] due to our diesel fuel consumption increasing only 3.5% as compared to the 6.3% increase in our intercity miles in 2013.

Our capital expenditure plan for 2014 [removed: is projected to be] [added: was] higher than 2013, and we expect depreciation costs to increase in future periods as a result.

2014 Compared to 2013

| | | 2014 | | | | 2013 | | | | Change | | | | % Change | |

| Revenue (in thousands) | | $ | 2,787,897 | | | $ | 2,337,648 | | | $ | 450,249 | | | 19.3 | |

| Operating ratio | | 84.2 | | % | | 85.5 | | % | | | | | | | |

| Net income (in thousands) | | $ | 267,514 | | | $ | 206,113 | | | $ | 61,401 | | | 29.8 | |

| Diluted earnings per share | | $ | 3.10 | | | $ | 2.39 | | | $ | 0.71 | | | 29.7 | |

| LTL tons (in thousands) | | 7,391 | | | | 6,325 | | | | 1,066 | | | | 16.9 | |

| LTL shipments (in thousands) | | 9,073 | | | | 7,942 | | | | 1,131 | | | | 14.2 | |

| LTL weight per shipment (lbs.) | | 1,629 | | | | 1,593 | | | | 36 | | | | 2.3 | |

| LTL revenue per hundredweight | | $ | 18.33 | | | $ | 17.95 | | | $ | 0.38 | | | 2.1 | |

| LTL revenue per shipment | | $ | 298.65 | | | $ | 285.85 | | | $ | 12.80 | | | 4.5 | |

| LTL revenue per intercity mile | | 5.38 | | | | 5.28 | | | | 0.10 | | | | 1.9 | |

| LTL intercity miles (in thousands) | | 503,923 | | | | 429,709 | | | | 74,214 | | | | 17.3 | |

Our 2014 financial results reflect strong increases in revenue, net income and earnings per diluted share.

Our revenue increased 19.3% to $2.79 billion and our operating ratio improved by 130 basis points to 84.2%, which represents the fifth consecutive year that our operating ratio has improved by more than 100 basis points.

As a result, our net income increased 29.8% from the prior-year period to $267.5 million in 2014.

Our revenue growth was driven by a 16.9% increase in LTL tons combined with a 2.1% increase in revenue per hundredweight.

Our tonnage growth is primarily the result of market share gains from new and existing customers that desire the value of superior service at a fair and equitable price.

This growth increased density throughout our operations, which contributed to our improved profitability for the year.

Our growth has required continuous and significant investments in our service center network, equipment, technology and employees.

As a result, our capital expenditures were $367.7 million in 2014 and we expect our capital expenditures to be even higher in 2015.

In addition, we added 2,370 full-time employees in 2014, which included an increase in our total number of drivers of 1,253, or 16.8%.

We believe these investments provided the additional capacity to meet existing demand, and positions us well for anticipated future growth.

Our revenue increased $450.2 million, or 19.3% during 2014, which was a result of increases in both LTL tonnage and yield.

We believe that our tonnage growth in 2014 was primarily due to further market share gains from our existing customers, the addition of new customers and the general improvement in the domestic economy.

LTL revenue per hundredweight increased 2.1% to $18.33 in 2014, despite declines in fuel surcharge rates, the decrease in length of haul and the increase in weight per shipment, each of which generally has the effect of lowering this metric.

LTL revenue per hundredweight, excluding fuel surcharges, increased 2.8% in 2014 as compared to 2013.

We believe the increase in revenue per hundredweight reflects our disciplined yield management process and, a favorable pricing environment that has resulted from general capacity constraints in the LTL industry.

Fluctuations in fuel surcharges between the periods are primarily the result of changes in the underlying price of diesel fuel.

The increase in employees primarily relates to our productive labor workforce, which was necessary to keep pace with our increased volumes during the year.

In addition to the increase in employees, our costs were also impacted by a productivity decline in our platform operations that increased these costs as a percent of revenue.

Our aggregate productive labor costs increased to 25.8% of revenue in 2014 as compared to 25.5% in 2013 while our other salaries and wages improved to 11.5% of revenue in 2014 as compared to 11.7% in 2013.

The cost for our health and dental benefit plans increased over 2013, primarily due to an increase in the total number of eligible employees in the plans.

This increase was partially offset by a reduction in the average cost per employee for these benefits in 2014 as compared to 2013.

As a result, health and dental benefit expenses decreased as a percent of salaries and wages, which contributed to the overall improvement in total employee benefit costs as a percent of salaries and wages to 32.8% for 2014 from 34.6% for 2013.

Operating supplies and expenses increased $47.5 million in 2014 as compared to 2013, although these costs as a percent of revenue improved to 15.5% of revenue in 2014 from 16.5% in 2013.

The cost of diesel fuel, excluding fuel taxes, represents the largest component of operating supplies and expenses, and can vary based on both consumption and average price per gallon.

Our total miles in 2014 increased 16.4% as compared to 2013, which compares favorably to our diesel fuel consumption, which increased only 13.0% during the same period.

Our consumption trends continued to improve due to certain operational initiatives to increase our average miles per gallon and the increased use of new fuel-efficient equipment.

Our cost of diesel fuel, excluding fuel taxes, also benefited from a decrease in our average cost per gallon of 4.3% for 2014 from 2013.

| | |

| --- | --- |

We continually upgrade our technological capabilities to improve our customer service and lower our operating costs.

Our technology provides our customers with visibility of their shipments throughout our network, increases the productivity of our workforce and provides key metrics from which we can monitor our processes.

| (1) | Our prior-period results have been adjusted for an immaterial correction related to how we present the costs of purchased transportation for certain truckload brokerage and international freight forwarding services. For more information on these adjustments, see Note 1 to the Financial Statements included in Item 8, "Financial Statements and Supplementary Data" below. |

| Total tons (in thousands) | | 7,385 | | | | 6,875 | | | | 510 | | | | 7.4 | |

| Total shipments (in thousands) | | 8,279 | | | | 7,765 | | | | 514 | | | | 6.6 | |

| Weight per shipment (lbs.) | | 1,784 | | | | 1,771 | | | | 13 | | | | 0.7 | |

| Revenue per hundredweight | | $ | 15.85 | | | $ | 15.53 | | | $ | 0.32 | | | 2.1 | |

| Revenue per shipment | | $ | 282.78 | | | $ | 274.92 | | | $ | 7.86 | | | 2.9 | |

As a result, our operating ratio improved by over 100 basis points for the fourth straight year to 85.5%, which is the best annual operating ratio our Company has ever produced.

Most of our tariffs and contracts provide for a fuel surcharge, which is recorded as additional revenue, as diesel fuel prices increase above stated levels.

2012 Compared to 2011

| | | 2012 | | | | 2011 | | | | Change | | | | % Change | |

| Revenue (in thousands) | | $ | 2,134,579 | | | $ | 1,903,800 | | | $ | 230,779 | | | 12.1 | |

| Operating ratio | | 86.6 | | % | | 87.7 | | % | | | | | | | |

| Net income (in thousands) | | $ | 169,452 | | | $ | 139,470 | | | $ | 29,982 | | | 21.5 | |

| Diluted earnings per share | | $ | 1.97 | | | $ | 1.63 | | | $ | 0.34 | | | 20.9 | |

| Total tons (in thousands) | | 6,875 | | | | 6,397 | | | | 478 | | | | 7.5 | |

| Total shipments (in thousands) | | 7,765 | | | | 7,256 | | | | 509 | | | | 7.0 | |

| Weight per shipment (lbs.) | | 1,771 | | | | 1,763 | | | | 8 | | | | 0.5 | |

| Revenue per hundredweight | | $ | 15.53 | | | $ | 14.88 | | | $ | 0.65 | | | 4.4 | |

| Revenue per shipment | | $ | 274.92 | | | $ | 262.43 | | | $ | 12.49 | | | 4.8 | |

Our 2012 financial results were driven by strong growth in our revenue, which exceeded $2.0 billion for the first time in our Company's history.

We experienced strong growth in both tonnage and revenue per hundredweight, while also improving the efficiency of our operations, all of which led to margin improvement over the previous year.

As a result, our operating ratio improved to 86.6% and net income increased 21.5% to $169.5 million for 2012.

We believe our success in 2012 was primarily the result of our ability to win market share by providing shippers with a value proposition that consists of providing "best-in-class" on-time and claims-free service at a fair and equitable price.

Our commitment to this value proposition should allow us to continue to increase our tonnage and market share.

Our revenue growth during 2012 of 12.1% was driven by increased tonnage and pricing.

We believe the increase in shipments during the year was primarily due to increased market share, as our growth exceeded reported industry levels.

