Old Dominion Freight Line (ODFL) 10-K risk factor changes: FY2016 vs FY2015

| • | we may be unable to continue to collect fuel surcharges or our fuel surcharge program may become ineffective in mitigating the impact of [added: the] fluctuating costs [removed: for] [added: of] fuel and other petroleum-based products; |

| • | [removed: a trend towards] consolidation in the ground transportation industry may create other large carriers with greater financial resources and other competitive advantages relating to their size; |

[removed: In addition, we can offer no assurance that the Department of Labor will not adopt new] regulations or interpret existing regulations in a manner that would favor the agenda of unions, or that our employees will not unionize in the future, particularly if regulatory changes occur that facilitate unionization.

If we fail to overcome those risks, we may not realize additional revenue or profits from our efforts, we may incur additional expenses and, [removed: therefore,] [added: as a result,] our financial position and results of operations could be materially and adversely affected.

[removed: Although we have not completed an acquisition since 2008, growth] [added: Growth] through acquisitions [added: historically] has been a key component of our LTL growth [removed: strategy throughout our history.][added: strategy.]

We cannot ensure that we will have sufficient cash to consummate an acquisition or otherwise be able to obtain financing for [removed: any] [added: an] acquisition.

Our customers’ and suppliers’ businesses may be impacted by [removed: a downturn] [added: various economic factors such as recessions, downturns] in the [removed: economy] [added: economy, global uncertainty and instability, changes in U.S. social, political, and regulatory conditions] and/or a disruption of financial markets, which may decrease demand for our services.

Adverse economic [removed: conditions] [added: conditions, both in the United States and internationally,] can negatively affect our customers’ business levels, the amount of transportation services they need, their ability to pay for our services and overall freight levels, any of which might impair our asset utilization.

Further, when adverse economic times [removed: arise] [added: arise,] customers may select competitors that offer lower rates in an attempt to lower their costs, and we might be forced to lower our rates or lose [removed: freight.][added: freight volumes.]

Our suppliers’ business levels also may be negatively affected by adverse economic conditions [added: and changes in the political and regulatory environment, both in the United States and internationally,] or financial constraints, which could lead to disruptions in the supply and availability of equipment, parts and services critical to our operations.

We [removed: also] are [added: also] subject to cost increases outside of our control that could materially reduce our profitability if we are unable to increase our rates sufficiently.

Due in part to the time commitment, physical requirements, our stringent [removed: Company] hiring standards and current industry conditions, the available pool of qualified employee drivers has been declining.

The FMCSA’s Compliance, Safety, Accountability initiative ("CSA") is an enforcement and compliance program designed to monitor and improve commercial motor vehicle safety by measuring the safety record of both the motor carrier and [removed: the driver.]

The requirements of [added: the] CSA could also shrink the industry’s pool of [removed: drivers] [added: drivers,] as those with unfavorable scores could leave the industry.

Our operating results [removed: would] [added: could] be adversely affected if any of the following were to occur: (i) the number or the severity of claims increases; (ii) we are required to accrue or pay additional amounts because [removed: the] claims prove to be more severe than our original assessment; or (iii) claims exceed our [removed: excess] coverage amounts.

If we are unable [removed: in the future] to generate sufficient cash from our operations or raise capital by accessing the debt and equity markets, we may be forced to limit our growth and operate our equipment for longer periods of time, which could have a material adverse effect on our operating results.

[removed: Despite the recent decline in diesel fuel prices, future increases] [added: Future fluctuations] in [removed: such] prices and [removed: decreases in] diesel fuel availability could have a material adverse effect on our operating results.

However, we also incur fuel costs that cannot be recovered even with respect to customers with which we maintain fuel surcharge programs, such as those costs associated with empty miles or the time [removed: when] [added: during which] our engines are idling.

We are subject to various [removed: environmental] [added: governmental] laws and regulations, and costs of compliance with, liabilities under, or violations of, existing or future [removed: environmental] [added: governmental] laws or regulations could adversely affect our business.

We are subject to various federal, state and local [removed: environmental] [added: governmental] laws and regulations that govern, among other things, the emission and discharge of hazardous materials into the environment, the presence of hazardous materials at our properties or in our vehicles, fuel storage tanks, the transportation of certain materials and the discharge or retention of storm water.

In addition to the EPA regulations on exhaust emissions with which we must comply, there is an increased regulatory focus on climate change and greenhouse gas [removed: emissions in the United States.][added: emissions.]

We are subject to the risks of litigation and governmental [removed: proceedings,] [added: proceedings or inquiries,] which could adversely affect our business.

We are also subject to potential governmental [removed: proceedings and claims.][added: proceedings, inquiries,]

The parties in such [removed: legal] actions may seek amounts from us that may not be covered in whole or in part by insurance.

Defending ourselves against such [removed: legal] actions could result in significant costs and could require a substantial amount of time and effort by our management team.

We cannot predict the outcome of litigation or governmental proceedings [added: or inquiries] to which we are a party or whether we will be subject to future legal actions.

Our [added: revenue and] operating margins in the first and fourth quarters are typically lower than those during the second and third quarters due to reduced shipments during the winter months.

Harsh [added: winter] weather [removed: and disaster, whether natural] or [removed: man-made,] [added: natural disasters, such as hurricanes, tornadoes and floods,] can also adversely [removed: affect] [added: impact] our performance by reducing demand and reducing our ability to transport freight, which could result in decreased revenue and increased operating expenses.

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 liquidity if we are unable to secure replacement personnel [removed: that] [added: who] 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: 25%] [added: 26%] of the outstanding shares of our common stock.

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

[removed: We rely heavily on information technology systems and] [added: Failure to keep pace with developments in technology,] any disruption to our technology [removed: infrastructure] [added: infrastructure,] or failures of essential services upon which our [removed: 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.

We have [removed: no] [added: minimal] 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 [removed: systems or] [added: systems;] failures in the services upon which our information technology platforms rely, [removed: which] [added: including those that] 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 [removed: the services we provide,] [added: our business,] 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.

Unfavorable publicity about [removed: the Company] [added: us] or our employees could damage our reputation and 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.

The price of our common stock on the NASDAQ Global Select Market [removed: constantly changes.][added: changes constantly.]

We expect that the market price of our common stock will continue to fluctuate [removed: as a result of] [added: due to] a variety of factors, many of which are beyond our control.

| • | general [added: political, social,] economic and capital market conditions; |

| • | our customers may manage their inventory levels more closely to a “just-in-time” basis, which may increase our costs and adversely affect our ability to meet our customers’ needs; |

In addition, we can offer no assurance that the Department of Labor will not adopt new

Additionally, uncertainty and instability in the global economy, such as the United Kingdom's decision to exit the European Union, may lead to fewer goods being transported.

the driver.

and claims.

We rely heavily on information technology systems.

If we are unable to invest in and enhance our technology systems in a timely manner or at a reasonable cost, or if we are unable to train our employees to operate the new or enhanced systems, our results of operations and financial condition could be adversely affected.

We also may not achieve the benefits that we anticipate from any new technology or system, and a failure to do so could result in higher than anticipated costs or adversely affect our results of operations.

There can be no assurance of our ability to declare and pay cash dividends in future periods.

On February 2, 2017, we announced that our Board of Directors had declared the first quarterly cash dividend on our common stock.

The dividend of $0.10 per share is payable on March 20, 2017, to shareholders of record at the close of business on March 6, 2017.

We intend to pay a quarterly cash dividend to holders of our common stock for the foreseeable future; however, dividend payments are subject to approval by our Board of Directors, and are restricted by applicable state law limitations on distributions to shareholders as well as certain covenants under our revolving credit facility.

As a result, future dividend payments are not guaranteed and will depend upon various factors such as our overall financial condition, available liquidity, anticipated cash needs, future prospects for earnings and cash flows, as well as other factors considered relevant by our Board of Directors.

In addition, any reduction or suspension in our dividend payments could adversely affect the price of our common stock.

| | |

| --- | --- |

These provisions could discourage proxy contests and make it more difficult for you and other shareholders to take certain corporate actions.

These provisions could also limit the price that investors might be willing to pay in the future for shares of our common stock.

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

In addition to our core LTL services, we offer a [removed: broad] range of value-added services including container drayage, truckload brokerage, supply chain consulting and warehousing.

More than [removed: 95%] [added: 97%] of our revenue has historically been derived from transporting LTL shipments for our customers, whose demand for our services is generally tied to industrial production and the overall health of the U.S. domestic economy.

| • | 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 [removed: our yields] [added: this metric] by matching total billed revenue with the corresponding weight of those shipments. |

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

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

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

Increases in density allow us to maximize our asset utilization and labor productivity, which we measure over many different functional areas of our [removed: operations] [added: operations,] including linehaul load factor, pickup and delivery (“P&D”) stops per hour, P&D shipments per hour, platform pounds handled per hour and platform shipments per hour.

In addition to our focus on density and operating efficiencies, it is critical for us to obtain an appropriate [removed: yield] [added: "yield", which is measured as revenue per hundredweight,] on the shipments we handle.

