ODFL 10-K Annual Report Dec. 31, 2018 | Alphaminr
OLD DOMINION FREIGHT LINE, INC.
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ODFL 10-K Fiscal year ended Dec. 31, 2018

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OLD DOMINION FREIGHT LINE, INC.
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TABLE OF CONTENTS
Part IItem 1. BusinessItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 2. PropertiesItem 3. Legal ProceedingsItem 4. Mine Safety DisclosuresPart IIItem 5. Market For Registrant S Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity SecuritiesItem 6. Selected Financial DataItem 6. SelectedItem 7. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsItem 7. Management S Discussion and Analysis OfItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 8. Financial Statements and Supplementary DataItem 8. Financial StatemenNote 1. Significant Accounting PoliciesNote 2. Long-term DebtNote 3. LeasesNote 4. Income TaxesNote 5. Related Party TransactionsNote 6. Employee Benefit PlansNote 7. Earnings Per ShareNote 8. Share-based CompensationNote 9. Commitments and ContingenciesNote 10. Quarterly Financial Information (unaudited)Item 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9. Changes in and Disagreements with AccoItem 9A. Controls and ProceduresItem 9B. Other InformationItem 9B. OtherPart IIIItem 10. Directors, Executive Officers and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationships and Related Transactions, and Director IndependenceItem 14. Principal Accounting Fees and ServicesPart IVItem 15. Exhibits, Financial Statement SchedulesItem 16. Form 10-k Summary

Exhibits

3.1.1 Amended and Restated Articles of Incorporation of Old Dominion Freight Line, Inc. (as amended July 30, 2004) (Incorporated by reference to the exhibit of the same number contained in the Companys Quarterly Report on Form 10-Q for the quarter ended June 30, 2004, filed on August 6, 2004) 3.1.2 Articles of Amendment of Old Dominion Freight Line, Inc. (Incorporated by reference to the exhibit of the same number contained in the Companys Quarterly Report on Form 10-Q for the quarter ended June 30, 2012, filed on August 9, 2012) 3.2 Amended and Restated Bylaws of Old Dominion Freight Line, Inc. (Incorporated by reference to the exhibit of the same number contained in the Companys Annual Report on Form 10-K for the year ended December 31, 2012, filed on February 28, 2013) 4.1 Specimen certificate of Common Stock (Incorporated by reference to the exhibit of the same number contained in the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2018, filed on August 7, 2018) 4.11 Note Purchase Agreement among Old Dominion Freight Line, Inc. and the Purchasers set forth in Schedule A thereto, dated as of January 3, 2011 (Incorporated by reference to the exhibit of the same number contained in the Companys Current Report on Form 8-K filed on January 6, 2011) 4.13 Amended and Restated Credit Agreement among Wells Fargo Bank, National Association, as Administrative Agent; the Lenders named therein; and Old Dominion Freight Line, Inc., dated December 15, 2015 (Incorporated by reference to the exhibit of the same number contained in the Companys Current Report on Form 8-K filed on December 21, 2015) 4.13.1 First Amendment to Amended and Restated Credit Agreement and Commitment Increase Agreement among Wells Fargo Bank, National Association, as Administrative Agent; the Lenders named therein; and Old Dominion Freight Line, Inc., dated September 9, 2016 (Incorporated by reference to the exhibit of the same number contained in the Companys Current Report on Form 8-K filed on September 12, 2016) 10.17.8* Amended and Restated Employment Agreement between Old Dominion Freight Line, Inc. and David S. Congdon, effective as of June 1, 2008 (Incorporated by reference to the exhibit of the same number contained in the Companys Current Report on Form 8-K, filed on June 3, 2008) 10.17.15* Old Dominion Freight Line, Inc. 2012 Phantom Stock Plan (Incorporated by reference to the exhibit of the same number contained in the Companys Current Report on Form 8-K filed on November 5, 2012) 10.17.16* Form of Old Dominion Freight Line, Inc. 2012 Phantom Stock Plan Phantom Stock Award Agreement (Incorporated by reference to the exhibit of the same number contained in the Companys Current Report on Form 8-K filed on November 5, 2012) 10.17.17* Second Amended and Restated Employment Agreement by and between Old Dominion Freight Line, Inc. and Earl E. Congdon, effective as of November 1, 2012 (Incorporated by reference to the exhibit of the same number