Old Dominion Freight Line (ODFL) 10-K risk factor changes: FY2020 vs FY2019

| | • | we compete with other transportation service providers of varying sizes, some of which may have more equipment, a broader global [removed: network,] [added: network and brand recognition,] a wider range of services, more fully developed information technology systems, greater capital resources or other competitive advantages; |

If we are unable to effectively compete with other LTL carriers, whether on the basis of price, [removed: service] [added: service, brand recognition] or otherwise, we may be unable to retain existing customers or attract new customers, either of which could have a material adverse effect on our business, financial condition and results of operations.

[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.]

Our growth strategy includes increasing the volume of freight moving through our existing service center [removed: network,] [added: network and] selectively expanding our capacity [removed: and broadening] [added: in] the [removed: scope of our service offerings.][added: United States through market share gains.]

In connection with our growth strategy, at various times, we have [added: consistently] expanded and upgraded service centers, purchased additional equipment and increased our sales and marketing efforts, and we expect to continue to do so.

[removed: We] [added: We] may be unable to successfully consummate and integrate acquisitions as part of our growth [removed: strategy.][added: 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, [removed: which 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.

Customers adversely impacted by changes in U.S. trade policies or otherwise encountering adverse economic [removed: conditions] [added: conditions, including as a result of the COVID-19 pandemic,] may be unable to obtain additional financing or financing under acceptable terms.

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

Our suppliers’ business levels also may be negatively affected by adverse economic conditions and changes in the political and regulatory environment, both in the U.S. and internationally, or financial constraints, [added: including as a result of the COVID-19 pandemic,] which could lead to disruptions in the supply and availability of equipment, parts and services critical to our operations.

We do, however, have a number of customers whose demand for our services is tied to U.S. industrial [removed: production] [added: production, or the broader domestic economy,] 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 [removed: factors.][added: factors, such as the slowdown in the domestic economy associated with the COVID-19 pandemic.]

Recently, there has been intense competition for qualified drivers in the transportation [removed: industry, due to] [added: industry resulting from] a shortage of drivers.

As a result, we [added: have faced, and] may [removed: face] [added: continue to face,] difficulty maintaining or increasing our number of drivers.

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 [removed: could] [added: has made it more difficult, and may continue to] make it more [removed: difficult] [added: difficult,] to attract and retain skilled technicians.

[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 exposed to [removed: claims] [added: a variety of claims, including but not limited to those] related to cargo loss and damage, property damage, personal injury, workers’ [removed: compensation, group health] [added: compensation] and [removed: group dental.][added: healthcare.]

We have insurance coverage with third-party insurance carriers, but we assume a significant portion of the risk associated with these claims due to our [removed: SIRs] [added: self-insured retentions] and deductibles.

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

In addition, insurance companies generally require us to collateralize our [removed: SIR] [added: self-insured retention] or deductible levels.

Healthcare legislation may increase our costs [added: for employee healthcare] and [added: benefits and] reduce our future profitability.

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

[removed: We] [added: As further described in Part II, Item 7 of this Annual Report on Form 10-K, we] generally finance our capital expenditures and planned growth with existing cash, cash flow from operations, issuance of debt [added: (including pursuant to our note purchase] and [added: private shelf agreement) and] through available borrowings under our existing senior unsecured credit agreement.

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

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

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

[removed: We] [added: We] may be adversely affected by legal, regulatory, or market responses to climate change [removed: concerns.][added: concerns.]

Due to increased consideration, there could be an increase in regulation from federal, state and local governments [removed: on] [added: related to our carbon footprint, including with respect to] vehicle engine emissions.

This focus may result in new legislation or customer requirements, such as limits on vehicle weight and [removed: size.][added: size or energy source.]

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

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

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

Our revenue and operating margins in the first and fourth quarters are typically lower than those during the second and third quarters due to reduced shipments, decreased fuel efficiency, increased cold-weather related maintenance costs of revenue equipment, and increased insurance and claims costs during the winter [removed: months.][added: months; however, the effects of the COVID-19 pandemic on the domestic economy has impacted, and may continue to impact, our normal seasonal trends.]

Harsh winter weather or natural disasters, [removed: such as] [added: including but not limited to] hurricanes, tornadoes, floods, fires, earthquakes and storms can also adversely impact our performance by disrupting freight shipments or routes, destroying our assets, disrupting fuel supplies, increasing fuel costs, increasing maintenance costs, reducing demand and negatively impacting the business or financial condition of our customers, any of which could harm our results of operations or make our results of operations more volatile.

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 affected.

It is critical that the data processed by these systems [removed: remain] [added: remains] confidential, as it often includes competitive customer information, confidential customer [removed: credit card] [added: payment] and transaction [removed: data,] [added: information,] employee records and key financial and operational results and statistics.

Furthermore, any failure to comply with data privacy, security or other laws and regulations, such as the California Consumer Privacy [removed: Act, which took effect] [added: Act and similar laws] in [removed: January 2020,] [added: the United States, at both the federal and state level,] 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.]

If we are unable to invest in and enhance 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 new, enhanced or modernized systems, our results of operations and financial condition could be adversely [removed: affected.]

An investment in our common stock involves a variety of risks and uncertainties.

The following describes some of the material risks that could adversely affect our business, financial condition, operating results or cash flows.

We may also be adversely impacted by other risks not presently known to us or that we currently consider immaterial.

Risks Related to our Business and Operations

We face various risks related to health epidemics, pandemics and similar outbreaks that have had, and may continue to have, adverse effects on our business, results of operations and financial condition.

The novel coronavirus (COVID-19) pandemic and the related changes in the economic and political conditions in markets in which we operate have had adverse impacts on our business, results of operations and financial condition, and on those of our customers and suppliers, and these adverse impacts may continue.

These impacts and potential impacts include, among other things, significant reductions or volatility in demand for our services, inability of our customers to pay for our services, and failure of our suppliers or third-party service providers to meet their obligations to us.

We may also experience capacity constraints in one or more geographic areas if a significant number of our employees in any such region are affected by COVID-19.

Furthermore, COVID-19 has impacted and may further impact the global economy, including negatively impacting the proper functioning of financial and capital markets and interest rates, which has impacted the cost of capital and has limited access to capital.

As the COVID-19 pandemic continues to adversely affect our business, results of operations and financial condition, it has heightened, and will likely continue to heighten, other risks to which we are subject, including those related to economic downturns, customer/supplier/vendor operations, changes in political and regulatory conditions, liquidity, and industry pricing environment stability, as described in further detail in other risk factors.

Despite our efforts to manage our exposure to these risks, the ultimate impact of COVID-19 and similar outbreaks depends on factors beyond our knowledge or control, including the duration and severity of any outbreak and governmental/social actions taken to contain its spread and mitigate its public health impact.

Finally, unfavorable publicity about us or our employees, particularly given the current environment of instantaneous communication and social media outlets, could damage our reputation and result in these customers reducing their demand for our services.

Coverage also may not be procured or be unavailable for certain claims.

We are also unable to

Risks Related to our Industry

Risks Related to Labor Matters

Risks Related to Cybersecurity and Technology Matters

affected.

Risks Related to Legal and Regulatory Matters

Finally, given the increasing focus on ESG matters by the investor community, if shareholders were to express dissatisfaction with our policies or efforts with respect to climate change, sustainability or similar matters, there could be a negative impact on our stock price, and we could also suffer reputational harm.

Risks Related to Owning our Common Stock

our Board of Directors.

| | • | the extent of the impact and the duration of the COVID-19 pandemic; |

| | • | investor sentiment with respect to our policies or efforts on ESG matters; |

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

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

Various factors exist that could cause our actual results to differ materially from those projected in any forward-looking statement.

In addition to the factors discussed elsewhere in this report, we believe the following are some of the important risks and uncertainties that could materially affect our business, financial condition or results of operations:

material adverse effect on our operating results.

water.

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.

Our financial results may be adversely impacted by potential future changes in accounting practices.

Future changes in accounting standards or practices, and related legal and regulatory interpretations of those changes, may adversely impact public companies in general, the transportation industry or our operations specifically.

New accounting standards or requirements could change the way we record revenues, expenses, assets and/or liabilities or could be costly to implement.

These types of regulations could have a negative impact on our financial position, liquidity, results of operations and/or access to capital.

Damage to our reputation through unfavorable publicity could adversely affect our financial condition.

