Old Dominion Freight Line (ODFL) 10-K risk factor changes: FY2022 vs FY2021

[removed: Risks] [added: Risks] Related to our Business and [removed: Operations][added: 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.]

[removed: | | • |] shortages of suitable real estate may limit our growth and could cause congestion in our service center network, which could result in increased operating expenses; [removed: |]

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

[removed: | | • |] growth may strain our management, capital resources, information systems and customer service; [removed: |]

[removed: | | • |] hiring new employees may increase training costs and may result in temporary inefficiencies until those employees become proficient in their jobs; [removed: |]

[removed: | | • |] competition for qualified employees [removed: in the transportation industry] could adversely affect our profitability; [removed: |]

[removed: | | • |] we may find it more difficult to maintain our [removed: corporate] [added: unique OD family] culture, which we believe has been a key contributor to our success; [removed: |]

[removed: | | • |] expanding our service offerings may require us to enter into new markets and encounter new competitive challenges; and [removed: |]

[removed: | | • |] limited supply and increased costs of new equipment may adversely affect our profitability and cash flows. [removed: |]

[removed: We] [added: 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 [removed: condition.][added: condition.]

[removed: The novel coronavirus (COVID-19)] [added: As we saw during the peaks of the COVID-19] pandemic, [added: outbreaks of disease, and] the governmental/social responses thereto and the related changes in the economic and political conditions in markets in which we operate [added: can] have [removed: had] adverse impacts on our business, results of [removed: operations and] [added: operations,] financial [removed: condition,] [added: condition] and [added: cost and access to capital, and] on those of our customers and suppliers, and these adverse impacts may continue.

[removed: 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] [added: Other] risks to which we are subject, including those related to economic downturns, customer/supplier/vendor operations, labor issues, inflationary pressures, supply chain disruptions, changes in political and regulatory conditions, liquidity, and industry pricing environment stability, as described in further detail in other risk [removed: factors.][added: factors, could be exacerbated during a health epidemic, pandemic, or similar outbreak.]

Despite our efforts to manage our exposure to these risks, the ultimate impact of [removed: COVID-19] [added: health epidemics, pandemics] 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.

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

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, such as the slowdown in the domestic economy associated with the COVID-19 pandemic.][added: factors.]

[removed: Insurance] [added: Insurance] and claims expenses could significantly reduce our [removed: profitability.][added: profitability.]

[removed: Reductions] [added: Reductions] in the available supply or increases in the cost of [removed: new] equipment [added: and parts] may adversely impact our profitability and cash [removed: flows.][added: flows.]

[added: We may also be subject to shortages in raw materials that] are required for the production of critical operating equipment and supplies, such as shortages in rubber or steel.

[removed: Currently, tractor] [added: Tractor] and trailer manufacturers [removed: are experiencing] [added: continue to experience] significant shortages of various component parts and supplies, forcing many manufacturers to reduce or suspend their production, which has led to a lower supply of tractors, trailers, and other equipment, higher prices, and lengthened trade cycles.

We are subject to regulations issued by the U.S. Environmental Protection Agency (the “EPA”) [removed: and various] [added: as well as regulations issued by] state [added: and local] agencies, [removed: particularly] [added: including] the California Air Resources Board [removed: (“CARB”), that have required progressive reductions in exhaust emissions.][added: (“CARB”) and the South Coast Air Quality Management District (“SCAQMD”).]

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

[removed: Our] [added: Our] growth may be limited by the availability and cost of third-party transportation used to supplement our workforce and equipment [removed: needs.][added: needs.]

[removed: We] [added: We] may be adversely impacted by fluctuations in the availability and price of diesel [removed: fuel.][added: fuel.]

[removed: Future fluctuations] [added: Fluctuations] in prices and [added: availability of] diesel fuel [removed: availability] could have a material adverse effect on our operating results.

Diesel fuel prices and fuel availability can be impacted by factors beyond our control, such as natural or man-made [removed: disasters,] [added: disasters;] adverse weather [removed: conditions,] [added: conditions;] political [removed: events,] [added: events;] disruption or failure of technology or information [removed: systems,] [added: systems;] price and supply decisions by oil producing countries and [removed: cartels, terrorist activities,] [added: cartels; effect of any international conflicts;] armed [removed: conflict,] [added: conflict; terrorist activities;] world supply and demand [removed: imbalances, tariffs, sanctions, and quotas or other] [added: imbalances;] changes [removed: to trade agreements.][added: in refining capacity; changes in governmental policy concerning fuel production, transportation, taxes or marketing; tariffs; sanctions; public and investor]

[removed: Our] [added: Our] results of operations may be affected by seasonal factors, harsh weather conditions and [removed: disasters.][added: disasters.]

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; however, the effects of the COVID-19 pandemic on the domestic economy has impacted, and may continue to impact, our normal seasonal trends.][added: months.]

Harsh winter weather or natural disasters, including but not limited to hurricanes, tornadoes, floods, fires, earthquakes and [removed: storms] [added: 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.

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 [removed: cash,] cash [added: and short-term investments, cash] flows from operations, issuance of debt (including pursuant to our note purchase and private shelf agreement) and through available borrowings under our existing senior unsecured credit agreement.

[removed: A] [added: A] decrease in the demand and value of used equipment may impact our results of [removed: operations.][added: operations.]

[removed: We] [added: We] may be unable to successfully consummate and integrate [removed: acquisitions.][added: acquisitions.]

We cannot ensure that we will have sufficient cash to consummate an acquisition or otherwise be able to obtain financing [added: under acceptable terms - or obtain financing at all -] for an acquisition.

[removed: | | • |] we may not achieve anticipated levels of revenue, efficiency, cash flows and profitability; [removed: |]

[removed: | | • |] we may experience difficulties managing businesses that are outside our historical core competency and markets; [removed: |]

[removed: | | • |] we may underestimate the resources required to support acquisitions, which could disrupt our ongoing business and distract our management; [removed: |]

[removed: | | • |] we may incur unanticipated costs to our infrastructure to support new business lines or separate legal entities; [removed: |]

[removed: | | • |] we may be required to temporarily match existing customer pricing in the acquiree’s markets, which may be lower than the rates that we would typically charge for our services; [removed: |]

[removed: | | • |] liabilities we assume could be greater than our original estimates or may not be disclosed to us at the time of acquisition; [removed: |]

[removed: | | • |] we may incur additional indebtedness or we may issue additional equity to finance future acquisitions, which could be dilutive to our shareholders; [removed: |]

Health epidemics, pandemics and similar outbreaks can have significant and widespread impacts.

We have recently experienced difficulties in purchasing equipment and related maintenance parts due to decreased supply and increased costs, and may continue to experience such difficulties in the future.

CARB and SCAQMD have required progressive reductions in exhaust emissions through the Advanced Clean Fleets regulation and the Warehouse Indirect Source Rule, respectively.

Various economic factors such as recessions, inflation and downturns in the domestic economy could adversely impact our profitability and cash flows.

Inflation in the United States climbed to its highest level in 40 years during 2022 and the Federal Reserve increased interest rates as a result.

The domestic economy has slowed, impacting industry volumes, while transportation carriers have also faced an increase in the cost of doing business.

Our business has generally experienced cost increases for labor, benefits, real estate, equipment, fuel, parts and repairs, operating taxes, insurance, purchased transportation, interest expense and other miscellaneous expenses.

If we are unable to sufficiently increase our rates to offset the ongoing increase in our costs, our profitability and cash flows could be materially affected.

Higher costs for or limited availability of suitable real estate may adversely affect our business operations.

Our business model is dependent on the cost and availability of service centers in key strategic areas.

We have experienced higher costs to purchase, lease and/or build or renovate service centers as a result of inflation, supply chain issues, increased raw material and labor costs, and higher demand for and reduced supply of such service centers.

Shortages in the availability of suitable real estate or delays in obtaining necessary permits or approvals may result in significant additional costs to purchase, lease and/or build or renovate additional necessary service centers, increase our operating expenses, restrict our ability to grow existing markets or expand into new markets and/or prevent us from efficiently serving certain markets.

sentiment; and quotas or other changes to trade agreements.

Several of these factors combined to constrain fuel supply and increase prices in 2022, and we expect such conditions to continue to be present for the remainder of 2023.

position, results of operations or liquidity in a particular year or quarter.

Any disruption in the operational and technical services provided to us by third parties could adversely affect our business and subject us to liability.

We rely on third parties to provide us with operational and technical services, such as hosting of our cloud computing and storage needs.

The services largely depend on the uninterrupted operation of data centers and the ability to protect computer equipment and information stored in these data centers against damage that may be caused by, among other things, natural disaster, fire, power loss, telecommunications or Internet failure, acts of terrorism, and other similar damaging events.

If any of such services were to become inoperable for an extended period, we might be unable to fulfill our contractual commitments.

Furthermore, these third parties may have access to information we maintain about our company, operations, customers, employees, vendors, or technology that are critical to or can significantly impact our business operations.

Our ability to monitor such third parties’ security measures is limited.

Any security incident involving such third parties could compromise the confidentiality, integrity, or availability of, or result in the theft of, our, our customers’, our employees’, or our vendors’ data and could negatively impact our operations.

Security processes, protocols and standards that we implement and contractual provisions requiring security measures that we impose on such third parties may not be sufficient or effective at preventing such events.

Unauthorized access to data and other confidential or proprietary information may be obtained through break-ins, network breaches by unauthorized parties, employee theft or misuse, or other misconduct.

If any of the foregoing were to occur or to be perceived to occur, our reputation may suffer, our competitive position may be diminished, we could face lawsuits, regulatory investigation, fines, and potential liability, and our financial results could be negatively impacted.

matters.

