Old Dominion Freight Line (ODFL) 10-K risk factor changes: FY2017 vs FY2016

| • | advances in technology require increased investments to remain competitive, and our customers may not be willing to accept higher prices to cover the cost of these investments; [removed: and] |

| • | competition from non-asset-based logistics and freight brokerage companies may adversely affect our customer relationships and ability to maintain sufficient [removed: pricing.] [added: pricing; and] |

Furthermore, continued merger and acquisition activity in transportation and logistics could result in stronger or new competitors, which could have a material adverse effect on our business, financial [removed: condition and results of operations.]

In addition, we can offer no assurance that the Department of Labor will not adopt new [added: 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 are unable to successfully execute our growth strategy, [added: and develop, market and consistently deliver high-quality services that meet customer expectations,] our business and future results of operations may suffer.

We cannot [removed: assure] [added: ensure] that we will overcome the risks associated with our growth strategy.

Adverse economic conditions, both in the [removed: United States] [added: U.S.] 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.

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

Such cost increases include, but are not limited to, increases in [added: wage rates,] fuel prices, interest rates, taxes, tolls, license and registration fees, insurance, revenue equipment and healthcare for our employees.

Difficulties attracting and retaining qualified drivers [added: and maintenance technicians] could result in increases in driver [added: and technician] compensation and could adversely affect our profitability, our ability to maintain or grow our fleet and our ability to maintain our customer relationships.

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

The compensation we offer our drivers [added: and technicians] is subject to market conditions that may require increases in driver [added: or technician] compensation.

If we are unable to attract and retain a sufficient number of qualified [removed: drivers,] [added: drivers and technicians,] we could be required to adjust our compensation packages, amend our hiring standards, or operate with fewer trucks and face difficulty meeting customer demands, any of which could adversely affect our growth and profitability.

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 [added: the driver.]

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

We are subject to regulations issued by the U.S. Environmental Protection Agency (the “EPA”) and various state [removed: agencies] [added: agencies, particularly the California Air Resources Board ("CARB"),] that have required progressive reductions in exhaust emissions from diesel engines.

We have fuel surcharge programs in place with a majority of our customers, which help offset the negative impact of the [removed: increased cost of diesel fuel and other petroleum-based products.]

Environmental laws have become and [removed: are expected to] [added: may] continue to be increasingly more stringent over time, and there can be no assurance that our costs of complying with current or future environmental laws or liabilities arising under such laws will not have a material adverse effect on our business, operations or financial condition.

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

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

In addition, we face other risks associated with international operations and relationships, which may include restrictive trade policies, [added: the renegotiation of international trade agreements,] imposition of duties, taxes or government royalties imposed by foreign governments.

These regulatory authorities have broad [removed: powers, generally governing] [added: powers over] matters [removed: such as authority] [added: relating] to [removed: engage in] [added: authorized] motor carrier operations, as well as motor carrier registration, driver hours of service, safety and fitness of transportation equipment and drivers, transportation of hazardous materials, certain mergers and acquisitions and periodic financial reporting.

The trucking industry is also subject to regulatory and legislative changes from a variety of other governmental authorities, which address matters such [removed: as:] [added: as] increasingly stringent [removed: environmental,] [added: environmental regulations,] occupational safety and health regulations, limits on vehicle weight and size, ergonomics, port security, and [added: driver] hours of service.

Regulatory requirements, and changes in regulatory [removed: requirements,] [added: requirements or guidance,] may affect our business or the economics of the industry by requiring changes in operating practices [removed: or by influencing] [added: that could influence] the demand for and [removed: increasing] [added: increase] the costs of providing transportation services.

Congdon, Jr. and [removed: members of] their [removed: respective families] [added: affiliate family members] beneficially own an aggregate of approximately [removed: 26%] [added: 20%] of the outstanding shares of our common stock.

If we are unable to invest in and enhance [added: or modernize] our technology systems in a timely manner or at a reasonable cost, or if we are unable to train our employees to operate the [removed: new or] [added: new,] enhanced [added: or modernized] 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 [added: new or modernized] system, and a failure to do so could result in higher than anticipated costs or adversely affect our results of operations.

Anti-terrorism measures [added: and terrorist events] may disrupt our business.

| • | our competitors may adopt emerging or additional technologies that improve their operating effectiveness, which could negatively affect our ability to remain competitive. |

condition and results of operations.

Additionally, uncertainty and instability in the global economy and any other action that the U.S. government may take to withdraw from or materially modify the North American Free Trade Agreement and certain other international trade arrangements, may lead to fewer goods being transported and could have a material adverse effect on our business, financial conditions and results of operations.

Due in part to the time commitment, physical requirements, our stringent hiring

Similarly, in recent years, there has been a decrease in the overall supply of skilled maintenance technicians, particularly new technicians with qualifications from technical programs and schools, which could make it more difficult to attract and retain skilled technicians.

We are also subject to the costs and potential adverse impact of compliance associated with addressing interoperability between electronic AOBRDs and ELDs in accordance with FMCSA’s ELD regulations and guidance, which includes our existing waiver and pending exemption request.

We may become subject to new or more restrictive regulations, or differing interpretations of existing regulations, which may increase the cost of providing transportation services or adversely affect our results of operations.

We are also unable to predict how any future changes in U.S. government policy will affect EPA and CARB regulation and enforcement.

increased cost of diesel fuel and other petroleum-based products.

We are subject to legislative, regulatory, and legal developments involving taxes.

Taxes are a significant part of our expenses.

We are subject to U.S. federal and state income, payroll, property, sales and use, fuel, and other types of taxes.

New or revised tax laws or regulations, such as those included in the recently enacted Tax Cuts and Jobs Act (the "Tax Act"), higher tax rates, claims, audits, investigations or legal proceedings involving taxing authorities, could have a material adverse effect on our results of operations, financial condition, and cash flows.

| | |

| --- | --- |

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.

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.

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 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.

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

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.

[removed: 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 competition.

| | | [removed: 2016] [added: 2017] | | | [removed: 2015] [added: 2016] | | | [removed: 2014] [added: 2015] | |

| Salaries, wages and benefits | | [removed: 55.2] [added: 53.7] | | | [removed: 52.8] [added: 55.2] | | | [removed: 49.6] [added: 52.8] | |

| Operating supplies and expenses | | [removed: 10.8] [added: 11.4] | | | [removed: 11.9] [added: 10.8] | | | [removed: 15.5] [added: 11.9] | |

| General supplies and expenses | | [removed: 2.9] [added: 3.2] | | | [removed: 3.0] [added: 2.9] | | | 3.0 | |

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

| Insurance and claims | | [removed: 1.3] [added: 1.2] | | | 1.3 | | | 1.3 | |

| Communication and utilities | | [removed: 0.9] [added: 0.8] | | | 0.9 | | | 0.9 | |

| Depreciation and amortization | | [removed: 6.3] [added: 6.2] | | | [removed: 5.6] [added: 6.3] | | | [removed: 5.3] [added: 5.6] | |

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

| Building and office equipment rents | | [removed: 0.3] [added: 0.2] | | | 0.3 | | | [removed: 0.4] [added: 0.3] | |

| Miscellaneous expenses, net | | [removed: 0.5] [added: 0.7] | | | [removed: 0.4] [added: 0.5] | | | [removed: 0.6] [added: 0.4] | |

| Total operating expenses | | [removed: 83.8] [added: 82.9] | | | [removed: 83.2] [added: 83.8] | | | [removed: 84.2] [added: 83.2] | |

| Operating income | | [removed: 16.2] [added: 17.1] | | | [removed: 16.8] [added: 16.2] | | | [removed: 15.8] [added: 16.8] | |

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

| Other [added: (income)] expense, net | | [removed: 0.1] [added: (0.1] | [added: )] | | 0.1 | | | 0.1 | |

| Income before income taxes | | [removed: 16.0] [added: 17.1] | | | [removed: 16.5] [added: 16.0] | | | [removed: 15.5] [added: 16.5] | |

| Provision for income taxes | | [removed: 6.1] [added: 3.3] | | | [removed: 6.2] [added: 6.1] | | | [removed: 5.9] [added: 6.2] | |

| Net income | | [removed: 9.9] [added: 13.8] | % | | [removed: 10.3] [added: 9.9] | % | | [removed: 9.6] [added: 10.3] | % |

| Work days | | [removed: 254] [added: 253] | | | | 254 | | | | [removed: —] [added: (1] | | [added: )] | | [removed: —] [added: (0.4] | [added: )] |

| Average length of haul (miles) | | [removed: 928] [added: 917] | | | | 928 | | | | [removed: —] [added: (11] | | [added: )] | | [removed: —] [added: (1.2] | [added: )] |

[removed: 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.

Our effective tax rate generally exceeds the federal statutory rate [removed: of 35%] due to the impact of state [removed: taxes, and] [added: taxes and,] to a lesser extent, certain other non-deductible items.

Key financial and operating metrics for [removed: 2015] [added: 2017] and [removed: 2014] [added: 2016] are presented below:

| LTL tons (in thousands) | | [removed: 7,938] [added: 8,519] | | | | [removed: 7,391] [added: 7,931] | | | | [removed: 547] [added: 588] | | | | 7.4 | |

| LTL weight per shipment (lbs.) | | [removed: 1,567] [added: 1,587] | | | | [removed: 1,629] [added: 1,563] | | | | [removed: (62] [added: 24] | | [removed: )] | | [removed: (3.8] [added: 1.5] | [removed: )] |

Salaries, wages and benefits increased [removed: $188.5] [added: $150.4] million, or [removed: 13.6%] [added: 9.1%] in [removed: 2015] [added: 2017] due to a [removed: $143.6] [added: $122.3] million increase in salaries and wages and a [removed: $44.9] [added: $28.1] million increase in benefit costs.