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

In the current environment of instantaneous communication and social media outlets, the quick and broad dissemination of information through media sources could cause damaging information about us, whether accurate or not, to be broadly publicized.

Unfavorable publicity about us or our employees could damage our reputation and the value of the Old Dominion brand and may result in a reduction in demand for our services or the loss of customers.

Our reputation could also be impacted by negative perceptions or publicity regarding ESG issues or cybersecurity and data privacy concerns.

Any unfavorable publicity and resulting erosion of trust and confidence could make it difficult for us to attract and retain customers and employees or require us to allocate significant resources to the rebuilding of our reputation and brand, any of which could have a material adverse effect on our business, financial condition and results of operations.

If we raise additional capital in the future, your ownership in us could be diluted.

Any issuance of equity we may undertake in the future to raise additional capital could cause the price of our common stock to decline, or require us to issue shares at a price that is lower than that paid by holders of our common stock in the past, which would result in those newly issued shares being dilutive.

If we obtain funds through a credit facility or through the issuance of debt or preferred securities, these obligations and securities would likely have rights senior to your rights as a common shareholder, which could impair the value of our common stock.

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

We [removed: are a leading, less-than-truckload (“LTL”), union-free motor carrier providing] [added: provide] regional, inter-regional and national LTL services through a single [removed: integrated] [added: integrated, union-free] organization.

More than [removed: 97%] [added: 98%] of our revenue has historically been derived from transporting LTL shipments for our customers, whose demand for our services is generally tied to industrial production and the overall health of the U.S. domestic economy.

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

| Revenue from operations | | | 100.0 | % | | | 100.0 | % | [removed: | | 100.0 | % |]

| Operating expenses: | | | | | | | | | [removed: | | | |]

| Salaries, wages and benefits | | | [removed: 51.7 | | | | 51.3] [added: 51.2] | | | | [removed: 53.7] [added: 51.7] | |

| Operating supplies and expenses | | | [removed: 11.5 | | | | 12.3] [added: 9.3] | | | | [removed: 11.6] [added: 11.5] | |

| General supplies and expenses | | | [removed: 3.0 | | | | 2.9] [added: 2.7] | | | | [removed: 3.2] [added: 3.0] | |

| Operating taxes and licenses | | | [removed: 2.8] [added: 2.9] | | | | 2.8 | | [removed: | | 3.0 | |]

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

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

| Depreciation and amortization | | | [removed: 6.2 | | | | 5.7] [added: 6.5] | | | | 6.2 | |

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

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

| Total operating expenses | | | [removed: 80.1 | | | | 79.8] [added: 77.4] | | | | [removed: 82.9] [added: 80.1] | |

| Operating income | | | [removed: 19.9 | | | | 20.2] [added: 22.6] | | | | [removed: 17.1] [added: 19.9] | |

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

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

| Income before income taxes | | | [removed: 20.1 | | | | 20.2] [added: 22.4] | | | | [removed: 17.1] [added: 20.1] | |

| Provision for income taxes | | | [removed: 5.1 | | | | 5.2] [added: 5.6] | | | | [removed: 3.3] [added: 5.1] | |

| Net income | | | [removed: 15.0] [added: 16.8] | % | | | 15.0 | % | [removed: | | 13.8 | % |]

Key financial and operating metrics for [removed: 2019] [added: 2020] and [removed: 2018] [added: 2019] are presented below:

| | | [removed: 2019] [added: 2020] | | | | [removed: 2018] [added: 2019] | | | | Change | | | | % Change | | |

| Work days | | | [removed: 253] [added: 254] | | | | 253 | | | | [removed: —] [added: 1.0] | | | | [removed: —] [added: 0.4] | |

| Operating ratio | | | [removed: 80.1] [added: 77.4] | % | | | [removed: 79.8] [added: 80.1] | % | | | | | | | | |

| LTL tons *(in thousands)* | | | [removed: 8,964] [added: 8,770] | | | | [removed: 9,379] [added: 8,964] | | | | [removed: (415] [added: (194] | ) | | | [removed: (4.4] [added: (2.2] | ) |

| LTL shipments *(in thousands)* | | | [removed: 11,491] [added: 10,869] | | | | [removed: 11,748] [added: 11,491] | | | | [removed: (257] [added: (622] | ) | | | [removed: (2.2] [added: (5.4] | ) |

| LTL weight per shipment *(lbs.)* | | | [removed: 1,560] [added: 1,614] | | | | [removed: 1,597] [added: 1,560] | | | | [removed: (37] [added: 54] | [removed: )] | | | [removed: (2.3] [added: 3.5] | [removed: )] |

| LTL revenue per hundredweight | | $ | [removed: 22.64] [added: 22.62] | | | $ | [removed: 21.25] [added: 22.64] | | | $ | [removed: 1.39] [added: (0.02] | [added: )] | | | [removed: 6.5] [added: (0.1] | [added: )] |

| LTL revenue per shipment | | $ | [removed: 353.18] [added: 364.94] | | | $ | [removed: 339.35] [added: 353.18] | | | $ | [removed: 13.83] [added: 11.76] | | | | [removed: 4.1] [added: 3.3] | |

| LTL revenue per intercity mile [removed: (1)] | | $ | [removed: 6.30] [added: 6.42] | | | $ | [removed: 5.99] [added: 6.30] | | | $ | [removed: 0.31] [added: 0.12] | | | | [removed: 5.2] [added: 1.9] | |

| LTL intercity miles *(in thousands)* [removed: (1)] | | | [removed: 644,287] [added: 617,805] | | | | [removed: 665,697] [added: 644,287] | | | | [removed: (21,410] [added: (26,482] | ) | | | [removed: (3.2] [added: (4.1] | ) |

| Average length of haul *(miles)* | | | [removed: 917] [added: 925] | | | | [removed: 918] [added: 917] | | | | [removed: (1] [added: 8] | [removed: )] | | | [removed: (0.1] [added: 0.9] | [removed: )] |

Our LTL revenue and yield were negatively impacted by a decrease in fuel surcharges [removed: in 2019] that resulted from a [removed: decrease] [added: significant decline] in the average price of diesel [removed: fuel.][added: fuel for the comparable periods.]

[removed: Excluding fuel surcharges,] LTL revenue per [removed: hundredweight] [added: hundredweight, excluding fuel surcharges,] increased [removed: 7.3% to $19.72 in 2019] [added: 4.1% as] compared to [removed: 2018.][added: the same month last year.]

As a percent of revenue, fuel surcharges decreased to [removed: 12.7%] [added: 10.5%] in [removed: 2019] [added: 2020] as compared to [removed: 13.3%] [added: 12.7%] in [removed: 2018.][added: 2019.]

January [removed: 2020] [added: 2021] Update

Revenue per day increased [removed: 0.2%] [added: 14.6%] in January [removed: 2020] [added: 2021] compared to the same month last year.

LTL tons per day [removed: decreased 3.6%,] [added: increased 11.9%,] due primarily to a [removed: 2.5% decrease] [added: 7.0% increase] in LTL shipments per day and a [removed: 1.1% decrease] [added: 4.6% increase] in LTL weight per shipment.

LTL revenue per hundredweight increased [removed: approximately 4.2%] [added: 2.2%] as compared to the same month last year.

This Management’s Discussion and Analysis of Financial Condition and Results of Operations generally discusses our 2020 and 2019 results and year-to-year comparisons between 2020 and 2019.

Discussions of our 2018 results and year-to-year comparisons between 2019 and 2018 that are not included in this Annual Report on Form 10-K can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2019, which was filed with the Securities and Exchange Commission on February 26, 2020.

We are one of the largest North American less-than-truckload (“LTL”) motor carriers.

| | • | *LTL Revenue Per Shipment* - This measurement is primarily determined by the three metrics listed above and is used in conjunction with the number of LTL shipments we receive to evaluate LTL revenue. |

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

The fuel surcharge is generally designed to offset fluctuations in the cost of our

| | | 2020 | | | | 2019 | | |

| Revenue *(in thousands)* | | $ | 4,015,129 | | | $ | 4,109,111 | | | $ | (93,982 | ) | | | (2.3 | ) |

| Net income *(in thousands)* | | $ | 672,682 | | | $ | 615,518 | | | $ | 57,164 | | | | 9.3 | |

| Diluted earnings per share | | $ | 5.68 | | | $ | 5.10 | | | $ | 0.58 | | | | 11.4 | |

Despite the difficult operating conditions created by the COVID-19 pandemic, our financial results for 2020 include Company records for profitability and diluted earnings per share.