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

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 at times has impacted the cost of capital and limited access to capital.

We may face difficulty in purchasing new equipment due to decreased supply or increased costs.

We may also be subject to shortages in raw materials that

To date, several governments, including the European Union, China, and India, have imposed tariffs on certain goods imported from the United States.

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

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

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

This Management’s Discussion and Analysis of Financial Condition and Results of Operations generally discusses our [removed: 2021] [added: 2022] and [removed: 2020] [added: 2021] results and year-to-year comparisons between [removed: 2021] [added: 2022] and [removed: 2020.][added: 2021.]

Discussions of our [removed: 2019] [added: 2020] results and year-to-year comparisons between [removed: 2020] [added: 2021] and [removed: 2019] [added: 2020] 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, [removed: 2020,] [added: 2021,] which was filed with the Securities and Exchange Commission on February [removed: 24, 2021.][added: 23, 2022.]

[removed: Overview][added: Overview]

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

[removed: | | • |] *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. [removed: |]

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

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 U.S. [added: Department of Energy, which reset each week.]

[removed: Results] [added: Results] of [removed: Operations][added: Operations]

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

| Salaries, wages and benefits | | | [removed: 47.0] [added: 43.4] | | | | [removed: 51.2] [added: 47.0] | |

| Operating supplies and expenses | | | [removed: 10.8] [added: 13.6] | | | | [removed: 9.3] [added: 10.8] | |

| General supplies and expenses | | | [removed: 2.6] [added: 2.6] | | | | [removed: 2.7] [added: 2.6] | |

| Operating taxes and licenses | | | [removed: 2.5] [added: 2.3] | | | | [removed: 2.9] [added: 2.5] | |

| Insurance and claims | | | [removed: 1.0] [added: 0.9] | | | | [removed: 1.1] [added: 1.0] | |

| Communication and utilities | | | [removed: 0.7] [added: 0.6] | | | | [removed: 0.8] [added: 0.7] | |

| Depreciation and amortization | | | [removed: 4.9] [added: 4.5] | | | | [removed: 6.5] [added: 4.9] | |

| Purchased transportation | | | [removed: 3.5] [added: 2.5] | | | | [removed: 2.4] [added: 3.5] | |

| Miscellaneous expenses, net | | | [removed: 0.5] [added: 0.2] | | | | 0.5 | |

| Total operating expenses | | | [removed: 73.5] [added: 70.6] | | | | [removed: 77.4] [added: 73.5] | |

| Operating income | | | [removed: 26.5] [added: 29.4] | | | | [removed: 22.6] [added: 26.5] | |

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

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

| Income before income taxes | | | [removed: 26.4] [added: 29.4] | | | | [removed: 22.4] [added: 26.4] | |

| Provision for income taxes | | | [removed: 6.7] [added: 7.4] | | | | [removed: 5.6] [added: 6.7] | |

| Net income | | | [removed: 19.7] [added: 22.0] | [removed: %] [added: %] | | | [removed: 16.8] [added: 19.7] | % |

Key financial and operating metrics for [removed: 2021] [added: 2022] and [removed: 2020] [added: 2021] are presented below:

| | | [removed: 2021] [added: 2022] | | | | [removed: 2020] [added: 2021] | | | | [removed: Change] [added: Change] | | | | [removed: % Change] [added: % Change] | | |

| Work days | | | [removed: 252] [added: 253] | | | | [removed: 254] [added: 252] | | | | [removed: (2] [added: 1] | [removed: )] | | | [removed: (0.8] [added: 0.4] | [removed: )] |

| Operating ratio | | | [removed: 73.5] [added: 70.6] | [removed: %] [added: %] | | | [removed: 77.4] [added: 73.5] | % | | | | | | | | |

| Diluted earnings per share | | [removed: $] [added: $] | [removed: 8.89] [added: 12.18] | | | $ | [removed: 5.68] [added: 8.89] | | | $ | [removed: 3.21] [added: 3.29] | | | | [removed: 56.5] [added: 37.0] | |

| LTL tons *(in thousands)* | | | [removed: 10,119] [added: 10,211] | | | | [removed: 8,770] [added: 10,119] | | | | [removed: 1,349] [added: 92] | | | | [removed: 15.4] [added: 0.9] | |

| LTL shipments *(in thousands)* | | | [removed: 12,880] [added: 12,989] | | | | [removed: 10,869] [added: 12,880] | | | | [removed: 2,011] [added: 109] | | | | [removed: 18.5] [added: 0.8] | |

| LTL weight per shipment *(lbs.)* | | | [removed: 1,571] [added: 1,572] | | | | [removed: 1,614] [added: 1,571] | | | | [removed: (43] [added: 1] | [removed: )] | | | [removed: (2.7] [added: 0.1] | [removed: )] |

| LTL revenue per hundredweight | | [removed: $] [added: $] | [removed: 25.59] [added: 30.24] | | | $ | [removed: 22.62] [added: 25.59] | | | $ | [removed: 2.97] [added: 4.65] | | | | [removed: 13.1] [added: 18.2] | |

| LTL revenue per shipment | | [removed: $] [added: $] | [removed: 402.01] [added: 475.45] | | | $ | [removed: 364.94] [added: 402.01] | | | $ | [removed: 37.07] [added: 73.44] | | | | [removed: 10.2] [added: 18.3] | |

| LTL revenue per intercity mile | | [removed: $] [added: $] | [removed: 7.32] [added: 8.28] | | | $ | [removed: 6.42] [added: 7.32] | | | $ | [removed: 0.90] [added: 0.96] | | | | [removed: 14.0] [added: 13.1] | |

| LTL intercity miles *(in thousands)* | | | [removed: 707,611] [added: 746,028] | | | | [removed: 617,805] [added: 707,611] | | | | [removed: 89,806] [added: 38,417] | | | | [removed: 14.5] [added: 5.4] | |

| Average length of haul *(miles)* | | | [removed: 935] [added: 934] | | | | [removed: 925] [added: 935] | | | | [removed: 10] [added: (1] | [added: )] | | | [removed: 1.1] [added: (0.1] | [added: )] |

As a result, net income and earnings per diluted share increased by [removed: 53.8%] [added: 33.1%] and [removed: 56.5%,] [added: 37.0%,] respectively, in [removed: 2021] [added: 2022] as compared to [removed: 2020.][added: 2021.]

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

*LTL Revenue Per Hundredweight* - Our LTL transportation services are generally priced based on weight, commodity, and distance.

This measurement reflects the application of our pricing policies to the services we provide, which are influenced by competitive market conditions and our growth objectives.

Generally, freight is rated by a class system, which is established by the National Motor Freight Traffic Association, Inc. Light, bulky freight typically has a higher class and is priced at higher revenue per hundredweight than dense, heavy freight.

Fuel surcharges, accessorial charges, revenue adjustments and revenue for undelivered freight are included in this measurement.

*LTL Weight Per Shipment* - Fluctuations in weight per shipment can indicate changes in the mix of freight we receive from our customers, as well as changes in the number of units included in a shipment.

Generally, increases in weight per shipment indicate higher demand for our customers’ products and overall increased economic activity.

Changes in weight per shipment can also be influenced by shifts between LTL and other modes of transportation, such as truckload and intermodal, in response to capacity, service and pricing issues.

Fluctuations in weight per shipment generally have an inverse effect on our revenue per hundredweight, as a decrease in weight per shipment will typically cause an increase in revenue per hundredweight.

*Average Length of Haul* - We consider lengths of haul less than 500 miles to be regional traffic, lengths of haul between 500 miles and 1,000 miles to be inter-regional traffic, and lengths of haul in excess of 1,000 miles to be national traffic.

This metric is used to analyze our tonnage and pricing trends for shipments with similar characteristics, and also allows for comparison with other transportation providers serving specific markets.

By analyzing this metric, we can determine the success and growth potential of our service products in these markets.

Changes in length of haul generally have a direct effect on our revenue per hundredweight, as an increase in length of haul will typically cause an increase in revenue per hundredweight.

| | | | | | | | | |

| | | 2022 | | | | 2021 | | |

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

| Revenue *(in thousands)* | | $ | 6,260,077 | | | $ | 5,256,328 | | | $ | 1,003,749 | | | | 19.1 | |

| Net income *(in thousands)* | | $ | 1,377,159 | | | $ | 1,034,375 | | | $ | 342,784 | | | | 33.1 | |

| LTL tonnage per day | | | 40,359 | | | | 40,153 | | | | 206 | | | | 0.5 | |

| LTL shipments per day | | | 51,341 | | | | 51,111 | | | | 230 | | | | 0.5 | |

Our financial results for 2022 included double-digit growth in our revenue, net income and earnings per diluted share.

The 19.1% increase in revenue to $6.3 billion was due primarily to the increase in LTL revenue per hundredweight as LTL tons increased 0.9%.

The increase in revenue and our disciplined control of our operating costs contributed to a 290 basis-point improvement in our operating ratio to 70.6% for 2022 as compared to 73.5% for 2021.

Revenue increased $1.0 billion, or 19.1%, in 2022 compared to 2021, due to an increase in LTL revenue per hundredweight and a slight increase in LTL tonnage.

This increase reflects the impact of higher fuel surcharges associated with the significant increase in diesel fuel prices as well as the ongoing commitment to our long-term yield management strategy.

We believe our focus on obtaining an appropriate yield is necessary to offset rising operating costs and also allows us to invest in opportunities that can improve the quality of our service and provide capacity for future growth.

LTL tons per day decreased 7.8%, due to a 5.9% decrease in LTL shipments per day and a 2.0% decrease in LTL weight per shipment.