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

| | | [removed: 2015] [added: 2016] | | | [removed: 2014] [added: 2015] | | | [removed: 2013] [added: 2014] | |

| Salaries, wages and benefits | | [removed: 52.8] [added: 55.2] | | | [removed: 49.6] [added: 52.8] | | | [removed: 50.1] [added: 49.6] | |

| Operating supplies and expenses | | [removed: 11.9] [added: 10.8] | | | [removed: 15.5] [added: 11.9] | | | [removed: 16.5] [added: 15.5] | |

| General supplies and expenses | | [removed: 3.0] [added: 2.9] | | | 3.0 | | | 3.0 | |

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

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

| Depreciation and amortization | | [removed: 5.6] [added: 6.3] | | | [removed: 5.3] [added: 5.6] | | | [removed: 5.4] [added: 5.3] | |

| Purchased transportation | | [removed: 3.9] [added: 2.5] | | | [removed: 4.6] [added: 3.9] | | | [removed: 4.5] [added: 4.6] | |

| Building and office equipment rents | | 0.3 | | | [removed: 0.4] [added: 0.3] | | | [removed: 0.5] [added: 0.4] | |

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

| Total operating expenses | | [removed: 83.2] [added: 83.8] | | | [removed: 84.2] [added: 83.2] | | | [removed: 85.5] [added: 84.2] | |

| Operating income | | [removed: 16.8] [added: 16.2] | | | [removed: 15.8] [added: 16.8] | | | [removed: 14.5] [added: 15.8] | |

| Interest expense, net (1) | | [removed: 0.2] [added: 0.1] | | | 0.2 | | | [removed: 0.4] [added: 0.2] | |

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

| Income before income taxes | | [removed: 16.5] [added: 16.0] | | | [removed: 15.5] [added: 16.5] | | | [removed: 14.1] [added: 15.5] | |

| Provision for income taxes | | [removed: 6.2] [added: 6.1] | | | [removed: 5.9] [added: 6.2] | | | [removed: 5.3] [added: 5.9] | |

| Net income | | [removed: 10.3] [added: 9.9] | % | | [removed: 9.6] [added: 10.3] | % | | [removed: 8.8] [added: 9.6] | % |

| LTL revenue per intercity mile | | [added: $ |] 5.11 | | | [added: $] | 5.38 | | | [added: $] | (0.27 | [removed: |] ) | | (5.0 | ) |

LTL tonnage increased 7.4% primarily due to [removed: the] [added: an] 11.6% increase in LTL shipments, although our tonnage growth was affected by a 3.8% decrease in weight per shipment.

We attribute the decline in weight per shipment in 2015 to softening economic conditions and changes in the mix of our [removed: freight.][added: freight as compared to 2014.]

LTL revenue per hundredweight, excluding fuel surcharges, increased 5.7% in 2015 as compared to 2014, which [removed: includes] [added: included] the positive effect on this metric from a decrease in weight per shipment.

We believe the increase in revenue per hundredweight, excluding fuel surcharges, [removed: reflects] [added: reflected] our continued commitment to a disciplined yield management process and a relatively stable pricing environment.

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

The additional freight density contributed to a slight improvement in our P&D and platform shipments per hour, which improved 1.1% and 1.8%, [removed: respectively] [added: respectively,] from 2014.

Employee benefit costs increased $44.9 million, or [removed: 13.2%] [added: 13.2%,] primarily due to an increase in the number of full-time employees eligible for benefits, certain enhancements to paid-time-off benefits and an increase in our workers compensation expense.

[removed: In] [added: Our group health costs increased in] the fourth quarter of 2015 [removed: our group health costs increased] and [removed: we anticipate this trend] [added: continued] to [removed: continue] [added: increase] into 2016.

While our investments in real estate, equipment and technology can increase our [removed: costs,] [added: costs in the short-term,] we believe these investments are necessary to support our continued growth and strategic initiatives.

Purchased transportation expense decreased $13.0 million, or [removed: 10.1%] [added: 10.1%,] in 2015 as compared to 2014.

We also utilized purchased transportation to perform limited [removed: P&D] services in our LTL operations.

Key financial and operating metrics for [removed: 2014] [added: 2016] and [removed: 2013] [added: 2015] are presented below:

Although our revenue for 2016 increased slightly, we believe demand for our service during 2016 was impacted by general weakness in the domestic economy.

We believe that some shippers placed more emphasis on the cost of service in 2016 rather than our high-quality total value proposition, which also resulted in some freight diversion to lower cost carriers.

We nonetheless remained committed to our pricing philosophy and focused on providing superior customer service during 2016.

On-time deliveries were above 99% and our cargo claims ratio was below 0.3%.

We continue to believe that providing superior service at a fair price will drive additional growth in market share for us, particularly in a strong economy.

We also maintained our long-term commitment to the continuous investment in our business in 2016.

We spent $417.9 million on real estate, equipment and technology to increase the capacity of our network to accommodate future growth, while also meeting the increasing service demands of our customers.

As a result of these investments and lower than expected revenue growth, certain operating costs as a percent of revenue increased during 2016.

This led to a 60 basis-point increase in our operating ratio to 83.8% as compared to our Company record 83.2% in 2015.

Net income decreased $8.9 million, or 2.9%, and diluted earnings per share decreased 0.3% to $3.56 in 2016 as compared to $3.57 in 2015.

2016 Compared to 2015

| | | 2016 | | | | 2015 | | | | Change | | | | % Change | |

| Revenue (in thousands) | | $ | 2,991,517 | | | $ | 2,972,442 | | | $ | 19,075 | | | 0.6 | |

| Operating ratio | | 83.8 | | % | | 83.2 | | % | | | | | | | |

| Net income (in thousands) | | $ | 295,765 | | | $ | 304,690 | | | $ | (8,925 | ) | | (2.9 | ) |

| Diluted earnings per share | | $ | 3.56 | | | $ | 3.57 | | | $ | (0.01 | ) | | (0.3 | ) |

| LTL tons (in thousands) | | 7,931 | | | | 7,938 | | | | (7 | | ) | | (0.1 | ) |

| LTL shipments (in thousands) | | 10,148 | | | | 10,129 | | | | 19 | | | | 0.2 | |

| LTL revenue per hundredweight | | $ | 18.51 | | | $ | 18.23 | | | $ | 0.28 | | | 1.5 | |

| LTL revenue per shipment | | $ | 289.36 | | | $ | 285.67 | | | $ | 3.69 | | | 1.3 | |

| LTL revenue per intercity mile | | $ | 5.09 | | | $ | 5.11 | | | $ | (0.02 | ) | | (0.4 | ) |

| LTL intercity miles (in thousands) | | 576,953 | | | | 566,210 | | | | 10,743 | | | | 1.9 | |

Our revenue in 2016 increased $19.1 million, or 0.6% as compared to 2015 due to a $45.9 million increase in LTL revenue, partially offset by a $26.8 million reduction in non-LTL revenue.

LTL revenue was higher in 2016 as a result of an increase in LTL revenue per hundredweight that was negatively impacted by a slight decline in LTL tonnage.

The reduction in non-LTL revenue was primarily due to strategic changes in our container drayage and international freight forwarding service offerings that we initiated in the second half of 2015.

LTL revenue per hundredweight increased 1.5% to $18.51 in 2016 primarily due to our disciplined yield management process and a generally stable pricing environment.

The increase in LTL revenue per hundredweight was negatively impacted by a decline in our fuel surcharges that reflected lower average diesel fuel prices.

First Quarter 2017 Update

Total revenue per day for January 2017 increased 5.3% as compared to January 2016, which includes a 2.2% increase in LTL tons per day.

The increase in salaries and wages, excluding benefits, was due primarily to the impact of the annual wage increases provided to employees in September 2015 and 2016 and an increase in our direct labor costs to support our strategic reduction in purchased transportation.

We implemented certain operational initiatives in the second half of 2015 to decrease our reliance on purchased transportation providers, but these changes increased our utilization of Company employees and equipment.

These increases were partially offset by lower performance-based compensation linked to operating results as well as improvements in productivity.

Platform pounds and platform shipments per hour improved 4.0% and 3.8%, respectively, in 2016 as compared to 2015.

Both P&D stops and P&D shipments per hour remained consistent between the periods compared, while our linehaul laden load average declined 1.7% as compared to 2015.

Our group health and dental costs were higher in 2016 primarily due to a 5.8% increase in the average cost per covered employee as compared to 2015.

As a result, our employee benefit costs increased to 34.2% of salaries and wages in 2016 as compared to 32.6% in 2015.

Operating supplies and expenses decreased $30.9 million in 2016 as compared to 2015.

These costs as a percent of revenue improved to 10.8% of revenue in 2016 from 11.9% of revenue in 2015 primarily due to a reduction in fuel costs.

The decrease in our diesel fuel costs, excluding fuel taxes, during 2016 was due primarily to a 13.4% decline in our average cost per gallon, while our fuel consumption remained relatively consistent between the periods compared despite the increase in miles driven.

We believe depreciation will continue to increase based on our 2017 capital expenditure plan.

In 2015, we produced revenue growth of 6.6%, increased net income by 13.9% and increased diluted earnings per diluted share by 15.2%.