While our annual revenue decreased slightly as a result of a decrease in our volumes, our LTL revenue per hundredweight increased as we maintained our price discipline throughout the year.

The increase in

our yields along with the increase in productivity allowed us to improve our variable operating costs as a percent of revenue.

We also improved our overhead costs as a percent of revenue due to our control over discretionary spending during the year.

These factors contributed to the 270 basis point improvement in our operating ratio resulting in a new Company record of 77.4% for the year.

As a result, our net income and diluted earnings per share increased 9.3% and 11.4%, respectively, in 2020 as compared to 2019.

Revenue decreased $94.0 million, or 2.3%, in 2020 compared to 2019.

This decline reflects a decrease in LTL tons and a slight decline in our LTL revenue per hundredweight when compared with 2019.

The decrease in LTL tons in 2020 was primarily attributable to a decline in shipments that was partially offset by an increase in our LTL weight per shipment.

The decrease in LTL shipments was driven by the impact of a slowdown in the domestic economy associated with the COVID-19 pandemic, primarily during the second quarter of 2020.

LTL revenue per hundredweight decreased 0.1% in 2020 compared to 2019.

The slight decrease in LTL revenue per hundredweight also includes the adverse impact of the increase in our LTL weight per shipment on this metric.

Excluding fuel surcharges, LTL revenue per hundredweight increased 2.5% in 2020 compared to 2019 as a result of the ongoing commitment to our yield management strategy, which is supported by our best-in-class service to customers.

Salaries, wages and benefits decreased $68.6 million, or 3.2%, in 2020 as compared to 2019, due to a $21.2 million decrease in the costs attributable to salaries and wages and a $47.4 million decrease in benefits costs.

These decreases were partially offset by the impact of annual wage increases provided to our employees at the beginning of both September of 2019 and 2020 and two special bonuses provided to eligible employees during 2020 in recognition of their outstanding service to our customers during the COVID-19 pandemic.

Our average number of active full-time employees decreased 1,530, or 7.4%, as compared to 2019 as we aligned our headcount with shipment volume trends.

While our productive labor costs as a percentage of revenue were negatively impacted by the deleveraging effect of lower fuel surcharges, we increased the efficiency of our operations with improvements in our linehaul laden load average, P&D shipments and stops per hour and platform pounds and shipments per hour as compared to 2019.

Employee benefit costs decreased $47.4 million in 2020 as compared to 2019, due primarily to a reduction in expense related to our phantom stock plans, which were amended in the fourth quarter of 2019 to allow the awards to be settled in stock and limit our ongoing benefits expense in future periods.

Our employee benefit costs were also lower due to a reduction in group health and dental and workers’ compensation resulting from a decrease in employee headcount and fewer claims per employee during 2020.

We believe our active full-time employee count will increase as we continue to hire employees to balance our workforce with growing demand and shipment trends.

Although we intend to hire additional employees in 2021 to further increase the capacity of our workforce, we expect to continue to purchase supplemental transportation until the capacity of our team can fully support our anticipated growth.

Our average cost per gallon of diesel fuel decreased 31.8% in 2020 as compared to 2019.

market price fluctuations.

General supplies and expenses decreased $13.7 million, or 11.0%, in 2020 as compared to 2019, due primarily to lower advertising and marketing costs as we controlled our discretionary spending.

We also benefited from lower travel-related expenses, due to travel restrictions imposed during the COVID-19 pandemic.

While we will continue our discipline in controlling discretionary spending in 2021, we anticipate that certain costs that were reduced in 2020 will be restored in future periods.

Depreciation and amortization increased $7.6 million, or 3.0%, in 2020 as compared to 2019.

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

The changes in cash flows used in investing activities during 2020 as compared to 2019 was primarily due to purchases of short-term investments in 2020, partially offset by a reduction in capital expenditures as compared to 2019.

| | | 2019 | | | | 2018 | | | | 2017 | | |

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

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 Compared to 2018

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

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

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

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

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

*Revenue*

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.

The reduction in LTL tons during 2019 resulted from decreases in both LTL weight per shipment and LTL shipments.

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.

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

Operating Costs and Other Expenses

Salaries, wages and benefits increased $46.9 million, or 2.3%, in 2019 as compared to 2018, due primarily to a $45.5 million increase in employee benefit costs.

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.

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.

The decrease in our diesel fuel costs, excluding fuel taxes, was due primarily to an 8.0% decrease in our average cost per gallon of diesel fuel during 2019.

Depreciation and amortization increased $23.3 million, or 10.1%, in 2019 as compared to 2018, due primarily to the assets acquired as part of our 2018 and 2019 capital expenditure programs.

These costs increased as a percent of revenue in 2019 due to the loss of leverage associated with the decrease in volumes and a capital expenditure plan for equipment that anticipated more business growth.

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

Our effective tax rate generally exceeds the federal statutory rate due to the impact of state taxes and, to a lesser extent, certain other non-deductible items.

2018 Compared to 2017

Key financial and operating metrics for 2018 and 2017 are presented below:

| | | 2018 | | | | 2017 | | | | Change | | | | % Change | | |

| Revenue *(in thousands)* | | $ | 4,043,695 | | | $ | 3,358,112 | | | $ | 685,583 | | | | 20.4 | |

| Operating ratio | | | 79.8 | % | | | 82.9 | % | | | | | | | | |

| Net income *(in thousands)* | | $ | 605,668 | | | $ | 463,774 | | | $ | 141,894 | | | | 30.6 | |

We are exposed to market risk for investments relating to [added: certain assets held within the] Company-owned life insurance contracts on certain current and former employees.

The cash surrender value [removed: for variable life insurance contracts was $56.7 million of the $59.0 million, and $45.7 million of the $47.7 million, of aggregate cash surrender values for all] [added: in] life insurance contracts included on our Balance Sheets at December 31, [added: 2020 and] 2019 [added: was $65.4 million] and [removed: 2018,] [added: $59.0 million,] 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: 2019.][added: 2020.]

A 10% change in market value would have caused a [removed: $5.7] [added: $5.1] million and a [removed: $4.6] [added: $5.7] million impact on our pre-tax income in [removed: 2019] [added: 2020] and [removed: 2018,] [added: 2019,] respectively.

For further discussion related to these risks, see Notes [added: 1,] 2 and [removed: 8] [added: 9] 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 also exposed to interest rate risk on our short-term investments.

We maintain an investment portfolio principally composed of certificates of deposit, U.S. government securities, and commercial paper.

At December 31, 2020, these investments totaled $330.3 million.

These fixed rate securities are subject to interest rate risk, as sharp increases in market interest rates could have an adverse impact on their fair value.

Although the fair values of these instruments can fluctuate, we believe that the short-term, highly liquid nature of these debt securities, and our ability to hold these instruments to maturity, reduces our risk for potential material losses.

A hypothetical 100 basis point change in market interest rates at December 31, 2020 would have had an immaterial impact on the fair value of these investments.

The portion of underlying investments with exposure to market fluctuations was $51.2 million and $56.7 million at December 31, 2020 and 2019, respectively.

The underlying investments in our variable life insurance contracts expose us to market fluctuations.

We [removed: are a leading, less-than-truckload (“LTL”), union-free motor carrier providing] [added: provide] regional, inter-regional and national LTL services through a single [removed: integrated] [added: integrated, union-free] organization.

More than [removed: 97%] [added: 98%] of our revenue has historically been derived from transporting LTL shipments for our customers, whose demand for our services is generally tied to industrial production and the overall health of the U.S. domestic economy.

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

[removed: We] [added: In addition to numerous service center renovations, expansions, and relocations of existing service centers, we] opened [removed: 14] [added: 8, 19] and [removed: 26] [added: 31] new service centers over the past [added: one,] five and ten years, respectively, for a total of [removed: 236] [added: 244] service centers at December 31, [removed: 2019.][added: 2020.]

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

[removed: Based on 2018 revenue as reported in *Transport Topics*, the] [added: The] largest [removed: 10] [added: 5] and [removed: 25] [added: 10] LTL motor carriers accounted for approximately [removed: 55%] [added: 56%] and [removed: 66%,] [added: 80%,] respectively, of the [removed: total] LTL [removed: market.][added: market in 2019.]

We believe consolidation in our industry will continue due to [added: increased] customer demand for transportation providers offering both [removed: national and] regional [removed: LTL] [added: and national service] as well as other complementary value-added services.