Revenue per hundredweight increased 4.4% to $15.53 in 2012.

This increase reflects our disciplined yield management process as well as an improved pricing environment in 2012.

Revenue per hundredweight is a good indicator of pricing trends, but this metric is influenced by many other factors, such as changes in fuel surcharges, weight per shipment, length of haul and mix of freight; therefore, changes in revenue per hundredweight do not necessarily indicate actual changes in underlying rates.

Our revenue per hundredweight, excluding fuel surcharges, increased 4.0% in 2012 despite the negative influence of the increase in weight per shipment and decrease in length of haul.

The increase in our headcount was necessary to ensure adequate labor capacity for the increase in shipments during 2012 as well as for projected growth.

As a result, our direct labor costs for drivers, platform employees and fleet technicians increased $55.2 million, or 10.8% in 2012 as compared to 2011.

Although these costs increased during 2012, our salaries and wages as a percent of revenue improved to 37.4% from 38.1% in 2011 as a result of the increased density and efficiency in our operations.

Our platform pounds handled per hour, P&D stops per hour and P&D shipments per hour improved 4.0%, 0.7% and 0.5%, respectively, over the prior-year period.

As a percentage of salaries and wages, employee benefit costs increased to 33.7% in 2012 from 31.9% in 2011.

Operating supplies and expenses increased $23.3 million in 2012 primarily due to the increases in the costs of diesel fuel, excluding fuel taxes, which represents the largest component of operating supplies and expenses.

At December 31, [removed: 2013,] [added: 2014,] the cash value for variable life insurance contracts was [removed: $29.4] [added: $33.7] million of the [removed: $31.6] [added: $36.0] million of aggregate cash values for all life insurance contracts included on our Balance Sheets.

A 10% change in market value in those investments would have a [removed: $2.9] [added: $3.4] million impact on our pre-tax income.

At December 31, [removed: 2013,] [added: 2014,] the total liability for awards granted under our employee and director phantom stock [removed: plans totaled $23.6 million.]

A 10% change in the price of our common stock at December 31, [removed: 2013] [added: 2014] would have had a [removed: $2.4] [added: $3.5] million impact on our operating income in [removed: 2013] [added: 2014] with respect to these plans.

For further discussion related to these risks, see Notes 2 and [removed: 8] [added: 7] to the Financial Statements included in Item 8, “Financial Statements and Supplementary Data” and Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

plans totaled $34.7 million.

We are a leading, less-than-truckload (“LTL”), union-free motor carrier providing regional, inter-regional and national LTL [removed: service] [added: services, which include ground] and [removed: other logistics services from] [added: air expedited transportation and consumer household pickup and delivery through] a single integrated organization.

We [removed: are] [added: were] the fifth largest LTL motor carrier in the United States, as measured by [removed: 2012] [added: 2013] revenue, according to Transport Topics.

In addition to our core LTL services, we offer a broad range of value-added services including international freight forwarding, [removed: ground and air expedited transportation,] container [removed: delivery,] [added: drayage,] truckload brokerage, supply chain [removed: consulting, warehousing and consumer household pickup] [added: consulting] and [removed: delivery.][added: warehousing.]

Our services are complemented by our technological capabilities, which we believe provide the tools to improve the efficiency of our operations while empowering our customers to manage their [added: individual] shipping needs.

More than [removed: 90%] [added: 95%] of our revenue is derived from transporting LTL shipments for our customers, whose demand for our services is generally tied to industrial production and the overall health of the U.S. domestic economy.

To support our ongoing expansion, we added [removed: 15] [added: 12] new service centers during the past five years for a total of [removed: 221] [added: 222] at December 31, [removed: 2013.][added: 2014.]

In contrast, truckload carriers generally dedicate an entire [removed: trailer] [added: truck] to one customer from origin to destination.

According to the American Trucking Associations, total U.S. freight transportation revenue in [removed: 2012] [added: 2013] was [removed: $795.7] [added: $840.0] billion, of which the trucking industry accounted for [removed: 80.7%.][added: 81.2%.]

The LTL sector had revenue in [removed: 2012] [added: 2013] of [removed: $51.5] [added: $54.4] billion, which represented 6.5% of total U.S. freight transportation revenue.

In addition, successful LTL motor carriers generally employ, and regularly update, a high level of technology-based systems and processes that provide information to customers and help reduce [removed: our] operating costs.

Based on [removed: 2012] [added: 2013] revenue as reported in Transport Topics, the largest [added: 10 and] 25 LTL motor carriers accounted for approximately [removed: 60.6%] [added: 47.3% and 57.8%, respectively,] of the total LTL market.

We believe we are able to compete effectively in our markets by providing [removed: superior-quality] [added: high-quality] and timely service at a fair and equitable price.

[removed: At all levels of] [added: Throughout] our organization, we [added: continuously] seek to [removed: continuously] improve customer service by maximizing on-time performance [removed: while reducing transit times] and minimizing cargo claims.

Our diversified mix and scope of regional, inter-regional and national [added: LTL] service, combined with our value-added service offerings, enables us to provide our customers with a single source to meet their shipping and logistics needs.

We compete with several large and [removed: more] diversified transportation service providers, each of which may have [removed: more equipment,] a broader global network and a wider range of services than we [removed: have.][added: do.]

At December 31, [removed: 2013,] [added: 2014,] we operated through [removed: 221] [added: 222] service center locations, of which we owned [removed: 158] [added: 176] and leased [removed: 63.][added: 46.]

We operate a total of ten major breakbulk facilities located in Rialto, California; Atlanta, Georgia; Chicago, Illinois; Indianapolis, Indiana; Greensboro, North Carolina; Harrisburg, Pennsylvania; Memphis and Morristown, Tennessee; Dallas, Texas; and Salt Lake City, Utah, while using various other service centers for [added: additional] limited breakbulk activity in order to serve our next-day markets.

Our service centers are responsible for the pickup and delivery of freight within their [added: local] service area.

All inbound freight received by the service center in the evening or during the night is [added: generally] scheduled for local delivery the next business day, unless a [removed: customer requests a different delivery schedule.]

Our management team monitors freight movements, transit times, load factors and many other productivity measurements to [added: help] ensure that we maintain our high levels of service and efficiency.

Twin trailers and long-combination vehicles permit more freight to be transported behind a tractor than could otherwise be transported by one [removed: large] trailer.

At December 31, [removed: 2013,] [added: 2014,] we owned [removed: 6,296] [added: 6,907] tractors.

At December 31, [removed: 2013,] [added: 2014,] we owned [removed: 25,052] [added: 27,259] trailers.

The table below reflects, as of December 31, [removed: 2013,] [added: 2014,] the average age of our tractors and trailers:

The table below sets forth our capital expenditures for tractors and trailers for the years ended December 31, [removed: 2013, 2012] [added: 2014, 2013] and [removed: 2011.][added: 2012.]

| (In thousands) | | [removed: 2013] [added: 2014] | | | | [removed: 2012] [added: 2013] | | | | [removed: 2011] [added: 2012] | | |

| Tractors | | $ | [removed: 59,317] [added: 91,750] | | | $ | [removed: 113,257] [added: 59,317] | | | $ | [removed: 69,837] [added: 113,257] | |

| Trailers | | [removed: 70,042] [added: 80,853] | | | | [removed: 83,405] [added: 70,042] | | | | [removed: 62,326] [added: 83,405] | | |

| Total | | $ | [removed: 129,359] [added: 172,603] | | | $ | [removed: 196,662] [added: 129,359] | | | $ | [removed: 132,163] [added: 196,662] | |

At December 31, [removed: 2013,] [added: 2014,] we operated 38 maintenance centers at certain service center locations throughout our network.

Tractors are routed to appropriate maintenance facilities at designated mileage intervals or [added: every] 90 days, whichever occurs first.

Revenue is generated [removed: by customers dispersed] primarily [added: from customers] throughout the United States and North America.

In [removed: 2013,] [added: 2014,] our largest customer accounted for approximately 2.6% of our revenue and our largest 5, 10 and 20 customers accounted for approximately [removed: 9.4%, 14.3%] [added: 9.7%, 14.8%] and [removed: 21.2%] [added: 21.5%] of our revenue, respectively.

For each of the previous three years, more than [removed: 90%] [added: 95%] of our revenue was derived from transporting LTL shipments for our customers and less than 5% of our revenue was generated from international services.

We continually [added: seek to] upgrade and enhance our technological capabilities, and we provide access to our systems through multiple gateways that offer our customers [added: and employees] maximum flexibility and immediate access to information.