These results were achieved during a period of general softening in the domestic economic environment.

We believe our revenue growth was primarily driven by an increase in tonnage attributable to winning additional market share, as our new and existing customers increasingly respond to the value of our premium service.

Our tonnage growth resulted from an increase in shipments, which was partially offset by the decline in weight per shipment.

We believe our long-term strategy of providing industry-leading service continues to drive our market share growth, while also allowing us to remain committed to our disciplined yield management process.

Our tonnage growth during 2015 led to increased density within our freight movement operations and service center network.

The additional freight density and our focus on operational efficiency led to productivity improvements in both of our platform and P&D operations.

These improvements, when combined with our disciplined yield management process, generated a 100 basis-point improvement in our operating ratio in 2015, which represents the sixth consecutive year that our operating ratio has improved at least 100 basis points.

As a result, our net income and earnings per diluted share in 2015 were $304.7 million and $3.57, respectively.

We do not use diesel fuel hedging instruments and are therefore subject to market price fluctuations.

Other operating supplies and expenses, excluding diesel fuel, remained relatively consistent as a percent of revenue between the periods compared.

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 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 reflected 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 represented 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 in 2014 was driven by a 16.9% increase in LTL tons combined with a 2.1% increase in revenue per hundredweight.

Our tonnage growth was primarily the result of market share gains from new and existing customers that desire the value of superior service at a fair 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 were 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 needed to meet demand, and positioned 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.

LTL tonnage increased 16.9% primarily due to the 14.2% increase in LTL shipments and a 2.3% increase in weight per shipment.

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.

We believe the increase in revenue per hundredweight reflected our disciplined yield management process and a favorable pricing environment that 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.

We regularly monitor the components of our pricing, including base freight rates and fuel surcharges.

We are exposed to interest rate risk directly related to loans, if any, under our [removed: 2015] Credit Agreement, which have variable interest rates.

At December 31, [removed: 2015,] [added: 2016,] the cash value for variable life insurance contracts was [removed: $35.6] [added: $41.4] million of the [removed: $37.8] [added: $43.5] 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: $3.6] [added: $4.1] million impact on our pre-tax income.

We are exposed to market risk for awards [added: previously] granted under our employee and director phantom stock plans.

The liability for the unsettled outstanding awards is remeasured at the end of each reporting period based on the [removed: closing] price of our common [removed: stock at that date.][added: stock.]

At December 31, [removed: 2015,] [added: 2016,] the total liability for unsettled awards granted under [removed: our employee and director][added: these phantom stock plans totaled $39.0 million.]

A 10% change in the price of our common stock at December 31, [removed: 2015] [added: 2016] would have had a [removed: $2.5] [added: $3.9] million impact on our operating income in [removed: 2015] [added: 2016] with respect to these plans.

phantom stock plans totaled $25.3 million.

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

In addition to our core LTL services, we offer a [removed: broad] range of other value-added services that include container drayage, truckload brokerage, supply chain consulting and warehousing.

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

More than [removed: 95%] [added: 97%] of our revenue has historically been derived from transporting LTL shipments for our customers, whose demand for our services is generally tied to industrial production and the overall health of the U.S. domestic economy.

We [removed: were] [added: have grown to] the fourth largest LTL motor carrier in the United States, as measured by [removed: 2014] [added: 2015] revenue, [added: from the seventh largest LTL motor carrier in the United States, as measured by 2010 revenue,] according to Transport Topics.

We have increased our revenue and customer base over [removed: the past five years] [added: this five-year period primarily] through organic market share growth.

Our infrastructure allows us to provide next-day and second-day service through each of our [removed: six] regions covering the continental United States.

We believe the growth in [removed: the] demand for our services can be attributed to our [removed: focus on meeting our customers’ supply chain needs from a single point of contact while providing] [added: ability to consistently provide] a superior level of customer service at a fair [removed: price.][added: price, which allows our customers to meet their supply chain needs.]

[added: The] LTL [removed: carriers typically pick up multiple shipments from multiple customers on a single truck and then route that] freight [removed: for delivery] [added: is then routed] through [added: a network of] service centers where the freight may be transferred to other trucks with similar destinations.

According to the American Trucking Associations, [removed: total U.S. transportation revenue in 2014 was $872.1 billion, of which] the trucking industry accounted for [removed: 80.3%.][added: 81.2% of the $894.6 billion total U.S. transportation revenue in 2015.]

The LTL sector had revenue in [removed: 2014] [added: 2015] of [removed: $56.7] [added: $56.3] billion, which represented [removed: 6.5%] [added: 6.3%] of total U.S. transportation revenue.

[removed: In contrast to truckload carriers,] LTL motor carriers [added: generally] require [added: a more] expansive [removed: networks] [added: network] of local pickup and delivery (“P&D”) service centers, as well as larger breakbulk, or hub, facilities.

Based on [removed: 2014] [added: 2015] revenue as reported in Transport Topics, the largest 10 and 25 LTL motor carriers accounted for approximately [removed: 49%] [added: 50%] and 60%, respectively, of the total LTL market.

[removed: We believe competition] [added: Competition] in our industry is based primarily on service, price, available capacity and business relationships.

We believe our transit times are generally faster [added: and more reliable] than those of our principal national competitors, in part because of our more efficient service center network, use of team drivers and proprietary technology.

At December 31, [removed: 2015,] [added: 2016,] we operated [removed: 225] [added: 226] service center locations, of which we owned [removed: 180] [added: 182] and leased [removed: 45.][added: 44.]

Our service centers are strategically located [removed: in six regions of] [added: throughout] the country so that we can provide the highest quality service and minimize freight rehandling costs.

Each night, our service centers load outbound freight for transport to our other service centers for [removed: delivery the next business day.][added: delivery.]

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

[removed: business day, unless a] customer requests a different delivery schedule.

Our systems [added: allow us to] offer [removed: direct] [added: our customers] access to information such as freight tracking, shipping documents, rate quotes, rate databases and account activity.

At December 31, [removed: 2015,] [added: 2016,] we owned [removed: 7,688] [added: 7,994] tractors.

The table below reflects, as of December 31, [removed: 2015,] [added: 2016,] 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: 2015, 2014] [added: 2016, 2015] and [removed: 2013.][added: 2014.]

| (In thousands) | | [removed: 2015] [added: 2016] | | | | [removed: 2014] [added: 2015] | | | | [removed: 2013] [added: 2014] | | |

| Tractors | | $ | [removed: 128,911] [added: 114,166] | | | $ | [removed: 91,750] [added: 128,911] | | | $ | [removed: 59,317] [added: 91,750] | |

| Trailers | | [removed: 114,209] [added: 94,040] | | | | [removed: 80,853] [added: 114,209] | | | | [removed: 70,042] [added: 80,853] | | |

| Total | | $ | [removed: 243,120] [added: 208,206] | | | $ | [removed: 172,603] [added: 243,120] | | | $ | [removed: 129,359] [added: 172,603] | |

At December 31, [removed: 2015,] [added: 2016,] we operated [removed: 38] [added: 39] maintenance centers at strategic service center locations throughout our network.

In [removed: 2015,] [added: 2016,] our largest customer accounted for approximately 3.0% of our revenue and our largest 5, 10 and 20 customers accounted for [removed: approximately 9.2%, 14.0%] [added: 10.4%, 15.4%] and [removed: 20.4%] [added: 21.9%] of our revenue, respectively.

For each of the previous three years, more than 95% of our revenue was derived from services performed in the United States and less than 5% of our revenue was generated from [removed: international] services [removed: performed.][added: performed internationally.]

[removed: Operating] [added: Our revenue and operating] margins in the first and fourth quarters are typically lower than those during the second and third quarters due to reduced shipments during the winter months.

Our data systems are integrated [removed: in] [added: at] every level within our organization, which we believe is [removed: also] critical to our success.

As of December 31, [removed: 2015,] [added: 2016,] we employed [removed: 17,931] [added: 17,543] individuals on a full-time basis, none of which were represented under a collective bargaining agreement.

| Fleet technicians | | [removed: 538] [added: 537] | |

| Sales, administrative and other | | [removed: 4,689] [added: 4,630] | |

As of December 31, [removed: 2015,] [added: 2016,] we employed [removed: 4,903] [added: 4,910] linehaul drivers and [removed: 4,577] [added: 4,473] P&D drivers on a full-time basis.

Since 1988, we have provided the opportunity for qualified employees to become drivers through the “Old Dominion Driver Training Program.” There are currently [removed: 2,601] [added: 2,725] active drivers who have successfully completed this training, which was approximately [removed: 27%] [added: 29%] of our driver workforce as of December 31, [removed: 2015.][added: 2016.]

In addition, we have experienced an annual turnover rate for our driver graduates of approximately [removed: 5.4%,] [added: 6.1%,] which is below our Company-wide turnover rate for all drivers of approximately [removed: 10.3%.][added: 8.3%.]

Our [removed: driver] safety bonuses [added: paid to drivers] totaled [removed: $3.4] [added: $3.7] million, [removed: $3.1] [added: $3.4] million and [removed: $2.8] [added: $3.1] million in [removed: 2015, 2014] [added: 2016, 2015] and [removed: 2013,] [added: 2014,] respectively.

