Old Dominion Freight Line (ODFL) 10-K risk factor changes: FY2024 vs FY2023

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 [removed: U.S] [added: U.S.] economy or other global economic factors.

In [removed: 2023,] [added: 2023 and 2024,] we experienced lower freight volumes due to continued softness in the domestic economy.

Adverse macroeconomic conditions, both in the U.S. and internationally, such as [removed: recent] high inflation, 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.

While we [removed: and our third-party service providers] have experienced [added: attempted] cyber-attacks and attempted breaches of our [removed: and their] information technology systems and networks or similar events from time to time, no such incidents have been, individually or in the aggregate, material to us.

[removed: Furthermore,] [added: Additionally,] any failure to comply with data privacy, security or other laws and regulations, such as the California Consumer Privacy Act and other similar laws that have been or are expected to be enacted in the United States, at both the federal and state level, could result in claims, legal or regulatory proceedings, inquiries or investigations.

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

If any of such services were to become inoperable for an extended period, [added: or suffer disruptions to their systems, labor groups, or supply chains that could adversely affect their services,] we might be unable to fulfill our contractual commitments.

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

The FMCSA’s [removed: Compliance, Safety, Accountability initiative (“CSA”)] [added: CSA] is an enforcement and compliance program designed to monitor and improve commercial motor vehicle safety by measuring the safety record of both the motor carrier and the driver.

Expectations relating to [added: evolving] 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 [added: evolving] ESG considerations relating to businesses, including climate change and greenhouse gas emissions, [removed: human] and [removed: civil rights, and diversity, equity and inclusion.][added: human capital matters.]

Responding to these ESG considerations and implementation of these goals and initiatives involves risks and uncertainties, [removed: requires investments,] [added: may require investment,] and depends in part on third-party [removed: performance] [added: performance, expectations,] or data that is outside our control.

[removed: 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 Board.

Our third-party service providers have also experienced similar attempted cyber-attacks and attempted breaches, which have thus far been mitigated by us through preventative, detective and responsive measures.

The rapid ongoing evolution and increased adoption of emerging technologies such as artificial intelligence (“AI”) and machine learning may make it more difficult to anticipate and implement protective measures to recognize, detect, and prevent the occurrence of any of these events.

Furthermore, we are subject to an increasing number of cybersecurity reporting obligations in different jurisdictions that vary in their scope and application, creating conflicting reporting requirements.

These factors and the time spent to comply may inhibit our ability to quickly provide complete and reliable information about the cybersecurity incident to customers, counterparties, and regulators, as well as the public.

In recent years, our industry has been characterized by rapid changes in technology, leading to innovative transportation and logistics concepts that have impacted, or have the potential to significantly impact, our business model, competitive landscape, and the industries of our customers and suppliers.

AI and other emerging technologies have the potential to alter the delivery of services and business operations across our industry.

We currently incorporate AI solutions into our business, and these applications may become more important over time.

If the content, analyses, or recommendations that AI applications assist in producing are or are alleged to be deficient, inaccurate or biased or to violate intellectual property rights of third parties, our financial condition, results of operations, liquidity and cash flows may be adversely affected.

AI also presents emerging ethical issues and if our use of AI becomes controversial, we may experience brand or reputational harm, competitive harm, or legal liability.

The rapid evolution of AI, including potential government regulation of AI, will require significant resources to develop, test, implement and maintain our AI solutions to minimize unintended harmful impacts.

Advances in technology may require us to increase investments in order to remain competitive, and our customers may not be willing to accept higher prices to cover the cost of these investments.

In addition, the timing of when we have to adopt new technologies may be affected by changes in the political or regulatory environment, which could further increase our investment costs, operating complexity, and our ability to offer such technologies to our customers in the jurisdictions in which we operate.

Moreover, even without such regulation, increased awareness and any adverse publicity in the global marketplace about the greenhouse gases emitted by companies in the transportation industry could harm our reputation and reduce customer demand for our services.

Although CARB recently withdrew its request for a waiver and authorization from the EPA for its Advanced Clean Fleets rule, a proposal that would have required trucking companies to gradually add zero emission vehicles (“ZEVs”) to their fleets, CARB may seek to enforce certain portions of the rule or curtail emissions through other programs.

Furthermore, CARB’s Advanced Clean Trucks rule, a proposal that would require manufacturers to only sell ZEVs in California beginning in the 2036 model year, is still in effect.

As a result, future dividend payments are not guaranteed and will depend upon various factors such as our overall financial

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

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

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.

This Management’s Discussion and Analysis of Financial Condition and Results of Operations generally discusses our [removed: 2023] [added: 2024] and [removed: 2022] [added: 2023] results and year-to-year comparisons between [removed: 2023] [added: 2024] and [removed: 2022.][added: 2023.]

Discussions of our [removed: 2021] [added: 2023] results and year-to-year comparisons between [removed: 2022] [added: 2023] and [removed: 2021] [added: 2022] 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: 2022,] [added: 2023,] which was filed with the Securities and Exchange Commission on February [removed: 22, 2023.][added: 26, 2024.]

Fuel surcharges, accessorial charges, revenue adjustments and revenue for undelivered freight are included in this [removed: measurement.][added: measurement, and we regularly monitor the components that impact our pricing.]

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: P&D] [added: pickup and delivery (“P&D”)] stops per hour, P&D shipments per hour, platform pounds handled per hour and platform shipments per hour.

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

We believe [removed: our yield management process appropriately focuses on individual account profitability,] [added: the continued execution of this yield-management philosophy, continued increases in density,] and ongoing improvements in operating [removed: efficiencies, as] [added: efficiencies are the] key components of our ability to [removed: produce] [added: further improve our operating ratio and long-term] profitable growth.

| Salaries, wages and benefits | | | [removed: 44.8] [added: 46.2] | | | | [removed: 43.4] [added: 44.8] | |

| Operating supplies and expenses | | | [removed: 12.2] [added: 10.9] | | | | [removed: 13.6] [added: 12.2] | |

| General supplies and expenses | | | [removed: 2.8] [added: 3.0] | | | | [removed: 2.6] [added: 2.8] | |

| Operating taxes and licenses | | | [removed: 2.5] [added: 2.6] | | | | [removed: 2.3] [added: 2.5] | |

| Insurance and claims | | | [removed: 1.3] [added: 1.6] | | | | [removed: 0.9] [added: 1.3] | |

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

| Depreciation and amortization | | | [removed: 5.5] [added: 5.9] | | | | [removed: 4.5] [added: 5.5] | |