At December 31, [removed: 2013,] [added: 2014,] the amounts [removed: for] [added: of] our SIR and/or deductibles were as follows: $2.75 million per occurrence for bodily injury and property damage (“BIPD”) claims, $100,000 per claim for cargo loss and damage, $1.0 million per occurrence for workers’ compensation claims and $400,000 per occurrence (with a $400,000 aggregate over our retention level) for group health claims.

We periodically review our [removed: risks] [added: risk exposure] and insurance coverage applicable to those risks and we believe that we maintain sufficient insurance coverage.

[removed: Our industry depends] [added: We depend] heavily upon the availability of diesel [removed: fuel.][added: fuel to provide our transportation services.]

As of December 31, [removed: 2013,] [added: 2014,] we employed [removed: 14,073] [added: 16,443] individuals on a full-time basis, none of which were represented under a collective bargaining agreement.

| Fleet technicians | | [removed: 481] [added: 510] | |

customer requests a different delivery schedule.

| Tractors | | 6,907 | | | 4.9 | |

| Linehaul trailers | | 19,556 | | | 5.8 | |

| P&D trailers | | 7,703 | | | 11.8 | |

Our data systems are integrated in every level within our organization, which we believe is critical to our success and performance.

Our systems are protected through physical and software safeguards, as well as redundant systems, network security measures and backup systems considered appropriate by management.

We maintain fuel storage and pumping facilities at certain service center locations as the primary source for fueling our fleet, and we utilize over-the-road fueling options at retail locations as necessary.

We could be susceptible to regional and/or national fuel shortages, which could cause us to incur additional expense in order to obtain an adequate supply within our own fueling network or cause us to rely more heavily on higher-priced retail fuel.

| Drivers | | 8,733 | |

| Platform | | 2,859 | |

| Sales, administrative and other | | 4,341 | |

| Total | | 16,443 | |

eight hours.

The 2011 rule also modified the “34-hour restart” provision to include two periods of rest between 1 a.m.

and 5 a.m., and limited a restart to once every 168 hours.

On December 16, 2014, however, the 2015 Omnibus Appropriations Bill temporarily suspended enforcement of certain aspects of the restart provisions until September 30, 2015.

Specifically, the new law temporarily eliminated the requirements for two rest periods between 1 a.m.

and 5 a.m.

and the 168-hour minimum restart provision.

During this suspension period, the law directs the Secretary of the DOT to conduct a study of the operational, safety, health and fatigue aspects of the restart provisions in effect before and after July 1, 2013.

Implementation of the 2011 rule on July 1, 2013 required us to make certain changes in our operating procedures.

While the suspension of certain aspects of the restart provisions should allow us to regain some of this lost productivity, the suspension is temporary and we do not plan to make significant changes to our operations.

As a result, we could continue to incur higher operating costs than we had before the 2011 rule went into effect.

Our larger competitors may also have greater financial resources and, in general, the ability to reduce prices to gain business, especially during times of reduced growth rates in the economy.

| Tractors | | 6,296 | | | 4.8 | |

| Linehaul trailers | | 18,077 | | | 5.7 | |

| P&D trailers | | 6,975 | | | 12.9 | |

Although we currently maintain fuel storage and pumping facilities at 58, or 26%, of our service center locations, we may be susceptible to fuel shortages at certain locations that could cause us to incur additional expense to help ensure adequate supply on a timely basis to prevent a disruption to our service schedules.

Diesel fuel costs, including fuel taxes, totaled 13.2%, 14.3% and 14.9% of revenue in 2013, 2012 and 2011, respectively.

| | | | |

| Drivers | | 7,480 | |

| Platform | | 2,260 | |

| Sales | | 518 | |

| Salaried, clerical and other | | 3,334 | |

| Total | | 14,073 | |

At December 31, 2013, we had a sales staff of 518 employees.

We compensate our sales force, in part, based upon certain operating metrics to help motivate our sales employees to achieve our service, growth and profitability objectives.

consolidations and acquisitions and periodic financial reporting.

The rule also includes changes to the “34-hour restart” provision.

As a result, we have hired additional drivers to supplement our labor requirements, which have increased our costs.

While we are unable to fully quantify all of the effects of implementing the new rule, we do not believe these additional costs had a material impact on our operating costs.

We are involved in various legal proceedings and claims that have arisen in the ordinary course of our business [removed: that] [added: and] have not been fully adjudicated, some of which are covered in [added: whole or in] part by insurance.

Certain of these claims include class-action allegations.

10-K 1 [removed: a201310-k.htm] [added: a201410-k.htm] FORM 10-K

For the fiscal year ended December 31, [removed: 2013][added: 2014]

[removed: ][added: ]

The aggregate market value of voting stock held by non-affiliates of the registrant as of June [removed: 28, 2013] [added: 30, 2014] was [removed: $2,626,693,513,] [added: $4,085,227,825,] based on the closing sales price as reported on the NASDAQ Global Select Market.

As of February [removed: 27, 2014,] [added: 25, 2015,] the registrant had [removed: 86,164,917] [added: 85,925,587] outstanding shares of Common Stock ($0.10 par value).

Certain portions of the Company’s Proxy Statement for the [removed: 2014] [added: 2015] Annual Meeting of Shareholders are incorporated by reference into Part III of this report.

| [Forward-Looking [removed: Information](#s0DB745C167187BB4A15037691EED15F1)] [added: Information](#sF00AF1E82F737A350644AD1E227E6DBE)] | | [removed: [4](#s0DB745C167187BB4A15037691EED15F1)] [added: [1](#sF00AF1E82F737A350644AD1E227E6DBE)] |

| Item 1 | [removed: [Business](#s1CDA46E7A11CC3A09C8C37691D85C173)] [added: [Business](#s167835DDB4A0A4577A8BAD1E203B83FB)] | [removed: [4](#s1CDA46E7A11CC3A09C8C37691D85C173)] [added: [1](#s167835DDB4A0A4577A8BAD1E203B83FB)] |

| Item 1A | [Risk [removed: Factors](#s1C0CBC189646DECB280B37691F798905)] [added: Factors](#s29CF4AC1FE7D2ECB08F6AD1E22F448A2)] | [removed: [9](#s1C0CBC189646DECB280B37691F798905)] [added: [6](#s29CF4AC1FE7D2ECB08F6AD1E22F448A2)] |

| Item 1B | [Unresolved Staff [removed: Comments](#s5926501B1443F12FFD7437691F994E21)] [added: Comments](#sCEC58CC4DA4F56F26DA3AD1E2326FEAD)] | [removed: [17](#s5926501B1443F12FFD7437691F994E21)] [added: [15](#sCEC58CC4DA4F56F26DA3AD1E2326FEAD)] |

| Item 2 | [removed: [Properties](#s6DE25C3B04C96F5D556C37691FC75D58)] [added: [Properties](#s06247B42C266DE9D4273AD1E2346AA4D)] | [removed: [17](#s6DE25C3B04C96F5D556C37691FC75D58)] [added: [16](#s06247B42C266DE9D4273AD1E2346AA4D)] |

| Item 3 | [Legal [removed: Proceedings](#sE3A5EABB951EA2BF47BD37691FE70A75)] [added: Proceedings](#sC704C346B54CA9EAABDBAD1E2378FA90)] | [removed: [18](#sE3A5EABB951EA2BF47BD37691FE70A75)] [added: [16](#sC704C346B54CA9EAABDBAD1E2378FA90)] |

| Item 4 | [Mine Safety [removed: Disclosures](#s0F298003787222A73ABF3769201613C8)] [added: Disclosures](#s2BB7A6906B27102A3026AD1E239B3E9E)] | [removed: [18](#s0F298003787222A73ABF3769201613C8)] [added: [16](#s2BB7A6906B27102A3026AD1E239B3E9E)] |

| Item 5 | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#s24091A14D05A950F709237691D852FBA)] [added: Securities](#s83BFEEAD4A619A662301AD1E209CB0A2)] | [removed: [18](#s24091A14D05A950F709237691D852FBA)] [added: [17](#s83BFEEAD4A619A662301AD1E209CB0A2)] |

| Item 6 | [Selected Financial [removed: Data](#s37F19100C02BF0C7835337691DE3F42C)] [added: Data](#sA606F05C0F45B7FA477DAD1E200C40F9)] | [removed: [20](#s37F19100C02BF0C7835337691DE3F42C)] [added: [19](#sA606F05C0F45B7FA477DAD1E200C40F9)] |

| Item 7 | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#s10485ED6E02BC11D051E37691D76E3CD)] [added: Operations](#s14BD83BD2E2E89281BDBAD1E200AB5B7)] | [removed: [21](#s10485ED6E02BC11D051E37691D76E3CD)] [added: [20](#s14BD83BD2E2E89281BDBAD1E200AB5B7)] |

