| (a)(1) | Financial Statements. |
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The following financial statements of Old Dominion Freight Line, Inc. are included in Item 8:
Balance Sheets – December 31, 2011 and December 31, 2010
Statements of Operations – Years ended December 31, 2011, December 31, 2010 and December 31, 2009
Statements of Changes in Shareholders’ Equity – Years ended December 31, 2011, December 31, 2010 and December 31, 2009
Statements of Cash Flows – Years ended December 31, 2011, December 31, 2010 and December 31, 2009
Notes to the Financial Statements
| (a)(2) | Financial Statement Schedules. |
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The Schedule II – Valuation and Qualifying Accounts schedule of Old Dominion Freight Line, Inc. is included below:
Schedule II
Old Dominion Freight Line, Inc.
Valuation and Qualifying Accounts
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| (In thousands) | | | | | | | | | | | | | | | | |
| | Allowance for Uncollectible Accounts(1) | | | | | | | | | | | | | | |
| Year Ended December 31, | | Balance at Beginning of Period | | | | Charged to Costs and Expenses | | | | Deductions(2) | | | | Balance at End of Period | | |
| 2009 | | $ | 10,000 | | | $ | 4,493 | | | $ | 4,294 | | | $ | 10,199 | |
| 2010 | | $ | 10,199 | | | $ | 545 | | | $ | 3,944 | | | $ | 6,800 | |
| 2011 | | $ | 6,800 | | | $ | 3,200 | | | $ | 2,723 | | | $ | 7,277 | |
| (1) | This table does not include any allowances for revenue adjustments that result from billing corrections, customer allowances, money-back service guarantees and other miscellaneous revenue adjustments that are recorded in our revenue from operations. |
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| (2) | Uncollectible accounts written off, net of recoveries. |
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All other schedules for which provision is made in the applicable accounting regulations of the SEC are not required under the instructions or are inapplicable and, therefore, have been omitted.
The exhibits listed in the accompanying Exhibit Index are filed as a part of this report.
See Exhibit Index.
| (c) | Separate Financial Statements and Schedules. |
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None.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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| | OLD DOMINION FREIGHT LINE, INC. | | | | |
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| Dated: February 29, 2012 | | | | By: | | /s/ DAVID S. CONGDON |
| | | | | | David S. Congdon |
| | | | | | President and Chief Executive Officer |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:
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| Name and Signature | | Position | | Date |
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| /s/ EARL E. CONGDON | | Executive Chairman of the | | February 29, 2012 |
| Earl E. Congdon | | Board of Directors | | |
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| /s/ DAVID S. CONGDON | | Director, President and | | February 29, 2012 |
| David S. Congdon | | Chief Executive Officer (Principal Executive Officer) | | |
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| /s/ JOHN R. CONGDON | | Vice Chairman of the Board | | February 29, 2012 |
| John R. Congdon | | and Senior Vice President | | |
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| /s/ J. PAUL BREITBACH | | Director | | February 29, 2012 |
| J. Paul Breitbach | | | | |
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| /s/ JOHN R. CONGDON, JR. | | Director | | February 29, 2012 |
| John R. Congdon, Jr. | | | | |
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| /s/ ROBERT G. CULP, III | | Director | | February 29, 2012 |
| Robert G. Culp, III | | | | |
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| /s/ JOHN D. KASARDA | | Director | | February 29, 2012 |
| John D. Kasarda | | | | |
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| /s/ LEO H. SUGGS | | Director | | February 29, 2012 |
| Leo H. Suggs | | | | |
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| /s/ D. MICHAEL WRAY | | Director | | February 29, 2012 |
| D. Michael Wray | | | | |
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| /s/ J. WES FRYE | | Senior Vice President – Finance | | February 29, 2012 |
| J. Wes Frye | | and Chief Financial Officer (Principal Financial Officer) | | |
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| /s/ JOHN P. BOOKER III | | Vice President – Controller | | February 29, 2012 |
| John P. Booker III | | (Principal Accounting Officer) | | |
EXHIBIT INDEX
TO ANNUAL REPORT ON FORM 10-K
OLD DOMINION FREIGHT LINE, INC.