The increase in [added: the costs attributable to] salaries and [removed: wages, excluding benefits,] [added: wages] was [removed: primarily] due [added: primarily] to [removed: an] [added: the 3.0%] increase in the average number of full-time employees [removed: of 2,063, or 13.5%, over 2014, as well as] [added: in 2017,] annual wage increases provided to our employees in September [removed: of 2014] [added: 2016] and [removed: 2015.][added: 2017 and higher performance-based compensation linked to our operating results.]

Employee benefit costs increased [removed: $44.9 million,] [added: $28.1 million] or [removed: 13.2%, primarily] [added: 6.7%,] due [added: primarily] to an increase in [removed: the] [added: our average] number of full-time employees [removed: eligible for benefits, certain enhancements] [added: and higher wage rates, which led] to [removed: paid-time-off benefits] [added: higher payroll-related taxes] and [removed: an increase in our workers compensation expense.][added: paid-time-off benefits.]

[removed: These increases were partially offset by a reduction in expense] [added: Our employee benefit costs also increased] for certain retirement benefit plans directly linked to the [added: improvement in our net income and the] share price of our common stock.

[removed: Our] [added: The increase in our] diesel fuel [removed: costs decreased primarily] [added: costs, excluding fuel taxes, was] due [added: primarily] to a [removed: 33.7% decrease] [added: 23.5% increase] in our average cost per gallon [added: of diesel fuel] during [removed: 2015 as compared to the prior year.][added: 2017.]

Depreciation and amortization [removed: expenses] increased [removed: $18.9 million primarily] [added: $15.9 million, or 8.4%] due [added: primarily] to the assets acquired [removed: through] [added: as part of] our [removed: 2015] [added: 2016] and [removed: 2014] [added: 2017] capital [removed: expenditures.][added: expenditure programs.]

Our effective tax rate in [removed: 2015] [added: 2017] was [removed: 37.8%] [added: 19.5%] as compared to 38.1% in [removed: 2014.][added: 2016.]

[removed: Our] [added: In addition, our] effective tax rates [removed: in 2015] [added: for 2017] and [removed: 2014] [added: 2016] were favorably impacted by various tax [removed: credits, including credits for the use of alternative fuel in our operations.][added: credits.]

| (In thousands) | | [removed: 2016] [added: 2017] | | | | [removed: 2015] [added: 2016] | | | | [removed: 2014] [added: 2015] | | |

| Cash and cash equivalents at beginning of year | | $ | [removed: 11,472] [added: 10,171] | | | $ | [removed: 34,787] [added: 11,472] | | | $ | [removed: 30,174] [added: 34,787] | |

We are committed to a disciplined yield management process that focuses on individual account profitability.

We gauge our overall

Our financial results for 2017 reflect Company record increases in revenue, net income and earnings per diluted share.

We believe our results were driven by the strengthening economy and a favorable pricing environment during a period of tightening industry capacity.

Our consistent investments in our service center network and equipment have provided us with the capacity needed to serve our customers’ increasing freight demands and win market share.

The increased freight density in our service center network and improvement in yield, combined with our continued focus on managing our variable costs, led to the 110 basis-point improvement in our operating ratio as compared to 2016.

In addition to the increase in operating income, our net income also increased due in part to net tax benefits recognized in connection with the enactment of the Tax Act in December 2017.

As a result, our net income and earnings per diluted share increased 56.8% and 58.1%, respectively, in 2017 as compared to 2016.

2017 Compared to 2016

| | | 2017 | | | | 2016 | | | | Change | | | | % Change | |

| Revenue (in thousands) | | $ | 3,358,112 | | | $ | 2,991,517 | | | $ | 366,595 | | | 12.3 | |

| Operating ratio | | 82.9 | | % | | 83.8 | | % | | | | | | | |

| Net income (in thousands) | | $ | 463,774 | | | $ | 295,765 | | | $ | 168,009 | | | 56.8 | |

| Diluted earnings per share | | $ | 5.63 | | | $ | 3.56 | | | $ | 2.07 | | | 58.1 | |

| LTL shipments (in thousands) | | 10,736 | | | | 10,148 | | | | 588 | | | | 5.8 | |

| LTL revenue per hundredweight | | $ | 19.39 | | | $ | 18.51 | | | $ | 0.88 | | | 4.8 | |

| LTL revenue per shipment | | $ | 307.66 | | | $ | 289.36 | | | $ | 18.30 | | | 6.3 | |

| LTL revenue per intercity mile | | $ | 5.46 | | | $ | 5.09 | | | $ | 0.37 | | | 7.3 | |

| LTL intercity miles (in thousands) | | 605,204 | | | | 576,953 | | | | 28,251 | | | | 4.9 | |

Revenue increased $366.6 million, or 12.3% as compared to 2016 due to a $364.0 million increase in LTL revenue and a $2.6 million increase in non-LTL revenue.

LTL revenue was higher in 2017 due to increases in both LTL tons and yield.

The 7.4% increase in LTL tons during 2017 resulted from a 5.8% increase in LTL shipments and a 1.5% increase in LTL weight per shipment as compared to 2016.

We believe our tonnage growth in 2017 was driven by a stronger economic environment and market share gains resulting from increased demand for the consistent levels of premium service that we provide to our customers.

LTL revenue per hundredweight increased 4.8% to $19.39 in 2017 as compared to 2016, despite the downward pressure on this metric created by the increase in our LTL weight per shipment and the decline in our average length of haul.

We believe this increase in our LTL revenue per hundredweight reflects our continued focus on yield management which benefited from a favorable pricing environment.

Our LTL revenue and yield were also positively impacted by an increase in fuel surcharges in 2017 as compared to 2016.

Excluding fuel surcharges, LTL revenue per hundredweight increased 2.9% in 2017 as compared to 2016.

As a percent of revenue, fuel surcharges increased to 11.1% in 2017 from 9.5% in 2016.

This increase was due primarily to an increase in the average price per gallon for diesel fuel during 2017 as compared to 2016.

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

We also address any individual account profitability issues with our customers as part of our effort to minimize the negative impact on our profitability that would likely result from a rapid and significant change in any of our operating expenses.

In addition, we paid a special bonus to all non-executive employees in December 2017 following passage of the Tax Act that totaled $9.8 million.

Although our costs increased, our aggregate productive labor costs as a percent of revenue decreased to 28.3% for 2017 from 28.9% for 2016 and our other indirect salaries and wages as a percent of revenue decreased to 12.0% for 2017 from 12.2% for 2016.

Our group health costs and workers' compensation 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 33.2% for 2017 from 34.2% for 2016.

Operating supplies and expenses increased $58.8 million, or 18.2% in 2017 as compared to 2016 due primarily to increased costs of diesel fuel.

In addition, our gallons consumed increased 4.3% in 2017 as compared to 2016 due primarily to a 4.5% increase in linehaul and P&D miles driven.

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

General supplies and expenses increased $21.1 million, or 24.4% in 2017 as compared to 2016.

The increase was due primarily to an increase in our advertising and marketing costs and higher costs for technology and related support.

These costs, however, were relatively consistent as a percent of revenue between the periods compared.

We manage our yields by focusing on individual account profitability.

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.

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.

Our fuel consumption benefited from an overall improvement in miles per gallon, which continues to improve as we add newer, more fuel-efficient equipment to our operations.

2015 Compared to 2014

| | | 2015 | | | | 2014 | | | | Change | | | | % Change | |

| Revenue (in thousands) | | $ | 2,972,442 | | | $ | 2,787,897 | | | $ | 184,545 | | | 6.6 | |

| Operating ratio | | 83.2 | | % | | 84.2 | | % | | | | | | | |

| Net income (in thousands) | | $ | 304,690 | | | $ | 267,514 | | | $ | 37,176 | | | 13.9 | |

| Diluted earnings per share | | $ | 3.57 | | | $ | 3.10 | | | $ | 0.47 | | | 15.2 | |

| LTL shipments (in thousands) | | 10,129 | | | | 9,073 | | | | 1,056 | | | | 11.6 | |

| LTL revenue per hundredweight | | $ | 18.23 | | | $ | 18.33 | | | $ | (0.10 | ) | | (0.5 | ) |

| LTL revenue per shipment | | $ | 285.67 | | | $ | 298.65 | | | $ | (12.98 | ) | | (4.3 | ) |

| LTL revenue per intercity mile | | $ | 5.11 | | | $ | 5.38 | | | $ | (0.27 | ) | | (5.0 | ) |

| LTL intercity miles (in thousands) | | 566,210 | | | | 503,923 | | | | 62,287 | | | | 12.4 | |

Our revenue in 2015 increased $184.5 million, or 6.6% as compared to 2014.

LTL tonnage increased 7.4% primarily due to 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 freight as compared to 2014.

LTL revenue per hundredweight decreased 0.5% to $18.23 in 2015, primarily due to declines in our fuel surcharges.

LTL revenue per hundredweight, excluding fuel surcharges, increased 5.7% in 2015 as compared to 2014, which 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, reflected our continued commitment to a disciplined yield management process and a relatively stable pricing environment.

Fuel surcharge revenue decreased to 10.4% of revenue in 2015 from 15.5% in 2014, primarily due to a decrease in the average price per gallon for diesel fuel for those comparative periods.

The increase in full-time employees was necessary to provide capacity for the increase in shipments during the year.

We also implemented certain operational initiatives that decreased our reliance on purchased transportation providers and increased our utilization of Company employees and equipment.

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%, respectively, from 2014.

Our aggregate productive labor costs increased to 27.9% of revenue in 2015 as compared to 25.8% in 2014, while our other salaries and wages increased to 11.9% of revenue in 2015 as compared to 11.5% in 2014.

Our group health costs increased in the fourth quarter of 2015 and continued to increase into 2016.

Employee benefit costs in 2015 were 32.6% of salaries and wages as compared to 32.8% in 2014.

Operating supplies and expenses decreased $78.8 million in 2015 as compared to 2014.

This decrease was partially offset by an increase in fuel consumption of 9.1%, primarily due to an 11.6% increase in linehaul and P&D miles driven.