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

| Miscellaneous expenses, net | | | [removed: 0.1] [added: 0.4] | | | | [removed: 0.2] [added: 0.1] | |

| Total operating expenses | | | [removed: 72.0] [added: 73.4] | | | | [removed: 70.6] [added: 72.0] | |

| Operating income | | | [removed: 28.0] [added: 26.6] | | | | [removed: 29.4] [added: 28.0] | |

| Interest [removed: (income) expense,] [added: income,] net | | | [removed: (0.2] [added: (0.3] | ) | | | [removed: (0.1] [added: (0.2] | ) |

| Income before income taxes | | | [removed: 28.1] [added: 26.8] | | | | [removed: 29.4] [added: 28.1] | |

| Provision for income taxes | | | [removed: 7.0] [added: 6.4] | | | | [removed: 7.4] [added: 7.0] | |

| Net income | | | [removed: 21.1] [added: 20.4] | % | | | [removed: 22.0] [added: 21.1] | % |

Key financial and operating metrics for [removed: 2023] [added: 2024] and [removed: 2022] [added: 2023] are presented below:

| | | [removed: 2023] [added: 2024] | | | | [removed: 2022] [added: 2023] | | | | Change | | | | % Change | | |

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

| Operating ratio | | | [removed: 72.0] [added: 73.4] | % | | | [removed: 70.6] [added: 72.0] | [removed: %] [added: %] | | | | | | | | |

| LTL tons *(in thousands)* | | | [removed: 9,260] [added: 9,000] | | | | [removed: 10,211] [added: 9,260] | | | | [removed: (951] [added: (260] | ) | | | [removed: (9.3] [added: (2.8] | ) |

| LTL tonnage per day | | | [removed: 36,745] [added: 35,433] | | | | [removed: 40,359] [added: 36,745] | | | | [removed: (3,614] [added: (1,312] | ) | | | [removed: (9.0] [added: (3.6] | ) |

| LTL shipments *(in thousands)* | | | [removed: 12,176] [added: 12,011] | | | | [removed: 12,989] [added: 12,176] | | | | [removed: (813] [added: (165] | ) | | | [removed: (6.3] [added: (1.4] | ) |

| LTL shipments per day | | | [removed: 48,317] [added: 47,288] | | | | [removed: 51,341] [added: 48,317] | | | | [removed: (3,024] [added: (1,029] | ) | | | [removed: (5.9] [added: (2.1] | ) |

| LTL weight per shipment *(lbs.)* | | | [removed: 1,521] [added: 1,499] | | | | [removed: 1,572] [added: 1,521] | | | | [removed: (51] [added: (22] | ) | | | [removed: (3.2] [added: (1.4] | ) |

| LTL revenue per hundredweight | | $ | [removed: 31.31] [added: 32.05] | | | [removed: $] [added: $] | [removed: 30.24] [added: 31.31] | | | $ | [removed: 1.07] [added: 0.74] | | | | [removed: 3.5] [added: 2.4] | |

| LTL revenue per shipment | | $ | [removed: 476.25] [added: 480.29] | | | [removed: $] [added: $] | [removed: 475.45] [added: 476.25] | | | $ | [removed: 0.80] [added: 4.04] | | | | [removed: 0.2] [added: 0.8] | |

| Average length of haul *(miles)* | | | [removed: 925] [added: 919] | | | | [removed: 934] [added: 925] | | | | [removed: (9] [added: (6] | ) | | | [removed: (1.0] [added: (0.6] | ) |

Our financial results for [removed: 2023] [added: 2024] 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 [removed: yield.][added: yield as we provided our customers with 99% on-time service and a cargo claims ratio of 0.1% during the year.]

[removed: In addition,] [added: As a result,] our net income and diluted earnings per share decreased by [removed: 10.0%] [added: 4.3%] and [removed: 7.6%,] [added: 2.7%,] respectively, as compared to [removed: 2022.][added: 2023.]

[removed: This decrease resulted from a 9.0% decrease in] LTL tonnage per [removed: day, which was] [added: day decreased 3.6%] primarily due to decreases in LTL shipments per day and LTL weight per shipment.

This decrease in [removed: revenue] [added: our volumes] was partially offset by a [removed: 3.5%] [added: 2.4%] 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 [removed: for] [added: from] the comparable [removed: periods.][added: period.]

Excluding fuel surcharges, LTL revenue per hundredweight increased [removed: 8.3%] [added: 5.0%] in [removed: 2023] [added: 2024] as compared to [removed: 2022.][added: 2023.]

We focus on the profitability of each customer account and generally seek to obtain an appropriate yield to offset our cost inflation and support our ongoing investments in capacity and technology.

| | | 2024 | | | | 2023 | | |

| Revenue *(in thousands)* | | $ | 5,814,810 | | | $ | 5,866,152 | | | $ | (51,342 | ) | | | (0.9 | ) |

| Net income *(in thousands)* | | $ | 1,186,073 | | | $ | 1,239,502 | | | $ | (53,429 | ) | | | (4.3 | ) |

| Diluted earnings per share | | $ | 5.48 | | | $ | 5.63 | | | $ | (0.15 | ) | | | (2.7 | ) |

All references in this report to shares outstanding, weighted average shares outstanding, earnings per share, and dividends per share amounts have been restated retroactively to reflect the two-for-one stock split effected in March 2024.

We maintained our focus on operating efficiently and controlling discretionary spending during the year, but the increase in costs and the deleveraging effect from the decrease in revenue led to an increase in our operating ratio.

Revenue decreased $51.3 million, or 0.9%, in 2024 compared to 2023 due to a decrease in volumes that was partially offset by an increase in LTL revenue per hundredweight.

Our consistent, cost-based approach to pricing focuses on offsetting our cost inflation while also supporting additional investments into our business to expand capacity and enhance our technology.

Salaries, wages, and benefits increased $59.6 million, or 2.3%, in 2024 as compared to 2023, due to a $46.1 million increase in salaries and wages and a $13.5 million increase in employee benefit costs.

We continued to operate efficiently in 2024, despite the decrease in network density that generally results from the decline in volumes.

Our P&D shipments and stops per hour both improved in 2024 as compared to 2023, which helped offset the reduction in our linehaul laden load factor.

Our other salaries and wages as a percent of revenue also increased to 9.5% in 2024 as compared to 9.0% in 2023.

The cost attributable to employee benefits increased $13.5 million, or 1.9%, in 2024 compared to 2023 due primarily to the annual wage increase as well as an increase in costs associated with our group health and dental plans.

Our other operating supplies and expenses as a percent of revenue decreased in 2024 as compared to 2023 due primarily to lower maintenance and repair costs, as we improved the average age of our fleet by consistently executing on our capital expenditure programs.

In 2024, our effective tax rate was favorably impacted by the purchase of federal tax credits and other discrete tax adjustments.

Additionally, we had lower proceeds from the sale of property and equipment in 2024 as compared to 2023.

| (In thousands) | | 2024 | | | | 2023 | | |

There could be years, however, where our annual capital expenditures plan is above or below this range as we balance the size of our service center network and operating fleet with anticipated growth.

