x
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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VIRGINIA
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56-0751714
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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Title of each class
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Name of each exchange on which registered
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Common Stock ($0.10 par value)
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The NASDAQ Stock Market LLC
(NASDAQ Global Select Market)
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Large accelerated filer
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x
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Accelerated filer
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¨
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Non-accelerated filer
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¨
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Smaller reporting company
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¨
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(Do not check if a smaller reporting company)
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Item 1
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Item 1A
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Item 1B
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Item 2
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Item 3
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Item 4
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Item 5
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Item 6
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Item 7
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Item 7A
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Item 8
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Item 9
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Item 9A
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Item 9B
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Item 10
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Item 11
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Item 12
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Item 13
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Item 14
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Type of Equipment
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Number of
Units
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Average Age
(In years)
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||
Tractors
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6,099
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4.2
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Linehaul trailers
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17,280
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6.1
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P&D trailers
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6,901
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13.2
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Full-Time Employees
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Number of
Employees
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Drivers
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6,940
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Platform
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2,050
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Fleet technicians
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461
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Sales
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513
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Salaried, clerical and other
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3,052
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Total
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13,016
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•
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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;
|
•
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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;
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•
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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;
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•
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many customers reduce the number of carriers they use by selecting “core carriers” as approved transportation service providers and we may not be selected;
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•
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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;
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•
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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;
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•
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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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•
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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;
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•
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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
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•
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competition from non-asset-based logistics and freight brokerage companies may adversely affect our customer relationships and ability to maintain sufficient pricing.
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•
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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;
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•
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restrictive work rules could hamper our efforts to improve and sustain operating efficiency;
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•
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restrictive work rules could impair our service reputation and limit our ability to provide next-day services;
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•
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a strike or work stoppage would negatively impact our profitability and could damage customer and employee relationships; and
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•
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an election and bargaining process could divert management’s time and attention from our overall objectives and impose significant expenses.
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•
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geographic expansion requires start-up costs that could expose us to temporary losses;
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•
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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;
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•
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growth may strain our management, capital resources, information systems and customer service;
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•
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hiring new employees may increase training costs and may result in temporary inefficiencies until those employees become proficient in their jobs; and
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•
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expanding our service offerings may require us to enter into new markets and encounter new competitive challenges.
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•
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we may not achieve anticipated levels of revenue, efficiency, cash flows and profitability;
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•
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we may experience difficulties managing businesses that are outside our historical core competency and markets;
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•
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we may underestimate the resources required to support acquisitions, which could disrupt our ongoing business and distract our management;
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•
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we may incur unanticipated costs to our infrastructure to support new business lines or separate legal entities;
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•
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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;
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•
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liabilities we assume could be greater than our original estimates or not disclosed to us at the time of acquisition;
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•
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we may incur additional indebtedness or we may issue additional equity to finance future acquisitions, which could be dilutive to our shareholders;
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•
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potential loss of key employees and customers of the acquired company; and
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•
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an inability to recognize projected cost savings and economies of scale.
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•
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Actual or anticipated variations in earnings, financial or operating performance or liquidity;
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•
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Changes in analysts’ recommendations or projections;
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•
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Failure to meet analysts’ projections;
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•
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General economic and capital market conditions;
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•
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Announcements of developments related to our business;
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•
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Operating and stock performance of other companies deemed to be peers;
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•
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Actions by government regulators; and
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•
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News reports of trends, concerns and other issues related to us or our industry, including changes in regulations.
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•
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limit who may call a special meeting of shareholders;
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•
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require shareholder action by written consent to be unanimous;
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•
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establish advance notice requirements for nominations for election to our Board of Directors or for proposing matters that can be acted upon at shareholder meetings;
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•
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may make it difficult to merge with or otherwise absorb a Virginia corporation acquired in a tender offer for the three years after the acquisition; and
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•
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may make an unsolicited attempt to gain control of us more difficult by restricting the right of specified shareholders to vote newly acquired large blocks of stock.
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Service Center
|
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Doors
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Morristown, Tennessee
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347
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Indianapolis, Indiana
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318
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Harrisburg, Pennsylvania
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305
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Rialto, California
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265
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Dallas, Texas
|
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234
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Atlanta, Georgia
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227
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Greensboro, North Carolina
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219
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Memphis, Tennessee
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169
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Chicago, Illinois
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134
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Salt Lake City, Utah
|
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129
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2012
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||||||||||||||
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First
Quarter
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Second
Quarter
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Third
Quarter
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Fourth
Quarter
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||||||||
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|||||||||||||||
High
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$
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32.87
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|
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$
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32.77
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$
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32.06
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|
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$
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35.13
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Low
|
|
$
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25.54
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|
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$
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27.04
|
|
|
$
|
26.12
|
|
|
$
|
28.75
|
|
|
|
2011
|
||||||||||||||
|
|
First
Quarter
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|
Second
Quarter
|
|
Third
Quarter
|
|
Fourth
Quarter
|
||||||||
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|
|||||||||||||||
High
|
|
$
|
23.54
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|
|
$
|
25.65
|
|
|
$
|
26.75
|
|
|
$
|
27.73
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Low
|
|
$
|
18.91
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|
|
$
|
22.41
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|
|
$
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18.50
|
|
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$
|
18.27
|
|
|
|
12/31/07
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|
12/31/08
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12/31/09
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12/31/10
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|
12/31/11
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12/31/12
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||||||||||||
Old Dominion Freight Line, Inc..............................
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|
$
|
100
|
|
|
$
|
123
|
|
|
$
|
133
|
|
|
$
|
208
|
|
|
$
|
263
|
|
|
$
|
334
|
|
NASDAQ Trucking & Transportation Stocks.........
|
|
$
|
100
|
|
|
$
|
64
|
|
|
$
|
75
|
|
|
$
|
103
|
|
|
$
|
87
|
|
|
$
|
92
|
|
The NASDAQ Stock Market (US)..........................
