Annual Report of Employee Stock Plans (11-k)

Date : 06/21/2019 @ 7:05PM
Source : Edgar (US Regulatory)
Stock : Old Dominion Freight Line Inc (ODFL)
Quote : 173.06  1.82 (1.06%) @ 10:59PM

Annual Report of Employee Stock Plans (11-k)

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 11-K

 

FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE,

SAVINGS AND SIMILAR PLANS PURSUANT TO SECTION 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

(Mark One)

 

 

 

ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2018

or

 

 

 

TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from              to              .

Commission File Number: 0-19582

 

 

 

A.

Full title of the plan and the address of the plan, if different from that of the issuer named below:

OLD DOMINION 401(k) RETIREMENT PLAN

 

 

B.

Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:

Old Dominion Freight Line, Inc.

500 Old Dominion Way

Thomasville, NC 27360

 

 

 

 


 

INDEX

 

 

Note: Other schedules required by the Department of Labor’s (“DOL”) Rules and Regulations For Reporting and Disclosure under the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), have been omitted because they are not applicable.

 

 


 

Report of Independent Registered Public Accounting Firm

The Plan Administrator and Plan Participants

Old Dominion 401(k) Retirement Plan

Thomasville, North Carolina

Opinion on the Financial Statements

We have audited the accompanying statements of net assets available for benefits of the Old Dominion 401(k) Retirement Plan (the “Plan”) as of December 31, 2018 and 2017, and the related statement of changes in net assets available for benefits for the year ended December 31, 2018, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2018 and 2017 and the changes in net assets available for plan benefits for the year ended December 31, 2018, in conformity with U.S. generally accepted accounting principles.

Basis for Opinion

These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on the Plan's financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Plan in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Plan is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Plan's internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Supplementary Information

The supplemental information in the accompanying schedules on pages 9 - 11 as of and for the year ended December 31, 2018, have been subjected to audit procedures performed in conjunction with the audits of the Plan’s financial statements. The supplemental information is the responsibility of the Plan's management. Our audit procedures included determining whether the supplemental information reconciles to the financial statements or the underlying accounting and other records, as applicable and performing procedures to test the completeness and accuracy of the information presented in the supplemental information. In forming our opinion on the supplemental information in the accompanying schedules, we evaluated whether the supplemental information, including its form and content, is presented in conformity with the DOL’s Rules and Regulations for Reporting and Disclosure under ERISA. In our opinion, the supplemental information in the accompanying schedules is fairly stated in all material respects in relation to the financial statements as a whole.

/s/ Dixon Hughes Goodman LLP

We have not been able to determine the specific year we began serving consecutively as the auditor of the Plan’s financial statements; however, we are aware that we have been the Plan’s auditor consecutively since at least 1996.    

Charlotte, North Carolina

June 21, 2019

1


 

OLD DOMINION 401(k) RETIREMENT PLAN

STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS

 

 

 

December 31,

 

 

 

2018

 

 

2017

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash

 

$

432,076

 

 

$

 

Investments, at fair value:

 

 

 

 

 

 

 

 

Mutual funds

 

 

   522,758,829

 

 

 

524,403,410

 

Old Dominion Freight Line, Inc. common stock

 

 

   193,993,215

 

 

 

207,214,579

 

Self-directed brokerage accounts

 

 

4,478,277

 

 

 

4,767,426

 

Total investments, at fair value

 

 

721,230,321

 

 

 

736,385,415

 

 

 

 

 

 

 

 

 

 

Investment in insurance contract, at contract value

 

 

113,920,252

 

 

 

101,301,343

 

 

 

 

 

 

 

 

 

 

Total investments

 

 

835,582,649

 

 

 

837,686,758

 

 

 

 

 

 

 

 

 

 

Receivables:

 

 

 

 

 

 

 

 

Participant contributions

 

 

1,613,309

 

 

 

1,323,755

 

Employer contributions

 

 

43,999,891

 

 

 

22,598,359

 

Notes receivable from participants

 

 

70,784,038

 

 

 

57,507,086

 

Total receivables

 

 

116,397,238

 

 

 

81,429,200

 

 

 

 

 

 

 

 

 

 

NET ASSETS AVAILABLE FOR BENEFITS

 

$

951,979,887

 

 

$

919,115,958

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The accompanying notes are an integral part of these financial statements.