FOR YEAR ENDED DECEMBER 31, 2011
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| Exhibit No. | | Description |
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| 3.1.1(c) | | Amended and Restated Articles of Incorporation of Old Dominion Freight Line, Inc. (as amended July 30, 2004) |
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| 3.2(l) | | Amended and Restated Bylaws of Old Dominion Freight Line, Inc. |
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| 4.1(a) | | Specimen certificate of Common Stock |
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| 4.6.10(d) | | Note Purchase Agreement among Old Dominion Freight Line, Inc. and the Purchasers set forth in Schedule A thereto, dated as of February 25, 2005 |
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| 4.8(e) | | Credit Agreement among Wachovia Bank, National Association, as Agent, Bank of America, N.A., Branch Banking & Trust Company and Old Dominion Freight Line, Inc., dated September 22, 2005 |
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| 4.8.1(h) | | First Amendment to the Credit Agreement among Wachovia Bank, National Association, as Agent, Bank of America, N.A., Branch Banking & Trust Company and Old Dominion Freight Line, Inc., dated April 21, 2006. |
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| 4.9(h) | | Note Purchase Agreement among Old Dominion Freight Line, Inc. and the Purchasers set forth in Schedule A thereto, dated as of April 25, 2006. |
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| 4.10(i) | | Amended and Restated Credit Agreement among Wachovia Bank, National Association, as Administrative Agent; the Lenders named therein; and Old Dominion Freight Line, Inc., dated as of August 10, 2006 |
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| 4.10.1(q) | | Amendment No. 1 to Amended and Restated Credit Agreement among Old Dominion Freight Line, Inc., the Lenders named therein and Wells Fargo Bank, National Association, as Agent, dated as of December 31, 2010 |
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| 4.11(q) | | Note Purchase Agreement by and among Old Dominion Freight Line, Inc. and the Purchasers set forth in Schedule A thereto, dated as of January 3, 2011 |
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| 4.12(t) | | Second 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 as of August 10, 2011 |
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| 10.17.1(b)* | | Employment Agreement by and between Old Dominion Freight Line, Inc. and Earl E. Congdon, effective as of June 1, 2004 |
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| 10.17.2(b)* | | Employment Agreement by and between Old Dominion Freight Line, Inc. and John R. Congdon, effective as of June 1, 2004 |
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| 10.17.3(b)* | | Employment Agreement by and between Old Dominion Freight Line, Inc. and David S. Congdon, effective as of June 1, 2004 |
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| 10.17.6(j)* | | Amended and Restated Employment Agreement between Old Dominion Freight Line, Inc. and Earl E. Congdon, effective as of June 1, 2008 |
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| 10.17.7(j)* | | Amended and Restated Employment Agreement between Old Dominion Freight Line, Inc. and John R. Congdon, effective as of June 1, 2008 |
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| 10.17.8(j)* | | Amended and Restated Employment Agreement between Old Dominion Freight Line, Inc. and David S. Congdon, effective as of June 1, 2008 |
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| Exhibit No. | | Description |
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| 10.17.10(p)* | | First Amendment to Amended and Restated Employment Agreement, effective as of May 31, 2010, by and between Old Dominion Freight Line, Inc. and Earl E. Congdon |
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| 10.17.11(p)* | | First Amendment to Amended and Restated Employment Agreement, effective as of May 31, 2010, by and between Old Dominion Freight Line, Inc. and John R. Congdon |
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| 10.17.12(v)* | | Second Amendment to Amended and Restated Employment Agreement, effective as of May 31, 2012, by and between Old Dominion Freight Line, Inc. and Earl E. Congdon |
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| 10.17.13(v)* | | Second Amendment to Amended and Restated Employment Agreement, effective as of May 31, 2012, by and between Old Dominion Freight Line, Inc. and John R. Congdon |
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| 10.18.3(k)* | | Old Dominion Freight Line, Inc. Director Phantom Stock Plan |
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| 10.18.4(k)* | | Form of Old Dominion Freight Line, Inc. Director Phantom Stock Plan Award Agreement |
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| 10.18.5(m)* | | Non-Executive Director Compensation Structure, effective January 1, 2008 |
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| 10.18.6(s)* | | Non-Executive Director Compensation Structure, effective January 1, 2011 |
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| 10.18.7(s)* | | Old Dominion Freight Line, Inc. Director Phantom Stock Plan, as amended through April 1, 2011 |
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| 10.19.1(f)* | | Old Dominion Freight Line, Inc. Phantom Stock Plan, effective as of May 16, 2005 |
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| 10.19.2(f)* | | Old Dominion Freight Line, Inc. Change of Control Severance Plan for Key Executives, effective as of May 16, 2005 |
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| 10.19.3(g)* | | Form of Old Dominion Freight Line, Inc. Phantom Stock Award Agreement |
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| 10.19.4(m)* | | Old Dominion Freight Line, Inc. Phantom Stock Plan, effective as of January 1, 2009 |
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| 10.19.5(m)* | | Old Dominion Freight Line, Inc. Change of Control Severance Plan for Key Executives, effective as of January 1, 2009 |
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| 10.19.6(n)* | | Amendment to Old Dominion Freight Line, Inc. Phantom Stock Plan, effective as of May 18, 2009 |
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| 10.19.7(u)* | | 2011 Declaration of Amendment to Old Dominion Freight Line, Inc. Phantom Stock Plan, effective as of May 17, 2011 |
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| 10.20.1(o)* | | 2006 Nonqualified Deferred Compensation Plan of Old Dominion Freight Line, Inc., effective January 1, 2006 (as restated and effective January 1, 2009) |
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| 10.20.2(g)* | | Form of Annual Salary and Bonus Deduction Agreement |
