Old Dominion Freight Line (ODFL) 10-K risk factor changes: FY2023 vs FY2022

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

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

We do, however, have a number of customers whose demand for our services is tied to [removed: U.S. industrial production, or] the broader domestic [removed: economy,] [added: economy] that could, collectively, [removed: drive] [added: impact our] business and [added: potential] revenue growth.

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

We have [removed: recently] [added: previously] experienced difficulties in purchasing equipment and [removed: related maintenance] parts [added: for repair] due to decreased supply and increased costs, and may [removed: continue to] experience such difficulties in the future.

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

These regulations, the limited equipment availability, and other supply chain factors have resulted and could continue to result in higher prices for new [removed: equipment,] [added: equipment and related maintenance parts,] which could have a material adverse effect on our business, financial [removed: condition, and results of operations, particularly our maintenance expense, mileage productivity, and driver retention.]

Various economic factors such as [removed: recessions, inflation and] [added: inflationary pressures or] downturns in the domestic economy could adversely impact our profitability and cash flows.

[removed: Our business has generally experienced] [added: Inflation impacts the] cost [removed: increases for labor,] [added: to operate our business by putting upward pressure on wages,] benefits, real estate, equipment, fuel, parts and repairs, [removed: operating taxes,] insurance, [removed: purchased transportation, interest expense] and other [added: general and] miscellaneous expenses.

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

In order to maintain adequate capacity to support our customers’ demand for our services we may, from time to time, utilize third-party transportation services to supplement [added: the capacity of] our workforce and [removed: equipment needs.][added: fleet.]

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

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

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 and short-term investments,] [added: cash,] 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.

Any [removed: subsequent] acquisition will entail numerous risks, including:

consolidation in the ground transportation industry may create other large carriers with greater financial resources [added: to use in operations] and other competitive advantages relating to their size;

Adverse macroeconomic conditions, both in the U.S. and internationally, such as recent [removed: rising] [added: high] inflation, [removed: increasing] [added: continued high] interest rates and slower economic growth has, and may continue to, negatively affect our customers’ business levels, the amount of transportation services they need, their ability to pay for our services and overall freight levels, any of which might impair our asset utilization.

Additionally, uncertainty and instability in the global economy [added: or widespread outbreak of an illness or any other communicable disease or public health crisis, as we saw with the COVID-19 pandemic,] may lead to fewer goods being transported and could have a material adverse effect on our business, financial condition and results of operations.

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

Further, Congress or one or more states could approve legislation and/or the National Labor Relations Board could render decisions or implement rule changes that could significantly affect [removed: our business and our relationship with our employees, including actions that could substantially liberalize the procedures for union organization.]

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

[removed: The sophistication of efforts by hackers, foreign] governments, cyber-terrorists, and cyber-criminals, acting individually or in coordinated groups, to launch distributed denial of service attacks or other coordinated attacks that may cause service outages, gain inappropriate or block legitimate access to systems or information, or result in other business interruptions has continued to increase.

Furthermore, while we maintain insurance intended to address costs associated with aspects of cyber incidents, network failures and data privacy-related concerns, [added: we cannot be certain that we will continue to be able to obtain excess insurance coverage in amounts we deem sufficient,] our [added: insurance carriers will pay on our insurance claims, or we will not experience a claim for which] coverage [removed: may] [added: is] not [removed: sufficiently cover all types of losses or claims that may arise.][added: provided.]

Our competitors may implement new [removed: technology] [added: technology, including artificial intelligence applications,] that could improve their service, price, available capacity or business relationships and increase their market share.

[removed: Due] [added: Increased concern over climate change and the potential impact of global warming has led] to [removed: increased consideration, there could be] an increase in [added: current and proposed] regulation from federal, state and local governments related to our carbon footprint, including with respect to vehicle engine and facility emissions.

There is also a focus from regulators and our customers on sustainability [removed: issues.][added: matters.]

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

Healthcare [removed: legislation] and other mandated benefits-related coverage may increase our costs for employee [removed: healthcare and] benefits and reduce our future profitability.

The nature of our business exposes us to the potential for various legal proceedings and claims related to labor and employment, personal injury, property damage, cargo claims, safety and contract compliance, environmental liability and other [added: matters.]

Congdon, Jr. and their affiliate family members beneficially own an aggregate of approximately [removed: 18%] [added: 12%] of the outstanding shares of our common stock.

We intend to pay a quarterly cash dividend to holders of our common stock for the foreseeable future; however, dividend payments are subject to approval by our Board of [removed: Directors,] [added: Directors (the "Board"),] and are restricted by applicable state law limitations on distributions to shareholders as well as certain covenants under our revolving credit facility and our note purchase and private shelf agreement.

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

expectations regarding our capital deployment program, including any existing or potential future share repurchase programs and any future dividend payments that may be declared by our [removed: Board of Directors,] [added: Board,] or any determination to cease repurchasing stock or paying dividends; [removed: and]

news reports of trends, concerns and other issues related to us or our industry, including changes in [removed: regulations.][added: regulations; and]

establish advance notice and other substantive and procedural requirements for nominations for election to our Board [removed: of Directors] or for proposing matters that can be acted upon at shareholder meetings;

condition, and results of operations, particularly our maintenance expense, depreciation expense, capital expenditures, mileage productivity, and driver retention.

Inflationary pressures have been significant in the United States in recent years.

In 2023, we experienced lower freight volumes due to continued softness in the domestic economy.

Decreased demand for LTL freight services can negatively impact shipment volume and lower weight per shipment, which in turn can negatively impact freight density in our network.

Reduced freight density in our network can have a deleveraging impact on fixed costs, including depreciation and other indirect costs as a percent of revenue, which can adversely impact our profitability and cash flows.

our business and our relationship with our employees, including actions that could substantially liberalize the procedures for union organization.

The sophistication of efforts by hackers, foreign

The rapid evolution and increased adoption of artificial intelligence technologies may also intensify our cybersecurity risks.

The engines in our newer tractors are subject to emissions-control regulations that could substantially increase operating expenses and future regulations concerning emissions or fuel-efficiency may have a material adverse impact on our business.

In December 2022, the U.S. Environmental Protection Agency (“EPA”) finalized new stringent emission standards to reduce nitrogen oxides and establish new standards for greenhouse gas emissions from heavy-duty engines under the Clean Trucks Plan.

In December 2021, the California Air Resources Board (“CARB”) adopted more stringent standards to reduce nitrogen oxide emissions from heavy-duty trucks.

Future strengthening of EPA, CARB or other federal or state regulatory requirements regarding fuel-efficiency or engine emissions of tractors could also result in increases in the cost of capital equipment and maintenance.

The CARB’s Advanced Clean Fleets (“ACF”) rule requires fleets to adopt an increasing percentage of zero emission trucks, complementing CARB’s Advanced Clean Trucks (“ACT”) rule.

The ACF rule applies to high-priority fleets of 50 or more trucks, aiming to accelerate the transition to zero emission vehicles (“ZEVs”).

The ACF rule offers the ZEV Milestones Option or the Model Year Schedule.

We have elected the ZEV Milestones Option, which allows fleets to phase in ZEVs between 2025 and 2042, depending on the type of vehicle and its usage.

Fleet owners choosing this option must continuously meet or exceed certain scheduled ZEV Fleet Milestone percentage requirements.

The ZEV Milestones Option ultimately requires 100% ZEVs by 2035.

While CARB’s ACF and ACT regulations may permit companies to seek exemptions or relief, there are no assurances that relief from either regulation will be obtained.

At this point, there are virtually no ZEVs widely available that are suitable replacements for current technology used in LTL operations.

In addition, there does not appear to be sufficient infrastructure in place to support an electric vehicle fleet operation throughout our current terminal network.