2


 

OLD DOMINION 401(k) RETIREMENT PLAN

STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS

 

 

 

Year ended

 

 

 

December 31,

2018

 

ADDITIONS TO NET ASSETS ATTRIBUTED TO:

 

 

 

 

 

 

 

 

 

Interest and dividend income

 

$

32,734,089

 

Interest income on notes receivable from participants

 

 

3,739,928

 

Contributions:

 

 

 

 

Participant contributions

 

 

78,497,585

 

Employer contributions

 

 

59,939,587

 

Rollover contributions

 

 

17,021,947

 

Total contributions

 

 

155,459,119

 

 

 

 

 

 

Total additions

 

 

191,933,136

 

 

 

 

 

 

DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO:

 

 

 

 

 

 

 

 

 

Net depreciation in fair value of investments

 

 

89,499,327

 

Benefits paid to participants

 

 

68,702,202

 

Administrative fees

 

 

867,678

 

Total deductions

 

 

159,069,207

 

 

 

 

 

 

Net increase

 

 

32,863,929

 

 

 

 

 

 

NET ASSETS AVAILABLE FOR BENEFITS:

 

 

 

 

 

 

 

 

 

Beginning of year

 

 

919,115,958

 

End of year

 

$

951,979,887

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The accompanying notes are an integral part of these financial statements.

3


 

OLD DOMINION 401(k) RETIREMENT PLAN

NOTES TO FINANCIAL STATEMENTS

NOTE 1. DESCRIPTION OF PLAN

The following description of the Old Dominion 401(k) Retirement Plan (the “Plan”) provides only general information. Participants should refer to the Plan document for a more complete description of the Plan’s provisions.

General

The Plan is a defined contribution plan covering all eligible employees of Old Dominion Freight Line, Inc. (the “Company”) who have completed one month of service and are age 18 or older. The Old Dominion Retirement Committee manages the operation and administration of the Plan. Great-West Trust Company, LLC serves as the trustee of the Plan, and Great-West Financial Retirement Plan Services, LLC (d/b/a Empower Financial) serves as the recordkeeper of the Plan. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”).

Contributions

Each year, participants may contribute from 1% to 60% of pre-tax annual compensation, as defined in the Plan document, subject to certain limitations set forth in the Internal Revenue Code of 1986, as amended (“IRC”). Participants who have attained age 50 before the end of the Plan year and have contributed the maximum allowable pre-tax contribution are also eligible to make catch-up contributions up to a maximum of $6,000 for 2018. Participants may also contribute amounts representing distributions from individual retirement accounts or other qualified defined benefit or defined contribution plans.

The Company contributes 30% of the first 6% of compensation that a participant contributes to the Plan. Additional employer contributions may be made at the Company's discretion. Eligible Plan participants who (i) have completed 1,000 hours of service and (ii) were actively employed or were deceased, retired or permanently disabled on the last day of the Plan year are eligible to share in any Company discretionary contributions for the year. For the year ended December 31, 2018, the Company awarded an additional $43,647,025 as an aggregate discretionary contribution.

Investment Options

Participants may direct the investment of their contributions into various investment options offered by the Plan. The Plan currently offers various mutual funds, an insurance contract, and Company common stock as investment options for participants. In addition, participants generally have the option of utilizing a self-directed brokerage account, through which participants are able to invest in a variety of securities, including mutual funds, equities, the Company's common stock or certain fixed-income securities, in accordance with the Plan document.

Participant Accounts

Each participant’s account is credited with the participant’s contributions and allocations of (a) the Company’s contributions and (b) Plan earnings (losses). In addition, each participant’s account may be charged with benefit payments, transaction fees and allocations of administrative expenses. Allocations are based on participants’ compensation or account balances, as defined in the Plan document. The benefit to which a participant is entitled is the benefit that can be provided from the participant’s vested account.

Vesting

Participants are vested immediately in their contributions plus actual earnings thereon. Vesting in the Company’s contribution portion of the participants’ accounts plus actual earnings thereon is based on years of continuous service based on the following schedule:  

 

Years of Service

 

Vested Percentage

 

Less than 2

 

0%

 

2

 

20%

 

3

 

40%

 

4

 

60%

 

5

 

80%

 

6

 

100%

 

 

 

4


 

Notes Receivable from Participants

Participants may borrow from their vested fund accounts a minimum of $500 up to a maximum equal to the lesser of $50,000 or 50% of their vested account balance. The loans are secured by the balance in the participant’s account and bear interest at the rate of prime, as published by the Wall Street Journal on the last business day of the month immediately preceding the month in which the loan is issued, plus 2%, which is commensurate with local prevailing rates as determined by the Plan administrator. Principal and interest are paid ratably through payroll deductions.

