Old Dominion Freight Line

Market position and competition · Industry consolidation and market concentration

consolidation in the ground transportation industry may create other large carriers with greater financial resources to use in operations and other competitive advantages relating to their size... continued merger and acquisition or other transaction activity in transportation and logistics could result in stronger or new competitors.

Customer and revenue · Customer concentration and key customer dependence

We do not believe the loss of any one customer would materially impact our business and revenue growth due to the diversity of our customer base. We do, however, have a number of customers whose demand for our services is tied to the broader domestic economy that could, collectively, impact our business and potential revenue growth.

Strategic execution · Merger acquisition and divestiture risks

We may be unable to successfully consummate and integrate acquisitions... Any acquisition will entail numerous risks, including: we may not achieve anticipated levels of revenue, efficiency, cash flows and profitability; we may experience difficulties managing businesses that are outside our historical core competency and markets.

Credit and liquidity · Credit risk and customer defaults

Customers encountering adverse economic conditions, including as a result of current inflationary pressures, may be unable to obtain additional financing or financing under acceptable terms. These customers represent a greater potential for bad debt losses, which may require us to increase our reserve for bad debt.

Credit and liquidity · Access to capital and financing

We have significant ongoing cash requirements that could limit our growth and affect our profitability if we are unable to obtain sufficient capital... If we are unable to generate sufficient cash from our operations or raise capital by accessing the debt and equity markets, we may be forced to limit our growth and operate our equipment for longer periods of time.

Market and investment · Asset valuation and impairment

A decrease in the demand and value of used equipment may impact our results of operations. As we purchase new tractors and trailers as part of our normal replacement cycle each year, we rely on the used equipment market to dispose of our older equipment. Oversupply in the transportation industry as well as adverse domestic and foreign economic conditions can negatively impact the demand for used equipment and, therefore, reduce the value we can obtain on our used equipment.

Economic and market conditions · Market volatility and financial crises

widespread outbreak of an illness or any other communicable disease or public health crisis... may lead to fewer goods being transported and could have a material adverse effect on our business, financial condition and results of operations.

Natural and catastrophic events · Pandemic and public health crises

uncertainty and instability in the global economy 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.

Social and demographic · Public perception and reputation

some customers may perceive our sustainability profile to be less robust than that of our competitors, which could influence the selection of their carrier... 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.

Geopolitical and trade · Trade policies tariffs and sanctions

Changes in international trade policies, including with respect to tariffs, may continue to adversely impact our customers, our industry and our business. The U.S. government has taken certain actions that have negatively impacted U.S. trade, including imposing tariffs on certain goods imported into the United States, and several foreign governments have imposed tariffs on certain goods imported from the United States.

Natural and catastrophic events · Natural disasters and extreme weather

Our results of operations may be affected by seasonal factors, harsh weather conditions and disasters... Harsh 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.

Digital transformation and innovation · Artificial intelligence and automation

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.

Digital transformation and innovation · Technology obsolescence and evolution

Failure to keep pace with developments in technology, any disruption to our technology infrastructure, or failures of essential services upon which our technology platforms rely could cause us to incur costs or result in a loss of business... If we are unable to invest in and enhance or modernize our technology systems in a timely manner or at a reasonable cost, our results of operations and financial condition could be adversely affected.

Digital transformation and innovation · Technology implementation and upgrades

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

Industry regulation · Regulatory compliance and changes

We operate in a highly regulated industry, and increased costs of compliance with, or liability for violation of, existing or future regulations could have a material adverse effect on our business. We are regulated by the DOT and by various state and federal agencies.

Legal and litigation · Litigation and legal proceedings

We are subject to the risks of legal proceedings and claims, governmental inquiries, notices and investigations which could adversely affect our business. 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 matters.

Core operations · Facility damage and equipment failure

Higher costs for or limited availability of suitable real estate may adversely affect our business operations. We have experienced higher costs to purchase, lease and/or build or renovate service centers as a result of inflation, supply chain issues, increased raw material and labor costs, and higher demand for and reduced supply of such service centers.

Human capital and workforce · Talent acquisition and retention

Increases in employee compensation and benefit packages used to attract and retain qualified employees, including drivers and maintenance technicians, and addressing general labor market challenges could adversely affect our profitability... As the available pool of qualified drivers has been declining, we have faced, and may continue to face, difficulty maintaining or increasing our number of drivers.

Core operations · Capacity utilization and efficiency

shortages of suitable real estate may limit our growth and could cause congestion in our service center network, which could result in increased operating expenses... 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.

Reputation and brand · Esg environmental social governance performance

Varied stakeholder expectations relating to evolving sustainability considerations and related reporting obligations expose us to potential liabilities, increased costs, reputational harm, and other adverse effects on our business... We make statements about our values, including the environmental and societal impact of our business, through our various non-financial reports, information provided on our website, press statements and other communications.