At December 31, [removed: 2016,] [added: 2017,] the cash value for variable life insurance contracts was [removed: $41.4] [added: $50.9] million of the [removed: $43.5] [added: $53.1] 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 [added: had] a [removed: $4.1] [added: $5.1] million impact on our pre-tax [removed: income.][added: income in 2017.]

At December 31, [removed: 2016,] [added: 2017,] the total liability for unsettled awards granted under these phantom stock plans totaled [removed: $39.0] [added: $56.6] million.

A 10% change in the price of our common stock at December 31, [removed: 2016] [added: 2017] would have had a [removed: $3.9] [added: $5.7] million impact on our operating income in [removed: 2016] [added: 2017] with respect to these plans.

We are also exposed to commodity price risk related to diesel fuel [removed: prices] [added: prices,] and [added: we] manage our exposure to that risk primarily through the application of fuel surcharges to our customers.

For further discussion related to these risks, see Notes 2 and [removed: 7] [added: 8] of the Notes 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.”

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

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

We have grown to [added: be] the fourth largest LTL motor carrier in the United States, as measured by [removed: 2015] [added: 2016] revenue, from the [removed: seventh] [added: sixth] largest LTL motor carrier in the United States, as measured by [removed: 2010] [added: 2011] revenue, according to Transport Topics.

We opened 10 and [removed: 44] [added: 22] new service centers over the past five and ten years, respectively, for a total of [removed: 226] [added: 228] service centers at December 31, [removed: 2016.][added: 2017.]

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

According to the American Trucking Associations, the trucking industry accounted for [removed: 81.2%] [added: 79.8%] of the [removed: $894.6] [added: $847.6] billion total U.S. transportation revenue in [removed: 2015.][added: 2016.]

The LTL sector had revenue in [removed: 2015] [added: 2016] of [removed: $56.3] [added: $54.7] billion, which represented [removed: 6.3%] [added: 6.5%] of total U.S. transportation revenue.

Based on [removed: 2015] [added: 2016] revenue as reported in Transport Topics, the largest 10 and 25 LTL motor carriers accounted for approximately [removed: 50%] [added: 51%] and [removed: 60%,] [added: 62%,] respectively, of the total LTL market.

We believe the combination of these factors [removed: provide] [added: provides] us with a distinct advantage over most of our competitors.

At December 31, [removed: 2016,] [added: 2017,] we operated [removed: 226] [added: 228] service center locations, of which we owned [removed: 182] [added: 194] and leased [removed: 44.][added: 34.]

At December 31, [removed: 2016,] [added: 2017,] we owned [removed: 7,994] [added: 8,316] tractors.

The table below reflects, as of December 31, [removed: 2016,] [added: 2017,] 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: 2016, 2015] [added: 2017, 2016] and [removed: 2014.][added: 2015.]

| (In thousands) | | [removed: 2016] [added: 2017] | | | | [removed: 2015] [added: 2016] | | | | [removed: 2014] [added: 2015] | | |

| Tractors | | $ | [removed: 114,166] [added: 123,152] | | | $ | [removed: 128,911] [added: 114,166] | | | $ | [removed: 91,750] [added: 128,911] | |

| Trailers | | [removed: 94,040] [added: 37,424] | | | | [removed: 114,209] [added: 94,040] | | | | [removed: 80,853] [added: 114,209] | | |

| Total | | $ | [removed: 208,206] [added: 160,576] | | | $ | [removed: 243,120] [added: 208,206] | | | $ | [removed: 172,603] [added: 243,120] | |

At December 31, [removed: 2016,] [added: 2017,] we operated 39 maintenance centers at strategic service center locations throughout our network.

In [removed: 2016,] [added: 2017,] our largest customer accounted for approximately [removed: 3.0%] [added: 3.7%] of our revenue and our largest 5, 10 and 20 customers accounted for [removed: 10.4%, 15.4%] [added: 11.2%, 17.0%] and [removed: 21.9%] [added: 23.6%] of our revenue, respectively.

At December 31, [removed: 2016,] [added: 2017,] the amounts of our SIR and/or deductibles were as follows:

[removed: -] [added: | • |] $2.75 million per occurrence for bodily injury and property damage (“BIPD”) claims, plus a one-time, $2.5 [added: |]

million aggregate corridor deductible applicable [added: per annual policy period] to any claim that exceeds $5.0 million and occurs after [added: March 30, 2016;]

- [removed: $800,000] [added: $1.0 million] per covered person paid during [removed: 2016] [added: 2017] for group health claims.

As of December 31, [removed: 2016,] [added: 2017,] we employed [removed: 17,543] [added: 19,183] individuals on a full-time basis, none of which were represented under a collective bargaining agreement.

| Fleet technicians | | [removed: 537] [added: 557] | |

| Sales, administrative and other | | [removed: 4,630] [added: 4,996] | |

As of December 31, [removed: 2016,] [added: 2017,] we employed [removed: 4,910] [added: 5,311] linehaul drivers and [removed: 4,473] [added: 4,876] 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: 2,725] [added: 2,892] active drivers who have successfully completed this training, which was approximately [removed: 29%] [added: 28.4%] of our driver workforce as of December 31, [removed: 2016.][added: 2017.]

In addition, we have experienced an annual turnover rate for our driver graduates of approximately [removed: 6.1%,] [added: 5.9%,] which is below our Company-wide turnover rate for all drivers of approximately [removed: 8.3%.][added: 8.0%.]

Our safety bonuses paid to drivers totaled [removed: $3.7] [added: $3.9] million, [removed: $3.4] [added: $3.7] million and [removed: $3.1] [added: $3.4] million in [removed: 2016, 2015] [added: 2017, 2016] and [removed: 2014,] [added: 2015,] respectively.

These regulatory authorities have broad [removed: powers, generally governing] [added: powers over] matters [removed: such as authority] [added: relating] to [removed: engage in] [added: authorized] motor carrier operations, as well as motor carrier registration, driver hours of service, safety and fitness of transportation equipment and drivers, transportation of hazardous materials, certain mergers and acquisitions and periodic financial reporting.

The trucking industry is also subject to regulatory and legislative changes from a variety of other governmental authorities, which address matters such [removed: as:] [added: as] increasingly stringent environmental regulations, occupational safety and health regulations, limits on vehicle weight and size, ergonomics, port security, and [added: driver] hours of service.

Regulatory requirements, and changes in regulatory [removed: requirements,] [added: requirements or guidance,] may affect our business or the economics of the industry by requiring changes in operating practices [removed: or by influencing] [added: that could influence] the demand for and [removed: increasing] [added: increase] the costs of providing transportation services.

In December 2016, Congress enacted legislation providing that if the FMCSA study [removed: demonstrates] [added: demonstrated] 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 [removed: will] [added: would] be reinstated.

If the FMCSA’s study [removed: does] [added: did] not support the safety benefits, the suspension [removed: will] [added: would] remain in effect.

In December 2015, the FMCSA issued [added: a] final [removed: rules to mandate] [added: rule mandating] the use of electronic logging devices (“ELDs”) to automatically record [removed: driving] [added: drivers’] time for hours of service reporting.

Generally, carriers [removed: must] [added: were required to] comply with these new requirements by December [added: 18,] 2017.

We do not believe that the cost of future compliance with current environmental laws or regulations will have a material adverse effect on our operations, financial condition, competitive position or capital expenditures for the remainder of [removed: 2017] [added: 2018] or fiscal year [removed: 2018.][added: 2019.]

Through our website, http://www.odfl.com, we make available, free of charge, our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and any amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act"), as soon as practicable after we [added: electronically file the material with or furnish it to the U.S. Securities and Exchange Commission (the “SEC”).]

| Tractors | | 8,316 | | | 4.0 | |

| Linehaul trailers | | 23,100 | | | 6.5 | |

| P&D trailers | | 9,790 | | | 8.1 | |

| | |

| --- | --- |

| Drivers | | 10,187 | |

| Platform | | 3,443 | |

| Total | | 19,183 | |

In March 2017, the final FMCSA study was submitted to Congress and did not demonstrate significant safety benefits attributable to the two rest periods and the 168-hour minimum restart restriction.

As a result, the suspension remains in effect.

We currently utilize ELD rule-compliant automatic onboard recording devices ("AOBRDs") in all of our Company-owned vehicles, and the AOBRD data is integrated with our existing comprehensive fleet management and safety systems.

In order to maximize our ability to integrate AOBRD data from vehicles purchased after December 18, 2017 with these fleet management and safety systems, we applied for and were granted a waiver from certain aspects of the ELD rule by the FMCSA in January 2018.

This waiver permits us to install ELD devices running on AOBRD software in newly purchased vehicles until March 18, 2018.

The FMCSA is currently considering a related request to extend this ability, in the form of an exemption from the ELD rule, until December 18, 2018.

This extension would allow our AOBRD/ELD third-party provider additional time to complete development of software that would integrate ELD data, as well as AOBRD data, with our existing comprehensive fleet management and safety systems.

Regardless of whether the exemption is granted, however, we are well-positioned to continue to optimize both the safety and efficiency of our fleet and remain compliant with the FMCSA's ELD regulations and guidance.

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.

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

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

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

March 30, 2016;

| Drivers | | 9,383 | |

| Platform | | 2,993 | |

| Total | | 17,543 | |

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.

The FMCSA has not yet released its study.

We currently utilize ELDs in all of our Company-owned vehicles and do not believe this new requirement will have a significant impact on our operations.

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

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

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

On March 29, 2017, the United States Environmental Protection Agency issued a Finding and Notice of Violation (“NOV”) to us, alleging violations of the Truck and Bus Regulation and the Drayage Truck Regulation as promulgated by the California Air Resources Board.

The NOV alleges, among other things, that we failed to (i) timely install diesel particulate filters on certain diesel-fueled vehicles that we owned and operated in California; and (ii) verify the installation of diesel particulate filters on certain diesel-fueled vehicles that we caused to be operated in California.