Our average number of active full-time employees increased 2,291, or 10.4%, during 2022 as compared to 2021 as we hired additional employees primarily during the first half of the year to balance our workforce with our customers' shipment trends and reduce our reliance on third-party purchased transportation.

The improvements in our productive labor costs, as a percentage of revenue, reflect the leveraging effect of increases in our yield as well as our ongoing commitment to operating efficiently.

Our productive labor costs as a percentage of revenue were also impacted by declines in our P&D shipments per hour and linehaul laden load average as we trained our new employees.

In addition, our benefit costs were positively impacted by a reduction in accrued benefits expense attributable to the termination of an employment agreement during the third quarter of 2022.

Our other operating supplies and expenses as a percent of revenue increased in 2022 as compared to the same periods of 2021, due to increases in equipment repair and maintenance costs.

Depreciation and amortization increased $16.2 million, or 6.2%, in 2022 as compared to 2021.

The increases in depreciation and amortization costs were due primarily to the assets acquired as part of our 2021 and 2022 capital expenditure programs.

Purchased transportation expense decreased $27.7 million, or 14.9%, in 2022 as compared to 2021.

We utilize purchased transportation services from third-party transportation providers in our domestic linehaul network to supplement our equipment and our workforce when needed to support our growth initiatives and to maximize the efficient movement of LTL freight within our service center network.

Our significant investments in workforce and equipment enabled us to reduce our use of purchased transportation beginning in the second quarter of 2022.

| | | | | | | | | |

and our Note Purchase and Private Shelf Agreement with PGIM, Inc. (“Prudential”) and certain affiliates and managed accounts of Prudential, which we entered into on May 4, 2020 (the “Note Agreement”).

| | | | | | | | | |

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

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

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

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

Department of Energy, which reset each week.

| | | 2021 | | | | 2020 | | |

| Revenue *(in thousands)* | | $ | 5,256,328 | | | $ | 4,015,129 | | | $ | 1,241,199 | | | | 30.9 | |

| Net income *(in thousands)* | | $ | 1,034,375 | | | $ | 672,682 | | | $ | 361,693 | | | | 53.8 | |

Our financial results for 2021 reflect the highest annual revenue and profitability in our Company’s history.

We believe the increase in our annual revenue to $5.3 billion in 2021 was driven by the consistent execution of our long-term strategy of providing superior service to customers at a fair price, while continuing to invest in capacity and technology to support the increased customer demand for our services.

Our revenue growth reflects higher shipment volumes and further improvements in our yield, both of which were supported by the strength of the domestic economy.

The increased freight density in our service center network and improvement in our yield, combined with improved operating efficiencies, led to the 390 basis-point improvement in our operating ratio to 73.5%

for 2021 as compared to 2020.

Revenue increased $1.24 billion, or 30.9%, in 2021 compared to 2020, due to increases in both our LTL tonnage and LTL revenue per hundredweight.

The increase in tonnage resulted from higher LTL shipment volumes that were partially offset by a decrease in LTL weight per shipment.

Our LTL weight per shipment declined due primarily to our continuing efforts to reduce the number of heavy-weighted and larger, harder-to-handle types of shipments in our network.

We believe the increase in LTL shipments was driven by higher customer demand for our superior service, coupled with our available network capacity and the strength of the U.S. domestic economy.

We believe the increase in LTL revenue per hundredweight was driven by the success of our long-term pricing strategy as well as changes in mix of our freight.

The increase also reflects the positive impact of a decline in weight per shipment and an increase in average length of haul on this metric.

LTL tons per day increased 7.7%, due primarily to a 10.2% increase in LTL shipments per day that was offset by a 2.2% decrease in LTL weight per shipment.

Our average number of active full-time employees increased 3,034, or 15.9%, during 2021 as compared to 2020.

We believe our full-time employee headcount will continue to increase as we hire employees to balance our workforce with ongoing growth in customer demand and shipment trends.

This improvement includes the impact of increases in our linehaul laden load average and P&D shipments per hour as we increased density across our network, as well as declines in our platform shipments per hour as we trained our new employees.

Our employee benefit costs also increased due to additional holiday pay benefits provided in 2021 and increases in certain retirement benefit plan costs directly linked to our net income.

In addition, our group health and dental costs increased due to increases in costs per claim, as well as higher claim volumes per covered employee.

Our other operating supplies and expenses remained relatively consistent as a percent of revenue between the periods compared.

Depreciation and amortization costs were relatively consistent in 2021 as compared to 2020.

While our capital expenditures were significantly higher in 2021 compared to 2020, our 2021 depreciation and amortization costs were impacted by our planned reduction in capital expenditures for revenue equipment in 2020 as we balanced our fleet with volumes, as well as delays in receipt of certain revenue equipment included in our 2021 capital expenditure plan.

Purchased transportation expense increased $87.8 million, or 89.7%, in 2021 as compared to 2020, due primarily to an increase in our use of third-party transportation providers to supplement our workforce and equipment as demand for our services increased.

We expect to continue to purchase supplemental transportation services until the capacity of our team and fleet can fully support our anticipated growth.

These increases were partially offset by reductions in proceeds from debt issuances and scheduled principal payments during 2021 as compared to 2020.

We believe we also have sufficient access to debt and equity markets to provide other sources of liquidity, if needed.

looking to expand.

Our 2020 capital expenditures were lower than normal, particularly with respect to revenue equipment and real estate, due to economic uncertainty as a result of the COVID-19 pandemic.

At December 31, 2021, our stock repurchase programs had $2.02 billion remaining available, including $62.5 million that was deferred until final settlement occurred on our accelerated share repurchase agreement in January 2022.

Following final settlement, there is $1.96 billion remaining available and uncommitted.

On February 21, 2020, we announced that our Board of Directors approved a three-for-two split of our common stock for shareholders of record as of the close of business on the record date of March 10, 2020.

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

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

All references in this report to dividend amounts have been restated retroactively to reflect this stock split.

Our Board of Directors also declared quarterly cash dividends that totaled $0.80 per share for the year ended December 31, 2021 and quarterly cash dividends that totaled $0.60 per share for the year ended December 31, 2020.

We maintain an investment portfolio principally composed of certificates of [removed: deposit, U.S. government securities,] [added: deposit] and commercial paper.

These investments totaled [removed: $254.4] [added: $49.4] million and [removed: $330.3] [added: $254.4] million at December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] respectively.

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

A hypothetical 100 basis point change in market interest rates would have had an immaterial impact on the fair value of these investments at December 31, [removed: 2021] [added: 2022] and [removed: 2020.][added: 2021.]

The cash surrender value in life insurance contracts included on our Balance Sheets at December 31, [removed: 2021] [added: 2022] and [removed: 2020] [added: 2021] was [removed: $75.2] [added: $63.5] million and [removed: $65.4] [added: $75.2] million, respectively.

The portion of underlying investments with exposure to market fluctuations was [removed: $59.9] [added: $45.9] million and [removed: $51.2] [added: $59.9] million at December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] 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 [removed: investments on December 31, 2021.][added: investments.]

A 10% change in market value would have caused a [removed: $6.0] [added: $4.6] million and a [removed: $5.1] [added: $6.0] million impact on our pre-tax income in [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] respectively.

could have an adverse impact on their fair value.

[removed: Overview][added: Overview]

In addition to numerous service center renovations, expansions, and [removed: relocations of] existing service [removed: centers,] [added: center relocations,] we opened [removed: 7, 25] [added: 4, 27] and [removed: 35] [added: 37] new service centers over the past one, five and ten years, respectively, for a total of [removed: 251] [added: 255] service centers at December 31, [removed: 2021.][added: 2022.]

We believe these [removed: expansions] [added: actions] produced increased capacity within our service center network and provide us with opportunities for future growth.

[removed: Our Industry][added: Our Industry]

The LTL freight is then routed through a network of service centers where the freight may be transferred [removed: to other trucks with similar destinations.]

[removed: The American Trucking Associations reported total transportation revenue in] [added: In 2021,] the [removed: United States] [added: LTL industry had revenue] of [removed: $911.2 billion in 2020, which included] approximately [removed: $41.1] [added: $46.8] billion [removed: for the LTL industry] based on information reported in Transport Topics.

The largest 5 and 10 LTL motor carriers accounted for approximately [removed: 58%] [added: 57%] and [removed: 83%,] [added: 82%,] respectively, of the domestic LTL market in [removed: 2020.][added: 2021 according to information reported in Transport Topics.]

[removed: Competition][added: Competition]

[removed: Service] [added: Service] Center [removed: Operations][added: Operations]

At December 31, [removed: 2021,] [added: 2022,] we operated [removed: 251] [added: 255] service center locations, of which we owned [removed: 227] [added: 231] and leased 24.

Our service centers are responsible for the pickup and delivery [added: ("P&D")] of freight within their local service area.

Our management reviews the productivity and service performance of each service center on a daily basis to [added: help] ensure quality service and efficient operations.

Although we have established primary responsibility for customer service at the local service center level, our customers may access information and initiate transactions through our centralized customer service department located at our corporate office or through other [removed: electronic gateways.][added: digital channels.]

[removed: These centralized] [added: Our integrated] systems and [removed: our] customer service department provide our customers with a single point of contact to access information across all areas of our operations and for each of our service offerings.

[removed: Linehaul Transportation][added: Linehaul Transportation]

[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 our exposure [added: to potential cargo loss and damage expenses.]

[removed: Tractors,] [added: Tractors,] Trailers and [removed: Maintenance][added: Maintenance]

At December 31, [removed: 2021,] [added: 2022,] we owned [removed: 10,403] [added: 11,274] tractors.