Our LTL services include ground and air expedited transportation for time-sensitive shipments, consumer household pickup and delivery and freight delivery services throughout North America.

We opened 10 and 44 new service centers over the past five and ten years, respectively, for a total of 226 service centers at December 31, 2016.

We believe this expansion produced increased capacity within our service center network and provides us with opportunities for future growth.

LTL freight carriers typically pick up multiple shipments from multiple customers on a single truck.

| Tractors | | 7,994 | | | 4.5 | |

| Linehaul trailers | | 22,970 | | | 5.7 | |

| P&D trailers | | 9,555 | | | 9.0 | |

At December 31, 2016, the amounts of our SIR and/or deductibles were as follows:

- $2.75 million per occurrence for bodily injury and property damage (“BIPD”) claims, plus a one-time, $2.5

million aggregate corridor deductible applicable to any claim that exceeds $5.0 million and occurs after

March 30, 2016;

- $100,000 per occurrence for cargo loss and damage;

- $1.0 million per occurrence for workers’ compensation claims; and

- $800,000 per covered person paid during 2016 for group health claims.

| Drivers | | 9,383 | |

| Platform | | 2,993 | |

| Total | | 17,543 | |

Driver Hours of Service

The suspension of these provisions of the 2011 Rules allowed us to improve our productivity and we continue to benefit from the suspension of these provisions.

In connection with the temporary suspension, Congress requested that the FMCSA conduct a study to determine whether two rest periods between 1 a.m.

and 5 a.m., and the limited use of one restart every 168 hours, significantly improved safety benefits.

In December 2016, Congress enacted legislation providing that if the FMCSA study demonstrates significant safety benefits attributable to these two rest periods and the 168-hour minimum restart restriction, then these two restrictions to the “34-hour restart” provision will be reinstated.

If the FMCSA’s study does not support the safety benefits, the suspension will remain in effect.

The FMCSA has not yet released its study.

Electronic Logging Devices

Commercial Driver's License Drug and Alcohol Clearinghouse

In December 2016, the FMCSA released a final rule establishing the Commercial Driver’s License Drug and Alcohol Clearinghouse ("DAC").

The DAC is a database that will maintain records of drug and alcohol violations of commercial motor vehicle drivers.

The DAC will require us to check prospective employees for drug and alcohol violations, and all current driver employees must be checked at least annually.

The intent of the clearinghouse is to ensure that drivers cannot conceal drug and alcohol violations by changing jobs or locations.

Compliance with this rule, which provides for a three-year implementation period, is required by January 6, 2020.

electronically file the material with or furnish it to the U.S. Securities and Exchange Commission (the “SEC”).

We have added 71 service centers since December 31, 2005 (12 of which were added during the past five years) for a total of 225 at December 31, 2015.

Our investments over the last five years have allowed us to focus on expansion within our service center network, which has led to increased density throughout our operations.

| Tractors | | 7,688 | | | 4.8 | |

| Linehaul trailers | | 21,540 | | | 5.6 | |

| P&D trailers | | 8,664 | | | 10.3 | |

At December 31, 2015, the amounts 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 $500,000 per occurrence (with a $400,000 aggregate over our retention level) for group health claims.

| Drivers | | 9,480 | |

| Platform | | 3,224 | |

| Total | | 17,931 | |

On December 22, 2011, the FMCSA issued its final rule, which mandated compliance by July 1, 2013.

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

provision.

The law directed the Secretary of the DOT to conduct a field study of the operational, safety, health and fatigue aspects of the restart provisions in effect before and after July 1, 2013.

The DOT completed the field study within the mandated September 30, 2015 deadline and submitted its findings to the Office of the Inspector General for review.

Results and conclusions from this study have not been submitted to Congress or released publicly; therefore, certain aspects of the restart provisions remain temporarily suspended.

While the suspension of certain aspects of the restart provisions has allowed us to regain some of this lost productivity, the suspension is temporary and our operating costs could be adversely impacted when final rules are implemented.

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

Certain of these [removed: claims] [added: matters] include class-action allegations.

We do not believe that the resolution of any of these legal [removed: proceedings] [added: proceedings, governmental inquiries] or claims will have a material adverse effect upon our financial position, results of operations or cash flows.

10-K 1 [removed: a201510-k.htm] [added: a201610-k.htm] FORM 10-K

For the fiscal year ended December 31, [removed: 2015][added: 2016]

[removed: ][added: ]

The aggregate market value of voting stock held by non-affiliates of the registrant as of June 30, [removed: 2015] [added: 2016] was [removed: $4,365,601,240,] [added: $3,708,544,464,] based on the closing sales price as reported on the NASDAQ Global Select Market.

As of February [removed: 26, 2016,] [added: 24, 2017,] the registrant had [removed: 83,818,609] [added: 82,466,236] outstanding shares of Common Stock ($0.10 par value).

Certain portions of the Company’s Proxy Statement for the [removed: 2016] [added: 2017] Annual Meeting of Shareholders are incorporated by reference into Part III of this report.

| [Forward-Looking [removed: Information](#s15B978607855512BA8E9125D4F0EA7F3)] [added: Information](#s08B6851C962855FAB0A6D8CE54681FE6)] | | [removed: [1](#s15B978607855512BA8E9125D4F0EA7F3)] [added: [1](#s08B6851C962855FAB0A6D8CE54681FE6)] |

| Item 1 | [removed: [Business](#s48A42E0B061158BF8C1FDD81E3F281A8)] [added: [Business](#s645A13B9DF0C55D8A16EB04523D07C4C)] | [removed: [1](#s48A42E0B061158BF8C1FDD81E3F281A8)] [added: [1](#s645A13B9DF0C55D8A16EB04523D07C4C)] |

| Item 1A | [Risk [removed: Factors](#s89F31469AFA9545D95895CA5188C82C0)] [added: Factors](#s2264A91AC9345FB6A5BE020412DE4875)] | [removed: [6](#s89F31469AFA9545D95895CA5188C82C0)] [added: [7](#s2264A91AC9345FB6A5BE020412DE4875)] |

| Item 1B | [Unresolved Staff [removed: Comments](#s13451BE9447051FFB48623EB4472C014)] [added: Comments](#s2624798C326653D0A9C225026B12BD83)] | [removed: [15](#s13451BE9447051FFB48623EB4472C014)] [added: [15](#s2624798C326653D0A9C225026B12BD83)] |

| Item 2 | [removed: [Properties](#sF317C14A01135B778D6B4E4B63CEE6E3)] [added: [Properties](#s5D75EC8E28355D4D8FC90D4C275AF241)] | [removed: [15](#sF317C14A01135B778D6B4E4B63CEE6E3)] [added: [15](#s5D75EC8E28355D4D8FC90D4C275AF241)] |

| Item 3 | [Legal [removed: Proceedings](#s8703C023F2E15139A9186BE62DBC65B2)] [added: Proceedings](#s6F48240B685D572EA68A2A3238520A31)] | [removed: [15](#s8703C023F2E15139A9186BE62DBC65B2)] [added: [16](#s6F48240B685D572EA68A2A3238520A31)] |

| Item 4 | [Mine Safety [removed: Disclosures](#sBCF8219C77F2520B9778118BC55D1BDC)] [added: Disclosures](#s2CE4C53A57DE5E0DB5E9E15A9DB255B6)] | [removed: [15](#sBCF8219C77F2520B9778118BC55D1BDC)] [added: [16](#s2CE4C53A57DE5E0DB5E9E15A9DB255B6)] |

| Item 5 | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#s5C617A1FDD7B5A06AC5DA8230AC6494A)] [added: Securities](#s263E4E7276A957B9B579A98221607025)] | [removed: [16](#s5C617A1FDD7B5A06AC5DA8230AC6494A)] [added: [17](#s263E4E7276A957B9B579A98221607025)] |

| Item 6 | [Selected Financial [removed: Data](#s3D4CAB8A8BD25F97B2283D30B4040420)] [added: Data](#s02ED913F6CED59E0BF0FC2A645844170)] | [removed: [18](#s3D4CAB8A8BD25F97B2283D30B4040420)] [added: [19](#s02ED913F6CED59E0BF0FC2A645844170)] |

| Item 7 | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#s34F7A5DDCC795A08BD3C64730EF2C0F6)] [added: Operations](#sC065BB025C2A55948F216A8BCD08855D)] | [removed: [19](#s34F7A5DDCC795A08BD3C64730EF2C0F6)] [added: [20](#sC065BB025C2A55948F216A8BCD08855D)] |

| Item 7A | [Quantitative and Qualitative Disclosures about Market [removed: Risk](#s26834A274DA45650A38B72774AAE1D30)] [added: Risk](#sD2D394988333589D82E2F1821FF2A8B7)] | [removed: [29](#s26834A274DA45650A38B72774AAE1D30)] [added: [30](#sD2D394988333589D82E2F1821FF2A8B7)] |

| Item 8 | [Financial Statements and Supplementary [removed: Data](#s8195C8628B00516FAAFA09C977712BB3)] [added: Data](#sA23D49C7720650E5A243C44107D5D4D4)] | [removed: [31](#s8195C8628B00516FAAFA09C977712BB3)] [added: [31](#sA23D49C7720650E5A243C44107D5D4D4)] |

