Old Dominion Freight Line (ODFL) 10-K risk factor changes: FY2019 vs FY2018

We operate in a [added: rapidly evolving and] highly competitive industry, and our business will suffer if we are unable to adequately address potential downward pricing pressures and other factors that may adversely affect our operations and profitability.

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

[removed: If] [added: If] we are unable to successfully execute our growth strategy, and develop, market and consistently deliver high-quality services that meet customer expectations, our business and future results of operations may [removed: suffer.][added: suffer.]

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

Growth through acquisitions historically has been [removed: a] [added: one of several] key [removed: component] [added: components] of our LTL growth strategy.

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

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 international trade arrangements, including related to the United States-Mexico-Canada Agreement, which [removed: was agreed upon on September 30, 2018 and] is designed to replace the North American Free Trade Agreement, may lead to fewer goods being transported and could have a material adverse effect on our business, financial conditions and results of operations.

Economic conditions resulting in bankruptcies of one or more of our large customers could have a significant impact on our financial position, results of operations or liquidity in a particular year or [added: quarter.]

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

[removed: Because of the intense competition for drivers,] [added: As a result,] we may face difficulty maintaining or increasing our number of drivers.

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

We are also subject to the costs and potential adverse impact of compliance associated with FMCSA’s ELD regulations and guidance, including the [removed: transition] [added: operation] of our fleet and safety management systems [removed: from our legacy electronic AOBRDs to a new] [added: on the] ELD hardware and software platform.

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

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

Under [removed: certain] [added: specific] environmental laws, we could also be held responsible for any costs relating to contamination at our past or present facilities and at third-party waste disposal sites, as well as costs associated with the clean-up of accidents involving our vehicles.

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

Accordingly, we are, and in the future may be, subject to legal proceedings and claims that have arisen in the ordinary course of our business, and may include [removed: class-action] [added: collective and/or class action] allegations.

We are also subject to potential governmental proceedings, inquiries, [removed: and] [added: notices or investigations, which also exposes us to the potential for various] claims.

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

As a result, the potential costs associated with [added: any such] legal actions against us could adversely affect our business, financial condition or results of operations.

[removed: Changes] [added: Further changes] to tax laws and regulations or changes to the interpretation thereof (including regulations and interpretations pertaining to the Tax Act), the ambiguity of tax laws and regulations, the subjectivity of factual interpretations, higher [added: 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.]

Our revenue and operating margins in the first and fourth quarters are typically lower than those during the second and third quarters due to reduced [removed: shipments] [added: shipments, decreased fuel efficiency, increased cold-weather related maintenance costs of revenue equipment, and increased insurance and claims costs] during the winter months.

Harsh winter weather or natural disasters, such as hurricanes, tornadoes, floods, [removed: fires] [added: fires, earthquakes] and [removed: other] storms can also adversely impact our performance by [added: disrupting freight shipments or routes, destroying our assets, disrupting fuel supplies, increasing fuel costs, increasing maintenance costs,] reducing demand and [removed: reducing] [added: negatively impacting the business or financial condition of] our [removed: ability to transport freight,] [added: customers, any of] which could [removed: result in decreased revenue and increased operating expenses.][added: harm our results of operations or make our results of operations more volatile.]

[removed: If] [added: If] we are unable to retain our key employees, or if we do [removed: not continue to effectively] [added: not continue to effectively] execute our succession plan, our financial condition, results of operations and liquidity could be adversely [removed: affected.][added: affected.]

Congdon, Jr. and their affiliate family members beneficially own an aggregate of approximately [removed: 19%] [added: 18%] of the outstanding shares of our common stock.

[removed: Although our information systems are protected through physical and software safeguards, as well as redundant systems, network security measures and backup systems,] [added: Nevertheless,] it is difficult to fully protect against the possibility of power loss, telecommunications failures, [removed: cyber attacks,] [added: cyber-attacks,] and other cyber incidents in every potential circumstance that may arise.

[added: Furthermore, any failure to comply with data] privacy, security or other laws and [removed: regulations] [added: regulations, such as the California Consumer Privacy Act, which took effect in January 2020,] could result in claims, legal or regulatory proceedings, inquiries or investigations.

[removed: Failure] [added: Failure] to keep pace with developments in technology, any disruption to our technology infrastructure, or failures of essential services upon which our technology platforms rely could cause us to incur costs or result in a loss of business, which may have a material adverse effect on our results of operations and financial [removed: condition.][added: condition.]

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

The market value of our common stock has [removed: recently] been and may in the future be volatile, and could be substantially affected by various factors.

Our industry, faced with requirements for faster deliveries and increased visibility into shipments, is rapidly evolving and increasingly competitive.

| | • | large transportation and e-commerce companies are making significant investments in their capabilities to compete with us; |

| | • | our projected freight volume growth may differ from actual results, and prior capital investments based on our projections may contribute to excess capacity that could negatively impact our profitability; |

Changes in our relationships with significant customers, including the loss or reduction in business from one or more of them, could have an adverse impact on our business.

We do not believe the loss of any one customer would materially impact our business and revenue growth due to the diversity of our customer base and no individual customer accounting for more than 5% of our revenue.

We do, however, have a number of customers whose demand for our services is tied to U.S. industrial production that could, collectively, drive business and revenue growth.

These customers could experience a decrease in production due to a decrease in the demand for their products, as a result of a decline in the U.S economy or other global economic factors.

They could also use other LTL providers and other modes of transportation, such as truckload and intermodal, in response to capacity, service and pricing issues.

If these factors resulted in a reduction or loss of business from these customers, there could be a material impact on our business and revenue growth.

Recently, there has been intense competition for qualified drivers in the transportation industry, due to a shortage of drivers.

If we do not adapt to new technologies implemented by our competitors in the LTL and transportation industry, our business could suffer.

The LTL and transportation industry may be impacted by rapid changes in technologies.

Our competitors may implement new technology that could improve their service, price, available capacity or business relationships and increase their market share.

If we do not appropriately adapt our operations to these new technologies, our business, financial condition, and results of operations may suffer.

material adverse effect on our operating results.

water.

We may be adversely affected by legal, regulatory, or market responses to climate change concerns.

Increased concern over climate change and the potential impact of global warming has led to an increase in the consideration of greenhouse gas emissions regulation.

Due to increased consideration, there could be an increase in regulation from federal, state and local governments on vehicle engine emissions.

This increase in regulation could result in increased direct costs, such as taxes, fees, fuel, or capital costs, or changes to our operations in order to comply.

There is also a focus from regulators and our customers on sustainability issues.

This focus may result in new legislation or customer requirements, such as limits on vehicle weight and size.

Costs associated with future climate change concerns or environmental laws and regulations and sustainability requirements could have a material adverse effect on our financial condition, results of operations, liquidity and cash flows.

The Tax Cuts and Jobs Act (the “Tax Act”), which was enacted on December 22, 2017, significantly changed the U.S. corporate income tax system.

We have security processes, protocols and standards in place to protect our information systems, including through physical and software safeguards, as well as redundant systems, network security measures and backup systems.

Our reputation and the value of the Old Dominion brand are integral to the success of our business.

prospects for earnings and cash flows, as well as other factors considered relevant by our Board of Directors.

The amount and frequency of our stock repurchases may fluctuate.

The amount, timing and execution of our stock repurchase program may fluctuate based on our strategic approach and our priorities for the use of cash.

Other factors that may impact share repurchases include changes in stock price, profitability, capital structure, or cash flows.

Our revolving credit facility also includes a provision that may limit our ability to make payments for share repurchases.

We may also use cash for investing in strategic assets or dividend payments, instead of share repurchases.

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quarter.

From time to time we have experienced difficulty in attracting and retaining sufficient numbers of qualified drivers and such shortages may recur in the future.

In addition to EPA and state agency regulations on exhaust emissions with which we must comply, there is an increased legislative and regulatory focus on climate change, greenhouse gas emissions and the impact of global warming.

State and local governments are increasingly considering greenhouse gas emissions regulation.

This possibility of increased regulation of greenhouse gas emissions potentially exposes us to significant new taxes, fees and other costs.

We are also subject to increasing sensitivity to sustainability issues.

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

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

The Tax Cuts and Jobs Act (the “Tax Act”), which was enacted on December 22, 2017, includes a broad range of tax reform provisions affecting businesses, including lower corporate tax rates, changes in business deductions, and international tax provisions.

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.

Furthermore, any failure to comply with data

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

[removed: Revenue per hundredweight] [added: This yield metric] is [added: not] a [removed: commonly-used indicator] [added: true measure] of [removed: pricing trends, but this metric] [added: price, however, as it] can be influenced by many other factors, such as changes in fuel surcharges, weight per [removed: shipment, length of haul] [added: shipment] and [removed: the class, or mix,] [added: length] of [removed: our freight.][added: haul.]

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

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

In addition to our focus on density and operating efficiencies, it is critical for us to obtain an appropriate yield, which is measured as revenue per hundredweight, on the shipments we [removed: handle.][added: handle to offset our cost inflation and support our ongoing investments in capacity and technology.]

