Old Dominion Freight Line (ODFL) 10-K risk factor changes: FY2012 vs FY2011

[removed: We] [added: We] operate in a highly competitive industry, and our business will suffer if we are unable to adequately address potential downward pricing pressures and other factors that may adversely affect our operations and [removed: profitability.][added: profitability.]

| [removed: |] • | [removed: |] we compete with many other transportation service providers of varying sizes, some of which may have more equipment, a broader global network, a wider range of services, greater capital resources or other competitive advantages; |

| [removed: |] • | [removed: |] some of our competitors periodically reduce their prices to gain business, especially during times of reduced growth rates in the economy, which may limit our ability to maintain or increase prices or maintain revenue; |

| [removed: |] • | [removed: |] we may be unable to continue to collect fuel surcharges or our fuel surcharge program may become ineffective in mitigating the impact of fluctuating costs for fuel and other petroleum-based products; |

| [removed: |] • | [removed: |] many customers reduce the number of carriers they use by selecting “core carriers” as approved transportation service providers and we may not be selected; |

| [removed: |] • | [removed: |] many customers periodically accept bids from multiple carriers for their shipping needs, and this process may depress prices or result in the loss of some business to competitors; |

| [removed: |] • | [removed: |] some customers may choose to operate their own private trucking fleet or may choose to increase the volume of freight they transport if they have an existing private trucking fleet; |

| [removed: |] • | [removed: |] the trend towards consolidation in the ground transportation industry may create other large carriers with greater financial resources and other competitive advantages relating to their size; |

| [removed: |] • | [removed: |] advances in technology require increased investments to remain competitive, and our customers may not be willing to accept higher prices to cover the cost of these investments; and |

| [removed: |] • | [removed: |] competition from non-asset-based logistics and freight brokerage companies may adversely affect our customer relationships and ability to maintain sufficient pricing. |

[removed: If] [added: If] our employees were to unionize, our operating costs would increase and our ability to compete would be [removed: impaired.][added: impaired.]

Further, Congress or one or more states could approve legislation [added: and/or the National Labor Relations Board could render decisions that could] significantly [removed: affecting] [added: affect] our business and our relationship with our employees, [removed: such as the proposed federal legislation referred to as the Employee Free Choice Act, which would] [added: including actions that could] substantially liberalize the procedures for union organization.

| [removed: |] • | [removed: |] some shippers have indicated that they intend to limit their use of unionized trucking companies because of the threat of strikes and other work stoppages; |

| [removed: |] • | [removed: |] restrictive work rules could hamper our efforts to improve and sustain operating efficiency; |

| [removed: |] • | [removed: |] restrictive work rules could impair our service reputation and limit our ability to provide next-day services; |

| [removed: |] • | [removed: |] a strike or work stoppage would negatively impact our profitability and could damage customer and employee relationships; and |

| [removed: |] • | [removed: |] an election and bargaining process could divert management’s time and attention from our overall objectives and impose significant expenses. |

[removed: If] [added: If] we are unable to successfully execute our growth strategy, our business and future results of operations may [removed: suffer.][added: suffer.]

| [removed: |] • | [removed: |] geographic expansion requires start-up costs that could expose us to temporary losses; |

| [removed: |] • | [removed: |] growth and geographic expansion are dependent on the availability of real estate, and shortages of suitable real estate may limit our geographic expansion and might cause congestion in our service center network, which could result in increased operating expenses; |

| [removed: |] • | [removed: |] growth may strain our management, capital resources, information systems and customer service; |

| [removed: |] • | [removed: |] hiring new employees may increase training costs and may result in temporary inefficiencies until those employees become proficient in their jobs; and |

| [removed: |] • | [removed: |] expanding our service offerings may require us to enter into new markets and encounter new competitive challenges. |

[removed: We] [added: We] may be unable to successfully consummate and integrate acquisitions as part of our growth [removed: strategy.][added: strategy.]

| [removed: |] • | [removed: |] we may not achieve anticipated levels of revenue, efficiency, cash flows and profitability; |

| [removed: |] • | [removed: |] we may experience difficulties managing businesses that are outside our historical core competency and markets; |

| [removed: |] • | [removed: |] we may underestimate the resources required to support acquisitions, which could disrupt our ongoing business and distract our management; |

| [removed: |] • | [removed: |] we may incur unanticipated costs to our infrastructure to support new business lines or separate legal entities; |

| [removed: |] • | [removed: |] we may be required to temporarily match existing customer pricing in the acquiree’s markets, which may be lower than the rates that we would typically charge for our services; |

| [removed: |] • | [removed: |] liabilities we assume could be greater than our original estimates or not disclosed to us at the time of acquisition; |

| [removed: |] • | [removed: |] we may incur additional indebtedness or we may issue additional [removed: shares of stock] [added: equity] to finance future acquisitions, which could be dilutive to our shareholders; |

| [removed: |] • | [removed: |] potential loss of key employees and customers of the acquired company; and |

| [removed: |] • | [removed: |] an inability to recognize projected cost savings and economies of scale. |

[removed: Our] [added: Our] customers’ and suppliers’ business may be impacted by a downturn in the economy and/or a disruption of financial [removed: markets.][added: markets.]

Further, when adverse economic times arise customers may bid out freight or select competitors that offer lower rates [removed: from among existing choices] in an attempt to lower their costs and we might be forced to lower our rates or lose freight.

[removed: Increases] [added: Increases] in driver compensation or other difficulties attracting and retaining qualified drivers could adversely affect our profitability and ability to maintain or grow our [removed: fleet.][added: fleet.]

The compensation we offer our drivers is subject to market conditions that may require increases in driver compensation, which [added: becomes more likely as economic conditions improve.]

[removed: Insurance] [added: Insurance] and claims expenses could significantly reduce our [removed: profitability.][added: profitability.]

We are exposed to claims related to cargo loss and damage, property damage, personal injury, workers’ compensation, [removed: long-term disability,] group health and [added: group] dental.

We have insurance coverage with third-party insurance carriers, but [removed: self-insure for] [added: we assume] a significant portion of the risk associated with these [removed: claims.][added: claims due to our self-insured retentions and deductibles.]

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| • | some customers may choose to consolidate certain LTL shipments through a different mode of transportation, such as truckload, intermodal or rail; |

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##### [Table of Contents](#toc)

becomes more likely as economic conditions improve.

Oversupply in the transportation industry as well as

In addition, the trucking industry is subject to regulatory and legislative changes from a variety

CSA measures both the safety record of the motor carrier and the driver.

Our share price may fluctuate as a result of a variety of factors, many of which are beyond our control.

[removed: Overview][added: Overview]

We are a leading, less-than-truckload (“LTL”), union-free motor carrier providing regional, inter-regional and national LTL service and [added: other] value-added [removed: logistics] services from a single integrated organization.

In addition to our core LTL services, we offer our customers a broad range of [removed: logistics] [added: value-added] services including ground and air expedited transportation, [added: container delivery, truckload brokerage,] supply chain consulting, [removed: transportation management, truckload brokerage, container delivery and] warehousing [removed: services, as well as] [added: and] consumer household [removed: moving] [added: pickup and delivery] services.

[removed: Approximately] [added: More than] 90% of our revenue has historically been derived from transporting LTL shipments for our customers, whose demand for our services is generally tied to industrial production and the overall health of the U.S. domestic economy.

| [removed: |] • | [removed: | _Revenue] [added: Revenue] Per [removed: Hundredweight_] [added: Hundredweight] – This measurement reflects [added: the application of] our pricing [removed: policies,] [added: policies to the services we provide,] which are influenced by competitive market conditions and our growth objectives. Generally, freight is rated by a class system, which is established by the National Motor Freight Traffic Association, Inc. Light, bulky freight typically has a higher class and is priced at higher revenue per hundredweight than dense, heavy freight. [removed: Changes in the class, packaging of the freight and length of haul of the shipment can also affect this average.] Fuel surcharges, accessorial charges, revenue adjustments and revenue for undelivered freight are included in this measurement. Revenue for undelivered freight is deferred for financial statement purposes in accordance with our revenue recognition policy; however, we believe including it in our revenue per hundredweight [removed: measurements] [added: metrics] results in a better indicator of changes in our yields by matching total billed revenue with the corresponding weight of those shipments. |

| [removed: |] • | [removed: | _Weight] [added: Weight] Per [removed: Shipment_] [added: Shipment] – Fluctuations in weight per shipment can indicate changes in the class, or mix, of freight we receive from our customers, as well as changes in the number of units included in a shipment. Generally, increases in weight per shipment indicate higher demand for our [removed: customers’] [added: customers'] products and overall increased economic activity. [added: Changes in weight per shipment generally have an inverse effect on our revenue per hundredweight, as an increase in weight per shipment will typically cause a decrease in revenue per hundredweight.] |

| [removed: |] • | [removed: | _Average] [added: Average] Length of [removed: Haul_] [added: Haul] – We consider lengths of haul less than 500 miles to be regional traffic, lengths of haul between 500 miles and 1,000 miles to be inter-regional traffic, and lengths of haul in excess of 1,000 miles to be national traffic. By analyzing this metric, we can determine the success and growth potential of our service products in these markets. [added: Changes in length of haul generally have a direct effect on our revenue per hundredweight, as an increase in length of haul will typically cause an increase in revenue per hundredweight.] |

Our primary revenue focus is to increase [added: our “density,” our] shipment and tonnage growth within our existing infrastructure, [removed: generally referred] [added: which allows us] to [removed: as increasing density, thereby maximizing] [added: maximize our] asset utilization and labor productivity.