| Item 9 | [Changes in and Disagreements With Accountants on Accounting and Financial [removed: Disclosure](#s5999BDF9A42259CD87177D0B08CAA476)] [added: Disclosure](#s96A9CDF39E9F5AB181873E76CD40930F)] | [removed: [47](#s5999BDF9A42259CD87177D0B08CAA476)] [added: [48](#s96A9CDF39E9F5AB181873E76CD40930F)] |

| Item 9A | [Controls and [removed: Procedures](#s3ECCA61F864F58F084EAC350D2521FCF)] [added: Procedures](#sD51C39136AC05177A71CE9B8190CE36C)] | [removed: [47](#s3ECCA61F864F58F084EAC350D2521FCF)] [added: [48](#sD51C39136AC05177A71CE9B8190CE36C)] |

| Item 9B | [Other [removed: Information](#s77F664D99BC65F679D08FBD06021C028)] [added: Information](#sAB5150338FC158A19D3CE6C4358F283B)] | [removed: [49](#s77F664D99BC65F679D08FBD06021C028)] [added: [50](#sAB5150338FC158A19D3CE6C4358F283B)] |

| [Part [removed: III](#sB5FD36FFFC525DEDA24086A2014D20FB)] [added: III](#s206E03DD24B4579D9670B4DC7BC5D653)] | | [removed: [49](#sB5FD36FFFC525DEDA24086A2014D20FB)] [added: [50](#s206E03DD24B4579D9670B4DC7BC5D653)] |

| Item 10 | [Directors, Executive Officers and Corporate [removed: Governance](#s4E1386809DFF5E0891D562F42C935CAB)] [added: Governance](#sF7FC8310A8275BAA8FC44C2A449C7ADB)] | [removed: [49](#s4E1386809DFF5E0891D562F42C935CAB)] [added: [50](#sF7FC8310A8275BAA8FC44C2A449C7ADB)] |

| Item 11 | [Executive [removed: Compensation](#s0A41D0E0644B526C9C49B793577C5FAE)] [added: Compensation](#s9604B593AAC757BD8077DF271EFBF6F4)] | [removed: [49](#s0A41D0E0644B526C9C49B793577C5FAE)] [added: [50](#s9604B593AAC757BD8077DF271EFBF6F4)] |

| Item 12 | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#s1DA161800CF8544BB0444D687B71703D)] [added: Matters](#sA46DE440BE9D59A7A7748DC0179992C9)] | [removed: [49](#s1DA161800CF8544BB0444D687B71703D)] [added: [50](#sA46DE440BE9D59A7A7748DC0179992C9)] |

| Item 13 | [Certain Relationships and Related Transactions, and Director [removed: Independence](#s94B590E73D1F56BFA7CDCD0E120155BF)] [added: Independence](#s046717A432495F2E93BB8AEE0E756C26)] | [removed: [49](#s94B590E73D1F56BFA7CDCD0E120155BF)] [added: [50](#s046717A432495F2E93BB8AEE0E756C26)] |

| Item 14 | [Principal Accounting Fees and [removed: Services](#s950C2F7009D0570CBF9D8EFDC620CF35)] [added: Services](#s0A6A169E959353D3B0A1E6D0E8DA46F8)] | [removed: [49](#s950C2F7009D0570CBF9D8EFDC620CF35)] [added: [50](#s0A6A169E959353D3B0A1E6D0E8DA46F8)] |

| Item 15 | [Exhibits, Financial Statement [removed: Schedules](#sAE2E88695B91523791034BA1DC8F06DC)] [added: Schedules](#s54CEBBBBF4C65633B10125FF7FFE2DB9)] | [removed: [50](#sAE2E88695B91523791034BA1DC8F06DC)] [added: [51](#s54CEBBBBF4C65633B10125FF7FFE2DB9)] |

| [Exhibit [removed: Index](#s60E08A45BDE5560DAD3C504AA4D4CBA9)] [added: Index](#s03E454C7E7B0566E9445F72D9A0016D5)] | | [removed: [52](#s60E08A45BDE5560DAD3C504AA4D4CBA9)] [added: [53](#s03E454C7E7B0566E9445F72D9A0016D5)] |

We undertake no obligation to publicly update any forward-looking statement to reflect developments occurring after the statement is [removed: made.][added: made, except to the extent required by law.]

| [Part I](#s1F6EF461022D5EF98B2CF92C858856DA) | | [1](#s1F6EF461022D5EF98B2CF92C858856DA) |

| [Part II](#s2B06A99DF4B95A589AA1E1D8217EA584) | | [17](#s2B06A99DF4B95A589AA1E1D8217EA584) |

| [Part IV](#sCD570477AA0557619E629756486618FD) | | [51](#sCD570477AA0557619E629756486618FD) |

| Item 16 | [Form 10-K Summary](#s325a90bae7154263a3c0691f4813decd) | [52](#s325a90bae7154263a3c0691f4813decd) |

| [Signatures](#sA6905EC72D975EAFB0F0943C98D876FC) | | [52](#sA6905EC72D975EAFB0F0943C98D876FC) |

| [Part I](#sBF3107CBB7C256B39C27C5FB0E08E71D) | | [1](#sBF3107CBB7C256B39C27C5FB0E08E71D) |

| [Part II](#sFB0B8765ABD55ECBA557356513EDC521) | | [16](#sFB0B8765ABD55ECBA557356513EDC521) |

| [Part IV](#s7AC4FF7CDE4B5EB2B21F023DB36E4CD9) | | [50](#s7AC4FF7CDE4B5EB2B21F023DB36E4CD9) |

| [Signatures](#sBE8E720D9CE55C7EAA4710484770BF56) | | [51](#sBE8E720D9CE55C7EAA4710484770BF56) |

At December 31, [removed: 2015,] [added: 2016,] we operated [removed: 225] [added: 226] service centers, of which [removed: 180] [added: 182] were owned and [removed: 45] [added: 44] were leased.

Our owned service centers include most of our larger facilities and account for approximately [removed: 90%] [added: 92%] of the total door capacity in our network.

We own each of our major breakbulk facilities listed below and have provided the number of doors as of December 31, [removed: 2015.][added: 2016.]

| Dallas, Texas | | [removed: 234] [added: 304] |

| Greensboro, North Carolina | | [removed: 219] [added: 212] |

| Salt Lake City, Utah | | [removed: 181] [added: 188] |

Our [removed: 225] [added: 226] facilities are strategically dispersed over the states in which we operate.

At December 31, [removed: 2015,] [added: 2016,] the terms of our leased properties ranged from month-to-month to a lease that expires in 2039.

We believe that as current leases expire, we will be able to renew them or find comparable facilities without [removed: incurring] [added: causing] any material negative impact on service to our customers or our operating results.

We also [removed: own] [added: owned] eight non-operating service center [removed: properties.][added: properties as of December 31, 2016.]

Three of these properties are leased to third parties with lease terms that range from month-to-month to a lease that expires in [removed: 2036.][added: 2023.]

At February [removed: 23, 2016,] [added: 22, 2017,] there were [removed: 37,871] [added: 38,078] holders of our common stock, including [removed: 121] [added: 113] shareholders of record.

We did not pay any dividends on our common stock during fiscal year [removed: 2015 or 2014, and we have no current plans to declare] [added: 2016] or [removed: pay any dividends on our common stock during fiscal year 2016.][added: 2015.]

The following table provides information regarding our repurchases of our common stock during the fourth quarter of [removed: 2015.][added: 2016:]

On [removed: November 10, 2014,] [added: May 23, 2016,] we announced that our Board of Directors had approved a [added: new two-year] stock repurchase program authorizing us to repurchase up to an aggregate of [removed: $200.0] [added: $250.0] million of our outstanding common [removed: stock.][added: stock (the “2016 Repurchase Program”).]

[removed: We] [added: Under the 2016 Repurchase Program, we] may repurchase shares from [removed: time-to-time] [added: time to time] in open market purchases or through privately negotiated transactions.

Shares of our common stock repurchased [removed: by us] under [removed: the] [added: our] repurchase [removed: program] [added: programs] are canceled at the time of repurchase and are authorized but unissued shares of our common stock.

The following graph compares the total shareholder cumulative returns, assuming the reinvestment of all dividends, of $100 invested on December 31, [removed: 2010,] [added: 2011,] in (i) our common stock, (ii) the S&P 500 Total Return Index, and (iii) the NASDAQ Industrial Transportation Index, for the five-year period ended December 31, [removed: 2015.][added: 2016.]

[removed: ][added: ]

| Old Dominion Freight Line, Inc. | | $ | 100 | | | $ | 127 | | | $ | [removed: 161] [added: 196] | | | $ | [removed: 249] [added: 287] | | | $ | [removed: 364] [added: 219] | | | $ | [removed: 277] [added: 318] | |

On February 2, 2017, we announced that our Board of Directors had declared a cash dividend of $0.10 per share payable on March 20, 2017, to shareholders of record at the close of business on March 6, 2017.