| Item 7A | [Quantitative and Qualitative Disclosures about Market [removed: Risk](#sA4C31474FE65A27721153769210017D9)] [added: Risk](#s86416FD4B5C2BAAA2D19AD1E24BCE069)] | [removed: [31](#sA4C31474FE65A27721153769210017D9)] [added: [30](#s86416FD4B5C2BAAA2D19AD1E24BCE069)] |

| Item 8 | [Financial Statements and Supplementary [removed: Data](#sAD7268AD1027C56F0A9037692110A8A0)] [added: Data](#sE245BEE280FF9027F900AD1E24BCA367)] | [removed: [33](#sAD7268AD1027C56F0A9037692110A8A0)] [added: [31](#sE245BEE280FF9027F900AD1E24BCA367)] |

| Item 9 | [Changes in and Disagreements With Accountants on Accounting and Financial [removed: Disclosure](#sB9FB98B4A33B74093A6C376924C9BFA4)] [added: Disclosure](#sD3216F36DBF291A755F3AD1E28595206)] | [removed: [50](#sB9FB98B4A33B74093A6C376924C9BFA4)] [added: [46](#sD3216F36DBF291A755F3AD1E28595206)] |

| Item 9A | [Controls and [removed: Procedures](#sDF7C45D7AE10458D5FD4376924F703B5)] [added: Procedures](#s682132019B6F945B3A0FAD1E287D498D)] | [removed: [50](#sDF7C45D7AE10458D5FD4376924F703B5)] [added: [46](#s682132019B6F945B3A0FAD1E287D498D)] |

| Item 9B | [Other [removed: Information](#s02DB6EE06305FADC8C7D37692517B480)] [added: Information](#s42EEA85E9B7016493A8BAD1E28AEF5CC)] | [removed: [52](#s02DB6EE06305FADC8C7D37692517B480)] [added: [48](#s42EEA85E9B7016493A8BAD1E28AEF5CC)] |

| [Part [removed: III](#sAFCB11CE30A241B5F498376925551D0B)] [added: III](#s1E81F270E6C6A47B2097AD1E28D09EAA)] | | [removed: [52](#sAFCB11CE30A241B5F498376925551D0B)] [added: [48](#s1E81F270E6C6A47B2097AD1E28D09EAA)] |

| Item 10 | [Directors, Executive Officers and Corporate [removed: Governance](#s8656B55F2DC721ED606E376925740CB2)] [added: Governance](#s05A19F7FB7DF1CF2AD85AD1E2901BA35)] | [removed: [52](#s8656B55F2DC721ED606E376925740CB2)] [added: [48](#s05A19F7FB7DF1CF2AD85AD1E2901BA35)] |

| Item 11 | [Executive [removed: Compensation](#sD454C10F8E18E40349D9376925A3EF3C)] [added: Compensation](#s244086B9B285E23FF8C5AD1E29230F6D)] | [removed: [52](#sD454C10F8E18E40349D9376925A3EF3C)] [added: [48](#s244086B9B285E23FF8C5AD1E29230F6D)] |

| Item 12 | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#s271E8AC8325A5BC6E2DC376925C3D6A3)] [added: Matters](#s39B742B2CF17B3786A3EAD1E2954FB29)] | [removed: [52](#s271E8AC8325A5BC6E2DC376925C3D6A3)] [added: [48](#s39B742B2CF17B3786A3EAD1E2954FB29)] |

| Item 13 | [Certain Relationships and Related Transactions, and Director [removed: Independence](#s749979A941867F2D3ADF376925F1A4EA)] [added: Independence](#s9EADDB0CCE42ED23D128AD1E2977612F)] | [removed: [52](#s749979A941867F2D3ADF376925F1A4EA)] [added: [48](#s9EADDB0CCE42ED23D128AD1E2977612F)] |

| Item 14 | [Principal Accounting Fees and [removed: Services](#s25DB7EA074BEE69F768A37692611738D)] [added: Services](#s72A325C4EF7C45368959AD1E29A842DD)] | [removed: [52](#s25DB7EA074BEE69F768A37692611738D)] [added: [48](#s72A325C4EF7C45368959AD1E29A842DD)] |

| Item 15 | [Exhibits, Financial Statement [removed: Schedules](#s05EFF06FAD07ECBC06A137691A2AC494)] [added: Schedules](#sF8B524B4508CBB4EC4D3AD1E1F11EF1C)] | [removed: [53](#s05EFF06FAD07ECBC06A137691A2AC494)] [added: [49](#sF8B524B4508CBB4EC4D3AD1E1F11EF1C)] |

| [Exhibit [removed: Index](#s3D78E3F311882DD44C35376926BDF4B7)] [added: Index](#s4F41E5E0BDA8C6AB704FAD1E2A4D5DAE)] | | [removed: [55](#s3D78E3F311882DD44C35376926BDF4B7)] [added: [51](#s4F41E5E0BDA8C6AB704FAD1E2A4D5DAE)] |

| [Part I](#s68B3C2521A8A9769C7CFAD1E22A17D05) | | [1](#s68B3C2521A8A9769C7CFAD1E22A17D05) |

| [Part II](#s15951A77C84E4252BD2FAD1E23CB3C29) | | [17](#s15951A77C84E4252BD2FAD1E23CB3C29) |

| [Part IV](#s6BEC963CD2089B9166F9AD1E29C9AF57) | | [49](#s6BEC963CD2089B9166F9AD1E29C9AF57) |

| [Signatures](#sA3D48A196AEF68D90ABCAD1E2A1D09E2) | | [50](#sA3D48A196AEF68D90ABCAD1E2A1D09E2) |

| [Part I](#sB56B33A3789CC1C43D5637691F1C447E) | | [4](#sB56B33A3789CC1C43D5637691F1C447E) |

| [Part II](#sF3EB478602D715234F22376920353369) | | [18](#sF3EB478602D715234F22376920353369) |

| [Part IV](#s07C3E6DA15334FCEEF5E3769264FDBB6) | | [53](#s07C3E6DA15334FCEEF5E3769264FDBB6) |

| [Signatures](#s53C418D8783201A314DE3769269D686B) | | [54](#s53C418D8783201A314DE3769269D686B) |

We own our principal executive office located in Thomasville, North Carolina, consisting of a two-story office building of approximately [removed: 160,000] [added: 165,000] square feet on [removed: 30.1] [added: 31.8] acres of land.

At December 31, [removed: 2013,] [added: 2014,] we operated [removed: 221] [added: 222] service centers, of which [removed: 158] [added: 176] were owned and [removed: 63] [added: 46] were leased.

Our service centers that are owned include most of our larger facilities and account for [removed: 83.5%] [added: approximately 90%] of the total door capacity in our network.

With the exception of our Chicago, Illinois facility, [removed: which has a lease that expires in 2021,] we own our major breakbulk facilities.

Each of our major breakbulk facilities is listed below with the number of doors as of December 31, [removed: 2013.][added: 2014.]

| Memphis, Tennessee | | [removed: 169] [added: 267] |

| Salt Lake City, Utah | | [removed: 129] [added: 150] |

Our [removed: 221] [added: 222] facilities are strategically dispersed over the states in which we operate.

At December 31, [removed: 2013,] [added: 2014,] the terms of our leased properties ranged from month-to-month to a lease that expires in [removed: 2023.][added: 2039.]

We also own [removed: 18] [added: 12] non-operating service center properties.

[removed: Eleven] [added: Eight] of these properties are leased to third parties with lease terms that range from month-to-month to a lease that expires in [removed: 2017.][added: 2019.]

In addition, we believe we have sufficient capacity in our service center network to accommodate [removed: a substantial increase in] [added: increased] demand for our services.

At February [removed: 19, 2014,] [added: 23, 2015,] there were [removed: 32,642] [added: 50,983] holders of our common stock, including [removed: 159] [added: 116] shareholders of record.

We did not pay any dividends on our common stock during fiscal year [removed: 2013] [added: 2014] or [removed: 2012,] [added: 2013,] and we have no current plans to declare or pay any dividends on our common stock during fiscal year [removed: 2014.][added: 2015.]

The following table sets forth the high and low sales price of our common stock for the periods indicated, as reported by [removed: Nasdaq and as adjusted to give effect to the three-for-two stock split effected in September 2012:][added: Nasdaq:]

The following graph compares the total shareholder cumulative returns, assuming the reinvestment of all dividends, of $100 invested on December 31, [removed: 2008,] [added: 2009,] in (i) our common stock, (ii) the NASDAQ [added: Industrial Transportation Index, (iii) the S&P 500 Total Return Index, (iv) the NASDAQ] Trucking & Transportation Stocks and [removed: (iii)] [added: (v)] The NASDAQ Stock Market (US) for the five-year period ended December 31, [removed: 2013:][added: 2014.]