If ZEVs are not available or not commercially viable for the LTL market, we may be required to modify or curtail our operations in California.

During any transition to zero-emission trucks, due to the mandates on manufacturers limiting diesel engine sales, we may be forced to continue using older model diesel trucks that may require higher maintenance costs or be less reliable.

The transition to utilizing ZEVs could have a material adverse effect on our financial condition, results of operations, liquidity and cash flows.

Expectations relating to ESG considerations and related reporting obligations expose us to potential liabilities, increased costs, reputational harm, and other adverse effects on our business.

Many governments, regulators, investors, employees, customers and other stakeholders are increasingly focused on ESG considerations relating to businesses, including climate change and greenhouse gas emissions, human and civil rights, and diversity, equity and inclusion.

In addition, we may make statements about our goals and initiatives through our various non-financial reports, information provided on our website, press statements and other communications.

Responding to these ESG considerations and implementation of these goals and initiatives involves risks and uncertainties, requires investments, and depends in part on third-party performance or data that is outside our control.

potential costs and liabilities associated with cyber incidents;

widespread outbreak of an illness or any other communicable disease or public health crisis;

other factors described in this “Risk Factors” section.

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

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

As we saw during the peaks of the COVID-19 pandemic, 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 can have adverse impacts on our business, results of operations, financial condition and cost and access to capital, and on those of our customers and suppliers, and these adverse impacts may continue.

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

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 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 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.

We are subject to regulations issued by the U.S. Environmental Protection Agency (the “EPA”) as well as regulations issued by state and local agencies, including the California Air Resources Board (“CARB”) and the South Coast Air Quality Management District (“SCAQMD”).

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

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

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

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.

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.

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

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

matters.

This Management’s Discussion and Analysis of Financial Condition and Results of Operations generally discusses our [removed: 2022] [added: 2023] and [removed: 2021] [added: 2022] results and year-to-year comparisons between [removed: 2022] [added: 2023] and [removed: 2021.][added: 2022.]

Discussions of our [removed: 2020] [added: 2021] results and year-to-year comparisons between [removed: 2021] [added: 2022] and [removed: 2020] [added: 2021] 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: 2021,] [added: 2022,] which was filed with the Securities and Exchange Commission on February [removed: 23, 2022.][added: 22, 2023.]

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, [removed: pickup and delivery] [added: P&D] stops per hour, P&D shipments per hour, platform pounds handled per hour and platform shipments per hour.

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

| Salaries, wages and benefits | | | [removed: 43.4] [added: 44.8] | | | | [removed: 47.0] [added: 43.4] | |

| Operating supplies and expenses | | | [removed: 13.6] [added: 12.2] | | | | [removed: 10.8] [added: 13.6] | |

| General supplies and expenses | | | [removed: 2.6] [added: 2.8] | | | | 2.6 | |

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

| Insurance and claims | | | [removed: 0.9] [added: 1.3] | | | | [removed: 1.0] [added: 0.9] | |

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

| Depreciation and amortization | | | [removed: 4.5] [added: 5.5] | | | | [removed: 4.9] [added: 4.5] | |

| Purchased transportation | | | [removed: 2.5] [added: 2.1] | | | | [removed: 3.5] [added: 2.5] | |

| Miscellaneous expenses, net | | | [removed: 0.2] [added: 0.1] | | | | [removed: 0.5] [added: 0.2] | |

| Total operating expenses | | | [removed: 70.6] [added: 72.0] | | | | [removed: 73.5] [added: 70.6] | |

| Operating income | | | [removed: 29.4] [added: 28.0] | | | | [removed: 26.5] [added: 29.4] | |

| Interest (income) expense, net | | | [removed: (0.1] [added: (0.2] | ) | | | [removed: 0.0] [added: (0.1] | [added: )] |

| Income before income taxes | | | [removed: 29.4] [added: 28.1] | | | | [removed: 26.4] [added: 29.4] | |

| Provision for income taxes | | | [removed: 7.4] [added: 7.0] | | | | [removed: 6.7] [added: 7.4] | |

| Net income | | | [removed: 22.0] [added: 21.1] | % | | | [removed: 19.7] [added: 22.0] | % |

Key financial and operating metrics for [removed: 2022] [added: 2023] and [removed: 2021] [added: 2022] are presented below:

| | | [removed: 2022] [added: 2023] | | | | [removed: 2021] [added: 2022] | | | | Change | | | | % Change | | |

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

| Operating ratio | | | [removed: 70.6] [added: 72.0] | % | | | [removed: 73.5] [added: 70.6] | [removed: %] [added: %] | | | | | | | | |

| Diluted earnings per share | | $ | [removed: 12.18] [added: 11.26] | | | [removed: $] [added: $] | [removed: 8.89] [added: 12.18] | | | $ | [removed: 3.29] [added: (0.92] | [added: )] | | | [removed: 37.0] [added: (7.6] | [added: )] |

| LTL tons *(in thousands)* | | | [removed: 10,211] [added: 9,260] | | | | [removed: 10,119] [added: 10,211] | | | | [removed: 92] [added: (951] | [added: )] | | | [removed: 0.9] [added: (9.3] | [added: )] |

| LTL tonnage per day | | | [removed: 40,359] [added: 36,745] | | | | [removed: 40,153] [added: 40,359] | | | | [removed: 206] [added: (3,614] | [added: )] | | | [removed: 0.5] [added: (9.0] | [added: )] |

| LTL shipments *(in thousands)* | | | [removed: 12,989] [added: 12,176] | | | | [removed: 12,880] [added: 12,989] | | | | [removed: 109] [added: (813] | [added: )] | | | [removed: 0.8] [added: (6.3] | [added: )] |

| LTL shipments per day | | | [removed: 51,341] [added: 48,317] | | | | [removed: 51,111] [added: 51,341] | | | | [removed: 230] [added: (3,024] | [added: )] | | | [removed: 0.5] [added: (5.9] | [added: )] |

| LTL weight per shipment *(lbs.)* | | | [removed: 1,572] [added: 1,521] | | | | [removed: 1,571] [added: 1,572] | | | | [removed: 1] [added: (51] | [added: )] | | | [removed: 0.1] [added: (3.2] | [added: )] |

| LTL revenue per hundredweight | | $ | [removed: 30.24] [added: 31.31] | | | [removed: $] [added: $] | [removed: 25.59] [added: 30.24] | | | $ | [removed: 4.65] [added: 1.07] | | | | [removed: 18.2] [added: 3.5] | |

| LTL revenue per shipment | | $ | [removed: 475.45] [added: 476.25] | | | [removed: $] [added: $] | [removed: 402.01] [added: 475.45] | | | $ | [removed: 73.44] [added: 0.80] | | | | [removed: 18.3] [added: 0.2] | |

| LTL revenue per intercity mile | | $ | [removed: 8.28] [added: 8.38] | | | [removed: $] [added: $] | [removed: 7.32] [added: 8.28] | | | $ | [removed: 0.96] [added: 0.10] | | | | [removed: 13.1] [added: 1.2] | |

| LTL intercity miles *(in thousands)* | | | [removed: 746,028] [added: 691,632] | | | | [removed: 707,611] [added: 746,028] | | | | [removed: 38,417] [added: (54,396] | [added: )] | | | [removed: 5.4] [added: (7.3] | [added: )] |

| Average length of haul *(miles)* | | | [removed: 934] [added: 925] | | | | [removed: 935] [added: 934] | | | | [removed: (1] [added: (9] | ) | | | [removed: (0.1] [added: (1.0] | ) |

[removed: As a result,] [added: In addition, our] net income and [added: diluted] earnings per [removed: diluted] share [removed: increased] [added: decreased] by [removed: 33.1%] [added: 10.0%] and [removed: 37.0%,] [added: 7.6%,] respectively, [removed: in 2022] as compared to [removed: 2021.][added: 2022.]

