ODFLOld Dominion

Disclose the material effects of transition risks related to climate change that may affect your business, financial condition, and results of operations, such as policy and regulatory changes that could impose operational and compliance burdens, market trends that may alter business opportunities, credit risks, or technological changes.

The Company respectfully advises the Staff that it has disclosed the material effects of transition risks related to climate change that may affect its business, financial condition and results of operations. This disclosure is integrated throughout the “Risk Factors” section of the Form 10-K. In particular, the Company refers the Staff to:

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“Risk Factors—Risks Related to our Business and Operations—Limited supply and increased costs of new equipment may adversely affect our earnings and cash flow” on pages 7-8 for a discussion of material risks related to regulatory changes, including

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changes in regulations related to exhaust emissions from diesel engines, on the price of our equipment;

“Risk Factors—Risks Related to our Business and Operations—We may be adversely impacted by fluctuations in the availability and price of diesel fuel” and “—Our results of operations may be affected by seasonal factors, harsh weather conditions and disasters” on page 8 for a discussion of material risks related to weather conditions and disasters;

“Risk Factors—Risks Related to Legal and Regulatory Matters—We are subject to various governmental laws and regulations, and costs of compliance with, liabilities under, or violations of, existing or future governmental laws or regulations could adversely affect our business” on page 13 for a discussion of material risks related to changes to environmental laws and regulations that could impose operational and compliance burdens on the Company; and

“Risk Factors—Risks Related to Legal and Regulatory Matters—We may be adversely affected by legal, regulatory, or market responses to climate change concerns” on page 14 for a discussion of material risks related to climate change.

The Company will continue to evaluate the transition risks related to climate change that may affect its business, financial condition and results of operations and disclose the material risks related thereto, updated as appropriate, in its future filings.

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If material, discuss the significant physical effects of climate change on your operations and results. This disclosure may include the following: • quantification of material weather-related damages to your property or operations; and • any weather-related impacts on the cost or availability of insurance.

The Company respectfully advises the Staff that the physical effects of climate change have not had a material effect on the Company’s business, financial condition and results of operations. Read in the reply ↗

If material, please quantify past capital expenditures for climate-related projects.

The Company respectfully advises the Staff that past capital expenditures for climate-related projects have not had a material effect on the Company’s business, financial condition and results of operations. Read in the reply ↗

Quantify any material increased compliance costs related to climate change.

The Company respectfully advises the Staff that any changes in compliance costs related to climate change have not had a material effect on the Company’s business, financial condition and results of operations. Read in the reply ↗

If applicable and material, provide disclosure about any purchase or sale of carbon credits or offsets and any material effects on your business, financial condition, and results of operations.

The Company respectfully advises the Staff that the Company has not purchased or sold any carbon credits or offsets.

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We hope that our response appropriately addresses your comments. Please contact me at 336.822.5519 if you require any additional information or have any questions regarding our response. Read in the reply ↗

We note your response to prior comment 1 identifies several transition risks disclosed in your Form 10-K. Tell us how you considered disclosing other transition risks related to climate change such as changes in customer behavior, advances in technology, and market trends specific to the trucking industry.

The Company respectfully advises the Staff that it comprehensively monitors the risks faced by its business and regularly evaluates its risk factor disclosure to ensure that it reflects the material factors that may affect the Company’s business, financial condition and results of operations. The “Risk Factors” section of the Form 10-K addresses risks related to changes in customer behavior, advances in technology and market trends specific to the trucking industry in the following risk factors, among others:

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“Risk Factors—Risks Related to our Business and Operations—Changes in our

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relationships with significant customers, including the loss or reduction in business from one or more of them, could have an adverse impact on our business.”

“Risk Factors—Risks Related to our Industry—We operate in a rapidly evolving and highly competitive industry, and our business will suffer if we are unable to adequately address potential downward pricing pressures and other factors that may adversely affect our operations and profitability.”

“Risk Factors—Risks Related to Owning our Common Stock—The market value of our common stock has been and may in the future be volatile, and could be substantially affected by various factors.”