[removed: ][added: ]

| | | 2014 | | | | | | | | | | | | | | |

| High | | $ | 57.48 | | | $ | 65.35 | | | $ | 72.63 | | | $ | 81.48 | |

| Low | | $ | 49.76 | | | $ | 53.63 | | | $ | 61.17 | | | $ | 62.17 | |

The following table provides information regarding our repurchases of our common stock during the fourth quarter of 2014.

| | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | | | | | | | | |

| ISSUER PURCHASES OF EQUITY SECURITIES | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | |

| | | Total Number of Shares Purchased | | | Average Price Paid per Share | | | | Total Number of Shares Purchased as Part of Publicly Announced Programs | | | Approximate Dollar Value of Shares that May Yet Be Purchased Under the Programs | | |

| | | | | | | | | | | | | | | |

| October 1-31, 2014 | | — | | | $ | — | | | — | | | $ | — | |

| November 1-30, 2014 | | — | | | $ | — | | | — | | | $ | — | |

| December 1-31, 2014 | | 70,620 | | | $ | 78.34 | | | 70,620 | | | $ | 194,467,625 | |

| Total | | 70,620 | | | $ | 78.34 | | | 70,620 | | | | | |

On November 10, 2014, we announced that our Board of Directors approved a stock repurchase program authorizing us to repurchase up to an aggregate of $200.0 million of our outstanding common stock.

We may repurchase shares from time-to-time in open market purchases or through privately negotiated transactions.

The program expires on November 6, 2016.

Shares of our common stock repurchased by us under the repurchase program are canceled at the time of repurchase and are authorized but unissued shares of our common stock.

As a result of a change in the total return data made available to us through our vendor provider, our performance graphs going forward will use a comparable index provided by NASDAQ OMX Global Indexes.

We have included the NASDAQ Trucking & Transportation Stocks and The NASDAQ Stock Market (US) for comparative purposes, however, these indices will be replaced with the NASDAQ Industrial Transportation Index and the S&P 500 Total Return Index going forward.

| | | 12/31/09 | | | | 12/31/10 | | | | 12/31/11 | | | | 12/31/12 | | | | 12/31/13 | | | | 12/31/14 | | |

| Old Dominion Freight Line, Inc. | | $ | 100 | | | $ | 156 | | | $ | 198 | | | $ | 251 | | | $ | 389 | | | $ | 569 | |

| New Indices: | | | | | | | | | | | | | | | | | | | | | | | | |

| S&P 500 Total Return Index | | $ | 100 | | | $ | 115 | | | $ | 117 | | | $ | 136 | | | $ | 180 | | | $ | 205 | |

| NASDAQ Industrial Transportation Index | | $ | 100 | | | $ | 132 | | | $ | 138 | | | $ | 147 | | | $ | 208 | | | $ | 253 | |

| Former Indices: | | | | | | | | | | | | | | | | | | | | | | | | |

| NASDAQ Trucking & Transportation Stocks | | $ | 100 | | | $ | 137 | | | $ | 116 | | | $ | 122 | | | $ | 162 | | | $ | 201 | |

| The NASDAQ Stock Market (US) | | $ | 100 | | | $ | 118 | | | $ | 119 | | | $ | 141 | | | $ | 196 | | | $ | 226 | |

On August 13, 2012, we announced a three-for-two common stock split for shareholders of record as of the close of business on the record date, August 24, 2012.

On September 7, 2012 those shareholders received one additional share of common stock for every two shares owned.

In lieu of fractional shares, shareholders received a cash payment based on the average of the high and low sales prices of our common stock on the record date.

| | | 2012 | | | | | | | | | | | | | | |

| High | | $ | 32.87 | | | $ | 32.77 | | | $ | 32.06 | | | $ | 35.13 | |

| Low | | $ | 25.54 | | | $ | 27.04 | | | $ | 26.12 | | | $ | 28.75 | |

| | | 12/31/08 | | | | 12/31/09 | | | | 12/31/10 | | | | 12/31/11 | | | | 12/31/12 | | | | 12/31/13 | | |

| Old Dominion Freight Line, Inc.............................. | | $ | 100 | | | $ | 108 | | | $ | 169 | | | $ | 214 | | | $ | 271 | | | $ | 419 | |

| NASDAQ Trucking & Transportation Stocks......... | | $ | 100 | | | $ | 117 | | | $ | 161 | | | $ | 136 | | | $ | 143 | | | $ | 190 | |

| The NASDAQ Stock Market (US).......................... | | $ | 100 | | | $ | 144 | | | $ | 170 | | | $ | 171 | | | $ | 202 | | | $ | 282 | |

| (In thousands, except per share [removed: amounts] [added: amounts)] | | | | | | | | | | | | | | | | | | | | |

| [removed: and operating statistics)] | | [removed: 2013] [added: 2014] | | | | [removed: 2012] [added: 2013] | | | | [removed: 2011] [added: 2012] | | | | [removed: 2010] [added: 2011] | | | | [removed: 2009] [added: 2010] | | |

| Revenue from operations [removed: (1)] | | $ | [removed: 2,337,648] [added: 2,787,897] | | | $ | [removed: 2,134,579] [added: 2,337,648] | | | $ | [removed: 1,903,800] [added: 2,134,579] | | | $ | [removed: 1,501,848] [added: 1,903,800] | | | $ | [removed: 1,260,088] [added: 1,501,848] | |

| Depreciation and amortization expense [removed: (2)] | | [removed: 127,072] [added: 146,466] | | | | [removed: 110,743] [added: 127,072] | | | | [removed: 90,820] [added: 110,743] | | | | [removed: 80,362] [added: 90,820] | | | | [removed: 94,784] [added: 80,362] | | |

| Total operating expenses [removed: (1)] | | [removed: 1,999,210] [added: 2,346,590] | | | | [removed: 1,849,325] [added: 1,999,210] | | | | [removed: 1,669,728] [added: 1,849,325] | | | | [removed: 1,364,109] [added: 1,669,728] | | | | [removed: 1,189,697] [added: 1,364,109] | | |

| Operating income | | [removed: 338,438] [added: 441,307] | | | | [removed: 285,254] [added: 338,438] | | | | [removed: 234,072] [added: 285,254] | | | | [removed: 137,739] [added: 234,072] | | | | [removed: 70,391] [added: 137,739] | | |

| Interest expense, net [removed: (3)] [added: (1)] | | [removed: 9,473] [added: 6,502] | | | | [removed: 11,428] [added: 9,473] | | | | [removed: 13,887] [added: 11,428] | | | | [removed: 12,465] [added: 13,887] | | | | [removed: 12,998] [added: 12,465] | | |

| Provision for income taxes | | [removed: 122,573] [added: 165,000] | | | | [removed: 103,646] [added: 122,573] | | | | [removed: 80,614] [added: 103,646] | | | | [removed: 48,775] [added: 80,614] | | | | [removed: 22,294] [added: 48,775] | | |

| Net income | | [removed: 206,113] [added: 267,514] | | | | [removed: 169,452] [added: 206,113] | | | | [removed: 139,470] [added: 169,452] | | | | [removed: 75,651] [added: 139,470] | | | | [removed: 34,871] [added: 75,651] | | |

| Diluted earnings per share [removed: (4)] | | [removed: 2.39] [added: $] | [added: 3.10] | | | [removed: 1.97] [added: $] | [added: 2.39] | | | [removed: 1.63] [added: $] | [added: 1.97] | | | [removed: 0.90] [added: $] | [added: 1.63] | | | [removed: 0.42] [added: $] | [added: 0.90] | |

| [removed: Cash,] [added: Cash and] cash equivalents | | [removed: 30,174] [added: $] | [added: 34,787] | | | [removed: 12,857] [added: $] | [added: 30,174] | | | [removed: 75,850] [added: $] | [added: 12,857] | | | [removed: 5,450] [added: $] | [added: 75,850] | | | [removed: 4,171] [added: $] | [added: 5,450] | |

| Current assets | | [removed: 332,979] [added: 433,143] | | | | [removed: 275,028] [added: 332,979] | | | | [removed: 331,852] [added: 275,028] | | | | [removed: 222,582] [added: 331,852] | | | | [removed: 174,175] [added: 222,582] | | |

| Total assets | | [removed: 1,932,089] [added: 2,236,237] | | | | [removed: 1,712,514] [added: 1,932,089] | | | | [removed: 1,513,074] [added: 1,712,514] | | | | [removed: 1,239,881] [added: 1,513,074] | | | | [removed: 1,159,278] [added: 1,239,881] | | |