Payment of Benefits

On termination of service due to death, disability or retirement at age 65, a participant may elect to receive an amount equal to the vested value of his or her account in installment payments or a lump sum. For termination of service for other reasons, a participant may receive the vested value of his or her account as a lump-sum distribution or may elect, subject to minimum balances as defined by the Plan document, to leave the vested portion of the account with the Plan. In addition, amounts contributed may be withdrawn upon demonstration of financial hardship or after a participant reaches the age of 59.5 years.

Forfeited Accounts

At December 31, 2018 and 2017, forfeited non-vested accounts totaled $871,531 and $794,053, respectively. These accounts may be used to pay Plan expenses or reduce future Company contributions. Forfeitures for the year ended December 31, 2018 totaled $1,013,918. Forfeitures used to reduce Company contributions during the year ended December 31, 2018 totaled $936,440.

NOTE 2. SIGNIFICANT ACCOUNTING POLICIES

Basis of Accounting

The financial statements of the Plan are prepared using the accrual method of accounting in conformity with U.S. generally accepted accounting principles (“GAAP”).

Estimates

The preparation of financial statements in conformity with GAAP requires the Plan's management to make estimates and assumptions that affect certain reported amounts of assets, liabilities and changes therein, and disclosures. Actual results may differ from those estimates.

Investment Valuation and Income Recognition

The Plan’s investments are stated at fair value, except for fully benefit-responsive investment contracts, which are reported at contract value. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The Plan's management utilizes information provided by the trustee to determine the valuation of the Plan's investments. See the “Fair Value Measurements” disclosure in Note 3 for a discussion of fair value measurements.

The Plan's insurance contract investment is a fully benefit-responsive investment contract which is reported at contract value. Because contract value is the amount participants normally would receive if they were to initiate permitted transactions under the terms of the Plan, it is the relevant measure for the portion of the net assets available for benefits of a defined contribution plan attributable to fully benefit-responsive investment contracts.

Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded on an accrual basis. Dividends are recorded on the ex-dividend date. Net appreciation (depreciation) includes the Plan’s gains and losses on investments bought and sold, as well as held during the year.

Notes Receivable from Participants

Notes receivable from participants are measured at their unpaid principal balance plus any accrued but unpaid interest. Delinquent participant loans are reclassified as distributions based upon the terms of the Plan.

 

5


 

 

 

Payment of Benefits

Benefits paid to participants are recorded upon distribution.

Administrative Expenses

Administrative expenses of the Plan are paid by either the Plan or the Company, as provided in the Plan document. Certain administrative functions are performed by the employees of the Company. No such employee receives compensation from the Plan. Expenses relating to specific participant transactions, such as participant loans and distributions, are charged directly to the participant’s account.

NOTE 3. FAIR VALUE MEASUREMENTS

GAAP defines fair value and establishes a framework for measuring fair value. That framework provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of inputs are described as follows:

 

 

 

Level 1:

Unadjusted quoted prices for identical assets or liabilities in active markets that the Plan has the ability to access;

 

Level 2:

Quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in inactive markets; inputs other than quoted prices that are observable; and inputs that are derived from or corroborated by observable market data by correlation or other means.

If the asset or liability has a specified (contractual) term, the Level 2 input must be observable for substantially the full term of the asset or liability; and

 

Level 3:

Unobservable inputs used to the extent that observable inputs are unavailable, which typically reflect the Plan’s assumptions of the assumptions that would be used by market participants in pricing the asset or liability.

The asset’s or liability’s fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques that are used need to maximize the use of observable inputs and minimize the use of unobservable inputs. The Plan’s assessment of the significance of a particular input to the fair value measurement requires judgment, and may affect the valuation of fair value assets and liabilities and their placement within the fair value hierarchy levels.

A description of the valuation methodologies used for assets measured at fair value for December 31, 2018 and 2017 is presented below.

Mutual Funds

Mutual funds are public investment vehicles valued using the net asset value ("NAV") provided by the administrator of the fund. The NAV is based on the value of the underlying assets owned by the fund, minus its liabilities, and then divided by the number of shares outstanding. The NAV is a quoted price in an active market and classified within Level 1 of the valuation hierarchy.