We believe [added: our] yield management [added: process focused on individual account profitability,] and [added: ongoing] improvements in [removed: efficiency] [added: operating efficiencies,] are [added: both] key components [removed: in] [added: of] our ability to produce profitable growth.

We [removed: continually] [added: regularly] upgrade our technological capabilities to improve our customer service and lower our operating costs.

Our technology provides our customers with visibility of their shipments throughout our network, increases the productivity of our [removed: workforce] [added: workforce,] and provides key metrics that we use to monitor and enhance our processes.

| | | [removed: 2018] [added: 2019] | | | | [removed: 2017] [added: 2018] | | | | [removed: 2016] [added: 2017] | | |

| Salaries, wages and benefits | | | [removed: 51.3] [added: 51.7] | | | | [removed: 53.7] [added: 51.3] | | | | [removed: 55.2] [added: 53.7] | |

| Operating supplies and expenses | | | [removed: 12.1] [added: 11.5] | | | | [removed: 11.4] [added: 12.3] | | | | [removed: 10.8] [added: 11.6] | |

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

| Operating taxes and licenses | | | 2.8 | | | | [removed: 3.0] [added: 2.8] | | | | [removed: 3.1] [added: 3.0] | |

| Insurance and claims | | | [removed: 1.1] [added: 1.3] | | | | [removed: 1.2] [added: 1.1] | | | | [removed: 1.3] [added: 1.2] | |

| Communication and utilities | | | [removed: 0.8] [added: 0.7] | | | | 0.8 | | | | [removed: 0.9] [added: 0.8] | |

| Depreciation and amortization | | | [removed: 5.7] [added: 6.2] | | | | [removed: 6.2] [added: 5.7] | | | | [removed: 6.3] [added: 6.2] | |

| Purchased transportation | | | [removed: 2.4] [added: 2.2] | | | | [removed: 2.5] [added: 2.4] | | | | 2.5 | |

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

| Total operating expenses | | | [removed: 79.8] [added: 80.1] | | | | [removed: 82.9] [added: 79.8] | | | | [removed: 83.8] [added: 82.9] | |

| Operating income | | | [removed: 20.2] [added: 19.9] | | | | [removed: 17.1] [added: 20.2] | | | | [removed: 16.2] [added: 17.1] | |

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

| Other expense (income), net | | | [removed: 0.1] [added: 0.0] | | | | [removed: (0.1] [added: 0.1] | [removed: )] | | | [removed: 0.1] [added: (0.1] | [added: )] |

| Income before income taxes | | | [removed: 20.2] [added: 20.1] | | | | [removed: 17.1] [added: 20.2] | | | | [removed: 16.0] [added: 17.1] | |

| Provision for income taxes | | | [removed: 5.2] [added: 5.1] | | | | [removed: 3.3] [added: 5.2] | | | | [removed: 6.1] [added: 3.3] | |

| Net income | | | 15.0 | % | | | [removed: 13.8] [added: 15.0] | % | | | [removed: 9.9] [added: 13.8] | % |

[removed: 2018] [added: 2019] Compared to [removed: 2017][added: 2018]

| Revenue [removed: (in thousands)] [added: *(in thousands)*] | | $ | 4,043,695 | | | $ | 3,358,112 | | | $ | 685,583 | | | | 20.4 | |

| Net income [removed: (in thousands)] [added: *(in thousands)*] | | $ | 605,668 | | | $ | 463,774 | | | $ | 141,894 | | | | 30.6 | |

| LTL tons [removed: (in thousands)] [added: *(in thousands)*] | | | 9,379 | | | | 8,519 | | | | 860 | | | | 10.1 | |

| LTL shipments [removed: (in thousands)] [added: *(in thousands)*] | | | 11,748 | | | | 10,736 | | | | 1,012 | | | | 9.4 | |

| LTL weight per shipment [removed: (lbs.)] [added: *(lbs.)*] | | | 1,597 | | | | 1,587 | | | | 10 | | | | 0.6 | |

| Average length of haul [removed: (miles)] [added: *(miles)*] | | | [removed: 918] [added: 917] | | | | [removed: 917] [added: 918] | | | | [removed: 1] [added: (1] | [added: )] | | | [removed: 0.1] [added: (0.1] | [added: )] |

[removed: Revenue][added: *Revenue*]

Revenue increased $685.6 million, or [removed: 20.4%] [added: 20.4%,] as compared to 2017, due to a $679.1 million increase in LTL revenue and a $6.5 million increase in non-LTL revenue.

We believe the continued increase in our revenue per hundredweight [removed: reflects] [added: reflected] our consistent yield management process and a favorable pricing environment that resulted from general capacity constraints in the transportation industry.

[removed: Most of our tariffs and contracts provide for a] [added: The] fuel surcharge [removed: that] is generally [removed: indexed] [added: designed] to [added: offset fluctuations in] the [added: cost of our petroleum-based products and is indexed to] diesel fuel prices published by the [removed: DOE,] [added: U.S. Department of Energy,] which reset each week.

[removed: This increase] [added: The decrease in our diesel fuel costs, excluding fuel taxes,] was due primarily to an [removed: increase] [added: 8.0% decrease] in [removed: the] [added: our] average [removed: price] [added: cost] per gallon [removed: for] [added: of] diesel fuel during [removed: 2018 as compared to 2017.][added: 2019.]

We regularly monitor the components of our pricing, including base freight [removed: rates] [added: rates, accessorial charges] and fuel surcharges.

January [removed: 2019] [added: 2020] Update

Revenue per day increased [removed: 8.3%] [added: 0.2%] in January [removed: 2019] [added: 2020] compared to the same month last year.

In analyzing the components of our revenue, we monitor changes and trends in our LTL volumes and LTL revenue per hundredweight.

While LTL revenue per hundredweight is a yield measurement, it is also a commonly-used indicator for general pricing trends in the LTL industry.

LTL revenue per hundredweight and the key factors that can impact this metric are described in more detail below:

Old Dominion faced many challenges in 2019, yet we were still able to produce new Company records for revenue, net income and earnings per diluted share.

Our consistent focus on revenue quality resulted in yield improvement that more than offset the decrease in our LTL tons.

While we had originally anticipated growth in LTL tons for the year, we believe the decrease was attributable to the sluggish economy and increased price competition in our industry.

With declining volumes, our focus intensified on managing our variable costs and improving productivity.

As a result of our cost management initiatives, our operating ratio of 80.1% was only slightly higher than the Company record in 2018 despite a significant increase in our fringe benefit costs associated with the 53.7% increase in our share price during the year.

Net income increased at the same rate of our revenue growth and earnings per diluted share increased 3.8% to $7.66.

| | | 2019 | | | | 2018 | | | | Change | | | | % Change | | |

| Revenue *(in thousands)* | | $ | 4,109,111 | | | $ | 4,043,695 | | | $ | 65,416 | | | | 1.6 | |

| Operating ratio | | | 80.1 | % | | | 79.8 | % | | | | | | | | |

| Net income *(in thousands)* | | $ | 615,518 | | | $ | 605,668 | | | $ | 9,850 | | | | 1.6 | |

| Diluted earnings per share | | $ | 7.66 | | | $ | 7.38 | | | $ | 0.28 | | | | 3.8 | |

| LTL tons *(in thousands)* | | | 8,964 | | | | 9,379 | | | | (415 | ) | | | (4.4 | ) |

| LTL shipments *(in thousands)* | | | 11,491 | | | | 11,748 | | | | (257 | ) | | | (2.2 | ) |

| LTL revenue per hundredweight | | $ | 22.64 | | | $ | 21.25 | | | $ | 1.39 | | | | 6.5 | |

| LTL revenue per shipment | | $ | 353.18 | | | $ | 339.35 | | | $ | 13.83 | | | | 4.1 | |

| LTL revenue per intercity mile (1) | | $ | 6.30 | | | $ | 5.99 | | | $ | 0.31 | | | | 5.2 | |

| LTL intercity miles *(in thousands)* (1) | | | 644,287 | | | | 665,697 | | | | (21,410 | ) | | | (3.2 | ) |

(1) - Intercity mile statistics for 2018 have been adjusted to exclude miles related to non-LTL shipments.

Revenue increased $65.4 million, or 1.6%, as compared to 2018, due to a $72.8 million increase in LTL revenue partially offset by a $7.4 million decrease in non-LTL revenue.

LTL revenue was higher in 2019 due to an increase in LTL revenue per hundredweight that was partially offset by a decrease in volumes.

Despite the decrease in volumes, we believe that our superior service allowed us to increase our market share while also maintaining our price discipline during the year.

LTL revenue per hundredweight increased 6.5% to $22.64 in 2019 as compared to 2018.

We believe this increase reflects our continued focus on the consistent execution of our yield management process as well as the 2.3% decrease in LTL weight per shipment.

Our LTL revenue and yield were negatively impacted by a decrease in fuel surcharges in 2019 that resulted from a decrease in the average price of diesel fuel.