| Current liabilities | | [removed: 232,122] [added: 255,638] | | | | [removed: 225,139] [added: 232,122] | | | | [removed: 204,810] [added: 225,139] | | | | [removed: 170,046] [added: 204,810] | | | | [removed: 148,125] [added: 170,046] | | |

| Long-term debt (including current maturities) | | [removed: 191,429] [added: 155,714] | | | | [removed: 240,407] [added: 191,429] | | | | [removed: 269,185] [added: 240,407] | | | | [removed: 271,217] [added: 269,185] | | | | [removed: 305,532] [added: 271,217] | | |

| Shareholders’ equity | | [removed: 1,232,082] [added: 1,494,064] | | | | [removed: 1,025,969] [added: 1,232,082] | | | | [removed: 856,519] [added: 1,025,969] | | | | [removed: 668,649] [added: 856,519] | | | | [removed: 593,000] [added: 668,649] | | |

| [removed: (3)] [added: (1)] | For the purpose of this table, interest expense is presented net of interest income. |

| | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | |

| Operating Statistics: | | | | | | | | | | | | | | | | | | | | |

| Operating ratio (1) | | 85.5 | | % | | 86.6 | | % | | 87.7 | | % | | 90.8 | | % | | 94.4 | | % |

| Revenue per hundredweight (1) | | $ | 15.85 | | | $ | 15.53 | | | $ | 14.88 | | | $ | 13.28 | | | $ | 12.85 | |

| Revenue per intercity mile (1) | | $ | 5.24 | | | $ | 5.08 | | | $ | 4.89 | | | $ | 4.44 | | | $ | 4.21 | |

| Intercity miles (in thousands) | | 446,532 | | | | 420,214 | | | | 389,588 | | | | 338,504 | | | | 299,330 | | |

| Total tons (in thousands) | | 7,385 | | | | 6,875 | | | | 6,397 | | | | 5,656 | | | | 4,902 | | |

| Total shipments (in thousands) | | 8,279 | | | | 7,765 | | | | 7,256 | | | | 6,327 | | | | 5,750 | | |

| Average length of haul (miles) | | 936 | | | | 941 | | | | 952 | | | | 948 | | | | 928 | | |

| | |

| --- | --- |

| (1) | Our prior-period results have been adjusted for an immaterial correction related to how we present the costs of purchased transportation for certain truckload brokerage and international freight forwarding services. For more information on these adjustments, see Note 1 to the Financial Statements included in Item 8, "Financial Statements and Supplementary Data" below. |

| (2) | Our 2010 results reflect a reduction in depreciation and amortization expense of $12.7 million, which was due to a change in estimate resulting from an evaluation of estimated useful lives and salvage values for our equipment. We determined that useful lives should be extended and salvage values should be reduced for certain equipment effective January 1, 2010. |

| (4) | Per share data has been restated retroactively for the three-for-two stock splits effected in September 2012 and August 2010. |

| (In thousands, except share and per share data) | | [added: 2014 | | | |] 2013 | | | | 2012 | | |

| Cash and cash equivalents | | $ | [removed: 30,174] [added: 34,787] | | | $ | [removed: 12,857] [added: 30,174] | |

| Customer receivables, less allowances of [removed: $8,067] [added: $9,069] and [removed: $8,561,] [added: $8,067,] respectively | | [removed: 248,069] [added: 303,170] | | | | [removed: 219,039] [added: 248,069] | | |

| Other receivables | | [removed: 10,225] [added: 44,730] | | | | [removed: 1,324] [added: 10,225] | | |

| Prepaid expenses and other current assets | | [removed: 21,262] [added: 21,085] | | | | [removed: 21,754] [added: 21,262] | | |

| Deferred income taxes | | [removed: 23,249] [added: 29,371] | | | | [removed: 20,054] [added: 23,249] | | |

| Total current assets | | [removed: 332,979] [added: 433,143] | | | | [removed: 275,028] [added: 332,979] | | |

| Revenue equipment | | [removed: 1,009,936] [added: 1,158,108] | | | | [removed: 922,030] [added: 1,009,936] | | |

| Land and structures | | [removed: 990,256] [added: 1,088,372] | | | | [removed: 874,768] [added: 990,256] | | |

| Other fixed assets | | [removed: 266,563] [added: 321,310] | | | | [removed: 225,298] [added: 266,563] | | |

| Leasehold improvements | | [removed: 6,378] [added: 6,982] | | | | [removed: 6,128] [added: 6,378] | | |

| Total property and equipment | | [removed: 2,273,133] [added: 2,574,772] | | | | [removed: 2,028,224] [added: 2,273,133] | | |

| Less: Accumulated depreciation | | [removed: (730,074] [added: (831,527] | | ) | | [removed: (648,919] [added: (730,074] | | ) |

| Net property and equipment | | [removed: 1,543,059] [added: 1,743,245] | | | | [removed: 1,379,305] [added: 1,543,059] | | |

| Other assets | | [removed: 36,588] [added: 40,386] | | | | [removed: 38,718] [added: 36,588] | | |

| Total assets | | $ | [removed: 1,932,089] [added: 2,236,237] | | | $ | [removed: 1,712,514] [added: 1,932,089] | |

| Accounts payable | | $ | [removed: 36,788] [added: 45,314] | | | $ | [removed: 44,891] [added: 36,788] | |

| Compensation and benefits | | [removed: 97,187] [added: 106,200] | | | | [removed: 80,047] [added: 97,187] | | |

| Claims and insurance accruals | | [removed: 38,784] [added: 42,271] | | | | [removed: 33,990] [added: 38,784] | | |

| Other accrued liabilities | | [removed: 21,480] [added: 26,139] | | | | [removed: 20,906] [added: 21,480] | | |

| Income taxes payable | | [removed: 2,168] [added: —] | | | | [removed: 6,327] [added: 2,168] | | |

| Current maturities of long-term debt | | [removed: 35,715] [added: 35,714] | | | | [removed: 38,978] [added: 35,715] | | |

| Total current liabilities | | [removed: 232,122] [added: 255,638] | | | | [removed: 225,139] [added: 232,122] | | |

| [removed: Long-term] [added: Total long-term] debt | | 155,714 | | | | [removed: 201,429] [added: 191,429] | | |

| Other non-current liabilities | | [removed: 123,054] [added: 145,752] | | | | [removed: 106,791] [added: 123,054] | | |

| Deferred income taxes | | [removed: 189,117] [added: 220,783] | | | | [removed: 153,186] [added: 189,117] | | |

| Total long-term liabilities | | [removed: 467,885] [added: 486,535] | | | | [removed: 461,406] [added: 467,885] | | |

| Total liabilities | | [removed: 700,007] [added: 742,173] | | | | [removed: 686,545] [added: 700,007] | | |

| Common stock - $0.10 par value, 140,000,000 shares authorized, [added: 86,094,297 and] 86,164,917 shares outstanding at December 31, [removed: 2013] [added: 2014] and [removed: 2012] [added: 2013, respectively] | | [removed: 8,616] [added: 8,609] | | | | 8,616 | | |

| Retained earnings | | [removed: 1,089,065] [added: 1,351,054] | | | | [removed: 882,952] [added: 1,089,065] | | |

| Total shareholders’ equity | | [removed: 1,232,082] [added: 1,494,064] | | | | [removed: 1,025,969] [added: 1,232,082] | | |

| Total liabilities and shareholders’ equity | | $ | [removed: 1,932,089] [added: 2,236,237] | | | $ | [removed: 1,712,514] [added: 1,932,089] | |

| (In thousands, except share and per share data) | | [removed: 2013 | | | | 2012] [added: 2014] | | | | [removed: 2011] [added: 2013] | | |

| Revenue from operations | | $ | [removed: 2,337,648] [added: 2,787,897] | | | $ | [removed: 2,134,579] [added: 2,337,648] | | | $ | [removed: 1,903,800] [added: 2,134,579] | |

| Salaries, wages and benefits | | [removed: 1,170,773] [added: 1,381,277] | | | | [removed: 1,066,551] [added: 1,170,773] | | | | [removed: 956,079] [added: 1,066,551] | | |

| Operating supplies and expenses | | [removed: 385,201] [added: 432,675] | | | | [removed: 378,534] [added: 385,201] | | | | [removed: 355,186] [added: 378,534] | | |

| General supplies and expenses | | [removed: 69,765] [added: 83,165] | | | | [removed: 58,908] [added: 69,765] | | | | [removed: 49,900] [added: 58,908] | | |

| Operating taxes and licenses | | [removed: 71,599] [added: 83,417] | | | | [removed: 67,526] [added: 71,599] | | | | [removed: 63,284] [added: 67,526] | | |

| Insurance and claims | | [removed: 30,910] [added: 36,145] | | | | [removed: 29,681] [added: 30,910] | | | | [removed: 27,693] [added: 29,681] | | |

| Communications and utilities | | [removed: 23,142] [added: 25,507] | | | | [removed: 19,980] [added: 23,142] | | | | [removed: 18,104] [added: 19,980] | | |

| Long-term debt | | 120,000 | | | | 155,714 | | |

| Net income | | — | | | — | | | | — | | | | 267,514 | | | | 267,514 | | |

| Share repurchases | | (71 | ) | | (7 | | ) | | — | | | | (5,525 | | ) | | (5,532 | | ) |

| Balance as of December 31, 2014 | | 86,094 | | | $ | 8,609 | | | $ | 134,401 | | | $ | 1,351,054 | | | $ | 1,494,064 | |

| Net income | | $ | 267,514 | | | $ | 206,113 | | | $ | 169,452 | |

| Depreciation and amortization | | 146,466 | | | | 127,072 | | | | 110,743 | | |

| Payments for share repurchases | | (5,532 | | ) | | — | | | | — | | |

Goodwill

The fair value measurement of our senior notes was determined using a discounted cash flow analysis that factors in current market yields for comparable borrowing arrangements under our credit profile.