Excluding fuel surcharges, LTL revenue per hundredweight increased [removed: 8.5%] [added: 8.3%] in [removed: 2022] [added: 2023] as compared to [removed: 2021.][added: 2022.]

*January [removed: 2023] [added: 2024] Update*

Revenue per day [removed: increased 4.2%] [added: decreased 2.7%] in January [removed: 2023] [added: 2024] compared to the same month last year.

LTL tons per day decreased [removed: 7.8%,] [added: 5.0%,] due [added: primarily] to a [removed: 5.9%] [added: 2.3%] decrease in LTL shipments per day and a [removed: 2.0%] [added: 2.8%] decrease in LTL weight per shipment.

LTL revenue per hundredweight increased [removed: 13.1%] [added: 2.7%] as compared to the same month last year.

| | | 2023 | | | | 2022 | | |

| Revenue *(in thousands)* | | $ | 5,866,152 | | | $ | 6,260,077 | | | $ | (393,925 | ) | | | (6.3 | ) |

| Net income *(in thousands)* | | $ | 1,239,502 | | | $ | 1,377,159 | | | $ | (137,657 | ) | | | (10.0 | ) |

Our financial results for 2023 reflect continued softness in the domestic economy that contributed to the decline in our revenue.

Despite the decrease in our LTL tons, we maintained a commitment to providing superior customer service to support the continued improvement in our yield.

We continued to focus on controlling our costs in the low volume environment, but we continued to invest in new capacity in anticipation of long-term growth in our market share.

As a result, our depreciation costs increased as a percent of revenue and contributed to the slight increase in our operating ratio to 72.0% for 2023.

Revenue decreased $393.9 million, or 6.3%, in 2023 compared to 2022.

This decrease resulted from a 9.0% decrease in LTL tonnage per day, which was primarily due to decreases in LTL shipments per day and LTL weight per shipment.

This decrease in revenue was partially offset by a 3.5% increase in our LTL revenue per hundredweight.

Our LTL revenue per hundredweight includes the impact of lower fuel surcharges resulting from a decline in the average price of diesel fuel for the comparable periods.

We believe the increase in our LTL revenue-per-hundredweight metrics was driven by the ongoing execution of our yield management strategy, which is focused on obtaining price increases necessary to offset our cost inflation and support our continued investments in capacity and technology.

Salaries and wages also decreased as a result of lower performance-based and discretionary bonus compensation.

These decreases were partially offset by the annual wage increase provided to our employees at the beginning of both September 2022 and 2023.

While our platform and P&D shipments per hour and P&D stops per hour improved during 2023 as compared to 2022, our linehaul laden load average declined due to the decreased operating density associated with the decrease in our LTL tons.

Our other salaries and wages as a percent of revenue remained consistent between the comparable periods.

The cost attributable to employee benefits decreased $4.1 million, or 0.6%, in 2023 compared to 2022.

The increase in employee benefit costs as a percent of salaries and wages was primarily due to an increase in our employee group health benefit costs that resulted from higher costs per claim.

This increase in employee benefit costs as a percent of salaries and wages was partially offset by lower retirement benefit plan costs directly linked to our net income.

Our other operating supplies and expenses as a percent of revenue were generally consistent in 2023 as compared to 2022.

We primarily utilize purchased transportation services to support our LTL services to and from Canada as well as our truckload brokerage operations.

We also periodically utilize purchased transportation for our domestic LTL service when we need to supplement the capacity of our workforce or fleet, which most frequently occurs during periods with significant growth.

We used third-party transportation providers in our domestic linehaul network during the first half of 2022, but our utilization was normalized during the second half of 2022 when the capacity of our team was closely balanced with our volumes.

These decreases were partially offset by a $48.4 million increase in depreciation and amortization expense.

This decrease in cash was partially offset by higher dividend payments to our shareholders and a scheduled principal payment under our long-term debt agreement.

| (In thousands) | | 2023 | | | | 2022 | | |

The new repurchase program, which does not have an expiration date, will be effective upon the completion of our 2021 Repurchase Program.

At December 31, 2023, our 2021 Repurchase Program had $225.4 million remaining authorized.

On February 16, 2024, we announced that our Board of Directors approved a two-for-one split of our common stock for shareholders of record as of the close of business on the record date of March 13, 2024.

The additional shares will be distributed by our transfer agent, Computershare Trust Company, N.A., on March 27, 2024.

Our first principal payment of $20.0 million was paid on May 4, 2023.

The remaining $80.0 million will be paid in four equal annual installments of $20.0 million through May 4, 2027.

The applicable margin for each of the foregoing options is dependent upon our consolidated debt to consolidated total capitalization ratio.

For periods covered under the Credit Agreement, the applicable margin on SOFR loans and letter of credit fees were 1.000% and commitment fees were 0.090%.

The Credit Agreement replaced our previous five-year, $250.0 million senior unsecured revolving credit agreement dated as of November 21, 2019 (the “Prior Credit Agreement”).

| (In thousands) | | 2023 | | | | 2022 | | |

| Series B Notes | | $ | 84,564 | | | $ | 22,072 | | | $ | 42,281 | | | $ | 20,211 | | | $ | — | |

| Operating lease obligations (2) | | | 151,273 | | | | 21,598 | | | | 37,261 | | | | 34,670 | | | | 57,744 | |

| Purchase obligations and Other | | | 38,056 | | | | 25,266 | | | | 12,790 | | | | — | | | | — | |

| Total | | $ | 273,893 | | | $ | 68,936 | | | $ | 92,332 | | | $ | 54,881 | | | $ | 57,744 | |

| | | 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 | |

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.

Our LTL revenue per hundredweight increased 18.2% in 2022 compared to 2021.

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.

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.

Salaries and wages also increased as a result of annual wage increases provided to our employees at the beginning of both September 2021 and 2022, as well as higher performance-based bonus compensation.

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.

Our other salaries and wages as a percent of revenue also decreased to 9.0% in 2022 as compared to 9.3% in 2021.

The increase in the costs attributable to employee benefits of $60.4 million, or 9.1%, includes the impact of the increase in the number of full-time employees eligible for our benefits and increases in certain higher retirement benefits costs directly linked to our net income.

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.

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”).

The 2020 Repurchase Program became effective upon the termination of our $350.0 million repurchase program on May 29, 2020.

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

shareholders as well as certain covenants under our Credit Agreement and Note Agreement.

Principal payments are required annually beginning on May 4, 2023 in equal installments of $20.0 million through May 4, 2027.

| Series B Notes | | $ | 107,254 | | | $ | 22,691 | | | $ | 43,522 | | | $ | 41,041 | | | $ | — | |

| Operating lease obligations (2) | | | 120,300 | | | | 21,243 | | | | 29,234 | | | | 25,262 | | | | 44,561 | |

| Purchase obligations and Other | | | 186,680 | | | | 160,776 | | | | 22,151 | | | | 3,753 | | | | | |

| Total | | $ | 414,234 | | | $ | 204,710 | | | $ | 94,907 | | | $ | 70,056 | | | $ | 44,561 | |

In August 2022, we entered into an agreement with David S.

Congdon, Executive Chairman of our Board of Directors, to terminate the employment agreement between the Company and Mr. Congdon.

Following termination of the employment agreement, Mr. Congdon remained an executive officer of the Company and continued to serve as Executive Chairman of our Board of Directors.

Congdon.

A 100 basis point increase in the average interest rate on this agreement would have no material effect on our operating [removed: results.][added: results at December 31, 2023 and 2022.]

[removed: We] [added: From time to time, we] are [removed: also] exposed to interest rate risk on [removed: our] [added: certain] short-term investments.

These fixed rate securities are subject to interest rate risk, as sharp increases in market interest rates [added: 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, 2022 and [removed: 2021.][added: no impact at December 31, 2023.]