These areas are each affected by a multitude of factors. Many of these individual factors are not material but collectively form the overall relevant risk. In the Company’s experience, decision-making in these areas is complex, with many factors together contributing to an overall result as opposed to decisions being materially affected by transition risks related solely to climate change. While the Company is monitoring transition risks related to climate change as they relate to customer behavior, advances in technology and market trends specific to the trucking industry as part of its comprehensive monitoring of risks, the Company has not determined such risks to be individually material or materially different than the overall risks related to such topics for which disclosure has been made in the Form 10-K.

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Your response to prior comment 2 states that the physical effects of climate change have not had a material effect on your business, financial condition and results of operations. Provide us with an analysis supporting this statement.

The Company respectfully advises the Staff that it has not experienced material weather-related damages to its property or operations occurring outside of the ordinary course of business during the periods presented in the Form 10-K. For the various weather events impacting any of the Company’s facilities during these periods, the Company responded by leveraging its extensive geographic footprint to direct freight to nearby Company facilities that were not impacted by the weather events.

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The Company also maintains insurance on significant facilities to help mitigate the impact of any losses due to physical damage caused by weather events. However, the Company notes that it has not incurred losses which, in the aggregate or individually, were material to the Company’s financial condition during the periods presented in the Form 10-K.

While climate change may contribute to weather events that the Company experiences in the normal course of its operations, the Company has not identified changes in the impact of weather-related events on its business or financial condition and results of operations that the Company is able to determine as resulting from the physical effects of climate change. In any event, the Company has concluded that the physical effects of weather-related events in general, whether climate change-related or not, have not had a material effect on its business, financial condition and results of operations during the periods presented.

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We note from your response to prior comment 3 that past capital expenditures for climaterelated projects have not had a material effect on your business, financial condition and results of operations. Provide us with additional detail to support this statement.

The Company respectfully advises the Staff that it has not historically undertaken large capital expenditures predominantly for climate-related reasons. Environmental sustainability considerations, including climate-related considerations, are some of the many factors the Company takes into account in its holistic approach to making capital expenditures.

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The Company is focused on continual improvement in the efficiency of its operations and is proud of examples where it has completed capital projects designed to decrease operating expenses while also lessening the Company’s environmental impact. For example, in 2011, the Company installed a 1.8 megawatt, roof-mounted solar installation on its Thomasville, North Carolina warehouse. While the Company recognizes the environmental benefit of the solar installation, the project was undertaken primarily to reduce the operating cost for the facility. During the periods presented in the Form 10-K, the Company did not undertake any projects solely for climate reasons. Accordingly, the Company concluded that capital expenditures for climate-related projects have not had a material effect on its business, financial condition and results of operations.

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Your response to prior comment 4 states that any changes in compliance costs related to climate change have not had a material effect on your business, financial condition and results of operations. Tell us about the compliance costs you have incurred and explain how you concluded the related amounts were not material.

The Company respectfully advises the Staff that it does not generally experience significant compliance costs directly related to climate change regulations in its operations. Instead, the Company may be affected by compliance costs related to climate change impacting vendors or service providers that may be required to comply with specific climate change regulations. For example, diesel tractor engine manufacturers may be required to meet more restrictive carbon emission standards when producing new engines that could impact the ultimate cost of the engines.

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These costs, along with other changes to annual equipment models, are considered by the tractor manufacturers annually and could impact the ultimate sales price of vehicles we choose to purchase. As the purchaser and end-user of these tractors, the Company has little visibility as to the detailed breakdown of price increases and to what extent such increases are a result of compliance costs related to climate change compared with other factors. To the extent that the manufacturer increased prices as a result of costs to comply with specific climate change regulations, the tractor purchased may be more efficient than older tractors, helping to offset the impact of the initial increase in price paid by the Company with lower ongoing operating expenses. There have not been any increases in the price of equipment or operating expenses over the periods presented in the Form 10-K that were material to the Company’s financial statements and that were otherwise identified by the Company to be a result of compliance costs directly related to climate change regulations.

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We hope that our response appropriately addresses your comments. Please contact me at 336.822.5519 if you require any additional information or have any questions regarding our response.

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Your response to prior comment 1 states that you comprehensively monitor the risks faced by your business, including transition risks related to climate change. Please describe the process through which you monitor risk and explain in greater detail how you determined that transition risks related to climate change are not individually material.