Stock Repurchase Program

On November 10, 2014, we announced that our Board of Directors approved a stock repurchase program authorizing us to repurchase up to an aggregate of $200.0 million of our outstanding common stock.

We may repurchase shares from time-to-time in open market purchases or through privately negotiated transactions.

The program expires on November 6, 2016.

Shares of our common stock repurchased by us under the repurchase program are canceled at the time of repurchase and are authorized but unissued shares of our common stock.

As of December 31, 2014, we had repurchased 70,620 shares for approximately $5.5 million and had approximately $194.5 million still authorized under the program.

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers.

This ASU supersedes the previous revenue recognition requirements in ASC 605—Revenue Recognition and most industry-specific guidance throughout the ASC.

The core principle within this ASU is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services.

This ASU is effective for fiscal years beginning after December 15, 2016, and for interim periods within those fiscal years.

The Company continues to assess the method of application and impact, if any, of the adoption of ASU 2014-09 on its financial position, results of operations and cash flows.

In June 2014, the FASB issued ASU 2014-12, Compensation—Stock Compensation: Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period.

This ASU requires that a performance target, which affects vesting and could be achieved after the requisite service period, be treated as a performance condition under the existing guidance in ASC Topic 718.

This ASU is effective for annual and interim periods beginning after December 15, 2015, and early adoption is permitted.

The Company does not believe the adoption of ASU 2014-12 will have a material impact on its financial position, results of operations or cash flows.

In August 2014, the FASB issued ASU 2014-15, Presentation of Financial Statements—Going Concern: Disclosure of Uncertainties About and Entity’s Ability to Continue as a Going Concern.

The core principle within this ASU provides guidance around management's responsibility to evaluate whether there is substantial doubt about an entity's ability to continue as a going concern and to provide related footnote disclosures.

This ASU is effective for annual and interim periods beginning after December 15, 2016.

Early adoption is permitted.

The Company does not believe the adoption of ASU 2014-15 will have a material impact on its financial position, results of operations or cash flows.

| (In thousands) | | 2014 | | | | 2013 | | |

At our option, revolving loans under the facility bear interest at either: (a) the Applicable Margin Percentage for

The commitment fees were 0.175% during 2014 and ranged from 0.175% to 0.2% during 2013.

Our Credit Agreement limits the amount of restricted payments, including dividends and/or share repurchases, to (i) $40.0 million during the same fiscal quarter or (ii) $200.0 million in the aggregate after November 7, 2014.

During the fourth quarter of 2014 we repurchased $5.5 million of our common stock, which represents the full amount repurchased under the program in 2014.

| 2019 | — | | |

| | $ | 155,714 | |

| 2015 | | $ | 13,956 | | |

| 2016 | | 10,438 | | | |

| 2017 | | 7,522 | | | |

| 2019 | | 2,784 | | | |

OLD DOMINION FREIGHT LINE, INC.

| | | | | | | | | |

| Balance as of December 31, 2010 | | 83,891 | | | $ | 8,389 | | | $ | 86,230 | | | $ | 574,030 | | | $ | 668,649 | |

| Issuance and sale of common stock | | 2,274 | | | 227 | | | | 48,173 | | | | — | | | | 48,400 | | |

| Net income | | — | | | — | | | | — | | | | 139,470 | | | | 139,470 | | |

| Proceeds from stock issuance, net of issuance costs | | — | | | | — | | | | 48,400 | | |

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

Prior Period Adjustments

During the second quarter of 2013, we determined that the costs of purchased transportation for certain truckload brokerage and international freight forwarding services, which were previously netted against revenue, met the criteria to be presented separately in operating expenses in accordance with Accounting Standards Codification ("ASC") Topic 605, Revenue Recognition.

As a result, the accompanying Statements of Operations include correcting adjustments to increase both revenue and purchased transportation expense in the amounts of $24.1 million and $21.3 million for the years ended December 31, 2012 and 2011, respectively.

There was no effect on retained earnings, operating income, net income, earnings per share or cash flows for any period presented.

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

Goodwill and Other Intangible Assets

Other intangible assets include the value of acquired customer lists and related non-compete agreements and are amortized on a straight-line basis over their estimated useful lives, none of which exceeds ten years.

The gross carrying amount of our other intangible assets totaled $8.1 million as of December 31, 2013 and 2012.

Accumulated amortization for these assets was $6.4 million and $5.7 million as of December 31, 2013 and 2012, respectively.

The net carrying amounts of our other intangible assets are included in “Other assets” on our Balance Sheets.

Annual amortization expense for the next five years for these intangible assets is estimated to be:

| | | | |

| --- | --- | --- | --- |

| (In thousands) | | | |

| 2014 | $ | 695 | |

| 2015 | $ | 495 | |

| 2016 | $ | 315 | |

| 2017 | $ | 210 | |

Long-Lived Assets

Common Stock Split

On August 13, 2012, we announced a three-for-two common stock split for shareholders of record as of the close of business on the record date, August 24, 2012.

On September 7, 2012 those shareholders received one additional share of common stock for every two shares owned.

In lieu of fractional shares, shareholders received a cash payment based on the average of the high and low sales prices of our common stock on the record date.

All references in this report to shares outstanding, weighted average shares outstanding and earnings per share amounts have been restated retroactively to reflect this stock split.

The fair value measurement of our senior notes was determined using market interest rates for similar issuances of private debt.

The fair value of our other long-term debt approximates carrying value.

The FASB has issued various new accounting standards and updates during 2013 that are effective for future periods.

We have evaluated these new standards and believe the adoption will not materially impact our financial condition or results of operations.

| Capitalized lease and other obligations | | — | | | | 3,264 | | |

| Total long-term debt | | 191,429 | | | | 240,407 | | |

There was no outstanding balance of borrowings on the line of credit facility at December 31, 2013 and there was $10.0 million outstanding at December 31, 2012.

Our Credit Agreement limits the amount of dividends that could be paid to shareholders to the greater of (i) $20.0 million, (ii) the amount of dividends paid in the immediately preceding fiscal year, or (iii) an amount equal to 25% of net income from the immediately preceding fiscal year.

| 2014 | $ | 35,715 | |

Management has conducted an evaluation, with the participation of our CEO and CFO, of the effectiveness of our internal control over financial reporting as of December 31, [removed: 2013] [added: 2014] based on the framework in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission [removed: (1992] [added: (2013] framework).

Management concluded that our internal control over financial reporting was effective as of December 31, [removed: 2013,] [added: 2014,] based on our evaluation under the framework in Internal Control – Integrated Framework.

The effectiveness of our internal control over financial reporting as of December 31, [removed: 2013] [added: 2014] has been audited by Ernst & Young LLP, an independent registered public accounting firm, as stated in their report which is included herein.

We have audited Old Dominion Freight Line, Inc.’s internal control over financial reporting as of December 31, [removed: 2013,] [added: 2014,] based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission [removed: (1992] [added: (2013] framework) (the COSO criteria).

In our opinion, Old Dominion Freight Line, Inc. maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2013,] [added: 2014,] based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the balance sheets of Old Dominion Freight Line, Inc. as of December 31, [removed: 2013] [added: 2014] and [removed: 2012,] [added: 2013,] and the related statements of operations, changes in shareholders’ equity, and cash flows for each of the three years in the period ended December 31, [removed: 2013] [added: 2014] and our report dated February [removed: 28, 2014] [added: 26, 2015] expressed an unqualified opinion thereon.