We measure density over many different functional areas of our operations including revenue per service center, linehaul load factor, [removed: P&D] [added: pickup and delivery (“P&D”)] stops per hour, P&D shipments per hour, platform pounds handled per hour and platform shipments per hour.

Our primary cost elements are direct wages and benefits associated with the movement of freight; [removed: operating supplies and expenses, which includes] fuel and equipment repair [removed: costs;] [added: expenses;] and depreciation of our equipment fleet and service center facilities.

[removed: Results] [added: Results] of [removed: Operations][added: Operations]

| | | [removed: 2011 | | |] [added: 2012] | [removed: 2010] | | [added: 2011] | | [removed: 2009] | [added: 2010] | |

| Revenue from operations | | [removed: | 100.0 | %] [added: 100.0] | [added: %] | | 100.0 | % | | [removed: |] 100.0 | % |

| Operating expenses: | | | | | | | | | | [removed: | | |]

| Salaries, wages and benefits | | [removed: | 50.8 | |] [added: 50.5] | | [removed: 54.6] | [added: 50.8] | | | [removed: 57.7] [added: 54.6] | |

| Operating supplies and expenses | | [removed: | 18.9 | |] [added: 17.9] | | [removed: 16.5] | [added: 18.9] | | | [removed: 14.6] [added: 16.5] | |

| General supplies and expenses | | [removed: | 2.6 | |] [added: 2.8] | | [removed: 2.8] | [added: 2.6] | | | 2.8 | |

| Operating taxes and licenses | | [removed: | 3.4 | |] [added: 3.2] | | [removed: 3.8] | [added: 3.4] | | | [removed: 4.0] [added: 3.8] | |

| Insurance and claims | | [removed: | 1.5 | |] [added: 1.4] | | [removed: 1.7] | [added: 1.5] | | | [removed: 1.8] [added: 1.7] | |

| Communication and utilities | | [removed: | 1.0 |] [added: 1.0] | | | 1.0 | | | [removed: | 1.2] [added: 1.0] | |

| Depreciation and amortization | | [removed: | 4.8 | |] [added: 5.3] | | [removed: 5.4] | [added: 4.8] | | | [removed: 7.6] [added: 5.4] | |

| Purchased transportation | | [removed: | 3.4 |] [added: 3.3] | | | 3.4 | | | [removed: | 2.7] [added: 3.4] | |

| Building and office equipment rents | | [removed: | 0.7 | |] [added: 0.6] | | [removed: 1.0] | [added: 0.7] | | | [removed: 1.2] [added: 1.0] | |

| Miscellaneous expenses, net | | [removed: | 0.5 |] [added: 0.5] | | | 0.5 | | | [removed: | 0.7] [added: 0.5] | |

| Total operating expenses | | [removed: | 87.6 | |] [added: 86.5] | | [removed: 90.7] | [added: 87.6] | | | [removed: 94.3] [added: 90.7] | |

| Operating income | | [removed: | 12.4 | |] [added: 13.5] | | [removed: 9.3] | [added: 12.4] | | | [removed: 5.7] [added: 9.3] | |

| Interest expense, net (1) | | [removed: | 0.7 | |] [added: 0.6] | | [removed: 0.8] | [added: 0.7] | | | [removed: 1.1] [added: 0.8] | |

| Other expense, net | | [removed: | 0 | |] [added: —] | | [removed: 0.1] | [added: —] | | | [removed: 0] [added: 0.1] | |

| Income before income taxes | | [removed: | 11.7 | |] [added: 12.9] | | [removed: 8.4] | [added: 11.7] | | | [removed: 4.6] [added: 8.4] | |

| Provision for income taxes | | [removed: | 4.3 | |] [added: 4.9] | | [removed: 3.3] | [added: 4.3] | | | [removed: 1.8] [added: 3.3] | |

| Net income | | [removed: | 7.4 | %] [added: 8.0] | [added: %] | | [removed: 5.1] [added: 7.4] | % | | [removed: | 2.8] [added: 5.1] | % |

[removed: _2011] [added: 2011] Compared to [removed: 2010_][added: 2010]

| | | [removed: 2011] [added: 2011] | | | | 2010 | | | | [removed: Change |] [added: Change] | | | [removed: % Change] | [added: % Change] | |

| Work days | | [removed: | 254] [added: 254] | | | | 253 | | | | 1 | | | | 0.4 | |

| Revenue [removed: _(in thousands)_] [added: (in thousands)] | | [removed: $] [added: $] | [removed: 1,882,541] [added: 1,882,541] | | | $ | 1,480,998 | | | $ | 401,543 | | | [removed: |] 27.1 | |

| Operating ratio | | [removed: | 87.6] [added: 87.6] | [removed: %] | [added: %] | | 90.7 | [removed: %] | [added: %] | | (3.1 | [removed: )%] | [added: )%] | | (3.4 | ) |

| Net income [removed: _(in thousands)_] [added: (in thousands)] | | [removed: $] [added: $] | [removed: 139,470] [added: 139,470] | | | $ | 75,651 | | | $ | 63,819 | | | [removed: |] 84.4 | |

| Total tons [removed: _(in thousands)_ |] [added: (in thousands)] | | [removed: 6,397] [added: 6,397] | | | | 5,656 | | | | 741 | | | | 13.1 | |

| Total shipments [removed: _(in thousands)_ |] [added: (in thousands)] | | [removed: 7,256] [added: 7,256] | | | | 6,327 | | | | 929 | | | | 14.7 | |

| Weight per shipment [removed: _(lbs.)_ |] [added: (lbs.)] | | [removed: 1,763] [added: 1,763] | | | | 1,788 | | | | (25 | [removed: )] | [added: )] | | (1.4 | ) |

We also offer worldwide freight forwarding services.

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Revenue per hundredweight is a commonly-used indicator of pricing trends, but this metric can be influenced by many other factors, such as changes in fuel surcharges, weight per shipment, length of haul and the mix of our freight.

As a result, changes in revenue per hundredweight do not necessarily indicate actual changes in underlying base rates.

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2012 Compared to 2011

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| | | 2012 | | | | 2011 | | | | Change | | | | % Change | |

| Revenue (in thousands) | | $ | 2,110,483 | | | $ | 1,882,541 | | | $ | 227,942 | | | 12.1 | |

| Operating ratio | | 86.5 | | % | | 87.6 | | % | | (1.1 | | )% | | (1.3 | ) |

| Net income (in thousands) | | $ | 169,452 | | | $ | 139,470 | | | $ | 29,982 | | | 21.5 | |

| Diluted earnings per share | | $ | 1.97 | | | $ | 1.63 | | | $ | 0.34 | | | 20.9 | |

| Total tons (in thousands) | | 6,875 | | | | 6,397 | | | | 478 | | | | 7.5 | |

| Total shipments (in thousands) | | 7,765 | | | | 7,256 | | | | 509 | | | | 7.0 | |

| Revenue per hundredweight | | $ | 15.35 | | | $ | 14.72 | | | $ | 0.63 | | | 4.3 | |

| Revenue per shipment | | $ | 271.82 | | | $ | 259.50 | | | $ | 12.32 | | | 4.7 | |

Our 2012 financial results were driven by strong growth in our revenue, which exceeded $2.0 billion for the first time in our Company's history.