We expect that this matter will result in monetary sanctions to us that exceed $100,000; however, we do not believe it is reasonably possible that this matter would result in a loss that would have a material effect on our financial position, results of operations or cash flows.

10-K 1 [removed: a201610-k.htm] [added: a201710-k.htm] FORM 10-K

| [removed: x] [added: ý] | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |

For the fiscal year ended December 31, [removed: 2016][added: 2017]

[removed: ][added: ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, [removed: or a] smaller reporting [added: company, or an emerging growth] company.

See the definitions of “large accelerated filer,” “accelerated [removed: filer” and] [added: filer,”] “smaller reporting [removed: company”] [added: company,” and "emerging growth company"] in Rule 12b-2 of the Exchange Act.

| Large accelerated filer | [removed: x] [added: ý] | | | Accelerated filer | ¨ |

| (Do not check if a smaller reporting company) | | | | [added: Emerging growth company] | [added: ¨] |

The aggregate market value of voting stock held by non-affiliates of the registrant as of June 30, [removed: 2016] [added: 2017] was [removed: $3,708,544,464,] [added: $6,264,630,995,] based on the closing sales price as reported on the [removed: NASDAQ] [added: Nasdaq] Global Select Market.

As of February [removed: 24, 2017,] [added: 23, 2018,] the registrant had [removed: 82,466,236] [added: 82,374,451] outstanding shares of Common Stock ($0.10 par value).

Certain portions of the Company’s Proxy Statement for the [removed: 2017] [added: 2018] Annual Meeting of Shareholders are incorporated by reference into Part III of this report.

| [Forward-Looking [removed: Information](#s08B6851C962855FAB0A6D8CE54681FE6)] [added: Information](#s1B3F2826B7ED500BBC41C3CA35F52184)] | | [removed: [1](#s08B6851C962855FAB0A6D8CE54681FE6)] [added: [1](#s1B3F2826B7ED500BBC41C3CA35F52184)] |

| Item 1 | [removed: [Business](#s645A13B9DF0C55D8A16EB04523D07C4C)] [added: [Business](#sA7254D7EE97D53EEA0A97E327BAE3B43)] | [removed: [1](#s645A13B9DF0C55D8A16EB04523D07C4C)] [added: [1](#sA7254D7EE97D53EEA0A97E327BAE3B43)] |

| Item 1A | [Risk [removed: Factors](#s2264A91AC9345FB6A5BE020412DE4875)] [added: Factors](#s0329FB122BCC5767ADF9C5FDFD853CA6)] | [removed: [7](#s2264A91AC9345FB6A5BE020412DE4875)] [added: [7](#s0329FB122BCC5767ADF9C5FDFD853CA6)] |

| Item 1B | [Unresolved Staff [removed: Comments](#s2624798C326653D0A9C225026B12BD83)] [added: Comments](#s2D6565FBAE10515BA23D5111537B06E4)] | [removed: [15](#s2624798C326653D0A9C225026B12BD83)] [added: [15](#s2D6565FBAE10515BA23D5111537B06E4)] |

| Item 2 | [removed: [Properties](#s5D75EC8E28355D4D8FC90D4C275AF241)] [added: [Properties](#sDC3EEBFDB0CF5DC9B40768C48EACCEEA)] | [removed: [15](#s5D75EC8E28355D4D8FC90D4C275AF241)] [added: [16](#sDC3EEBFDB0CF5DC9B40768C48EACCEEA)] |

| Item 3 | [Legal [removed: Proceedings](#s6F48240B685D572EA68A2A3238520A31)] [added: Proceedings](#sCF687939FF8557CC877101B5ED1A1C14)] | [removed: [16](#s6F48240B685D572EA68A2A3238520A31)] [added: [16](#sCF687939FF8557CC877101B5ED1A1C14)] |

| Item 4 | [Mine Safety [removed: Disclosures](#s2CE4C53A57DE5E0DB5E9E15A9DB255B6)] [added: Disclosures](#sE9AAC3C3617F55058E79061C64EA0E8C)] | [removed: [16](#s2CE4C53A57DE5E0DB5E9E15A9DB255B6)] [added: [16](#sE9AAC3C3617F55058E79061C64EA0E8C)] |

| Item 5 | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#s263E4E7276A957B9B579A98221607025)] [added: Securities](#sE98E8E1A4A435CEDB9280316A8C9D4AA)] | [removed: [17](#s263E4E7276A957B9B579A98221607025)] [added: [17](#sE98E8E1A4A435CEDB9280316A8C9D4AA)] |

| Item 6 | [Selected Financial [removed: Data](#s02ED913F6CED59E0BF0FC2A645844170)] [added: Data](#s06D5DEE3BF0D540AA94B9D39ABBD894F)] | [removed: [19](#s02ED913F6CED59E0BF0FC2A645844170)] [added: [19](#s06D5DEE3BF0D540AA94B9D39ABBD894F)] |

| Item 7 | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#sC065BB025C2A55948F216A8BCD08855D)] [added: Operations](#sCFD73EAC398B5B2B8E87D5F6F0F82DBE)] | [removed: [20](#sC065BB025C2A55948F216A8BCD08855D)] [added: [20](#sCFD73EAC398B5B2B8E87D5F6F0F82DBE)] |

| Item 7A | [Quantitative and Qualitative Disclosures about Market [removed: Risk](#sD2D394988333589D82E2F1821FF2A8B7)] [added: Risk](#sE446D2A64DCD578AA69A8E9B2E43BF0D)] | [removed: [30](#sD2D394988333589D82E2F1821FF2A8B7)] [added: [29](#sE446D2A64DCD578AA69A8E9B2E43BF0D)] |

| Item 8 | [Financial Statements and Supplementary [removed: Data](#sA23D49C7720650E5A243C44107D5D4D4)] [added: Data](#s02282687968C556E8DA08924E2C4CC1C)] | [removed: [31](#sA23D49C7720650E5A243C44107D5D4D4)] [added: [31](#s02282687968C556E8DA08924E2C4CC1C)] |

| Item 9 | [Changes in and Disagreements With Accountants on Accounting and Financial [removed: Disclosure](#s96A9CDF39E9F5AB181873E76CD40930F)] [added: Disclosure](#s6AC9EEA5E1865D71BFF8DE32E81837A9)] | [removed: [48](#s96A9CDF39E9F5AB181873E76CD40930F)] [added: [49](#s6AC9EEA5E1865D71BFF8DE32E81837A9)] |

| Item 9A | [Controls and [removed: Procedures](#sD51C39136AC05177A71CE9B8190CE36C)] [added: Procedures](#sC8ABF7C5F60E5F678C740EFE059FEFCF)] | [removed: [48](#sD51C39136AC05177A71CE9B8190CE36C)] [added: [49](#sC8ABF7C5F60E5F678C740EFE059FEFCF)] |

| Item 9B | [Other [removed: Information](#sAB5150338FC158A19D3CE6C4358F283B)] [added: Information](#s10A57B87293A56DE97D86942EC201D11)] | [removed: [50](#sAB5150338FC158A19D3CE6C4358F283B)] [added: [51](#s10A57B87293A56DE97D86942EC201D11)] |

| [Part [removed: III](#s206E03DD24B4579D9670B4DC7BC5D653)] [added: III](#sF08515D19CED50AEA62666E7C2AD4DB5)] | | [removed: [50](#s206E03DD24B4579D9670B4DC7BC5D653)] [added: [51](#sF08515D19CED50AEA62666E7C2AD4DB5)] |

| Item 10 | [Directors, Executive Officers and Corporate [removed: Governance](#sF7FC8310A8275BAA8FC44C2A449C7ADB)] [added: Governance](#s33EAED3E622C5209A0B6418F93113A0B)] | [removed: [50](#sF7FC8310A8275BAA8FC44C2A449C7ADB)] [added: [51](#s33EAED3E622C5209A0B6418F93113A0B)] |

| Item 11 | [Executive [removed: Compensation](#s9604B593AAC757BD8077DF271EFBF6F4)] [added: Compensation](#s7B394EB77EB55BF6A52E904AEA0A500C)] | [removed: [50](#s9604B593AAC757BD8077DF271EFBF6F4)] [added: [51](#s7B394EB77EB55BF6A52E904AEA0A500C)] |

| Item 12 | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#sA46DE440BE9D59A7A7748DC0179992C9)] [added: Matters](#s592DDDFA7F7150F3B10EAF85A801FCFA)] | [removed: [50](#sA46DE440BE9D59A7A7748DC0179992C9)] [added: [51](#s592DDDFA7F7150F3B10EAF85A801FCFA)] |

| Item 13 | [Certain Relationships and Related Transactions, and Director [removed: Independence](#s046717A432495F2E93BB8AEE0E756C26)] [added: Independence](#s7E990AB889505593BB2B91A5DAF4C2E7)] | [removed: [50](#s046717A432495F2E93BB8AEE0E756C26)] [added: [51](#s7E990AB889505593BB2B91A5DAF4C2E7)] |

| Item 14 | [Principal Accounting Fees and [removed: Services](#s0A6A169E959353D3B0A1E6D0E8DA46F8)] [added: Services](#s99BF52D9B00D53868EB465063F426217)] | [removed: [50](#s0A6A169E959353D3B0A1E6D0E8DA46F8)] [added: [51](#s99BF52D9B00D53868EB465063F426217)] |

| Item 15 | [Exhibits, Financial Statement [removed: Schedules](#s54CEBBBBF4C65633B10125FF7FFE2DB9)] [added: Schedules](#s0F47F4E2092555419FFB5CD5D52B71B7)] | [removed: [51](#s54CEBBBBF4C65633B10125FF7FFE2DB9)] [added: [52](#s0F47F4E2092555419FFB5CD5D52B71B7)] |

| Item 16 | [Form 10-K [removed: Summary](#s325a90bae7154263a3c0691f4813decd)] [added: Summary](#s9F5DB7890C255D8EBA6A07AB793B18B8)] | [removed: [52](#s325a90bae7154263a3c0691f4813decd)] [added: [53](#s9F5DB7890C255D8EBA6A07AB793B18B8)] |

| [Exhibit [removed: Index](#s03E454C7E7B0566E9445F72D9A0016D5)] [added: Index](#sB1F2C8FBF8DF5F5CBAA33B869A5C1BA5)] | | [removed: [53](#s03E454C7E7B0566E9445F72D9A0016D5)] [added: [54](#sB1F2C8FBF8DF5F5CBAA33B869A5C1BA5)] |