The cash surrender value in life insurance contracts included on our Balance Sheets at December 31, [removed: 2022] [added: 2023] and [removed: 2021] [added: 2022] was [removed: $63.5] [added: $74.4] million and [removed: $75.2] [added: $63.5] million, respectively.

The portion of underlying investments with exposure to market fluctuations was [removed: $45.9] [added: $56.2] million and [removed: $59.9] [added: $45.9] million at December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] 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.][added: investments as of December 31, 2023 and 2022.]

A 10% change in market value would have caused a [removed: $4.6] [added: $5.6] million and a [removed: $6.0] [added: $4.6] million impact on our pre-tax income in [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] respectively.

We maintained a short-term investment portfolio, principally composed of commercial paper, totaling $49.4 million at December 31, 2022.

We held no short-term investments as of December 31, 2023.

We maintain an investment portfolio principally composed of certificates of deposit and commercial paper.

These investments totaled $49.4 million and $254.4 million at December 31, 2022 and 2021, respectively.

could have an adverse impact on their fair value.

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

In addition to numerous service center renovations, expansions, and existing service center relocations, we opened [removed: 4, 27] [added: 2, 22] and [removed: 37] [added: 36] new service centers over the past one, five and ten years, respectively, for a total of [removed: 255] [added: 257] service centers at December 31, [removed: 2022.][added: 2023.]

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

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

In [removed: 2021,] [added: 2022,] the LTL industry had revenue of approximately [removed: $46.8] [added: $53.8] billion based on information reported in [removed: Transport Topics.][added: *Transport Topics*.]

The largest 5 and 10 LTL motor carriers accounted for approximately [removed: 57%] [added: 56%] and [removed: 82%,] [added: 81%,] respectively, of the domestic LTL market in [removed: 2021] [added: 2022] according to information reported in [removed: Transport Topics.][added: *Transport Topics*.]

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

At December 31, [removed: 2022,] [added: 2023,] we operated [removed: 255] [added: 257] service center locations, of which we owned [removed: 231] [added: 233] and leased 24.

At December 31, [removed: 2022,] [added: 2023,] we owned [removed: 11,274] [added: 10,791] tractors.

The table below reflects, as of December 31, [removed: 2022,] [added: 2023,] the average age of our tractors and trailers:

The table below sets forth our capital expenditures for tractors and trailers for the years ended December 31, [removed: 2022] [added: 2023] and [removed: 2021.][added: 2022.]

| In thousands | | [removed: 2022] [added: 2023] | | | | [removed: 2021] [added: 2022] | | |

| Tractors | | $ | [removed: 148,719] [added: 203,417] | | | $ | [removed: 130,772] [added: 148,719] | |

| Trailers | | | [removed: 216,697] [added: 181,534] | | | | [removed: 140,595] [added: 216,697] | |

| Total | | $ | [removed: 365,416] [added: 384,951] | | | $ | [removed: 271,367] [added: 365,416] | |

At December 31, [removed: 2022,] [added: 2023,] we operated [removed: 44] [added: 46] fleet maintenance centers at strategic service center locations throughout our network.

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

Trailers are also [added: generally] scheduled for preventive maintenance every 90 days.

In [removed: 2022,] [added: 2023,] our largest customer accounted for approximately [removed: 5.4%] [added: 5.2%] of our revenue and our largest 5, 10 and 20 customers accounted for [removed: 16.1%, 22.7%] [added: 15.0%, 21.6%] and [removed: 31.1%] [added: 30.6%] of our revenue, respectively.

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

We continually seek to upgrade and enhance our technological [removed: capabilities.][added: capabilities, including our use of cloud-based technology.]

Our fuel [removed: surcharge programs] [added: surcharges] are [added: generally indexed to fuel prices published by the U.S. Department of Energy (the “DOE”) that reset each week and are] one of many components that we use to determine the overall price for our transportation services.

As of December 31, [removed: 2022,] [added: 2023,] we employed [removed: 23,471] [added: 22,902] active full-time employees, none of which were represented under a collective bargaining agreement.

| Fleet technicians | | | [removed: 676] [added: 673] | |

| Sales, administrative and other | | | [removed: 6,437] [added: 6,638] | |

As of December 31, [removed: 2022,] [added: 2023,] we employed [removed: 6,256] [added: 5,911] linehaul drivers and [removed: 5,824] [added: 5,453] P&D drivers on a full-time basis.

Since 1988, we have provided a no-cost opportunity for qualified employees to become drivers through the “Old Dominion Driver Training Program.” There are currently [removed: 3,789] [added: 3,569] active drivers who have successfully completed this training, which was approximately 31.4% of our driver workforce as of December 31, [removed: 2022.][added: 2023.]

[removed: In fact, over 19%] [added: Over 22%] of our drivers have achieved one million safe driving miles or more.

The 10-year average turnover rate for our driver graduates is approximately [removed: 6.9%,] [added: 7.4%,] which is below our 10-year average turnover rate for our Company-wide drivers of approximately [removed: 9.8%.][added: 10.1%.]

Our safety bonuses paid to drivers totaled [removed: $5.3] [added: $5.5] million, [removed: $4.9] [added: $5.3] million and [removed: $4.7] [added: $4.9] million in [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020,] [added: 2021,] respectively.

We also maintain a “Management Trainee [removed: Program”] [added: Program,” "Sales Trainee Program,"] and [removed: a] “Supervisor Development Program” that offer opportunities for our employees to be considered and prepared for sales and management opportunities.

We do not believe that the cost of future compliance with current environmental laws or regulations will have a material adverse effect on our operations, financial condition, competitive position or capital expenditures for fiscal year [removed: 2023.][added: 2024.]

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

| Tractors | | | 10,791 | | | | 4.5 | |

| Linehaul trailers | | | 31,233 | | | | 7.0 | |

| P&D trailers | | | 15,181 | | | | 7.2 | |

We have fuel surcharge programs that are designed to mitigate the financial statement impact of changes in the price of diesel fuel.

| Drivers | | | 11,364 | |

| Platform | | | 4,227 | |

| Total | | | 22,902 | |

to other trucks with similar destinations.

| 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.

Our fuel surcharges are generally indexed to fuel prices published by the U.S. Department of Energy (the “DOE”) that reset each week.

| Drivers | | | 12,080 | |

| Platform | | | 4,278 | |

| Total | | | 23,471 | |

Applying this threshold, there are no such unresolved proceedings to disclose as of December 31, [removed: 2022.][added: 2023.]

For the fiscal year ended December [removed: 31, 2022][added: 31, 2023]

[removed: ][added: ]

[added: |] 500 Old Dominion Way [added: Thomasville, North Carolina | | 27360 |]

[added: |] (Address of principal executive offices) [added: | | (Zip Code) |]

The aggregate market value of voting stock held by non-affiliates of the registrant as of June 30, [removed: 2022] [added: 2023] was [removed: $23,446,631,519,] [added: $35,352,739,253,] based on the closing sales price as reported on the Nasdaq Global Select Market.

As of February 21, [removed: 2023,] [added: 2024,] the registrant had [removed: 110,026,430] [added: 108,837,146] outstanding shares of Common Stock ($0.10 par value).