In addition to our Company record for annual revenue, we also achieved Company records for our annual operating ratio and earnings per diluted share.

We experienced strong growth in both tonnage and revenue per hundredweight, while also improving the efficiency of our operations, all of which led to margin improvement over the previous year.

As a result, our operating ratio improved to 86.5% and net income increased 21.5% to $169.5 million for 2012.

We believe our success in 2012 was primarily the result of our ability to win market share by providing shippers with a value proposition that consists of providing "best-in-class" on-time and claims-free service at a fair and equitable price.

Our commitment to this value proposition should allow us to continue to increase our tonnage and market share.

Our revenue growth during 2012 of 12.1% was driven by increases in tonnage and pricing.

Tonnage increased 7.5% primarily due to a 7.0% increase in shipments and a 0.5% increase in weight per shipment for the periods compared.

We believe the increase in shipments during the year was primarily due to increased market share, as our growth exceeded reported industry levels.

Revenue per hundredweight increased 4.3% to $15.35 in 2012.

This increase reflects our disciplined yield management process as well as an improved pricing environment.

Our revenue per hundredweight, excluding fuel surcharges, increased 3.9% in 2012 despite the negative influence of the increase in weight per shipment and decrease in length of haul.

Fuel surcharge revenue increased to 16.7% of revenue in 2012 from 16.4% in 2011, primarily due to a slight increase in the average price per gallon for diesel fuel.

Salaries, wages and benefits increased $110.5 million, or 11.6% in 2012 due to a $72.8 million increase in the costs for salaries and wages and a $37.7 million increase in benefit costs.

The increase in the costs for our salaries and wages, excluding benefits, was due primarily to a 6.9% increase in average full-time employees over 2011 and the impact of wage increases provided to employees in September 2011 and 2012.

Through marketing and carrier relationships, we also offer door-to-door international freight services to and from all of North America, Central America, South America and the Far East.

##### [Table of Contents](#toc)

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| | • | | _Revenue Per Shipment_ – This measurement is primarily determined by the three metrics listed above and is used, in conjunction with the number of shipments we receive, to calculate total revenue, excluding adjustments for undelivered freight. |

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| Diluted earnings per share | | $ | 2.44 | | | $ | 1.35 | | | $ | 1.09 | | | | 80.7 | |

Our financial results for 2011 were the best we have produced in our 20 years as a public company and extended the momentum we built in 2010.

These levels are

We purchase linehaul transportation and P&D services from other motor carriers and railroads.

We also utilize independent contractors for our container operations.

We utilize these services when it is economically beneficial or when there are imbalances of freight flow within our service center network.

_2010 Compared to 2009_

| | | 2010 | | | | 2009 | | | | Change | | | | % Change | | |

| Revenue _(in thousands)_ | | $ | 1,480,998 | | | $ | 1,245,005 | | | $ | 235,993 | | | | 19.0 | |

| Operating ratio | | | 90.7 | % | | | 94.3 | % | | | (3.6 | )% | | | (3.8 | ) |

| Net income _(in thousands)_ | | $ | 75,651 | | | $ | 34,871 | | | $ | 40,780 | | | | 116.9 | |

| Total tons _(in thousands)_ | | | 5,656 | | | | 4,902 | | | | 754 | | | | 15.4 | |

| Total shipments _(in thousands)_ | | | 6,327 | | | | 5,750 | | | | 577 | | | | 10.0 | |

| Revenue per hundredweight | | $ | 13.09 | | | $ | 12.70 | | | $ | 0.39 | | | | 3.1 | |

| Revenue per shipment | | $ | 234.09 | | | $ | 216.49 | | | $ | 17.60 | | | | 8.1 | |

During 2010 we achieved significant increases in our shipments and tonnage, which accelerated during the second half of the year.

We believe these increases were the result of our ability to gain market share during the year as well as general growth in U.S. industrial production and manufacturing.

As industry capacity tightened in 2010, many of our competitors implemented significant rate increases.

This reversed an industry trend of several years in which many of our competitors had discounted prices.

While we implemented a modest general rate increase in November 2010, our pricing philosophy remained consistent with our strategy throughout the recession, which was to provide “best-in-class” on-time and claims-free service at a fair and equitable price.

The significant growth in our tonnage resulted in increased density in our network that generally resulted in increased efficiency and productivity.

The overall improvement in our pricing during 2010, combined with the increased density, resulted in improvements in our operating results.

Net income increased in 2010 by $40.8 million, or 116.9%, to $75.7 million and our operating ratio decreased by 360 basis points to 90.7%.

Our 2010 results also reflect reductions in our depreciation and amortization expenses of approximately $12.7 million, due to changes in the estimated useful lives and salvage values of certain equipment, which are described further under “Critical Accounting Policies” below.

The 19.0% increase in revenue during 2010 was the result of increases in tonnage and revenue per hundredweight.

Tonnage increased 15.4% for the year ended December 31, 2010, due to the combination of a 10.0% increase in shipments and a 4.9% increase in weight per shipment.

The growth in tonnage per day and shipments per day accelerated during the second half of the year, which we believe reflects our gain in market share as well as general economic improvement.

We believe the increase in our weight per shipment during this time indicated an improving economy, although we also continued to gain market share with large national shippers that typically have heavier shipments.

Revenue per hundredweight increased 3.1% to $13.09 from $12.70 in 2009.

This increase primarily reflects an increase in fuel surcharges, which are designed to offset fluctuations in the cost of petroleum-based products and are one of many components included in the overall price for our services.

Excluding fuel surcharges, revenue per hundredweight remained consistent between 2010 and 2009 despite the negative effect on this metric from the increase in weight per shipment.

This consistency reflects our ability to initiate price increases during 2010.

At December 31, [removed: 2011,] [added: 2012,] the cash value for variable life insurance contracts was [removed: $17.2] [added: $22.3] million of the [removed: $27.6] [added: $33.1] million of aggregate cash values for all life insurance contracts included on our Balance Sheets.

A 10% change in market value in those investments would have a [removed: $1.7] [added: $2.2] million impact on our operating income.

At December 31, [removed: 2011,] [added: 2012,] the total liability for awards granted under the Old Dominion Freight Line, Inc. Phantom Stock Plan and the Old Dominion Freight Line, Inc. Director Phantom Stock Plan totaled [removed: $10.9] [added: $16.2] million.

A 10% change in the price of our common stock at December 31, [removed: 2011] [added: 2012] would have had a [removed: $1.1] [added: $1.6] million impact on our operating income in [removed: 2011] [added: 2012] with respect to these plans.

For further discussion related to these risks, see [removed: Note] [added: Notes] 2 [added: and 8] to the Financial Statements included in Item 8, “Financial Statements and Supplementary Data” and Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

##### [Table of Contents](#toc)

[removed: Overview][added: Overview]

[removed: Old Dominion is] [added: We are] a leading, less-than-truckload (“LTL”), union-free motor carrier providing regional, inter-regional and national LTL service and [added: other] value-added [removed: logistics] services from a single integrated organization.

We are the [removed: seventh] [added: sixth] largest LTL motor carrier in the United States, as measured by [removed: 2010] [added: 2011] revenue, according to [removed: _Transport Topics_.][added: Transport Topics.]

In addition to our core LTL services, we offer our customers a broad range of [removed: logistics] [added: value-added] services including ground and air expedited transportation, [added: container delivery, truckload brokerage,] supply chain consulting, [removed: transportation management, truckload brokerage, container delivery and] warehousing [added: and consumer household pickup and delivery] services.

We have [removed: grown] [added: increased] our revenue and customer base through both organic growth and strategic acquisitions and provide our domestic LTL services throughout the entire continental United States.

To support our ongoing expansion, we added [removed: 34] [added: 26] new service centers in the past five years for a total of [removed: 216] [added: 218] at December 31, [removed: 2011.][added: 2012.]

We believe our growth can be attributed to our focus on meeting our customers’ complete supply chain needs from a single point of contact [removed: with] [added: while providing] a high level of customer service [removed: supported by ongoing investment in our employees, service center network] [added: at a fair] and [removed: technology.][added: equitable price.]

Our integrated structure allows us to offer our customers consistent high-quality service from origin to [removed: destination.][added: destination, and we believe our operating structure and proprietary information systems also enable us to efficiently manage our operating costs.]