The Company respectfully advises the Staff that it has a robust process through which it monitors risks faced by its business, including transition risks related to climate change. The process includes, but is not limited to, the following key elements:

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The Company’s Board of Directors (the “Board”) and its committees are responsible for the oversight of the Company’s policies, procedures and systems in place to manage the Company’s risk exposure, including those related to environmental, social and governance (“ESG”) matters.

The Company’s Chief Executive Officer and Chief Financial

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Officer are responsible for the assessment and management of the Company’s risks and regularly report their findings to the Board directly or through their communications with its committees.

The Company’s Risk Management Department is responsible for identifying, assessing and monitoring risks inherent to the Company’s business and providing guidance to senior management and the Audit Committee of the Board (the “Audit Committee”) regarding the Company’s enterprise risk management, insurance portfolio, business continuity programs, crisis management, and governance. Through the Company’s comprehensive risk management program, an in-depth review of core risks, goal-setting, and evaluation of plans with risk owners is performed annually. The Company’s core risks are closely monitored by the respective risk owners and senior management on a regular basis.

The Company’s ESG Steering Committee, which includes leaders from operations, fleet maintenance, real estate, marketing, information technology, compliance, human resources, safety, legal, accounting and investor relations, is responsible for monitoring identified risks related to ESG matters and provides guidance to senior management and the Audit Committee.

The Company determined that transition risks related to climate change, to the extent they have not been disclosed in the Form 10-K, are not individually material because, while the Company continues to monitor such risks, including through the channels described above, no such risks have had a meaningful qualitative or quantitative impact on the Company’s financial statements for the periods presented in the Form 10-K or have otherwise become a material factor that makes an investment in the Company speculative or risky. For example, one such transition risk that the Company monitors is the potential impact of the development and deployment of electric vehicles and equipment in the transportation industry. In 2021, in an effort to further understand the potential impact, if any, that this transition may have on the Company’s future operations and financial results, the Company ordered its first electric tractor and forklift for use in its California operations. The ordering, expected testing and evaluation of the equipment represents one action that the Company has taken to address a transition risk related to climate change that has not had a material impact on the Company’s financial statements in the periods presented in the Form 10-K and may mitigate such risk from having a material impact on the Company’s financial statements in future periods. Other transition risks related to climate change that the Company monitors, but that have not had a material impact on the Company’s financial statements, include potential increased costs related to future regulatory compliance or regulations on greenhouse gas emissions. If any of these or other transition risks related to climate change have a material impact on the Company’s financial statements, or if the Company otherwise determines that any of these or other transition risks related to climate change have become material factors that make an investment in the Company speculative or risky to the extent not already disclosed, the Company will include additional, appropriate disclosure in its future filings.

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We note your response to prior comment 2 regarding the significant physical effects of climate change on your operations and results. Consistent with comment 2 from our letter dated September 14, 2021, provide us with quantitative information supporting the statement that you have not experienced material weather-related damages to your property or operations.

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In addition, quantify and tell us about any weather-related impacts on the cost or availability of insurance.

The Company respectfully advises the Staff that the disclosure in the Form 10-K supports the statement that the Company has not experienced material weather-related damages to its property or operations. As noted in the Company’s prior response, for the various weather events impacting any of the Company’s locations, the Company leverages its extensive geographic footprint to direct freight and equipment to nearby Company locations that were not impacted by the weather events, thereby reducing the impact to the Company’s operations.

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In addition, as discussed on page 4 in the Form 10-K, the Company maintains insurance coverage for various risk exposures with third-party insurance carriers at levels that the Company believes are appropriate for the Company’s operations. The Company’s insurance includes protection for damages to its locations, whether resulting from weather-related incidents or other causes. For the three years presented in the Form 10-K, the Company’s deductible limit for property claims generally was a minimum of $10,000 (2018) or $100,000 (2019 and 2020) per occurrence, excluding earthquakes or a named storm event (in which case the deductible was a single-digit percentage of the value of the applicable affected locations). The Company’s low deductible levels, along with the expansive geographic footprint of the Company’s locations, helps minimize the potential impact to the Company’s financial statements caused by any losses from damages to the Company’s locations. This is reflected in the Company’s “Loss on disposal of property and equipment” line item disclosed in the Statements of Cash Flows on page 32 ($0.7 million in 2020; $6.1 million in 2019; and $0.5 million in 2018), which represented less than 1% of the Company’s pre-tax income in each of the three years presented. As a point of reference, the Company submitted only one building damage claim under its applicable property insurance policy during the three-year period presented in the Form 10-K, and the total loss for that claim (including the applicable deductible) was only slightly over $200,000.