These forward-looking statements include, but are not limited to, statements relating to our goals, strategies, expectations, competitive environment, [added: compliance with] regulations, availability of resources, future events and future financial performance.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

| [Part I](#s967DC09FD65A55198AF26752CBC4303C) | | [1](#s967DC09FD65A55198AF26752CBC4303C) |

| [Part II](#sE9FF38D46EA25016AA6A1E2BC0602BEB) | | [17](#sE9FF38D46EA25016AA6A1E2BC0602BEB) |

| [Part IV](#s0DCF75AA707555B5B1E5AD2EC0CF5857) | | [52](#s0DCF75AA707555B5B1E5AD2EC0CF5857) |

| [Signatures](#sAC4A1C1727DD5628973981FB80FE66BC) | | [57](#sAC4A1C1727DD5628973981FB80FE66BC) |

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

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

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

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

At December 31, [removed: 2016,] [added: 2017,] we operated [removed: 226] [added: 228] service centers, of which [removed: 182] [added: 194] were owned and [removed: 44] [added: 34] were leased.

Our owned service centers include most of our larger facilities and account for approximately [removed: 92%] [added: 94%] 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: 2016.][added: 2017.]

Our [removed: 226] [added: 228] facilities are strategically dispersed over the states in which we operate.

At December 31, [removed: 2016,] [added: 2017,] the terms of our leased properties ranged from month-to-month to a lease that expires in 2039.

We also owned eight non-operating service center 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 2023.

At February 22, [removed: 2017,] [added: 2018,] there were [removed: 38,078] [added: 59,949] holders of our common stock, including [removed: 113] [added: 83] shareholders of record.

We did not pay any dividends on our common stock during fiscal year [removed: 2016 or 2015.][added: 2016.]

On February [removed: 2, 2017,] [added: 8, 2018,] we announced that our Board of Directors had declared a cash dividend of [removed: $0.10] [added: $0.13] per share [added: of common stock,] payable on March 20, [removed: 2017,] [added: 2018] to shareholders of record at the close of business on March 6, [removed: 2017.][added: 2018.]

The following table sets [removed: forth] [added: forth, for] the [added: periods indicated, the] high and low sales [removed: price] [added: prices] of our common [removed: stock for the periods indicated,] [added: stock,] as reported by [removed: Nasdaq:][added: Nasdaq, and the cash dividend paid per share of our common stock:]

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

Shares of our common stock repurchased under our repurchase [removed: programs] [added: program] are canceled at the time of repurchase and are [added: classified as] 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: 2011,] [added: 2012,] in (i) our common stock, (ii) the S&P 500 Total Return Index, and (iii) the [removed: NASDAQ] [added: Nasdaq] Industrial Transportation Index, for the five-year period ended December 31, [removed: 2016.][added: 2017.]

[removed: ][added: ]

We paid a quarterly dividend of $0.10 per share on our common stock during each quarter of 2017.

| | | 2017 | | | | | | | | | | | | | | |

| High | | $ | 94.97 | | | $ | 96.46 | | | $ | 110.45 | | | $ | 134.07 | |

| Low | | $ | 82.93 | | | $ | 80.56 | | | $ | 93.29 | | | $ | 106.20 | |

| Dividend | | $ | 0.10 | | | $ | 0.10 | | | $ | 0.10 | | | $ | 0.10 | |

| Dividend | | $ | — | | | $ | — | | | $ | — | | | $ | — | |

We did not repurchase any shares of our common stock during the fourth quarter of 2017.

As of December 31, 2017, $192.0 million of our outstanding common stock remained available for repurchase under the 2016 Repurchase Program.

| | | 12/31/12 | | | | 12/31/13 | | | | 12/31/14 | | | | 12/31/15 | | | | 12/31/16 | | | | 12/31/17 | | |

| Old Dominion Freight Line, Inc. | | $ | 100 | | | $ | 155 | | | $ | 226 | | | $ | 172 | | | $ | 250 | | | $ | 385 | |

| S&P 500 Total Return Index | | $ | 100 | | | $ | 132 | | | $ | 151 | | | $ | 153 | | | $ | 171 | | | $ | 208 | |

| Nasdaq Industrial Transportation Index | | $ | 100 | | | $ | 142 | | | $ | 172 | | | $ | 132 | | | $ | 171 | | | $ | 218 | |

| | | 2015 | | | | | | | | | | | | | | |

| High | | $ | 80.96 | | | $ | 76.98 | | | $ | 74.86 | | | $ | 65.78 | |

| Low | | $ | 69.50 | | | $ | 67.25 | | | $ | 60.40 | | | $ | 56.80 | |

The following table provides information regarding our repurchases of our common stock during the fourth quarter of 2016:

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

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

| 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, 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 | | |

| Old Dominion Freight Line, Inc. | | $ | 100 | | | $ | 127 | | | $ | 196 | | | $ | 287 | | | $ | 219 | | | $ | 318 | |

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

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

| (In thousands, except per share amounts) | | [added: 2017] | | | | [added: 2016] | | | | [added: 2015] | | | | [added: 2014] | | | | [added: 2013] | | |

| Revenue from operations | | $ | [removed: 2,991,517] [added: 3,358,112] | | | $ | [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] | |

| Depreciation and amortization expense | | [removed: 189,867] [added: 205,763] | | | | [removed: 165,343] [added: 189,867] | | | | [removed: 146,466] [added: 165,343] | | | | [removed: 127,072] [added: 146,466] | | | | [removed: 110,743] [added: 127,072] | | |

| Total operating expenses | | [removed: 2,507,682] [added: 2,782,226] | | | | [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] | | |

| Operating income | | [removed: 483,835] [added: 575,886] | | | | [removed: 498,240] [added: 483,835] | | | | [removed: 441,307] [added: 498,240] | | | | [removed: 338,438] [added: 441,307] | | | | [removed: 285,254] [added: 338,438] | | |

| Interest expense, net (1) | | [removed: 4,274] [added: 1,414] | | | | [removed: 5,001] [added: 4,274] | | | | [removed: 6,502] [added: 5,001] | | | | [removed: 9,473] [added: 6,502] | | | | [removed: 11,428] [added: 9,473] | | |

| Provision for income taxes | | [removed: 181,822] [added: 112,058] | | | | [removed: 185,327] [added: 181,822] | | | | [removed: 165,000] [added: 185,327] | | | | [removed: 122,573] [added: 165,000] | | | | [removed: 103,646] [added: 122,573] | | |

| Net income [added: (2)] | | [removed: 295,765] [added: 463,774] | | | | [removed: 304,690] [added: 295,765] | | | | [removed: 267,514] [added: 304,690] | | | | [removed: 206,113] [added: 267,514] | | | | [removed: 169,452] [added: 206,113] | | |

| Basic earnings per share | | $ | [removed: 3.56] [added: 5.63] | | | $ | [removed: 3.57] [added: 3.56] | | | $ | [removed: 3.10] [added: 3.57] | | | $ | [removed: 2.39] [added: 3.10] | | | $ | [removed: 1.97] [added: 2.39] | |

| Diluted earnings per share | | $ | [removed: 3.56] [added: 5.63] | | | $ | [removed: 3.57] [added: 3.56] | | | $ | [removed: 3.10] [added: 3.57] | | | $ | [removed: 2.39] [added: 3.10] | | | $ | [removed: 1.97] [added: 2.39] | |

| Cash and cash equivalents | | $ | [removed: 10,171] [added: 127,462] | | | $ | [removed: 11,472] [added: 10,171] | | | $ | [removed: 34,787] [added: 11,472] | | | $ | [removed: 30,174] [added: 34,787] | | | $ | [removed: 12,857] [added: 30,174] | |

| Current assets | | [removed: 382,622] [added: 584,653] | | | | [removed: 381,730] [added: 382,622] | | | | [removed: 403,772] [added: 381,730] | | | | [removed: 309,730] [added: 403,772] | | | | [removed: 254,974] [added: 309,730] | | |

| Total assets | | [removed: 2,696,247] [added: 3,068,424] | | | | [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] | | |

| Current liabilities | | [removed: 288,636] [added: 351,049] | | | | [removed: 285,402] [added: 288,636] | | | | [removed: 255,638] [added: 285,402] | | | | [removed: 232,122] [added: 255,638] | | | | [removed: 225,139] [added: 232,122] | | |

| Long-term debt (including current maturities) | | [removed: 104,975] [added: 95,000] | | | | [removed: 133,805] [added: 104,975] | | | | [removed: 155,714] [added: 133,805] | | | | [removed: 191,429] [added: 155,714] | | | | [removed: 240,407] [added: 191,429] | | |

| Shareholders’ equity | | [removed: 1,851,158] [added: 2,276,854] | | | | [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] | | |

| Cash dividends per share | | $ | 0.40 | | | $ | — | | | $ | — | | | $ | — | | | $ | — | |

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

| | |

| --- | --- |

| (2) | Our 2017 net income includes a provisional tax benefit of $104.9 million due to the remeasurement of our deferred taxes to reflect the impact of the Tax Act. |

| | | 2016 | | | | 2015 | | | | 2014 | | | | 2013 | | | | 2012 | | |

| (In thousands, except share and per share data) | | [added: 2017 | | | |] 2016 | | | | 2015 | | |