The 2021 Repurchase Program began after completion of our prior repurchase program in January 2022 and was completed in May 2024.

On May 28, 2024, we entered into an accelerated share repurchase agreement (the “ASR Agreement”) with a third-party financial institution.

The ASR Agreement was accounted for as a settled treasury stock purchase and a forward stock purchase contract.

The par value of the initial shares received was recorded as a reduction to common stock, with the excess purchase price recorded as a reduction to retained earnings.

The forward stock purchase contract was accounted for as a contract indexed to our own stock and is classified within capital in excess of par value on our Balance Sheets.

The ASR Agreement was settled 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 ASR Agreement, we paid the third-party financial institution $200.0 million and received an initial delivery of 923,201 shares of our common stock for $160.0 million, representing approximately 80% of the total value of shares to be received by us under the ASR Agreement, and the remaining balance of $40.0 million was settled in November 2024.

We repurchased a total of 1,056,213 shares for $200.0 million under the ASR Agreement.

At December 31, 2024, we had $2.26 billion remaining authorized under the 2023 Repurchase Program.

On March 27, 2024, those shareholders received one additional share of common stock for every share owned.

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

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

The first two principal payments of $20.0 million each were paid on May 4, 2023 and 2024, respectively.

| (In thousands) | | 2024 | | | | 2023 | | |

| Series B Notes | | $ | 62,492 | | | $ | 21,451 | | | $ | 41,041 | | | $ | — | | | $ | — | |

| Operating lease obligations (2) | | | 128,104 | | | | 20,548 | | | | 39,245 | | | | 33,577 | | | | 34,734 | |

| Purchase obligations and Other | | | 285,546 | | | | 238,195 | | | | 28,655 | | | | 13,195 | | | | 5,501 | |

| Total | | $ | 476,142 | | | $ | 280,194 | | | $ | 108,941 | | | $ | 46,772 | | | $ | 40,235 | |

the appropriate revenue to each separate reporting period.

Changes in economic conditions, customer creditworthiness, pricing arrangements and other factors may significantly impact revenue recognition estimates.

There have been no material effects to estimates related to depreciation expense for the year ended December 31, 2024.

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

| | | 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 | ) |

| Diluted earnings per share | | $ | 11.26 | | | $ | 12.18 | | | $ | (0.92 | ) | | | (7.6 | ) |

| LTL revenue per intercity mile | | $ | 8.38 | | | $ | 8.28 | | | $ | 0.10 | | | | 1.2 | |

| LTL intercity miles *(in thousands)* | | | 691,632 | | | | 746,028 | | | | (54,396 | ) | | | (7.3 | ) |

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.

Salaries, wages, and benefits decreased $87.2 million, or 3.2%, in 2023 as compared to 2022, due to an $83.1 million decrease in the costs attributable to salaries and wages and a $4.1 million decrease in employee benefit costs.

The decrease in salaries and wages was due primarily to decreases in the average number of active full-time employees during the year, as we balanced our workforce to align with our customers' shipping trends.

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

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.

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

Purchased transportation expense decreased $36.6 million, or 23.1%, 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.

We historically spend 10% to 15% of our revenue on capital expenditures each year.

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.

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.

| 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 | |

A hypothetical change of 10% in our percentage of completion estimate would not have a material effect on our recorded revenue.

A hypothetical change of 1% in the estimated useful lives of all depreciable assets would not have a material impact on our financial results.

A 100 basis point increase in the average interest rate on this agreement would have no [removed: material] effect on our operating results [added: as we had no outstanding borrowings under our Credit Agreement] at December 31, [removed: 2023 and 2022.][added: 2024 or 2023.]

From time to time, we are exposed to interest rate risk on certain short-term [removed: investments.][added: investments as a result of investing in commercial paper and certificates of deposits.]

We held no short-term investments as of December 31, [added: 2024 or] 2023.

The cash surrender value in life insurance contracts included on our Balance Sheets at December 31, [removed: 2023] [added: 2024] and [removed: 2022] [added: 2023] was [removed: $74.4] [added: $86.5] million and [removed: $63.5] [added: $74.4] million, respectively.

The portion of underlying investments with exposure to market fluctuations was [removed: $56.2] [added: $67.9] million and [removed: $45.9] [added: $56.2] million at December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] respectively.

To provide a meaningful assessment of the market risk for investments relating to Company-owned life insurance contracts, we performed a sensitivity analysis using a 10% change in market value in those investments as of December 31, [removed: 2023] [added: 2024] and [removed: 2022.][added: 2023.]

A 10% change in market value would have caused a [removed: $5.6] [added: $6.8] million and a [removed: $4.6] [added: $5.6] million impact on our pre-tax income in [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] respectively.

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

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 no impact at December 31, 2023.

In addition to numerous service center renovations, expansions, and existing service center relocations, we opened [removed: 2, 22] [added: 4, 25] and [removed: 36] [added: 39] new service centers over the past one, five and ten years, respectively, for a total of [removed: 257] [added: 261] service centers at December 31, [removed: 2023.][added: 2024.]

In [removed: 2022,] [added: 2023,] the LTL industry had revenue of approximately [removed: $53.8] [added: $46.9] billion based on information reported in *Transport Topics*.

The largest 5 and 10 LTL motor carriers accounted for approximately [removed: 56%] [added: 57%] and [removed: 81%,] [added: 82%,] respectively, of the domestic LTL market in [removed: 2022] [added: 2023] according to information reported in *Transport Topics*.

We believe our transit times are generally faster and more reliable than those of our principal national competitors, in part because of our [removed: more] efficient service center network, use of team drivers and proprietary technology.

At December 31, [removed: 2023,] [added: 2024,] we operated [removed: 257] [added: 261] service center locations, of which we owned [removed: 233] [added: 239] and leased [removed: 24.][added: 22.]

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

At December 31, [removed: 2023,] [added: 2024,] we owned [removed: 10,791] [added: 11,284] tractors.

The table below reflects, as of December 31, [removed: 2023,] [added: 2024,] the average age of our tractors and trailers:

| [removed: Linehaul] [added: P&D] trailers | | | [removed: 31,233] [added: 15,263] | | | | 7.0 | |

The table below sets forth our capital expenditures for tractors and trailers for the years ended December 31, [removed: 2023] [added: 2024] and [removed: 2022.][added: 2023.]

| In thousands | | [removed: 2023] [added: 2024] | | | | [removed: 2022] [added: 2023] | | |

| Tractors | | $ | [removed: 203,417] [added: 218,682] | | | $ | [removed: 148,719] [added: 203,417] | |

| Trailers | | | [removed: 181,534] [added: 103,919] | | | | [removed: 216,697] [added: 181,534] | |

| Total | | $ | [removed: 384,951] [added: 322,601] | | | $ | [removed: 365,416] [added: 384,951] | |

At December 31, [removed: 2023,] [added: 2024,] we operated [removed: 46] [added: 47] fleet maintenance centers at strategic service center locations throughout our network.

