8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

April 27, 2006

(Date of earliest event reported)

OLD DOMINION FREIGHT LINE, INC.

(Exact name of registrant as specified in its charter)

Commission file number: 0-19582

Virginia	56-0751714
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

500 Old Dominion Way

Thomasville, North Carolina 27360

(Address of principal executive offices)

(Zip Code)

(336) 889-5000

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02. Results of Operations and Financial Condition

On April 27, 2006, Old Dominion Freight Line, Inc. issued a press release regarding its financial results for its first quarter of 2006, ended March 31, 2006. A copy of this press release is attached as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

Exhibit No.	Description
99.1	Press Release dated April 27, 2006

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

OLD DOMINION FREIGHT LINE, INC.
By:	/s/ John P. Booker, III
	John P. Booker, III
	Vice President – Controller
	(Principal Accounting Officer)

Date: April 27, 2006

EXHIBIT INDEX

TO CURRENT REPORT ON FORM 8-K

Exhibit No.	Description
99.1	Press Release dated April 27, 2006

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE	Contact:	J. Wes Frye
		Senior Vice President - Finance and
		Chief Financial Officer
		(336) 822-5305

OLD DOMINION FREIGHT LINE REPORTS 40% GROWTH IN FIRST-QUARTER

EARNINGS TO $0.35 PER DILUTED SHARE

Increases Guidance to Range of $1.76 to $1.84 for 2006

THOMASVILLE, N.C. (April 27, 2006) – Old Dominion Freight Line, Inc. (NASDAQ: ODFL) today announced financial results for the first quarter ended March 31, 2006. The Company produced record revenue from operations of $291,631,000, an increase of 23.2% from $236,770,000 for the first quarter of 2005. Net income increased 39.4% to $13,020,000 from $9,343,000, and earnings per diluted share increased 40.0% to $0.35 from $0.25 for the first quarter of 2005. Old Dominion’s operating ratio improved to 91.9% from 92.7% for the first quarter of 2005. All prior-period share and per share data in this release have been adjusted to reflect the Company’s three-for-two stock split effective in November 2005.

Commenting on the announcement, Earl E. Congdon, Chairman and Chief Executive Officer of Old Dominion, said, “Our first-quarter operating and financial results are a great start to accomplishing our objectives for 2006. These results are primarily due to the continued expansion of market share within our existing service center network, even as we continued the steady expansion of our geographic footprint.

“We expanded our service center network in the first quarter with the addition of 16 service centers, raising our total to 170 in operation in 46 states at the end of the quarter. We added 13 service centers through the acquisition of certain assets of UW Freight Line, enabling us to initiate operations in two new states and expand full-state coverage to 37 states. We also opened service centers in Ocala, Florida; Ann Arbor, Michigan; and Spokane, Washington during the first quarter and have subsequently opened San Jose, California; Fort Myers, Florida; Pendergrass, Georgia; Fargo, North Dakota, which initiated coverage in our 47^th state; and Tacoma, Washington. We are scheduled to open five additional service centers later in 2006 and may possibly open another five to seven depending on real estate availability.

“Our revenue growth for the first quarter – the eighth consecutive quarter of growth in excess of 20% - was primarily the result of 20.6% growth in LTL tons shipped in a relatively stable pricing environment. Our tonnage growth consisted of an 11.5% increase in LTL shipments for the quarter and an 8.1% increase in LTL weight per LTL shipment. We attribute much of our growth in revenue and tonnage to our success in providing both regional and inter-regional services through one company to our expanding customer base.

-MORE-

500 Old Dominion Way • Thomasville, North Carolina 27360 • (336) 889-5000

www.odfl.com

ODFL Reports First-Quarter Earnings

Page 2

April 27, 2006

“Because over 90% of our growth in revenue for the first quarter was generated within our existing service center network, we continued to achieve increased operating leverage and enhanced profit margins. We have generated 18 consecutive quarters of improvement in our operating ratio and growth in net income in excess of 30%, both on a comparable quarter basis.”

Based on the Company’s operating and financial results for the first quarter of 2006, as well as its assessment of current and near-term business conditions, Old Dominion today increased its guidance for 2006 earnings per diluted share to a range of $1.76 to $1.84. In addition, the Company today established its earnings guidance for the second quarter of 2006 in a range of $0.43 to $0.46, compared with $0.37 earned for the second quarter of 2005.

Mr. Congdon concluded, “Old Dominion’s first-quarter results continued our long-term record of expanding at a rate significantly higher than the overall trucking industry. They also support our ability to achieve our objective of at least 20% revenue growth for 2006 and over $2 billion in revenue for 2010. Our combination of differentiated products, high quality service, non-union workforce, experienced management team and solid financial position gives us great confidence in achieving these targets.”

Old Dominion will hold a conference call to discuss this release today at 11:00 a.m. Eastern time. Investors will have the opportunity to listen to the conference call live over the Internet by going to www.odfl.com or by going to www.InvestorCalendar.com at least 15 minutes early to register, download, and install any necessary audio software. For those who cannot listen to the live broadcast, a replay will be available at these Web sites shortly after the call through May 27, 2006. A telephonic replay will also be available through May 4, 2006, at 719-457-0820, Confirmation Number 9989840.

Forward-looking statements in this news release are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Investors are cautioned 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; (2) the negative impact of any unionization of the Company’s employees; (3) the challenges associated with executing the Company’s growth strategy; (4) various economic factors such as economic recessions and downturns in customers’ business cycles and shipping requirements; (5) the availability and cost of fuel; (6) difficulty in attracting or retaining qualified drivers; (7) the Company’s exposure to claims related to cargo loss and damage, property damage, personal injury, workers’ compensation, long-term disability and group health and the cost of insurance coverage above retention levels; (8) the Company’s significant ongoing cash requirements; (9) the availability and cost of new equipment; (10) the costs of compliance with, or liability for, violation of existing or future governmental regulation; (11) seasonal trends in the industry, including the possibility of harsh weather conditions; (12) the Company’s dependence on key employees; (13) changes in the Company’s goals and strategies, which are subject to change at any time at the discretion of the Company; and (14) other risks and uncertainties indicated from time to time in the Company’s filings with the Securities and Exchange Commission.