The table below reflects, as of December 31, [removed: 2021,] [added: 2022,] the average age of our tractors and trailers:

| [removed: Type] [added: Type] of [removed: Equipment] [added: Equipment] | | [removed: Number] [added: Number] of [removed: Units] [added: Units] | | | | [removed: Average Age (In years)] [added: Average Age(In years)] | | |

The table below sets forth our capital expenditures for tractors and trailers for the years ended December 31, [removed: 2021] [added: 2022] and [removed: 2020.][added: 2021.]

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

| [removed: (In thousands)] [added: In thousands] | | [removed: 2021] [added: 2022] | | | | [removed: 2020] [added: 2021] | | |

| Tractors | | [removed: $] [added: $] | [removed: 130,772] [added: 148,719] | | | $ | [removed: 17,518] [added: 130,772] | |

At December 31, [removed: 2021,] [added: 2022,] we operated [removed: 43] [added: 44] fleet maintenance centers at strategic service center locations throughout our network.

[removed: Customers][added: Customers]

In [removed: 2021,] [added: 2022,] our largest customer accounted for approximately 5.4% of our revenue and our largest 5, 10 and 20 customers accounted for [removed: 16.0%, 22.3%] [added: 16.1%, 22.7%] and [removed: 30.2%] [added: 31.1%] of our revenue, respectively.

[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; however, the effects of the COVID-19 pandemic on the domestic economy impacted our normal seasonal trends during 2020 and may continue to impact our seasonal trends in future periods.][added: months.]

[removed: Technology][added: Technology]

Our systems are protected through physical and software safeguards, as well as redundant systems, network security measures and [removed: backup systems.][added: backups.]

[removed: Insurance][added: Insurance]

[removed: Diesel] [added: Diesel] Fuel Availability and [removed: Cost][added: Cost]

[removed: Human Capital][added: Human Capital]

[removed: Employee Profile][added: *Employee Profile*]

As of December 31, [removed: 2021,] [added: 2022,] we employed [removed: 23,663] [added: 23,471] active full-time employees, none of which were represented under a collective bargaining agreement.

| [removed: Full-Time Employees] [added: Full-Time Employees] | | [removed: Number] [added: Number] of [removed: Employees] [added: Employees] | | |

| Fleet technicians | | | [removed: 609] [added: 676] | |

| Sales, administrative and other | | | [removed: 5,902] [added: 6,437] | |

to other trucks with similar destinations.

Our management team monitors freight

| | | | | | | | | |

| Tractors | | | 11,274 | | | | 5.4 | |

| Linehaul trailers | | | 31,252 | | | | 7.7 | |

| P&D trailers | | | 14,315 | | | | 7.7 | |

Recent supply chain challenges, however, have adversely impacted our equipment manufacturers.

We may periodically utilize third-party transportation providers in our linehaul network to supplement our equipment or maintain older equipment that would have otherwise been replaced based on our normal equipment cycle, in order to support our equipment needs.

| | | | | | | | | |

| Trailers | | | 216,697 | | | | 140,595 | |

| Total | | $ | 365,416 | | | $ | 271,367 | |

| | | | | |

| Drivers | | | 12,080 | |

| Platform | | | 4,278 | |

| Total | | | 23,471 | |

to potential cargo loss and damage expenses.

| Tractors | | | 10,403 | | | | 5.0 | |

| Linehaul trailers | | | 27,917 | | | | 7.8 | |

| P&D trailers | | | 13,303 | | | | 7.5 | |

Supply chain challenges have impacted our equipment manufacturers during 2021 and may continue to impact them during 2022.

We will continue to use older equipment that would have otherwise been replaced based on our normal equipment cycle to help ensure that we have adequate capacity to support anticipated growth.

We will also continue to utilize purchased transportation, as needed, in order to support the capacity of our workforce and equipment needs.

| Trailers | | | 140,594 | | | | 2,151 | |

| Total | | $ | 271,366 | | | $ | 19,669 | |

| Drivers | | | 11,802 | |

| Platform | | | 5,350 | |

| Total | | | 23,663 | |

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.

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

Consistent with SEC Regulation S-K 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: $1,000,000] [added: $1.0 million] or more.

Applying this threshold, there are no such unresolved proceedings to disclose as of December 31, 2022.

The following matter is disclosed in accordance with that requirement.

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

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

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

We are in discussions concerning resolution of this matter.

[removed: UNITED STATES][added: UNITED STATES]

[removed: SECURITIES] [added: SECURITIES] AND EXCHANGE [removed: COMMISSION][added: COMMISSION]

[removed: Washington,] [added: Washington,] D.C. [removed: 20549][added: 20549]

[removed: FORM 10-K][added: FORM 10-K]

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

[removed: For] [added: For] the fiscal year [removed: ended December 31, 2021][added: ended December 31, 2022]

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

[removed: For] [added: For] the transition period from ____________ to [removed: ____________.][added: ____________.]

[removed: Commission] [added: Commission] File [removed: Number: 0-19582][added: Number: 0-19582]

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

[removed: (Exact] [added: (Exact] name of registrant as specified in its [removed: charter)][added: charter)]

[removed: ][added: ]

| [removed: Virginia] [added: Virginia] | | [removed: 56-0751714] [added: 56-0751714] |

| [removed: (State] [added: (State] or other jurisdiction [removed: of incorporation] [added: of incorporation] or [removed: organization)] [added: organization)] | | [removed: (I.R.S. Employer Identification No.)] [added: (I.R.S. Employer Identification No.)] |

[removed: 500] [added: 500] Old Dominion [removed: Way][added: Way]

[removed: Thomasville, NC 27360][added: Thomasville, NC 27360]

[removed: (Address] [added: (Address] of principal executive [removed: offices)][added: offices)]

[removed: (Zip Code)][added: (Zip Code)]

[removed: (336) 889-5000][added: (336) 889-5000]

[removed: (Registrant’s] [added: (Registrant’s] telephone number, including area [removed: code)][added: code)]

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

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

| Large accelerated filer | ☒ | [removed: | |] Accelerated filer | ☐ | [added: Emerging growth company | ☐ |]

| Non-accelerated filer | ☐ | [removed: | |] Smaller reporting company | ☐ | [added: | |]

The aggregate market value of voting stock held by non-affiliates of the registrant as of June 30, [removed: 2021] [added: 2022] was [removed: $24,053,489,079,] [added: $23,446,631,519,] based on the closing sales price as reported on the Nasdaq Global Select Market.

As of February 21, [removed: 2022,] [added: 2023,] the registrant had [removed: 114,863,803] [added: 110,026,430] outstanding shares of Common Stock ($0.10 par value).

[removed: DOCUMENTS] [added: DOCUMENTS] INCORPORATED BY [removed: REFERENCE][added: REFERENCE]

Certain portions of the Company’s Proxy Statement for the [removed: 2022] [added: 2023] Annual Meeting of Shareholders are incorporated by reference into Part III of this report.

[removed: INDEX][added: INDEX]

| [removed: [Forward-Looking Information](#FORWARDLOOKING_INFORMATION)] [added: [Forward-Looking Information](#forwardlooking_information)] | | | 1 |

| [removed: [Part I](#PART_I)] [added: [Part I](#part_i)] | | | 1 |

| Item 1B | [Unresolved Staff [removed: Comments](#ITEM_1B_UNRESOLVED_STAFF_COMMENTS)] [added: Comments](#item_1b_unresolved_staff_comments)] | | [removed: 16] [added: 17] |

| Item 2 | [removed: [Properties](#ITEM_2_PROPERTIES)] [added: [Properties](#item_2_properties)] | | [removed: 16] [added: 17] |

| Item 3 | [Legal [removed: Proceedings](#ITEM_3_LEGAL_PROCEEDINGS)] [added: Proceedings](#item_3_legal_proceedings)] | | [removed: 17] [added: 18] |

| Item 4 | [Mine Safety [removed: Disclosures](#ITEM_4_MINE_SAFETY_DISCLOSURES)] [added: Disclosures](#item_4_mine_safety_disclosures)] | | [removed: 17] [added: 18] |

| [removed: [Part II](#PART_II)] [added: [Part II](#part_ii)] | | | [removed: 18] [added: 19] |

| Item 5 | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#ITEM_5_MARKET_FOR_REGISTRANTS_COMMON_EQU)] [added: Securities](#item_5_market_for_registrants_common_equ)] | | [removed: 18] [added: 19] |

| Item 6 | [removed: [Selected Financial Data](#ITEM_6_SELECTED_FINANCIAL_DATA)] [added: [\[Reserved\]](#item_6_selected_financial_data)] | | [removed: 19] [added: 20] |

| Item 7 | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#ITEM_7_MANAGEMENTS_DISCUSSION_ANALYSIS_F)] [added: Operations](#item_7_managements_discussion_analysis_f)] | | [removed: 20] [added: 21] |

| Item 7A | [Quantitative and Qualitative Disclosures about Market [removed: Risk](#ITEM_7A_QUANTITATIVE_QUALITATIVE_DISCLOS)] [added: Risk](#item_7a_quantitative_qualitative_disclos)] | | [removed: 27] [added: 28] |

| | |

OR

| | |

| | | |

| | | | | | |

| | | | | | |

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).

| | | | |

OR

| | | | | Emerging growth company | ☐ |

We own our principal executive office located in Thomasville, North Carolina, and [removed: 227] [added: 231] of the [removed: 251] [added: 255] service centers we operated as of December 31, [removed: 2021.][added: 2022.]

At December 31, [removed: 2021,] [added: 2022,] the terms of our leased properties ranged from month-to-month to a lease that expires in 2039.

