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þ
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ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the fiscal year ended December 31, 2012
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or
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o
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TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from ____________ to ____________
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A.
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Full title of the plan and the address of the plan, if different from that of the issuer named below:
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B.
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Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:
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Page No.
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(a) Financial Statements and Supplemental Schedules
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Report of Independent Registered Public Accounting Firm
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1
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Statements of Net Assets Available for Plan Benefits at December 31, 2012 and 2011
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2
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Statements of Changes in Net Assets Available for Plan Benefits, for the Years ended December 31, 2012, 2011 and 2010
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3
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Notes to Financial Statements
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4
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Schedule H, Part IV, Line 4i-Schedule of Assets (Held at End of Year) as of December 31, 2012
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12
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Schedule H, Part IV, Line 4i-Schedule of Assets (Acquired and Disposed of Within the Year) as of December 31, 2012
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13
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Schedule H, Part IV, Line 4i-Schedule of Reportable Transactions as of December 31, 2012
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14
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Signatures
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15
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Exhibit 23--Consent of Waters, Vollmering & Associates, LLP
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2012
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2011
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Investments (at fair value)
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$
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11,816
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$
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13,680
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Participant notes receivable
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1,010
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1,261
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Employee contributions receivable
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56
|
|
|
120
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|
Other
|
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|
63
|
|
|
83
|
|
Total investments
|
|
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12,945
|
|
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15,144
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|
|
|
|
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|
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Less:
|
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|
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Benefits payable
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2,587
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|
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3,196
|
|
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Net assets reflecting all investments at fair value
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10,358
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11,948
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Adjustment from fair value to contract value for fully benefit-responsive investment contracts
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(15
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)
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(5
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)
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Net assets available for plan benefits
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$
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10,343
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$
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11,943
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|
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2012
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2011
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|
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2010
|
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Investment income:
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|
|
|
|
|
|
|
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Dividend income
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$
|
283
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$
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266
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$
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408
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Interest income
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41
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|
|
57
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|
|
68
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|
|
|
|
324
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|
|
323
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|
|
476
|
|
|
|
|
|
|
|
|
|
|
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Administration expense
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(23
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)
|
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(21
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)
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(29
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)
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Realized gain (loss)
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(210
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)
|
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(12
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)
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(243
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)
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Net unrealized appreciation (depreciation) in market value of investments
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714
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(3,797
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)
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2,675
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Employee contributions
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|
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1,119
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|
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1,172
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|
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1,291
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Employer contributions
|
|
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-
|
|
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-
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|
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-
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|
|
|
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1,600
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(2,658
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)
|
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3,694
|
|
|
|
|
|
|
|
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Decrease in fair market value of plan benefits payable to participants
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(3,524
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)
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(2,990
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)
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(3,704
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)
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Net increase (decrease)
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(1,600
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)
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(5,325
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)
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466
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Net assets available for plan benefits at beginning of year
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11,943
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17,268
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16,802
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Net assets available for plan benefits at end of year
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$
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10,343
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$
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11,943
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$
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17,268
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·
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Stable Value Fund - The fund invests in assets whose principal value remains stable regardless of stock and bond market fluctuations. The Savings Committee has selected the Fischer Francis Trees & Watts ("FFT&W") Income Plus D Fund, formerly ABN AMRO Income Plus D Fund, as the investment vehicle for this fund.
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·
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Intermediate Bond Fund - The fund invests in fixed-income securities including corporate bonds, U.S. government securities, mortgage-related securities, and money-market instruments. The Savings Committee has selected the PIMCO Total Return Institutional Fund as the investment vehicle for this fund.
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·
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Mixed Investment Fund - The fund may invest a large portion of its assets in common stock and convertible securities. Prospective dividends and earnings are major considerations in these purchases. The Savings Committee has selected the Principal LifeTime Preferred Funds as the investment vehicle for these funds.
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·
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Stock Index Fund - The fund attempts to replicate the aggregate return and risk of the Standard & Poor's 500 index. The fund will purchase all, or a representative sample of all the stocks held in the S&P 500 index. The Savings Committee has selected the Principal Global Investors S&P 500 Index R5 Fund as the investment vehicle for this fund.