In [removed: 2023,] [added: 2024,] our largest customer accounted for approximately [removed: 5.2%] [added: 5.3%] of our revenue and our largest 5, 10 and 20 customers accounted for [removed: 15.0%, 21.6%] [added: 14.7%, 21.5%] and [removed: 30.6%] [added: 31.1%] of our revenue, respectively.

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

We continue to focus on the development and enhancement of [removed: the technology] [added: emerging technologies] used in our operations in order to improve the efficiency and effectiveness of our services.

As of December 31, [removed: 2023,] [added: 2024,] we employed [removed: 22,902] [added: 21,895] active full-time employees, none of which were represented under a collective bargaining agreement.

| Fleet technicians | | | [removed: 673] [added: 684] | |

| Sales, administrative and other | | | [removed: 6,638] [added: 6,497] | |

As of December 31, [removed: 2023,] [added: 2024,] we employed [removed: 5,911] [added: 5,645] linehaul drivers and [removed: 5,453] [added: 5,296] P&D drivers on a full-time basis.

We select our drivers based upon [removed: many factors,] [added: certain qualifications and a comprehensive background check,] including driving records and experience.

Drivers, like all of our employees, are required to take pre-employment drug and alcohol tests and are randomly selected for periodic additional [removed: testing.][added: testing, per the requirements of the Department of Transportation.]

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: 3,569] [added: 3,716] active drivers who have successfully completed this training, which was approximately [removed: 31.4%] [added: 34.0%] of our [added: full-time] driver workforce as of December 31, [removed: 2023.][added: 2024.]

Over [removed: 22%] [added: 24%] 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: 7.4%,] [added: 7.5%,] which is below our 10-year average turnover rate for our Company-wide drivers of approximately 10.1%.

Our safety bonuses paid to drivers totaled [removed: $5.5] [added: $5.8] million, [removed: $5.3] [added: $5.5] million and [removed: $4.9] [added: $5.3] million in [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021,] [added: 2022,] respectively.

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

These [removed: programs] [added: programs, in addition to our succession planning process,] support our philosophy of promoting from within our high-quality workforce.

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: 2024.][added: 2025.]

| Tractors | | | 11,284 | | | | 4.3 | |

| Linehaul trailers | | | 31,451 | | | | 7.3 | |

| Drivers | | | 10,941 | |

| Platform | | | 3,773 | |

| Total | | | 21,895 | |

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

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

| Drivers | | | 11,364 | |

| Platform | | | 4,227 | |

| Total | | | 22,902 | |

Applying this threshold, there are no such unresolved proceedings to disclose as of December 31, [removed: 2023.][added: 2024.]

For the fiscal year ended December 31, [removed: 2023][added: 2024]

[removed: ][added: ]

The aggregate market value of voting stock held by non-affiliates of the registrant as of June 30, [removed: 2023] [added: 2024] was [removed: $35,352,739,253,] [added: $33,407,884,515,] based on the closing sales price as reported on the Nasdaq Global Select Market.

As of February 21, [removed: 2024,] [added: 2025,] the registrant had [removed: 108,837,146] [added: 212,545,079] outstanding shares of Common Stock ($0.10 par value).

Certain portions of the Company’s Proxy Statement for the [removed: 2024] [added: 2025] Annual Meeting of Shareholders are incorporated by reference into Part III of this report.

| Item 9 | [Changes in and Disagreements With Accountants on Accounting and Financial Disclosure](#item_9_changes_in_disagreements_with_acc) | | [removed: 47] [added: 49] |

| Item 9A | [Controls and Procedures](#item_9a_controls_procedures) | | [removed: 47] [added: 49] |

| Item 9B | [Other Information](#item_9b_or_information) | | [removed: 49] [added: 51] |

| Item 9C | [Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](#item_9c_disclosure_regarding_foreign_jur) | | [removed: 49] [added: 51] |

| [Part III](#part_iii) | | | [removed: 49] [added: 51] |

| Item 10 | [Directors, Executive Officers and Corporate Governance](#item_10_directors_executive_ficers_corpo) | | [removed: 49] [added: 51] |

| Item 11 | [Executive Compensation](#item_11_executive_compensation) | | [removed: 49] [added: 51] |

| Item 12 | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](#item_12_security_ownership_certain_benef) | | [removed: 49] [added: 51] |

| Item 13 | [Certain Relationships and Related Transactions, and Director Independence](#item_13_certain_relationships_related_tr) | | [removed: 49] [added: 51] |

| Item 14 | [Principal Accounting Fees and Services](#item_14_principal_accounting_fees_servic) | | [removed: 49] [added: 51] |

| [Part IV](#part_iv) | | | [removed: 50] [added: 52] |

| Item 15 | [Exhibits, Financial Statement Schedules](#item_15_exhibits_financial_statement_sch) | | [removed: 50] [added: 52] |

| Item 16 | [Form 10-K Summary](#item_16_form_10k_summary) | | [removed: 50] [added: 52] |

| [Exhibit Index](#exhibit_index) | | | [removed: 51] [added: 53] |

| [Signatures](#signatures) | | | [removed: 55] [added: 57] |

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 [removed: improvement.]

Our Director of Information [removed: Security] [added: Security, the management position responsible for assessing and managing material risks from cybersecurity threats,] has served in various roles in information technology and information security for over 30 years, and is a Certified Information Systems Security Professional (CISSP).

improvement.

We own our principal executive office located in Thomasville, North Carolina, and [removed: 233] [added: 239] of the [removed: 257] [added: 261] service centers we operated as of December 31, [removed: 2023.][added: 2024.]

Our owned service centers include most of our larger facilities and account for approximately [removed: 95%] [added: 96%] of the total door capacity in our network.

At December 31, [removed: 2023,] [added: 2024,] the terms of our leased properties ranged from month-to-month to a lease that expires in 2035.

At February [removed: 16, 2024,] [added: 12, 2025,] there were [removed: 423,775] [added: 600,325] holders of our common stock, including [removed: 73] [added: 68] shareholders of record.

The following table provides information regarding our repurchases of our common stock during the fourth quarter of [removed: 2023:][added: 2024:]

| | | Total Number of Shares Purchased (1) | | | | Average Price Paid per Share [added: (2)] | | | | Total Number of Shares Purchased as Part of Publicly Announced Programs | | | | Approximate Dollar Value of Shares that May Yet Be Purchased Under the Programs | | |

Total number of shares purchased during the quarter includes [removed: 1,887] [added: 8,034] 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.