Certain portions of the Company’s Proxy Statement for the [removed: 2023] [added: 2024] Annual Meeting of Shareholders are incorporated by reference into Part III of this report.

| Item 1A | [Risk [removed: Factors](#item_1a_risk_factors)] [added: Factors](#item_1a)] | | 6 |

| Item 1B | [Unresolved Staff Comments](#item_1b_unresolved_staff_comments) | | [removed: 17] [added: 18] |

| Item 2 | [Properties](#item_2_properties) | | [removed: 17] [added: 19] |

| Item 3 | [Legal Proceedings](#item_3_legal_proceedings) | | [removed: 18] [added: 19] |

| Item 4 | [Mine Safety Disclosures](#item_4_mine_safety_disclosures) | | [removed: 18] [added: 19] |

| [Part II](#part_ii) | | | [removed: 19] [added: 20] |

| Item 5 | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](#item_5_market_for_registrants_common_equ) | | [removed: 19] [added: 20] |

| Item 6 | [\[Reserved\]](#item_6_selected_financial_data) | | [removed: 20] [added: 21] |

| Item 7 | [Management’s Discussion and Analysis of Financial Condition and Results of Operations](#item_7_managements_discussion_analysis_f) | | [removed: 21] [added: 22] |

| Item 7A | [Quantitative and Qualitative Disclosures about Market Risk](#item_7a_quantitative_qualitative_disclos) | | [removed: 28] [added: 30] |

| Item 8 | [Financial Statements and Supplementary Data](#item_8_financial_statements_supplementar) | | [removed: 30] [added: 31] |

| Item 16 | [Form 10-K Summary](#item_16_form_10k_summary) | | [removed: 51] [added: 50] |

| | | |

_______________________________________

| | | |

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

| Item 1C | [Cybersecurity](#item_1c_cyber_security) | | 18 |

Thomasville, NC 27360

(Zip Code)

The Board, through its Risk Committee, oversees the Company’s risk identification, risk tolerance, and management practices for enterprise risks facing the Company, including, but not limited to, risks associated with technology and operations, such as cybersecurity and cyber incident analysis and assessment.

Our cybersecurity policies, standards, processes and practices are fully integrated into our enterprise risk management (“ERM”) program and are based on recognized frameworks established by the National Institute of Standards and Technology and other applicable industry best practices.

In general, we seek to address cybersecurity risks through a comprehensive, cross-functional approach that is focused on protecting our systems to support our business operations, preserving the confidentiality, security and availability of the information that we collect and store by identifying, preventing and mitigating cybersecurity threats and effectively assessing and, if and as needed, responding to any cybersecurity threats and/or incidents.

*Risk Management and Strategy*

Key elements of our cybersecurity program include the following:

The Board’s oversight of cybersecurity risk management is supported by the Risk Committee, which regularly interacts with our ERM function, our Director of Information Security, and other members of the OD Technology Department.

We have implemented a comprehensive, cross-functional approach to identifying, preventing, and mitigating cybersecurity threats and/or incidents, while also implementing controls and procedures that provide for the prompt escalation of cybersecurity incidents as appropriate (including information that is conveyed to the Board under certain circumstances) so that decisions regarding the public disclosure and reporting of such incidents can be made by management in a timely manner.

We deploy technical safeguards that are designed to protect our information systems from cybersecurity threats, including firewalls, intrusion prevention and detection systems, anti-malware functionality and access controls, which are evaluated and improved through vulnerability assessments and cybersecurity threat intelligence.

We have established and maintain comprehensive incident response and recovery plans that are designed to help us to timely and efficiently respond to a cybersecurity incident, and such plans are tested and evaluated on at least an annual basis.

We maintain a comprehensive, risk-based approach to identifying and overseeing cybersecurity risks presented by third parties, including vendors, service providers and other external users of our systems, as well as the systems of third parties that could adversely impact our business in the event of a cybersecurity incident affecting those third-party systems.

We provide regular, mandatory training for employees regarding cybersecurity threats as a means to equip our employees with effective tools to address cybersecurity threats, and to communicate our evolving information security policies, standards, processes and practices.

Our Internal Audit Department, as part of its audit plan that is approved by the Audit Committee of the Board, conducts information technology audits as well as periodically engages third parties to perform cybersecurity attack and penetration assessments.

We also use third parties to periodically benchmark and assess our cybersecurity readiness and to assess how any known vulnerabilities might impact our Company as well as the sufficiency of our response.

The results generated from these activities are reported to management and are used to develop action plans to address any identified opportunities for risk mitigation and overall improvement.

The Risk Committee of our Board is apprised by management of the results of the third-party analysis, any related action plans, and progress against those plans.

Management, together with members of our OD Technology Department, brief the Board directly, or through their communications with the Risk Committee, on information security matters on at least a quarterly basis.

After gathering and assessing information about our risk exposure, the Risk Committee reports the results of its review to the Board on a regular basis.

Please refer to “Risks Related to Cybersecurity and Technology Matters” under Item 1A, “Risk Factors” above for a discussion of the risks from cybersecurity threats and the potential impact to our strategy, results of operations and financial condition.

*Governance*

The Board and the Risk Committee each receive regular presentations and reports on cybersecurity risks, which address a wide range of topics including recent developments, evolving standards, vulnerability assessments, third-party and independent reviews, the threat environment, technological trends and information security considerations.

The Board and the Risk Committee also receive prompt and timely information regarding any cybersecurity incident that meets established reporting thresholds, as well as ongoing updates regarding any such incident.

Our Director of Information Security has served in various roles in information technology and information security for over 30 years, and is a Certified Information Systems Security Professional (CISSP).

He and other members of the OD Technology Department work collaboratively across the Company and have implemented programs designed to protect our information systems from cybersecurity threats and position our Company to promptly respond, in coordination with various members of our senior management team, to any cybersecurity incidents in accordance with our incident response and recovery plans.

To facilitate the success of our cybersecurity risk management program, multidisciplinary teams throughout the Company are deployed to address cybersecurity threats and to respond to any cybersecurity incidents.

Through ongoing communications and collaboration with these teams, including members of our senior management team, as appropriate, our Director of Information Security monitors the prevention, detection, mitigation and remediation of any cybersecurity threats and incidents in real time, and reports any such threats and incidents to the Risk Committee when appropriate.

We own our principal executive office located in Thomasville, North Carolina, and [removed: 231] [added: 233] of the [removed: 255] [added: 257] service centers we operated as of December 31, [removed: 2022.][added: 2023.]

At December 31, [removed: 2022,] [added: 2023,] the terms of our leased properties ranged from month-to-month to a lease that expires in [removed: 2039.][added: 2035.]

At February 16, [removed: 2023,] [added: 2024,] there were [removed: 377,120] [added: 423,775] holders of our common stock, including [removed: 76] [added: 73] shareholders of record.

The following table provides information regarding our repurchases of our common stock during the fourth quarter of [removed: 2022:][added: 2023:]

Total number of shares purchased during the quarter includes [removed: 216] [added: 1,887] 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 [removed: 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”).

Under our [removed: 2021 Repurchase Program,] [added: repurchase programs,] we may repurchase shares from time to time in open market purchases or through privately negotiated transactions.

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

The following graph compares the total shareholder cumulative returns, assuming the reinvestment of all dividends, of $100 invested on December 31, [removed: 2017,] [added: 2018,] in (i) our common stock, (ii) the S&P 500 Total Return Index, and (iii) the Dow Jones Transportation Average, for the five-year period ended December 31, [removed: 2022.][added: 2023.]

[removed: ][added: ]

| Old Dominion Freight Line, Inc. | | $ | 100 | | $ | [removed: 94] [added: 154] | | $ | [removed: 145] [added: 239] | | $ | [removed: 225] [added: 440] | | $ | [removed: 415] [added: 350] | | $ | [removed: 330] [added: 502] | |

| October 1-31, 2023 | | | 58,925 | | | $ | 400.08 | | | | 58,296 | | | $ | 287,637,586 | |

| November 1-30, 2023 | | | 55,005 | | | $ | 392.18 | | | | 54,376 | | | $ | 266,302,847 | |

| December 1-31, 2023 | | | 105,434 | | | $ | 389.92 | | | | 104,805 | | | $ | 225,437,013 | |

| Total | | | 219,364 | | | | | | | | 217,477 | | | | | |

On July 26, 2023, we announced that our Board of Directors had approved a new stock repurchase program authorizing us to repurchase up to an aggregate of $3.0 billion of our outstanding common stock.

