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, 2019

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

 

 

 

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

1

 

 

FINANCIAL STATEMENTS:

 

 

 

Statements of Net Assets Available for Benefits - December 31, 2019 and 2018

2

 

 

Statement of Changes in Net Assets Available for Benefits for the Year Ended December 31, 2019

3

 

 

Notes to Financial Statements

4

 

 

SUPPLEMENTAL SCHEDULES:

 

 

 

 

 

Schedule H, Line 4i-Schedule of Assets (Held at End of Year) - December 31, 2019

9

 

 

Schedule H, Line 4j-Schedule of Reportable Transactions for the Year Ended December 31, 2019

10

 

 

EXHIBIT INDEX

11

 

 

SIGNATURES

12

 

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, 2019 and 2018, and the related statement of changes in net assets available for benefits for the year ended December 31, 2019, 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, 2019 and 2018 and the changes in net assets available for plan benefits for the year ended December 31, 2019, 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 - 10 as of and for the year ended December 31, 2019 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 23, 2020

1


OLD DOMINION 401(k) RETIREMENT PLAN

STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS

 

 

 

December 31,

 

 

 

2019

 

 

2018

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash

 

$

 

 

$

432,076

 

Investments, at fair value:

 

 

 

 

 

 

 

 

Mutual funds

 

 

744,286,511

 

 

 

522,758,829

 

Old Dominion Freight Line, Inc. common stock

 

 

271,370,697

 

 

 

193,993,215

 

Self-directed brokerage accounts

 

 

5,508,256

 

 

 

4,478,277

 

Total investments, at fair value

 

 

1,021,165,464

 

 

 

721,230,321

 

 

 

 

 

 

 

 

 

 

Investment in insurance contract, at contract value

 

 

142,656,292

 

 

 

113,920,252

 

 

 

 

 

 

 

 

 

 

Total investments

 

 

1,163,821,756

 

 

 

835,582,649

 

 

 

 

 

 

 

 

 

 

Receivables:

 

 

 

 

 

 

 

 

Participant contributions

 

 

1,210

 

 

 

1,613,309

 

Employer contributions

 

 

42,852,206

 

 

 

43,999,891

 

Notes receivable from participants

 

 

61,182,042

 

 

 

70,784,038

 

Total receivables

 

 

104,035,458

 

 

 

116,397,238

 

 

 

 

 

 

 

 

 

 

NET ASSETS AVAILABLE FOR BENEFITS

 

$

1,267,857,214

 

 

$

951,979,887

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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,

2019

 

ADDITIONS TO NET ASSETS ATTRIBUTED TO:

 

 

 

 

 

 

 

 

 

Investment income:

 

 

 

 

Net appreciation in fair value of investments

 

$

198,331,314

 

Interest and dividend income

 

 

51,360,260

 

Total investment income

 

 

249,691,574

 

Interest income on notes receivable from participants

 

 

4,133,846

 

Contributions:

 

 

 

 

Participant contributions

 

 

84,069,223

 

Employer contributions

 

 

60,281,255

 

Rollover contributions

 

 

7,787,474

 

Total contributions

 

 

152,137,952

 

 

 

 

 

 

Total additions

 

 

405,963,372

 

 

 

 

 

 

DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO:

 

 

 

 

 

 

 

 

 

Benefits paid to participants

 

 

88,741,190

 

Administrative fees

 

 

1,344,855

 

Total deductions

 

 

90,086,045

 

 

 

 

 

 

Net increase

 

 

315,877,327

 

 

 

 

 

 

NET ASSETS AVAILABLE FOR BENEFITS:

 

 

 

 

 

 

 

 

 

Beginning of year

 

 

951,979,887

 

End of year

 

$

1,267,857,214

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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 60 days 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 annual compensation, as defined in the Plan document, as pre-tax and/or Roth after-tax elective deferrals, 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 elective deferral contribution are also eligible to make catch-up contributions up to a maximum of $6,000 for 2019. Participants may also contribute amounts representing distributions from individual retirement accounts or other qualified defined benefit or defined contribution plans. Upon satisfying the Plan’s eligibility criteria, a participant will be automatically enrolled in the Plan to defer 3% of annual compensation on a pre-tax basis unless the participant (i) elects not to defer any annual compensation, or (ii) elects to defer a different percentage of annual compensation.    