|
|
$
|
100
|
|
|
$
|
61
|
|
|
$
|
88
|
|
|
$
|
104
|
|
|
$
|
105
|
|
|
$
|
124
|
|
|
|
Year Ended December 31,
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||||||||||||||||||
(In thousands, except per share amounts
|
|
|
|
|
|
|
|
|
|
|
||||||||||
and operating statistics)
|
|
2012
|
|
2011
|
|
2010
|
|
2009
|
|
2008
|
||||||||||
Operating Data:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenue from operations
|
|
$
|
2,110,483
|
|
|
$
|
1,882,541
|
|
|
$
|
1,480,998
|
|
|
$
|
1,245,005
|
|
|
$
|
1,537,724
|
|
Depreciation and amortization expense
(1)
|
|
110,743
|
|
|
90,820
|
|
|
80,362
|
|
|
94,784
|
|
|
87,083
|
|
|||||
Total operating expenses
|
|
1,825,229
|
|
|
1,648,469
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|
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1,343,259
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|
|
1,174,614
|
|
|
1,408,654
|
|
|||||
Operating income
|
|
285,254
|
|
|
234,072
|
|
|
137,739
|
|
|
70,391
|
|
|
129,070
|
|
|||||
Interest expense, net
(2)
|
|
11,428
|
|
|
13,887
|
|
|
12,465
|
|
|
12,998
|
|
|
13,012
|
|
|||||
Provision for income taxes
|
|
103,646
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|
|
80,614
|
|
|
48,775
|
|
|
22,294
|
|
|
43,989
|
|
|||||
Net income
|
|
169,452
|
|
|
139,470
|
|
|
75,651
|
|
|
34,871
|
|
|
68,677
|
|
|||||
Per Share Data:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Diluted earnings per share
(3)
|
|
1.97
|
|
|
1.63
|
|
|
0.90
|
|
|
0.42
|
|
|
0.82
|
|
|||||
Balance Sheet Data:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash, cash equivalents and short-term investments
|
|
12,857
|
|
|
75,850
|
|
|
5,450
|
|
|
4,171
|
|
|
28,965
|
|
|||||
Current assets
|
|
275,028
|
|
|
331,852
|
|
|
222,582
|
|
|
174,175
|
|
|
209,230
|
|
|||||
Total assets
|
|
1,712,514
|
|
|
1,513,074
|
|
|
1,239,881
|
|
|
1,159,278
|
|
|
1,074,905
|
|
|||||
Current liabilities
|
|
225,139
|
|
|
204,810
|
|
|
170,046
|
|
|
148,125
|
|
|
142,190
|
|
|||||
Long-term debt (including current maturities)
|
|
240,407
|
|
|
269,185
|
|
|
271,217
|
|
|
305,532
|
|
|
251,989
|
|
|||||
Shareholders’ equity
|
|
1,025,969
|
|
|
856,519
|
|
|
668,649
|
|
|
593,000
|
|
|
558,129
|
|
|||||
Operating Statistics:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating ratio
|
|
86.5
|
%
|
|
87.6
|
%
|
|
90.7
|
%
|
|
94.3
|
%
|
|
91.6
|
%
|
|||||
Revenue per hundredweight
|
|
$
|
15.35
|
|
|
$
|
14.72
|
|
|
$
|
13.09
|
|
|
$
|
12.70
|
|
|
$
|
13.88
|
|
Revenue per intercity mile
|
|
$
|
5.02
|
|
|
$
|
4.83
|
|
|
$
|
4.38
|
|
|
$
|
4.16
|
|
|
$
|
4.60
|
|
Intercity miles
(in thousands)
|
|
420,214
|
|
|
389,588
|
|
|
338,504
|
|
|
299,330
|
|
|
334,219
|
|
|||||
Total tons (in thousands)
|
|
6,875
|
|
|
6,397
|
|
|
5,656
|
|
|
4,902
|
|
|
5,545
|
|
|||||
Total shipments
(in thousands)
|
|
7,765
|
|
|
7,256
|
|
|
6,327
|
|
|
5,750
|
|
|
6,691
|
|
|||||
Average length of haul
(miles)
|
|
941
|
|
|
952
|
|
|
948
|
|
|
928
|
|
|
901
|
|
(1)
|
Our 2010 results 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.
|
(2)
|
For the purpose of this table, interest expense is presented net of interest income.
|
(3)
|
Per share data has been restated retroactively for the three-for-two stock splits effected in September 2012 and August 2010.
|
•
|
Revenue Per Hundredweight
– This measurement reflects the application of our pricing 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. 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 metrics results in a better indicator of changes in our yields by matching total billed revenue with the corresponding weight of those shipments.
|
•
|
Weight Per 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 customers' products and overall increased economic activity. 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.
|
•
|
Average Length of 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. 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.
|
|
|
2012
|
|
2011
|
|
2010
|
|||
Revenue from operations
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
Operating expenses:
|
|
|
|
|
|
|
|||
Salaries, wages and benefits
|
|
50.5
|
|
|
50.8
|
|
|
54.6
|
|
Operating supplies and expenses
|
|
17.9
|
|
|
18.9
|
|
|
16.5
|
|
General supplies and expenses
|
|
2.8
|
|
|
2.6
|
|
|
2.8
|
|
Operating taxes and licenses
|
|
3.2
|
|
|
3.4
|
|
|
3.8
|
|
Insurance and claims
|
|
1.4
|
|
|
1.5
|
|
|
1.7
|
|
Communication and utilities
|
|
1.0
|
|
|
1.0
|
|
|
1.0
|
|
Depreciation and amortization
|
|
5.3
|
|
|
4.8
|
|
|
5.4
|
|
Purchased transportation
|
|
3.3
|
|
|
3.4
|
|
|
3.4
|
|
Building and office equipment rents
|
|
0.6
|
|
|
0.7
|
|
|
1.0
|
|
Miscellaneous expenses, net
|
|
0.5
|
|
|
0.5
|
|
|
0.5
|
|
Total operating expenses
|
|
86.5
|
|
|
87.6
|
|
|
90.7
|
|
Operating income
|
|
13.5
|
|
|
12.4
|
|
|
9.3
|
|
Interest expense, net
(1)
|
|
0.6
|
|
|
0.7
|
|
|
0.8
|
|
Other expense, net
|
|
—
|
|
|
—
|
|
|
0.1
|
|
Income before income taxes
|
|
12.9
|
|
|
11.7
|
|
|
8.4
|
|
Provision for income taxes
|
|
4.9
|
|
|
4.3
|
|
|
3.3
|
|
Net income
|
|
8.0
|
%
|
|
7.4
|
%
|
|
5.1
|
%
|
(1)
|
For the purpose of this table, interest expense is presented net of interest income.
|
|
|
2012
|
|
2011
|
|
Change
|
|
% Change
|
|||||||
Work days
|
|
254
|
|
|
254
|
|
|
—
|
|
|
—
|
|
|||
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
|
|
|||
Weight per shipment
(lbs.)