The Company also maintains that it has not experienced any material weather-related impacts on the cost or availability of insurance during the periods presented in the Form 10-K. In the Company’s Statements of Operations on page 30, the “Insurance and claims” line item was $42.4 million in 2020; $52.5 million in 2019; and $44.1 million in 2018. This line item captures all of the Company’s costs for insurance coverage and claims expenses, which include cargo loss or damage, bodily injury, and property damage, whether or not attributable to weather-related incidents. The Company respectfully advises the Staff that the aggregate amount of this line item, of which the cost of our property insurance coverage is an insignificant percentage, consistently represented approximately 1% of the Company’s revenue and approximately 5-6% of the Company’s pre-tax income in each of the three years presented. Had the Company experienced weather-related impacts on the cost of its insurance coverage that were material to the financial statements, these amounts would have been significantly higher.

We hope that our response appropriately addresses your comments. Please contact me at 336.822.5519 if you require any additional information or have any questions regarding our response.

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We note LTL Revenue Per Hundredweight includes revenue for undelivered freight and you disclose this results in a better indicator of changes in this measure by matching total billed revenue with the corresponding weight of those shipments. Because undelivered freight is not reported as revenue and is deferred under U.S. GAAP, it appears this metric is a non-GAAP measure.

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Please revise your future filings to comply with the disclosure requirements of Item 10(e) of Regulation S-K. If any other key financial and operating metrics or discussion of LTL revenue in your operating results discussion on pages 22 and 23 include revenue for undelivered freight, your disclosure should also be revised similarly. In your response, please provide us your proposed revisions to your current disclosures.

1: Item 10(e)(4) of Regulation S-K and Rule 101(g) of Regulation G exclude certain types of metrics from the definition of non-GAAP financial measures, including operating and other statistical measures. We believe that each of our LTL revenue per hundredweight, LTL revenue per shipment, and LTL revenue per intercity mile metrics disclosed on pages 22 and 23 of our Form 10-K are operating statistics that qualify for this exclusion. Our LTL transportation services are generally priced based on weight, commodity and distance.

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These operating statistics provide a measurement of yield on the shipments we handle and are commonly used in the LTL industry to evaluate pricing trends. These metrics have consistently included revenue for undelivered freight, as we believe this inclusion results in a more accurate representation of the underlying changes in our yields when the total amount of billed revenue is matched with the corresponding weight of the relevant shipment. We further believe that the operating statistics described above are excluded from the definition of non-GAAP financial measures because our calculation of LTL revenue represents billed revenue rather than an adjustment to GAAP revenue, i.e., it represents a factual number designed to indicate the price of services per pound or shipment sold during a particular period. For these reasons, we respectfully submit to the Staff that we do not believe any additional disclosures are required under Item 10(e) of Regulation S-K with respect to these operating statistics.

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Please revise your future filings to disclose the following for each of your market risks: (i) the quantitative information for the preceding fiscal year with a discussion of the reasons for material quantitative change; and (ii) a description of model, assumptions and parameters used to define potentialgains/(losses).

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Refer to Item 305(a)(3) and paragraph 3(F) of the Instructions to 305(a)(1)(ii) of Regulation S-K, respectively.

2: With respect to the Staff’s comment 2(i), we respectfully advise the Staff that we will include the quantitative information for the preceding fiscal year required by Item 305(a)(3) of Regulation S-K in future filings along with a discussion of the reasons for material quantitative changes, if any.

With respect to the Staff’s comment 2(ii), we note that Item 305(a)(ii)(B) of Regulation S-K requires a description of the model, assumptions, and parameters, which are necessary to understand the disclosures required under Item 305(a)(ii)(A) of Regulation S-K.