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, 2019, the Company awarded an additional $42,851,884 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, 2019 and 2018, forfeited non-vested accounts totaled $1,741,568 and $871,531, respectively. These accounts may be used to pay Plan expenses or reduce future Company contributions. Forfeitures for the year ended December 31, 2019 totaled $1,890,583. Forfeitures used to reduce Company contributions during the year ended December 31, 2019 totaled $1,020,546.

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.

 

Payment of Benefits

 

Benefits paid to participants are recorded upon distribution.

5


 

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.

 

Recent Accounting Pronouncements

 

In August 2018, the Financial Accounting Standards Board issued Accounting Standards Update (“ASU”) 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement. The ASU removes, modifies, and adds certain disclosure requirements to fair value measurements provided by Accounting Standards Codification 820, Fair Value Measurement. ASU 2018-13 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019, with early adoption permitted for any removed or modified disclosures. The Old Dominion Retirement Committee is currently evaluating the impact of the pending adoption of ASU 2018-13 to the financial statements of the Plan.

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, 2019 and 2018 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, 2019. Financial assets measured at fair value on a recurring basis are listed below and are categorized by level of the fair value hierarchy:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fair Value at

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31,

 

Financial Assets:

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

2019

 

Mutual funds

 

$

744,286,511

 

 

$

 

 

$

 

 

$

744,286,511

 

Old Dominion Freight Line, Inc. common stock

 

 

271,370,697

 

 

 

 

 

 

 

 

 

271,370,697

 

Self-directed brokerage accounts

 

 

5,508,256

 

 

 

 

 

 

 

 

 

5,508,256

 

Total investments at fair value

 

$

1,021,165,464

 

 

$

 

 

$

 

 

$

1,021,165,464

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

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, 2019 and 2018, the Plan held a fully benefit-responsive group annuity contract, the Great-West Select Guaranteed Fund, with Great-West Life & Annuity Insurance Company. The Great-West Select Guaranteed Fund 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.

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 $271,370,697 and $193,993,215 at December 31, 2019 and 2018, respectively, which represented 1,429,923 and 1,570,922 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 qualifies as an exempt party-in-interest transaction under ERISA.

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

7


 

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, 2019.

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, 2019, 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 deemed 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, 2019 and 2018:

 

 

 

December 31,

 

 

 

2019

 

 

2018

 

Net assets per financial statements

 

$

1,267,857,214

 

 

$

951,979,887

 

Deemed defaulted loans

 

 

(2,693,569

)

 

 

(2,205,435

)

Net assets available for benefits per the Form 5500

 

$

1,265,163,645

 

 

$

949,774,452

 

 

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, 2019:

 

Increase in net assets per the financial statements

$

315,877,327

 

Current year deemed defaulted loans

 

(689,116

)

Interest on deemed defaulted loans

 

(117,043

)

Prior year deemed defaulted loans – paid through termination

 

318,025

 

Increase in net assets per the Form 5500

$

315,389,193

 

 

NOTE 10. SUBSEQUENT EVENTS

The Plan administrator has evaluated all events subsequent to December 31, 2019, 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, except as set forth below, were required to be recognized or disclosed based on this evaluation.

On March 11, 2020, the novel coronavirus (“COVID-19”) outbreak was declared a pandemic by the World Health Organization. The COVID-19 pandemic has led to significant volatility in financial markets and has affected, and may continue to affect, the market value of Plan assets, including the Company’s common stock. As the COVID-19 pandemic continues to evolve, the full financial impact that may be recognized in subsequent periods cannot be determined at this time.