|
|
1,771
|
|
|
1,763
|
|
|
8
|
|
|
0.5
|
|
|||
Revenue per hundredweight
|
|
$
|
15.35
|
|
|
$
|
14.72
|
|
|
$
|
0.63
|
|
|
4.3
|
|
Revenue per shipment
|
|
$
|
271.82
|
|
|
$
|
259.50
|
|
|
$
|
12.32
|
|
|
4.7
|
|
Average length of haul
(miles)
|
|
941
|
|
|
952
|
|
|
(11
|
)
|
|
(1.2
|
)
|
|
|
2011
|
|
2010
|
|
Change
|
|
% Change
|
|||||||
Work days
|
|
254
|
|
|
253
|
|
|
1
|
|
|
0.4
|
|
|||
Revenue
(in thousands)
|
|
$
|
1,882,541
|
|
|
$
|
1,480,998
|
|
|
$
|
401,543
|
|
|
27.1
|
|
Operating ratio
|
|
87.6
|
%
|
|
90.7
|
%
|
|
(3.1
|
)%
|
|
(3.4
|
)
|
|||
Net income
(in thousands)
|
|
$
|
139,470
|
|
|
$
|
75,651
|
|
|
$
|
63,819
|
|
|
84.4
|
|
Diluted earnings per share
|
|
$
|
1.63
|
|
|
$
|
0.90
|
|
|
$
|
0.73
|
|
|
81.1
|
|
Total tons
(in thousands)
|
|
6,397
|
|
|
5,656
|
|
|
741
|
|
|
13.1
|
|
|||
Total shipments
(in thousands)
|
|
7,256
|
|
|
6,327
|
|
|
929
|
|
|
14.7
|
|
|||
Weight per shipment
(lbs.)
|
|
1,763
|
|
|
1,788
|
|
|
(25
|
)
|
|
(1.4
|
)
|
|||
Revenue per hundredweight
|
|
$
|
14.72
|
|
|
$
|
13.09
|
|
|
$
|
1.63
|
|
|
12.5
|
|
Revenue per shipment
|
|
$
|
259.50
|
|
|
$
|
234.09
|
|
|
$
|
25.41
|
|
|
10.9
|
|
Average length of haul
(miles)
|
|
952
|
|
|
948
|
|
|
4
|
|
|
0.4
|
|
(In thousands)
|
|
2012
|
|
2011
|
|
2010
|
||||||
Cash and cash equivalents at beginning of year
|
|
$
|
75,850
|
|
|
$
|
5,450
|
|
|
$
|
4,171
|
|
Cash flows provided by (used in):
|
|
|
|
|
|
|
||||||
Operating activities
|
|
328,056
|
|
|
277,934
|
|
|
140,522
|
|
|||
Investing activities
|
|
(361,175
|
)
|
|
(245,332
|
)
|
|
(103,743
|
)
|
|||
Financing activities
|
|
(29,874
|
)
|
|
37,798
|
|
|
(35,500
|
)
|
|||
(Decrease) increase in cash and cash equivalents
|
|
(62,993
|
)
|
|
70,400
|
|
|
1,279
|
|
|||
Cash and cash equivalents at end of year
|
|
$
|
12,857
|
|
|
$
|
75,850
|
|
|
$
|
5,450
|
|
|
|
Year Ended December 31,
|
||||||||||
(In thousands)
|
|
2012
|
|
2011
|
|
2010
|
||||||
Land and structures
|
|
$
|
143,701
|
|
|
$
|
73,463
|
|
|
$
|
49,867
|
|
Tractors
|
|
113,257
|
|
|
69,837
|
|
|
35,777
|
|
|||
Trailers
|
|
83,405
|
|
|
62,326
|
|
|
5,020
|
|
|||
Technology
|
|
13,950
|
|
|
24,767
|
|
|
11,866
|
|
|||
Other
|
|
19,974
|
|
|
28,945
|
|
|
5,000
|
|
|||
Less: Proceeds from sales
|
|
(12,018
|
)
|
|
(5,436
|
)
|
|
(2,604
|
)
|
|||
Total
|
|
$
|
362,269
|
|
|
$
|
253,902
|
|
|
$
|
104,926
|
|
|
|
December 31,
|
||||||
(In thousands)
|
|
2012
|
|
2011
|
||||
Facility limit
|
|
$
|
200,000
|
|
|
$
|
200,000
|
|
Line of credit borrowings
|
|
(10,000
|
)
|
|
—
|
|
||
Outstanding letters of credit
|
|
(52,423
|
)
|
|
(49,878
|
)
|
||
Total borrowing capacity
|
|
$
|
137,577
|
|
|
$
|
150,122
|
|
|
|
Payments due by period
|
||||||||||||||||||
Contractual Obligations
(1)
|
|
|
|
Less than
|
|
|
|
|
|
More than
|
||||||||||
(In thousands)
|
|
Total
|
|
1 year
|
|
1-3 years
|
|
3-5 years
|
|
5 years
|
||||||||||
Long-term debt obligations, exclusive of interest
|
|
$
|
237,143
|
|
|
$
|
35,714
|
|
|
$
|
71,429
|
|
|
$
|
35,000
|
|
|
$
|
95,000
|
|
Capital lease obligations, exclusive of interest
|
|
3,264
|
|
|
3,264
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Operating lease obligations
|
|
65,010
|
|
|
15,823
|
|
|
19,543
|
|
|
10,508
|
|
|
19,136
|
|
|||||
Purchase obligations
|
|
20,516
|
|
|
20,516
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total
|
|
$
|
325,933
|
|
|
$
|
75,317
|
|
|
$
|
90,972
|
|
|
$
|
45,508
|
|
|
$
|
114,136
|
|
(1)
|
Contractual obligations include long-term debt consisting of senior notes totaling
$227.1 million
and
$10.0 million
outstanding on our Credit Agreement; capital lease obligations for computer equipment; operating leases consisting primarily of real estate leases; and purchase obligations relating to non-cancellable purchase orders for equipment scheduled for delivery in 2013. Please refer to the information regarding interest rates and the balance on our revolving credit facility in this section above and also in Note 2 to the Financial Statements included in Item 8 of this report.