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To the extent necessary to understand the disclosures we provide in future filings, we will provide a further description of the model, assumptions and parameters used to define potential gains/(losses). However, we believe our current disclosures provide the information necessary to understand such disclosures. In this regard, we disclose that our sensitivity analysis with respect to our (i) interest rate risk is based on a hypothetical 100 basis point increase in the average interest rate of our credit agreement, (ii) market risk for equity investments is based on a hypothetical 10% change in market value of those investments, and (iii) market risk for awards previously granted under certain of our stock plans is based on a hypothetical 10% change in the price of our common stock as of a certain date.

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We note that your Credit Agreement contains a provision, which limits your ability to pay dividends. Please tell us your consideration to disclose the amount of retained earnings or net income that is restricted or free of restrictions for the payment of dividends pursuant to Rule 4-08(e)(1) of Regulation S-X.

3: Rule 4-08(e)(1) of Regulation S-X requires a description of the most significant restrictions on the payment of dividends, including the amount of retained earnings or net income restricted or free of restrictions. As disclosed in Note 2 to our Financial Statements included in our Form 10-K, our credit agreement contains a covenant that limits our ability to pay dividends, unless no defaults or events of default under the credit agreement are ongoing (or would be caused by such a restricted payment).

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However, our credit agreement allows for the payment of dividends in the absence of defaults or events of default, provided such payment is duly authorized by all necessary corporate action and is permitted by applicable law. There was no existing default or event of default under the credit agreement at December 31, 2017. Further, in Item 7 - Liquidity and Capital Resources, we disclose our compliance with all covenants and note that we do not anticipate a significant decline in business levels or financial performance that would cause us to violate any such covenants in the future. As a result, our retained earnings and net income were deemed free of restrictions; therefore, we do not view the restriction under our credit agreement as a significant restriction. Accordingly, we respectfully advise the Staff that we do not believe additional disclosure is required under Rule 4-08(e)(1) of Regulation S-X.

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Revise your future filings to disaggregate revenue as required by paragraph ASC 606-1050-5 or explain to us why you do not need to provide this information. Implementation guidance is provided at ASC 606-10-55-89 through 55-91.

4: We generate revenue by providing transportation services and/or solutions to our customers through one operating segment and one management team. Our customer base is diverse, with our largest customer representing less than 4% of our revenue, and essentially all of our revenue from operations is domestic. Our LTL services are short-term in nature, as we generally deliver our customers' freight within one-to-five days after picking it up. In addition to our core LTL services, we offer container drayage, truckload brokerage, supply chain consulting and warehousing services.

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While the nature and timing of revenue for these non-LTL services can vary, the combined revenue represents less than 2% of our revenue from operations and is considered insignificant. All of our assets and infrastructure are located throughout the United States.

ASC 606-10-50-5 requires the disaggregation of revenue recognized from contracts with customers into categories that depict how the nature, amount, timing, and uncertainty of revenue and cash flows are affected by economic factors. In accordance with ASC 606-10-50-5 and the guidance in ASC 606-10-55-89 through 55-91, we elected to disaggregate our revenue from operations within our one segment by type of service in "Note 1. Significant Accounting Policies" of our quarterly and annual filings. We believe the disclosure of revenue from "LTL services" and "Other services" (i.e., non-LTL services) provides the most useful information to users of our financial statements based on categories that are meaningful to our business. These categories are representative of the way in which we have presented information outside of the financial statements and in past press releases. In addition, the category of "LTL services" is the primary way that both investors and our Chief Operating Decision Maker view the business. Based on these factors, we believe our current disaggregated revenue disclosure is appropriate and provides the most useful information to users of our financial statements based on categories that are meaningful to our business.

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We note from your disclosure on page 11 (Revenue) that fuel surcharges increased to 12.8% of total revenue in the first quarter of 2018, and you regularly monitor the components of your pricing, including fuel surcharges.