We believe we are able to gain market share by expanding our capacity [added: in the United States] and providing high-quality service at a fair price.

Throughout our organization, we continuously seek to improve customer service [removed: by] [added: by, among other things,] maximizing on-time performance and minimizing cargo claims.

At December 31, [removed: 2019,] [added: 2020,] we operated [removed: 236] [added: 244] service center locations, of which we owned [removed: 205] [added: 217] and leased [removed: 31.][added: 27.]

Our network includes [removed: ten] [added: nine] major breakbulk facilities located in [removed: Rialto, California;] Atlanta, Georgia; Columbus, Ohio; Indianapolis, Indiana; Greensboro, North Carolina; Harrisburg, Pennsylvania; Memphis and Morristown, Tennessee; Dallas, Texas; and Salt Lake City, Utah, while using various other service centers for additional limited breakbulk activity in order to serve our next-day markets.

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

The use of twin 28-foot trailers permits us to transport freight directly from its point of origin to destination with minimal unloading and reloading, which also reduces [added: our exposure to potential] cargo loss and damage expenses.

At December 31, [removed: 2019,] [added: 2020,] we owned [removed: 9,296] [added: 9,288] tractors.

The table below reflects, as of December 31, [removed: 2019,] [added: 2020,] the average age of our tractors and trailers:

We believe there is sufficient capacity among suppliers to [added: help] ensure an uninterrupted supply of equipment to support our operations.

The table below sets forth our capital expenditures for tractors and trailers for the years ended December 31, [removed: 2019, 2018] [added: 2020] and [removed: 2017.][added: 2019.]

| | | Year Ended December 31, | | | | | | | [removed: | | | |]

| (In thousands) | | [removed: 2019 | | | | 2018] [added: 2020] | | | | [removed: 2017] [added: 2019] | | |

| Trailers | | | [removed: 88,115 | | | | 98,835] [added: 2,151] | | | | [removed: 37,424] [added: 88,115] | |

At December 31, [removed: 2019,] [added: 2020,] we operated 42 [added: fleet] maintenance centers at strategic service center locations throughout our network.

These [added: fleet] maintenance centers are equipped to perform routine and preventive maintenance and repairs on our equipment.

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

In [removed: 2019,] [added: 2020,] our largest customer accounted for approximately [removed: 4.2%] [added: 4.7%] of our revenue and our largest 5, 10 and 20 customers accounted for [removed: 14.6%, 20.1%] [added: 15.1%, 21.8%] and [removed: 27.3%] [added: 29.7%] of our revenue, respectively.

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

We utilize an integrated freight-costing system to determine the price level at which a particular [removed: shipment of] freight [added: shipment] will be profitable.

[removed: Customers generally solicit bids for relatively large] numbers of shipments for a period of one to two years and typically choose to enter into contractual arrangements with a limited number of motor carriers based upon price and service.

[removed: Seasonality][added: Seasonality]

Our revenue and operating margins in the first and fourth quarters are typically lower than those during the second and third quarters due to reduced shipments during the winter [removed: months.][added: months; however, the effects of the COVID-19 pandemic on the domestic economy has impacted, and may continue to impact, our normal seasonal trends.]

Harsh winter [removed: weather or natural disasters, such as] [added: weather,] hurricanes, tornadoes, [removed: floods, fires] [added: floods] and other [removed: storms] [added: natural disasters] can also adversely impact our performance by reducing demand and increasing operating expenses.

We also provide access to our systems through multiple [added: secure] gateways that offer our customers and employees maximum flexibility and access to information.

We employ vehicle safety systems, on-board [removed: and hand-held] computer [removed: systems,] [added: systems and smart phones,] freight handling systems and logistics technology to reduce costs and transit times, as well as to meet regulatory requirements.

We believe that our policy of maintaining [removed: a SIR] [added: self-insured retentions] or [removed: deductible] [added: deductibles under these various insurance programs] for a portion of our risks, supported by our safety, claims management and loss prevention programs, is an effective means of managing insurance costs.

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

[removed: We implemented a] [added: Our] fuel surcharge [removed: program in August 1999, which has remained in effect since that time and is] [added: programs are] one of many components that we use to determine the overall price for our transportation services.

As of December 31, [removed: 2019,] [added: 2020,] we employed [removed: 20,105 individuals on a] [added: 19,779 active] full-time [removed: basis,] [added: employees,] none of which were represented under a collective bargaining agreement.

| Fleet technicians | | | [removed: 636] [added: 597] | |

| Sales, administrative and other | | | [removed: 5,316] [added: 5,182] | |

As of December 31, [removed: 2019,] [added: 2020,] we employed [removed: 5,415] [added: 5,310] linehaul drivers and [removed: 5,108] [added: 4,804] P&D drivers on a full-time basis.

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

We are one of the largest North American less-than-truckload (“LTL”) motor carriers.

(“P&D”) service centers, as well as larger breakbulk, or hub, facilities.

The American Trucking Associations reported total transportation revenue in the United States of $984.9 billion in 2019, which included approximately $43.3 billion for the LTL industry based on information reported in Transport Topics.

Our management team monitors freight

| Tractors | | | 9,288 | | | | 4.7 | |

| Linehaul trailers | | | 24,583 | | | | 7.9 | |

| P&D trailers | | | 12,067 | | | | 7.4 | |

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

| Tractors | | $ | 17,518 | | | $ | 75,418 | |

| Total | | $ | 19,669 | | | $ | 163,533 | |

Customers generally solicit bids for relatively large

More specifically, we experienced a decrease in LTL shipments driven by the impact of a slowdown in the domestic economy associated with the COVID-19 pandemic, primarily during the second quarter of 2020.

We carry a significant amount of insurance with third-party insurance carriers that provides various levels of protection for our risk exposure, including protection in the areas of property, casualty, cyber, management, and group health, with coverage limits and retention/deductible levels that we believe are reasonable given historical claim activity and severity.

Human Capital

Employee Profile

| Drivers | | | 10,114 | |

| Platform | | | 3,886 | |

| Total | | | 19,779 | |

Employee Engagement and Benefits

Our Old Dominion Family of employees are a key factor in the success of our business.

The unique OD Family culture encourages development and employee engagement, and motivates our employees to provide the superior customer service for which we are known.

We believe this culture is part of what attracts employees and helps keep our turnover rates low.

We also provide our employees with a comprehensive benefits package, including a plan that covers our eligible employees’ premium for health insurance, a flexible paid time off policy, a 401(k) plan with a guaranteed employer match as well as a discretionary match opportunity, and various wellness programs designed to assist employees with establishing and living a healthy and balanced lifestyle.

Employee Development and Safety

We also maintain a “Management Trainee Program” and a “Supervisor Development Program” that offers opportunities for our employees to be considered and prepared for sales and management opportunities.

These programs support our philosophy of promoting from within our high-quality workforce.

During 2020, the outbreak of COVID-19 was declared a pandemic by the World Health Organization.

Throughout the COVID-19 pandemic, we have remained focused on protecting the health and safety of our employees while meeting the needs of our customers.

We implemented various measures to help ensure the safety and well-being of our OD Family of employees, following guidelines issued by the U.S. Centers for Disease Control and Prevention and the World Health Organization.

We provided personal protective equipment and also implemented increased physical distancing in workspaces and enhanced cleaning protocols.

Across our businesses, we continue to take measures to prevent workplace hazards, encourage safe behaviors and promote a culture of continuous improvement to ensure our processes help reduce incidents and illnesses and comply with governing health and safety laws.

following 10 consecutive hours of off-duty time.

We are registered as a motor carrier with the Commercial Driver’s License Drug and Alcohol Clearinghouse (“DAC”) which requires us to check for drug and alcohol violations of current drivers at least annually and prospective employees prior to hiring.

We have completed our annual limited query and pre-hire driver authorization queries.

We are the third largest LTL motor carrier in the United States, as measured by 2018 revenue, according to *Transport Topics*.

According to the American Trucking Associations, the trucking industry accounted for 80.3% of the $991.7 billion total U.S. transportation revenue in 2018.

The LTL sector had revenue in 2018 of $61.3 billion, which represented 6.2% of total U.S. transportation revenue.

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

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

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

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

| Tractors | | $ | 75,418 | | | $ | 185,209 | | | $ | 123,152 | |

| Total | | $ | 163,533 | | | $ | 284,044 | | | $ | 160,576 | |

We carry a significant amount of insurance with third-party insurance carriers, but we are exposed to the risk of loss on claims up to the limit for which we hold either a self-insured retention (“SIR”) or deductible.