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

| Customer receivables, less allowances of [removed: $8,346] [added: $9,465] and [removed: $8,976,] [added: $8,346,] respectively | | [removed: 320,087] [added: 394,169] | | | | [removed: 310,501] [added: 320,087] | | |

| Other receivables | | [removed: 14,402] [added: 21,612] | | | | [removed: 34,547] [added: 14,402] | | |

| Prepaid expenses and other current assets | | [removed: 37,962] [added: 41,410] | | | | [removed: 25,210] [added: 37,962] | | |

| Total current assets | | [removed: 382,622] [added: 584,653] | | | | [removed: 381,730] [added: 382,622] | | |

| Revenue equipment | | [removed: 1,496,697] [added: 1,591,036] | | | | [removed: 1,358,317] [added: 1,496,697] | | |

| Land and structures | | [removed: 1,377,106] [added: 1,548,079] | | | | [removed: 1,221,250] [added: 1,377,106] | | |

| Other fixed assets | | [removed: 402,482] [added: 432,146] | | | | [removed: 365,673] [added: 402,482] | | |

| Leasehold improvements | | [removed: 8,699] [added: 8,668] | | | | [removed: 7,585] [added: 8,699] | | |

| Total property and equipment | | [removed: 3,284,984] [added: 3,579,929] | | | | [removed: 2,952,825] [added: 3,284,984] | | |

| Less: Accumulated depreciation | | [removed: (1,043,582] [added: (1,175,470] | | ) | | [removed: (929,377] [added: (1,043,582] | | ) |

| Net property and equipment | | [removed: 2,241,402] [added: 2,404,459] | | | | [removed: 2,023,448] [added: 2,241,402] | | |

| Other assets | | [removed: 52,760] [added: 59,849] | | | | [removed: 41,863] [added: 52,760] | | |

| Total assets | | $ | [removed: 2,696,247] [added: 3,068,424] | | | $ | [removed: 2,466,504] [added: 2,696,247] | |

| Accounts payable | | $ | [removed: 89,216] [added: 73,729] | | | $ | [removed: 66,774] [added: 89,216] | |

| Compensation and benefits | | [removed: 129,170] [added: 152,566] | | | | [removed: 124,589] [added: 129,170] | | |

| Claims and insurance accruals | | [removed: 47,417] [added: 49,949] | | | | [removed: 44,917] [added: 47,417] | | |

| Other accrued liabilities | | [removed: 22,833] [added: 24,805] | | | | [removed: 22,634] [added: 22,833] | | |

| Current maturities of long-term debt | | [removed: —] [added: 50,000] | | | | [removed: 26,488] [added: —] | | |

| Total current liabilities | | [removed: 288,636] [added: 351,049] | | | | [removed: 285,402] [added: 288,636] | | |

| Long-term debt | | [removed: 104,975] [added: 45,000] | | | | [removed: 107,317] [added: 104,975] | | |

| Other non-current liabilities | | [removed: 178,879] [added: 205,561] | | | | [removed: 154,094] [added: 178,879] | | |

| Deferred income taxes | | [removed: 272,599] [added: 189,960] | | | | [removed: 235,054] [added: 272,599] | | |

| Total long-term liabilities | | [removed: 556,453] [added: 440,521] | | | | [removed: 496,465] [added: 556,453] | | |

| Total liabilities | | [removed: 845,089] [added: 791,570] | | | | [removed: 781,867] [added: 845,089] | | |

| Common stock - $0.10 par value, 140,000,000 shares authorized, [removed: 82,416,657] [added: 82,375,945] and [removed: 84,411,878] [added: 82,416,657] shares outstanding at December 31, [removed: 2016] [added: 2017] and [removed: 2015,] [added: 2016,] respectively | | [removed: 8,242] [added: 8,238] | | | | [removed: 8,441] [added: 8,242] | | |

| Capital in excess of par value | | [removed: 135,466] [added: 138,359] | | | | [removed: 134,401] [added: 135,466] | | |

| Retained earnings | | [removed: 1,707,450] [added: 2,130,257] | | | | [removed: 1,541,795] [added: 1,707,450] | | |

| Total shareholders’ equity | | [removed: 1,851,158] [added: 2,276,854] | | | | [removed: 1,684,637] [added: 1,851,158] | | |

| Total liabilities and shareholders’ equity | | $ | [removed: 2,696,247] [added: 3,068,424] | | | $ | [removed: 2,466,504] [added: 2,696,247] | |

| (In thousands, except share and per share data) | | [removed: 2016 | | | | 2015] [added: 2017] | | | | [removed: 2014] [added: 2016] | | |

| Revenue from operations | | $ | [removed: 2,991,517] [added: 3,358,112] | | | $ | [removed: 2,972,442] [added: 2,991,517] | | | $ | [removed: 2,787,897] [added: 2,972,442] | |

| Salaries, wages and benefits | | [removed: 1,652,055] [added: 1,802,440] | | | | [removed: 1,569,791] [added: 1,652,055] | | | | [removed: 1,381,277] [added: 1,569,791] | | |

| Operating supplies and expenses | | [removed: 322,997] [added: 381,798] | | | | [removed: 353,889] [added: 322,997] | | | | [removed: 432,675] [added: 353,889] | | |

| General supplies and expenses | | [removed: 86,626] [added: 107,733] | | | | [removed: 89,308] [added: 86,626] | | | | [removed: 83,165] [added: 89,308] | | |

| Operating taxes and licenses | | [removed: 92,426] [added: 99,778] | | | | [removed: 93,292] [added: 92,426] | | | | [removed: 83,417] [added: 93,292] | | |

| Insurance and claims | | [removed: 37,861] [added: 41,718] | | | | [removed: 37,368] [added: 37,861] | | | | [removed: 36,145] [added: 37,368] | | |

| Communications and utilities | | [removed: 27,904] [added: 27,754] | | | | [removed: 26,913] [added: 27,904] | | | | [removed: 25,507] [added: 26,913] | | |

| Depreciation and amortization | | [removed: 189,867] [added: 205,763] | | | | [removed: 165,343] [added: 189,867] | | | | [removed: 146,466] [added: 165,343] | | |

| Basic | | $ | 5.63 | | | $ | 3.56 | | | $ | 3.57 | |

| Diluted | | $ | 5.63 | | | $ | 3.56 | | | $ | 3.57 | |

| Dividends declared per share | | $ | 0.40 | | | — | | | | — | | |

| Net Income | | — | | | | — | | | | — | | | | 463,774 | | | | 463,774 | | |

| Share repurchases | | (92 | | ) | | (9 | | ) | | — | | | | (8,004 | | ) | | (8,013 | | ) |

| Cash dividends declared | | — | | | | — | | | | — | | | | (32,963 | | ) | | (32,963 | | ) |

| Share-based compensation and restricted share issuances, net of taxes | | 51 | | | | 5 | | | | 2,893 | | | | — | | | | 2,898 | | |

| Balance as of December 31, 2017 | | $ | 82,376 | | | $ | 8,238 | | | $ | 138,359 | | | $ | 2,130,257 | | | $ | 2,276,854 | |

| Net income | | $ | 463,774 | | | $ | 295,765 | | | $ | 304,690 | |

| Depreciation and amortization | | 205,763 | | | | 189,867 | | | | 165,343 | | |

| Other investing activities, net | | 2,139 | | | | — | | | | — | | |

| Dividends paid | | (32,925 | | ) | | — | | | | — | | |

These revenue adjustments are

Total compensation expense (benefit) recognized for all share-based compensation awards was $22.7 million, $16.2 million and ($2.5) million during 2017, 2016,and 2015, respectively.

The total tax (benefit) expense recognized related to these awards was ($9.0) million, ($6.3) million and $1.0 million during 2017, 2016, and 2015.

The ASU is effective for public companies for fiscal years beginning after December 15, 2017, and early adoption is permitted.

The adoption resulted in proceeds from Company-owned life insurance policies being classified as cash flows from investing activities, rather than cash flows from operating activities on our Statements of Cash Flows.

We early adopted the provisions of ASU 2017-04 in 2017.

We will adopt ASU 2014-09 using the modified retrospective

application effective January 1, 2018.

| (In thousands) | | 2017 | | | | 2016 | | |

Our senior note agreement and Credit Agreement contain customary

| | $ | 95,000 | |

| 2018 | | $ | 12,609 | |

| 2019 | | 10,262 | | |

| 2020 | | 7,907 | | |

| 2021 | | 5,610 | | |

| 2022 | | 4,016 | | |

| Thereafter | | 25,362 | | |

| | | $ | 65,766 | |

The Tax Cuts and Jobs Act (the "Tax Act") was enacted on December 22, 2017.

The Tax Act reduces the U.S. federal corporate income tax rate from 35% to 21% and makes several other changes to long-held tax rules.

We have not completed our accounting for the tax effects of the Tax Act; however, we have made a reasonable estimate of the effects of the Tax Act on our deferred tax balances and have remeasured them based upon the rates at which they are expected to reverse in the future.

We have recognized a provisional income tax benefit of $104.9 million in our provision for income taxes in the current year ended December 31, 2017.

We will continue to refine our estimates related to the Tax Act as clarifying guidance and interpretations are issued and our 2017 tax returns are completed.

| (In thousands) | | 2017 | | | | 2016 | | | | 2015 | | |

| (In thousands) | | 2017 | | | | 2016 | | | | 2015 | | |

| Revaluation of deferred taxes in connection with the Tax Act | | (104,864 | | ) | | — | | | | — | | |

| Other, net | | (4,896 | | ) | | (2,045 | | ) | | (3,276 | | ) |

| Total provision for income taxes | | $ | 112,058 | | | $ | 181,822 | | | $ | 185,327 | |

| | | | | | | | | |

| Basic | | $3.56 | | | | $3.57 | | | | $3.10 | | |

| Diluted | | $3.56 | | | | $3.57 | | | | $3.10 | | |

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

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

| Balance as of December 31, 2013 | | 86,165 | | | $ | 8,616 | | | $ | 134,401 | | | $ | 1,089,065 | | | $ | 1,232,082 | |

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

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

The core principle within this ASU is to recognize revenues when promised goods or services are transferred to customers in an amount that reflects the consideration expected to be received for those goods or services.