|
|
|
December 31,
|
||||||
(In thousands, except share and per share data)
|
|
2012
|
|
2011
|
||||
ASSETS
|
|
|
|
|
||||
Current assets:
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
12,857
|
|
|
$
|
75,850
|
|
Customer receivables, less allowances of $8,561 and $9,173, respectively
|
|
219,039
|
|
|
213,481
|
|
||
Other receivables
|
|
1,324
|
|
|
4,441
|
|
||
Prepaid expenses and other current assets
|
|
21,754
|
|
|
18,614
|
|
||
Deferred income taxes
|
|
20,054
|
|
|
19,466
|
|
||
Total current assets
|
|
275,028
|
|
|
331,852
|
|
||
Property and equipment:
|
|
|
|
|
||||
Revenue equipment
|
|
922,030
|
|
|
789,984
|
|
||
Land and structures
|
|
874,768
|
|
|
738,359
|
|
||
Other fixed assets
|
|
225,298
|
|
|
214,816
|
|
||
Leasehold improvements
|
|
6,128
|
|
|
5,773
|
|
||
Total property and equipment
|
|
2,028,224
|
|
|
1,748,932
|
|
||
Less: Accumulated depreciation
|
|
(648,919
|
)
|
|
(621,982
|
)
|
||
Net property and equipment
|
|
1,379,305
|
|
|
1,126,950
|
|
||
Goodwill
|
|
19,463
|
|
|
19,463
|
|
||
Other assets
|
|
38,718
|
|
|
34,809
|
|
||
Total assets
|
|
$
|
1,712,514
|
|
|
$
|
1,513,074
|
|
|
|
|
|
|
||||
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
|
|
|
|
||||
Current liabilities:
|
|
|
|
|
||||
Accounts payable
|
|
$
|
44,891
|
|
|
$
|
42,096
|
|
Compensation and benefits
|
|
80,047
|
|
|
66,740
|
|
||
Claims and insurance accruals
|
|
33,990
|
|
|
35,934
|
|
||
Other accrued liabilities
|
|
20,906
|
|
|
20,654
|
|
||
Income taxes payable
|
|
6,327
|
|
|
32
|
|
||
Current maturities of long-term debt
|
|
38,978
|
|
|
39,354
|
|
||
Total current liabilities
|
|
225,139
|
|
|
204,810
|
|
||
Long-term debt
|
|
201,429
|
|
|
229,831
|
|
||
Other non-current liabilities
|
|
106,791
|
|
|
86,998
|
|
||
Deferred income taxes
|
|
153,186
|
|
|
134,916
|
|
||
Total long-term liabilities
|
|
461,406
|
|
|
451,745
|
|
||
Total liabilities
|
|
686,545
|
|
|
656,555
|
|
||
|
|
|
|
|
||||
Commitments and contingent liabilities
|
|
|
|
|
|
|
||
|
|
|
|
|
||||
Shareholders’ equity
|
|
|
|
|
||||
Common stock - $0.10 par value, 140,000,000 shares authorized, 86,164,917 and 86,164,986 shares outstanding at December 31, 2012 and 2011, respectively
|
|
8,616
|
|
|
8,616
|
|
||
Capital in excess of par value
|
|
134,401
|
|
|
134,403
|
|
||
Retained earnings
|
|
882,952
|
|
|
713,500
|
|
||
Total shareholders’ equity
|
|
1,025,969
|
|
|
856,519
|
|
||
|
|
|
|
|
||||
Total liabilities and shareholders’ equity
|
|
$
|
1,712,514
|
|
|
$
|
1,513,074
|
|
|
|
Year Ended December 31,
|
||||||||||
(In thousands, except share and per share data)
|
|
2012
|
|
2011
|
|
2010
|
||||||
Revenue from operations
|
|
$
|
2,110,483
|
|
|
$
|
1,882,541
|
|
|
$
|
1,480,998
|
|
|
|
|
|
|
|
|
||||||
Operating expenses:
|
|
|
|
|
|
|
||||||
Salaries, wages and benefits
|
|
1,066,551
|
|
|
956,079
|
|
|
808,819
|
|
|||
Operating supplies and expenses
|
|
378,534
|
|
|
355,186
|
|
|
244,291
|
|
|||
General supplies and expenses
|
|
58,908
|
|
|
49,900
|
|
|
41,580
|
|
|||
Operating taxes and licenses
|
|
67,526
|
|
|
63,284
|
|
|
55,420
|
|
|||
Insurance and claims
|
|
29,681
|
|
|
27,693
|
|
|
25,329
|
|
|||
Communications and utilities
|
|
19,980
|
|
|
18,104
|
|
|
15,218
|
|
|||
Depreciation and amortization
|
|
110,743
|
|
|
90,820
|
|
|
80,362
|
|
|||
Purchased transportation
|
|
70,426
|
|
|
63,257
|
|
|
50,489
|
|
|||
Building and office equipment rents
|
|
13,514
|
|
|
13,689
|
|
|
15,244
|
|
|||
Miscellaneous expenses, net
|
|
9,366
|
|
|
10,457
|
|
|
6,507
|
|
|||
Total operating expenses
|
|
1,825,229
|
|
|
1,648,469
|
|
|
1,343,259
|
|
|||
|
|
|
|
|
|
|
||||||
Operating income
|
|
285,254
|
|
|
234,072
|
|
|
137,739
|
|
|||
|
|
|
|
|
|
|
||||||
Non-operating expense (income):
|
|
|
|
|
|
|
||||||
Interest expense
|
|
11,541
|
|
|
14,067
|
|
|
12,613
|
|
|||
Interest income
|
|
(113
|
)
|
|
(180
|
)
|
|
(148
|
)
|
|||
Other expense, net
|
|
728
|
|
|
101
|
|
|
848
|
|
|||
Total non-operating expense
|
|
12,156
|
|
|
13,988
|
|
|
13,313
|
|
|||
|
|
|
|
|
|
|
||||||
Income before income taxes
|
|
273,098
|
|
|
220,084
|
|
|
124,426
|
|
|||
Provision for income taxes
|
|
103,646
|
|
|
80,614
|
|
|
48,775
|
|
|||
Net income
|
|
$
|
169,452
|
|
|
$
|
139,470
|
|
|
$
|
75,651
|
|
|
|
|
|
|
|
|
||||||
Earnings per share:
|
|
|
|
|
|
|
||||||
Basic
|
|
$1.97
|
|
$1.63
|
|
$0.90
|
||||||
Diluted
|
|
$1.97
|
|
$1.63
|
|
$0.90
|
||||||
|
|
|
|
|
|
|
||||||
Weighted average shares outstanding:
|
|
|
|
|
|
|
||||||
Basic
|
|
86,164,964
|
|
|
85,719,728
|
|
|
83,890,483
|
|
|||
Diluted
|
|
86,164,964
|
|
|
85,719,728
|
|
|
83,890,483
|
|
|
|
|
|
Capital in
|
|
|
|
|
|||||||||||
|
|
Common Stock
|
|
Excess of
|
|
Retained
|
|
|
|||||||||||
(In thousands)
|
|
Shares
|
|
Amount
|
|
Par Value
|
|
Earnings
|
|
Total
|
|||||||||