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

[removed: PART II][added: PART II]

[removed: Common] [added: Common] Stock [removed: Information][added: Information]

At February [removed: 17, 2022,] [added: 16, 2023,] there were [removed: 287,277] [added: 377,120] holders of our common stock, including [removed: 103] [added: 76] shareholders of record.

[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: 2016,] [added: 2017,] in (i) our common stock, (ii) the S&P 500 Total Return Index, [added: and] (iii) the Dow Jones Transportation Average, [removed: and (iv) the Nasdaq Industrial Transportation Index,] for the five-year period ended December 31, [removed: 2021.][added: 2022.]

[removed: ][added: ]

[removed: Cumulative] [added: Cumulative] Total [removed: Return][added: Return]

| Old Dominion Freight Line, Inc. | | $ | 100 | | [removed: |] $ | [removed: 153 |] [added: 94] | | $ | [removed: 144 |] [added: 145] | | $ | [removed: 221 |] [added: 225] | | $ | [removed: 341 |] [added: 415] | | $ | [removed: 631] [added: 330] | |

The following table provides information regarding our repurchases of our common stock during the fourth quarter of 2022:

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

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

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

| | | Total Number of Shares Purchased (1) | | | | Average Price Paid per Share | | | | Total Number of Shares Purchased as Part of Publicly Announced Programs | | | | Approximate Dollar Value of Shares that May Yet Be Purchased Under the Programs | | |

| October 1-31, 2022 | | | 434,311 | | | $ | 264.79 | | | | 434,238 | | | $ | 763,985,373 | |

| November 1-30, 2022 | | | 295,748 | | | $ | 287.26 | | | | 295,675 | | | $ | 679,050,187 | |

| December 1-31, 2022 | | | 70 | | | $ | 302.61 | | | | \- | | | $ | 679,050,187 | |

| Total | | | 730,129 | | | | | | | | 729,913 | | | | | |

(1)

Total number of shares purchased during the quarter includes 216 shares of our common stock surrendered by a participant to satisfy tax withholding obligations in connection with the vesting of equity awards issued under our 2016 Stock Incentive Plan.

On July 28, 2021, we announced that our Board of Directors had approved a new stock repurchase program authorizing us to repurchase up to an aggregate of $2.0 billion of our outstanding common stock (the “2021 Repurchase Program”).

The 2021 Repurchase Program, which does not have an expiration date, began after the completion of our prior repurchase program in January 2022.

Under our 2021 Repurchase Program, we may repurchase shares from time to time in open market purchases or through privately negotiated transactions.

Shares of our common stock repurchased under our 2021 Repurchase Program are canceled at the time of repurchase and are classified as authorized but unissued shares of our common stock.

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

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

| | | 12/31/17 | | | 12/31/18 | | | 12/31/19 | | | 12/31/20 | | | 12/31/21 | | | 12/31/22 | | |

| S&P 500 Total Return Index | | $ | 100 | | $ | 96 | | $ | 126 | | $ | 149 | | $ | 192 | | $ | 157 | |

| Dow Jones Transportation Average | | $ | 100 | | $ | 88 | | $ | 106 | | $ | 123 | | $ | 164 | | $ | 136 | |

We did not repurchase any shares of our common stock during the fourth quarter of 2021.

The Company was added to the Dow Jones Transportation Average in December 2021.

As a result, our performance graphs going forward will use the Dow Jones Transportation Average rather than the Nasdaq Industrial Transportation Index.

For comparative purposes, however, we have included the Nasdaq Industrial Transportation Index in the performance graph below.

| | | 12/31/16 | | | | 12/31/17 | | | | 12/31/18 | | | | 12/31/19 | | | | 12/31/20 | | | | 12/31/21 | | |

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

| S&P 500 Total Return Index | | $ | 100 | | | $ | 122 | | | $ | 116 | | | $ | 153 | | | $ | 181 | | | $ | 233 | |

| New Index: | | | | | | | | | | | | | | | | | | | | | | | | |

| Dow Jones Transportation Average | | $ | 100 | | | $ | 119 | | | $ | 104 | | | $ | 126 | | | $ | 147 | | | $ | 196 | |

| Former Index: | | | | | | | | | | | | | | | | | | | | | | | | |

| Nasdaq Industrial Transportation Index | | $ | 100 | | | $ | 128 | | | $ | 116 | | | $ | 146 | | | $ | 191 | | | $ | 242 | |

Not applicable.

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

[removed: BALANCE SHEETS][added: BALANCE SHEETS]

| | | [removed: December 31,] [added: December 31,] | | | | | | |

| [removed: (In] [added: (In] thousands, except share and per share [removed: data)] [added: data)] | | [added: 2022 | | | |] 2021 | | | | 2020 | | |

| [removed: ASSETS] [added: ASSETS] | | | | | | | | |

| Cash and cash equivalents [added: at beginning of year] | | [removed: $] | [removed: 462,564] [added: 462,564] | | | [removed: $] | 401,430 | | [added: | | 403,571 | |]

| Short-term investments | | | [removed: 254,433] [added: 49,355] | | | | [removed: 330,274] [added: 254,433] | |

| Customer receivables, less allowances of [removed: $9,855] [added: $10,689] and [removed: $8,979,] [added: $9,855,] respectively | | | [removed: 567,474] [added: 578,648] | | | | [removed: 444,653] [added: 567,474] | |

| Income taxes receivable | | | [removed: 19,218] [added: 12,738] | | | | [removed: —] [added: 19,218] | |

| Other receivables | | | [removed: 12,410] [added: 13,743] | | | | [removed: 9,569] [added: 12,410] | |

| Prepaid expenses and other current assets | | | [removed: 67,688] [added: 92,944] | | | | [removed: 57,413] [added: 67,688] | |

| Total current assets | | | [removed: 1,383,787] [added: 933,740] | | | | [removed: 1,243,339] [added: 1,383,787] | |

| Revenue equipment | | | [removed: 2,146,205] [added: 2,501,995] | | | | [removed: 1,885,649] [added: 2,146,205] | |

| Land and structures | | | [removed: 2,463,949] [added: 2,750,100] | | | | [removed: 2,218,290] [added: 2,463,949] | |

| Other fixed assets | | | [removed: 512,340] [added: 550,442] | | | | [removed: 475,264] [added: 512,340] | |

| Leasehold improvements | | | [removed: 13,131] [added: 13,516] | | | | [removed: 12,226] [added: 13,131] | |

| Total property and equipment | | | [removed: 5,135,625] [added: 5,816,053] | | | | [removed: 4,591,429] [added: 5,135,625] | |

| Less: Accumulated depreciation | | | [removed: (1,919,939] [added: (2,128,985] | [removed: )] [added: )] | | | [removed: (1,677,398] [added: (1,919,939] | ) |

| Net property and equipment | | | [removed: 3,215,686] [added: 3,687,068] | | | | [removed: 2,914,031] [added: 3,215,686] | |

| Other assets | | | [removed: 222,071] [added: 217,802] | | | | [removed: 212,040] [added: 222,071] | |

| Total assets | | [removed: $] [added: $] | [removed: 4,821,544] [added: 4,838,610] | | | $ | [removed: 4,369,410] [added: 4,821,544] | |

| [removed: LIABILITIES] [added: LIABILITIES] AND SHAREHOLDERS’ [removed: EQUITY] [added: EQUITY] | | | | | | | | |

| Accounts payable | | [removed: $] [added: $] | [removed: 82,519] [added: 106,275] | | | $ | [removed: 68,511] [added: 82,519] | |

| Compensation and benefits | | | [removed: 257,905] [added: 288,278] | | | | [removed: 191,303] [added: 257,905] | |

| Claims and insurance accruals | | | [removed: 61,822] [added: 63,307] | | | | [removed: 53,092] [added: 61,822] | |

| Other accrued liabilities | | | [removed: 61,988] [added: 51,933] | | | | [removed: 51,513] [added: 61,988] | |

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

| Total current liabilities | | | [removed: 464,234] [added: 529,793] | | | | [removed: 373,130] [added: 464,234] | |

| Long-term debt | | | [removed: 99,947] [added: 79,963] | | | | [removed: 99,931] [added: 99,947] | |

| Other non-current liabilities | | | [removed: 328,838] [added: 265,422] | | | | [removed: 349,851] [added: 328,838] | |

| Deferred income taxes | | | [removed: 248,718] [added: 310,515] | | | | [removed: 220,210] [added: 248,718] | |

| Total long-term liabilities | | | [removed: 677,503] [added: 655,900] | | | | [removed: 669,992] [added: 677,503] | |

| Total liabilities | | | [removed: 1,141,737] [added: 1,185,693] | | | | [removed: 1,043,122] [added: 1,141,737] | |

| Common stock - $0.10 par value, 280,000,000 shares authorized, [removed: 115,011,172] [added: 110,222,819] and [removed: 117,057,696] [added: 115,011,172] shares outstanding at December 31, [removed: 2021] [added: 2022] and December 31, [removed: 2020,] [added: 2021,] respectively. | | | [removed: 11,501] [added: 11,022] | | | | [removed: 11,706] [added: 11,501] | |

| Capital in excess of par value | | | [removed: 174,445] [added: 244,590] | | | | [removed: 226,451] [added: 174,445] | |

| Retained earnings | | | [removed: 3,493,861] [added: 3,397,305] | | | | [removed: 3,088,131] [added: 3,493,861] | |

| Total shareholders’ equity | | | [removed: 3,679,807] [added: 3,652,917] | | | | [removed: 3,326,288] [added: 3,679,807] | |

| Total liabilities and shareholders’ equity | | [removed: $] [added: $] | [removed: 4,821,544] [added: 4,838,610] | | | $ | [removed: 4,369,410] [added: 4,821,544] | |

[removed: The] [added: *The] accompanying notes are an integral part of these financial [removed: statements.][added: statements.*]

[removed: STATEMENTS OF OPERATIONS][added: STATEMENTS OF OPERATIONS]

| Cash and cash equivalents | | $ | 186,312 | | | $ | 462,564 | |

| Current maturities of long-term debt | | | 20,000 | | | | — | |

OLD DOMINION FREIGHT LINE, INC.