contained in the Companys Current Report on Form 8-K filed on November 5, 2012) 10.17.18* First Amendment to Amended and Restated Employment Agreement, effective as of November 1, 2012, by and between Old Dominion Freight Line, Inc. and David S. Congdon (Incorporated by reference to the exhibit of the same number contained in the Companys Annual Report on Form 10-K for the year ended December 31, 2012, filed on February 28, 2013) 10.17.19* First Amendment to Second Amended and Restated Employment Agreement by and between Old Dominion Freight Line, Inc. and Earl E. Congdon, effective as of November 1, 2015 (Incorporated by reference to the exhibit of the same number contained in the Companys Current Report on Form 8-K filed on July 27, 2015) 10.17.20* First Amendment to the Old Dominion Freight Line, Inc. 2012 Phantom Stock Plan (Incorporated by reference to the exhibit of the same number contained in the Companys Quarterly Report on Form 10-Q for the quarter ended March 31, 2015, filed on May 7, 2015) 10.17.21* Second Amendment to Second Amended and Restated Employment Agreement, effective October 20, 2016, by and between Old Dominion Freight Line, Inc. and Earl E. Congdon (Incorporated by reference to the exhibit of the same number contained in the Companys Current Report on Form 8-K filed on October 26, 2016) 10.17.22* Second Amendment to Amended and Restated Employment Agreement, effective October 20, 2016, by and between Old Dominion Freight Line, Inc. and David S. Congdon (Incorporated by reference to the exhibit of the same number contained in the Companys Current Report on Form 8-K filed on October 26, 2016) 10.17.23* Third Amendment to Amended and Restated Employment Agreement, effective May 16, 2018, by and between Old Dominion Freight Line, Inc. and David S. Congdon (Incorporated by reference to the exhibit of the same number contained in the Companys Current Report on Form 8-K/A filed on May 17, 2018) 10.18.4* Form of Old Dominion Freight Line, Inc. Director Phantom Stock Plan Award Agreement (Incorporated by reference to the exhibit of the same number contained in the Companys Quarterly Report on Form 10-Q for the quarter ended June 30, 2008, filed on August 8, 2008) 10.18.7* Old Dominion Freight Line, Inc. Director Phantom Stock Plan, as amended through April 1, 2011 (Incorporated by reference to the exhibit of the same number contained in the Companys Quarterly Report on Form 10-Q for the quarter ended March 31, 2011, filed on May 9, 2011) 10.18.9* 2014 Declaration of Amendment to Old Dominion Freight Line, Inc. Director Phantom Stock Plan, effective February 20, 2014 (Incorporated by reference to the exhibit of the same number contained in the Companys Quarterly Report on Form 10-Q for the quarter ended March 31, 2014, filed on May 6, 2014) 10.18.10* Old Dominion Freight Line, Inc. Non-Executive Director Compensation Structure, effective January 1, 2016 (Incorporated by reference to the exhibit of the same number contained in the Companys Annual Report on Form 10-K for the year ended December 31, 2015, filed on February 29, 2016) 10.18.11* Old Dominion Freight Line, Inc. Non-Employee Director Compensation Structure, effective as of the 2018 Annual Meeting of Shareholders (Incorporated by reference to the exhibit of the same number contained in the Companys Annual Report on Form 10-K for the year ended December 31, 2017, filed on February 27, 2018) 10.19.1* Old Dominion Freight Line, Inc. Phantom Stock Plan, effective as of May 16, 2005 (Incorporated by reference to the exhibit of the same number contained in the Companys Current Report on Form 8-K filed on May 20, 2005) 10.19.3* Form of Old Dominion Freight Line, Inc. Phantom Stock Award Agreement (Incorporated by reference to the exhibit of the same number contained in the Companys Current Report on Form 8-K filed on February 21, 2006) 10.19.4* Old Dominion Freight Line, Inc. Phantom Stock Plan, effective as of January 1, 2009 (Incorporated by reference to the exhibit of the same number contained in the Companys Annual Report on Form 10-K for the year ended December 31, 2008, filed on March 2, 2009) 10.19.5* Old Dominion Freight Line, Inc. Change of Control Severance Plan for Key Executives, effective as of January 1, 2009 (Incorporated by reference to the exhibit of the same number contained in the Companys Annual Report on Form 10-K for the year ended December 31, 2008, filed on March 2, 2009) 10.19.6* Amendment to Old Dominion Freight Line, Inc. Phantom Stock Plan, effective as of May 18, 2009 (Incorporated by reference to Exhibit 10.19.4 contained in the Companys Quarterly