We were [removed: organized] [added: founded] in 1934 and incorporated in Virginia in 1950.

[removed: Our Industry][added: Our Industry]

According to the American Trucking Associations, total U.S. freight transportation revenue in [removed: 2010] [added: 2011] was [removed: $694.2] [added: $746.2] billion, of which the trucking industry accounted for [removed: 81.2%.][added: 80.9%.]

The LTL sector had revenue in [removed: 2010] [added: 2011] of [removed: $40.4] [added: $46.9] billion, which represented [removed: 5.8%] [added: 6.3%] of total U.S. freight transportation revenue.

Significant capital is required [removed: of LTL motor carriers] to create and maintain a network of service centers and a fleet of tractors and trailers.

In addition, successful LTL motor carriers generally employ, and [removed: continuously] [added: regularly] update, a high level of [removed: technology to] [added: technology-based systems and processes that] provide information to customers and [removed: to] reduce operating costs.

Based on [removed: 2010] [added: 2011] revenue as reported in [removed: _Transport Topics_,] [added: Transport Topics,] the top 25 LTL motor carriers accounted for approximately [removed: 67%] [added: 64%] of the total LTL market.

[removed: Consolidation has accelerated] [added: We believe consolidation] in [removed: recent years] [added: our industry will continue] due to [removed: an increase in] customer demand for single transportation providers offering both national and regional LTL service and complex supply chain services.

[removed: Competition][added: Competition]

We believe we are able to compete effectively in our markets by providing high-quality and timely service at [removed: competitive] [added: fair and equitable] prices.

We believe this provides us with a distinct advantage over [added: most of] our regional, multi-regional and national competition.

We compete with several [removed: larger] [added: large and more diversified] transportation service providers, each of which may have more equipment, a broader global network and a wider range of services than we have.

[removed: Service] [added: Service] Center [removed: Operations][added: Operations]

At December 31, [removed: 2011,] [added: 2012,] we conducted operations through [removed: 216] [added: 218] service center locations, of which we owned [removed: 139] [added: 150] and leased [removed: 77.][added: 68.]

[removed: Each of our] [added: Our] service centers [removed: is] [added: are] responsible for the pickup and delivery of freight within [removed: its] [added: their] service area.

[removed: Linehaul Transportation][added: Linehaul Transportation]

Linehaul dispatchers control the movement of freight [removed: among] [added: between] service centers through integrated freight movement systems.

Our senior management monitors freight movements, transit times, load factors and [added: many] other productivity measurements to ensure that we maintain our highest levels of service and efficiency.

We utilize scheduled routes, and additional linehaul dispatches as necessary, to meet our published [removed: service standards.][added: transit times.]

[removed: Tractors,] [added: Tractors,] Trailers and [removed: Maintenance][added: Maintenance]

At December 31, [removed: 2011,] [added: 2012,] we owned [removed: 5,830] [added: 6,099] tractors.

At December 31, [removed: 2011,] [added: 2012,] we owned [removed: 22,685] [added: 24,181] trailers.

The table below reflects, as of December 31, [removed: 2011,] [added: 2012,] the average age of our [removed: tractors, trucks] [added: tractors] and trailers:

| [removed: Type] [added: Type] of [removed: Equipment (Categorized by primary use)] [added: Equipment] | | [removed: Number] [added: Number] of [removed: Units | |] [added: Units] | | [removed: Average Age (in years)] | [added: Average Age (In years)] | |

The table below sets forth our capital expenditures for tractors and trailers for the years ended December 31, [removed: 2011, 2010] [added: 2012, 2011] and [removed: 2009.][added: 2010.]

For more information concerning our capital expenditures, see Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations – [removed: _Liquidity] [added: Liquidity] and Capital [removed: Resources_”] [added: Resources”] of this report.

| | | [removed: Year] [added: Year] Ended December [removed: 31,] [added: 31,] | | | | | | | | | | |

| [removed: _(In thousands)_] [added: (In thousands)] | | [removed: 2011] [added: 2012] | | | | [removed: 2010] [added: 2011] | | | | [removed: 2009] [added: 2010] | | |

| Tractors | | [removed: $] [added: $] | [removed: 69,837] [added: 113,257] | | | $ | [removed: 35,777] [added: 69,837] | | | $ | [removed: 33,072] [added: 35,777] | |

| Trailers | | [added: 83,405] | [removed: 62,326] | | | [added: 62,326] | [removed: 5,020] | | | [added: 5,020] | [removed: 32,639] | |

| Total | | [removed: $] [added: $] | [removed: 132,163] [added: 196,662] | | | $ | [removed: 40,797] [added: 132,163] | | | $ | [removed: 65,711] [added: 40,797] | |

At December 31, [removed: 2011,] [added: 2012,] we had major maintenance operations at our service centers in Rialto, California; Denver, Colorado; Atlanta, Georgia; Indianapolis, Indiana; Kansas City and Parsons, Kansas; Greensboro, North Carolina; Columbus, Ohio; Harrisburg, Pennsylvania; Morristown and Memphis, Tennessee; Dallas, Texas; and Salt Lake City, Utah.

We also offer worldwide freight forwarding services.

More than 90% of our revenue is derived from transporting LTL shipments for our customers, whose demand for our services is generally tied to industrial production and the overall health of the U.S. domestic economy.

Our service is supported by ongoing investment in our employees, service center network and technology.

We also compete with, and provide transportation services to, third-party logistics providers that determine both the mode of transportation and the carrier.

Each night, our service centers load outbound freight for transport to other service centers for delivery.

| | | | | | | |

| --- | --- | --- | --- | --- | --- | --- |

| | | | | | | |

| Tractors | | 6,099 | | | 4.2 | |

| Linehaul trailers | | 17,280 | | | 6.1 | |

| P&D trailers | | 6,901 | | | 13.2 | |

Tractors are routed to appropriate maintenance facilities at designated mileage intervals or 90 days, whichever occurs first.

Customers

Many of our customers engage our services through the terms and provisions of our tariffs.

At December 31, 2012, we maintained an SIR of $2.75 million per occurrence for bodily injury and property damage (“BIPD”) claims, a deductible of $100,000 per claim for cargo loss and damage, a deductible of $1.0 million per occurrence for workers’ compensation claims and an SIR of $400,000 per occurrence (with a $200,000 aggregate over our retention level) for group health claims.

We periodically review our risks and insurance coverage applicable to those risks and we believe that our current insurance coverage is sufficient.

| | | | |

| --- | --- | --- | --- |

| | | | |

| Drivers | | 6,940 | |

| Platform | | 2,050 | |

| Sales | | 513 | |

| | | | |

| Total | | 13,016 | |

We are also subject to rules and regulations of various state agencies.

In addition, we are subject to compliance with cargo-security

Additionally in 2012, we expanded our logistics services to include consumer household moving services, which provide customers with a self-service moving option for their household goods.

Through marketing and carrier relationships, we also offer door-to-door international freight services to and from all of North America, Central America, South America and the Far East.

We believe our operating structure and proprietary information systems also enable us to efficiently manage our operating costs, which allows us to provide this high-quality service at a fair and equitable price.

##### [Table of Contents](#toc)

As a result, we believe consolidation in our industry will continue.

Each service center loads outbound freight by destination the day it is picked up.

| | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Linehaul tractors | | | 3,668 | | | | 3.4 | |

| P&D tractors | | | 2,162 | | | | 8.7 | |

| P&D trucks | | | 109 | | | | 5.4 | |

| Linehaul trailers | | | 16,302 | | | | 7.6 | |

| P&D trailers | | | 6,383 | | | | 13.0 | |

| | | | | | | | | | | | | |

Linehaul tractors are routed to appropriate maintenance facilities at designated intervals, depending upon how the equipment has been utilized.

Marketing and Customers

We are currently self-insured for bodily injury and property damage (“BIPD”) claims up to $2.75 million per occurrence.

Cargo loss and damage claims are self-insured up to $100,000 per occurrence.

We are exposed to workers’ compensation claims up to $1.0 million per occurrence, through either self-insurance or insurance deductibles.

Effective January 1, 2012, our group health claims are self-insured up to $400,000 per occurrence, an increase from $375,000 in 2011, plus an aggregate $200,000 over our retention level.