We currently intend to pay a quarterly cash dividend on our common stock for the foreseeable future.

| | | 2016 | | | | | | | | | | | | | | |

| High | | $ | 70.52 | | | $ | 72.45 | | | $ | 71.75 | | | $ | 91.69 | |

| Low | | $ | 48.92 | | | $ | 56.74 | | | $ | 59.55 | | | $ | 68.21 | |

| October 1-31, 2016 | | 134,784 | | | $ | 69.75 | | | 134,784 | | | $ | 201,865,076 | |

| November 1-30, 2016 | | 25,519 | | | $ | 74.16 | | | 25,519 | | | $ | 199,972,557 | |

| December 1-31, 2016 | | — | | | $ | — | | | — | | | $ | 199,972,557 | |

| Total | | 160,303 | | | $ | 70.45 | | | 160,303 | | | | | |

During the second quarter of 2016, we completed our $200.0 million stock repurchase program, previously announced on November 10, 2014.

| | | 12/31/11 | | | | 12/31/12 | | | | 12/31/13 | | | | 12/31/14 | | | | 12/31/15 | | | | 12/31/16 | | |

| S&P 500 Total Return Index | | $ | 100 | | | $ | 116 | | | $ | 154 | | | $ | 175 | | | $ | 177 | | | $ | 198 | |

| NASDAQ Industrial Transportation Index | | $ | 100 | | | $ | 107 | | | $ | 151 | | | $ | 183 | | | $ | 141 | | | $ | 183 | |

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

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

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

| October 1-31, 2015 | | 302,758 | | | $ | 62.67 | | | 302,758 | | | $ | 96,378,316 | |

| November 1-30, 2015 | | 252,677 | | | $ | 63.43 | | | 252,677 | | | $ | 80,350,794 | |

| December 1-31, 2015 | | — | | | $ | — | | | — | | | $ | 80,350,794 | |

| Total | | 555,435 | | | $ | 63.01 | | | 555,435 | | | | | |

The program expires on November 6, 2016.

| | | 12/31/10 | | | | 12/31/11 | | | | 12/31/12 | | | | 12/31/13 | | | | 12/31/14 | | | | 12/31/15 | | |

| S&P 500 Total Return Index | | $ | 100 | | | $ | 102 | | | $ | 118 | | | $ | 157 | | | $ | 178 | | | $ | 181 | |

| NASDAQ Industrial Transportation Index | | $ | 100 | | | $ | 104 | | | $ | 111 | | | $ | 158 | | | $ | 191 | | | $ | 147 | |

| | | [removed: 2015] [added: 2016] | | | | [removed: 2014] [added: 2015] | | | | [removed: 2013] [added: 2014] | | | | [removed: 2012] [added: 2013] | | | | [removed: 2011] [added: 2012] | | |

| Revenue from operations | | $ | [removed: 2,972,442] [added: 2,991,517] | | | $ | [removed: 2,787,897] [added: 2,972,442] | | | $ | [removed: 2,337,648] [added: 2,787,897] | | | $ | [removed: 2,134,579] [added: 2,337,648] | | | $ | [removed: 1,903,800] [added: 2,134,579] | |

| Depreciation and amortization expense | | [removed: 165,343] [added: 189,867] | | | | [removed: 146,466] [added: 165,343] | | | | [removed: 127,072] [added: 146,466] | | | | [removed: 110,743] [added: 127,072] | | | | [removed: 90,820] [added: 110,743] | | |

| Total operating expenses | | [removed: 2,474,202] [added: 2,507,682] | | | | [removed: 2,346,590] [added: 2,474,202] | | | | [removed: 1,999,210] [added: 2,346,590] | | | | [removed: 1,849,325] [added: 1,999,210] | | | | [removed: 1,669,728] [added: 1,849,325] | | |

| Operating income | | [removed: 498,240] [added: 483,835] | | | | [removed: 441,307] [added: 498,240] | | | | [removed: 338,438] [added: 441,307] | | | | [removed: 285,254] [added: 338,438] | | | | [removed: 234,072] [added: 285,254] | | |

| Interest expense, net (1) | | [removed: 5,001] [added: 4,274] | | | | [removed: 6,502] [added: 5,001] | | | | [removed: 9,473] [added: 6,502] | | | | [removed: 11,428] [added: 9,473] | | | | [removed: 13,887] [added: 11,428] | | |

| Provision for income taxes | | [removed: 185,327] [added: 181,822] | | | | [removed: 165,000] [added: 185,327] | | | | [removed: 122,573] [added: 165,000] | | | | [removed: 103,646] [added: 122,573] | | | | [removed: 80,614] [added: 103,646] | | |

| Net income | | [removed: 304,690] [added: 295,765] | | | | [removed: 267,514] [added: 304,690] | | | | [removed: 206,113] [added: 267,514] | | | | [removed: 169,452] [added: 206,113] | | | | [removed: 139,470] [added: 169,452] | | |

| Diluted earnings per share | | $ | [removed: 3.57] [added: 3.56] | | | $ | [removed: 3.10] [added: 3.57] | | | $ | [removed: 2.39] [added: 3.10] | | | $ | [removed: 1.97] [added: 2.39] | | | $ | [removed: 1.63] [added: 1.97] | |

| Cash and cash equivalents | | $ | [removed: 11,472] [added: 10,171] | | | $ | [removed: 34,787] [added: 11,472] | | | $ | [removed: 30,174] [added: 34,787] | | | $ | [removed: 12,857] [added: 30,174] | | | $ | [removed: 75,850] [added: 12,857] | |

| Current assets [removed: (2)] | | [removed: 381,730] [added: 382,622] | | | | [removed: 403,772] [added: 381,730] | | | | [removed: 309,730] [added: 403,772] | | | | [removed: 254,974] [added: 309,730] | | | | [removed: 312,386] [added: 254,974] | | |

| Total assets [removed: (2)] | | [removed: 2,466,504] [added: 2,696,247] | | | | [removed: 2,206,866] [added: 2,466,504] | | | | [removed: 1,908,840] [added: 2,206,866] | | | | [removed: 1,692,460] [added: 1,908,840] | | | | [removed: 1,493,608] [added: 1,692,460] | | |

| Current liabilities | | [removed: 285,402] [added: 288,636] | | | | [removed: 255,638] [added: 285,402] | | | | [removed: 232,122] [added: 255,638] | | | | [removed: 225,139] [added: 232,122] | | | | [removed: 204,810] [added: 225,139] | | |

| Long-term debt (including current maturities) | | [removed: 133,805] [added: 104,975] | | | | [removed: 155,714] [added: 133,805] | | | | [removed: 191,429] [added: 155,714] | | | | [removed: 240,407] [added: 191,429] | | | | [removed: 269,185] [added: 240,407] | | |

| Shareholders’ equity | | [removed: 1,684,637] [added: 1,851,158] | | | | [removed: 1,494,064] [added: 1,684,637] | | | | [removed: 1,232,082] [added: 1,494,064] | | | | [removed: 1,025,969] [added: 1,232,082] | | | | [removed: 856,519] [added: 1,025,969] | | |

| Basic earnings per share | | $ | 3.56 | | | $ | 3.57 | | | $ | 3.10 | | | $ | 2.39 | | | $ | 1.97 | |

| | |

| --- | --- |

| (2) | Prior-year balance sheets have been adjusted to reflect the adoption of Accounting Standards Update ("ASU") 2015-17 in order to conform to the current period presentation. For additional information regarding ASU 2015-17, please refer to "Recent Accounting Pronouncements" included in Note 1 of Item 8, "Financial Statements and Supplementary Data" in this report. |

| (In thousands, except share and per share data) | | [added: 2016 | | | |] 2015 | | | | 2014 | | |

| Cash and cash equivalents | | $ | [removed: 11,472] [added: 10,171] | | | $ | [removed: 34,787] [added: 11,472] | |

| Customer receivables, less allowances of [removed: $8,976] [added: $8,346] and [removed: $9,069,] [added: $8,976,] respectively | | [removed: 310,501] [added: 320,087] | | | | [removed: 303,170] [added: 310,501] | | |

| Other receivables | | [removed: 34,547] [added: 14,402] | | | | [removed: 44,730] [added: 34,547] | | |

| Prepaid expenses and other current assets | | [removed: 25,210] [added: 37,962] | | | | [removed: 21,085] [added: 25,210] | | |

| Total current assets | | [removed: 381,730] [added: 382,622] | | | | [removed: 403,772] [added: 381,730] | | |

| Revenue equipment | | [removed: 1,358,317] [added: 1,496,697] | | | | [removed: 1,158,108] [added: 1,358,317] | | |

| Land and structures | | [removed: 1,221,250] [added: 1,377,106] | | | | [removed: 1,088,372] [added: 1,221,250] | | |

| Other fixed assets | | [removed: 365,673] [added: 402,482] | | | | [removed: 321,310] [added: 365,673] | | |

| Leasehold improvements | | [removed: 7,585] [added: 8,699] | | | | [removed: 6,982] [added: 7,585] | | |

| Total property and equipment | | [removed: 2,952,825] [added: 3,284,984] | | | | [removed: 2,574,772] [added: 2,952,825] | | |