As a percent of revenue, fuel surcharges decreased to 12.7% in 2019 as compared to 13.3% in 2018.

LTL tons per day decreased 3.6%, due primarily to a 2.5% decrease in LTL shipments per day and a 1.1% decrease in LTL weight per shipment.

LTL revenue per hundredweight, excluding fuel surcharges, increased approximately 4.1% as compared to the same month last year.

Salaries and wages remained consistent between the periods compared, as annual wage increases provided to our employees at the beginning of both September 2018 and 2019 were offset by a decrease in performance-based compensation and an improvement in productivity.

In addition, our average number of full-time employees decreased 0.4% in 2019 as compared to 2018 due primarily to the decrease in LTL shipments.

Productivity improvements for the year included increases in both platform and P&D shipments per hour, while our linehaul laden load average declined slightly due primarily to the decrease in weight per shipment.

As a result, our productive labor costs, which include drivers, dock workers, and technicians, improved as a percent of revenue to 27.6% in 2019 as compared to 27.9% in 2018.

Our other salaries and wages as a percent of revenue also improved to 10.2% in 2019 as compared to 10.5% in 2018.

Employee benefit costs increased $45.5 million, or 8.7%, in 2019 as compared to 2018, due primarily to increased expense associated with phantom stock plan retirement benefits historically linked to the market price of our common stock, as well as additional expense associated with the December 2019 amendments to the phantom stock plans.

Employee benefits were also impacted by higher group health and dental costs resulting from an increase in the number of employees and their family members covered by our plans.

As a result of these increases, our benefit costs as a percent of salaries and wages increased to 36.4% in 2019 compared to 33.5% in 2018.

Operating supplies and expenses decreased $24.4 million, or 4.9%, in 2019 as compared to 2018, due primarily to a decrease in our costs for fuel used in our vehicles.

Other operating supplies and expenses increased slightly as a percent of revenue between the periods compared.

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

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

| Building and office equipment rents | | | 0.2 | | | | 0.2 | | | | 0.3 | |

Our financial results for 2018 reflected Company records in revenue and profitability, as we exceeded $4.0 billion of annual revenue with an operating ratio below 80.0%.

We believe the increase in revenue during the year was driven by the continued strength of the domestic economy and consistent execution of our long-term strategy of providing industry-leading service to our customers at a fair price.

These factors, combined with the increase in freight density in our service center network and our continued focus on improving operating efficiency, led to a 310 basis-point improvement in our operating ratio compared to 2017.

As a result, our net income and diluted earnings per share increased 30.6% and 31.1%, respectively, in 2018 as compared to 2017.

| LTL revenue per intercity mile | | $ | 5.91 | | | $ | 5.46 | | | $ | 0.45 | | | | 8.2 | |

| LTL intercity miles (in thousands) | | | 674,506 | | | | 605,204 | | | | 69,302 | | | | 11.5 | |

Our fuel surcharges are designed to offset fluctuations in the cost of petroleum-based products and are one of the many components included in the overall negotiated price we charge for our services.

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.

LTL tons per day decreased 1.5%, due primarily to a 4.4% decrease in weight per shipment that was slightly offset by a 3.0% increase in LTL shipments.

We believe depreciation will continue to increase based on our 2019 capital expenditure program.

Our provision for income taxes in 2017 included a $104.9 million income tax benefit resulting from the revaluation of our deferred tax liabilities in connection with the passage of the Tax Act in December 2017.

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 tons (in thousands) | | | 8,519 | | | | 7,931 | | | | 588 | | | | 7.4 | |

| 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.

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 reflected 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.

Most of our tariffs and contracts provide for a fuel surcharge that is generally indexed to the DOE’s published diesel fuel prices that reset each week.

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.

The increase in the costs attributable to salaries and wages was due primarily to the 3.0% increase in the average number of full-time employees in 2017, annual wage increases provided to our employees in September 2016 and 2017 and higher performance-based compensation linked to our operating results.

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.

Employee benefit costs increased $28.1 million or 6.7%, due primarily to an increase in our average number of full-time employees and higher wage rates, which led to higher payroll-related taxes and paid-time-off benefits.

Our employee benefit costs also increased for certain retirement benefit plans directly linked to the improvement in our net income and the share price of our common stock.

The cash surrender value for variable life insurance contracts was [removed: $45.7] [added: $56.7] million of the [removed: $47.7] [added: $59.0] million, and [removed: $50.9] [added: $45.7] million of the [removed: $53.1] [added: $47.7] million, of aggregate cash surrender values for all life insurance contracts included on our Balance Sheets at December 31, [removed: 2018] [added: 2019] and [removed: 2017,] [added: 2018,] respectively.

To provide a meaningful assessment of the market risk for investments relating to Company-owned life insurance contracts, we performed a sensitivity analysis using a 10% change in market value in those investments on December 31, [removed: 2018.][added: 2019.]

A 10% change in market value would have caused a [removed: $4.6] [added: $5.7] million and a [removed: $5.1] [added: $4.6] million impact on our pre-tax income in [removed: 2018] [added: 2019] and [removed: 2017,] [added: 2018,] respectively.

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

The liability for the unsettled outstanding awards is remeasured at the end of each reporting period based on the price of our common stock.

The total liability for unsettled awards granted under these phantom stock plans totaled $57.2 million and $56.6 million at December 31, 2018 and 2017, respectively.

To provide a meaningful assessment of market risk for our employee and director phantom stock plans, we performed a sensitivity analysis using a 10% change in the price of our common stock at December 31, 2018.

A 10% change in market value of our common stock would have caused a $5.7 million impact on our operating income with respect to these plans in both 2018 and 2017, respectively.

We are the [removed: fourth] [added: third] largest LTL motor carrier in the United States, as measured by [removed: 2017] [added: 2018] revenue, according to [removed: Transport Topics.][added: *Transport Topics*.]

We opened 14 and [removed: 29] [added: 26] new service centers over the past five and ten years, respectively, for a total of [removed: 235] [added: 236] service centers at December 31, [removed: 2018.][added: 2019.]

According to the American Trucking Associations, the trucking industry accounted for [removed: 79.3%] [added: 80.3%] of the [removed: $883.4] [added: $991.7] billion total U.S. transportation revenue in [removed: 2017.][added: 2018.]

The LTL sector had revenue in [removed: 2017] [added: 2018] of [removed: $55.6] [added: $61.3] billion, which represented [removed: 6.3%] [added: 6.2%] of total U.S. transportation revenue.

Based on [removed: 2017] [added: 2018] revenue as reported in [removed: Transport Topics,] [added: *Transport Topics*,] the largest 10 and 25 LTL motor carriers accounted for approximately 55% and [removed: 67%,] [added: 66%,] respectively, of the total LTL market.

At December 31, [removed: 2018,] [added: 2019,] we operated [removed: 235] [added: 236] service center locations, of which we owned [removed: 203] [added: 205] and leased [removed: 32.][added: 31.]

At December 31, [removed: 2018,] [added: 2019,] we owned [removed: 9,254] [added: 9,296] tractors.

The table below reflects, as of December 31, [removed: 2018,] [added: 2019,] 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: 2018, 2017] [added: 2019, 2018] and [removed: 2016.][added: 2017.]

| (In thousands) | | [removed: 2018] [added: 2019] | | | | [removed: 2017] [added: 2018] | | | | [removed: 2016] [added: 2017] | | |

| Tractors | | $ | [removed: 185,209] [added: 75,418] | | | $ | [removed: 123,152] [added: 185,209] | | | $ | [removed: 114,166] [added: 123,152] | |

| Trailers | | | [removed: 98,835] [added: 88,115] | | | | [removed: 37,424] [added: 98,835] | | | | [removed: 94,040] [added: 37,424] | |

| Total | | $ | [removed: 284,044] [added: 163,533] | | | $ | [removed: 160,576] [added: 284,044] | | | $ | [removed: 208,206] [added: 160,576] | |

At December 31, [removed: 2018,] [added: 2019,] we operated [removed: 39] [added: 42] maintenance centers at strategic service center locations throughout our network.

In [removed: 2018,] [added: 2019,] our largest customer accounted for approximately [removed: 4.0%] [added: 4.2%] of our revenue and our largest 5, 10 and 20 customers accounted for [removed: 13.7%, 19.3%] [added: 14.6%, 20.1%] and [removed: 26.0%] [added: 27.3%] of our revenue, respectively.