Balance as of December 31, 2009
|
|
83,891
|
|
|
$
|
8,389
|
|
|
$
|
86,232
|
|
|
$
|
498,379
|
|
|
$
|
593,000
|
|
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
75,651
|
|
|
75,651
|
|
||||
Other
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
(2
|
)
|
||||
Balance as of December 31, 2010
|
|
83,891
|
|
|
$
|
8,389
|
|
|
$
|
86,230
|
|
|
$
|
574,030
|
|
|
$
|
668,649
|
|
Issuance and sale of common stock
|
|
2,274
|
|
|
227
|
|
|
48,173
|
|
|
—
|
|
|
48,400
|
|
||||
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
139,470
|
|
|
139,470
|
|
||||
Balance as of December 31, 2011
|
|
86,165
|
|
|
$
|
8,616
|
|
|
$
|
134,403
|
|
|
$
|
713,500
|
|
|
$
|
856,519
|
|
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
|
|
|
|
Year Ended December 31,
|
||||||||||
(In thousands)
|
|
2012
|
|
2011
|
|
2010
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
|
||||||
Net income
|
|
$
|
169,452
|
|
|
$
|
139,470
|
|
|
$
|
75,651
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
|
||||||
Depreciation and amortization
|
|
110,743
|
|
|
90,820
|
|
|
80,362
|
|
|||
Loss on sale of property and equipment
|
|
78
|
|
|
1,263
|
|
|
758
|
|
|||
Deferred income taxes
|
|
17,682
|
|
|
43,348
|
|
|
7,624
|
|
|||
Changes in assets and liabilities:
|
|
|
|
|
|
|
||||||
Customer and other receivables, net
|
|
(5,410
|
)
|
|
(40,414
|
)
|
|
(36,169
|
)
|
|||
Prepaid expenses and other assets
|
|
(7,956
|
)
|
|
(2,952
|
)
|
|
(13,314
|
)
|
|||
Accounts payable
|
|
2,795
|
|
|
12,875
|
|
|
(4,247
|
)
|
|||
Compensation, benefits and other accrued liabilities
|
|
13,559
|
|
|
17,626
|
|
|
22,476
|
|
|||
Claims and insurance accruals
|
|
7,458
|
|
|
6,696
|
|
|
3,831
|
|
|||
Income taxes, net
|
|
9,264
|
|
|
3,224
|
|
|
(3,613
|
)
|
|||
Other liabilities
|
|
10,391
|
|
|
5,978
|
|
|
7,163
|
|
|||
Net cash provided by operating activities
|
|
328,056
|
|
|
277,934
|
|
|
140,522
|
|
|||
|
|
|
|
|
|
|
||||||
Cash flows from investing activities:
|
|
|
|
|
|
|
||||||
Purchase of property and equipment
|
|
(373,193
|
)
|
|
(250,768
|
)
|
|
(106,347
|
)
|
|||
Proceeds from sale of property and equipment
|
|
12,018
|
|
|
5,436
|
|
|
2,604
|
|
|||
Net cash used in investing activities
|
|
(361,175
|
)
|
|
(245,332
|
)
|
|
(103,743
|
)
|
|||
|
|
|
|
|
|
|
||||||
Cash flows from financing activities:
|
|
|
|
|
|
|
||||||
Proceeds from issuance of long-term debt
|
|
412
|
|
|
96,010
|
|
|
—
|
|
|||
Principal payments under long-term debt agreements
|
|
(40,284
|
)
|
|
(40,382
|
)
|
|
(36,681
|
)
|
|||
Net proceeds (payments) on revolving line of credit
|
|
10,000
|
|
|
(66,230
|
)
|
|
1,183
|
|
|||
Proceeds from stock issuance, net of issuance costs
|
|
—
|
|
|
48,400
|
|
|
—
|
|
|||
Other financing activities, net
|
|
(2
|
)
|
|
—
|
|
|
(2
|
)
|
|||
Net cash (used in) provided by financing activities
|
|
(29,874
|
)
|
|
37,798
|
|
|
(35,500
|
)
|
|||
|
|
|
|
|
|
|
||||||
(Decrease) increase in cash and cash equivalents
|
|
(62,993
|
)
|
|
70,400
|
|
|
1,279
|
|
|||
Cash and cash equivalents at beginning of year
|
|
75,850
|
|
|
5,450
|
|
|
4,171
|
|
|||
Cash and cash equivalents at end of year
|
|
$
|
12,857
|
|
|
$
|
75,850
|
|
|
$
|
5,450
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
||||||
Income taxes paid
|
|
$
|
74,932
|
|
|
$
|
34,579
|
|
|
$
|
44,893
|
|
Interest paid
|
|
$
|
13,728
|
|
|
$
|
14,011
|
|
|
$
|
13,561
|
|
Capitalized interest
|
|
$
|
1,963
|
|
|
$
|
895
|
|
|
$
|
682
|
|
|
|
|
|
|
|
|
||||||
Supplemental disclosure of noncash investing and financing activities:
|
|
|
|
|
|
|
||||||
Acquisition of property and equipment by capital lease
|
|
$
|
1,094
|
|
|
$
|
8,570
|
|
|
$
|
1,183
|
|
Structures
|
|
7 to 30 years
|
Revenue equipment
|
|
4 to 15 years
|
Other equipment
|
|
2 to 20 years
|
Leasehold improvements
|
|
Lesser of economic life or life of lease
|
|
|
December 31,
|
||||||
(In thousands)
|
|
2012
|
|
2011
|
||||
Senior notes
|
|
$
|
227,143
|
|
|
$
|
262,857
|
|
Revolving credit facility
|
|
10,000
|
|
|
—
|
|
||
Capitalized lease and other obligations
|
|
3,264
|
|
|
6,328
|
|
||
Total long-term debt
|
|
240,407
|
|
|
269,185
|
|
||
Less: Current maturities
|
|
(38,978
|
)
|
|
(39,354
|
)
|
||
Total maturities due after one year
|
|
$
|
201,429
|
|
|
$
|
229,831
|
|
Period
|
|
Aggregate
Number of
Shares Sold
|
|
Aggregate
Gross
Proceeds
|
|
Aggregate
Net Proceeds
|
|
Average Sales
Price Per Share
|
|||||||
First quarter 2011
|
|
2,274,568
|
|
|
$
|
49,575,000
|
|
|
$
|
48,400,000
|
|
|
$
|
21.79
|
|
|
|
December 31,
|
||||||
(In thousands)
|
|
2012
|
|
2011
|
||||
Information systems
|
|
$
|
9,910
|
|
|
$
|
12,232
|
|
Less: Accumulated amortization
|
|
(2,270
|
)
|
|
(3,065
|
)
|
||
|
|
$
|
7,640
|
|
|
$
|
9,167
|
|
(In thousands)
|
|
Capital
Leases
|
|
Operating
Leases
|
|
Total
|
||||||