We also believe that our current insurance coverage is adequate to cover our liability risks.

| | | | | |

| --- | --- | --- | --- | --- |

| Drivers | | | 6,361 | |

| Platform | | | 1,856 | |

| Sales | | | 496 | |

| Total | | | 12,022 | |

[removed: 10-K 1 d265073d10k.htm] FORM 10-K

[removed: UNITED STATES][added: UNITED STATES]

[removed: SECURITIES] [added: SECURITIES] AND EXCHANGE [removed: COMMISSION][added: COMMISSION]

[removed: Washington,] [added: Washington,] D.C. [removed: 20549][added: 20549]

| [removed: \[X\]] [added: x] | [removed: ANNUAL] [added: ANNUAL] REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF [removed: 1934] [added: 1934] |

[removed: For] [added: For] the fiscal year ended December 31, [removed: 2011][added: 2012]

| ¨ | [removed: TRANSITION] [added: TRANSITION] REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF [removed: 1934] [added: 1934] |

[removed: For] [added: For] the transition period from [added: ____________] to [removed: ____________.][added: ____________.]

[removed: Commission] [added: Commission] File Number: [removed: 0-19582][added: 0-19582]

[removed: OLD] [added: OLD] DOMINION FREIGHT LINE, [removed: INC.][added: INC.]

[removed: (Exact] [added: (Exact] name of registrant as specified in its [removed: charter)][added: charter)]

[removed: ][added: ]

| [removed: VIRGINIA] [added: VIRGINIA] | | [removed: 56-0751714] [added: 56-0751714] |

| [removed: (State] [added: (State] or other jurisdiction [removed: of incorporation] [added: of incorporation] or [removed: organization)] [added: organization)] | | [removed: (I.R.S. Employer Identification No.)] [added: (I.R.S. Employer Identification No.)] |

[removed: 500] [added: 500] Old Dominion [removed: Way][added: Way]

[removed: Thomasville,] [added: Thomasville,] NC [removed: 27360][added: 27360]

[removed: (Address] [added: (Address] of principal executive [removed: offices)][added: offices)]

[removed: (Zip Code)][added: (Zip Code)]

[removed: (336) 889-5000][added: (336) 889-5000]

[removed: (Registrant’s] [added: (Registrant’s] telephone number, including area [removed: code)][added: code)]

| [removed: Title] [added: Title] of each [removed: class] [added: class] | | [removed: Name] [added: Name] of each exchange on which [removed: registered] [added: registered] |

| [removed: Common] [added: Common] Stock ($0.10 par [removed: value)] [added: value)] | | [removed: The] [added: The] NASDAQ Stock Market [removed: LLC (NASDAQ] [added: LLC (NASDAQ] Global Select [removed: Market)] [added: Market)] |

Yes [removed: x] [added: ý] No ¨

Yes ¨ No [removed: x][added: ý]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [removed: x]

| Large accelerated filer [added: |] x | | [added: |] Accelerated filer [removed: ¨] | [removed: |] [added: ¨] |

| Non-accelerated filer [added: |] ¨ | | | Smaller reporting company [removed: ¨] | [added: ¨] |

| (Do not check if a smaller reporting company) | | | | | [added: |]

The aggregate market value of voting stock held by non-affiliates of the registrant as of June [removed: 30, 2011] [added: 29, 2012] was [removed: $1,567,488,262,] [added: $1,819,732,509,] based on the closing sales price as reported on the NASDAQ Global Select Market.

As of February [removed: 28, 2012,] [added: 27, 2013,] the registrant had [removed: 57,443,324] [added: 86,164,917] outstanding shares of Common Stock ($0.10 par value).

[removed: DOCUMENTS] [added: DOCUMENTS] INCORPORATED BY [removed: REFERENCE][added: REFERENCE]

Certain portions of the Company’s Proxy Statement for the [removed: 2012] [added: 2013] Annual Meeting of Shareholders are incorporated by reference into Part III of this report.

[removed: INDEX][added: INDEX]

[removed: | [Forward-Looking Information](#toc265073_23) | | | | | 1 | |][added: FORWARD-LOOKING INFORMATION]

[removed: | _[Part I](#toc265073_24)_ | | | | | 1 | |][added: PART I]

| Item 1 | [removed: | [Business](#toc265073_1) | | | 1] [added: [Business](#sA8E4EC0D4B93E5FA0C0B3027D250CC8B)] | [added: [4](#sA8E4EC0D4B93E5FA0C0B3027D250CC8B)] |

| Item 1A | [removed: |] [Risk [removed: Factors](#toc265073_2) | | | 7] [added: Factors](#sC0465885C392144B057C3027D270B28B)] | [added: [9](#sC0465885C392144B057C3027D270B28B)] |

| Item 1B | [removed: |] [Unresolved Staff [removed: Comments](#toc265073_3) | | | 14] [added: Comments](#sD3DC24C5789DE68C946F3027D29FDEE7)] | [added: [17](#sD3DC24C5789DE68C946F3027D29FDEE7)] |

| Item 2 | [removed: | [Properties](#toc265073_4) | | | 14] [added: [Properties](#sA49200736E741D1E143E3027D2BE355C)] | [added: [17](#sA49200736E741D1E143E3027D2BE355C)] |

| Item 3 | [removed: |] [Legal [removed: Proceedings](#toc265073_5) | | | 15] [added: Proceedings](#sB18D0DD395C3EF2BC3AE3027D2EDC9FA)] | [added: [17](#sB18D0DD395C3EF2BC3AE3027D2EDC9FA)] |

10-K 1 a10-k.htm FORM 10-K

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OR

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Yes ý No ¨

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Yes ¨ No ý

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| --- | --- | --- |

| | | |

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| --- | --- | --- |

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| [Part II](#sF2B9986166663BE1D4533027D34A5AFF) | | [18](#sF2B9986166663BE1D4533027D34A5AFF) |

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| --- | --- | --- |

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| --- | --- | --- |

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| [Part IV](#s257D1F322B38D30733C93027D78048EE) | | [52](#s257D1F322B38D30733C93027D78048EE) |

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| --- | --- | --- |

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| [Signatures](#s05F3EF77E818FD6F7E983027D7CFD26E) | | [53](#s05F3EF77E818FD6F7E983027D7CFD26E) |

##### [Table of Contents](#toc)

FORM 10-K

OR

| | | | | |

| --- | --- | --- | --- | --- |

| | | | | | | |

| --- | --- | --- | --- | --- | --- | --- |

| _[Part II](#toc265073_25)_ | | | | | 16 | |

| _[Part IV](#toc265073_27)_ | | | | | 52 | |

| [Signatures](#toc265073_21) | | | | | 53 | |

At December 31, [removed: 2011,] [added: 2012,] we operated [removed: 216] [added: 218] service centers, of which [removed: 139] [added: 150] were owned and [removed: 77] [added: 68] were leased.

Our service centers that are owned include most of our larger facilities and account for [removed: 79.8%] [added: 81.9%] of the total door capacity in our network.

Each of our [added: major] breakbulk facilities is listed below with the number of doors as of December 31, [removed: 2011.][added: 2012.]

| [removed: Service Center] [added: Service Center] | | [removed: Doors] [added: Doors] |

| Morristown, Tennessee | | [removed: 247] [added: 347] |

| Indianapolis, Indiana | | [removed: 223] [added: 318] |

Our [removed: 216] [added: 218] facilities are strategically dispersed over the states in which we operate.

At December 31, [removed: 2011,] [added: 2012,] the terms of our leased properties ranged from month-to-month to a lease that expires in 2023.

We also own [removed: 21] [added: 17] non-operating properties, all of which are held for lease or are planned for future use.

Seven of these properties are leased with lease terms that range from month-to-month to a lease that expires in [removed: 2013.][added: 2017.]

| | | |

##### [Table of Contents](#toc)

[removed: PART II][added: PART II]

##### [Table of Contents](#toc)

[removed: Common] [added: Common] Stock and Dividend [removed: Information][added: Information]

Our common stock is traded on the NASDAQ Global Select [removed: Market, which we refer to as the Nasdaq,] [added: Market ("Nasdaq")] under the symbol ODFL.

At February [removed: 17, 2012,] [added: 15, 2013,] there were approximately [removed: 20,766] [added: 22,409] holders of our common stock, including [removed: 174] [added: 177] shareholders of record.

We did not pay any dividends on our common stock during fiscal year [removed: 2011] [added: 2012] or [removed: 2010,] [added: 2011,] and we have no current plans to declare or pay any dividends on our common stock during fiscal year [removed: 2012.][added: 2013.]