[removed: Seasonality][added: Seasonality]

At December 31, [removed: 2018,] [added: 2019,] we maintained a SIR or deductible of $1.0 million or more with respect to the below casualty and group health coverages:

| | • | [added: $3.0 million per occurrence (for any claim that occurs on or after March 30, 2019) or] $2.75 million per occurrence [added: (for any claim that occurred between March 30, 2006 and March 29, 2019)] for bodily injury and property damage [removed: (“BIPD”) claims,] [added: (“BIPD”),] plus a one-time, $2.5 million aggregate corridor deductible applicable per policy period to any claim that exceeds $5.0 million and occurs [added: on or] after March 30, 2016; |

| | • | [added: $2.0 million per occurrence (for any claim that occurs on or after March 30, 2019) or] $1.0 million per occurrence [added: (for any claim that occurred between March 30, 2003 and March 29, 2019)] for workers’ compensation claims; and |

| | • | $1.0 million per covered person paid during [removed: 2018] [added: 2019] for group health claims. |

[removed: Employees][added: Employees]

As of December 31, [removed: 2018,] [added: 2019,] we employed [removed: 21,279] [added: 20,105] individuals on a full-time basis, none of which were represented under a collective bargaining agreement.

| Fleet technicians | | | [removed: 590] [added: 636] | |

| Sales, administrative and other | | | [removed: 5,425] [added: 5,316] | |

As of December 31, [removed: 2018,] [added: 2019,] we employed [removed: 5,743] [added: 5,415] linehaul drivers and [removed: 5,464] [added: 5,108] P&D drivers on a full-time basis.

We select our drivers primarily based upon [removed: safe] [added: many factors, including] driving records and experience.

Since 1988, we have provided the opportunity for qualified employees to become drivers through the “Old Dominion Driver Training Program.” There are currently [removed: 3,273] [added: 3,266] active drivers who have successfully completed this training, which was approximately [removed: 29.2%] [added: 31.0%] of our driver workforce as of December 31, [removed: 2018.][added: 2019.]

In addition, we have experienced an annual turnover rate for our driver graduates of approximately [removed: 5.7%,] [added: 6.2%,] which is below our Company-wide turnover rate for all drivers of approximately [removed: 8.0%.][added: 7.9%.]

[removed: We reward] [added: Based on driving records,] our drivers [removed: who maintain safe driving records] [added: are eligible to be rewarded] with annual [added: safety] bonuses of up to $3,000 per driver.

Our safety bonuses paid to drivers totaled [removed: $4.1] [added: $4.6] million, [removed: $3.9] [added: $4.1] million and [removed: $3.7] [added: $3.9] million in [removed: 2018, 2017] [added: 2019, 2018] and [removed: 2016,] [added: 2017,] respectively.

The FMCSA issued [removed: responsive] guidance that allowed [removed: AOBRD] [added: automatic on-board recording devices (“AOBRDs”)] operating [removed: systems] [added: systems, such as those we used prior] to [added: 2019, to] be installed and utilized on ELD compliant hardware until December 16, 2019.

We [removed: are working with service providers to] [added: completed the] transition [added: of] our fleet from [removed: our current] [added: an] AOBRD operating system to a new ELD hardware and software [removed: platform.][added: platform in advance of the December 16, 2019 deadline.]

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

Compliance with this rule, which provides for a three-year implementation period, [removed: is] [added: was] required by January 6, 2020.

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

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: 2019] [added: 2020] or fiscal year [removed: 2020.][added: 2021.]

| Tractors | | | 9,296 | | | | 3.8 | |

| Linehaul trailers | | | 25,357 | | | | 7.1 | |

| P&D trailers | | | 12,182 | | | | 6.6 | |

| Drivers | | | 10,523 | |

| Platform | | | 3,630 | |

| Total | | | 20,105 | |

Effective December 16, 2019 all motor carriers operating commercial motor vehicles are required to be equipped with, and their

drivers are required to utilize, ELDs for the purpose of recording hours of service.

We registered as a motor carrier in the DAC on October 28, 2019.

| Tractors | | | 9,254 | | | | 3.5 | |

| Linehaul trailers | | | 24,685 | | | | 6.8 | |

| P&D trailers | | | 11,044 | | | | 7.4 | |

| Drivers | | | 11,207 | |

| Platform | | | 4,057 | |

| Total | | | 21,279 | |

We currently utilize ELD rule-compliant automatic on-board 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 a waiver from certain aspects of the ELD rule by the FMCSA in January 2018.

This waiver proved unnecessary and was withdrawn as the FMCSA was made aware of multiple motor carriers facing the same issues from technology providers when changing from an AOBRD to an ELD operating system.

We expect the transition to be completed prior to December 2019.

by changing jobs or locations.

Certain of these matters include [added: collective and/or] class-action allegations.

Item 103 of SEC Regulation S-K requires disclosure of environmental legal proceedings with a governmental authority if management reasonably believes that the proceedings may involve potential monetary sanctions of $100,000 or more.

The following matter is disclosed in accordance with that requirement.

We do not believe that any possible loss that may be incurred in connection with the matter will be material to our financial position, results of operations or cash flows.

On May 12, 2017, we received a letter from the Orange County California District Attorney’s Office concerning suspected violations of California laws with respect to waste handling practices.

As part of the civil investigation conducted in coordination with other California counties, we have shared information about our waste handling practices at our facilities throughout the state.

We are in discussions concerning resolution of this matter.

For the fiscal year ended December 31, [removed: 2018][added: 2019]

[removed: ][added: ]

| Title of each class | [added: Trading Symbol(s)] | Name of each exchange on which registered |

| Common Stock ($0.10 par value) | [added: ODFL] | The Nasdaq Stock Market LLC (Nasdaq Global Select Market) |

The aggregate market value of voting stock held by non-affiliates of the registrant as of June 30, [removed: 2018] [added: 2019] was [removed: $9,679,656,484,] [added: $9,715,749,809,] based on the closing sales price as reported on the Nasdaq Global Select Market.

As of February [removed: 26, 2019,] [added: 24, 2020,] the registrant had [removed: 81,146,989] [added: 79,697,285] outstanding shares of Common Stock ($0.10 par value).

Certain portions of the Company’s Proxy Statement for the [removed: 2019] [added: 2020] Annual Meeting of Shareholders are incorporated by reference into Part III of this report.

[removed: INDEX][added: INDEX]

| Item 1B | [Unresolved Staff Comments](#ITEM_1B_UNRESOLVED_STAFF_COMMENTS) | | [removed: 14] [added: 16] |

| Item 2 | [Properties](#ITEM_2_PROPERTIES) | | [removed: 15] [added: 16] |

| Item 3 | [Legal Proceedings](#ITEM_3_LEGAL_PROCEEDINGS) | | [removed: 15] [added: 16] |

| Item 4 | [Mine Safety Disclosures](#ITEM_4_MINE_SAFETY_DISCLOSURES) | | [removed: 15] [added: 16] |

| [Part II](#PART_II) | | | [removed: 16] [added: 17] |

| Item 5 | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](#ITEM_5_MARKET_FOR_REGISTRANTS_COMMON_EQU) | | [removed: 16] [added: 17] |

| Item 6 | [Selected Financial Data](#ITEM_6_SELECTED_FINANCIAL_DATA) | | [removed: 18] [added: 19] |

| Item 7 | [Management’s Discussion and Analysis of Financial Condition and Results of Operations](#ITEM_7_MANAGEMENTS_DISCUSSION_ANALYSIS_F) | | [removed: 19] [added: 20] |

| Item 7A | [Quantitative and Qualitative Disclosures about Market Risk](#ITEM_7A_QUANTITATIVE_QUALITATIVE_DISCLOS) | | [removed: 27] [added: 28] |

| Item 9 | [Changes in and Disagreements With Accountants on Accounting and Financial Disclosure](#ITEM_9_CHANGES_IN_DISAGREEMENTS_WITH_ACC) | | [removed: 45] [added: 46] |

| Item 9A | [Controls and Procedures](#ITEM_9A_CONTROLS_PROCEDURES) | | [removed: 45] [added: 46] |

| Item 9B | [Other Information](#ITEM_9B_OR_INFORMATION) | | [removed: 47] [added: 48] |

| [Part III](#PART_III) | | | [removed: 47] [added: 48] |

| Item 10 | [Directors, Executive Officers and Corporate Governance](#ITEM_10_DIRECTORS_EXECUTIVE_FICERS_CORPO) | | [removed: 47] [added: 48] |

| Item 11 | [Executive Compensation](#ITEM_11_EXECUTIVE_COMPENSATION) | | [removed: 47] [added: 48] |

| Item 12 | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](#ITEM_12_SECURITY_OWNERSHIP_CERTAIN_BENEF) | | [removed: 47] [added: 48] |

| Item 13 | [Certain Relationships and Related Transactions, and Director Independence](#ITEM_13_CERTAIN_RELATIONSHIPS_RELATED_TR) | | [removed: 47] [added: 48] |

| Item 14 | [Principal Accounting Fees and Services](#ITEM_14_PRINCIPAL_ACCOUNTING_FEES_SERVIC) | | [removed: 47] [added: 48] |

| [Part IV](#PART_IV) | | | [removed: 48] [added: 49] |

| Item 15 | [Exhibits, Financial Statement Schedules](#ITEM_15_EXHIBITS_FINANCIAL_STATEMENT_SCH) | | [removed: 48] [added: 49] |

| Item 16 | [Form 10-K Summary](#ITEM_16_FORM_10K_SUMMARY) | | [removed: 48] [added: 49] |

| [Exhibit Index](#EXHIBIT_INDEX) | | | [removed: 49] [added: 50] |

| [Signatures](#SIGNATURES) | | | [removed: 52] [added: 54] |

| | | |

10-K 1 odfl-10k_20181231.htm 10-K

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.