*The accompanying notes are an integral part of these financial statements.*

OLD DOMINION FREIGHT LINE, INC.

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

| Net income | | | — | | | | — | | | | — | | | | 1,377,159 | | | | 1,377,159 | |

| Share repurchases, including settlements under accelerated share repurchase programs | | | (4,815 | ) | | | (482 | ) | | | — | | | | (1,276,737 | ) | | | (1,277,219 | ) |

| Forward contract for accelerated share repurchases settled in 2022 | | | — | | | | — | | | | 62,500 | | | | (62,500 | ) | | | — | |

| Balance as of December 31, 2022 | | | 110,223 | | | $ | 11,022 | | | $ | 244,590 | | | $ | 3,397,305 | | | $ | 3,652,917 | |

*The accompanying notes are an integral part of these financial statements.*

OLD DOMINION FREIGHT LINE, INC.

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

| Net income | | $ | 1,377,159 | | | $ | 1,034,375 | | | $ | 672,682 | |

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

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

*The accompanying notes are an integral part of these financial statements.*

OLD DOMINION FREIGHT LINE, INC.

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

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

We periodically

OLD DOMINION FREIGHT LINE, INC.

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

| | | |

OLD DOMINION FREIGHT LINE, INC.

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

The 2020

OLD DOMINION FREIGHT LINE, INC.

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

The table below summarizes our accelerated share repurchase activity for 2022 and 2021.

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

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

| | | | | | | Agreement | | | | | | | | | | | | | | |

| Agreement | | | Settlement | | | Amount | | | | Initial Shares | | | | Shares Received | | | | Total Shares | | |

| Date | | | Date | | | *(In millions)* | | | | Received | | | | at Settlement | | | | Received | | |

| February 2021 | | | August 2021 | | | $ | 275.0 | | | | 960,330 | | | | 140,716 | | | | 1,101,046 | |

| August 2021 | | | January 2022 | | | $ | 250.0 | | | | 655,365 | | | | 123,410 | | | | 778,775 | |

| February 2022 | | | April 2022 | | | $ | 400.0 | | | | 1,018,157 | | | | 372,809 | | | | 1,390,966 | |

At December 31, 2022, we had $679.1 million remaining authorized under the 2021 Repurchase Program.

| | | | | | | | | |

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

| Net income | | | — | | | | — | | | | — | | | | 615,518 | | | | 615,518 | |

| Share repurchases | | | (2,403 | ) | | | (240 | ) | | | — | | | | (240,720 | ) | | | (240,960 | ) |

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

| Cash and cash equivalents at beginning of year | | | 401,430 | | | | 403,571 | | | | 190,282 | |

Cash settled phantom stock awards are accounted for as a liability under ASC Topic 718 and changes in the fair value of our liability are recognized as compensation cost over the remaining requisite service period.

Changes in the fair value of the liability that occur after the requisite service period are recognized as compensation cost during the period in which the changes occur.

We remeasure the liability for the outstanding awards at the end of each reporting period and the compensation cost is based on the change in fair market value for each reporting period.

As of December 31, 2021 and 2020, there were no unsettled phantom stock awards accounted for as a liability under the Phantom Plans, as defined in Note 8.

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

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

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

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

Awards of restricted stock and performance-based restricted stock units are accounted for as equity under ASC Topic 718.

aggregate of $2.0 billion of our outstanding common stock (the “2021 Repurchase Program”).

On May 29, 2020, we entered into an accelerated share repurchase agreement (the “May 2020 ASR Agreement”) with a third-party financial institution.

Under the May 2020 ASR Agreement, we repurchased 683,434 shares for $125.0 million.

On February 25, 2021, we entered into an accelerated share repurchase agreement (the “February 2021 ASR Agreement”) with a third-party financial institution.

The February 2021 ASR Agreement was settled during the third quarter of 2021, with the final number of shares received based on the daily volume-weighted average share price of our common stock over the term of the agreement, less a negotiated discount.

Under the February 2021 ASR Agreement, we repurchased 1,101,046 shares for $275.0 million.

On August 26, 2021, we entered into an accelerated share repurchase agreement (the “August 2021 ASR Agreement”) with a third-party financial institution.

Under the August 2021 ASR Agreement, we paid the third-party financial institution $250.0 million and received an initial delivery of 655,365 shares of our common stock for $187.5 million, representing approximately 75% of the total value of shares to be received by us under the August 2021 ASR Agreement.

At December 31, 2021, our repurchase programs had $2.02 billion remaining available, including $62.5 million that was deferred until final settlement occurred on the August 2021 ASR Agreement, leaving $1.96 billion remaining available and uncommitted.

The August 2021 ASR Agreement was settled during January 2022, with the final number of shares received based on the daily volume-weighted average share price of our common stock over the term of the agreement, less a negotiated discount.

Under the August 2021 ASR Agreement, we repurchased 778,775 shares for $250.0 million.

| 2022 | | $ | 16,909 | |

| 2023 | | | 15,650 | |

| 2024 | | | 13,480 | |

| 2025 | | | 11,012 | |

| 2026 | | | 10,734 | |

| Thereafter | | | 53,463 | |

Income Taxes

Congdon, Executive Chairman of our Board of Directors.

Our employment agreement with David S.

Congdon is incorporated by reference as an exhibit to this Annual Report on Form 10-K.

| Unvested at January 1, 2021 | | | 139,863 | | | $ | 121.53 | |

| Granted | | | 49,969 | | | | 213.55 | |

| Vested | | | (71,426 | ) | | | 116.49 | |

| Forfeited | | | (2,830 | ) | | | 156.77 | |

| Unvested at January 1, 2021 | | | 31,072 | | | $ | 146.29 | |

[removed: | a) |] Evaluation of disclosure controls and procedures [removed: |]

[removed: | b) |] Management’s annual report on internal control over financial reporting [removed: |]

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: 2021] [added: 2022] 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: 2021,] [added: 2022,] based on our evaluation under the 2013 Framework.

The effectiveness of our internal control over financial reporting as of December 31, [removed: 2021] [added: 2022] has been audited by Ernst & Young LLP, an independent registered public accounting firm, as stated in its report dated February [removed: 23, 2022,] [added: 22, 2023,] which is included herein.

[removed: | c) |] Changes in internal control over financial reporting [removed: |]

[removed: Opinion] [added: Opinion] on Internal Control over Financial [removed: Reporting][added: Reporting]

We have audited Old Dominion Freight Line, Inc.’s internal control over financial reporting as of December 31, [removed: 2021,] [added: 2022,] 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: 2021,] [added: 2022,] 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: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] 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: 2021,] [added: 2022,] and the related notes and the financial statement schedule listed in the Index at Item 15(a)(2) and our report dated February [removed: 23, 2022] [added: 22, 2023] expressed an unqualified opinion thereon.

[removed: Basis] [added: Basis] for [removed: Opinion][added: Opinion]

[removed: Definition] [added: Definition] and Limitations of Internal Control Over Financial [removed: Reporting][added: Reporting]

a)

b)

c)

February 22, 2023

| --- | --- |

February 23, 2022

[removed: PART III][added: PART III]

The information required by Item 10 of Form 10-K will appear in the Company’s proxy statement for its [removed: 2022] [added: 2023] 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: 2022] [added: 2023] 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: 2022] [added: 2023] 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: 2022] [added: 2023] 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: 2022] [added: 2023] 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.

[removed: PART IV][added: PART IV]

[removed: (a)(1)] [added: (a)(1)] Financial [removed: Statements.][added: Statements.]

Balance Sheets – December 31, [removed: 2021] [added: 2022] and December 31, [removed: 2020][added: 2021]

Statements of Operations – Years ended December 31, [removed: 2021,] [added: 2022,] December 31, [removed: 2020] [added: 2021] and December 31, [removed: 2019][added: 2020]

Statements of Changes in Shareholders’ Equity – Years ended December 31, [removed: 2021,] [added: 2022,] December 31, [removed: 2020] [added: 2021] and December 31, [removed: 2019][added: 2020]

Statements of Cash Flows – Years ended December 31, [removed: 2021,] [added: 2022,] December 31, [removed: 2020] [added: 2021] and December 31, [removed: 2019][added: 2020]

[removed: (a)(2)] [added: (a)(2)] Financial Statement [removed: Schedules.][added: Schedules.]

[removed: Schedule II][added: Schedule II]

[removed: Old] [added: Old] Dominion Freight Line, [removed: Inc.][added: Inc.]

[removed: Valuation] [added: Valuation] and Qualifying [removed: Accounts][added: Accounts]

| [removed: (In thousands)] [added: (In thousands)] | | [removed: Allowance] [added: Allowance] for Uncollectible [removed: Accounts (1)] [added: Accounts (1)] | | | | | | | | | | | | | | |

| [removed: Year] [added: Year] Ended December [removed: 31,] [added: 31,] | | [removed: Balance] [added: Balance] at Beginning of [removed: Period] [added: Period] | | | | [removed: Charged] [added: Charged] to [removed: Expense] [added: Expense] | | | | [removed: Deductions (2)] [added: Deductions (2)] | | | | [removed: Balance] [added: Balance] at End of [removed: Period] [added: Period] | | |

[removed: | (1) |] This table does not include any allowances for revenue adjustments that result from billing corrections, customer allowances, money-back service guarantees and other miscellaneous revenue adjustments that are recorded in our revenue from operations. [removed: |]

[removed: | (2) |] Uncollectible accounts written off, net of recoveries. [removed: |]

[removed: (a)(3)] [added: (a)(3)] Exhibits [removed: Filed.][added: Filed.]