For information concerning restrictions on our ability to make dividend payments, see [removed: _Liquidity] [added: Liquidity] and Capital [removed: Resources_] [added: Resources] in Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Note 2 in Item 8, “Financial Statements and Supplementary Data” of this report.

On [removed: July 30, 2010, our Board of Directors approved] [added: August 13, 2012, we announced] a three-for-two common stock split for shareholders of record as of the close of business on [added: the record date,] August [removed: 9, 2010.][added: 24, 2012.]

On [removed: August 23, 2010,] [added: September 7, 2012] those shareholders received one additional share of common stock for every two shares owned.

In lieu of fractional shares, shareholders received a cash payment based on the average of the high and low sales prices of [removed: the] [added: our] common stock on the record date.

The following table sets forth the high and low sales price of our common stock for the periods indicated, as reported by [removed: the] Nasdaq and as adjusted to give effect to the three-for-two stock split effected in [removed: August 2010:][added: September 2012:]

| | | [removed: 2011] [added: 2011] | | | | | | | | | | | | | | |

| | | [removed: First Quarter] [added: First Quarter] | | | | [removed: Second Quarter] [added: Second Quarter] | | | | [removed: Third Quarter] [added: Third Quarter] | | | | [removed: Fourth Quarter] [added: Fourth Quarter] | | |

[removed: Performance Graph][added: Performance Graph]

The following graph compares the total shareholder cumulative returns, assuming the reinvestment of all dividends, of $100 invested on December 31, [removed: 2006,] [added: 2007,] in (i) our common stock, (ii) the NASDAQ Trucking & Transportation Stocks and (iii) The NASDAQ Stock Market (US) for the five-year period ended December 31, [removed: 2011:][added: 2012:]

[removed: ][added: ]

[removed: Cumulative] [added: Cumulative] Total [removed: Return][added: Return]

| NASDAQ Trucking & Transportation [removed: Stocks................................] [added: Stocks.........] | | $ | 100 | | | $ | [removed: 107] [added: 64] | | | $ | [removed: 69] [added: 75] | | | $ | [removed: 81] [added: 103] | | | $ | [removed: 111] [added: 87] | | | $ | [removed: 94] [added: 92] | |

| | | 2012 | | | | | | | | | | | | | | |

| High | | $ | 32.87 | | | $ | 32.77 | | | $ | 32.06 | | | $ | 35.13 | |

| Low | | $ | 25.54 | | | $ | 27.04 | | | $ | 26.12 | | | $ | 28.75 | |

| | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | |

| High | | $ | 23.54 | | | $ | 25.65 | | | $ | 26.75 | | | $ | 27.73 | |

| Low | | $ | 18.91 | | | $ | 22.41 | | | $ | 18.50 | | | $ | 18.27 | |

| | | 12/31/07 | | | | 12/31/08 | | | | 12/31/09 | | | | 12/31/10 | | | | 12/31/11 | | | | 12/31/12 | | |

| Old Dominion Freight Line, Inc.............................. | | $ | 100 | | | $ | 123 | | | $ | 133 | | | $ | 208 | | | $ | 263 | | | $ | 334 | |

| The NASDAQ Stock Market (US).......................... | | $ | 100 | | | $ | 61 | | | $ | 88 | | | $ | 104 | | | $ | 105 | | | $ | 124 | |

| High | | $ | 35.31 | | | $ | 38.47 | | | $ | 40.12 | | | $ | 41.60 | |

| Low | | $ | 28.37 | | | $ | 33.62 | | | $ | 27.75 | | | $ | 27.40 | |

| | | 2010 | | | | | | | | | | | | | | |

| High | | $ | 23.07 | | | $ | 25.89 | | | $ | 27.29 | | | $ | 32.24 | |

| Low | | $ | 17.56 | | | $ | 21.02 | | | $ | 22.45 | | | $ | 24.36 | |

##### [Table of Contents](#toc)

| | | | | | | | | | | | | | | | | | | | | | | | | |

| | | 12/31/06 | | | | 12/31/07 | | | | 12/31/08 | | | | 12/31/09 | | | | 12/31/10 | | | | 12/31/11 | | |

| Old Dominion Freight Line, Inc...................................................... | | $ | 100 | | | $ | 96 | | | $ | 118 | | | $ | 128 | | | $ | 199 | | | $ | 253 | |

| The NASDAQ Stock Market (US).................................................. | | $ | 100 | | | $ | 108 | | | $ | 66 | | | $ | 95 | | | $ | 113 | | | $ | 114 | |

| | | [removed: Year] [added: Year] Ended December [removed: 31,] [added: 31,] | | | | | | | | | | | | | | | | | | |

| [removed: _(In thousands, except per share amounts] and operating [removed: statistics)_] [added: statistics)] | | [removed: 2011] [added: 2012] | | | | [removed: 2010] [added: 2011] | | | | [removed: 2009] [added: 2010] | | | | [removed: 2008] [added: 2009] | | | | [removed: 2007] [added: 2008] | | |

| [removed: Operating Data:] [added: Operating Data:] | | | | | | | | | | | | | | | | | | | | |

| Revenue from operations | | [removed: $] [added: $] | [removed: 1,882,541] [added: 2,110,483] | | | $ | [removed: 1,480,998] [added: 1,882,541] | | | $ | [removed: 1,245,005] [added: 1,480,998] | | | $ | [removed: 1,537,724] [added: 1,245,005] | | | $ | [removed: 1,401,542] [added: 1,537,724] | |

| Depreciation and amortization expense (1) | | [added: 110,743] | [removed: 90,820] | | | [added: 90,820] | [removed: 80,362] | | | [added: 80,362] | [removed: 94,784] | | | [added: 94,784] | [removed: 87,083] | | | [added: 87,083] | [removed: 79,863] | |

| Total operating expenses | | [added: 1,825,229] | [removed: 1,648,469] | | | [added: 1,648,469] | [removed: 1,343,259] | | | [added: 1,343,259] | [removed: 1,174,614] | | | [added: 1,174,614] | [removed: 1,408,654] | | | [added: 1,408,654] | [removed: 1,271,605] | |

| Operating income | | [added: 285,254] | [removed: 234,072] | | | [added: 234,072] | [removed: 137,739] | | | [added: 137,739] | [removed: 70,391] | | | [added: 70,391] | [removed: 129,070] | | | [added: 129,070] | [removed: 129,937] | |

| Interest expense, net (2) | | [added: 11,428] | [removed: 13,887] | | | [added: 13,887] | [removed: 12,465] | | | [added: 12,465] | [removed: 12,998] | | | [added: 12,998] | [removed: 13,012] | | | [added: 13,012] | [removed: 12,960] | |

| Provision for income taxes | | [added: 103,646] | [removed: 80,614] | | | [added: 80,614] | [removed: 48,775] | | | [added: 48,775] | [removed: 22,294] | | | [added: 22,294] | [removed: 43,989] | | | [added: 43,989] | [removed: 43,963] | |

| Net income | | [added: 169,452] | [removed: 139,470] | | | [added: 139,470] | [removed: 75,651] | | | [added: 75,651] | [removed: 34,871] | | | [added: 34,871] | [removed: 68,677] | | | [added: 68,677] | [removed: 71,832] | |

| [removed: Per] [added: Per] Share [removed: Data:] [added: Data:] | | | | | | | | | | | | | | | | | | | | |

| [removed: Balance] [added: Balance] Sheet [removed: Data:] [added: Data:] | | | | | | | | | | | | | | | | | | | | |

| Cash, cash equivalents and short-term investments | | [added: 12,857] | [removed: 75,850] | | | [added: 75,850] | [removed: 5,450] | | | [added: 5,450] | [removed: 4,171] | | | [added: 4,171] | [removed: 28,965] | | | [added: 28,965] | [removed: 30,703] | |

| Current assets | | [added: 275,028] | [removed: 331,852] | | | [added: 331,852] | [removed: 222,582] | | | [added: 222,582] | [removed: 174,175] | | | [added: 174,175] | [removed: 209,230] | | | [added: 209,230] | [removed: 216,277] | |

| Total assets | | [added: 1,712,514] | [removed: 1,513,074] | | | [added: 1,513,074] | [removed: 1,239,881] | | | [added: 1,239,881] | [removed: 1,159,278] | | | [added: 1,159,278] | [removed: 1,074,905] | | | [added: 1,074,905] | [removed: 981,048] | |