2013
|
|
$
|
3,308
|
|
|
$
|
15,823
|
|
|
$
|
19,131
|
|
2014
|
|
—
|
|
|
11,977
|
|
|
11,977
|
|
|||
2015
|
|
—
|
|
|
7,566
|
|
|
7,566
|
|
|||
2016
|
|
—
|
|
|
5,707
|
|
|
5,707
|
|
|||
2017
|
|
—
|
|
|
4,801
|
|
|
4,801
|
|
|||
Thereafter
|
|
—
|
|
|
19,136
|
|
|
19,136
|
|
|||
Total minimum lease payments
|
|
3,308
|
|
|
$
|
65,010
|
|
|
$
|
68,318
|
|
|
Less: Amount representing interest
|
|
(44
|
)
|
|
|
|
|
|||||
Present value of capitalized lease obligations
|
|
$
|
3,264
|
|
|
|
|
|
|
|
Year Ended December 31,
|
||||||||||
(In thousands)
|
|
2012
|
|
2011
|
|
2010
|
||||||
Current:
|
|
|
|
|
|
|
||||||
Federal
|
|
$
|
74,074
|
|
|
$
|
27,470
|
|
|
$
|
34,255
|
|
State
|
|
11,890
|
|
|
9,796
|
|
|
6,896
|
|
|||
|
|
85,964
|
|
|
37,266
|
|
|
41,151
|
|
|||
Deferred:
|
|
|
|
|
|
|
||||||
Federal
|
|
14,978
|
|
|
39,934
|
|
|
6,695
|
|
|||
State
|
|
2,704
|
|
|
3,414
|
|
|
929
|
|
|||
|
|
17,682
|
|
|
43,348
|
|
|
7,624
|
|
|||
Total provision for income taxes
|
|
$
|
103,646
|
|
|
$
|
80,614
|
|
|
$
|
48,775
|
|
|
|
Year Ended December 31,
|
||||||||||
(In thousands)
|
|
2012
|
|
2011
|
|
2010
|
||||||
Tax provision at statutory rate
|
|
$
|
95,584
|
|
|
$
|
77,029
|
|
|
$
|
43,549
|
|
State income taxes, net of federal benefit
|
|
10,211
|
|
|
7,480
|
|
|
5,002
|
|
|||
Meals and entertainment disallowance
|
|
828
|
|
|
721
|
|
|
616
|
|
|||
Tax credits
|
|
(2,609
|
)
|
|
(4,453
|
)
|
|
(744
|
)
|
|||
Other, net
|
|
(368
|
)
|
|
(163
|
)
|
|
352
|
|
|||
Total provision for income taxes
|
|
$
|
103,646
|
|
|
$
|
80,614
|
|
|
$
|
48,775
|
|
|
|
December 31,
|
||||||
(In thousands)
|
|
2012
|
|
2011
|
||||
Deferred tax assets:
|
|
|
|
|
||||
Claims and insurance reserves
|
|
$
|
32,499
|
|
|
$
|
30,003
|
|
Allowance for doubtful accounts
|
|
2,829
|
|
|
2,827
|
|
||
Accrued vacation
|
|
12,399
|
|
|
9,339
|
|
||
Deferred compensation
|
|
17,734
|
|
|
14,441
|
|
||
Other
|
|
9,764
|
|
|
5,992
|
|
||
Total deferred tax assets
|
|
75,225
|
|
|
62,602
|
|
||
Valuation allowance
|
|
(559
|
)
|
|
—
|
|
||
Net deferred tax assets
|
|
74,666
|
|
|
62,602
|
|
||
|
|
|
|
|
||||
Deferred tax liabilities:
|
|
|
|
|
||||
Depreciation and amortization
|
|
(197,875
|
)
|
|
(169,309
|
)
|
||
Unrecognized revenue
|
|
(8,171
|
)
|
|
(6,995
|
)
|
||
Other
|
|
(1,752
|
)
|
|
(1,748
|
)
|
||
Total deferred tax liabilities
|
|
(207,798
|
)
|
|
(178,052
|
)
|
||
Net deferred tax liability
|
|
$
|
(133,132
|
)
|
|
$
|
(115,450
|
)
|
|
|
December 31,
|
||||||
(In thousands)
|
|
2012
|
|
2011
|
||||
Current deferred tax asset
|
|
$
|
20,054
|
|
|
$
|
19,466
|
|
Noncurrent deferred tax liability
|
|
(153,186
|
)
|
|
(134,916
|
)
|
||
Net deferred tax liability
|
|
$
|
(133,132
|
)
|
|
$
|
(115,450
|
)
|
|
|
Phantom
Stock Plan
|
|
Director Phantom
Stock Plan
|
||
Balance of shares outstanding at December 31, 2011
|
|
422,173
|
|
|
50,231
|
|
Granted
|
|
111,661
|
|
|
10,125
|
|
Settled
|
|
(61,195
|
)
|
|
—
|
|
Forfeited
|
|
(5,012
|
)
|
|
—
|
|
Balance of shares outstanding at December 31, 2012
|
|
467,627
|
|
|
60,356
|
|
|
|
Quarter
|
||||||||||||||||||
(In thousands, except per share data)
|
|
First
|
|
Second
|
|
Third
|
|
Fourth
|
|
Total
|
||||||||||
2012
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenue
|
|
$
|
497,140
|
|
|
$
|
541,505
|
|
|
$
|
544,493
|
|
|
$
|
527,345
|
|
|
$
|
2,110,483
|
|
Operating income
|
|
54,218
|
|
|
82,588
|
|
|
80,932
|
|
|
67,516
|
|
|
285,254
|
|
|||||
Net income
|
|
31,095
|
|
|
47,832
|
|
|
51,044
|
|
|
39,481
|
|
|
169,452
|
|
|||||
Net income per share:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic and diluted
|
|
0.36
|
|
|
0.56
|
|
|
0.59
|
|
|
0.46
|
|
|
1.97
|
|
|||||
2011
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenue
|
|
$
|
422,679
|
|
|
$
|
480,255
|
|
|
$
|
494,475
|
|
|
$
|
485,132
|
|
|
$
|
1,882,541
|
|
Operating income
|
|
37,921
|
|
|
64,645
|
|
|
68,194
|
|
|
63,312
|
|
|
234,072
|
|
|||||
Net income
|
|
21,573
|
|
|
39,383
|
|
|
38,631
|
|
|
39,883
|
|
|
139,470
|
|
|||||
Net income per share:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic and diluted
|
|
0.26
|
|
|
0.46
|
|
|
0.45
|
|
|
0.46
|
|
|
1.63
|
|
|
|
|
/s/ Ernst & Young LLP
|
|
a)
|
Evaluation of disclosure controls and procedures
|
b)
|
Management’s annual report on internal control over financial reporting
|
c)
|
Changes in internal control over financial reporting
|
|
|
|
/s/ Ernst & Young LLP
|
|
(a)(1)
|
Financial Statements.
|
(a)(2)
|
Financial Statement Schedules.
|
(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
|
|
(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.
|
(2)
|
Uncollectible accounts written off, net of recoveries.
|
(a)(3)
|
Exhibits Filed.
|
(b)
|
Exhibits.
|
(c)
|
Separate Financial Statements and Schedules.
|
|
|
|
OLD DOMINION FREIGHT LINE, INC.