[removed: (b) Exhibits.][added: (b) Exhibits.]

[removed: (c)] [added: (c)] Separate Financial Statements and [removed: Schedules.][added: Schedules.]

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

| 2022 | | $ | 6,039 | | | $ | 2,128 | | | $ | 1,490 | | | $ | 6,677 | |

(1)

(2)

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

| --- | --- |

[removed: EXHIBIT INDEX][added: EXHIBIT INDEX]

[removed: TO] [added: TO] ANNUAL REPORT ON FORM [removed: 10-K][added: 10-K]

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

[removed: FOR] [added: FOR] YEAR [removed: ENDED DECEMBER] [added: ENDED DECEMBER] 31, [removed: 2021][added: 2022]

| [removed: Exhibit No.] [added: Exhibit No.] | | [removed: Description] [added: Description] |

| 3.1.1 | | [Amended and Restated Articles of Incorporation of Old Dominion Freight Line, Inc. (as amended July 30, 2004) (Incorporated by reference to the exhibit of the same number contained in the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2004, filed on August 6, [removed: 2004)](http://www.sec.gov/Archives/edgar/data/878927/000119312504134102/dex311.htm)] [added: 2004)](https://www.sec.gov/Archives/edgar/data/878927/000119312504134102/dex311.htm)] |

| 3.1.2 | | [Articles of Amendment of Old Dominion Freight Line, Inc. (Incorporated by reference to the exhibit of the same number contained in the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2012, filed on August 9, [removed: 2012)](http://www.sec.gov/Archives/edgar/data/878927/000087892712000029/odflexhibit312amendedartic.htm)] [added: 2012)](https://www.sec.gov/Archives/edgar/data/878927/000087892712000029/odflexhibit312amendedartic.htm)] |

| 3.1.3 | | [Articles of Amendment of Old Dominion Freight Line, Inc. (Incorporated by reference to the exhibit of the same number contained in the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2020, filed on August 6, [removed: 2020)](http://www.sec.gov/Archives/edgar/data/878927/000156459020037340/odfl-ex313_13.htm)] [added: 2020)](https://www.sec.gov/Archives/edgar/data/878927/000156459020037340/odfl-ex313_13.htm)] |

| 3.2 | | [Amended and Restated Bylaws of Old Dominion Freight Line, Inc. (as amended through [removed: May] [added: October] 19, [removed: 2021)] [added: 2022)] (Incorporated by reference to the exhibit of the same number contained in the Company’s Current Report on Form 8-K filed on [removed: May] [added: October] 20, [removed: 2021)](http://www.sec.gov/Archives/edgar/data/0000878927/000156459021029086/odfl-ex32_126.htm)] [added: 2022)](https://www.sec.gov/Archives/edgar/data/0000878927/000156459021029086/odfl-ex32_126.htm)] |

| [removed: 4.1] [added: 10.18.4*] | | [removed: [Specimen certificate] [added: [Form] of [removed: Common] [added: Old Dominion Freight Line, Inc. Director Phantom] Stock [added: Plan Award Agreement] (Incorporated by reference to the exhibit of the same number contained in the [removed: Company's] [added: Company’s] Quarterly Report on Form 10-Q for the quarter ended June 30, [removed: 2018,] [added: 2008,] filed on August [removed: 7, 2018)](http://www.sec.gov/Archives/edgar/data/0000878927/000087892718000042/odflexhibit41.htm)] [added: 8, 2008)](https://www.sec.gov/Archives/edgar/data/878927/000119312508172069/dex10184.htm)] |

| 4.14 | | [Second Amended and Restated Credit Agreement, dated November 21, 2019, among Old Dominion Freight Line, Inc., Wells Fargo Bank, National Association, as Administrative Agent, and the Lenders named therein (Incorporated by reference to the exhibit of the same number contained in the Company’s Current Report on Form 8-K filed on November 21, [removed: 2019)](http://www.sec.gov/Archives/edgar/data/0000878927/000156459019044074/odfl-ex414_53.htm)] [added: 2019)](https://www.sec.gov/Archives/edgar/data/0000878927/000156459019044074/odfl-ex414_53.htm)] |

| [removed: 4.15] [added: 4.1] | | [removed: [Description] [added: [Specimen certificate] of Common [removed: Stock](https://www.sec.gov/Archives/edgar/data/878927/000156459022006303/odfl-ex415_7.htm)] [added: Stock](https://www.sec.gov/Archives/edgar/data/878927/000095017023003783/odfl-ex4_1.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, [removed: 2020)](http://www.sec.gov/Archives/edgar/data/878927/000156459020021054/odfl-ex416_458.htm)] [added: 2020)](https://www.sec.gov/Archives/edgar/data/878927/000156459020021054/odfl-ex416_458.htm)] |

| [removed: 10.17.8*] [added: 10.17.24*] | | [removed: [Amended] [added: [Agreement to Terminate Amended] and Restated Employment [removed: Agreement] [added: Agreement, effective August 16, 2022, by and] between Old Dominion Freight Line, Inc. and David S. [removed: Congdon, effective as of June 1, 2008] [added: Congdon] (Incorporated by reference to the exhibit of the same number contained in the [removed: Company’s] [added: Company's] Current Report on Form [removed: 8-K,] [added: 8-K] filed on [removed: June 3, 2008)](http://www.sec.gov/Archives/edgar/data/878927/000129993308002835/exhibit3.htm)] [added: August 16, 2022)](https://www.sec.gov/Archives/edgar/data/878927/000095017022017508/odfl-ex10_1724.htm)] |

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

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

| [removed: 10.17.18*] [added: 10.20.3*] | | [removed: [First] [added: [Second] Amendment to [removed: Amended and Restated Employment Agreement, effective as] [added: 2006 Nonqualified Deferred Compensation Plan] of [removed: November 1, 2012, by and between] Old Dominion Freight Line, [removed: Inc. and David S. Congdon] [added: Inc., as amended, effective November 10, 2011] (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: 2012,] [added: 2011,] filed on February [removed: 28, 2013)](http://www.sec.gov/Archives/edgar/data/878927/000087892713000012/ex101718firstamendmenttoam.htm)] [added: 29, 2012)](https://www.sec.gov/Archives/edgar/data/878927/000119312512087645/d265073dex10203.htm)] |

| 10.17.20* | | [First Amendment to the Old Dominion Freight Line, Inc. 2012 Phantom Stock Plan (Incorporated by reference to the exhibit of the same number contained in the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2015, filed on May 7, [removed: 2015)](http://www.sec.gov/Archives/edgar/data/878927/000087892715000017/odflexhibit101720-1q2015.htm)] [added: 2015)](https://www.sec.gov/Archives/edgar/data/878927/000087892715000017/odflexhibit101720-1q2015.htm)] |

| [removed: 10.17.22*] [added: 10.19.12*] | | [removed: [Second Amendment to Amended and Restated Employment Agreement, effective October 20, 2016, by and between Old] [added: [Old] Dominion Freight Line, Inc. [added: Change of Control Severance Plan for Key Executives (As Amended] and [removed: David S. Congdon] [added: Restated Effective October 31, 2018)] (Incorporated by reference to the exhibit of the same number contained in the Company’s Current Report on Form 8-K filed on [removed: October 26, 2016)](http://www.sec.gov/Archives/edgar/data/878927/000087892716000085/exhibit101722.htm)] [added: November 1, 2018)](https://www.sec.gov/Archives/edgar/data/878927/000087892718000052/ex10191211118.htm)] |

| [removed: 10.17.23*] [added: 10.19.1*] | | [removed: [Third Amendment to Amended and Restated Employment Agreement, effective May 16, 2018, by and between Old] [added: [Old] Dominion Freight Line, Inc. [removed: and David S. Congdon] [added: Phantom Stock Plan, effective as of May 16, 2005] (Incorporated by reference to the exhibit of the same number contained in the Company’s Current Report on Form [removed: 8-K/A] [added: 8-K] filed on May [removed: 17, 2018)](http://www.sec.gov/Archives/edgar/data/878927/000087892718000023/exhibit101723htm.htm)] [added: 20, 2005)](https://www.sec.gov/Archives/edgar/data/878927/000119312505111997/dex10191.htm)] |

| [removed: 10.18.4*] [added: 10.23.2*] | | [Form of Old Dominion Freight Line, Inc. [removed: Director Phantom] [added: 2016] Stock [added: Incentive] Plan [added: Restricted Stock] Award Agreement [added: (Non-Employee Directors)] (Incorporated by reference to the exhibit of the same number contained in the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, [removed: 2008,] [added: 2016,] filed on August 8, [removed: 2008)](http://www.sec.gov/Archives/edgar/data/878927/000119312508172069/dex10184.htm)] [added: 2016)](https://www.sec.gov/Archives/edgar/data/878927/000087892716000079/odflexhibit10232-2q2016.htm)] |

| 10.18.7* | | [Old Dominion Freight Line, Inc. Director Phantom Stock Plan, as amended through April 1, 2011 (Incorporated by reference to the exhibit of the same number contained in the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2011, filed on May 9, [removed: 2011)](http://www.sec.gov/Archives/edgar/data/878927/000119312511132019/dex10187.htm)] [added: 2011)](https://www.sec.gov/Archives/edgar/data/878927/000119312511132019/dex10187.htm)] |