The new repurchase program, which does not have an expiration date, will be effective upon the completion of our 2021 Repurchase Program.

At December 31, 2023, our 2021 Repurchase Program had $225.4 million remaining authorized.

| | | 12/31/18 | | | 12/31/19 | | | 12/31/20 | | | 12/31/21 | | | 12/31/22 | | | 12/31/23 | | |

| S&P 500 Total Return Index | | $ | 100 | | $ | 131 | | $ | 156 | | $ | 200 | | $ | 164 | | $ | 207 | |

| Dow Jones Transportation Average | | $ | 100 | | $ | 121 | | $ | 141 | | $ | 188 | | $ | 155 | | $ | 186 | |

| 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 | | | | | |

| | | 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 | |

| (In thousands, except share and per share data) | | [removed: 2022] [added: 2023] | | | | [added: 2022 | | | |] 2021 | | |

| Cash and cash equivalents [added: at beginning of year] | | [removed: $] | 186,312 | | | [removed: $] | 462,564 | | [added: | | 401,430 | |]

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

| Customer receivables, less allowances of [removed: $10,689] [added: $10,405] and [removed: $9,855,] [added: $10,689,] respectively | | | [removed: 578,648] [added: 578,885] | | | | [removed: 567,474] [added: 578,648] | |

| Income taxes receivable | | | [removed: 12,738] [added: 18,554] | | | | [removed: 19,218] [added: 12,738] | |

| Other receivables | | | [removed: 13,743] [added: 17,884] | | | | [removed: 12,410] [added: 13,743] | |

| Prepaid expenses and other current assets | | | [removed: 92,944] [added: 94,211] | | | | [removed: 67,688] [added: 92,944] | |

| Total current assets | | | [removed: 933,740] [added: 1,143,333] | | | | [removed: 1,383,787] [added: 933,740] | |

| Revenue equipment | | | [removed: 2,501,995] [added: 2,590,770] | | | | [removed: 2,146,205] [added: 2,501,995] | |

| Land and structures | | | [removed: 2,750,100] [added: 3,021,447] | | | | [removed: 2,463,949] [added: 2,750,100] | |

| Other fixed assets | | | [removed: 550,442] [added: 623,164] | | | | [removed: 512,340] [added: 550,442] | |

| Leasehold improvements | | | [removed: 13,516] [added: 14,436] | | | | [removed: 13,131] [added: 13,516] | |

| Total property and equipment | | | [removed: 5,816,053] [added: 6,249,817] | | | | [removed: 5,135,625] [added: 5,816,053] | |

| Less: Accumulated depreciation | | | [removed: (2,128,985] [added: (2,154,412] | ) | | | [removed: (1,919,939] [added: (2,128,985] | ) |

| Net property and equipment | | | [removed: 3,687,068] [added: 4,095,405] | | | | [removed: 3,215,686] [added: 3,687,068] | |

| Other assets | | | [removed: 217,802] [added: 273,655] | | | | [removed: 222,071] [added: 217,802] | |

| Total assets | | $ | [removed: 4,838,610] [added: 5,512,393] | | | $ | [removed: 4,821,544] [added: 4,838,610] | |

| Accounts payable | | $ | [removed: 106,275] [added: 112,774] | | | $ | [removed: 82,519] [added: 106,275] | |

| Compensation and benefits | | | [removed: 288,278] [added: 278,953] | | | | [removed: 257,905] [added: 288,278] | |

| Claims and insurance accruals | | | [removed: 63,307] [added: 63,346] | | | | [removed: 61,822] [added: 63,307] | |

| Other accrued liabilities | | | [removed: 51,933] [added: 69,585] | | | | [removed: 61,988] [added: 51,933] | |

| Current maturities of long-term debt | | | 20,000 | | | | [removed: —] [added: 20,000] | |

| Total current liabilities | | | [removed: 529,793] [added: 544,658] | | | | [removed: 464,234] [added: 529,793] | |

| Long-term debt | | | [removed: 79,963] [added: 59,977] | | | | [removed: 99,947] [added: 79,963] | |

| Other non-current liabilities | | | [removed: 265,422] [added: 286,815] | | | | [removed: 328,838] [added: 265,422] | |

| Deferred income taxes | | | [removed: 310,515] [added: 363,132] | | | | [removed: 248,718] [added: 310,515] | |

| Total long-term liabilities | | | [removed: 655,900] [added: 709,924] | | | | [removed: 677,503] [added: 655,900] | |

| Total liabilities | | | [removed: 1,185,693] [added: 1,254,582] | | | | [removed: 1,141,737] [added: 1,185,693] | |

| Common stock - $0.10 par value, 280,000,000 shares authorized, [removed: 110,222,819] [added: 108,965,466] and [removed: 115,011,172] [added: 110,222,819] shares outstanding at December 31, [removed: 2022] [added: 2023] and December 31, [removed: 2021,] [added: 2022,] respectively. | | | [removed: 11,022] [added: 10,897] | | | | [removed: 11,501] [added: 11,022] | |

| Capital in excess of par value | | | [removed: 244,590] [added: 242,958] | | | | [removed: 174,445] [added: 244,590] | |

| Retained earnings | | | [removed: 3,397,305] [added: 4,003,956] | | | | [removed: 3,493,861] [added: 3,397,305] | |

| Total shareholders’ equity | | | [removed: 3,652,917] [added: 4,257,811] | | | | [removed: 3,679,807] [added: 3,652,917] | |

| Total liabilities and shareholders’ equity | | $ | [removed: 4,838,610] [added: 5,512,393] | | | $ | [removed: 4,821,544] [added: 4,838,610] | |

| (In thousands, except share and per share data) | | [removed: 2022 | | | | 2021] [added: 2023] | | | | [removed: 2020] [added: 2022] | | |

| Revenue from operations | | $ | [removed: 6,260,077] [added: 5,866,152] | | | $ | [removed: 5,256,328] [added: 6,260,077] | | | $ | [removed: 4,015,129] [added: 5,256,328] | |

| Salaries, wages and benefits | | | [removed: 2,716,835] [added: 2,629,676] | | | | [removed: 2,467,985] [added: 2,716,835] | | | | [removed: 2,053,894] [added: 2,467,985] | |

| Operating supplies and expenses | | | [removed: 852,955] [added: 718,326] | | | | [removed: 567,615] [added: 852,955] | | | | [removed: 373,431] [added: 567,615] | |

| General supplies and expenses | | | [removed: 159,998] [added: 162,416] | | | | [removed: 136,059] [added: 159,998] | | | | [removed: 110,279] [added: 136,059] | |

| Operating taxes and licenses | | | [removed: 141,239] [added: 145,642] | | | | [removed: 133,452] [added: 141,239] | | | | [removed: 116,943] [added: 133,452] | |

| Insurance and claims | | | [removed: 58,301] [added: 75,368] | | | | [removed: 53,549] [added: 58,301] | | | | [removed: 42,364] [added: 53,549] | |

| Cash and cash equivalents | | $ | 433,799 | | | $ | 186,312 | |

| Net income | | | — | | | | — | | | | — | | | | 1,239,502 | | | | 1,239,502 | |

| Share repurchases, including transaction costs | | | (1,314 | ) | | | (131 | ) | | | — | | | | (457,768 | ) | | | (457,899 | ) |

| Cash dividends declared ($1.60 per share) | | | — | | | | — | | | | — | | | | (175,083 | ) | | | (175,083 | ) |

| Balance as of December 31, 2023 | | | 108,965 | | | $ | 10,897 | | | $ | 242,958 | | | $ | 4,003,956 | | | $ | 4,257,811 | |

| Net income | | $ | 1,239,502 | | | $ | 1,377,159 | | | $ | 1,034,375 | |

When held, we generally expect our short-term investments will be diversified over various high-quality issuers.