Old Dominion Freight Line, Inc. Common Stock

Common stock is valued at the closing price reported on the active market on which the individual security is traded and is classified within Level 1 of the valuation hierarchy.

 

Self-directed Brokerage Accounts

Self-directed brokerage accounts may include mutual funds, equities, the Company's common stock or certain fixed-income securities. These investments are valued by the administrator of the fund based on quoted market prices and are classified within Level 1 of the valuation hierarchy.

6


 

There were no changes made in the valuation methodologies used to determine the fair value of financial assets during the year ended December 31, 2018 . Financial assets measured at fair value on a recurring basis are listed be low and are categorized by level of the fair value hierarchy:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fair Value at

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31,

 

Financial Assets:

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

2018

 

Mutual funds

 

$

522,758,829

 

 

$

 

 

$

 

 

$

522,758,829

 

Old Dominion Freight Line, Inc. common stock

 

 

193,993,215

 

 

 

 

 

 

 

 

 

193,993,215

 

Self-directed brokerage accounts

 

 

4,478,277

 

 

 

 

 

 

 

 

 

4,478,277

 

Total investments at fair value

 

$

721,230,321

 

 

$

 

 

$

 

 

$

721,230,321

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fair Value at

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31,

 

Financial Assets:

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

2017

 

Mutual funds

 

$

524,403,410

 

 

$

 

 

$

 

 

$

524,403,410

 

Old Dominion Freight Line, Inc. common stock

 

 

207,214,579

 

 

 

 

 

 

 

 

 

207,214,579

 

Self-directed brokerage accounts

 

 

4,767,426

 

 

 

 

 

 

 

 

 

4,767,426

 

Total investments at fair value

 

$

736,385,415

 

 

$

 

 

$

 

 

$

736,385,415

 

 

The preceding methods described may produce a fair value calculation that may not be indicative of net realizable value or reflective of future values. Furthermore, although the Plan believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date.

NOTE 4. INVESTMENT IN INSURANCE FUND

As of December 31, 2018 and 2017, the Plan held a fully benefit-responsive group annuity contract with Great-West Life & Annuity Insurance Company. The Great-West Select Guaranteed Fund is a group annuity contract and is a general account product of Great-West Life & Annuity Insurance Company. The methodology for calculating the interest crediting rate is based on the earnings of the underlying assets in the entire medium-long term new portfolio compared to the minimum interest crediting rate, and prevailing market conditions. The interest crediting rate is reset quarterly. As described in Note 2, contract value is the relevant measurement attribute for this fund.

Certain events limit the ability of the Plan to transact at contract value with Great-West Life & Annuity Insurance Company. Such events include premature termination of the contracts by the Plan, layoffs, plan termination, bankruptcy, mergers and early retirement incentives. The Plan does not believe that any events which would limit the Plan's ability to transact at contract value with participants are probable. There are no reserves against contract value for credit risk of Great-West Life & Annuity Insurance Company or otherwise.

 

The average yield earned by the Plan of 2.15% is derived by averaging the quarterly gross interest rates for the fund over the year. The actual average yield earned by the Plan of 2.15% is derived by averaging the Plan’s quarterly interest rates.

NOTE 5. EXEMPT PARTY-IN-INTEREST TRANSACTIONS

Plan investments include shares of the Company's common stock. Transactions in the Company's common stock qualify as exempt party-in-interest transactions. The Company's common stock reported on the Statements of Net Assets Available for Benefits was $193,993,215 and $207,214,579 at December 31, 2018 and 2017, respectively, which represented 1,570,922 and 1,575,177 shares, respectively.

The Plan’s recordkeeper, trustee and their subsidiaries, as well as the Company and Plan participants, are each a “party-in-interest” to the Plan as defined by ERISA. Fees charged to the Plan for investment management services are reflected as a reduction of the return on each fund or included in administrative fees. Participants are also charged for certain transactions, such as the processing of a loan or a distribution. Each of these transactions qualify as exempt party-in-interest transactions under ERISA.