The [removed: 2021] [added: 2023] Repurchase Program, which does not have an expiration date, began after the completion of [removed: our prior repurchase program] [added: the 2021 Repurchase Program] in [removed: January 2022.][added: May 2024.]

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 [removed: stock.][added: stock (the “2023 Repurchase Program”).]

The following graph compares the total shareholder cumulative returns, assuming the reinvestment of all dividends, of $100 invested on December 31, [removed: 2018,] [added: 2019,] 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: 2023.][added: 2024.]

[removed: ][added: ]

| Old Dominion Freight Line, Inc. | | $ | 100 | | $ | [removed: 154] [added: 155] | | $ | [removed: 239] [added: 285] | | $ | [removed: 440] [added: 227] | | $ | [removed: 350] [added: 325] | | $ | [removed: 502] [added: 285] | |

| Dow Jones Transportation Average | | $ | 100 | | $ | [removed: 121] [added: 117] | | $ | [removed: 141] [added: 155] | | $ | [removed: 188] [added: 128] | | $ | [removed: 155] [added: 154] | | $ | [removed: 186] [added: 157] | |

| October 1-31, 2024 | | | 299,516 | | | $ | 196.51 | | | | 296,284 | | | $ | 2,382,449,575 | |

| November 1-30, 2024 (3) | | | 276,693 | | | $ | 256.25 | | | | 274,292 | | | $ | 2,312,029,428 | |

| December 1-31, 2024 | | | 258,329 | | | $ | 193.98 | | | | 255,928 | | | $ | 2,262,459,237 | |

| Total | | | 834,538 | | | | | | | | 826,504 | | | | | |

(2)

Average price paid per share excludes a 1% excise tax imposed by the Inflation Reduction Act of 2022.

(3)

The total number of shares purchased includes the final settlement of 133,012 shares of our common stock under an accelerated share repurchase agreement entered into with a third-party financial institution on May 28, 2024 (the “ASR Agreement”).

See discussion of the ASR Agreement within this section.

The 2021 Repurchase Program began after the completion of our prior repurchase program in January 2022 and was completed in May 2024.

On May 28, 2024, we entered into the ASR Agreement with a third-party financial institution.

The ASR Agreement was accounted for as a settled treasury stock purchase and a forward stock purchase contract.

The par value of the initial shares received was recorded as a reduction to common stock, with the excess purchase price recorded as a reduction to retained earnings.

The forward stock purchase contract was accounted for as a contract indexed to our own stock and is classified within capital in excess of par value on our Balance Sheets.

The ASR Agreement was settled 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 ASR Agreement, we paid the third-party financial institution $200.0 million and received an initial delivery of 923,201 shares of our common stock for $160.0 million, representing approximately 80% of the total value of shares to be received by us under the ASR Agreement, and the remaining balance of $40.0 million was settled in November 2024.

In total, we repurchased 1,056,213 shares for $200.0 million under the ASR Agreement.

At December 31, 2024, we had $2.26 billion remaining authorized under the 2023 Repurchase Program.

| | | 12/31/19 | | | 12/31/20 | | | 12/31/21 | | | 12/31/22 | | | 12/31/23 | | | 12/31/24 | | |

| S&P 500 Total Return Index | | $ | 100 | | $ | 118 | | $ | 152 | | $ | 125 | | $ | 158 | | $ | 197 | |

| 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 | | | | | |

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 | |

| (In thousands, except share and per share data) | | [removed: 2023] [added: 2024] | | | | [removed: 2022] [added: 2023] | | |

| Cash and cash equivalents [added: at beginning of year] | | [removed: $] | 433,799 | | | [removed: $] | 186,312 | | [added: | | 462,564 | |]

| Customer receivables, less allowances of [removed: $10,405] [added: $9,272] and [removed: $10,689,] [added: $10,405,] respectively | | | [removed: 578,885] [added: 501,554] | | | | [removed: 578,648] [added: 578,885] | |

| Income taxes receivable | | | [removed: 18,554] [added: 5,002] | | | | [removed: 12,738] [added: 18,554] | |

| Other receivables | | | [removed: 17,884] [added: 21,135] | | | | [removed: 13,743] [added: 17,884] | |

| Prepaid expenses and other current assets | | | [removed: 94,211] [added: 84,316] | | | | [removed: 92,944] [added: 94,211] | |

| Total current assets | | | [removed: 1,143,333] [added: 720,683] | | | | [removed: 933,740] [added: 1,143,333] | |

| Revenue equipment | | | [removed: 2,590,770] [added: 2,752,594] | | | | [removed: 2,501,995] [added: 2,590,770] | |

| Land and structures | | | [removed: 3,021,447] [added: 3,363,701] | | | | [removed: 2,750,100] [added: 3,021,447] | |

| Other fixed assets | | | [removed: 623,164] [added: 700,188] | | | | [removed: 550,442] [added: 623,164] | |

| Leasehold improvements | | | [removed: 14,436] [added: 14,919] | | | | [removed: 13,516] [added: 14,436] | |

| Total property and equipment | | | [removed: 6,249,817] [added: 6,831,402] | | | | [removed: 5,816,053] [added: 6,249,817] | |

| Less: Accumulated depreciation | | | [removed: (2,154,412] [added: (2,325,971] | ) | | | [removed: (2,128,985] [added: (2,154,412] | ) |

| Net property and equipment | | | [removed: 4,095,405] [added: 4,505,431] | | | | [removed: 3,687,068] [added: 4,095,405] | |

| Other assets | | | [removed: 273,655] [added: 265,281] | | | | [removed: 217,802] [added: 273,655] | |

| Total assets | | $ | [removed: 5,512,393] [added: 5,491,395] | | | $ | [removed: 4,838,610] [added: 5,512,393] | |

| Accounts payable | | $ | [removed: 112,774] [added: 91,819] | | | $ | [removed: 106,275] [added: 112,774] | |

| Compensation and benefits | | | [removed: 278,953] [added: 285,421] | | | | [removed: 288,278] [added: 278,953] | |

| Claims and insurance accruals | | | [removed: 63,346] [added: 72,846] | | | | [removed: 63,307] [added: 63,346] | |

| Other accrued liabilities | | | [removed: 69,585] [added: 70,443] | | | | [removed: 51,933] [added: 69,585] | |

| Total current liabilities | | | [removed: 544,658] [added: 540,529] | | | | [removed: 529,793] [added: 544,658] | |

| Long-term debt | | | [removed: 59,977] [added: 39,987] | | | | [removed: 79,963] [added: 59,977] | |

| Other non-current liabilities | | | [removed: 286,815] [added: 284,361] | | | | [removed: 265,422] [added: 286,815] | |