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·
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Large Cap Growth Stock Fund - The fund seeks capital appreciation by investing primarily in securities that are expected by the fund to grow at an above average rate. The Savings Committee has selected the Columbus Circle Investors LargeCap Growth R5 Fund as the investment vehicle for this fund.
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·
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Large Cap Value Stock Fund - This fund seeks capital appreciation by investing in large companies that are currently considered by the fund to be undervalued or demonstrate growth in earnings and revenue. The Savings Committee has selected the Invesco Van Kampen Growth and Income A Fund as the investment vehicle for this fund.
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·
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Small Growth Stock Fund - The fund invests primarily in common stocks of companies whose earnings are growing at an accelerating rate. The Savings Committee has elected the AllianceBern/CCI /Brown SmallCap Growth I R5 Fund as the investment vehicle for this fund.
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·
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Small Cap Value Stock Fund - The fund seeks capital growth by investing in small-sized companies that are currently considered by the fund to be undervalued or demonstrate growth in earnings and revenue. The Savings Committee has selected the Delaware Management Company Delaware Small Cap Value A Fund as the investment vehicle for this fund.
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·
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International Stock Fund - The fund invests primarily in stocks and debt securities of companies and governments outside the United States. The Savings Committee has selected the Artio Global Management, LLC Artio International Equity A Fund as the investment vehicle for this fund.
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·
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Frozen Food Express Industries, Inc. Common Stock Fund – the fund invests in the common stock of FFEX.
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(amounts in thousands)
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2012
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2011
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Frozen Food Express Industries, Inc. Common Stock, 1,072,335 shares and 1,102,501 shares, respectively.
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$
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747
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(1)
|
$
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1,161
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(1)
|
FFT&W Income Plus D Fund, 287,399 shares and 335,558 shares, respectively.
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1,847
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(1)
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|
2,111
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(1)
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PIMCO Total Return Institutional Fund, 200,063 and 237,375 shares, respectively.
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1,454
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(1)
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1,683
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(1)
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Principal Global Investors:
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LifeTime Income, 9,293 shares and 12,483 shares, respectively.
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82
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|
|
101
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|
LifeTime 2050, 2,624 shares and 8,065 shares, respectively.
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|
30
|
|
|
85
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|
LifeTime 2040, 27,172 shares and 27,980 shares, respectively.
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|
280
|
|
|
305
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|
LifeTime 2030, 65,061 shares and 67,534 shares, respectively.
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745
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(1)
|
|
605
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(1)
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LifeTime 2020, 79,336 shares and 97,348 shares, respectively.
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|
|
938
|
(1)
|
|
833
|
(1)
|
LifeTime 2010, 10,433 shares and 16,583 shares, respectively.
|
|
|
120
|
|
|
144
|
|
Principal Global Investors S&P 500 Index R5 Fund, 79,858 shares and 129,161 shares, respectively.
|
|
|
536
|
(1)
|
|
813
|
(1)
|
Columbus Circle LargeCap Growth R5 Fund, 60,862 shares and 76,586 shares, respectively.
|
|
|
439
|
|
|
471
|
|
Invesco Van Kampen Growth & Income A Fund, 44,317 shares and 57,126 shares, respectively.
|
|
|
695
|
(1)
|
|
828
|
(1)
|
Artio International Equity A Fund, 31,388 shares and 38,557 shares, respectively.
|
|
|
581
|
(1)
|
|
645
|
(1)
|
AllianceBern/CCI/Brown SmallCap Growth I R5 Fund, 57,203 shares and 55,835 shares, respectively.
|
|
|
460
|
|
|
478
|
|
Delaware Small Cap Value A Fund, 11,325 shares and 15,284 shares, respectively.