| 10.18.9* | | [2014 Declaration of Amendment to Old Dominion Freight Line, Inc. Director Phantom Stock Plan, effective February 20, 2014 (Incorporated by reference to the exhibit of the same number contained in the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2014, filed on May 6, [removed: 2014)](http://www.sec.gov/Archives/edgar/data/878927/000087892714000020/ex-10189.htm)] [added: 2014)](https://www.sec.gov/Archives/edgar/data/878927/000087892714000020/ex-10189.htm)] |

| 10.18.12* | | [Old Dominion Freight Line, Inc. Director Phantom Stock Plan (As Amended and Restated Through December 16, 2019) (Incorporated by reference to the exhibit of the same number contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019, filed on February 26, [removed: 2020)](http://www.sec.gov/Archives/edgar/data/878927/000156459020006626/odfl-ex101812_121.htm)] [added: 2020)](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)) (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, [removed: 2020)](http://www.sec.gov/Archives/edgar/data/878927/000156459020006626/odfl-ex101813_122.htm)] [added: 2020)](https://www.sec.gov/Archives/edgar/data/878927/000156459020006626/odfl-ex101813_122.htm)] |

| 10.18.15* | | [Old Dominion Freight Line, Inc. Non-Employee Director Compensation Structure, effective as of the 2022 Annual Meeting of [removed: Shareholders](https://www.sec.gov/Archives/edgar/data/878927/000156459022006303/odfl-ex1018_6.htm)] [added: 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, 2021 filed on February 3, 2022)](https://www.sec.gov/Archives/edgar/data/878927/000156459022006303/odfl-ex1018_6.htm)] |

| [removed: 10.19.1*] [added: 10.19.3*] | | [removed: [Old] [added: [Form of Old] Dominion Freight Line, Inc. Phantom Stock [removed: Plan, effective as of May 16, 2005] [added: Award Agreement] (Incorporated by reference to the exhibit of the same number contained in the Company’s Current Report on Form 8-K filed on [removed: May 20, 2005)](http://www.sec.gov/Archives/edgar/data/878927/000119312505111997/dex10191.htm)] [added: February 21, 2006)](https://www.sec.gov/Archives/edgar/data/878927/000119312506035347/dex10193.htm)] |

| [removed: 10.19.3*] [added: 10.19.8*] | | [removed: [Form of Old] [added: [Old] Dominion Freight Line, Inc. Phantom Stock Award Agreement (Incorporated by reference to the exhibit of the same number contained in the Company’s Current Report on Form 8-K filed on [removed: February 21, 2006)](http://www.sec.gov/Archives/edgar/data/878927/000119312506035347/dex10193.htm)] [added: July 5, 2012)](https://www.sec.gov/Archives/edgar/data/878927/000087892712000021/mccartyphantomgrant.htm)] |

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

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

| 10.19.7* | | [2011 Declaration of Amendment to Old Dominion Freight Line, Inc. Phantom Stock Plan, effective as of May 17, 2011 (Incorporated by reference to the exhibit of the same number contained in the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2011, filed on November 8, [removed: 2011)](http://www.sec.gov/Archives/edgar/data/878927/000119312511301458/d244522dex10197.htm)] [added: 2011)](https://www.sec.gov/Archives/edgar/data/878927/000119312511301458/d244522dex10197.htm)] |

| [removed: 10.19.8*] [added: 10.19.16*] | | [removed: [Old] [added: [Amendment to Old] Dominion Freight Line, Inc. Phantom Stock Award Agreement [added: (under the Old Dominion Freight Line, Inc. 2012 Phantom Stock Plan (As Amended and Restated Through December 16, 2019))] (Incorporated by reference to the exhibit of the same number contained in the Company’s Current Report on Form 8-K filed on [removed: July 5, 2012)](http://www.sec.gov/Archives/edgar/data/878927/000087892712000021/mccartyphantomgrant.htm)] [added: December 19, 2019)](https://www.sec.gov/Archives/edgar/data/878927/000156459019046352/odfl-ex101916_118.htm)] |

| 10.19.9* | | [2014 Declaration of Second Amendment to Old Dominion Freight Line, Inc. Director Phantom Stock Plan, effective as of August 7, 2014 (Incorporated by reference to the exhibit of the same number contained in the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2014, filed on November 5, [removed: 2014)](http://www.sec.gov/Archives/edgar/data/878927/000087892714000042/ex10199.htm)] [added: 2014)](https://www.sec.gov/Archives/edgar/data/878927/000087892714000042/ex10199.htm)] |

| 10.19.10* | | [2015 Declaration of Amendment to the Old Dominion Freight Line, Inc. Phantom Stock Plan (Incorporated by reference to the exhibit of the same number contained in the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2015, filed on May 7, [removed: 2015)](http://www.sec.gov/Archives/edgar/data/878927/000087892715000017/odflexhibit101910-1q2015.htm)] [added: 2015)](https://www.sec.gov/Archives/edgar/data/878927/000087892715000017/odflexhibit101910-1q2015.htm)] |

| 10.19.11* | | [2016 Declaration of Amendment to Old Dominion Freight Line, Inc. Director Phantom Stock Plan, effective as of February 25, 2016 (Incorporated by reference to the exhibit of the same number contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2015, filed on February 29, [removed: 2016)](http://www.sec.gov/Archives/edgar/data/878927/000087892716000055/ex-101911.htm)] [added: 2016)](https://www.sec.gov/Archives/edgar/data/878927/000087892716000055/ex-101911.htm)] |

| [removed: 10.19.12*] [added: 10.19.13*] | | [Old Dominion Freight Line, Inc. [removed: Change of Control Severance] [added: Phantom Stock] Plan [removed: for Key Executives] (As Amended and Restated [removed: Effective October 31, 2018)] [added: Through December 16, 2019)] (Incorporated by reference to the exhibit of the same number contained in the Company’s Current Report on Form 8-K filed on [removed: November 1, 2018)](http://www.sec.gov/Archives/edgar/data/878927/000087892718000052/ex10191211118.htm)] [added: December 19, 2019)](https://www.sec.gov/Archives/edgar/data/878927/000156459019046352/odfl-ex101913_121.htm)] |

| [removed: 10.19.13*] [added: 10.19.15*] | | [Old Dominion Freight Line, Inc. [added: 2012] Phantom Stock Plan (As Amended and Restated Through December 16, 2019) (Incorporated by reference to the exhibit of the same number contained in the Company’s Current Report on Form 8-K filed on December 19, [removed: 2019)](http://www.sec.gov/Archives/edgar/data/878927/000156459019046352/odfl-ex101913_121.htm)] [added: 2019)](https://www.sec.gov/Archives/edgar/data/878927/000156459019046352/odfl-ex101915_177.htm)] |

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

| [removed: 10.19.15*] [added: 10.21.1*] | | [Old Dominion Freight Line, Inc. [removed: 2012 Phantom Stock] [added: Performance Incentive] Plan (As Amended and Restated Through [removed: December 16,] [added: January 30,] 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, 2018,] filed on [removed: December 19, 2019)](http://www.sec.gov/Archives/edgar/data/878927/000156459019046352/odfl-ex101915_177.htm)] [added: February 27, 2019)](https://www.sec.gov/Archives/edgar/data/878927/000156459019004755/odfl-ex10211_188.htm)] |

| [removed: 10.19.16*] [added: 10.23.4*] | | [removed: [Amendment to] [added: [Form of] Old Dominion Freight Line, Inc. [removed: Phantom] [added: 2016] Stock [added: Incentive Plan Restricted Stock] Award Agreement [removed: (under the Old Dominion Freight Line, Inc. 2012 Phantom Stock Plan (As Amended and Restated Through December 16, 2019))] [added: (Employees)] (Incorporated by reference to the exhibit of the same number contained in the [removed: Company’s Current] [added: Company's Annual] Report on Form [removed: 8-K] [added: 10-K for the year ended December 31, 2021,] filed on [removed: December 19, 2019)](http://www.sec.gov/Archives/edgar/data/878927/000156459019046352/odfl-ex101916_118.htm)] [added: February 23, 2022)](https://www.sec.gov/Archives/edgar/data/878927/000156459022006303/odfl-ex1023_8.htm)] |

| 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, 2021 filed on February 3, 2022)](https://www.sec.gov/Archives/edgar/data/878927/000156459020006626/odfl-ex415_266.htm) |

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

| | | Balance Sheets at December 31, 2022 and 2021, (ii) the Statements of Operations for the years ended December 31, 2022, 2021 and 2020, (iii) the Statements of Changes in Shareholders’ Equity for the years ended December 31, 2022, 2021 and 2020, (iv) the Statements of Cash Flows for the years ended December 31, 2022, 2021 and 2020, and (v) the Notes to the Financial Statements |

SIGNATURES

| | | | | |

| 10.23.2* | | [Form of Old Dominion Freight Line, Inc. 2016 Stock Incentive Plan Restricted Stock Award Agreement (Non-Employee Directors) (Incorporated by reference to the exhibit of the same number contained in the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2016, filed on August 8, 2016)](http://www.sec.gov/Archives/edgar/data/878927/000087892716000079/odflexhibit10232-2q2016.htm) |

| 10.23.4* | | [Form of Old Dominion Freight Line, Inc. 2016 Stock Incentive Plan Restricted Stock Award Agreement (Employees)](https://www.sec.gov/Archives/edgar/data/878927/000156459022006303/odfl-ex1023_8.htm) |

| 10.23.5* | | [Form of Old Dominion Freight Line, Inc. 2016 Stock Incentive Plan Restricted Stock Unit Agreement (Performance-Based) (Employees)](https://www.sec.gov/Archives/edgar/data/878927/000156459022006303/odfl-ex1023_12.htm) |

| --- | --- |

SIGNATURES