February 26, 2015

February 28, 2014

The information required by Item 10 of Form 10-K will appear in the Company’s proxy statement for its [removed: 2014] [added: 2015] Annual Meeting of Shareholders under the captions “Proposal 1 – Election of Directors,” “Executive Officers,” “Section 16(a) Beneficial Ownership Reporting Compliance,” “Corporate Governance – Attendance and Committees of the Board – Audit Committee,” and “Corporate Governance – Director Nominations,” and the information therein is incorporated herein by reference.

The information required by Item 11 of Form 10-K will appear in the Company’s proxy statement for its [removed: 2014] [added: 2015] Annual Meeting of Shareholders under the captions “Corporate Governance – Compensation Committee Interlocks and Insider Participation,” “Compensation Discussion and Analysis,” “Compensation Committee Report,” “Executive Compensation,” and “Director Compensation,” and the information therein is incorporated herein by reference.

The information required by Item 12 of Form 10-K will appear in the Company’s proxy statement for its [removed: 2014] [added: 2015] Annual Meeting of Shareholders under the caption “Security Ownership of Management and Certain Beneficial Owners,” and the information therein is incorporated herein by reference.

The information required by Item 13 of Form 10-K will appear in the Company’s proxy statement for the [removed: 2014] [added: 2015] Annual Meeting of Shareholders under the captions “Corporate Governance – Independent Directors” and “Related Person Transactions,” and the information therein is incorporated herein by reference.

The information required by Item 14 of Form 10-K will appear in the Company’s proxy statement for its [removed: 2014] [added: 2015] Annual Meeting of Shareholders under the captions “Corporate Governance – Audit Committee Pre-Approval Policies and Procedures” and “Independent Registered Public Accounting Firm Fees and Services,” and the information therein is incorporated herein by reference.

Balance Sheets – December 31, [removed: 2013] [added: 2014] and December 31, [removed: 2012][added: 2013]

Statements of Operations – Years ended December 31, [removed: 2013,] [added: 2014,] December 31, [removed: 2012] [added: 2013] and December 31, [removed: 2011][added: 2012]

Statements of Changes in Shareholders’ Equity – Years ended December 31, [removed: 2013,] [added: 2014,] December 31, [removed: 2012] [added: 2013] and December 31, [removed: 2011][added: 2012]

Statements of Cash Flows – Years ended December 31, [removed: 2013,] [added: 2014,] December 31, [removed: 2012] [added: 2013] and December 31, [removed: 2011][added: 2012]

| Dated: | February [removed: 28, 2014] [added: 26, 2015] | | | | By: | | /s/ DAVID S. CONGDON |

| /s/ EARL E. CONGDON | | Executive Chairman of the Board of Directors | | February [removed: 28, 2014] [added: 26, 2015] |

| /s/ DAVID S. CONGDON | | Director, President and Chief Executive Officer | | February [removed: 28, 2014] [added: 26, 2015] |

| /s/ J. PAUL BREITBACH | | Director | | February [removed: 28, 2014] [added: 26, 2015] |

| /s/ JOHN R. CONGDON, JR. | | Director | | February [removed: 28, 2014] [added: 26, 2015] |

| /s/ ROBERT G. CULP, III | | Director | | February [removed: 28, 2014] [added: 26, 2015] |

| /s/ JOHN D. KASARDA | | Director | | February [removed: 28, 2014] [added: 26, 2015] |

| /s/ LEO H. SUGGS | | Director | | February [removed: 28, 2014] [added: 26, 2015] |

| /s/ D. MICHAEL WRAY | | Director | | February [removed: 28, 2014] [added: 26, 2015] |

| /s/ J. WES FRYE | | Senior Vice President – Finance | | February [removed: 28, 2014] [added: 26, 2015] |

| /s/ JOHN P. BOOKER III | | Vice President – Controller | | February [removed: 28, 2014] [added: 26, 2015] |

FOR YEAR ENDED DECEMBER 31, [removed: 2013][added: 2014]

| 3.1.1 | | Amended and Restated Articles of Incorporation of Old Dominion Freight Line, Inc. (as amended July 30, 2004) (Incorporated by reference to the exhibit of the same number contained in the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2004, filed on August 6, [removed: 2004 )] [added: 2004)] |

| [removed: 4.10] [added: 4.12.1] | | [added: First Amendment to Second] Amended and Restated Credit Agreement among [removed: Wachovia] [added: Wells Fargo] Bank, National Association, as Administrative Agent; the Lenders named therein; and Old Dominion Freight Line, Inc., dated as of [removed: August 10, 2006] [added: November 7, 2014] (Incorporated by reference to the exhibit of the same number contained in the Company’s Current Report on Form 8-K filed on [removed: August 16, 2006)] [added: November 10, 2014)] |

| [removed: 10.17.11*] [added: 10.18.9*] | | [removed: First] [added: 2014 Declaration of] Amendment to [removed: Amended and Restated Employment Agreement, effective as of May 31, 2010, by and between] Old Dominion Freight Line, Inc. [removed: and John R. Congdon] [added: Director Phantom Stock Plan, effective February 20, 2014] (Incorporated by reference to the exhibit of the same number contained in the Company’s [removed: Current] [added: Quarterly] Report on Form [removed: 8-K] [added: 10-Q for the quarter ended March 31, 2014,] filed on May [removed: 28, 2010)] [added: 6, 2014)] |

| [removed: 10.17.13*] [added: 10.19.9*] | | [added: 2014 Declaration of] Second Amendment to [removed: Amended and Restated Employment Agreement, effective as of May 31, 2012, by and between] Old Dominion Freight Line, Inc. [removed: and John R. Congdon] [added: Phantom Stock Plan, effective as of August 7, 2014] (Incorporated by reference to the exhibit of the same number contained in the Company’s [removed: Current] [added: Quarterly] Report on Form [removed: 8-K] [added: 10-Q for the quarter ended September 30, 2014,] filed on [removed: February 6, 2012)] [added: November 5, 2014)] |

| [removed: 10.17.14*] [added: 10.18.8*] | | [removed: Termination of Agreement, effective as of August 3, 2012, by and between] Old Dominion Freight Line, Inc. [removed: and John R. Congdon] [added: Non-Executive Director Compensation Structure, effective January 1, 2014] (Incorporated by reference to the exhibit of the same number contained in the Company’s [removed: Current] [added: Quarterly] Report on Form [removed: 8-K] [added: 10-Q for the quarter ended March 31, 2014,] filed on [removed: August 3, 2012)] [added: May 6, 2014)] |

| 101 | | The following financial information from our Annual Report on Form 10-K for the year ended December 31, [removed: 2013,] [added: 2014,] filed on February [removed: 28, 2014,] [added: 26, 2015,] formatted in XBRL (eXtensible Business Reporting Language) includes: (i) the Balance Sheets at December 31, [removed: 2013] [added: 2014] and December 31, [removed: 2012,] [added: 2013,] (ii) the Statements of Operations for the years ended December 31, [removed: 2013,] [added: 2014,] December 31, [removed: 2012] [added: 2013] and December 31, [removed: 2011,] [added: 2012,] (iii) the Statements of Changes in Shareholders’ Equity for the years ended December 31, [removed: 2013,] [added: 2014,] December 31, [removed: 2012] [added: 2013] and December 31, [removed: 2011,] [added: 2012,] (iv) the Statements of Cash Flows for the years ended December 31, [removed: 2013,] [added: 2014,] December 31, [removed: 2012] [added: 2013] and December 31, [removed: 2011,] [added: 2012,] and (v) the Notes to the Financial Statements |

| 2014 | | $ | 6,310 | | | $ | 1,741 | | | $ | 2,487 | | | $ | 5,564 | |

| 2011 | | $ | 6,800 | | | $ | 3,200 | | | $ | 2,723 | | | $ | 7,277 | |

| | | |

| 4.10.1 | | Amendment No. 1 to Amended and Restated Credit Agreement among Old Dominion Freight Line, Inc., the Lenders named therein and Wells Fargo Bank, National Association, as Agent, dated as of December 31, 2010 (Incorporated by reference to the exhibit of the same number contained in the Company’s Current Report on Form 8-K filed on January 6, 2011) |

| 10.17.7* | | Amended and Restated Employment Agreement Between Old Dominion Freight Line, Inc. and John R. Congdon, effective as of June 1, 2008 (Incorporated by reference to the exhibit of the same number contained in the Company’s Current Report on Form 8-K, filed on June 3, 2008) |

| 10.22 | | At-The-Market Equity Offering Sales Agreement, dated February 2, 2011, between Old Dominion Freight Line, Inc. and Stifel, Nicolaus & Company, Incorporated (Incorporated by reference to the exhibit of the same number contained in the Company’s Current Report on Form 8-K filed on February 2, 2011) |