Such short-term investments may also subject us to concentrations of credit risk.

Our short-term investments are measured at fair value on a recurring basis.

Both of these instruments are further described in Note 9.

On July 26, 2023, we announced that our Board of Directors had approved a new stock repurchase program authorizing us to repurchase up to an aggregate of $3.0 billion of our outstanding common stock.

The new repurchase program, which does not have an expiration date, will be effective upon the completion of our 2021 Repurchase Program.

We entered into accelerated share repurchase agreements with a third-party financial institution on each of August 26, 2021 and February 24, 2022.

There was no accelerated share repurchase activity for the year ended December 31, 2023.

| (In thousands) | | 2023 | | | | 2022 | | |

The first principal payment of $20.0 million was paid on May 4, 2023.

The remaining $80.0 million will be paid in four equal annual installments of $20.0 million through May 4, 2027.

The applicable margin for each of the foregoing options is dependent upon our consolidated debt to consolidated total capitalization ratio.

For periods covered under the Credit Agreement, the applicable margin on SOFR loans and letter of credit fees were 1.000% and commitment fees were 0.090%.

The Credit Agreement replaced our previous five-year, $250.0 million senior unsecured revolving credit agreement dated as of November 21, 2019 (the “Prior Credit Agreement”).

| 2024 | | $ | 21,598 | |

| 2025 | | | 18,926 | |

| 2026 | | | 18,335 | |

| 2027 | | | 17,747 | |

| 2028 | | | 16,922 | |

| Thereafter | | | 57,745 | |

| (In thousands) | | 2023 | | | | 2022 | | | | 2021 | | |

| (In thousands) | | 2023 | | | | 2022 | | | | 2021 | | |

| Total provision for income taxes | | $ | 408,274 | | | $ | 464,190 | | | $ | 354,048 | |

| (In thousands) | | 2023 | | | | 2022 | | |

Congdon, Executive Chairman of our Board of Directors.

| (In thousands) | | 2023 | | | | 2022 | | | | 2021 | | |

| Granted | | | 37,730 | | | | 359.53 | |

| Vested | | | (52,447 | ) | | | 222.91 | |

| Forfeited | | | (5,026 | ) | | | 322.90 | |

| Unvested at December 31, 2023 | | | 57,982 | | | $ | 317.23 | |

| Granted (a) | | | — | | | | — | |

| Vested | | | (35,463 | ) | | | 228.24 | |

| Forfeited | | | (1,694 | ) | | | 263.43 | |

| Unvested at December 31, 2023 | | | 17,379 | | | $ | 254.93 | |

OLD DOMINION FREIGHT LINE, INC.

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

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

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

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

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

| Cash dividends declared | | | — | | | | — | | | | — | | | | (71,046 | ) | | | (71,046 | ) |

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

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

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

| Cash and cash equivalents at beginning of year | | | 462,564 | | | | 401,430 | | | | 403,571 | |

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

The 2020

We had an unsecured senior note agreement with a principal amount outstanding of $45.0 million at December 31, 2019 (the “Senior Note”).

The agreement for the Senior Note called for a scheduled principal payment of $45.0 million, with an interest rate of 4.79%, on January 3, 2021, which was paid in the fourth quarter of 2020.

promissory notes (the “Series B Notes”) on May 4, 2020.

Principal payments are required annually beginning on May 4, 2023 in equal installments of $20.0 million through May 4, 2027.

| 2023 | | $ | 21,243 | |

| 2024 | | | 15,970 | |

| 2025 | | | 13,264 | |

| 2026 | | | 12,888 | |

| 2027 | | | 12,374 | |

| Thereafter | | | 44,561 | |

(a)

Lease payments include lease extensions that are reasonably certain to be exercised.

In August 2022, we entered into an agreement with David S.

Congdon, Executive Chairman of our Board of Directors, to terminate the employment agreement between the Company and Mr. Congdon.

Following termination of the employment agreement, Mr. Congdon remained an executive officer of the Company and continued to serve as Executive Chairman of our Board of Directors.

Congdon.

In

date, and the non-employee director restricted stock awards generally vest in full on the first anniversary of the grant date.

| Unvested at January 1, 2022 | | | 115,576 | | | $ | 163.57 | |

| Granted | | | 32,292 | | | | 303.81 | |

| Vested | | | (68,098 | ) | | | 149.03 | |

| Forfeited | | | (2,045 | ) | | | 231.47 | |

| Unvested at January 1, 2022 | | | 58,007 | | | $ | 183.93 | |

| Granted (a) | | | 19,314 | | | | 310.21 | |

| Vested | | | (22,785 | ) | | | 178.24 | |

| Forfeited | | | — | | | | — | |

Actual PBRSUs earned for the 2022 performance period, as determined by the Compensation Committee, were equal to 200% of the target amount.

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: 2022] [added: 2023] 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: 2022,] [added: 2023,] based on our evaluation under the 2013 Framework.

The effectiveness of our internal control over financial reporting as of December 31, [removed: 2022] [added: 2023] has been audited by Ernst & Young LLP, an independent registered public accounting firm, as stated in its report dated February [removed: 22, 2023,] [added: 26, 2024,] which is included herein.

We have audited Old Dominion Freight Line, Inc.’s internal control over financial reporting as of December 31, [removed: 2022,] [added: 2023,] 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: 2022,] [added: 2023,] 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: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] 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: 2022,] [added: 2023,] and the related notes and the financial statement schedule listed in the Index at Item 15(a)(2) and our report dated February [removed: 22, 2023] [added: 26, 2024] expressed an unqualified opinion thereon.

February 26, 2024

February 22, 2023

During the three months ended December 31, 2023, no member of the Board of Directors or Section 16 officer of the Company adopted or terminated a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement," as each term is defined in Item 408 (a) of Regulation S-K.

None.

The information required by Item 10 of Form 10-K will appear in the Company’s proxy statement for its [removed: 2023] [added: 2024] Annual Meeting of Shareholders under the captions “Proposal 1 – Election of Directors,” “Executive Officers,” “Corporate Governance – Attendance and Committees of the Board – Audit Committee,” [removed: and] “Corporate Governance – Director Nominations,” [added: "Corporate Governance - Insider Trading Policy"] and [added: "Delinquent Section 16(a) Reports" (to] the [added: extent reported therein), 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: 2023] [added: 2024] 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: 2023] [added: 2024] 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: 2023] [added: 2024] 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: 2023] [added: 2024] Annual Meeting of Shareholders under the captions “Corporate Governance – Audit Committee Pre-Approval Policies and Procedures” and “Independent Registered Public Accounting Firm Fees and Services,” and the information therein is incorporated herein by reference.