| Deferred income taxes | | | [removed: 363,132] [added: 381,930] | | | | [removed: 310,515] [added: 363,132] | |

| Total long-term liabilities | | | [removed: 709,924] [added: 706,278] | | | | [removed: 655,900] [added: 709,924] | |

| Total liabilities | | | [removed: 1,254,582] [added: 1,246,807] | | | | [removed: 1,185,693] [added: 1,254,582] | |

| Shareholders’ [removed: equity] [added: equity:] | | | | | | | | |

| Total shareholders’ equity | | | [removed: 4,257,811] [added: 4,244,588] | | | | [removed: 3,652,917] [added: 4,257,811] | |

| Total liabilities and shareholders’ equity | | $ | [removed: 5,512,393] [added: 5,491,395] | | | $ | [removed: 4,838,610] [added: 5,512,393] | |

| (In thousands, except [removed: share and] per share data) | | [removed: 2023] [added: 2024] | | | | [removed: 2022] [added: 2023] | | | | [removed: 2021] [added: 2022] | | |

| Revenue from operations | | $ | [removed: 5,866,152] [added: 5,814,810] | | | $ | [removed: 6,260,077] [added: 5,866,152] | | | $ | [removed: 5,256,328] [added: 6,260,077] | |

| Salaries, wages and benefits | | | [removed: 2,629,676] [added: 2,689,314] | | | | [removed: 2,716,835] [added: 2,629,676] | | | | [removed: 2,467,985] [added: 2,716,835] | |

| Operating supplies and expenses | | | [removed: 718,326] [added: 635,320] | | | | [removed: 852,955] [added: 718,326] | | | | [removed: 567,615] [added: 852,955] | |

| General supplies and expenses | | | [removed: 162,416] [added: 176,546] | | | | [removed: 159,998] [added: 162,416] | | | | [removed: 136,059] [added: 159,998] | |

| Operating taxes and licenses | | | [removed: 145,642] [added: 144,690] | | | | [removed: 141,239] [added: 145,642] | | | | [removed: 133,452] [added: 141,239] | |

| Insurance and claims | | | [removed: 75,368] [added: 92,359] | | | | [removed: 58,301] [added: 75,368] | | | | [removed: 53,549] [added: 58,301] | |

| Communications and utilities | | | [removed: 43,269] [added: 40,827] | | | | [removed: 40,584] [added: 43,269] | | | | [removed: 34,149] [added: 40,584] | |

| Depreciation and amortization | | | [removed: 324,435] [added: 344,568] | | | | [removed: 276,050] [added: 324,435] | | | | [removed: 259,883] [added: 276,050] | |

| Purchased transportation | | | [removed: 121,516] [added: 122,815] | | | | [removed: 158,111] [added: 121,516] | | | | [removed: 185,785] [added: 158,111] | |

| Miscellaneous expenses, net | | | [removed: 4,831] [added: 24,373] | | | | [removed: 15,372] [added: 4,831] | | | | [removed: 26,249] [added: 15,372] | |

| Cash and cash equivalents | | $ | 108,676 | | | $ | 433,799 | |

| Common stock - $0.10 par value, 560,000,000 shares authorized, 212,984,747 and 217,930,932 shares outstanding at December 31, 2024 and December 31, 2023, respectively | | | 21,298 | | | | 21,793 | |

| Capital in excess of par value | | | 228,081 | | | | 231,449 | |

| Retained earnings | | | 3,995,209 | | | | 4,004,569 | |

| Basic | | $ | 5.51 | | | $ | 5.66 | | | $ | 6.13 | |

| Diluted | | $ | 5.48 | | | $ | 5.63 | | | $ | 6.09 | |

| Basic | | | 215,326 | | | | 218,842 | | | | 224,682 | |

| Diluted | | | 216,485 | | | | 220,180 | | | | 226,156 | |

| Balance as of December 31, 2022 | | | 220,446 | | | | 22,045 | | | | 233,086 | | | | 3,397,786 | | | | 3,652,917 | |

| Balance as of December 31, 2023 | | | 217,931 | | | | 21,793 | | | | 231,449 | | | | 4,004,569 | | | | 4,257,811 | |

| Net income | | | — | | | | — | | | | — | | | | 1,186,073 | | | | 1,186,073 | |

| Share repurchases, including transaction costs and settlements under accelerated share repurchase programs | | | (5,092 | ) | | | (509 | ) | | | — | | | | (971,794 | ) | | | (972,303 | ) |

| Balance as of December 31, 2024 | | | 212,985 | | | $ | 21,298 | | | $ | 228,081 | | | $ | 3,995,209 | | | $ | 4,244,588 | |

| Net income | | $ | 1,186,073 | | | $ | 1,239,502 | | | $ | 1,377,159 | |

| Income taxes paid (includes payments of $177.5 million for purchased federal tax credits in 2024 to offset estimated tax payments) | | $ | 337,615 | | | $ | 361,448 | | | $ | 396,510 | |

Common Stock Split

On March 27, 2024, those shareholders received one additional share of common stock for every share owned.

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

changes in the overall economic environment or risks surrounding our customers.

our safety, claims management and loss prevention programs, is an effective means of managing insurance costs.

The 2021 Repurchase Program began in January 2022 and was completed in May 2024.

We did not enter into any accelerated share repurchase agreements during 2023.

| August 2021 | | | January 2022 | | | $ | 250.0 | | | | 1,310,730 | | | | 246,820 | | | | 1,557,550 | |

| February 2022 | | | April 2022 | | | $ | 400.0 | | | | 2,036,314 | | | | 745,618 | | | | 2,781,932 | |

| May 2024 | | | November 2024 | | | $ | 200.0 | | | | 923,201 | | | | 133,012 | | | | 1,056,213 | |

Dividends to Shareholders

Our Board of Directors declared a cash dividend of $0.26 per share for each quarter of 2024, declared a cash dividend of $0.20 per share for each quarter of 2023 and declared a cash dividend of $0.15 per share for each quarter of 2022.

On February 5, 2025, we announced that our Board of Directors had declared a cash dividend of $0.28 per share of our common stock.

The dividend is payable on March 19, 2025 to shareholders of record at the close of business on March 5, 2025.

Although we intend to pay a quarterly cash dividend on our common stock for the foreseeable future, the declaration and amount of any future dividend is subject to approval by our Board of Directors, and is restricted by applicable state law limitations on distributions to shareholders as well as certain covenants under our Credit Agreement and Note Agreement.

We anticipate that any future quarterly cash dividends will be funded through cash flows from operations, our existing cash and cash equivalents, and, if needed, borrowings under our Credit Agreement or Note Agreement.

Recently Adopted Accounting Pronouncements

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, requiring public entities to disclose information about their reportable segments’ significant expenses and other segment items on an interim and annual basis.