|
||||
|
|
|
|
|
|||
Dated:
|
February 28, 2013
|
|
|
|
By:
|
|
/s/ DAVID S. CONGDON
|
|
|
|
|
|
|
|
David S. Congdon
|
|
|
|
|
|
|
|
President and Chief Executive Officer
|
Name and Signature
|
|
Position
|
|
Date
|
|
|
|
||
/s/ EARL E. CONGDON
|
|
Executive Chairman of the Board of Directors
|
|
February 28, 2013
|
Earl E. Congdon
|
|
|
|
|
|
|
|
||
/s/ DAVID S. CONGDON
|
|
Director, President and Chief Executive Officer
|
|
February 28, 2013
|
David S. Congdon
|
|
(Principal Executive Officer)
|
|
|
|
|
|
||
/s/ J. PAUL BREITBACH
|
|
Director
|
|
February 28, 2013
|
J. Paul Breitbach
|
|
|
|
|
|
|
|
|
|
/s/ JOHN R. CONGDON
|
|
Director
|
|
February 28, 2013
|
John R. Congdon
|
|
|
|
|
|
|
|
||
/s/ JOHN R. CONGDON, JR.
|
|
Director
|
|
February 28, 2013
|
John R. Congdon, Jr.
|
|
|
|
|
|
|
|
||
/s/ ROBERT G. CULP, III
|
|
Director
|
|
February 28, 2013
|
Robert G. Culp, III
|
|
|
|
|
|
|
|
||
/s/ JOHN D. KASARDA
|
|
Director
|
|
February 28, 2013
|
John D. Kasarda
|
|
|
|
|
|
|
|
||
/s/ LEO H. SUGGS
|
|
Director
|
|
February 28, 2013
|
Leo H. Suggs
|
|
|
|
|
|
|
|
||
/s/ D. MICHAEL WRAY
|
|
Director
|
|
February 28, 2013
|
D. Michael Wray
|
|
|
|
|
|
|
|
||
/s/ J. WES FRYE
|
|
Senior Vice President – Finance
|
|
February 28, 2013
|
J. Wes Frye
|
|
and Chief Financial Officer
|
|
|
|
|
(Principal Financial Officer)
|
|
|
|
|
|
||
/s/ JOHN P. BOOKER III
|
|
Vice President – Controller
|
|
February 28, 2013
|
John P. Booker III
|
|
(Principal Accounting Officer)
|
|
|
Exhibit
No.
|
|
Description
|
|
|
|
3.1.1(a)
|
|
Amended and Restated Articles of Incorporation of Old Dominion Freight Line, Inc. (as amended July 30, 2004)
|
|
|
|
3.1.2(v)
|
|
Articles of Amendment of Old Dominion Freight Line, Inc.
|
|
|
|
3.2
|
|
Amended and Restated Bylaws of Old Dominion Freight Line, Inc.
|
|
|
|
4.1
|
|
Specimen certificate of Common Stock
|
|
|
|
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
|
|
|
|
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.
|
|
|
|
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
|
|
|
|
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
|
|
|
|
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
|
|
|
|
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
|
|
|
|
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
|
|
|
|
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
|
|
|
|
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
|
|
|
|
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
|
|
|
|
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
|
|
|
|
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
|
|
|
|
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
|
|
|
|
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
|
Exhibit
No.
|
|
Description
|
|
|
|
10.17.15(w)*
|
|
Old Dominion Freight Line, Inc. 2012 Phantom Stock Plan
|
|
|
|
10.17.16(w)*
|
|
Form of Old Dominion Freight Line, Inc. 2012 Phantom Stock Plan Phantom Stock Award Agreement
|
|
|
|
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
|
|
|
|
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
|
|
|
|
10.18.3(h)*
|
|
Old Dominion Freight Line, Inc. Director Phantom Stock Plan
|
|
|
|
10.18.4(h)*
|
|
Form of Old Dominion Freight Line, Inc. Director Phantom Stock Plan Award Agreement
|
|
|
|
10.18.5(i)*
|
|
Non-Executive Director Compensation Structure, effective January 1, 2008
|
|
|
|
10.18.6(o)*
|
|
Non-Executive Director Compensation Structure, effective January 1, 2011
|
|
|
|
10.18.7(o)*
|
|
Old Dominion Freight Line, Inc. Director Phantom Stock Plan, as amended through April 1, 2011
|
|
|
|
10.19.1(c)*
|
|
Old Dominion Freight Line, Inc. Phantom Stock Plan, effective as of May 16, 2005
|
|
|
|
10.19.3(d)*
|
|
Form of Old Dominion Freight Line, Inc. Phantom Stock Award Agreement
|
|
|
|
10.19.4(i)*
|
|
Old Dominion Freight Line, Inc. Phantom Stock Plan, effective as of January 1, 2009
|
|
|
|
10.19.5(i)*
|
|
Old Dominion Freight Line, Inc. Change of Control Severance Plan for Key Executives, effective as of January 1, 2009
|
|
|
|
10.19.6(j)*
|
|
Amendment to Old Dominion Freight Line, Inc. Phantom Stock Plan, effective as of May 18, 2009
|
|
|
|
10.19.7(q)*
|
|
2011 Declaration of Amendment to Old Dominion Freight Line, Inc. Phantom Stock Plan, effective as of May 17, 2011
|
|
|
|
10.19.8(t)*
|
|
Old Dominion Freight Line, Inc. Phantom Stock Award Agreement
|
|
|
|
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)
|
|
|
|
10.20.2(d)*
|
|
Form of Annual Salary and Bonus Deduction Agreement
|
|
|
|
10.20.3(s)*
|
|
Second Amendment to 2006 Nonqualified Deferred Compensation Plan of Old Dominion Freight Line, Inc., as amended, effective November 10, 2011
|
|
|
|
10.21(g)*
|
|
Old Dominion Freight Line, Inc. Performance Incentive Plan
|
|
|
|
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
|
|
|
|
23.1
|
|
Consent of Ernst & Young LLP
|
|
|
|
31.1
|
|
Certification Pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
|
|
31.2
|
|
Certification Pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
Exhibit
No.