| Current liabilities | | [added: 225,139] | [removed: 204,810] | | | [added: 204,810] | [removed: 170,046] | | | [added: 170,046] | [removed: 148,125] | | | [added: 148,125] | [removed: 142,190] | | | [added: 142,190] | [removed: 127,723] | |

| Long-term debt (including current maturities) | | [added: 240,407] | [removed: 269,185] | | | [added: 269,185] | [removed: 271,217] | | | [added: 271,217] | [removed: 305,532] | | | [added: 305,532] | [removed: 251,989] | | | [added: 251,989] | [removed: 263,754] | |

| Shareholders’ equity | | [added: 1,025,969] | [removed: 856,519] | | | [added: 856,519] | [removed: 668,649] | | | [added: 668,649] | [removed: 593,000] | | | [added: 593,000] | [removed: 558,129] | | | [added: 558,129] | [removed: 489,452] | |

| [removed: Operating Statistics:] [added: Operating Statistics:] | | | | | | | | | | | | | | | | | | | | |

| Operating ratio | | [added: 86.5] | [removed: 87.6] | [removed: %] [added: %] | | [added: 87.6] | [removed: 90.7] | % | | [added: 90.7] | [removed: 94.3] | % | | [added: 94.3] | [removed: 91.6] | % | | [added: 91.6] | [removed: 90.7] | % |

| Revenue per hundredweight | | [removed: $] [added: $] | [removed: 14.72] [added: 15.35] | | | $ | [removed: 13.09] [added: 14.72] | | | $ | [removed: 12.70] [added: 13.09] | | | $ | [removed: 13.88] [added: 12.70] | | | $ | [removed: 13.30] [added: 13.88] | |

| Revenue per intercity mile | | [removed: $] [added: $] | [removed: 4.83] [added: 5.02] | | | $ | [removed: 4.38] [added: 4.83] | | | $ | [removed: 4.16] [added: 4.38] | | | $ | [removed: 4.60] [added: 4.16] | | | $ | [removed: 4.31] [added: 4.60] | |

| Intercity miles [removed: _(in thousands)_] [added: (in thousands)] | | [added: 420,214] | [removed: 389,588] | | | [added: 389,588] | [removed: 338,504] | | | [added: 338,504] | [removed: 299,330] | | | [added: 299,330] | [removed: 334,219] | | | [added: 334,219] | [removed: 325,268] | |

| Total tons (in thousands) | | [added: 6,875] | [removed: 6,397] | | | [added: 6,397] | [removed: 5,656] | | | [added: 5,656] | [removed: 4,902] | | | [added: 4,902] | [removed: 5,545] | | | [added: 5,545] | [removed: 5,271] | |

| Total shipments [removed: _(in thousands)_] [added: (in thousands)] | | [added: 7,765] | [removed: 7,256] | | | [added: 7,256] | [removed: 6,327] | | | [added: 6,327] | [removed: 5,750] | | | [added: 5,750] | [removed: 6,691] | | | [added: 6,691] | [removed: 6,765] | |

| Average length of haul [removed: (4) _(miles)_] [added: (miles)] | | [added: 941] | [removed: 952] | | | [added: 952] | [removed: 948] | | | [added: 948] | [removed: 928] | | | [added: 928] | [removed: 901] | | | [added: 901] | [removed: 926] | |

| (3) | Per share data has been restated retroactively for the three-for-two stock [removed: split] [added: splits] effected in [added: September 2012 and] August 2010. |

| (In thousands, except per share amounts | | | | | | | | | | | | | | | | | | | | |

| Diluted earnings per share (3) | | 1.97 | | | | 1.63 | | | | 0.90 | | | | 0.42 | | | | 0.82 | | |

| | |

| | |

| | |

| | | | | | | | | | | | | | | | | | | | | |

| Diluted earnings per share (3) | | | 2.44 | | | | 1.35 | | | | 0.62 | | | | 1.23 | | | | 1.28 | |

| --- | --- |

| (4) | We refined our average length of haul in 2008 by excluding miles driven by our agent carriers. As a result, our average length of haul is restated for the year ended December 31, 2007. |

[removed: OLD] [added: OLD] DOMINION FREIGHT LINE, [removed: INC.][added: INC.]

[removed: BALANCE SHEETS][added: BALANCE SHEETS]

| | | [removed: December 31,] [added: December 31,] | | | | | | |

| [removed: _(In] [added: (In] thousands, except share [removed: data)_] [added: and per share data)] | | [removed: 2011] [added: 2012] | | | | [added: 2011 | | | |] 2010 | | |

| [removed: ASSETS] [added: ASSETS] | | | | | | | | |

| Cash and cash equivalents | | [removed: $] [added: $] | [removed: 75,850] [added: 12,857] | | | $ | [removed: 5,450] [added: 75,850] | |

| Customer receivables, less allowances of [removed: $9,173] [added: $8,561] and [removed: $8,475,] [added: $9,173,] respectively | | [added: 219,039] | [removed: 213,481] | | | [added: 213,481] | [removed: 172,989] | |

| Other receivables | | [added: 1,324] | [removed: 4,441] | | | [added: 4,441] | [removed: 7,711] | |

| Prepaid expenses and other current assets | | [added: 21,754] | [removed: 18,614] | | | [added: 18,614] | [removed: 17,766] | |

| Deferred income taxes | | [added: 20,054] | [removed: 19,466] | | | [added: 19,466] | [removed: 18,666] | |

| Total current assets | | [added: 275,028] | [removed: 331,852] | | | [added: 331,852] | [removed: 222,582] | |

| Revenue equipment | | [added: 922,030] | [removed: 789,984] | | | [added: 789,984] | [removed: 701,648] | |

| Land and structures | | [added: 874,768] | [removed: 738,359] | | | [added: 738,359] | [removed: 667,917] | |

| Other fixed assets | | [added: 225,298] | [removed: 214,816] | | | [added: 214,816] | [removed: 170,533] | |

| Leasehold improvements | | [added: 6,128] | [removed: 5,773] | | | [added: 5,773] | [removed: 4,421] | |

| Total property and equipment | | [added: 2,028,224] | [removed: 1,748,932] | | | [added: 1,748,932] | [removed: 1,544,519] | |

| Less: Accumulated depreciation | | [added: (648,919] | [removed: (621,982] | [removed: )] [added: )] | | [added: (621,982] | [removed: (580,303] | ) |

| Net property and equipment | | [added: 1,379,305] | [removed: 1,126,950] | | | [added: 1,126,950] | [removed: 964,216] | |

| Goodwill | | [removed: | 19,463] [added: 19,463] | | | | 19,463 | | [added: |]

| Other assets | | [added: 38,718] | [removed: 34,809] | | | [added: 34,809] | [removed: 33,620] | |

| Total assets | | [removed: $] [added: $] | [removed: 1,513,074] [added: 1,712,514] | | | $ | [removed: 1,239,881] [added: 1,513,074] | |

| [removed: LIABILITIES] [added: LIABILITIES] AND SHAREHOLDERS’ [removed: EQUITY] [added: EQUITY] | | | | | | | | |

| Accounts payable | | [removed: $] [added: $] | [removed: 42,096] [added: 44,891] | | | $ | [removed: 29,221] [added: 42,096] | |

| Compensation and benefits | | [added: 80,047] | [removed: 66,740] | | | [added: 66,740] | [removed: 51,355] | |

| Claims and insurance accruals | | [added: 33,990] | [removed: 35,934] | | | [added: 35,934] | [removed: 33,927] | |

| Other accrued liabilities | | [added: 20,906] | [removed: 20,686] | | | [added: 20,654] | [removed: 18,413] | |

| Current maturities of long-term debt | | [added: 38,978] | [removed: 39,354] | | | [added: 39,354] | [removed: 37,130] | |

| Total current liabilities | | [added: 225,139] | [removed: 204,810] | | | [added: 204,810] | [removed: 170,046] | |

| Long-term debt | | [added: 201,429] | [removed: 229,831] | | | [added: 229,831] | [removed: 234,087] | |

| Other non-current liabilities | | [added: 106,791] | [removed: 86,998] | | | [added: 86,998] | [removed: 76,331] | |

| Deferred income taxes | | [added: 153,186] | [removed: 134,916] | | | [added: 134,916] | [removed: 90,768] | |