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

| | • | $3.0 million per occurrence (for any claim that occurs on or after March 30, 2019) or $2.75 million per occurrence (for any claim that occurred between March 30, 2006 and March 29, 2019) for bodily injury and property damage (“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 on or after March 30, 2016; |

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

| | • | $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 |

| | • | $1.0 million per covered person paid during 2019 for group health claims. |

Employees

| Drivers | | | 10,523 | |

| Platform | | | 3,630 | |

| Total | | | 20,105 | |

Electronic Logging Devices

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

Generally, carriers were required to comply with these new requirements by December 18, 2017.

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

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

We completed the transition of our fleet from an AOBRD operating system to a new ELD hardware and software platform in advance of the December 16, 2019 deadline.

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

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

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

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

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

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

[removed: Item 103 of] [added: Consistent with] SEC Regulation S-K [removed: requires disclosure of] [added: Item 103, we have elected to disclose those] environmental legal proceedings with a governmental authority if management reasonably believes that the proceedings may involve potential monetary sanctions of [removed: $100,000] [added: $1,000,000] or more.

For the fiscal year ended December 31, [removed: 2019][added: 2020]

[removed: ][added: ]

The aggregate market value of voting stock held by non-affiliates of the registrant as of June 30, [removed: 2019] [added: 2020] was [removed: $9,715,749,809,] [added: $16,302,404,841,] based on the closing sales price as reported on the Nasdaq Global Select Market.

As of February [removed: 24, 2020,] [added: 22, 2021,] the registrant had [removed: 79,697,285] [added: 116,937,111] outstanding shares of Common Stock ($0.10 par value).

Certain portions of the Company’s Proxy Statement for the [removed: 2020] [added: 2021] Annual Meeting of Shareholders are incorporated by reference into Part III of this report.

[removed: INDEX][added: INDEX]

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

These forward-looking statements include, but are not limited to, statements relating to our goals, strategies, expectations, competitive environment, compliance with regulations, availability of resources, [added: the impact of the novel coronavirus (“COVID-19”) pandemic on our business,] future events and future financial performance.

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C.7262(b)) by the registered public accounting firm that prepared or issued its audit report.

At December 31, [removed: 2019,] [added: 2020,] we operated [removed: 236] [added: 244] service centers, of which [removed: 205] [added: 217] were owned and [removed: 31] [added: 27] were leased.

Our owned service centers include most of our larger facilities and account for approximately [removed: 93%] [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: 2019.][added: 2020.]

| Atlanta, Georgia | | | [removed: 227] [added: 225] | |

Our [removed: 236] [added: 244] facilities are strategically dispersed over the states in which we operate.

At December 31, [removed: 2019,] [added: 2020,] the terms of our leased properties ranged from month-to-month to a lease that expires in 2039.

| Rialto, California | | | 258 | |

At February [removed: 20, 2020,] [added: 18, 2021,] there were [removed: 74,422] [added: 123,513] holders of our common stock, including [removed: 105] [added: 103] shareholders of record.

The following table provides information regarding our repurchases of our common stock during the fourth quarter of [removed: 2019:][added: 2020:]

| ISSUER PURCHASES OF EQUITY SECURITIES | | | | | | | | | | | | | | | | | [removed: |]

| | | 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 | | | [removed: |]

On May [removed: 16, 2019,] [added: 1, 2020,] we announced that our Board of Directors had approved a new two-year stock repurchase program authorizing us to repurchase up to an aggregate of [removed: $350.0] [added: $700.0] million of our outstanding common stock (the [removed: “2019] [added: “2020] Repurchase Program”).

Under the [removed: 2019] [added: 2020] Repurchase Program, [removed: which became effective upon the expiration of our prior stock repurchase program,] we may repurchase shares from time to time in open market purchases or through privately negotiated transactions.

[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: 2014,] [added: 2015,] 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: 2019.][added: 2020.]

[removed: ][added: ]

| Old Dominion Freight Line, Inc. | | $ | 100 | | | $ | [removed: 76] [added: 145] | | | $ | [removed: 110] [added: 223] | | | $ | [removed: 170] [added: 209] | | | $ | [removed: 160] [added: 321] | | | $ | [removed: 246] [added: 496] | |

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

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

| October 1-31, 2020 | | | — | | | $ | — | | | | — | | | $ | 612,499,955 | |

| November 1-30, 2020 (1) | | | 172,007 | | | $ | 202.91 | | | | 172,007 | | | $ | 575,000,000 | |

| December 1-31, 2020 | | | 98,558 | | | $ | 200.56 | | | | 98,558 | | | $ | 555,233,528 | |

| Total | | | 270,565 | | | $ | 202.05 | | | | 270,565 | | | | | |

(1) The total number of shares purchased includes the final settlement of 172,007 shares of our common stock under our Accelerated Share Repurchase Agreement (the “ASR Agreement”) entered into with a third-party financial institution on May 29, 2020 as part of our 2020 Repurchase Program (as defined below).

This delivery of shares and their market price at time of delivery are included in the table above.

The final number of shares received was based on the daily volume-weighted average share price during the term of the ASR Agreement, less a negotiated discount.

The 2020 Repurchase Program became effective upon the termination of our $350.0 million repurchase program on May 29, 2020, as of which date $21.5 million remained authorized under the prior program.

| | | 12/31/15 | | | | 12/31/16 | | | | 12/31/17 | | | | 12/31/18 | | | | 12/31/19 | | | | 12/31/20 | | |

| S&P 500 Total Return Index | | $ | 100 | | | $ | 112 | | | $ | 136 | | | $ | 130 | | | $ | 171 | | | $ | 203 | |

| Nasdaq Industrial Transportation Index | | $ | 100 | | | $ | 129 | | | $ | 165 | | | $ | 150 | | | $ | 189 | | | $ | 247 | |

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

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

| 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 | | |

| S&P 500 Total Return Index | | $ | 100 | | | $ | 101 | | | $ | 114 | | | $ | 138 | | | $ | 132 | | | $ | 174 | |

| Nasdaq Industrial Transportation Index | | $ | 100 | | | $ | 77 | | | $ | 100 | | | $ | 127 | | | $ | 116 | | | $ | 145 | |

Not applicable.

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

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

| (In thousands, except per share amounts) | | 2019 | | | | 2018 | | | | 2017 | | | | 2016 | | | | 2015 | | |

| Operating Data: | | | | | | | | | | | | | | | | | | | | |

| Revenue from operations | | $ | 4,109,111 | | | $ | 4,043,695 | | | $ | 3,358,112 | | | $ | 2,991,517 | | | $ | 2,972,442 | |

| Depreciation and amortization expense | | | 253,681 | | | | 230,357 | | | | 205,763 | | | | 189,867 | | | | 165,343 | |

| Total operating expenses | | | 3,290,405 | | | | 3,226,644 | | | | 2,782,226 | | | | 2,507,682 | | | | 2,474,202 | |

| Operating income | | | 818,706 | | | | 817,051 | | | | 575,886 | | | | 483,835 | | | | 498,240 | |

| Interest (income) expense, net | | | (6,386 | ) | | | (2,924 | ) | | | 1,414 | | | | 4,274 | | | | 5,001 | |

| Provision for income taxes | | | 208,431 | | | | 209,845 | | | | 112,058 | | | | 181,822 | | | | 185,327 | |

| Net income (1) | | | 615,518 | | | | 605,668 | | | | 463,774 | | | | 295,765 | | | | 304,690 | |