Report on Form 10-Q for the quarter ended June 30, 2009, filed on August 7, 2009) 10.19.7* 2011 Declaration of Amendment to Old Dominion Freight Line, Inc. Phantom Stock Plan, effective as of May 17, 2011 (Incorporated by reference to the exhibit of the same number contained in the Companys Quarterly Report on Form 10-Q for the quarter ended September 30, 2011, filed on November 8, 2011) 10.19.8* Old Dominion Freight Line, Inc. Phantom Stock Award Agreement (Incorporated by reference to the exhibit of the same number contained in the Companys Current Report on Form 8-K filed on July 5, 2012) 10.19.9* 2014 Declaration of Second Amendment to Old Dominion Freight Line, Inc. Director Phantom Stock Plan, effective as of August 7, 2014 (Incorporated by reference to the exhibit of the same number contained in the Companys Quarterly Report on Form 10-Q for the quarter ended September 30, 2014, filed on November 5, 2014) 10.19.10* 2015 Declaration of Amendment to the Old Dominion Freight Line, Inc. Phantom Stock Plan (Incorporated by reference to the exhibit of the same number contained in the Companys Quarterly Report on Form 10-Q for the quarter ended March 31, 2015, filed on May 7, 2015) 10.19.11* 2016 Declaration of Amendment to Old Dominion Freight Line, Inc. Director Phantom Stock Plan, effective as of February 25, 2016 (Incorporated by reference to the exhibit of the same number contained in the Companys Annual Report on Form 10-K for the year ended December 31, 2015, filed on February 29, 2016) 10.19.12* Old Dominion Freight Line, Inc. Change of Control Severance Plan for Key Executives (As Amended and Restated Effective October 31, 2018) (Incorporated by reference to the exhibit of the same number contained in the Companys Current Report on Form 8-K filed on November 1, 2018) 10.20.1* 2006 Nonqualified Deferred Compensation Plan of Old Dominion Freight Line, Inc., effective January 1, 2006 (as restated and effective January 1, 2009) (Incorporated by reference to the exhibit of the same number contained in the Companys Annual Report on Form 10-K for the year ended December 31, 2009, filed on March 1, 2010) 10.20.2* Form of Annual Salary and Bonus Deduction Agreement (Incorporated by reference to the exhibit of the same number contained in the Companys Current Report on Form 8-K filed on February 21, 2006) 10.20.3* Second Amendment to 2006 Nonqualified Deferred Compensation Plan of Old Dominion Freight Line, Inc., as amended, effective November 10, 2011 (Incorporated by reference to the exhibit of the same number contained in the Companys Annual Report on Form 10-K for the year ended December 31, 2011, filed on February 29, 2012) 10.20.4* Third Amendment to the 2006 Nonqualified Deferred Compensation Plan of Old Dominion Freight Line, Inc.(Incorporated by reference to the exhibit of the same number contained in the Companys Quarterly Report on Form 10-Q for the quarter ended March 31, 2015, filed on May 7, 2015) 10.21* Old Dominion Freight Line, Inc. Performance Incentive Plan (Incorporated by reference to the exhibit of the same number contained in the Companys Current Report on Form 8-K, filed on June 3, 2008) 10.21.1* Old Dominion Freight Line, Inc. Performance Incentive Plan (As Amended and Restated Through January 30, 2019) 10.23* Old Dominion Freight Line, Inc. 2016 Stock Incentive Plan (Incorporated by reference to Exhibit 99 contained in the Companys Registration Statement on Form S-8 (File No. 333-211464), filed on May 19, 2016) 10.23.1* Form of Old Dominion Freight Line, Inc. 2016 Stock Incentive Plan Restricted Stock Award Agreement (Employees) (Incorporated by reference to the exhibit of the same number contained in the Companys Quarterly Report on Form 10-Q for the quarter ended June 30, 2016, filed on August 8, 2016) 10.23.2* Form of Old Dominion Freight Line, Inc. 2016 Stock Incentive Plan Restricted Stock Award Agreement (Non-Employee Directors) (Incorporated by reference to the exhibit of the same number contained in the Companys Quarterly Report on Form 10-Q for the quarter ended June 30, 2016, filed on August 8, 2016) 10.23.3* Form of Old Dominion Freight Line, Inc. 2016 Stock Incentive Plan Restricted Stock Unit Agreement (Performance-Based) (Employees) 23.1 Consent of Ernst & Young LLP 31.1 Certification Pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 31.2 Certification Pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 32.1 Certification Pursuant to 18 U.S.C Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 32.2 Certification Pursuant to 18 U.S.C Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002