| Less: Accumulated depreciation | | [removed: (929,377] [added: (1,043,582] | | ) | | [removed: (831,527] [added: (929,377] | | ) |

| Net property and equipment | | [removed: 2,023,448] [added: 2,241,402] | | | | [removed: 1,743,245] [added: 2,023,448] | | |

| Other assets | | [removed: 41,863] [added: 52,760] | | | | [removed: 40,386] [added: 41,863] | | |

| Total assets | | $ | [removed: 2,466,504] [added: 2,696,247] | | | $ | [removed: 2,206,866] [added: 2,466,504] | |

| Accounts payable | | $ | [removed: 66,774] [added: 89,216] | | | $ | [removed: 45,314] [added: 66,774] | |

| Compensation and benefits | | [removed: 124,589] [added: 129,170] | | | | [removed: 106,200] [added: 124,589] | | |

| Claims and insurance accruals | | [removed: 44,917] [added: 47,417] | | | | [removed: 42,271] [added: 44,917] | | |

| Other accrued liabilities | | [removed: 22,634] [added: 22,833] | | | | [removed: 26,139] [added: 22,634] | | |

| Current maturities of long-term debt | | [removed: 26,488] [added: —] | | | | [removed: 35,714] [added: 26,488] | | |

| Total current liabilities | | [removed: 285,402] [added: 288,636] | | | | [removed: 255,638] [added: 285,402] | | |

| Long-term debt | | [removed: 107,317] [added: 104,975] | | | | [removed: 120,000] [added: 107,317] | | |

| Other non-current liabilities | | [removed: 154,094] [added: 178,879] | | | | [removed: 145,752] [added: 154,094] | | |

| Deferred income taxes | | [removed: 235,054] [added: 272,599] | | | | [removed: 191,412] [added: 235,054] | | |

| Total long-term liabilities | | [removed: 496,465] [added: 556,453] | | | | [removed: 457,164] [added: 496,465] | | |

| Total liabilities | | [removed: 781,867] [added: 845,089] | | | | [removed: 712,802] [added: 781,867] | | |

| Common stock - $0.10 par value, 140,000,000 shares authorized, [removed: 84,411,878] [added: 82,416,657] and [removed: 86,094,297] [added: 84,411,878] shares outstanding at December 31, [removed: 2015] [added: 2016] and [removed: 2014,] [added: 2015,] respectively | | [removed: 8,441] [added: 8,242] | | | | [removed: 8,609] [added: 8,441] | | |

| Capital in excess of par value | | [removed: 134,401] [added: 135,466] | | | | 134,401 | | |

| Retained earnings | | [removed: 1,541,795] [added: 1,707,450] | | | | [removed: 1,351,054] [added: 1,541,795] | | |

| Total shareholders’ equity | | [removed: 1,684,637] [added: 1,851,158] | | | | [removed: 1,494,064] [added: 1,684,637] | | |

| Total liabilities and shareholders’ equity | | $ | [removed: 2,466,504] [added: 2,696,247] | | | $ | [removed: 2,206,866] [added: 2,466,504] | |

| (In thousands, except share and per share data) | | [removed: 2015 | | | | 2014] [added: 2016] | | | | [removed: 2013] [added: 2015] | | |

| Revenue from operations | | $ | [removed: 2,972,442] [added: 2,991,517] | | | $ | [removed: 2,787,897] [added: 2,972,442] | | | $ | [removed: 2,337,648] [added: 2,787,897] | |

| Salaries, wages and benefits | | [removed: 1,569,791] [added: 1,652,055] | | | | [removed: 1,381,277] [added: 1,569,791] | | | | [removed: 1,170,773] [added: 1,381,277] | | |

| Operating supplies and expenses | | [removed: 353,889] [added: 322,997] | | | | [removed: 432,675] [added: 353,889] | | | | [removed: 385,201] [added: 432,675] | | |

| General supplies and expenses | | [removed: 89,308] [added: 86,626] | | | | [removed: 83,165] [added: 89,308] | | | | [removed: 69,765] [added: 83,165] | | |

| Operating taxes and licenses | | [removed: 93,292] [added: 92,426] | | | | [removed: 83,417] [added: 93,292] | | | | [removed: 71,599] [added: 83,417] | | |

| Insurance and claims | | [removed: 37,368] [added: 37,861] | | | | [removed: 36,145] [added: 37,368] | | | | [removed: 30,910] [added: 36,145] | | |

| Communications and utilities | | [removed: 26,913] [added: 27,904] | | | | [removed: 25,507] [added: 26,913] | | | | [removed: 23,142] [added: 25,507] | | |

| Depreciation and amortization | | [removed: 165,343] [added: 189,867] | | | | [removed: 146,466] [added: 165,343] | | | | [removed: 127,072] [added: 146,466] | | |

| Net income | | — | | | — | | | | — | | | | 295,765 | | | | 295,765 | | |

| Share repurchases | | (2,063 | ) | | (206 | | ) | | — | | | | (130,110 | | ) | | (130,316 | | ) |

| Share-based compensation and restricted share issuances, net of taxes | | 68 | | | 7 | | | | 1,065 | | | | — | | | | 1,072 | | |

| Balance as of December 31, 2016 | | 82,417 | | | $ | 8,242 | | | $ | 135,466 | | | $ | 1,707,450 | | | $ | 1,851,158 | |

| Net income | | $ | 295,765 | | | $ | 304,690 | | | $ | 267,514 | |

| Depreciation and amortization | | 189,867 | | | | 165,343 | | | | 146,466 | | |

| Share-based compensation | | 1,410 | | | | — | | | | — | | |

| Other financing activities, net | | (338 | | ) | | — | | | | — | | |

The composition of our revenue is summarized below:

| LTL services | | $ | 2,939,572 | | | $ | 2,893,683 | | | $ | 2,706,654 | |

| Other services | | 51,945 | | | | 78,759 | | | | 81,243 | | |

| Total revenue | | $ | 2,991,517 | | | $ | 2,972,442 | | | $ | 2,787,897 | |

We also had an SIR of $800,000 per covered person paid during 2016 for group health claims.

We have various share-based compensation plans for our employees and non-employee directors.

All share based compensation expense is presented in "Salaries, wages and benefits" for employees and “Miscellaneous expenses, net” for non-employee directors in the accompanying Statements of Operations.

Awards of restricted stock are accounted for as equity under ASC topic 718.

Compensation cost for restricted stock awards is measured at the fair market value of our common stock on the grant date.

We recognize compensation cost, net of estimated forfeitures, on a straight-line basis over the requisite service period of each award.

The carrying value of our revolving credit facility approximates fair value due to the variable interest rates of the facility that correlate with current market rates.

During the second quarter of 2016, we completed our stock repurchase program to repurchase up to an aggregate of $200.0 million of our outstanding common stock, previously announced on November 10, 2014.

As of December 31, 2016, we had $200.0 million remaining authorized under the 2016 Repurchase Program.

| (In thousands) | | 2016 | | | | 2015 | | | | 2014 | | |

We are continuing to evaluate the impact of this new standard on our financial reporting and disclosures, including but not limited to a review of accounting policies, internal controls and processes.

We expect to complete our evaluation in the second half of 2017 and intend to adopt the new standard effective January 1, 2018.

We are continuing to evaluate the impact of this new standard on our financial reporting and disclosures.

We adopted the provisions of ASU 2015-05 in the first quarter of 2016 without a material impact on our financial position, results of operations or cash flows.

discounts.

In June 2015, the FASB issued ASU 2015-15, "Interest - Imputation of Interest: Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements".

This ASU adds further clarity to ASU 2015-03 for debt issuance costs related to line-of-credit-arrangements.

In March 2016, the FASB issued ASU 2016-09, "Improvements to Employee Share-Based Payment Accounting" (Topic 718).

This ASU is intended to simplify various aspects of the accounting for employee share-based payment transactions, including accounting for income taxes, forfeitures, and statutory tax withholding requirements, as well as classification in the statement of cash flows.

We adopted the provisions of ASU 2016-09 in the second quarter of 2016 with retrospective application beginning January 1, 2016.

In August 2016, the FASB issued ASU 2016-15, "Statement of Cash Flows" (Topic 230).

This ASU is intended to reduce diversity in practice in how certain transactions are classified in the statement of cash flows.

In January 2017, the FASB issued ASU 2017-04, "Intangibles - Goodwill and Other" (Topic 350).

This ASU is intended to simplify the subsequent measurement of goodwill and reduces the complexity of evaluating goodwill for impairment.

Under this ASU, an entity no longer will determine goodwill impairment by calculating the implied fair value of goodwill by assigning the fair value of a reporting unit to all of its assets and liabilities as if that reporting unit had been acquired in a business combination.

This ASU is effective for annual or interim goodwill impairment tests in fiscal years beginning after December 15, 2019.

Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017.

| (In thousands) | | 2016 | | | | 2015 | | |

| Balance as of December 31, 2012 | | 86,165 | | | $ | 8,616 | | | $ | 134,401 | | | $ | 882,952 | | | $ | 1,025,969 | |

| Net income | | — | | | — | | | | — | | | | 206,113 | | | | 206,113 | | |

More than 97% of our revenue is derived from these services.