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

| Per Share Data: | | | | | | | | | | | | | | | | | | | | |

| Basic earnings per share | | $ | 7.67 | | | $ | 7.39 | | | $ | 5.63 | | | $ | 3.56 | | | $ | 3.57 | |

| Diluted earnings per share | | $ | 7.66 | | | $ | 7.38 | | | $ | 5.63 | | | $ | 3.56 | | | $ | 3.57 | |

| Cash dividends per share | | $ | 0.68 | | | $ | 0.52 | | | $ | 0.40 | | | $ | — | | | $ | — | |

| Balance Sheet Data: | | | | | | | | | | | | | | | | | | | | |

| Cash and cash equivalents | | $ | 403,571 | | | $ | 190,282 | | | $ | 127,462 | | | $ | 10,171 | | | $ | 11,472 | |

| Current assets | | | 866,834 | | | | 706,229 | | | | 584,653 | | | | 382,622 | | | | 381,730 | |

| Total assets (2) | | | 3,995,568 | | | | 3,545,283 | | | | 3,068,424 | | | | 2,696,247 | | | | 2,466,504 | |

| Current liabilities (2) | | | 366,085 | | | | 356,732 | | | | 351,049 | | | | 288,636 | | | | 285,402 | |

| Long-term debt *(including current maturities)* | | | 45,000 | | | | 45,000 | | | | 95,000 | | | | 104,975 | | | | 133,805 | |

| Shareholders’ equity | | | 3,080,717 | | | | 2,680,483 | | | | 2,276,854 | | | | 1,851,158 | | | | 1,684,637 | |

| (1) | Our 2017 net income included a 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. |

| (In thousands, except share and per share data) | | [added: 2020 | | | |] 2019 | | | | 2018 | | |

| Cash and cash equivalents [added: at beginning of year] | | [removed: $] | 403,571 | | | [removed: $] | 190,282 | | [added: | | 127,462 | |]

| Customer receivables, less allowances of [removed: $8,866] [added: $8,979] and [removed: $9,913,] [added: $8,866,] respectively | | | [removed: 397,579] [added: 444,653] | | | | [removed: 427,569] [added: 397,579] | |

| Other receivables | | | [removed: 10,586] [added: 9,569] | | | | [removed: 40,691] [added: 10,586] | |

| Prepaid expenses and other current assets | | | [removed: 55,098] [added: 57,413] | | | | [removed: 47,687] [added: 55,098] | |

| Total current assets | | | [removed: 866,834] [added: 1,243,339] | | | | [removed: 706,229] [added: 866,834] | |

| Revenue equipment | | | [removed: 1,898,999] [added: 1,885,649] | | | | [removed: 1,811,233] [added: 1,898,999] | |

| Land and structures | | | [removed: 2,039,937] [added: 2,218,290] | | | | [removed: 1,796,868] [added: 2,039,937] | |

| Other fixed assets | | | [removed: 482,425] [added: 475,264] | | | | [removed: 454,432] [added: 482,425] | |

| Leasehold improvements | | | [removed: 11,709] [added: 12,226] | | | | [removed: 10,619] [added: 11,709] | |

| Total property and equipment | | | [removed: 4,433,070] [added: 4,591,429] | | | | [removed: 4,073,152] [added: 4,433,070] | |

| Less: Accumulated depreciation | | | [removed: (1,464,235] [added: (1,677,398] | ) | | | [removed: (1,318,209] [added: (1,464,235] | ) |

| Net property and equipment | | | [removed: 2,968,835] [added: 2,914,031] | | | | [removed: 2,754,943] [added: 2,968,835] | |

| Total assets | | $ | [removed: 3,995,568] [added: 4,369,410] | | | $ | [removed: 3,545,283] [added: 3,995,568] | |

| Accounts payable | | $ | [removed: 70,254] [added: 68,511] | | | $ | [removed: 78,518] [added: 70,254] | |

| Compensation and benefits | | | [removed: 192,524] [added: 191,303] | | | | [removed: 198,456] [added: 192,524] | |

| Claims and insurance accruals | | | [removed: 54,330] [added: 53,092] | | | | [removed: 53,263] [added: 54,330] | |

| Other accrued liabilities | | | [removed: 46,130] [added: 51,513] | | | | [removed: 26,495] [added: 46,130] | |

| Income taxes payable | | | [removed: 2,847] [added: 8,711] | | | | [removed: —] [added: 2,847] | |

| Total current liabilities | | | [removed: 366,085] [added: 373,130] | | | | [removed: 356,732] [added: 366,085] | |

| Long-term debt | | | [removed: 45,000] [added: 99,931] | | | | 45,000 | |

| Other non-current liabilities | | | [removed: 241,802] [added: 349,851] | | | | [removed: 215,399] [added: 241,802] | |

| Deferred income taxes | | | [removed: 261,964] [added: 220,210] | | | | [removed: 247,669] [added: 261,964] | |

| Total long-term liabilities | | | [removed: 548,766] [added: 669,992] | | | | [removed: 508,068] [added: 548,766] | |

| Total liabilities | | | [removed: 914,851] [added: 1,043,122] | | | | [removed: 864,800] [added: 914,851] | |

| Common stock - $0.10 par value, [removed: 140,000,000] [added: 280,000,000] shares authorized, [removed: 79,688,356] [added: 117,057,696 shares outstanding at December 31, 2020] and [removed: 81,231,131] [added: 140,000,000] shares [added: authorized, 119,532,534 shares] outstanding at December 31, 2019 [removed: and 2018, respectively] | | | [removed: 7,969] [added: 11,706] | | | | [removed: 8,123] [added: 11,953] | |

| Total shareholders’ equity | | | [removed: 3,080,717] [added: 3,326,288] | | | | [removed: 2,680,483] [added: 3,080,717] | |

| Total liabilities and shareholders’ equity | | $ | [removed: 3,995,568] [added: 4,369,410] | | | $ | [removed: 3,545,283] [added: 3,995,568] | |

| (In thousands, except share and per share data) | | [removed: 2019 | | | | 2018] [added: 2020] | | | | [removed: 2017] [added: 2019] | | |

| Revenue from operations | | $ | [removed: 4,109,111] [added: 4,015,129] | | | $ | [removed: 4,043,695] [added: 4,109,111] | | | $ | [removed: 3,358,112] [added: 4,043,695] | |

| Salaries, wages and benefits | | | [removed: 2,122,464] [added: 2,053,894] | | | | [removed: 2,075,602] [added: 2,122,464] | | | | [removed: 1,802,440] [added: 2,075,602] | |

| Operating supplies and expenses | | | [removed: 473,114] [added: 373,431] | | | | [removed: 497,476] [added: 473,114] | | | | [removed: 389,782] [added: 497,476] | |

| General supplies and expenses | | | [removed: 123,975] [added: 110,279] | | | | [removed: 119,180] [added: 123,975] | | | | [removed: 107,733] [added: 119,180] | |

| Operating taxes and licenses | | | [removed: 116,839] [added: 116,943] | | | | [removed: 112,210] [added: 116,839] | | | | [removed: 99,778] [added: 112,210] | |

| Insurance and claims | | | [removed: 52,549] [added: 42,364] | | | | [removed: 44,118] [added: 52,549] | | | | [removed: 41,718] [added: 44,118] | |

| Communications and utilities | | | [removed: 29,601] [added: 31,542] | | | | [removed: 31,070] [added: 29,601] | | | | [removed: 27,754] [added: 31,070] | |

| Depreciation and amortization | | | [removed: 253,681] [added: 261,259] | | | | [removed: 230,357] [added: 253,681] | | | | [removed: 205,763] [added: 230,357] | |

| Purchased transportation | | | [removed: 89,636] [added: 97,947] | | | | [removed: 96,017] [added: 89,636] | | | | [removed: 84,747] [added: 96,017] | |

| Miscellaneous expenses, net | | | [removed: 28,546] [added: 20,588] | | | | [removed: 20,614] [added: 28,546] | | | | [removed: 22,511] [added: 20,614] | |

| Total operating expenses | | | [removed: 3,290,405] [added: 3,108,247] | | | | [removed: 3,226,644] [added: 3,290,405] | | | | [removed: 2,782,226] [added: 3,226,644] | |

| Cash and cash equivalents | | $ | 401,430 | | | $ | 403,571 | |

| Short-term investments | | | 330,274 | | | | — | |

| Other assets | | | 212,040 | | | | 159,899 | |

| Capital in excess of par value | | | 226,451 | | | | 218,462 | |

| Retained earnings | | | 3,088,131 | | | | 2,850,302 | |

| Basic | | $ | 5.71 | | | $ | 5.11 | | | $ | 4.93 | |

| Diluted | | $ | 5.68 | | | $ | 5.10 | | | $ | 4.92 | |

| Basic | | | 117,737,180 | | | | 120,414,218 | | | | 122,885,346 | |

| Diluted | | | 118,493,203 | | | | 120,609,599 | | | | 123,029,672 | |

| Balance as of December 31, 2017 | | | 123,564 | | | $ | 12,356 | | | $ | 134,395 | | | $ | 2,130,103 | | | $ | 2,276,854 | |

| Taxes paid in exchange for shares withheld | | | (12 | ) | | | (1 | ) | | | (1,073 | ) | | | — | | | | (1,074 | ) |