Old Dominion Freight Line, Inc. is a less-than-truckload multi-regional motor carrier providing one-to-five day service among five regions in the United States and next-day and second-day service within these regions. Through its four product groups, OD-Domestic, OD-Expedited, OD-Global and OD-Technology, the Company offers an array of innovative products and services that provide direct service to 47 states within the Southeast, South Central, Northeast, Midwest and West regions of the country,

-MORE-

ODFL Reports First-Quarter Earnings

Page 3

April 27, 2006

including 37 states within which it provides full-state coverage. In addition, through marketing and carrier relationships, Old Dominion provides service to and from the remaining states as well as international services around the globe.

OLD DOMINION FREIGHT LINE, INC.

Financial Highlights

(In thousands, except per share amounts)

	Three Months Ended March 31,						% Chg.
	2006			2005
Revenue from operations	$	291,631		$	236,770		23.2	%
Operating income	$	23,582		$	17,236		36.8	%
Operating ratio		91.9	%		92.7	%
Net income	$	13,020		$	9,343		39.4	%
Basic earnings per share	$	0.35		$	0.25		40.0	%
Diluted earnings per share	$	0.35		$	0.25		40.0	%
Weighted average shares outstanding
Basic		37,285			37,268		0.0	%
Diluted		37,285			37,283		0.0	%

-MORE-

ODFL Reports First-Quarter Earnings

Page 4

April 27, 2006

OLD DOMINION FREIGHT LINE, INC.

Statements of Operations

(In thousands, except per share amounts)

	First Quarter
	2006				2005				%Chg.
Revenue	$	291,631	100.0	%	$	236,770	100.0	%	23.2	%
Operating expenses:
Salaries, wages & benefits		160,058	54.9	%		134,244	56.7	%	19.2	%
Operating supplies & expenses		45,554	15.6	%		33,092	14.0	%	37.7	%
General supplies & expenses		9,310	3.2	%		7,648	3.2	%	21.7	%
Operating taxes & licenses		11,035	3.8	%		9,007	3.8	%	22.5	%
Insurance & claims		8,484	2.9	%		7,855	3.3	%	8.0	%
Communications & utilities		3,802	1.3	%		3,214	1.4	%	18.3	%
Depreciation & amortization		15,537	5.3	%		12,335	5.2	%	26.0	%
Purchased transportation		10,006	3.4	%		8,803	3.7	%	13.7	%
Building and office equipment rents		2,770	1.0	%		2,097	0.9	%	32.1	%
Miscellaneous expenses, net		1,493	0.5	%		1,239	0.5	%	20.5	%
Total operating expenses		268,049	91.9	%		219,534	92.7	%	22.1	%
Operating income		23,582	8.1	%		17,236	7.3	%	36.8	%
Other deductions:
Interest expense, net		1,611	0.5	%		1,433	0.6	%	12.4	%
Other expense, net		271	0.1	%		153	0.1	%	77.1	%
Income before income taxes		21,700	7.5	%		15,650	6.6	%	38.7	%
Provision for income taxes		8,680	3.0	%		6,307	2.7	%	37.6	%
Net income	$	13,020	4.5	%	$	9,343	3.9	%	39.4	%
Earnings per share:
Basic	$	0.35			$	0.25			40.0	%
Diluted	$	0.35			$	0.25			40.0	%
Weighted average outstanding shares:
Basic		37,285				37,268			0.0	%
Diluted		37,285				37,283			0.0	%

-MORE-

ODFL Reports First-Quarter Earnings

Page 5

April 27, 2006

OLD DOMINION FREIGHT LINE, INC.

	First Quarter
Operating Statistics	2006			2005			% Chg.
( * In thousands)
Operating ratio		91.9	%		92.7	%	(0.9	)%
Intercity miles *		68,630			61,529		11.5	%
LTL tons *		873			724		20.6	%
Total tons *		1,156			970		19.2	%
LTL shipments *		1,511			1,355		11.5	%
Total shipments *		1,544			1,383		11.6	%
Percent LTL revenue		90.8	%		91.0	%	(0.2	)%
Revenue per intercity mile	$	4.25		$	3.85		10.4	%
LTL rev/LTL cwt	$	15.16		$	14.88		1.9	%
LTL rev/LTL cwt less FSC	$	13.50		$	13.68		(1.3	)%
LTL rev/LTL shp	$	175.14		$	159.07		10.1	%
LTL rev/LTL shp less FSC	$	156.01		$	146.25		6.7	%
LTL weight per LTL shipment (lbs.)		1,156			1,069		8.1	%
Average length of haul (miles)		937			936		0.1	%

Balance Sheets	March 31, 2006		December 31, 2005
(In thousands)
Current assets	$	164,202	$	150,213
Net property and equipment		517,642		466,071
Other assets		27,876		25,364
Total assets	$	709,720	$	641,648
Current maturities of long-term debt	$	17,116	$	17,930
Other current liabilities		121,021		93,098
Total current liabilities		138,137		111,028
Long-term debt		135,882		111,026
Other non-current liabilities		77,630		74,543
Total liabilities		351,649		296,597
Equity		358,071		345,051
Total liabilities & equity	$	709,720	$	641,648

Notes: Financial and operating data are unaudited

LTL is less than 10,000 lbs.

-END-