Public entities with a single reportable segment are required to apply the disclosure requirements

in ASU 2023-07, as well as all existing segment disclosures and reconciliation requirements in ASC topic 280 on an interim and annual basis.

We adopted ASU 2023-07 effective December 31, 2024 on a retrospective basis.

While the new accounting rules did not have any impact on our financial condition, results of operations or cash flows, the adoption of the new accounting rules resulted in additional disclosures, which are included in Note 11.

Recently Issued Accounting Pronouncements Not Yet Adopted

In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires public entities, on an annual basis, to provide disclosure of specific categories in the rate reconciliation, as well as disclosure of income taxes paid disaggregated by jurisdiction.

ASU 2023-09 is effective for fiscal years beginning after December 15, 2024, with early adoption permitted.

| Short-term investments | | | — | | | | 49,355 | |

| Common stock - $0.10 par value, 280,000,000 shares authorized, 108,965,466 and 110,222,819 shares outstanding at December 31, 2023 and December 31, 2022, respectively. | | | 10,897 | | | | 11,022 | |

| Capital in excess of par value | | | 242,958 | | | | 244,590 | |

| Retained earnings | | | 4,003,956 | | | | 3,397,305 | |

| Basic | | $ | 11.33 | | | $ | 12.26 | | | $ | 8.94 | |

| Diluted | | $ | 11.26 | | | $ | 12.18 | | | $ | 8.89 | |

| Basic | | | 109,421,245 | | | | 112,340,791 | | | | 115,651,411 | |

| Diluted | | | 110,090,212 | | | | 113,077,820 | | | | 116,409,989 | |

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

| Net income | | | — | | | | — | | | | — | | | | 1,034,375 | | | | 1,034,375 | |

| Forward contract for 2021 accelerated share repurchases | | | — | | | | — | | | | (62,500 | ) | | | — | | | | (62,500 | ) |

| Share repurchases, including settlements under accelerated share repurchase programs | | | (4,815 | ) | | | (482 | ) | | | 62,500 | | | | (1,339,237 | ) | | | (1,277,219 | ) |

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

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

| Other investing activities, net | | | — | | | | — | | | | (500 | ) |

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

| Cash and cash equivalents at beginning of year | | | 186,312 | | | | 462,564 | | | | 401,430 | |

| Income taxes paid | | $ | 361,448 | | | $ | 396,510 | | | $ | 352,826 | |

| Supplemental disclosure of noncash investing and financing activities: | | | | | | | | | | | | |

| Noncash purchases of property | | $ | \- | | | $ | \- | | | $ | 16,034 | |

We periodically

Short-term Investments

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

Both of these instruments are further described in Note 9.

The 2020 Repurchase Program became effective on May 29, 2020.

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.

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

| 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 | |

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

| 2024 | | $ | 21,598 | |

| 2025 | | | 18,926 | |

| 2026 | | | 18,335 | |

| 2027 | | | 17,747 | |

| 2028 | | | 16,922 | |

| Thereafter | | | 57,745 | |

| Weighted average shares outstanding - basic | | | 109,421,245 | | | | 112,340,791 | | | | 115,651,411 | |

| Dilutive effect of share-based awards | | | 668,967 | | | | 737,029 | | | | 758,578 | |

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: 2023] [added: 2024] 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: 2023,] [added: 2024,] based on our evaluation under the 2013 Framework.

The effectiveness of our internal control over financial reporting as of December 31, [removed: 2023] [added: 2024] has been audited by Ernst & Young LLP, an independent registered public accounting firm, as stated in its report dated February [removed: 26, 2024,] [added: 25, 2025,] which is included herein.

We have audited Old Dominion Freight Line, Inc.’s internal control over financial reporting as of December 31, [removed: 2023,] [added: 2024] 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: 2023,] [added: 2024,] 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: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] 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: 2023,] [added: 2024,] and the related notes and [removed: the] financial statement schedule listed in the Index at Item 15(a)(2) and our report dated February [removed: 26, 2024] [added: 25, 2025] expressed an unqualified opinion thereon.

February 25, 2025

February 26, 2024

During the three months ended December 31, [removed: 2023,] [added: 2024,] no member of the Board of Directors or Section 16 officer of the Company adopted or terminated a [removed: "Rule] [added: “Rule] 10b5-1 trading [removed: arrangement"] [added: arrangement”] or [removed: "non-Rule] [added: “non-Rule] 10b5-1 trading [removed: arrangement,"] [added: arrangement,”] as each term is defined in Item 408 (a) of Regulation S-K.

The information required by Item 10 of Form 10-K will appear in the Company’s proxy statement for its [removed: 2024] [added: 2025] Annual Meeting of Shareholders under the captions “Proposal 1 – Election of Directors,” “Executive Officers,” “Corporate Governance – Attendance and Committees of the Board – Audit Committee,” “Corporate Governance – Director Nominations,” [removed: "Corporate] [added: “Corporate] Governance - Insider Trading [removed: Policy"] [added: Policy”] and [removed: "Delinquent] [added: “Delinquent] Section 16(a) [removed: Reports"] [added: Reports”] (to the 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: 2024] [added: 2025] 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: 2024] [added: 2025] 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: 2024] [added: 2025] 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: 2024] [added: 2025] 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: 2023] [added: 2024] and December 31, [removed: 2022][added: 2023]

Statements of Operations – Years ended December 31, [removed: 2023,] [added: 2024,] December 31, [removed: 2022] [added: 2023] and December 31, [removed: 2021][added: 2022]

Statements of Changes in Shareholders’ Equity – Years ended December 31, [removed: 2023,] [added: 2024,] December 31, [removed: 2022] [added: 2023] and December 31, [removed: 2021][added: 2022]