We also had an SIR of $500,000 per occurrence (with a $400,000 aggregate over our retention level) for group health claims.

The program expires on November 6, 2016.

As of December 31, 2015, we had repurchased 1,753,039 shares for $119.6 million, and $80.4 million remained authorized under the program.

There were no potentially dilutive shares outstanding at the end of each period presented in this report.

In addition, during 2013, we completed a nonmonetary exchange of property.

We acquired a service center with a fair value of $6.6 million, which resulted in a gain of $3.4 million.

The resulting gain was recorded in "Miscellaneous expenses, net" on our Statements of Operations.

In November 2015, the FASB issued ASU 2015-17, "Balance Sheet Classification of Deferred Taxes" (Topic 740).

This ASU requires that deferred tax assets and liabilities be classified as noncurrent on the balance sheet rather than being separated into current and noncurrent.

We early adopted this ASU on a retrospective basis during the fourth quarter of 2015.

Accordingly, deferred income tax assets in the amount of $29.4 million that were formerly classified as current assets at December 31, 2014, have been reclassified to non-current deferred income tax liabilities in our balance sheet.

At December 31, 2014, we had three outstanding unsecured senior note agreements with an aggregate amount outstanding of $155.7 million.

These notes include scheduled principal payments with maturities that range from 2016 to 2021, of which $25.0 million is due in the next twelve months.

Interest rates on these notes are fixed and range from 4.00% to 5.85%.

The 2015 Credit Agreement provides for a five-year, $250.0 million senior unsecured revolving line of credit.

We may also request an increase in the line of credit commitments up to an aggregate of $350.0 million, which may include Term Loan Commitments, in minimum increments of $25.0 million.

The 2015 Credit Agreement superseded and replaced our previous five-year, $200.0 million senior unsecured revolving credit facility dated August 10, 2011, as amended on November 7, 2014 (the "2011 Credit Agreement").

For periods in 2015 and 2014 under the 2011 Credit Agreement, the applicable margin and letter of credit fees were 1.0%, and commitment fees were 0.175%.

We did not declare or pay a cash dividend on our common stock in 2015 or 2014, and we have no plans to declare or pay a cash dividend in 2016.

Our share repurchases are described above in “Stock Repurchase Program.”

We were in compliance with all covenants in our outstanding debt instruments for the period ended December 31, 2015.

| 2016 | $ | 26,488 | |

| 2020 | 12,317 | | |

| | $ | 133,805 | |

| 2016 | | $ | 13,761 | |

| 2017 | | 10,239 | | |

| 2018 | | 6,937 | | |

| 2019 | | 4,424 | | |

| 2020 | | 3,677 | | |

| Thereafter | | 26,868 | | |

| | | $ | 65,906 | |

| Valuation allowance | | — | | | | (559 | | ) |

| Net deferred tax assets | | 110,870 | | | | 99,155 | | |

We do not believe these arrangements with Leasing had a material impact on our financial results.

Each eligible non-employee director received shares equal to $80,000 on each of the 2015 and 2014 grant dates and shares equal to $50,000 on the 2013 grant date.

No shares of common stock will be issued pursuant to the Director Phantom Stock Plan, as the awards are settled in cash.

in service as a director; (iii) the date of a change of control in our ownership provided that the participant is still in service as a director; or (iv) the date of the participant’s death or total disability while still in service as a director.

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: 2015] [added: 2016] based on the framework in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (the "2013 Framework").

Management concluded that our internal control over financial reporting was effective as of December 31, [removed: 2015,] [added: 2016,] based on our evaluation under the 2013 Framework.

The effectiveness of our internal control over financial reporting as of December 31, [removed: 2015] [added: 2016] 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: 2015,] [added: 2016,] based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (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: 2015,] [added: 2016,] 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: 2015] [added: 2016] and [removed: 2014,] [added: 2015,] 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: 2015] [added: 2016,] and our report dated February [removed: 29, 2016] [added: 27, 2017,] expressed an unqualified opinion thereon.

[removed: Charlotte,] [added: Raleigh,] North Carolina

February 27, 2017

February 29, 2016

The information required by Item 10 of Form 10-K will appear in the Company’s proxy statement for its [removed: 2016] [added: 2017] 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: 2016] [added: 2017] 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: 2016] [added: 2017] Annual Meeting of Shareholders under the [removed: caption] [added: captions “Equity Compensation Plan Information” and] “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: 2016] [added: 2017] 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: 2016] [added: 2017] 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: 2015] [added: 2016] and December 31, [removed: 2014][added: 2015]

Statements of Operations – Years ended December 31, [removed: 2015,] [added: 2016,] December 31, [removed: 2014] [added: 2015] and December 31, [removed: 2013][added: 2014]

Statements of Changes in Shareholders’ Equity – Years ended December 31, [removed: 2015,] [added: 2016,] December 31, [removed: 2014] [added: 2015] and December 31, [removed: 2013][added: 2014]

Statements of Cash Flows – Years ended December 31, [removed: 2015,] [added: 2016,] December 31, [removed: 2014] [added: 2015] and December 31, [removed: 2013][added: 2014]

| 2016 | | $ | 4,453 | | | $ | 1,427 | | | $ | 2,797 | | | $ | 3,083 | |

| | |

| --- | --- |

Old Dominion Freight Line, Inc.

| 2013 | | $ | 7,282 | | | $ | 1,074 | | | $ | 2,046 | | | $ | 6,310 | |

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

| | | | | | | | |

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

| | | | OLD DOMINION FREIGHT LINE, INC. | | | | |

| Dated: | February 29, 2016 | | | | By: | | /s/ DAVID S. CONGDON |

| | | | | | | | David S. Congdon |

| | | | | | | | Vice Chairman of the Board of Directors and Chief Executive Officer |

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:

| | | | | |

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

| Name and Signature | | Position | | Date |

| /s/ EARL E. CONGDON | | Executive Chairman of the Board of Directors | | February 29, 2016 |

| Earl E. Congdon | | | | |

| /s/ DAVID S. CONGDON | | Vice Chairman of the Board of Directors | | February 29, 2016 |

| David S. Congdon | | and Chief Executive Officer | | |

| | | (Principal Executive Officer) | | |

| /s/ J. PAUL BREITBACH | | Director | | February 29, 2016 |

| J. Paul Breitbach | | | | |

| /s/ JOHN R. CONGDON, JR. | | Director | | February 29, 2016 |

| John R. Congdon, Jr. | | | | |

| /s/ ROBERT G. CULP, III | | Director | | February 29, 2016 |

| Robert G. Culp, III | | | | |

| /s/ JOHN D. KASARDA | | Director | | February 29, 2016 |

| John D. Kasarda | | | | |

| /s/ LEO H. SUGGS | | Director | | February 29, 2016 |

| Leo H. Suggs | | | | |

| /s/ D. MICHAEL WRAY | | Director | | February 29, 2016 |

| D. Michael Wray | | | | |

| /s/ ADAM N. SATTERFIELD | | Senior Vice President – Finance, | | February 29, 2016 |

| Adam N. Satterfield | | Chief Financial Officer and Assistant Secretary | | |

| | | (Principal Financial Officer) | | |

| /s/ JOHN P. BOOKER III | | Vice President – Controller | | February 29, 2016 |

| John P. Booker III | | (Principal Accounting Officer) | | |

EXHIBIT INDEX

TO ANNUAL REPORT ON FORM 10-K

None.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

| | | | | | | | |

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

| | | | | | | | |

| | | | OLD DOMINION FREIGHT LINE, INC. | | | | |

| | | | | | | | |

| Dated: | February 27, 2017 | | | | By: | | /s/ DAVID S. CONGDON |

| | | | | | | | David S. Congdon |

| | | | | | | | Vice Chairman of the Board of Directors and Chief Executive Officer |

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:

| | | | | |

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

| | | | | |

| Name and Signature | | Position | | Date |

| | | | | |

| /s/ EARL E. CONGDON | | Executive Chairman of the Board of Directors | | February 27, 2017 |

| Earl E. Congdon | | | | |

| | | | | |

| /s/ DAVID S. CONGDON | | Vice Chairman of the Board of Directors | | February 27, 2017 |

| David S. Congdon | | and Chief Executive Officer | | |

| | | (Principal Executive Officer) | | |

| | | | | |

| /s/ JOHN R. CONGDON, JR. | | Director | | February 27, 2017 |

| John R. Congdon, Jr. | | | | |

| | | | | |

| /s/ ROBERT G. CULP, III | | Director | | February 27, 2017 |

| Robert G. Culp, III | | | | |

| | | | | |

| /s/ BRADLEY R. GABOSCH | | Director | | February 27, 2017 |

| Bradley R. Gabosch | | | | |

| | | | | |

| /s/ PATRICK D. HANLEY | | Director | | February 27, 2017 |

| Patrick D. Hanley | | | | |

| | | | | |

| /s/ JOHN D. KASARDA | | Director | | February 27, 2017 |

| John D. Kasarda | | | | |

| | | | | |

| /s/ LEO H. SUGGS | | Director | | February 27, 2017 |