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

In April 2015, the FASB issued ASU 2015-05, "Customer's Accounting for Fees Paid in a Cloud Computing Arrangement" (Topic 350).

This ASU provides additional guidance for software licenses within a cloud computing arrangement.

Under ASU 2015-05, if a cloud computing arrangement contains a software license, customers should account for the license element of the arrangement in a manner consistent with the acquisition of other software licenses.

If the arrangement does not contain a software license, customers should account for the arrangement as a service contract.

In April 2015, the FASB issued ASU 2015-03, "Interest - Imputation of Interest: Simplifying the Presentation of Debt Issuance Costs" (Topic 835-30).

This ASU requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the related debt's carrying value, which is consistent with the presentation of debt

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.

We adopted the provisions of ASU 2015-03 and ASU 2015-15 in the first quarter of 2016 without a material impact on our financial position, results of operations or cash flows.

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.

The guidance in ASU 2016-09 is required for annual reporting periods beginning after December 15, 2016, with early adoption permitted.

This ASU is effective for financial statements issued for fiscal years beginning after December 15, 2017.

| Capitalized lease obligations | | — | | | | 1,488 | | |

At December 31, 2015, we had two unsecured senior note agreements with an aggregate amount outstanding of $120.0 million.

letters of credit and $30.0 million may be used for borrowings under the Wells Fargo Sweep Plus Loan Program (the "Sweep Program").

The Credit Agreement matures on December 15, 2020.

For the year ended December 31, 2015, the applicable margin on LIBOR loans was 1.0% and commitment fees ranged from 0.125% to 0.175%.

| | | | |

| 2017 | $ | — | |

| | $ | 104,975 | |

| 2017 | | $ | 12,340 | |

| 2018 | | 8,591 | | |

| 2019 | | 5,617 | | |

| 2020 | | 3,895 | | |

| 2021 | | 3,234 | | |

| Thereafter | | 27,970 | | |

| | | $ | 61,647 | |

At December 31, 2015, we leased certain information systems under capital leases with a gross carrying value of $3.6 million and accumulated amortization of $0.4 million.

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: 2016] [added: 2017] 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: 2016,] [added: 2017,] based on our evaluation under the 2013 Framework.

The effectiveness of our internal control over financial reporting as of December 31, [removed: 2016] [added: 2017] has been audited by Ernst & Young LLP, an independent registered public accounting firm, as stated in [removed: their] [added: its] report [added: dated February 27, 2018,] which is included herein.

[removed: The] [added: To the Shareholders and the] Board of Directors [removed: and Shareholders] of [added: Old Dominion Freight Line, Inc.]

We have audited Old Dominion Freight Line, Inc.’s internal control over financial reporting as of December 31, [removed: 2016,] [added: 2017,] 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).

[removed: Old Dominion Freight Line, Inc.’s] [added: The Company’s] management is responsible for maintaining effective internal control over financial [removed: reporting,] [added: reporting] and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Annual Report on Internal Control over Financial Reporting.

We conducted our audit in accordance with the standards of the [removed: Public Company Accounting Oversight Board (United States).][added: PCAOB.]

In our opinion, Old Dominion Freight Line, Inc. [added: (the Company)] maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2016,] [added: 2017,] based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United [removed: States),] [added: States) (PCAOB),] the balance sheets of [removed: Old Dominion Freight Line, Inc.] [added: the Company] as of December 31, [removed: 2016 and 2015,] [added: 2017] and [added: 2016,] the related statements of operations, changes in shareholders’ [removed: equity,] [added: equity] and cash flows for each of the three years in the period ended December 31, [removed: 2016,] [added: 2017,] and [added: the related notes and financial statement schedule listed in the Index at Item 15(a)(2), and] our report dated February 27, [removed: 2017,] [added: 2018] expressed an unqualified opinion thereon.

Opinion on Internal Control over Financial Reporting

Basis for Opinion

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

Definition and Limitations of Internal Control Over Financial Reporting

February 27, 2018

Old Dominion Freight Line, Inc.

Our audits also included the financial statement schedule listed in the Index at Item 15 (a)(2).

February 27, 2017

The information required by Item 10 of Form 10-K will appear in the Company’s proxy statement for its [removed: 2017] [added: 2018] 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: 2017] [added: 2018] 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: 2017] [added: 2018] Annual Meeting of Shareholders under the 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: 2017] [added: 2018] 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: 2017] [added: 2018] 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: 2016] [added: 2017] and December 31, [removed: 2015][added: 2016]

Statements of Operations – Years ended December 31, [removed: 2016,] [added: 2017,] December 31, [removed: 2015] [added: 2016] and December 31, [removed: 2014][added: 2015]

Statements of Changes in Shareholders’ Equity – Years ended December 31, [removed: 2016,] [added: 2017,] December 31, [removed: 2015] [added: 2016] and December 31, [removed: 2014][added: 2015]

Statements of Cash Flows – Years ended December 31, [removed: 2016,] [added: 2017,] December 31, [removed: 2015] [added: 2016] and December 31, [removed: 2014][added: 2015]

All other schedules for which provision is made in the applicable accounting regulations of the SEC are not required under the instructions [added: thereto] or are inapplicable and, therefore, have been omitted.

| 2017 | | $ | 3,083 | | | $ | 2,555 | | | $ | 2,150 | | | $ | 3,488 | |

See the Exhibit Index immediately preceding the signatures to this Annual Report on Form 10-K.

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

See Exhibit Index.

| Dated: | February 27, [removed: 2017] [added: 2018] | | | | By: | | /s/ DAVID S. CONGDON |

| /s/ EARL E. CONGDON | | Executive Chairman of the Board of Directors | | February 27, [removed: 2017] [added: 2018] |

| /s/ DAVID S. CONGDON | | Vice Chairman of the Board of Directors | | February 27, [removed: 2017] [added: 2018] |

| /s/ JOHN R. CONGDON, JR. | | Director | | February 27, [removed: 2017] [added: 2018] |

| /s/ ROBERT G. CULP, III | | Director | | February 27, [removed: 2017] [added: 2018] |

| /s/ BRADLEY R. GABOSCH | | Director | | February 27, [removed: 2017] [added: 2018] |

| /s/ PATRICK D. HANLEY | | Director | | February 27, [removed: 2017] [added: 2018] |

| /s/ JOHN D. KASARDA | | Director | | February 27, [removed: 2017] [added: 2018] |

| /s/ LEO H. SUGGS | | Director | | February 27, [removed: 2017] [added: 2018] |

| /s/ D. MICHAEL WRAY | | Director | | February 27, [removed: 2017] [added: 2018] |

| /s/ ADAM N. SATTERFIELD | | Senior Vice President – Finance, | | February 27, [removed: 2017] [added: 2018] |

FOR YEAR ENDED DECEMBER 31, [removed: 2016][added: 2017]

| 3.1.1 | | [removed: Amended] [added: [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)](http://www.sec.gov/Archives/edgar/data/878927/000119312504134102/dex311.htm)] |

| 3.1.2 | | [removed: Articles] [added: [Articles] of Amendment of Old Dominion Freight Line, Inc. (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, 2012, filed on August 9, [removed: 2012)] [added: 2012)](http://www.sec.gov/Archives/edgar/data/878927/000087892712000029/odflexhibit312amendedartic.htm)] |

| 3.2 | | [removed: Amended] [added: [Amended] and Restated Bylaws of Old Dominion Freight Line, Inc. (Incorporated by reference to the exhibit of the same number contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2012, filed on February 28, [removed: 2013)] [added: 2013)](http://www.sec.gov/Archives/edgar/data/878927/000087892713000012/odflexhibit32bylaws.htm)] |

| 4.1 | | [removed: Specimen] [added: [Specimen] certificate of Common Stock (Incorporated by reference to the exhibit of the same number contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2012, filed on February 28, [removed: 2013)] [added: 2013)](http://www.sec.gov/Archives/edgar/data/878927/000087892713000012/odflexhibit41specimencerti.htm)] |

| 4.9 | | [removed: Note] [added: [Note] Purchase Agreement among Old Dominion Freight Line, Inc. and the Purchasers set forth in Schedule A thereto, dated as of April 25, 2006 (Incorporated by reference to the exhibit of the same number contained in the Company’s Current Report on Form 8-K filed on May 1, [removed: 2006)] [added: 2006)](http://www.sec.gov/Archives/edgar/data/878927/000119312506094582/dex49.htm)] |

| [removed: 4.12.1] [added: 4.13.1] | | [removed: First] [added: [First] Amendment to [removed: Second] Amended and Restated Credit Agreement [added: and Commitment Increase Agreement] among Wells Fargo Bank, National Association, as Administrative Agent; the Lenders named therein; and Old Dominion Freight Line, Inc., dated [removed: as of November 7, 2014] [added: September 9, 2016] (Incorporated by reference to the exhibit of the same number contained in the Company’s Current Report on Form 8-K filed on [removed: November 10, 2014)] [added: September 12, 2016)](http://www.sec.gov/Archives/edgar/data/878927/000087892716000083/exhibit4131.htm)] |

| 4.13 | | [removed: Amended] [added: [Amended] and Restated Credit Agreement among Wells Fargo Bank, National Association, as Administrative Agent; the Lenders named therein; and Old Dominion Freight Line, Inc., dated December 15, 2015 (Incorporated by reference to the exhibit of the same number contained in the Company’s Current Report on Form 8-K filed on December 21, [removed: 2015)] [added: 2015)](http://www.sec.gov/Archives/edgar/data/878927/000119312515408828/d106638dex413.htm)] |