Balance Sheets – December 31, [removed: 2022] [added: 2023] and December 31, [removed: 2021][added: 2022]

Statements of Operations – Years ended December 31, [removed: 2022,] [added: 2023,] December 31, [removed: 2021] [added: 2022] and December 31, [removed: 2020][added: 2021]

Statements of Changes in Shareholders’ Equity – Years ended December 31, [removed: 2022,] [added: 2023,] December 31, [removed: 2021] [added: 2022] and December 31, [removed: 2020][added: 2021]

Statements of Cash Flows – Years ended December 31, [removed: 2022,] [added: 2023,] December 31, [removed: 2021] [added: 2022] and December 31, [removed: 2020][added: 2021]

| [removed: 2022] [added: 2022] | | [removed: $] [added: $] | [removed: 6,039] [added: 6,039] | | | [removed: $] [added: $] | [removed: 2,128] [added: 2,128] | | | [removed: $] [added: $] | [removed: 1,490] [added: 1,490] | | | [removed: $] [added: $] | [removed: 6,677] [added: 6,677] | |

| 2023 | | $ | 6,677 | | | $ | 1,670 | | | $ | 2,239 | | | $ | 6,108 | |

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

FOR YEAR ENDED DECEMBER 31, [removed: 2022][added: 2023]

| 3.2 | | [Amended and Restated Bylaws of Old Dominion Freight Line, Inc. (as amended through October 19, 2022) (Incorporated by reference to the exhibit of the same number contained in the Company’s Current Report on Form 8-K filed on October 20, [removed: 2022)](https://www.sec.gov/Archives/edgar/data/0000878927/000156459021029086/odfl-ex32_126.htm)] [added: 2022)](https://www.sec.gov/Archives/edgar/data/878927/000095017022019795/odfl-ex3_2.htm)] |

| 4.1 | | [Specimen certificate of Common [removed: Stock](https://www.sec.gov/Archives/edgar/data/878927/000095017023003783/odfl-ex4_1.htm)] [added: 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, 2022, filed on February 22, 2023)](https://www.sec.gov/Archives/edgar/data/878927/000095017023003783/odfl-ex4_1.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 [removed: 3, 2022)](https://www.sec.gov/Archives/edgar/data/878927/000156459020006626/odfl-ex415_266.htm)] [added: 23, 2022)](https://www.sec.gov/Archives/edgar/data/878927/000156459022006303/odfl-ex415_7.htm)] |

| [removed: 10.17.24*] [added: 4.18] | | [removed: [Agreement to Terminate] [added: [Third] Amended and Restated [removed: Employment] [added: Credit] Agreement, [removed: effective August 16, 2022, by and between] [added: dated March 22, 2023, among] Old Dominion Freight Line, [removed: Inc.] [added: Inc., Wells Fargo Bank, National Association, as Administrative Agent,] and [removed: David S. Congdon] [added: 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 [removed: August 16, 2022)](https://www.sec.gov/Archives/edgar/data/878927/000095017022017508/odfl-ex10_1724.htm)] [added: March 23, 2023)](https://www.sec.gov/Archives/edgar/data/878927/000095017023009357/odfl-ex4_18.htm)] |

| [removed: 10.18.15*] [added: 10.18(16)*] | | [Old Dominion Freight Line, Inc. Non-Employee Director Compensation Structure, effective as of the [removed: 2022] [added: 2024] Annual Meeting of [removed: 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)] [added: Shareholders](https://www.sec.gov/Archives/edgar/data/878927/000095017024020176/odfl-ex10_1816.htm)] |

| 23.1 | | [Consent of Ernst & Young [removed: LLP](https://www.sec.gov/Archives/edgar/data/878927/000095017023003783/odfl-ex23_1.htm)] [added: LLP](https://www.sec.gov/Archives/edgar/data/878927/000095017024020176/odfl-ex23_1.htm)] |

| 31.1 | | [Certification Pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/878927/000095017023003783/odfl-ex31_1.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/878927/000095017024020176/odfl-ex31_1.htm)] |

| 31.2 | | [Certification Pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/878927/000095017023003783/odfl-ex31_2.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/878927/000095017024020176/odfl-ex31_2.htm)] |

| 32.1 | | [Certification Pursuant to 18 U.S.C Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/878927/000095017023003783/odfl-ex32_1.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/878927/000095017024020176/odfl-ex32_1.htm)] |

| 32.2 | | [Certification Pursuant to 18 U.S.C Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/878927/000095017023003783/odfl-ex32_2.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/878927/000095017024020176/odfl-ex32_2.htm)] |

| 101 | | The following financial information from our Annual Report on Form 10-K for the year ended December 31, [removed: 2022,] [added: 2023,] filed on February [removed: 22, 2023,] [added: 26, 2024,] formatted in iXBRL (Inline eXtensible Business Reporting Language) includes: (i) the [added: Balance Sheets at December 31, 2023 and 2022, (ii) the Statements of Operations for the years ended December 31,] |

| | | [removed: Balance Sheets at December 31,] [added: 2023,] 2022 and 2021, [removed: (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, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020,] [added: 2021,] (iv) the Statements of Cash Flows for the years ended December 31, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020,] [added: 2021,] and (v) the Notes to the Financial Statements |

| 104 | | The cover page from our Annual Report on Form 10-K for the year ended December 31, [removed: 2022,] [added: 2023,] formatted in iXBRL |

| [removed: Dated: | February 22, 2023 | | By: |] /s/ GREG C. GANTT | [added: | Director | | February 26, 2024 |]

| [added: Greg C. Gantt] | | | | [removed: Greg C. Gantt] |

| /s/ DAVID S. CONGDON | | Executive Chairman of the Board of Directors | | February [removed: 22, 2023] [added: 26, 2024] |

| /s/ SHERRY A. AAHOLM | | Director | | February [removed: 22, 2023] [added: 26, 2024] |

| /s/ JOHN R. CONGDON, JR. | | Director | | February [removed: 22, 2023] [added: 26, 2024] |

| /s/ BRADLEY R. GABOSCH | | Director | | February [removed: 22, 2023] [added: 26, 2024] |

| /s/ JOHN D. KASARDA | | Director | | February [removed: 22, 2023] [added: 26, 2024] |

| /s/ WENDY T. STALLINGS | | Director | | February [removed: 22, 2023] [added: 26, 2024] |

| /s/ THOMAS A. STITH, III | | Director | | February [removed: 22, 2023] [added: 26, 2024] |

| /s/ LEO H. SUGGS | | Director | | February [removed: 22, 2023] [added: 26, 2024] |

| /s/ [removed: GREG C. GANTT] [added: KEVIN M. FREEMAN] | | [removed: President,] [added: President and] Chief Executive Officer [removed: and Director] | | February [removed: 22, 2023] [added: 26, 2024] |

| [removed: Greg C. Gantt] [added: Kevin M. Freeman] | | (Principal Executive Officer) | | |

| [removed: Adam] [added: /s/ ADAM] N. [removed: Satterfield] [added: SATTERFIELD] | | [added: Executive Vice President and] Chief Financial Officer [removed: and Assistant Secretary] | | [added: February 26, 2024] |

| [added: Adam N. Satterfield] | | (Principal Financial Officer) | | |

| /s/ KIMBERLY S. MAREADY | | Vice President – Accounting and Finance | | February [removed: 22, 2023] [added: 26, 2024] |

| 4.17 | | [First Amendment to Note Purchase and Private Shelf Agreement, dated March 22, 2023, by and among Old Dominion Freight Line, Inc., PGIM, Inc. and the other holders of the Notes (as defined therein) (Incorporated by reference to the exhibit of the same number contained in the Company's Current Report on Form 8-K filed on March 23, 2023)](https://www.sec.gov/Archives/edgar/data/878927/000095017023009357/odfl-ex4_17.htm) |

| 97 | | [Old Dominion Freight Line, Inc. Clawback Policy (as updated October 18, 2023)](https://www.sec.gov/Archives/edgar/data/878927/000095017024020176/odfl-ex97.htm) |

| | | |

| | | |

| | | |

| Dated: | February 26, 2024 | | By: | /s/ KEVIN M. FREEMAN |

| | | | | Kevin M. Freeman |

| /s/ ANDREW S. DAVIS | | Director | | February 26, 2024 |

| Andrew S. Davis | | | | |

| | | | | |

| /s/ PATRICK D. HANLEY | | Director | | February 22, 2023 |

| Patrick D. Hanley | | | | |

| /s/ D. MICHAEL WRAY | | Director | | February 22, 2023 |

| D. Michael Wray | | | | |

| /s/ ADAM N. SATTERFIELD | | Senior Vice President – Finance, | | February 22, 2023 |