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| 10.20.3* | | Second Amendment to 2006 Nonqualified Deferred Compensation Plan of Old Dominion Freight Line, Inc., as amended, effective November 10, 2011 |
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| 10.21(j)* | | Old Dominion Freight Line, Inc. Performance Incentive Plan |
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| 10.22 (r) | | At-The-Market Equity Offering Sales Agreement, dated February 2, 2011, between Old Dominion Freight Line, Inc. and Stifel, Nicolaus & Company, Incorporated |
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| 23.1 | | Consent of Ernst & Young LLP |
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| 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 |
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| Exhibit No. | | Description |
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| 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 |
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| 32.1 | | Certification Pursuant to 18 U.S.C Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
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| 32.2 | | Certification Pursuant to 18 U.S.C Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
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| 101** | | The following financial information from our Annual Report on Form 10-K for the year ended December 31, 2011, filed on February 29, 2012, formatted in XBRL (eXtensible Business Reporting Language) includes: (i) the Balance Sheets at December 31, 2011 and December 31, 2010, (ii) the Statements of Operations for the years ended December 31, 2011, December 31, 2010 and December 31, 2009, (iii) the Statements of Changes in Shareholders’ Equity for the years ended December 31, 2011, December 31, 2010 and December 31, 2009, (iv) the Statements of Cash Flows for the years ended December 31, 2011, December 31, 2010 and December 31, 2009, and (v) the Notes to the Financial Statements |
| (a) | Incorporated by reference to the exhibit of the same number contained in the Company’s Registration Statement on Form S-1 filed under the Securities Act of 1933, as amended (SEC File: 33-42631) |
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| (b) | Incorporated by reference to the exhibit of the same number contained in the Company’s Current Report on Form 8-K filed on June 10, 2004 |
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| (c) | 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, 2004, filed on August 6, 2004 |
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| (d) | Incorporated by reference to the exhibit of the same number contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2004, filed on March 16, 2005 |
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| (e) | Incorporated by reference to the exhibit of the same number contained in the Company’s Current Report on Form 8-K filed on September 28, 2005 |
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| (f) | Incorporated by reference to the exhibit of the same number contained in the Company’s Current Report on Form 8-K filed on May 20, 2005 |
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| (g) | Incorporated by reference to the exhibit of the same number contained in the Company’s Current Report on Form 8-K filed on February 21, 2006 |
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| (h) | Incorporated by reference to the exhibit of the same number contained in the Company’s Current Report on Form 8-K filed on May 1, 2006 |
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| (i) | Incorporated by reference to the exhibit of the same number contained in the Company’s Current Report on Form 8-K filed on August 16, 2006 |
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| (j) | Incorporated by reference to the exhibit of the same number contained in the Company’s Current Report on Form 8-K filed on June 3, 2008 |
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| (k) | 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, 2008, filed on August 8, 2008 |
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| (l) | Incorporated by reference to the exhibit of the same number contained in the Company’s Current Report on Form 8-K filed on May 21, 2009 |
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| (m) | Incorporated by reference to the exhibit of the same number contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2008, filed on March 2, 2009 |
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| (n) | Incorporated by reference to Exhibit 10.19.4 contained in the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2009, filed on August 7, 2009 |
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| (o) | Incorporated by reference to the exhibit of the same number contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2009 |
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| (p) | Incorporated by reference to the exhibit of the same number contained in the Company’s Current Report on Form 8-K filed on May 28, 2010 |
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| (q) | Incorporated by reference to the exhibit of the same number contained in the Company’s Current Report on Form 8-K filed on January 6, 2011 |
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| (r) | Incorporated by reference to the exhibit of the same number contained in the Company’s Current Report on Form 8-K filed on February 2, 2011 |
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| (s) | 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 March 31, 2011, filed on May 9, 2011 |
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| (t) | Incorporated by reference to the exhibit of the same number contained in the Company’s Current Report on Form 8-K filed on August 16, 2011 |
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| (u) | 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 September 30, 2011, filed on November 8, 2011 |
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| (v) | Incorporated by reference to the exhibit of the same number contained in the Company’s Current Report on Form 8-K filed on February 6, 2012 |
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| * | Denotes an executive compensation plan or agreement |
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| ** | The XBRL-related information has been furnished electronically herewith. This exhibit, regardless of whether it is an exhibit to a document incorporated by reference into any of our filings and except to the extent specifically stated otherwise, is deemed not filed or part of a registration statement or prospectus for purposes of sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections. |
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Our SEC file number reference for documents filed with the SEC pursuant to the Securities Exchange Act of 1934, as amended, is 000-19582.
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