| [removed: 4.13.1] [added: 10.17.21*] | | [removed: First] [added: [Second] Amendment to [added: Second] Amended and Restated [removed: Credit Agreement and Commitment Increase Agreement among Wells Fargo Bank, National Association, as Administrative Agent; the Lenders named therein;] [added: Employment Agreement, effective October 20, 2016, by] and [added: between] Old Dominion Freight Line, [removed: Inc., dated September 9, 2016] [added: Inc. and Earl E. Congdon] (Incorporated by reference to the exhibit of the same number contained in the Company’s Current Report on Form 8-K filed on [removed: September 12, 2016)] [added: October 26, 2016)](http://www.sec.gov/Archives/edgar/data/878927/000087892716000085/exhibit101721.htm)] |

| 10.17.8* | | [removed: Amended] [added: [Amended] and Restated Employment Agreement between Old Dominion Freight Line, Inc. and David S. 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, [removed: 2008)] [added: 2008)](http://www.sec.gov/Archives/edgar/data/878927/000129993308002835/exhibit3.htm)] |

| 10.17.15* | | [removed: Old] [added: [Old] Dominion Freight Line, Inc. 2012 Phantom Stock Plan (Incorporated by reference to the exhibit of the same number contained in the Company’s Current Report on Form 8-K filed on November 5, [removed: 2012)] [added: 2012)](http://www.sec.gov/Archives/edgar/data/878927/000087892712000038/finalphantomstockplan.htm)] |

| 10.17.16* | | [removed: Form] [added: [Form] of Old Dominion Freight Line, Inc. 2012 Phantom Stock Plan Phantom Stock Award Agreement (Incorporated by reference to the exhibit of the same number contained in the Company’s Current Report on Form 8-K filed on November 5, [removed: 2012)] [added: 2012)](http://www.sec.gov/Archives/edgar/data/878927/000087892712000038/finalformofawardagt.htm)] |

| 10.17.17* | | [removed: Second] [added: [Second] Amended and Restated Employment Agreement by and between Old Dominion Freight Line, Inc. and Earl E. Congdon, effective as of November 1, 2012 (Incorporated by reference to the exhibit of the same number contained in the Company’s Current Report on Form 8-K filed on November 5, [removed: 2012)] [added: 2012)](http://www.sec.gov/Archives/edgar/data/878927/000087892712000038/finaleecempagt.htm)] |

| 10.17.18* | | [removed: First] [added: [First] Amendment to Amended and Restated Employment Agreement, effective as of November 1, 2012, by and between Old Dominion Freight Line, Inc. and David S. Congdon (Incorporated by reference to the exhibit of the same number contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2012, filed on February 28, [removed: 2013)] [added: 2013)](http://www.sec.gov/Archives/edgar/data/878927/000087892713000012/ex101718firstamendmenttoam.htm)] |

| 10.17.19* | | [removed: First] [added: [First] Amendment to Second Amended and Restated Employment Agreement by and between Old Dominion Freight Line, Inc. and Earl E. Congdon, effective as of November 1, 2015 (Incorporated by reference to the exhibit of the same number contained in the Company’s Current Report on Form 8-K filed on July 27, [removed: 2015)] [added: 2015)](http://www.sec.gov/Archives/edgar/data/878927/000087892715000029/exhibit101719.htm)] |

| 10.17.20* | | [removed: First] [added: [First] Amendment to the Old Dominion Freight Line, Inc. 2012 Phantom Stock Plan (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 March 31, 2015, filed on May 7, [removed: 2015)] [added: 2015)](http://www.sec.gov/Archives/edgar/data/878927/000087892715000017/odflexhibit101720-1q2015.htm)] |

| [removed: 10.17.21*] [added: 10.17.22*] | | [removed: Second] [added: [Second] Amendment to [removed: Second] Amended and Restated Employment Agreement, effective October 20, 2016, by and between Old Dominion Freight Line, Inc. and [removed: Earl E.] [added: David S.] Congdon (Incorporated by reference to the exhibit of the same number contained in the Company’s Current Report on Form 8-K filed on October 26, [removed: 2016)] [added: 2016)](http://www.sec.gov/Archives/edgar/data/878927/000087892716000085/exhibit101722.htm)] |

| [removed: 10.17.22*] [added: 10.19.3*] | | [removed: Second Amendment to Amended and Restated Employment Agreement, effective October 20, 2016, by and between] [added: [Form of] Old Dominion Freight Line, Inc. [removed: and David S. Congdon] [added: Phantom Stock Award Agreement] (Incorporated by reference to the exhibit of the same number contained in the Company’s Current Report on Form 8-K filed on [removed: October 26, 2016)] [added: February 21, 2006)](http://www.sec.gov/Archives/edgar/data/878927/000119312506035347/dex10193.htm)] |

| 10.18.4* | | [removed: Form] [added: [Form] of Old Dominion Freight Line, Inc. Director Phantom Stock Plan Award Agreement (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, 2008, filed on August 8, [removed: 2008)] [added: 2008)](http://www.sec.gov/Archives/edgar/data/878927/000119312508172069/dex10184.htm)] |

| 10.18.7* | | [removed: Old] [added: [Old] Dominion Freight Line, Inc. Director Phantom Stock Plan, as amended through April 1, 2011 (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 March 31, 2011, filed on May 9, [removed: 2011)] [added: 2011)](http://www.sec.gov/Archives/edgar/data/878927/000119312511132019/dex10187.htm)] |

| 10.18.9* | | [removed: 2014] [added: [2014] Declaration of Amendment to Old Dominion Freight Line, Inc. Director Phantom Stock Plan, effective February 20, 2014 (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 March 31, 2014, filed on May 6, [removed: 2014)] [added: 2014)](http://www.sec.gov/Archives/edgar/data/878927/000087892714000020/ex-10189.htm)] |

| 10.18.10* | | [removed: Old] [added: [Old] Dominion Freight Line, Inc. Non-Executive Director Compensation Structure, effective January 1, 2016 (Incorporated by reference to the exhibit of the same number contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2015, filed on February 29, [removed: 2016)] [added: 2016)](http://www.sec.gov/Archives/edgar/data/878927/000087892716000055/ex-101810.htm)] |

| 10.19.1* | | [removed: Old] [added: [Old] Dominion Freight Line, Inc. Phantom Stock Plan, effective as of May 16, 2005 (Incorporated by reference to the exhibit of the same number contained in the Company’s Current Report on Form 8-K filed on May 20, [removed: 2005)] [added: 2005)](http://www.sec.gov/Archives/edgar/data/878927/000119312505111997/dex10191.htm)] |

| [removed: 10.19.3*] [added: 10.19.8*] | | [removed: Form of Old] [added: [Old] Dominion Freight Line, Inc. Phantom Stock Award Agreement (Incorporated by reference to the exhibit of the same number contained in the Company’s Current Report on Form 8-K filed on [removed: February 21, 2006)] [added: July 5, 2012)](http://www.sec.gov/Archives/edgar/data/878927/000087892712000021/mccartyphantomgrant.htm)] |

| 10.19.4* | | [removed: Old] [added: [Old] Dominion Freight Line, Inc. Phantom Stock Plan, effective as of January 1, 2009 (Incorporated by reference to the exhibit of the same number contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2008, filed on March 2, [removed: 2009)] [added: 2009)](http://www.sec.gov/Archives/edgar/data/878927/000119312509042346/dex10194.htm)] |

| 10.19.5* | | [removed: Old] [added: [Old] Dominion Freight Line, Inc. Change of Control Severance Plan for Key Executives, effective as of January 1, 2009 (Incorporated by reference to the exhibit of the same number contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2008, filed on March 2, [removed: 2009)] [added: 2009)](http://www.sec.gov/Archives/edgar/data/878927/000119312509042346/dex10195.htm)] |

| 10.19.6* | | [removed: Amendment] [added: [Amendment] to Old Dominion Freight Line, Inc. Phantom Stock Plan, effective as of May 18, 2009 (Incorporated by reference to Exhibit 10.19.4 contained in the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2009, filed on August 7, [removed: 2009)] [added: 2009)](http://www.sec.gov/Archives/edgar/data/878927/000119312509168650/dex10194.htm)] |

| 10.19.7* | | [removed: 2011] [added: [2011] Declaration of Amendment to Old Dominion Freight Line, Inc. Phantom Stock Plan, effective as of May 17, 2011 (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 September 30, 2011, filed on November 8, [removed: 2011)] [added: 2011)](http://www.sec.gov/Archives/edgar/data/878927/000119312511301458/d244522dex10197.htm)] |

| [removed: 10.19.8*] [added: 10.21*] | | [removed: Old] [added: [Old] Dominion Freight Line, Inc. [removed: Phantom Stock Award Agreement] [added: Performance Incentive Plan] (Incorporated by reference to the exhibit of the same number contained in the Company’s Current Report on Form [removed: 8-K] [added: 8-K,] filed on [removed: July 5, 2012)] [added: June 3, 2008)](http://www.sec.gov/Archives/edgar/data/878927/000129993308002835/exhibit5.htm)] |

| 10.18.11* | | [Old Dominion Freight Line, Inc. Non-Employee Director Compensation Structure, effective as of the 2018 Annual Meeting of Shareholders](https://www.sec.gov/Archives/edgar/data/878927/000087892718000005/ex-101811.htm) |

| 23.1 | | [Consent of Ernst & Young LLP](https://www.sec.gov/Archives/edgar/data/878927/000087892718000005/odflexhibit231-consentq420.htm) |

| | |

| /s/ KIMBERLY S. MAREADY | | Vice President - Accounting and Finance | | February 27, 2018 |

| Kimberly S. Maready | | (Principal Accounting Officer) | | |

| /s/ JOHN P. BOOKER III | | Vice President – Controller | | February 27, 2017 |

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

| | | |

| 10.23.2* | | Form of Old Dominion Freight Line, Inc. 2016 Stock Incentive Plan Restricted Stock Award Agreement (Non-Employee Directors) (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, 2016, filed on August 8, 2016) |

| 23.1 | | Consent of Ernst & Young LLP |