| Balance as of December 31, 2018 | | | 121,847 | | | | 12,185 | | | | 138,210 | | | | 2,530,088 | | | | 2,680,483 | |

| Taxes paid in exchange for shares withheld | | | (15 | ) | | | (2 | ) | | | (1,446 | ) | | | — | | | | (1,448 | ) |

| Balance as of December 31, 2019 | | | 119,533 | | | | 11,953 | | | | 218,462 | | | | 2,850,302 | | | | 3,080,717 | |

| Net income | | | — | | | | — | | | | — | | | | 672,682 | | | | 672,682 | |

| Share repurchases | | | (2,508 | ) | | | (250 | ) | | | — | | | | (363,807 | ) | | | (364,057 | ) |

| Cash paid for fractional shares | | | (5 | ) | | | (1 | ) | | | (611 | ) | | | — | | | | (612 | ) |

| Taxes paid in exchange for shares withheld | | | (19 | ) | | | (2 | ) | | | (2,731 | ) | | | — | | | | (2,733 | ) |

| Balance as of December 31, 2020 | | | 117,058 | | | $ | 11,706 | | | $ | 226,451 | | | $ | 3,088,131 | | | $ | 3,326,288 | |

| Net income | | $ | 672,682 | | | $ | 615,518 | | | $ | 605,668 | |

| Depreciation and amortization | | | 261,267 | | | | 253,681 | | | | 230,357 | |

| Purchase of short-term investments | | | (360,160 | ) | | | — | | | | — | |

| Proceeds from maturities of short-term investments | | | 29,988 | | | | — | | | | — | |

| Proceeds from issuance of long-term debt | | | 99,923 | | | | — | | | | — | |

We are one of the largest North American less-than-truckload (“LTL”) motor carriers.

Short-term Investments

The Company’s investments in certificates of deposit, U.S. government securities, and commercial paper with an original maturity of greater than three months have been classified and accounted for as trading securities, and are reported in “Short-term investments” on our Balance Sheet.

These investments are measured at fair value each reporting period, with gains or losses recorded in “Non-operating expense (income)” on our Statement of Operations.

We carry a significant amount of insurance with third-party insurance carriers that provides various levels of protection for our risk exposure, including protection in the areas of property, casualty, cyber, management, and group health, with coverage limits and retention and deductible levels that we believe are reasonable given historical claim activity and severity.

We believe that our policy of maintaining self-insured retentions or deductibles under these various insurance programs for a portion of our risks, supported by our safety, claims management and loss prevention programs, is an effective means of managing insurance costs.

We periodically review our risk exposure and insurance coverage applicable to those risks and believe that we maintain sufficient insurance coverage.

Common Stock Split

On March 24, 2020, those shareholders received one additional share of common stock for every two shares owned.

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

Split-adjusted per-share metrics may not recalculate precisely due to rounding.

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

The levels of inputs used to measure fair value are:

- Level 1 — Quoted prices for identical instruments in active markets;

- Level 2 — Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which all significant inputs are observable in active markets; and

- Level 3 — Valuations based on inputs that are unobservable, generally utilizing pricing models or other valuation techniques that reflect management’s judgment and estimates.

| Goodwill | | | 19,463 | | | | 19,463 | |

| Other assets | | | 140,436 | | | | 64,648 | |

| Capital in excess of par value | | | 222,430 | | | | 142,176 | |

| Retained earnings | | | 2,850,318 | | | | 2,530,184 | |

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

| Basic | | $ | 7.67 | | | $ | 7.39 | | | $ | 5.63 | |

| Diluted | | $ | 7.66 | | | $ | 7.38 | | | $ | 5.63 | |

| Basic | | | 80,276,145 | | | | 81,923,564 | | | | 82,308,417 | |

| Diluted | | | 80,406,399 | | | | 82,019,781 | | | | 82,407,068 | |

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

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

| Net income | | | — | | | | — | | | | — | | | | 463,774 | | | | 463,774 | |

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

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

| Balance as of December 31, 2018 | | | 81,231 | | | | 8,123 | | | | 142,176 | | | | 2,530,184 | | | | 2,680,483 | |

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

| Net payments on revolving line of credit | | | — | | | | — | | | | (9,975 | ) |

| Cash and cash equivalents at end of year | | $ | 403,571 | | | $ | 190,282 | | | $ | 127,462 | |

Goodwill

Intangible assets have been acquired in connection with business combinations and represent goodwill.

Goodwill is calculated as the excess cost over the fair value of assets acquired and is not subject to amortization.

We review goodwill annually for impairment as a single reporting unit, unless circumstances dictate more frequent assessments, in accordance with ASU 2011-08, Testing Goodwill for Impairment.

ASU 2011-08 permits an initial assessment, commonly referred to as “step zero”, of qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount and also provides a basis for determining whether it is necessary to perform the goodwill impairment test required by Accounting Standards Codification (“ASC”) Topic 350.

We performed the qualitative assessment of goodwill on our annual measurement date of October 1, 2019 and determined that it was more likely than not that the fair value of our reporting unit would be greater than its carrying amount.

Therefore, we determined it was not necessary to perform the quantitative goodwill impairment test.

Furthermore, there has been no historical impairment of our goodwill.

As of December 31, 2019, we maintained a self-insured retention (“SIR”) of $3.0 million per occurrence (for any claim that occurs on or after March 30, 2019) or $2.75 million per occurrence (for any claim that occurred between March 30, 2006 and March 29, 2019) for bodily injury and property damage (“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 on or after March 30, 2016.

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.

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.

Under the 2019 Repurchase Program, which became effective upon

In February 2016, the FASB issued ASU 2016-02, “Leases” (Topic 842).

This ASU requires a lessee to recognize a right-of-use asset and a lease liability on its balance sheet for most operating leases.

ASU 2016-02 is effective for annual and interim periods beginning after December 15, 2018, including interim periods within those fiscal years.

In July 2018, the FASB issued ASU 2018-11, “Leases (Topic 842): Targeted Improvements,” which provided companies with an additional optional transition method to apply the new standard to leases in effect at the adoption date through a cumulative effect adjustment.

We adopted the new lease standard on January 1, 2019 using this optional transition method.

We elected the package of practical expedients referenced in ASU 2016-02, which permits companies to retain original lease identification and classification without reassessing initial direct costs for existing leases.

We also elected (i) the practical expedient that exempts leases with an initial lease term of twelve months or less, (ii) the practical expedient that allows companies to select, by class of underlying asset, not to separate lease and non-lease components, and (iii) the practical expedient that allows companies to apply hindsight in determining lease terms.

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.

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: 2019] [added: 2020] 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: 2019,] [added: 2020,] based on our evaluation under the 2013 Framework.

The effectiveness of our internal control over financial reporting as of December 31, [removed: 2019] [added: 2020] has been audited by Ernst & Young LLP, an independent registered public accounting firm, as stated in its report dated February [removed: 26, 2020,] [added: 24, 2021,] which is included herein.

We have audited Old Dominion Freight Line, Inc.’s internal control over financial reporting as of December 31, [removed: 2019,] [added: 2020,] based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).

In our opinion, Old Dominion Freight Line, Inc. (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2019,] [added: 2020,] 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: 2019] [added: 2020] and [removed: 2018,] [added: 2019,] 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: 2019,] [added: 2020,] and the related notes and the financial statement schedule listed in the Index at Item 15(a)(2) and our report dated February [removed: 26, 2020] [added: 24, 2021] expressed an unqualified opinion thereon.