7


 

NOTE 6. FEDERAL INCOME TAX STATUS

The Plan is a prototype non-standardized profit sharing plan with a cash or deferred arrangement. The Plan has not obtained a determination letter from the Internal Revenue Service (“IRS”), as it relies on the IRS approval of the prototype plan being utilized. The IRS has determined and informed the prototype plan sponsor by an opinion letter dated March 31, 2014 that the prototype plan was designed in accordance with applicable sections of the IRC. The Plan administrator believes the Plan is currently designed and being operated in compliance with the applicable requirements of the IRC. Therefore, the Plan administrator believes the Plan was qualified and the related trust was tax-exempt as of December 31, 2018.

GAAP requires the Plan's management to evaluate tax positions taken by the Plan and recognize a tax liability (or asset) if the Plan has taken an uncertain position that more likely than not would not be sustained upon examination by the IRS. The Plan administrator has analyzed the tax positions taken by the Plan, and has concluded that as of December 31, 2018, there are no uncertain positions taken or expected to be taken that would require recognition of a liability, asset or disclosure in the financial statements. The Plan is subject to routine audits by taxing jurisdictions; however, there are currently no audits for any tax periods in progress.

NOTE 7. RISKS AND UNCERTAINTIES

The Plan invests in various investment securities. Investment securities, in general, are exposed to various risks, such as interest rate, market and credit risks. Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect participants’ account balances and the amounts reported in the Statements of Net Assets Available for Benefits.

NOTE 8. PLAN TERMINATION

Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. In the event of Plan termination, participants would be 100% vested in Company contributions.

NOTE 9. RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500

The following is a reconciliation of net assets available for benefits per the accompanying financial statements to the IRS Form 5500 Annual Return/Report of Employee Benefit Plans at December 31, 2018 and 2017:

 

 

 

December 31,

 

 

 

2018

 

 

2017

 

Net assets per financial statements

 

$

951,979,887

 

 

$

919,115,958

 

Deemed defaulted loans

 

 

(2,205,435

)

 

 

(1,770,142

)

Net assets available for benefits per the Form 5500

 

$

949,774,452

 

 

$

917,345,816

 

 

The following is a reconciliation of the increase in net assets per the financial statements to the Form 5500 for the year ended December 31, 2018:

 

Increase in net assets per the financial statements

$

32,863,929

 

Current year deemed defaulted loans

 

(748,846

)

Interest on deemed defaulted loans

 

(99,551

)

Prior year deemed defaulted loans – paid through termination

 

413,104

 

Increase in net assets per the Form 5500

$

32,428,636

 

 

NOTE 10. SUBSEQUENT EVENTS

The Plan administrator has evaluated all events subsequent to December 31, 2018, through the date the Plan’s financial statements were filed with the Securities and Exchange Commission. The Plan administrator has determined none of these events were required to be recognized or disclosed based on this evaluation.

 

 

 

 

 

8


 

OLD DOMINION 401(k) RETIREMENT PLAN

SCHEDULE H, LINE 4a – SCHEDULE OF DELINQUENT PARTICIPANT CONTRIBUTIONS

EIN: 56-0751714

PLAN NUMBER 002

December 31, 2018

 

Total That Constitute Nonexempt Prohibited Transactions

 

Total Fully Corrected under VFCP and PTE 2002-51

Participant Contributions Transferred Late to the Plan

Contributions Not Corrected

 

Contributions Corrected Outside VFCP

 

Contributions Pending Correction in VFCP

 

Check here if late participant loan contributions are included

$

 

 

$

 

 

$

 

 

$

22,611.92

 

 

9


 

OLD DOMINION 401(k) RETIREMENT PLAN

SCHEDULE H, LINE 4i – SCHEDULE OF ASSETS (HELD AT END OF YEAR)

EIN: 56-0751714

PLAN NUMBER 002

December 31, 2018

 

(a)

 

(b) Identity of Issue, Borrower,

Lessor or Similar Party

 

(c) Description of Investment Including

Maturity Date, Rate of Interest, Collateral,

Par, or Maturity Value

 

(d) Cost **

 

(e) Current Value

 

*

 

Great-West

 

Select Guaranteed Fund

 

 

 

$

113,920,252

 

 

 

Metropolitan West

 

Total Return Bond Fund

 

 

 

 

23,154,442

 

 

 

JP Morgan

 

Smart Retirement Income Fund R5

 

 

 

 

8,631,563

 

 

 

JP Morgan

 

Smart Retirement - 2020 Fund R5

 

 

 

 

14,865,240

 

 

 

JP Morgan

 

