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| (a)(1) | Financial Statements. |
The following financial statements of Old Dominion Freight Line, Inc. are included in Item 8:
Balance Sheets – December 31, 2012 and December 31, 2011
Statements of Operations – Years ended December 31, 2012, December 31, 2011 and December 31, 2010
Statements of Changes in Shareholders’ Equity – Years ended December 31, 2012, December 31, 2011 and December 31, 2010
Statements of Cash Flows – Years ended December 31, 2012, December 31, 2011 and December 31, 2010
Notes to the Financial Statements
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| (a)(2) | Financial Statement Schedules. |
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 Expense | | | | Deductions(2) | | | | Balance at End of Period | | |
| 2010 | | $ | 10,199 | | | $ | 545 | | | $ | 3,944 | | | $ | 6,800 | |
| 2011 | | $ | 6,800 | | | $ | 3,200 | | | $ | 2,723 | | | $ | 7,277 | |
| 2012 | | $ | 7,277 | | | $ | 2,123 | | | $ | 2,118 | | | $ | 7,282 | |
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| (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. |
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.
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| (c) | Separate Financial Statements and Schedules. |
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 28, 2013 | | | | 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 Board of Directors | | February 28, 2013 |
| Earl E. Congdon | | | | |
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| /s/ DAVID S. CONGDON | | Director, President and Chief Executive Officer | | February 28, 2013 |
| David S. Congdon | | (Principal Executive Officer) | | |
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| /s/ J. PAUL BREITBACH | | Director | | February 28, 2013 |
| J. Paul Breitbach | | | | |
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| /s/ JOHN R. CONGDON | | Director | | February 28, 2013 |
| John R. Congdon | | | | |
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| /s/ JOHN R. CONGDON, JR. | | Director | | February 28, 2013 |
| John R. Congdon, Jr. | | | | |
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| /s/ ROBERT G. CULP, III | | Director | | February 28, 2013 |
| Robert G. Culp, III | | | | |
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| /s/ JOHN D. KASARDA | | Director | | February 28, 2013 |
| John D. Kasarda | | | | |
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| /s/ LEO H. SUGGS | | Director | | February 28, 2013 |
| Leo H. Suggs | | | | |
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| /s/ D. MICHAEL WRAY | | Director | | February 28, 2013 |
| D. Michael Wray | | | | |
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| /s/ J. WES FRYE | | Senior Vice President – Finance | | February 28, 2013 |
| J. Wes Frye | | and Chief Financial Officer | | |
| | (Principal Financial Officer) | | |
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| /s/ JOHN P. BOOKER III | | Vice President – Controller | | February 28, 2013 |
| 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, 2012
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| Exhibit No. | | Description |
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| 3.1.1(a) | | Amended and Restated Articles of Incorporation of Old Dominion Freight Line, Inc. (as amended July 30, 2004) |
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| 3.1.2(v) | | Articles of Amendment of Old Dominion Freight Line, Inc. |
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| 3.2 | | Amended and Restated Bylaws of Old Dominion Freight Line, Inc. |
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| 4.1 | | Specimen certificate of Common Stock |
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| 4.6.10(b) | | 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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| 4.9(e) | | 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(f) | | 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(m) | | 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(m) | | 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(p) | | 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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| 10.17.6(g)* | | 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(g)* | | 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(g)* | | 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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| 10.17.10(l)* | | 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(l)* | | 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(r)* | | 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(r)* | | 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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| 10.17.14(u)* | | Termination of Agreement, effective as of August 3, 2012, by and between Old Dominion Freight Line, Inc. and John R. Congdon |
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| Exhibit No. | | Description |
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| 10.17.15(w)* | | Old Dominion Freight Line, Inc. 2012 Phantom Stock Plan |
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| 10.17.16(w)* | | Form of Old Dominion Freight Line, Inc. 2012 Phantom Stock Plan Phantom Stock Award Agreement |
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| 10.17.17(w)* | | Second Amended and Restated Employment Agreement by and between Old Dominion Freight Line, Inc. and Earl E. Congdon, effective as of November 1, 2012 |
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| 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 |
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| 10.18.3(h)* | | Old Dominion Freight Line, Inc. Director Phantom Stock Plan |
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| 10.18.4(h)* | | Form of Old Dominion Freight Line, Inc. Director Phantom Stock Plan Award Agreement |
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| 10.18.5(i)* | | Non-Executive Director Compensation Structure, effective January 1, 2008 |
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| 10.18.6(o)* | | Non-Executive Director Compensation Structure, effective January 1, 2011 |
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| 10.18.7(o)* | | Old Dominion Freight Line, Inc. Director Phantom Stock Plan, as amended through April 1, 2011 |
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| 10.19.1(c)* | | Old Dominion Freight Line, Inc. Phantom Stock Plan, effective as of May 16, 2005 |
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| 10.19.3(d)* | | Form of Old Dominion Freight Line, Inc. Phantom Stock Award Agreement |
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| 10.19.4(i)* | | Old Dominion Freight Line, Inc. Phantom Stock Plan, effective as of January 1, 2009 |
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| 10.19.5(i)* | | 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(j)* | | Amendment to Old Dominion Freight Line, Inc. Phantom Stock Plan, effective as of May 18, 2009 |
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| 10.19.7(q)* | | 2011 Declaration of Amendment to Old Dominion Freight Line, Inc. Phantom Stock Plan, effective as of May 17, 2011 |
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| 10.19.8(t)* | | Old Dominion Freight Line, Inc. Phantom Stock Award Agreement |
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| 10.20.1(k)* | | 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(d)* | | Form of Annual Salary and Bonus Deduction Agreement |
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| 10.20.3(s)* | | 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(g)* | | Old Dominion Freight Line, Inc. Performance Incentive Plan |
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| 10.22(n) | | 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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| 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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| Exhibit No. | | Description |
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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, 2012, filed on February 28, 2013, formatted in XBRL (eXtensible Business Reporting Language) includes: (i) the Balance Sheets at December 31, 2012 and December 31, 2011, (ii) the Statements of Operations for the years ended December 31, 2012, December 31, 2011 and December 31, 2010, (iii) the Statements of Changes in Shareholders’ Equity for the years ended December 31, 2012, December 31, 2011 and December 31, 2010, (iv) the Statements of Cash Flows for the years ended December 31, 2012, December 31, 2011 and December 31, 2010, and (v) the Notes to the Financial Statements |
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| (a) | 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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| (b) | 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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| (c) | 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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| (d) | 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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| (e) | 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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| (f) | 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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| (g) | 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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| (h) | 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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| (i) | 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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| (j) | 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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| (k) | 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, filed on March 1, 2010 |
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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 28, 2010 |
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| (m) | 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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| (n) | 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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| (o) | 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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| (p) | 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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| (q) | 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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| (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 6, 2012 |
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| (s) | 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, 2011, filed on February 29, 2012 |
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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 July 5, 2012 |
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| (u) | Incorporated by reference to the exhibit of the same number contained in the Company’s Current Report on Form 8-K filed on August 3, 2012 |
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| (v) | 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, 2012, filed on August 9, 2012 |
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| (w) | Incorporated by reference to the exhibit of the same number contained in the Company’s Current Report on Form 8-K filed on November 5, 2012 |
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| * | Denotes an executive compensation plan or agreement |
Our SEC file number reference for documents filed with the SEC pursuant to the Securities Exchange Act of 1934, as amended, is 0-19582.
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