At December 31, [removed: 2018,] [added: 2019,] we operated [removed: 235] [added: 236] service centers, of which [removed: 203] [added: 205] were owned and [removed: 32] [added: 31] were leased.

Our owned service centers include most of our larger facilities and account for approximately [removed: 94%] [added: 93%] 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: 2018.][added: 2019.]

| Rialto, California | | | [removed: 265] [added: 258] | |

| Greensboro, North Carolina | | | [removed: 212] [added: 256] | |

Our [removed: 235] [added: 236] facilities are strategically dispersed over the states in which we operate.

At December 31, [removed: 2018,] [added: 2019,] the terms of our leased properties ranged from month-to-month to a lease that expires in 2039.

At February [removed: 21, 2019,] [added: 20, 2020,] there were [removed: 72,192] [added: 74,422] holders of our common stock, including [removed: 108] [added: 105] shareholders of record.

The following table provides information regarding our repurchases of our common stock during the fourth quarter of [removed: 2018:][added: 2019:]

On May [removed: 17, 2018,] [added: 16, 2019,] we announced that our Board of Directors had approved a [added: new] two-year stock repurchase program authorizing us to repurchase up to an aggregate of [removed: $250.0] [added: $350.0] million of our outstanding common stock (the [removed: “Repurchase] [added: “2019 Repurchase] Program”).

Under the [added: 2019] Repurchase Program, which became effective upon the expiration of our prior stock repurchase [removed: program in June 2018,] [added: program,] we may repurchase shares from time to time in open market purchases or through privately negotiated transactions.

Shares of our common stock repurchased under our [removed: Repurchase Program] [added: repurchase programs] are canceled at the time of repurchase and are classified as authorized but unissued shares of our common stock.

[removed: Performance Graph][added: Performance Graph]

The following graph compares the total shareholder cumulative returns, assuming the reinvestment of all dividends, of $100 invested on December 31, [removed: 2013,] [added: 2014,] in (i) our common stock, (ii) the S&P 500 Total Return Index, and (iii) the Nasdaq Industrial Transportation Index, for the five-year period ended December 31, [removed: 2018.][added: 2019.]

[removed: ][added: ]

| Old Dominion Freight Line, Inc. | | $ | 100 | | | $ | [removed: 146] [added: 76] | | | $ | [removed: 111] [added: 110] | | | $ | [removed: 162] [added: 170] | | | $ | [removed: 249] [added: 160] | | | $ | [removed: 235] [added: 246] | |

| S&P 500 Total Return Index | | $ | 100 | | | $ | [removed: 114] [added: 101] | | | $ | [removed: 115] [added: 114] | | | $ | [removed: 129] [added: 138] | | | $ | [removed: 157] [added: 132] | | | $ | [removed: 150] [added: 174] | |

| Nasdaq Industrial Transportation Index | | $ | 100 | | | $ | [removed: 121] [added: 77] | | | $ | [removed: 94] [added: 100] | | | $ | [removed: 121] [added: 127] | | | $ | [removed: 154] [added: 116] | | | $ | [removed: 140] [added: 145] | |

| October 1-31, 2019 | | | 59,773 | | | $ | 170.13 | | | | 59,773 | | | $ | 266,214,247 | | |

| November 1-30, 2019 | | | 21,142 | | | $ | 191.46 | | | | 21,142 | | | $ | 262,166,432 | | |

| December 1-31, 2019 | | | 115,101 | | | $ | 185.90 | | | | 115,101 | | | $ | 240,769,337 | | |

| Total | | | 196,016 | | | $ | 181.69 | | | | 196,016 | | | | | | |

During the second quarter of 2019, we completed our stock repurchase program, previously announced on May 17, 2018, to repurchase up to an aggregate of $250.0 million of our outstanding common stock.

| | | 12/31/14 | | | | 12/31/15 | | | | 12/31/16 | | | | 12/31/17 | | | | 12/31/18 | | | | 12/31/19 | | |

| October 1-31, 2018 | | | 81,548 | | | $ | 138.41 | | | | 81,548 | | | $ | 207,118,163 | | |

| November 1-30, 2018 | | | 437,647 | | | $ | 131.82 | | | | 437,647 | | | $ | 149,428,758 | | |

| December 1-31, 2018 | | | 135,028 | | | $ | 131.08 | | | | 135,028 | | | $ | 131,729,611 | | |

| Total | | | 654,223 | | | $ | 132.49 | | | | 654,223 | | | | | | |

| | | 12/31/13 | | | | 12/31/14 | | | | 12/31/15 | | | | 12/31/16 | | | | 12/31/17 | | | | 12/31/18 | | |

| (In thousands, except per share amounts) | | [removed: 2018] [added: 2019] | | | | [removed: 2017] [added: 2018] | | | | [removed: 2016] [added: 2017] | | | | [removed: 2015] [added: 2016] | | | | [removed: 2014] [added: 2015] | | |

| Revenue from operations | | $ | [removed: 4,043,695] [added: 4,109,111] | | | $ | [removed: 3,358,112] [added: 4,043,695] | | | $ | [removed: 2,991,517] [added: 3,358,112] | | | $ | [removed: 2,972,442] [added: 2,991,517] | | | $ | [removed: 2,787,897] [added: 2,972,442] | |

| Depreciation and amortization expense | | | [removed: 230,357] [added: 253,681] | | | | [removed: 205,763] [added: 230,357] | | | | [removed: 189,867] [added: 205,763] | | | | [removed: 165,343] [added: 189,867] | | | | [removed: 146,466] [added: 165,343] | |

| Total operating expenses | | | [removed: 3,226,644] [added: 3,290,405] | | | | [removed: 2,782,226] [added: 3,226,644] | | | | [removed: 2,507,682] [added: 2,782,226] | | | | [removed: 2,474,202] [added: 2,507,682] | | | | [removed: 2,346,590] [added: 2,474,202] | |

| Operating income | | | [removed: 817,051] [added: 818,706] | | | | [removed: 575,886] [added: 817,051] | | | | [removed: 483,835] [added: 575,886] | | | | [removed: 498,240] [added: 483,835] | | | | [removed: 441,307] [added: 498,240] | |

| Interest (income) expense, net | | | [removed: (2,924] [added: (6,386] | ) | | | [removed: 1,414] [added: (2,924] | [added: )] | | | [removed: 4,274] [added: 1,414] | | | | [removed: 5,001] [added: 4,274] | | | | [removed: 6,502] [added: 5,001] | |

| Provision for income taxes | | | [removed: 209,845] [added: 208,431] | | | | [removed: 112,058] [added: 209,845] | | | | [removed: 181,822] [added: 112,058] | | | | [removed: 185,327] [added: 181,822] | | | | [removed: 165,000] [added: 185,327] | |

| Net income (1) | | | [removed: 605,668] [added: 615,518] | | | | [removed: 463,774] [added: 605,668] | | | | [removed: 295,765] [added: 463,774] | | | | [removed: 304,690] [added: 295,765] | | | | [removed: 267,514] [added: 304,690] | |

| Basic earnings per share | | $ | [removed: 7.39] [added: 7.67] | | | $ | [removed: 5.63] [added: 7.39] | | | $ | [removed: 3.56] [added: 5.63] | | | $ | [removed: 3.57] [added: 3.56] | | | $ | [removed: 3.10] [added: 3.57] | |

| Diluted earnings per share | | $ | [removed: 7.38] [added: 7.66] | | | $ | [removed: 5.63] [added: 7.38] | | | $ | [removed: 3.56] [added: 5.63] | | | $ | [removed: 3.57] [added: 3.56] | | | $ | [removed: 3.10] [added: 3.57] | |

| Cash dividends per share | | $ | [removed: 0.52] [added: 0.68] | | | $ | [removed: 0.40] [added: 0.52] | | | $ | [removed: —] [added: 0.40] | | | $ | — | | | $ | — | |

| Cash and cash equivalents | | $ | [removed: 190,282] [added: 403,571] | | | $ | [removed: 127,462] [added: 190,282] | | | $ | [removed: 10,171] [added: 127,462] | | | $ | [removed: 11,472] [added: 10,171] | | | $ | [removed: 34,787] [added: 11,472] | |

| Current assets | | | [removed: 706,229] [added: 866,834] | | | | [removed: 584,653] [added: 706,229] | | | | [removed: 382,622] [added: 584,653] | | | | [removed: 381,730] [added: 382,622] | | | | [removed: 403,772] [added: 381,730] | |

| Total assets [added: (2)] | | | [removed: 3,545,283] [added: 3,995,568] | | | | [removed: 3,068,424] [added: 3,545,283] | | | | [removed: 2,696,247] [added: 3,068,424] | | | | [removed: 2,466,504] [added: 2,696,247] | | | | [removed: 2,206,866] [added: 2,466,504] | |