February 24, 2021

February 26, 2020

The information required by Item 10 of Form 10-K will appear in the Company’s proxy statement for its [removed: 2020] [added: 2021] Annual Meeting of Shareholders under the captions “Proposal 1 – Election of Directors,” “Executive Officers,” “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: 2020] [added: 2021] 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: 2020] [added: 2021] 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: 2020] [added: 2021] 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: 2020] [added: 2021] 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: 2019] [added: 2020] and December 31, [removed: 2018][added: 2019]

Statements of Operations – Years ended December 31, [removed: 2019,] [added: 2020,] December 31, [removed: 2018] [added: 2019] and December 31, [removed: 2017][added: 2018]

Statements of Changes in Shareholders’ Equity – Years ended December 31, [removed: 2019,] [added: 2020,] December 31, [removed: 2018] [added: 2019] and December 31, [removed: 2017][added: 2018]

Statements of Cash Flows – Years ended December 31, [removed: 2019,] [added: 2020,] December 31, [removed: 2018] [added: 2019] and December 31, [removed: 2017][added: 2018]

| 2020 | | $ | 3,497 | | | $ | 3,248 | | | $ | 2,650 | | | $ | 4,095 | |

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

FOR YEAR ENDED DECEMBER 31, [removed: 2019][added: 2020]

| [removed: 4.14] [added: 10.18.12*] | | [removed: [Second Amended and Restated Credit Agreement, dated November 21, 2019, among Old] [added: [Old] Dominion Freight Line, [removed: Inc., Wells Fargo Bank, National Association, as Administrative Agent,] [added: Inc. Director Phantom Stock Plan (As Amended] and [removed: the Lenders named therein] [added: Restated Through December 16, 2019)] (Incorporated by reference to the exhibit of the same number contained in the Company’s [removed: Current] [added: Annual] Report on Form [removed: 8-K] [added: 10-K for the year ended December 31, 2019,] filed on [removed: November 21, 2019)](http://www.sec.gov/Archives/edgar/data/878927/000156459019044074/odfl-ex414_53.htm)] [added: February 26, 2020)](http://www.sec.gov/Archives/edgar/data/878927/000156459020006626/odfl-ex101812_121.htm)] |

| [removed: 10.17.17*] [added: 10.18.13*] | | [removed: [Second Amended and Restated Employment] [added: [Amendment to Old Dominion Freight Line, Inc. Director Phantom Stock Award] Agreement [removed: by and between] [added: (under the] Old Dominion Freight Line, Inc. [added: Director Phantom Stock Plan (As Amended] and [removed: Earl E. Congdon, effective as of November 1, 2012] [added: Restated Through December 16, 2019))] (Incorporated by reference to the exhibit of the same number contained in the Company’s [removed: Current] [added: Annual] Report on Form [removed: 8-K] [added: 10-K for the year ended December 31, 2019,] filed on [removed: November 5, 2012)](http://www.sec.gov/Archives/edgar/data/878927/000087892712000038/finaleecempagt.htm)] [added: February 26, 2020)](http://www.sec.gov/Archives/edgar/data/878927/000156459020006626/odfl-ex101813_122.htm)] |

| [removed: 10.17.19*] [added: 3.1.3] | | [removed: [First] [added: [Articles of] Amendment [removed: to Second Amended and Restated Employment Agreement by and between] [added: of] Old Dominion Freight Line, Inc. [removed: 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 [removed: Current] [added: Quarterly] Report on Form [removed: 8-K] [added: 10-Q for the quarter ended June 30, 2020,] filed on [removed: July 27, 2015)](http://www.sec.gov/Archives/edgar/data/878927/000087892715000029/exhibit101719.htm)] [added: August 6, 2020)](http://www.sec.gov/Archives/edgar/data/878927/000156459020037340/odfl-ex313_13.htm)] |

| [removed: 10.18.11*] [added: 10.18.14*] | | [Old Dominion Freight Line, Inc. Non-Employee Director Compensation Structure, effective as of the [removed: 2018] [added: 2020] Annual Meeting of Shareholders (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: 2017,] [added: 2019,] filed on February [removed: 27, 2018)](http://www.sec.gov/Archives/edgar/data/878927/000087892718000005/ex-101811.htm)] [added: 26, 2020)](http://www.sec.gov/Archives/edgar/data/878927/000156459020006626/odfl-ex101814_265.htm)] |

| 23.1 | | [Consent of Ernst & Young [removed: LLP](https://www.sec.gov/Archives/edgar/data/878927/000156459020006626/odfl-ex231_10.htm)] [added: LLP](https://www.sec.gov/Archives/edgar/data/878927/000156459021008056/odfl-ex231_12.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/878927/000156459020006626/odfl-ex311_11.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/878927/000156459021008056/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/878927/000156459020006626/odfl-ex312_7.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/878927/000156459021008056/odfl-ex312_8.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/878927/000156459020006626/odfl-ex321_6.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/878927/000156459021008056/odfl-ex321_9.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/878927/000156459020006626/odfl-ex322_8.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/878927/000156459021008056/odfl-ex322_7.htm)] |

| 101 | | The following financial information from our Annual Report on Form 10-K for the year ended December 31, [removed: 2019,] [added: 2020,] filed on February [removed: 26, 2020,] [added: 24, 2021,] formatted in iXBRL (Inline eXtensible Business Reporting Language) includes: (i) the Balance Sheets at December 31, [removed: 2019] [added: 2020] and [removed: 2018,] [added: 2019,] (ii) the Statements of Operations for the years ended December 31, [removed: 2019, 2018] [added: 2020, 2019] and [removed: 2017,] [added: 2018,] (iii) the Statements of Changes in Shareholders’ Equity for the years ended December 31, [removed: 2019, 2018] [added: 2020, 2019] and [removed: 2017,] [added: 2018,] (iv) the Statements of Cash Flows for the years ended December 31, [removed: 2019, 2018] [added: 2020, 2019] and [removed: 2017,] [added: 2018,] and (v) the Notes to the Financial Statements |

| 104 | | The cover page from our Annual Report on Form 10-K for the year ended December 31, [removed: 2019,] [added: 2020,] formatted in iXBRL |

| Dated: | February [removed: 26, 2020] [added: 24, 2021] | | By: | /s/ GREG C. GANTT |

| /s/ [removed: EARL E.] [added: DAVID S.] CONGDON | | [removed: Senior] Executive Chairman of the Board of Directors | | February [removed: 26, 2020] [added: 24, 2021] |

| /s/ SHERRY A. AAHOLM | | Director | | February [removed: 26, 2020] [added: 24, 2021] |

| /s/ JOHN R. CONGDON, JR. | | Director | | February [removed: 26, 2020] [added: 24, 2021] |

| /s/ BRADLEY R. GABOSCH | | Director | | February [removed: 26, 2020] [added: 24, 2021] |

| /s/ PATRICK D. HANLEY | | Director | | February [removed: 26, 2020] [added: 24, 2021] |

| /s/ JOHN D. KASARDA | | Director | | February [removed: 26, 2020] [added: 24, 2021] |

| /s/ LEO H. SUGGS | | Director | | February [removed: 26, 2020] [added: 24, 2021] |

| /s/ D. MICHAEL WRAY | | Director | | February [removed: 26, 2020] [added: 24, 2021] |

| /s/ GREG C. GANTT | | President, Chief Executive Officer and Director | | February [removed: 26, 2020] [added: 24, 2021] |

| /s/ ADAM N. SATTERFIELD | | Senior Vice President – Finance, | | February [removed: 26, 2020] [added: 24, 2021] |

| /s/ KIMBERLY S. MAREADY | | Vice President – Accounting and Finance | | February [removed: 26, 2020] [added: 24, 2021] |

| 4.15 | | [Description 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, 2019, filed on February 26, 2020)](http://www.sec.gov/Archives/edgar/data/878927/000156459020006626/odfl-ex415_266.htm) |

| 4.16 | | [Note Purchase and Private Shelf Agreement among Old Dominion Freight Line, Inc., PGIM, Inc. and certain affiliates and managed accounts of PGIM, Inc., as purchasers, dated as of May 4, 2020 (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, 2020 filed on May 5, 2020)](http://www.sec.gov/Archives/edgar/data/878927/000156459020021054/odfl-ex416_458.htm) |

| /s/ WENDY T. STALLINGS | | Director | | February 24, 2021 |

| Wendy T. Stallings | | | | |

| | | |

| 4.13.1 | | [First Amendment to Amended and Restated Credit Agreement and Commitment Increase Agreement among Wells Fargo Bank, National Association, as Administrative Agent; the Lenders named therein; and Old Dominion Freight Line, Inc., dated 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 September 12, 2016)](http://www.sec.gov/Archives/edgar/data/878927/000087892716000083/exhibit4131.htm) |

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

| 10.17.21* | | [Second Amendment to Second Amended and Restated Employment Agreement, effective October 20, 2016, by and between Old Dominion Freight Line, 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 October 26, 2016)](http://www.sec.gov/Archives/edgar/data/878927/000087892716000085/exhibit101721.htm) |

| 10.18.12* | | [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-ex101812_121.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) |

| Earl E. Congdon | | | | |

| /s/ DAVID S. CONGDON | | Executive Chairman of the Board of Directors | | February 26, 2020 |