Smart Retirement - 2025 Fund R5

 

 

 

 

24,720,714

 

 

 

JP Morgan

 

Smart Retirement - 2030 Fund R5

 

 

 

 

27,279,454

 

 

 

JP Morgan

 

Smart Retirement - 2035 Fund R5

 

 

 

 

24,700,276

 

 

 

JP Morgan

 

Smart Retirement - 2040 Fund R5

 

 

 

 

17,193,550

 

 

 

JP Morgan

 

Smart Retirement - 2045 Fund R5

 

 

 

 

14,563,734

 

 

 

JP Morgan

 

Smart Retirement - 2050 Fund R5

 

 

 

 

13,638,391

 

 

 

JP Morgan

 

Smart Retirement - 2055 Fund R5

 

 

 

 

9,185,330

 

 

 

American Century

 

Value Fund R6

 

 

 

 

19,721,590

 

 

 

JP Morgan

 

US Large Cap Core Plus Fund - Select

 

 

 

 

22,909,760

 

 

 

PGIM Jennison

 

Growth - Z

 

 

 

 

40,973,792

 

 

 

Vanguard

 

Institutional Index Fund

 

 

 

 

88,302,767

 

 

 

Vanguard

 

Mid Cap Index Fund Institutional

 

 

 

 

45,257,180

 

 

 

Russell

 

US Small Cap Equity - Select

 

 

 

 

18,908,436

 

 

 

American Funds

 

EuroPacific Growth Fund - R5

 

 

 

 

108,752,610

 

 

 

TD Ameritrade

 

Brokerage

 

 

 

 

4,478,277

 

*

 

Old Dominion Freight Line, Inc.

 

Common Stock

 

 

 

 

193,993,215

 

*

 

Participant Loans ***

 

5.25% - 11.5%, maturing through December 2028

 

 

 

 

68,578,603

 

 

 

 

 

 

 

 

 

$

903,729,176

 

 

 

 

*

Indicates party-in-interest, as defined by ERISA.

**

Cost information omitted for these participant-directed investments.

***

The accompanying financial statements classify participant loans as notes receivable from participants.

10


 

OLD DOMINION 401(k) RETIREMENT PLAN

SCHEDULE H, LINE 4j – SCHEDULE OF REPORTABLE TRANSACTIONS

EIN: 56-0751714

PLAN NUMBER 002

For the Year Ended December 31, 2018

 

(a) Identity of

Party Involved

 

(b) Description

of Investment

Including

Maturity Date,

Rate of Interest,

Collateral, Par,

or Maturity

Value

 

(c) Purchase

Price

 

 

(d) Selling

Price

 

 

(g)* Cost of

Asset

 

 

(h) Current

Value of Asset

on Transaction

Date

 

 

(i) Net Gain

or (Loss)

 

Category (i)** - Single Transactions in Excess of Five Percent of Total Plan Assets:

 

Vanguard

 

500 Index Admiral Fund

 

$

 

 

$

84,821,176

 

 

$

83,858,938

 

 

$

84,821,176

 

 

$

962,238

 

Vanguard

 

Institutional Index Fund

 

 

84,801,138

 

 

 

 

 

 

84,801,138

 

 

 

84,801,138

 

 

 

 

Category (iii)** - Series of Transactions in Excess of Five Percent of Total Plan Assets:

 

Vanguard

 

500 Index Admiral Fund

 

$

 

 

$

88,655,447

 

 

$

87,490,766

 

 

$

88,655,447

 

 

$

1,164,681

 

Vanguard

 

Institutional Index Fund

 

 

105,151,634

 

 

 

 

 

 

105,151,634

 

 

 

105,151,634

 

 

 

 

 

 

 

 

*

Columns (e) and (f) are not applicable.

**

There were no category (ii) or (iv) transactions reportable for the year.

11


 

EXHIBIT INDEX

TO ANNUAL REPORT ON FORM 11-K

 

 

 

 

 

Exhibit No.

 

Description

23.1

 

Consent of Independent Registered Public Accounting Firm

 

12


 

SIGNA TURES

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

 

 

 

 

Old Dominion 401(k) Retirement Plan

 

 

 

                      (Name of Plan)

 

 

 

 

Date:

June 21, 2019

 

/s/ Christopher T. Brooks

 

 

 

Christopher T. Brooks

 

 

 

Chairman, Old Dominion Retirement Committee

 

13

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