| Current liabilities [added: (2)] | | | [removed: 356,732] [added: 366,085] | | | | [removed: 351,049] [added: 356,732] | | | | [removed: 288,636] [added: 351,049] | | | | [removed: 285,402] [added: 288,636] | | | | [removed: 255,638] [added: 285,402] | |

| Long-term debt [removed: (including] [added: *(including] current [removed: maturities)] [added: maturities)*] | | | 45,000 | | | | [removed: 95,000] [added: 45,000] | | | | [removed: 104,975] [added: 95,000] | | | | [removed: 133,805] [added: 104,975] | | | | [removed: 155,714] [added: 133,805] | |

| Shareholders’ equity | | | [removed: 2,680,483] [added: 3,080,717] | | | | [removed: 2,276,854] [added: 2,680,483] | | | | [removed: 1,851,158] [added: 2,276,854] | | | | [removed: 1,684,637] [added: 1,851,158] | | | | [removed: 1,494,064] [added: 1,684,637] | |

| (1) | Our 2017 net income [removed: includes] [added: included] a [removed: provisional] tax benefit of $104.9 million due to the remeasurement of our deferred taxes to reflect the impact of the Tax Act. |

| (2) | On January 1, 2019, the Company adopted Accounting Standards Update 2016-02, “Leases” (Topic 842), which resulted in the recognition of right-of-use assets of approximately $65 million with corresponding lease liabilities on our Balance Sheet as of December 31, 2019. |

| --- | --- |

[removed: OLD] [added: OLD] DOMINION FREIGHT LINE, [removed: INC.][added: INC.]

| (In thousands, except share and per share data) | | [added: 2019 | | | |] 2018 | | | | 2017 | | |

| Cash and cash equivalents [added: at beginning of year] | | [removed: $] | 190,282 | | | [removed: $] | 127,462 | | [added: | | 10,171 | |]

| Customer receivables, less allowances of [removed: $9,913] [added: $8,866] and [removed: $9,465,] [added: $9,913,] respectively | | | [removed: 427,569] [added: 397,579] | | | | [removed: 394,169] [added: 427,569] | |

| Other receivables | | | [removed: 40,691] [added: 10,586] | | | | [removed: 21,612] [added: 40,691] | |

| Prepaid expenses and other current assets | | | [removed: 47,687] [added: 55,098] | | | | [removed: 41,410] [added: 47,687] | |

| Total current assets | | | [removed: 706,229] [added: 866,834] | | | | [removed: 584,653] [added: 706,229] | |

| Revenue equipment | | | [removed: 1,811,233] [added: 1,898,999] | | | | [removed: 1,591,036] [added: 1,811,233] | |

| Land and structures | | | [removed: 1,796,868] [added: 2,039,937] | | | | [removed: 1,548,079] [added: 1,796,868] | |

| Other fixed assets | | | [removed: 454,432] [added: 482,425] | | | | [removed: 432,146] [added: 454,432] | |

| Leasehold improvements | | | [removed: 10,619] [added: 11,709] | | | | [removed: 8,668] [added: 10,619] | |

| Total property and equipment | | | [removed: 4,073,152] [added: 4,433,070] | | | | [removed: 3,579,929] [added: 4,073,152] | |

| Less: Accumulated depreciation | | | [removed: (1,318,209] [added: (1,464,235] | ) | | | [removed: (1,175,470] [added: (1,318,209] | ) |

| Net property and equipment | | | [removed: 2,754,943] [added: 2,968,835] | | | | [removed: 2,404,459] [added: 2,754,943] | |

| Other assets | | | [removed: 64,648] [added: 140,436] | | | | [removed: 59,849] [added: 64,648] | |

| Total assets | | $ | [removed: 3,545,283] [added: 3,995,568] | | | $ | [removed: 3,068,424] [added: 3,545,283] | |

| Accounts payable | | $ | [removed: 78,518] [added: 70,254] | | | $ | [removed: 73,729] [added: 78,518] | |

| Compensation and benefits | | | [removed: 198,456] [added: 192,524] | | | | [removed: 152,566] [added: 198,456] | |

| Claims and insurance accruals | | | [removed: 53,263] [added: 54,330] | | | | [removed: 49,949] [added: 53,263] | |

| Other accrued liabilities | | | [removed: 26,495] [added: 46,130] | | | | [removed: 24,805] [added: 26,495] | |

| [removed: Current maturities of] [added: Total] long-term debt | | | [removed: —] [added: 45,000] | | | | [removed: 50,000] [added: 45,000] | |

| Total current liabilities | | | [removed: 356,732] [added: 366,085] | | | | [removed: 351,049] [added: 356,732] | |

| Other non-current liabilities | | | [removed: 215,399] [added: 241,802] | | | | [removed: 205,561] [added: 215,399] | |

| Deferred income taxes | | | [removed: 247,669] [added: 261,964] | | | | [removed: 189,960] [added: 247,669] | |

| Total long-term liabilities | | | [removed: 508,068] [added: 548,766] | | | | [removed: 440,521] [added: 508,068] | |

| Total liabilities | | | [removed: 864,800] [added: 914,851] | | | | [removed: 791,570] [added: 864,800] | |

| Common stock - $0.10 par value, 140,000,000 shares authorized, [removed: 81,231,131] [added: 79,688,356] and [removed: 82,375,945] [added: 81,231,131] shares outstanding at December 31, [removed: 2018] [added: 2019] and [removed: 2017,] [added: 2018,] respectively | | | [removed: 8,123] [added: 7,969] | | | | [removed: 8,238] [added: 8,123] | |

| Capital in excess of par value | | | [removed: 142,176] [added: 222,430] | | | | [removed: 138,359] [added: 142,176] | |

| Retained earnings | | | [removed: 2,530,184] [added: 2,850,318] | | | | [removed: 2,130,257] [added: 2,530,184] | |

| Total shareholders’ equity | | | [removed: 2,680,483] [added: 3,080,717] | | | | [removed: 2,276,854] [added: 2,680,483] | |

| Total liabilities and shareholders’ equity | | $ | [removed: 3,545,283] [added: 3,995,568] | | | $ | [removed: 3,068,424] [added: 3,545,283] | |

| (In thousands, except share and per share data) | | [removed: 2018 | | | | 2017] [added: 2019] | | | | [removed: 2016] [added: 2018] | | |

| Revenue from operations | | $ | [removed: 4,043,695] [added: 4,109,111] | | | $ | [removed: 3,358,112] [added: 4,043,695] | | | $ | [removed: 2,991,517] [added: 3,358,112] | |

| Salaries, wages and benefits | | | [removed: 2,075,602] [added: 2,122,464] | | | | [removed: 1,802,440] [added: 2,075,602] | | | | [removed: 1,652,055] [added: 1,802,440] | |

| General supplies and expenses | | | [removed: 119,180] [added: 123,975] | | | | [removed: 107,733] [added: 119,180] | | | | [removed: 86,626] [added: 107,733] | |

| Operating taxes and licenses | | | [removed: 112,210] [added: 116,839] | | | | [removed: 99,778] [added: 112,210] | | | | [removed: 92,426] [added: 99,778] | |

| Insurance and claims | | | [removed: 44,118] [added: 52,549] | | | | [removed: 41,718] [added: 44,118] | | | | [removed: 37,861] [added: 41,718] | |

| Communications and utilities | | | [removed: 31,070] [added: 29,601] | | | | [removed: 27,754] [added: 31,070] | | | | [removed: 27,904] [added: 27,754] | |

| Depreciation and amortization | | | [removed: 230,357] [added: 253,681] | | | | [removed: 205,763] [added: 230,357] | | | | [removed: 189,867] [added: 205,763] | |

| Purchased transportation | | | [removed: 96,017] [added: 89,636] | | | | [removed: 84,747] [added: 96,017] | | | | [removed: 74,051] [added: 84,747] | |

| Income taxes payable | | | 2,847 | | | | — | |

| Operating supplies and expenses | | | 473,114 | | | | 497,476 | | | | 389,782 | |

| Net Income | | | — | | | | — | | | | — | | | | 615,518 | | | | 615,518 | |

| Share repurchases | | | (1,602 | ) | | | (160 | ) | | | — | | | | (240,800 | ) | | | (240,960 | ) |

| Cash dividends declared | | | — | | | | — | | | | — | | | | (54,584 | ) | | | (54,584 | ) |

| Reclassification of liability for modified equity awards | | | — | | | | — | | | | 64,991 | | | | — | | | | 64,991 | |

| Balance as of December 31, 2019 | | | 79,688 | | | $ | 7,969 | | | $ | 222,430 | | | $ | 2,850,318 | | | $ | 3,080,717 | |

| Net income | | $ | 615,518 | | | $ | 605,668 | | | $ | 463,774 | |

| Depreciation and amortization | | | 253,681 | | | | 230,357 | | | | 205,763 | |

| Noncash lease expense | | | 11,066 | | | | — | | | | — | |

We maintained a deductible of $2.0 million per occurrence (for any claim that occurs on or after March 30, 2019) or $1.0 million per occurrence (for any claim that occurred between March 30, 2003 and March 29, 2019) for workers’ compensation claims, and a SIR of $1.0 million per covered person paid during 2019 for group health claims.