 

 

 

 

 

8


 

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, 2019

 

(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, contract value

 

 

 

$

142,656,292

 

 

 

Metropolitan West

 

Total Return Bond Fund

 

 

 

 

46,585,514

 

 

 

JP Morgan

 

Smart Retirement Income Fund R5

 

 

 

 

8,933,220

 

 

 

JP Morgan

 

Smart Retirement - 2020 Fund R5

 

 

 

 

18,599,013

 

 

 

JP Morgan

 

Smart Retirement - 2025 Fund R5

 

 

 

 

32,449,367

 

 

 

JP Morgan

 

Smart Retirement - 2030 Fund R5

 

 

 

 

37,522,461

 

 

 

JP Morgan

 

Smart Retirement - 2035 Fund R5

 

 

 

 

35,462,297

 

 

 

JP Morgan

 

Smart Retirement - 2040 Fund R5

 

 

 

 

26,218,531

 

 

 

JP Morgan

 

Smart Retirement - 2045 Fund R5

 

 

 

 

23,409,581

 

 

 

JP Morgan

 

Smart Retirement - 2050 Fund R5

 

 

 

 

22,108,778

 

 

 

JP Morgan

 

Smart Retirement - 2055 Fund R5

 

 

 

 

17,492,507

 

 

 

American Century

 

Value Fund - R6

 

 

 

 

25,048,723

 

 

 

JP Morgan

 

US Large Cap Core Plus Fund - Select

 

 

 

 

29,505,387

 

 

 

PGIM Jennison

 

Growth - Z

 

 

 

 

53,665,189

 

 

 

Vanguard

 

Institutional Index Fund Institutional Plus

 

 

 

 

128,426,539

 

 

 

Vanguard

 

Mid Cap Index Fund Institutional

 

 

 

 

63,813,947

 

 

 

Russell

 

US Small Cap Equity - Select

 

 

 

 

22,666,215

 

 

 

American Funds

 

EuroPacific Growth Fund - R5

 

 

 

 

152,379,242

 

 

 

TD Ameritrade

 

Brokerage

 

 

 

 

5,508,256

 

*

 

Old Dominion Freight Line, Inc.

 

Common Stock

 

 

 

 

271,370,697

 

*

 

Participant Loans ***

 

5.25% - 11.5%, maturing through December 2029

 

 

 

 

58,488,473

 

 

 

 

 

 

 

 

 

$

1,222,310,229

 

 

 

 

*

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.

9


 

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, 2019

 

(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

 

Institutional Index Fund

 

$

 

 

$

112,708,856

 

 

$

100,328,763

 

 

$

112,708,856

 

 

$

12,380,093

 

Vanguard

 

Institutional Index Fund Institutional Plus

 

 

112,694,605

 

 

 

 

 

 

112,694,605

 

 

 

112,694,605

 

 

 

 

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

 

Vanguard

 

Institutional Index Fund

 

$

 

 

$

123,404,200

 

 

$

110,511,310

 

 

$

123,404,200

 

 

$

12,892,890

 

Vanguard

 

Institutional Index Fund Institutional Plus

 

 

130,626,205

 

 

 

 

 

 

130,626,205

 

 

 

130,626,205

 

 

 

 

 

 

 

 

*

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

**

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

10


 

EXHIBIT INDEX

TO ANNUAL REPORT ON FORM 11-K

 

 

 

 

 

Exhibit No.

 

Description

23.1

 

Consent of Independent Registered Public Accounting Firm

 

11


 

SIGNATURES

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 23, 2020

 

/s/ Christopher T. Brooks

 

 

 

Christopher T. Brooks

 

 

 

Chairman, Old Dominion Retirement Committee

 

12

odfl-ex231_6.htm

Exhibit 23.1

 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

We consent to the incorporation by reference in the Registration Statement on Form S-8 (File No. 333-162695) of our report dated June 23, 2020, with respect to the financial statements and supplemental schedules of the Old Dominion 401(k) Retirement Plan included in this Annual Report on Form 11-K for the fiscal year ended December 31, 2019.

/s/ Dixon Hughes Goodman LLP

 

Charlotte, North Carolina

June 23, 2020