Old Dominion Freight Line Declares Three-For-Two Stock Split

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THOMASVILLE, N.C.--(BUSINESS WIRE)-- Old Dominion Freight Line, Inc. (Nasdaq: ODFL) today announced that its Board of Directors has approved a three-for-two stock split of its common stock. The split will be effected by issuing one additional share of common stock for every two shares of common stock held. The additional shares will be distributed by Broadridge Corporate Issuer Solutions, Inc., the Company’s transfer agent, on March 24, 2020, to shareholders of record as of the close of business on the record date of March 10, 2020. In lieu of fractional shares, shareholders will receive a cash payment based on the average of the high and low sales prices of the common stock on the record date. Upon completion of the split, the Company will have approximately 119,500,000 shares outstanding.

Forward-looking statements in this news release are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. We caution the reader that such forward-looking statements involve risks and uncertainties that could cause actual events and results to be materially different from those expressed or implied herein, including, but not limited to, the following: (1) the competitive environment with respect to industry capacity and pricing, including the use of fuel surcharges, which could negatively impact our total overall pricing strategy and our ability to cover our operating expenses; (2) our ability to collect fuel surcharges and the effectiveness of those fuel surcharges in mitigating the impact of fluctuating prices for diesel fuel and other petroleum-based products; (3) the negative impact of any unionization, or the passage of legislation or regulations that could facilitate unionization, of our employees; (4) the challenges associated with executing our growth strategy, including our ability to successfully consummate and integrate any acquisitions; (5) changes in our goals and strategies, which are subject to revision at any time at our discretion; (6) various economic factors such as recessions, downturns in the economy, global uncertainty and instability, changes in international trade policies, changes in U.S. social, political, and regulatory conditions or a disruption of financial markets, which may decrease demand for our services or increase our costs; (7) changes in relationships with our significant customers; (8) the impact of changes in tax laws, rates, guidance and interpretations, including those related to certain provisions of the Tax Cuts and Jobs Act; (9) increases in driver and maintenance technician compensation or difficulties attracting and retaining qualified drivers and maintenance technicians to meet freight demand; (10) our exposure to claims related to cargo loss and damage, property damage, personal injury, workers’ compensation, group health and group dental, including increased premiums, adverse loss development, increased self-insured retention or deductible levels and claims in excess of insured coverage levels; (11) cost increases associated with employee benefits, including costs associated with employee healthcare plans; (12) the availability and cost of capital for our significant ongoing cash requirements; (13) the availability and cost of new equipment and replacement parts, including regulatory changes and supply constraints that could impact the cost of these assets; (14) decreases in demand for, and the value of, used equipment; (15) the availability and cost of diesel fuel; (16) the costs and potential liabilities related to compliance with, or violations of, existing or future governmental laws and regulations, including environmental laws, engine emissions standards, hours-of-service for our drivers, driver fitness requirements and new safety standards for drivers and equipment; (17) the costs and potential liabilities related to various legal proceedings and claims that have arisen in the ordinary course of our business, some of which include collective and/or class action allegations; (18) the costs and potential liabilities related to governmental proceedings, inquiries, notices or investigations; (19) the costs and potential liabilities related to our international business relationships; (20) the costs and potential adverse impact of compliance with, or violations of, current and future rules issued by the Department of Transportation, the Federal Motor Carrier Safety Administration (the “FMCSA”) and other regulatory agencies; (21) the costs and potential adverse impact of compliance associated with FMCSA’s electronic logging device (“ELD”) regulations and guidance, including the operation of our fleet and safety management systems on the ELD hardware and software platform; (22) seasonal trends in the less-than-truckload (“LTL”) industry, including harsh weather conditions and disasters; (23) our ability to retain our key employees and continue to effectively execute our succession plan; (24) the concentration of our stock ownership with the Congdon family; (25) the costs and potential adverse impact associated with future changes in accounting standards or practices; (26) potential costs and liabilities associated with cyber incidents and other risks with respect to our systems and networks or those of our third-party service providers, including system failure, security breach, disruption by malware or ransomware or other damage; (27) failure to comply with data privacy, security or other laws and regulations; (28) 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, which could cause us to incur costs or result in a loss of business; (29) the costs and potential adverse impact associated with transitional challenges in upgrading or enhancing our technology systems; (30) legal, regulatory or market responses to climate change concerns; (31) damage to our reputation through unfavorable perceptions or publicity, including those related to environmental, social and governance issues, cybersecurity and data privacy concerns; (32) failure to adapt to new technologies implemented by our competitors in the LTL and transportation industry; (33) the costs and potential adverse impact of compliance with anti-terrorism measures on our business; (34) dilution to existing shareholders caused by any issuance of additional equity; (35) the impact of a quarterly cash dividend or the failure to declare future cash dividends; (36) fluctuations in the amount and frequency of our stock repurchases; (37) recent and future volatility in the market value of our common stock; (38) the impact of certain provisions in our articles of incorporation, bylaws, and Virginia law that could discourage, delay or prevent a change in control of us or a change in our management; and (39) other risks and uncertainties described in our most recent Annual Report on Form 10-K and other filings with the SEC. Our forward-looking statements are based upon our beliefs and assumptions using information available at the time the statements are made. We caution the reader not to place undue reliance on our forward-looking statements as (i) these statements are neither a prediction nor a guarantee of future events or circumstances and (ii) the assumptions, beliefs, expectations and projections about future events may differ materially from actual results. We undertake no obligation to publicly update any forward-looking statement to reflect developments occurring after the statement is made, except as otherwise required by law.

Old Dominion Freight Line, Inc. is a leading, less-than-truckload (“LTL”), union-free motor carrier providing regional, inter-regional and national LTL services through a single integrated organization. Our service offerings, which include expedited transportation, are provided through an expansive network of service centers located throughout the continental United States. Through strategic alliances, the Company also provides LTL services throughout North America. In addition to its core LTL services, the Company offers a range of value-added services including container drayage, truckload brokerage and supply chain consulting.

Adam N. Satterfield
Senior Vice President, Finance and
Chief Financial Officer
(336) 822-5721

Source: Old Dominion Freight Line, Inc.

Released February 21, 2020