| Total long-term liabilities | | [added: 461,406] | [removed: 451,745] | | | [added: 451,745] | [removed: 401,186] | |

| Commitments and contingent liabilities | | | [removed: 0] | | | | [removed: 0] | |

| Total liabilities | | [added: 686,545] | [removed: 656,555] | | | [added: 656,555] | [removed: 571,232] | |

| Common stock - $0.10 par value, [removed: 70,000,000] [added: 140,000,000] shares authorized, [removed: 57,443,324] [added: 86,164,917] and [removed: 55,926,945] [added: 86,164,986] shares outstanding at December 31, [removed: 2011] [added: 2012] and [removed: 2010,] [added: 2011,] respectively | | [added: 8,616] | [removed: 5,744] | | | [added: 8,616] | [removed: 5,593] | |

| Capital in excess of par value | | [added: 134,401] | [removed: 137,275] | | | [added: 134,403] | [removed: 89,026] | |

| Retained earnings | | [added: 882,952] | [removed: 713,500] | | | [added: 713,500] | [removed: 574,030] | |

| Total shareholders’ equity | | [added: 1,025,969] | [removed: 856,519] | | | [added: 856,519] | [removed: 668,649] | |

| Total liabilities and shareholders’ equity | | [removed: $] [added: $] | [removed: 1,513,074] [added: 1,712,514] | | | $ | [removed: 1,239,881] [added: 1,513,074] | |

[removed: _The] [added: The] accompanying notes are an integral part of these financial [removed: statements._][added: statements.]

| Income taxes payable | | 6,327 | | | | 32 | | |

| Basic | | $1.97 | | | | $1.63 | | | | $0.90 | | |

| Diluted | | $1.97 | | | | $1.63 | | | | $0.90 | | |

| Basic | | 86,164,964 | | | | 85,719,728 | | | | 83,890,483 | | |

| Diluted | | 86,164,964 | | | | 85,719,728 | | | | 83,890,483 | | |

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

OLD DOMINION FREIGHT LINE, INC.

| | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | Capital in | | | | | | | | | | |

| Other | | — | | | — | | | | (2 | | ) | | — | | | | (2 | | ) |

| Net income | | — | | | — | | | | — | | | | 169,452 | | | | 169,452 | | |

| Other | | — | | | — | | | | (2 | | ) | | — | | | | (2 | | ) |

| Balance as of December 31, 2012 | | 86,165 | | | $ | 8,616 | | | $ | 134,401 | | | $ | 882,952 | | | $ | 1,025,969 | |

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

OLD DOMINION FREIGHT LINE, INC.

| | | Year Ended December 31, | | | | | | | | | | |

| Depreciation and amortization | | 110,743 | | | | 90,820 | | | | 80,362 | | |

| Net cash provided by operating activities | | 328,056 | | | | 277,934 | | | | 140,522 | | |

| Net cash used in investing activities | | (361,175 | | ) | | (245,332 | | ) | | (103,743 | | ) |

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

OLD DOMINION FREIGHT LINE, INC.

We also offer worldwide freight forwarding services.

OLD DOMINION FREIGHT LINE, INC.

| | | |

This initial assessment provides a basis for determining whether it is necessary to perform the two-step goodwill impairment test required by Accounting Standards Codification (“ASC”) Topic 350.

OLD DOMINION FREIGHT LINE, INC.

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

| | | | |

| --- | --- | --- | --- |

| | | | |

| 2017 | $ | 210 | |

We also had an SIR of $400,000 per occurrence (with a $200,000 aggregate over our retention level) for group health claims.

Our liability for claims and insurance totaled $93.5 million and $86.0 million at December 31, 2012 and 2011, respectively.

On August 13, 2012, we announced a three-for-two common stock split for shareholders of record as of the close of business on the record date, August 24, 2012.

In lieu of fractional shares, shareholders received a cash payment based on the average of the high and low sales prices of our common stock on the record date.

On August 23, 2010, those shareholders received one additional share of common

OLD DOMINION FREIGHT LINE, INC.

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

| | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

##### [Table of Contents](#toc)

| | | | | | | | | | | | | |

| Basic | | $ | 2.44 | | | $ | 1.35 | | | $ | 0.62 | |

| Diluted | | $ | 2.44 | | | $ | 1.35 | | | $ | 0.62 | |

| Basic | | | 57,146,486 | | | | 55,926,988 | | | | 55,927,013 | |

| Diluted | | | 57,146,486 | | | | 55,926,988 | | | | 55,927,013 | |

| | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Balance as of December 31, 2008 | | | 55,927 | | | $ | 5,593 | | | $ | 89,028 | | | $ | 463,508 | | | $ | 558,129 | |

| Purchase of fractional shares | | | 0 | | | | 0 | | | | (2 | ) | | | 0 | | | | (2 | ) |

| Net cash provided by operating activities | | | 277,380 | | | | 141,076 | | | | 130,716 | |

| Proceeds from sale of short-term investment securities | | | 0 | | | | 0 | | | | 4,861 | |

| Net cash used in investing activities | | | (244,778 | ) | | | (104,297 | ) | | | (203,724 | ) |

| Fair value of property exchanged | | $ | 0 | | | $ | 544 | | | $ | 1,277 | |

Through marketing and carrier relationships, we also offer door-to-door international freight services to and from all of North America, Central America, South America and the Far East.

We are also exposed to credit risk associated with Company-owned life insurance contracts on certain employees.

We utilize a third-party to manage these assets and minimize our exposure to fluctuations in equity markets related to these variable life insurance contracts.

In 2011, we adopted Accounting Standards Update (“ASU”) 2011-08, _Testing Goodwill for Impairment,_ which allows us to first assess

qualitative factors to determine whether it is necessary to perform the two-step quantitative goodwill impairment test.

The amendment includes events and circumstances for us to consider when conducting the qualitative assessment.

| | | | | |

| --- | --- | --- | --- | --- |

| 2012 | | $ | 908 | |

Cargo loss and damage claims are self-insured up to $100,000 per occurrence.

We are exposed to workers’ compensation claims up to $1.0 million per occurrence, through either self-insurance or insurance deductibles.

In 2011, we self-insured our group health claims up to $375,000 per occurrence plus an aggregate $200,000 over this retention level.

We reserved $86.0 million and $79.3 million at December 31, 2011 and 2010, respectively, for self-insured claims and insurance reserves.

The cash surrender value relating to Company-owned life insurance contracts is included in “Other assets” on our Balance Sheets and totaled $27.6 million and $25.8 million at December 31, 2011 and 2010, respectively, which approximates fair value.

_Common Stock Split_

_Recent Accounting Pronouncements_

In September 2011, the Financial Accounting Standards Board issued ASU 2011-08, _Testing Goodwill for Impairment_, which provides amendments to the existing two-step goodwill impairment test as described in Topic 350, _Intangibles—Goodwill and Other_.

The amendments permit a first assessment of qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the two-step goodwill impairment test.

The qualitative assessment is optional, allowing companies to go directly to the quantitative assessment.

Although amendments of ASU 2011-08 are effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011, early adoption was permitted.

We adopted the provisions of ASU 2011-08 in the fourth quarter of 2011 without a material impact on our financial position, results of operations or cash flows.

Included in our senior notes is $95.0 million related to a Note Purchase Agreement by and among the Company and the purchasers, dated as of January 3, 2011.

Under this agreement, we issued $50.0 million of privately-placed Senior Notes, Tranche A (the “Tranche A Notes”) and $45.0 million of privately-placed Senior Notes, Tranche B (the “Tranche B Notes” and, together with the Tranche A Notes, the “Notes”) on January 3, 2011.

The Notes are unsecured and rank equally in right of repayment with the Company’s other senior unsecured indebtedness.

Management has conducted an evaluation, with the participation of our CEO and CFO, of the effectiveness of our internal control over financial reporting as of December 31, [removed: 2011] [added: 2012] based on the framework in [removed: _Internal] [added: Internal] Control – Integrated [removed: Framework_] [added: Framework] issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Management concluded that our internal control over financial reporting was effective as of December 31, [removed: 2011,] [added: 2012,] based on our evaluation under the framework in [removed: _Internal] [added: Internal] Control – Integrated [removed: Framework_.][added: Framework.]

The effectiveness of our internal control over financial reporting as of December 31, [removed: 2011] [added: 2012] has been audited by Ernst & Young LLP, an independent registered public accounting firm, as stated in their report which is included herein.