In December 2019, we modified our employee and director phantom stock plans to permit the settlement of outstanding phantom stock awards in shares of the Company’s common stock in lieu of cash settlement.

Awards for plan participants electing to settle their awards in stock were amended and certain vesting provisions were waived.

Modified awards are accounted for as equity awards rather than liability awards under ASC Topic 718, as they are settled in common stock rather than cash.

The total compensation cost of the amended awards was remeasured on the modification date.

Any excess over the previously recognized compensation cost will be recognized on a straight-line basis over the requisite remaining period.

Compensation cost for performance-based restricted stock unit awards is recognized on a straight-line basis over the requisite service period of each award.

At the end of each reporting period, we reassess the probability of achieving performance targets and changes to our initial assessment are reflected in the reporting period in which the change in estimate occurs.

Under the 2019 Repurchase Program, which became effective upon

Our adoption of this standard resulted in the recognition of right-of-use assets and corresponding lease liabilities of $68.0 million and $69.1 million, respectively, as of January 1, 2019.

There were no material impacts to our results of operations or our cash flows.

Disclosures related to the amount, timing, and uncertainty of cash flows arising from our leases are included in Note 3.

| (In thousands) | | 2019 | | | | 2018 | | |

For periods covered under the Credit Agreement, the applicable margin on LIBOR loans and letter of credit fees were 1.000% and commitment fees were 0.100%.

The Credit Agreement replaced our previous five-year, $300.0 million senior unsecured revolving credit agreement dated as of December 15, 2015, as amended on September 9, 2016 (the “Prior Credit Agreement”).

The right-of-use assets and corresponding lease liabilities on our Balance Sheet represent payments over the lease term, which includes renewal options for certain real estate leases that we are likely to exercise.

These renewal options begin in 2020 and continue through 2033, and range from one to ten years in length.

Short-term leases, which have an initial term of 12 months or less, are not included in our right-of-use assets.

Of our total lease liabilities, $10.4 million is classified as current and is presented within “Other accrued liabilities,” and $56.1 million is classified as non-current and is presented within “Other non-current liabilities,” on our Balance Sheet as of December 31, 2019.

Our right-of-use assets totaled $65.3 million and are presented within “Other assets,” which is classified as long-term, on our Balance Sheet as of December 31, 2019.

| (In thousands) | | Lease Payments (a) | | |

| 2020 | | $ | 12,839 | |

| 2021 | | | 10,255 | |

| 2022 | | | 7,906 | |

| 2023 | | | 6,377 | |

| 2024 | | | 4,828 | |

| Thereafter | | | 43,008 | |

| Total lease payments | | $ | 85,213 | |

| Less: Imputed interest | | | (18,728 | ) |

| Total lease liabilities | | $ | 66,485 | |

| | | December 31, | | | | | | |

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

| | | Year Ended December 31, | | | | | | | | | | |

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

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

| Operating supplies and expenses | | | 491,030 | | | | 381,798 | | | | 322,997 | |

| Building and office equipment rents | | | 6,446 | | | | 7,984 | | | | 7,920 | |

| Balance as of December 31, 2015 | | | 84,412 | | | $ | 8,441 | | | $ | 134,401 | | | $ | 1,541,795 | | | $ | 1,684,637 | |

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

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

Generally, our performance obligations begin when we receive a BOL from a customer and are satisfied when we complete the delivery of a shipment and related services.

With respect to services not completed at the end of a reporting period, we use a percentage of completion method to allocate the appropriate revenue to each separate reporting period.

Under this method, we develop a factor for each uncompleted shipment by dividing the actual number of days in transit at the end of a reporting period by that shipment’s standard delivery time schedule.

This factor is applied to the total revenue for that shipment and revenue is allocated between reporting periods accordingly.

Payment terms vary by customer and are short-term in nature.

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

our revenue from operations.

We also had a SIR of $1.0 million per covered person paid during 2018 for group health claims.

The related cost for cargo loss and damage and BIPD is

In May 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers” (Topic 606).

This ASU supersedes the previous revenue recognition requirements in Accounting Standards Codification Topic 605 – Revenue Recognition.

The guidance provides a five-step analysis to determine when and how revenue is recognized and further enhances disclosure requirements.

Transition methods under ASU 2014-09 must be through (i) retrospective application to each prior reporting period presented, or (ii) modified retrospective application with a cumulative effect adjustment at the date of initial application.

Our revenue is generated from providing transportation and related services to customers in accordance with the bill of lading (“BOL”) contract, our general tariff provisions and contractual agreements.

We recognize revenue for our performance obligations under our customer contracts over time, as our customers receive the benefits of our services in accordance with ASU 2014-09.

We adopted ASU 2014-09 as of January 1, 2018 using the modified retrospective application.

The adoption of this standard did not have a material impact on how we recognize revenue or to our financial position, results of operations or cash flows.

Our adoption of this standard is expected to result in the recognition of a right-of-use asset and a lease liability on our Balance Sheet of between $65 million and $70 million, with an immaterial impact, if any, on our Statement of Operations; however, our estimate is subject to change as we finalize our implementation.

We are also implementing enhanced internal controls to comply with the reporting and disclosure requirements of the standard.

| Total long-term debt | | | 45,000 | | | | 95,000 | |

Our unsecured senior note agreement called for a scheduled principal payment of $50.0 million, which was paid on January 3, 2018.

Interest rates on the January 3, 2018 and January 3, 2021 scheduled principal payments were 4.00% and 4.79%, respectively.

The effective average interest rate on our outstanding senior note agreement was 4.79% and 4.37% at December 31, 2018 and 2017, respectively.

The Credit Agreement originally provided

On September 9, 2016, we exercised a portion of the accordion feature and entered into an amendment to the Credit Agreement to increase the aggregate commitments from existing lenders by $50.0 million to an aggregate of $300.0 million.

As of December 31, 2018, our only long-term debt was $45 million, which will mature in 2021.

| (In thousands) | | Total | | |

| 2019 | | $ | 12,502 | |

| 2020 | | | 12,162 | |

| 2021 | | | 11,398 | |

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: 2018] [added: 2019] based on the framework in [removed: Internal] [added: *Internal] Control – Integrated [removed: Framework] [added: 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: 2018,] [added: 2019,] based on our evaluation under the 2013 Framework.

The effectiveness of our internal control over financial reporting as of December 31, [removed: 2018] [added: 2019] has been audited by Ernst & Young LLP, an independent registered public accounting firm, as stated in its report dated February [removed: 27, 2019,] [added: 26, 2020,] which is included herein.

[removed: Report] [added: Report] of Independent Registered Public Accounting [removed: Firm][added: Firm]

We have audited Old Dominion Freight Line, Inc.’s internal control over financial reporting as of December 31, [removed: 2018,] [added: 2019,] based on criteria established in Internal [removed: Control-Integrated] [added: Control—Integrated] Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).

In our opinion, Old Dominion Freight Line, Inc. (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2018,] [added: 2019,] based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the balance sheets of the Company as of December 31, [removed: 2018] [added: 2019] and [removed: 2017,] [added: 2018,] the related statements of operations, changes in shareholders’ equity and cash flows for each of the three years in the period ended December 31, [removed: 2018,] [added: 2019,] and the related notes and [added: the] financial statement schedule listed in the Index at Item 15(a)(2) and our report dated February [removed: 27, 2019] [added: 26, 2020] expressed an unqualified opinion thereon.