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Please tell us if fuel surcharge revenues represent variable consideration under ASC 606 and, if so, tell us and revise your future filings to disclose how you estimate variable consideration amounts, including how you assess the constraint (if applicable) and how you allocate this variable consideration to the performance obligations. Refer to ASC 606-10-32-2 and ASC 60610-50-20 for disclosure guidance.

5: ASC 606-10-32-2 requires that we consider the terms of contracts and our customary business practices to determine transaction prices. In the case for our services, each shipment that we handle is a separate performance obligation represented by an individual bill of lading, which is the basis for determining the charges that are fixed at time of pick-up and billed to the customer. There are many components included in our overall charge for each freight bill, including the fuel surcharge. The fuel surcharge is generally indexed to the U.S.

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Department of Energy published diesel fuel prices that reset each week. It is a fixed rate that is applied at the date of pickup and does not vary between the time of pickup and delivery. The fuel surcharge rate is not variable over the course of the delivery. The fuel surcharge as a percentage of revenue disclosed in our Form 10-Q is the actual amount and is not based on an estimate. Based on these considerations, we respectfully advise the Staff that the fuel surcharge does not represent variable consideration under ASC 606.

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We note from page 2 of your 2017 Form 10-K (Competition) that you provide transportation services to third-party logistics providers that determine both the mode of transportation and the carrier. Please tell us the nature of these arrangements in further detail and explain to us whether you are the principal or agent pursuant to ASC 606-1055-36 through 55-39.

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Further, to the extent these arrangements are material, disclose whether you present revenues earned from third-party logistics providers on a gross or net basis pursuant to ASC 606-10-50-12(c).

6: As noted in our Form 10-K, we occasionally provide transportation services to third-party logistics providers (“3PLs” and each a “3PL”). Under these arrangements, a 3PL will engage us as a carrier to provide transportation services to its customer (the “Shipper”). Generally, the 3PL will negotiate the terms of the transportation services with us, with such services to be provided by us, and we will invoice the 3PL for such services. The 3PL will then pay us for the services we provided to its customer.

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While the specific terms of each agreement with 3PLs may vary, we remain the principal in these arrangements for the transportation services we provide. In determining that we are the principal in these arrangements, we considered the following factors in accordance with ASC 606-10-55-39:

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We have the sole responsibility to fulfill the transportation service. That is, no other party has responsibility for providing cargo transportation services to the Shipper.

We assume risk for goods-in-transit from the Shipper. For example, if freight is misplaced or damaged in transit, we may incur losses to satisfy our obligations to the Shipper.

We maintain discretion in establishing pricing and contractual provisions for the transportation services.

The consideration we receive is not in the form of commission.

We are exposed to credit risk in the event that a 3PL or Shipper is unable to make payment.

Based on the above considerations, we determined that we are the principal in these arrangements. As such, we have historically recorded revenue from the transportation services we provide for these transactions on a gross basis, and we respectfully advise the Staff that we believe it is appropriate to continue to do so under ASC 606-10-55-37.

Closing

We hope that our responses appropriately address your comments. Please contact me at 336.822.5519 if you require any additional information or have any questions regarding our response.

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In your response to prior comment 1, you indicate that operating statistics such as LTL revenue per hundredweight, LTL revenue per shipment, and LTL revenue are commonly used in the LTL industry to evaluate pricing trends. However, we were only able to identify one competitor that discloses it calculates such measures using billed revenue.

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Please provide us with further information related to your understanding of industry practice on the calculation of these measures using billed revenue versus revenue as calculated in accordance with GAAP. Additionally, please provide us with your analysis as to whether you believe billed revenue would represent a non-GAAP measure under Item 10(e) of Regulation S-K, as you calculate these measures using billed revenue. In your response, please provide us with the quantitative difference between billed revenue and revenue reported under GAAP for the periods presented.

Old Dominion Freight Line, Inc. (the “Company”) is in receipt of your comment letter dated July 19, 2018 related to our Annual Report on Form 10-K for the fiscal year ended December 31, 2017 and Quarterly Report on Form 10-Q for the fiscal period ended March 31, 2018 (the “Comment Letter”).

The Company respectfully requests an extension of an additional ten business days to respond to the Comment Letter. The Company confirms that it will respond to the Comment Letter on or before August 16, 2018. Read in the reply ↗