|
|
Description
|
|
|
|
32.1
|
|
Certification Pursuant to 18 U.S.C Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
|
|
|
32.2
|
|
Certification Pursuant to 18 U.S.C Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
|
|
|
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
|
(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
|
(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
|
(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
|
(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
|
(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
|
(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
|
(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
|
(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
|
(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
|
(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
|
(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
|
(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
|
(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
|
(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
|
(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
|
(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
|
(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
|
(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
|
(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
|
(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
|
(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
|
(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
|
(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
|
*
|
Denotes an executive compensation plan or agreement
|
|
|
Page
|
|
ARTICLE 1 - OFFICES
|
|
1
|
|
Section 1. Principal and Registered Office
|
|
1
|
|
Section 2. Other Offices
|
|
1
|
|
|
|
|
|
ARTICLE 2 - MEETINGS OF SHAREHOLDERS
|
|
1
|
|
Section 1. Place of Meeting
|
|
1
|
|
Section 2. Annual Meeting
|
|
1
|
|
Section 3. Substitute Annual Meeting
|
|
1
|
|
Section 4. Special Meetings
|
|
1
|
|
Section 5. Notice of Meetings
|
|
1
|
|
Section 6. Quorum
|
|
2
|
|
Section 7. Shareholders' List for Meeting
|
|
2
|
|
Section 8. Voting of Shares
|
|
3
|
|
Section 9. Inspectors of Election
|
|
3
|
|
Section 10. Action Without Meeting
|
|
4
|
|
Section 11. Actions to be Taken at Annual Meetings of Shareholders
|
|
4
|
|
|
|
|
|
ARTICLE 3 - BOARD OF DIRECTORS
|
|
6
|
|
Section 1. General Powers
|
|
6
|
|
Section 2. Number, Term and Qualification
|
|
6
|
|
Section 3. Removal
|
|
6
|
|
Section 4. Vacancies
|
|
6
|
|
Section 5. Compensation
|
|
6
|
|
Section 6. Nominations for Election of Directors
|
|
7
|
|
|
|
|
|
ARTICLE 4 - MEETINGS OF DIRECTORS
|
|
9
|
|
Section 1. Annual and Regular Meetings
|
|
9
|
|
Section 2. Special Meetings
|
|
9
|
|
Section 3. Notice of Meetings
|
|
9
|
|
Section 4. Quorum
|
|
9
|
|
Section 5. Manner of Acting
|
|
10
|
|
Section 6. Presumption of Assent
|
|
10
|
|
Section 7. Action Without Meeting
|
|
10
|
|
Section 8. Meeting by Communications Device
|
|
10
|
|
|
|
|
|
ARTICLE 5 - COMMITTEES
|
|
10
|
|
Section 1. Election and Powers
|
|
10
|
|
Section 2. Removal; Vacancies
|
|
11
|
|
Section 3. Meetings
|
|
11
|
|
Section 4. Minutes
|
|
11
|
|
|
|
|
|
ARTICLE 6 - OFFICERS
|
|
11
|
|
Section 1. Titles
|
|
11
|
|
Section 2. Election; Appointment
|
|
11
|
|
Section 3. Removal
|
|
11
|
|
Section 4. Vacancies
|
|
11
|
|
Section 5. Compensation
|
|
11
|
|
Section 6. Chairman of the Board of Directors
|
|
12
|
|
Section 7. Vice Chairman of the Board of Directors
|
|
12
|
|
Section 8. Chief Executive Officer, President and Chief Operating Officer
|
|
12
|
|
Section 9. Vice Presidents
|
|
12
|
|
Section 10. Secretary
|
|
12
|
|
Section 11. Assistant Secretaries
|
|
13
|
|
Section 12. Treasurer
|
|
13
|
|
Section 13. Assistant Treasurers
|
|
13
|
|
Section 14. Controller and Assistant Controllers
|
|
13
|
|
Section 15. Voting Upon Stocks
|
|
13
|
|
|
|
|
|
ARTICLE 7 - CAPITAL STOCK
|
|
14
|
|
Section 1. Certificates
|
|
14
|
|
Section 2. Transfer of Shares
|
|
14
|
|
Section 3. Transfer Agent and Registrar
|
|
14
|
|
Section 4. Regulations
|
|
15
|
|
Section 5. Fixing Record Date
|
|
15
|
|
Section 6. Lost Certificates
|
|
15
|
|
|
|
|
|
ARTICLE 8 - INDEMNIFICATION OF DIRECTORS AND OFFICERS
|
|
15
|
|
Section 1. Indemnification Provisions
|
|
15
|
|
Section 2. Definitions
|
|
16
|
|
Section 3. Settlements
|
|
16
|
|
Section 4. Litigation Expense Advances
|
|
16
|
|
Section 5. Approval of Indemnification Payments
|
|
16
|
|
Section 6. Suits by Claimant
|
|
16
|
|
Section 7. Consideration; Personal Representatives and Other Remedies
|
|
17
|
|
Section 8. Scope of Indemnification Rights
|
|
17
|
|
|
|
|
|
ARTICLE 9 - GENERAL PROVISIONS
|
|
17
|
|
Section 1. Dividends and other Distributions
|
|
17
|
|
Section 2. Seal
|
|
17
|
|
Section 3. Waiver of Notice
|
|
17
|
|
Section 4. Checks
|
|
17
|
|
Section 5. Fiscal Year
|
|
17
|
|
Section 6. Amendments
|
|
17
|
|
Section 7. Shareholders' Agreement
|
|
18
|
|
|
|
|
/s/ Ernst & Young LLP
|
|
1.
|
I have reviewed this Annual Report on Form 10-K of Old Dominion Freight Line, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date:
|
February 28, 2013
|
|
|
|
/s/ David S. Congdon
|
|
|
President and Chief Executive Officer
|
1.
|
I have reviewed this Annual Report on Form 10-K of Old Dominion Freight Line, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date:
|
February 28, 2013
|
|
|
|
/s/ J. Wes Frye
|
|
|
Senior Vice President - Finance and Chief Financial Officer
|
(1)
|
I am the President and Chief Executive Officer of Old Dominion Freight Line, Inc. (the “Issuer”).
|
(2)
|
Accompanying this certification is the Issuer’s Annual Report on Form 10-K for the year ended
December 31, 2012
(the “Annual Report”), a periodic report filed by the Issuer with the Securities and Exchange Commission pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which contains financial statements.
|
(3)
|
I hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:
|
◦
|
The Annual Report containing the financial statements fully complies with the requirements of Section 13(a) or 15(d) of the Exchange Act, and
|
◦
|
The information contained in the Annual Report fairly presents, in all material respects, the financial condition and results of operations of the Issuer for the periods presented.
|
/s/ David S. Congdon
|
|
|
Name:
|
David S. Congdon
|
|
Date:
|
February 28, 2013
|
|
(1)
|
I am the Senior Vice President – Finance and Chief Financial Officer of Old Dominion Freight Line, Inc. (the “Issuer”).
|
(2)
|
Accompanying this certification is the Issuer’s Annual Report on Form 10-K for the year ended
December 31, 2012
(the “Annual Report”), a periodic report filed by the Issuer with the Securities and Exchange Commission pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which contains financial statements.
|
(3)
|
I hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:
|
◦
|
The Annual Report containing the financial statements fully complies with the requirements of Section 13(a) or 15(d) of the Exchange Act, and
|
◦
|
The information contained in the Annual Report fairly presents, in all material respects, the financial condition and results of operations of the Issuer for the periods presented.
|
/s/ J. Wes Frye
|
|
|
Name:
|
J. Wes Frye
|
|
Date:
|
February 28, 2013
|
|