Statements of Cash Flows – Years ended December 31, [removed: 2023,] [added: 2024,] December 31, [removed: 2022] [added: 2023] and December 31, [removed: 2021][added: 2022]

| [removed: 2023] [added: 2023] | | [removed: $] [added: $] | [removed: 6,677] [added: 6,677] | | | [removed: $] [added: $] | [removed: 1,670] [added: 1,670] | | | [removed: $] [added: $] | [removed: 2,239] [added: 2,239] | | | [removed: $] [added: $] | [removed: 6,108] [added: 6,108] | |

| 2024 | | $ | 6,108 | | | $ | 2,011 | | | $ | 1,744 | | | $ | 6,375 | |

| 2021 | | $ | 4,095 | | | $ | 3,773 | | | $ | 1,829 | | | $ | 6,039 | |

FOR YEAR ENDED DECEMBER 31, [removed: 2023][added: 2024]

| [removed: 4.14] [added: 4.19] | | [removed: [Second] [added: [First Amendment to Third] Amended and Restated Credit Agreement, dated [removed: November 21, 2019,] [added: as of August 28, 2024,] among Old Dominion Freight Line, Inc., [added: the Lenders defined therein, and] Wells Fargo Bank, National Association, as [removed: Administrative Agent, and the Lenders named therein] [added: administrative agent] (Incorporated by reference to the exhibit of the same number contained in the Company’s [removed: Current] [added: Quarterly] Report on Form [removed: 8-K] [added: 10-Q for the quarter ended September 30, 2024] filed on November [removed: 21, 2019)](https://www.sec.gov/Archives/edgar/data/0000878927/000156459019044074/odfl-ex414_53.htm)] [added: 6, 2024)](https://www.sec.gov/Archives/edgar/data/878927/000095017024122440/odfl-ex4_19.htm)] |

| [removed: 4.15] [added: 97] | | [removed: [Description of Common Stock] [added: [Old Dominion Freight Line, Inc. Clawback Policy (as updated October 18, 2023)] (Incorporated by reference to the exhibit of the same number contained in the [removed: Company's] [added: Company’s] Annual Report on Form 10-K for the year ended December 31, [removed: 2021] [added: 2023,] filed on February [removed: 23, 2022)](https://www.sec.gov/Archives/edgar/data/878927/000156459022006303/odfl-ex415_7.htm)] [added: 26, 2024)](https://www.sec.gov/Archives/edgar/data/878927/000095017024020176/odfl-ex97.htm)] |

| 10.18(16)* | | [Old Dominion Freight Line, Inc. Non-Employee Director Compensation Structure, effective as of the 2024 Annual Meeting of [removed: Shareholders](https://www.sec.gov/Archives/edgar/data/878927/000095017024020176/odfl-ex10_1816.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, 2023, filed on February 26, 2024)](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/878927/000095017024020176/odfl-ex23_1.htm)] [added: LLP](https://www.sec.gov/Archives/edgar/data/878927/000095017025026661/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/878927/000095017024020176/odfl-ex31_1.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/878927/000095017025026661/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/878927/000095017024020176/odfl-ex31_2.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/878927/000095017025026661/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/878927/000095017024020176/odfl-ex32_1.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/878927/000095017025026661/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/878927/000095017024020176/odfl-ex32_2.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/878927/000095017025026661/odfl-ex32_2.htm)] |

| [removed: 97] [added: 19.1] | | [Old Dominion Freight Line, Inc. [removed: Clawback] Policy [removed: (as updated October 18, 2023)](https://www.sec.gov/Archives/edgar/data/878927/000095017024020176/odfl-ex97.htm)] [added: Statement on the Prevention of Insider Trading](https://www.sec.gov/Archives/edgar/data/878927/000095017025026661/odfl-ex19_1.htm)] |

| 101 | | The following financial information from our Annual Report on Form 10-K for the year ended December 31, [removed: 2023,] [added: 2024,] filed on February [removed: 26, 2024,] [added: 25, 2025,] formatted in iXBRL (Inline eXtensible Business Reporting Language) includes: (i) the Balance Sheets at December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] (ii) the Statements of Operations for the years ended December 31, [added: 2024, 2023 and 2022, (iii) the Statements of Changes in Shareholders’ Equity for the years ended December 31, 2024, 2023 and 2022, (iv) the Statements of Cash Flows for the years ended December 31, 2024, 2023 and 2022, 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: 2023,] [added: 2024,] formatted in iXBRL |

| Dated: | February [removed: 26, 2024] [added: 25, 2025] | | By: | /s/ KEVIN M. FREEMAN |

| /s/ DAVID S. CONGDON | | Executive Chairman of the Board of Directors | | February [removed: 26, 2024] [added: 25, 2025] |

| /s/ SHERRY A. AAHOLM | | Director | | February [removed: 26, 2024] [added: 25, 2025] |

| /s/ JOHN R. CONGDON, JR. | | Director | | February [removed: 26, 2024] [added: 25, 2025] |

| /s/ ANDREW S. DAVIS | | Director | | February [removed: 26, 2024] [added: 25, 2025] |

| /s/ BRADLEY R. GABOSCH | | Director | | February [removed: 26, 2024] [added: 25, 2025] |

| /s/ GREG C. GANTT | | Director | | February [removed: 26, 2024] [added: 25, 2025] |

| /s/ JOHN D. KASARDA | | Director | | February [removed: 26, 2024] [added: 25, 2025] |

| /s/ WENDY T. STALLINGS | | Director | | February [removed: 26, 2024] [added: 25, 2025] |

| /s/ THOMAS A. STITH, III | | Director | | February [removed: 26, 2024] [added: 25, 2025] |

| /s/ LEO H. SUGGS | | Director | | February [removed: 26, 2024] [added: 25, 2025] |

| /s/ KEVIN M. FREEMAN | | [removed: President and] [added: President,] Chief Executive Officer [added: and Director] | | February [removed: 26, 2024] [added: 25, 2025] |

| /s/ ADAM N. SATTERFIELD | | Executive Vice President and Chief Financial Officer | | February [removed: 26, 2024] [added: 25, 2025] |

| /s/ [removed: KIMBERLY S. MAREADY] [added: CLAYTON G. BRINKER] | | Vice President – Accounting and Finance | | February [removed: 26, 2024] [added: 25, 2025] |

| [removed: Kimberly S. Maready] [added: Clayton G. Brinker] | | (Principal Accounting Officer) | | |

| 3.1.4 | | [Articles of Amendment of Old Dominion Freight Line, Inc. (Incorporated by reference to exhibit 3.1(4) contained in the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2024, filed on August 5, 2024)](https://www.sec.gov/Archives/edgar/data/878927/000095017024090872/odfl-ex3_14.htm) |

| 4.15 | | [Description of Common Stock](https://www.sec.gov/Archives/edgar/data/878927/000095017025026661/odfl-ex4_15.htm) |

| 4.20 | | [Second Amendment to Note Purchase and Private Shelf Agreement, made and entered into as of August 28, 2024, by and among Old Dominion Freight Line, Inc., PGIM, Inc. and the other holders of Notes (as defined therein) (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, 2024 filed on November 6, 2024)](https://www.sec.gov/Archives/edgar/data/878927/000095017024122440/odfl-ex4_20.htm) |

| | | |

| | | |

| | | |

| /s/ CHERYL S. MILLER | | Director | | February 25, 2025 |

| Cheryl S. Miller | | | | |

| | | | | |

| | | 2023, 2022 and 2021, (iii) the Statements of Changes in Shareholders’ Equity for the years ended December 31, 2023, 2022 and 2021, (iv) the Statements of Cash Flows for the years ended December 31, 2023, 2022 and 2021, and (v) the Notes to the Financial Statements |