February 26, 2020

February 27, 2019

The information required by Item 10 of Form 10-K will appear in the Company’s proxy statement for its [removed: 2019] [added: 2020] Annual Meeting of Shareholders under the captions “Proposal 1 – Election of Directors,” “Executive Officers,” [removed: “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: 2019] [added: 2020] 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: 2019] [added: 2020] 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: 2019] [added: 2020] 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: 2019] [added: 2020] 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: 2018] [added: 2019] and December 31, [removed: 2017][added: 2018]

Statements of Operations – Years ended December 31, [removed: 2018,] [added: 2019,] December 31, [removed: 2017] [added: 2018] and December 31, [removed: 2016][added: 2017]

Statements of Changes in Shareholders’ Equity – Years ended December 31, [removed: 2018,] [added: 2019,] December 31, [removed: 2017] [added: 2018] and December 31, [removed: 2016][added: 2017]

Statements of Cash Flows – Years ended December 31, [removed: 2018,] [added: 2019,] December 31, [removed: 2017] [added: 2018] and December 31, [removed: 2016][added: 2017]

| 2019 | | $ | 3,632 | | | $ | 2,113 | | | $ | 2,248 | | | $ | 3,497 | |

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

FOR YEAR ENDED DECEMBER 31, [removed: 2018][added: 2019]

| [removed: 10.18.10*] [added: 10.21.1*] | | [Old Dominion Freight Line, Inc. [removed: Non-Executive Director Compensation Structure, effective] [added: Performance Incentive Plan (As Amended and Restated Through] January [removed: 1, 2016] [added: 30, 2019)] (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, [removed: 2015,] [added: 2018,] filed on February [removed: 29, 2016)](http://www.sec.gov/Archives/edgar/data/878927/000087892716000055/ex-101810.htm)] [added: 27, 2019)](http://www.sec.gov/Archives/edgar/data/878927/000156459019004755/odfl-ex10211_188.htm)] |

| [removed: 10.19.5*] [added: 10.23.3*] | | [removed: [Old] [added: [Form of Old] Dominion Freight Line, Inc. [removed: Change of Control Severance] [added: 2016 Stock Incentive] Plan [removed: for Key Executives, effective as of January 1, 2009] [added: Restricted Stock Unit Agreement (Performance-Based) (Employees)] (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, [removed: 2008,] [added: 2018,] filed on [removed: March 2, 2009)](http://www.sec.gov/Archives/edgar/data/878927/000119312509042346/dex10195.htm)] [added: February 27, 2019)](http://www.sec.gov/Archives/edgar/data/878927/000156459019004755/odfl-ex10233_187.htm)] |

| [removed: 10.21.1*] [added: 10.18.12*] | | [Old Dominion Freight Line, Inc. [removed: Performance Incentive] [added: Director Phantom Stock] Plan (As Amended and Restated Through [removed: January 30, 2019)](https://www.sec.gov/Archives/edgar/data/878927/000156459019004755/odfl-ex10211_188.htm)] [added: December 16, 2019)](https://www.sec.gov/Archives/edgar/data/878927/000156459020006626/odfl-ex101812_121.htm)] |

| 23.1 | | [Consent of Ernst & Young [removed: LLP](https://www.sec.gov/Archives/edgar/data/878927/000156459019004755/odfl-ex231_16.htm)] [added: LLP](https://www.sec.gov/Archives/edgar/data/878927/000156459020006626/odfl-ex231_10.htm)] |

| 31.1 | | [Certification Pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/878927/000156459019004755/odfl-ex311_13.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/878927/000156459020006626/odfl-ex311_11.htm)] |

| 31.2 | | [Certification Pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/878927/000156459019004755/odfl-ex312_12.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/878927/000156459020006626/odfl-ex312_7.htm)] |

| 32.1 | | [Certification Pursuant to 18 U.S.C Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/878927/000156459019004755/odfl-ex321_15.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/878927/000156459020006626/odfl-ex321_6.htm)] |

| 32.2 | | [Certification Pursuant to 18 U.S.C Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/878927/000156459019004755/odfl-ex322_14.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/878927/000156459020006626/odfl-ex322_8.htm)] |

| 101 | | The following financial information from our Annual Report on Form 10-K for the year ended December 31, [removed: 2018,] [added: 2019,] filed on February [removed: 27, 2019,] [added: 26, 2020,] formatted in [removed: XBRL (eXtensible] [added: iXBRL (Inline eXtensible] Business Reporting Language) includes: (i) the Balance Sheets at December 31, [removed: 2018] [added: 2019] and [removed: 2017,] [added: 2018,] (ii) the Statements of Operations for the years ended December 31, [removed: 2018, 2017] [added: 2019, 2018] and [removed: 2016,] [added: 2017,] (iii) the Statements of Changes in Shareholders’ Equity for the years ended December 31, [removed: 2018, 2017] [added: 2019, 2018] and [removed: 2016,] [added: 2017,] (iv) the Statements of Cash Flows for the years ended December 31, [removed: 2018, 2017] [added: 2019, 2018] and [removed: 2016,] [added: 2017,] and (v) the Notes to the Financial Statements |

| Dated: | February [removed: 27, 2019] [added: 26, 2020] | | By: | /s/ GREG C. GANTT |

| /s/ EARL E. CONGDON | | Senior Executive Chairman of the Board of Directors | | February [removed: 27, 2019] [added: 26, 2020] |

| /s/ DAVID S. CONGDON | | Executive Chairman of the Board of Directors | | February [removed: 27, 2019] [added: 26, 2020] |

| /s/ SHERRY A. AAHOLM | | Director | | February [removed: 27, 2019] [added: 26, 2020] |

| /s/ JOHN R. CONGDON, JR. | | Director | | February [removed: 27, 2019] [added: 26, 2020] |

| /s/ BRADLEY R. GABOSCH | | Director | | February [removed: 27, 2019] [added: 26, 2020] |

| /s/ PATRICK D. HANLEY | | Director | | February [removed: 27, 2019] [added: 26, 2020] |

| /s/ JOHN D. KASARDA | | Director | | February [removed: 27, 2019] [added: 26, 2020] |

| /s/ LEO H. SUGGS | | Director | | February [removed: 27, 2019] [added: 26, 2020] |

| /s/ D. MICHAEL WRAY | | Director | | February [removed: 27, 2019] [added: 26, 2020] |

| /s/ GREG C. GANTT | | President, Chief Executive Officer and Director | | February [removed: 27, 2019] [added: 26, 2020] |

| /s/ ADAM N. SATTERFIELD | | Senior Vice President – Finance, | | February [removed: 27, 2019] [added: 26, 2020] |

| /s/ KIMBERLY S. MAREADY | | Vice President – Accounting and Finance | | February [removed: 27, 2019] [added: 26, 2020] |

| 4.14 | | [Second Amended and Restated Credit Agreement, dated November 21, 2019, among Old Dominion Freight Line, Inc., Wells Fargo Bank, National Association, as Administrative Agent, and the Lenders named therein (Incorporated by reference to the exhibit of the same number contained in the Company’s Current Report on Form 8-K filed on November 21, 2019)](http://www.sec.gov/Archives/edgar/data/878927/000156459019044074/odfl-ex414_53.htm) |

| 4.15 | | [Description of Common Stock](https://www.sec.gov/Archives/edgar/data/878927/000156459020006626/odfl-ex415_266.htm) |

| 10.18.13* | | [Amendment to Old Dominion Freight Line, Inc. Director Phantom Stock Award Agreement (under the Old Dominion Freight Line, Inc. Director Phantom Stock Plan (As Amended and Restated Through December 16, 2019))](https://www.sec.gov/Archives/edgar/data/878927/000156459020006626/odfl-ex101813_122.htm) |

| 10.18.14* | | [Old Dominion Freight Line, Inc. Non-Employee Director Compensation Structure, effective as of the 2020 Annual Meeting of Shareholders](https://www.sec.gov/Archives/edgar/data/878927/000156459020006626/odfl-ex101814_265.htm) |

| 10.19.13* | | [Old Dominion Freight Line, Inc. Phantom Stock Plan (As Amended and Restated Through December 16, 2019) (Incorporated by reference to the exhibit of the same number contained in the Company’s Current Report on Form 8-K filed on December 19, 2019)](http://www.sec.gov/Archives/edgar/data/878927/000156459019046352/odfl-ex101913_121.htm) |

| 10.19.14* | | [Amendment to Old Dominion Freight Line, Inc. Phantom Stock Award Agreement (under the Old Dominion Freight Line, Inc. Phantom Stock Plan (As Amended and Restated Through December 16, 2019)) (Incorporated by reference to the exhibit of the same number contained in the Company’s Current Report on Form 8-K filed on December 19, 2019)](http://www.sec.gov/Archives/edgar/data/878927/000156459019046352/odfl-ex101914_120.htm) |

| 10.19.15* | | [Old Dominion Freight Line, Inc. 2012 Phantom Stock Plan (As Amended and Restated Through December 16, 2019) (Incorporated by reference to the exhibit of the same number contained in the Company’s Current Report on Form 8-K filed on December 19, 2019)](http://www.sec.gov/Archives/edgar/data/878927/000156459019046352/odfl-ex101915_177.htm) |

| 10.19.16* | | [Amendment to Old Dominion Freight Line, Inc. Phantom Stock Award Agreement (under the Old Dominion Freight Line, Inc. 2012 Phantom Stock Plan (As Amended and Restated Through December 16, 2019)) (Incorporated by reference to the exhibit of the same number contained in the Company’s Current Report on Form 8-K filed on December 19, 2019)](http://www.sec.gov/Archives/edgar/data/878927/000156459019046352/odfl-ex101916_118.htm) |

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| Exhibit No. | | Description |

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| 104 | | The cover page from our Annual Report on Form 10-K for the year ended December 31, 2019, formatted in iXBRL |

| 10.23.3* | | [Form of Old Dominion Freight Line, Inc. 2016 Stock Incentive Plan Restricted Stock Unit Agreement (Performance-Based) (Employees)](https://www.sec.gov/Archives/edgar/data/878927/000156459019004755/odfl-ex10233_187.htm) |