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|
|
379
|
|
|
419
|
|
|
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$
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9,333
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$
|
10,682
|
|
Computational notes:
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(1)
|
Investments that represent 5 percent or more of the fair value of the Plan's net assets available for benefit.
|
|
(amounts in thousands)
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|||
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Appreciated/(Depreciated)
|
|||
Investments in Registered Investment Companies
|
$
|
(671
|
)
|
|
Frozen Food Express Industries, Inc. Common Stock
|
(414
|
)
|
||
FFT&W Income Plus Stable Value Fund
|
(264
|
)
|
||
|
$
|
(1,349
|
)
|
|
(amounts in thousands)
|
|||
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Appreciate/(Depreciated)
|
|||
Investments in Registered Investment Companies
|
$
|
934
|
||
Frozen Food Express Industries, Inc. Common Stock
|
(451
|
)
|
||
FFT&W Income Plus Stable Value Fund
|
21
|
|||
|
$
|
504
|
·
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Level 1 - quoted market prices in active markets for identical assets or liabilities
|
·
|
Level 2 - inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices in active markets for similar assets or liabilities, quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities
|
·
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Level 3 - unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities
|
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(amounts in thousands)
|
|||||||||||||||
|
Fair Value Measurements as of
December 31, 2012 Using Input Type
|
|||||||||||||||
|
Level 1
|
Level 2
|
Level 3
|
Total
|
||||||||||||
Investments in Registered Investment Companies
|
$
|
8,821
|
$
|
-
|
$
|
-
|
$
|
8,821
|
||||||||
Frozen Food Express Industries, Inc. Common Stock
|
954
|
-
|
-
|
954
|
||||||||||||
FFT&W Income Plus Stable Value Fund
|
-
|
1,389
|
652
|
2,041
|
||||||||||||
Total
|
$
|
9,775
|
$
|
1,389
|
$
|
652
|
$
|
11,816
|
|
(amounts in thousands)
|
|||||||||||||||
|
Fair Value Measurements as of
December 31, 2011 Using Input Type
|
|||||||||||||||
|
Level 1
|
Level 2
|
Level 3
|
Total
|
||||||||||||
Investments in Registered Investment Companies
|
$
|
9,908
|
$
|
-
|
$
|
-
|
$
|
9,908
|
||||||||
Frozen Food Express Industries, Inc. Common Stock
|
1,422
|
-
|
-
|
1,422
|
||||||||||||
FFT&W Income Plus Stable Value Fund
|
-
|
1,915
|
435
|
2,350
|
||||||||||||
Total
|
$
|
11,330
|
$
|
1,915
|
$
|
435
|
$
|
13,680
|
|
(amounts in dollars)
|
|||||||||||
|
Traditional GIC's
|
Wrapper Contracts
|
Total
|
|||||||||
Balance as of December 31, 2011
|
$
|
430,675
|
$
|
4,325
|
$
|
435,000
|
||||||
Change in unrealized appreciation
|
42,275
|
2,195
|
44,470
|
|||||||||
Purchases
|
234,000
|
-
|
234,000
|
|||||||||
Sales and maturities
|
(61,470
|
)
|
-
|
(61,470
|
)
|
|||||||
Balance as of December 31, 2012
|
$
|
645,480
|
$
|
6,520
|
$
|
652,000
|
|
(amounts in dollars)
|
|||||||||||
|
Traditional GIC's
|
Wrapper Contracts
|
Total
|
|||||||||
Balance as of December 31, 2010
|
$
|
182,441
|
$
|
4,581
|
$
|
187,022
|
||||||
Change in unrealized appreciation
|
(3,475
|
)
|
-
|
(3,475
|
)
|
|||||||
Purchases
|
295,220
|
-
|
295,220
|
|||||||||
Sales and maturities
|
(43,511
|
)
|
-
|
(43,511
|
)
|
|||||||
Change in wrapper value
|
-
|
(256
|
)
|
(256
|
)
|
|||||||
Balance as of December 31, 2011
|
$
|
430,675
|
$
|
4,325
|
$
|
435,000
|
·
|
Investments in registered investment companies are valued using quoted market prices, as all have active markets.
|
·
|
The Frozen Food Express Industries, Inc. Common Stock and is valued using the quoted market prices on the Nasdaq Stock Market's Global Select Market under the symbol: FFEX.
|
·
|
The FFT&W Income Plus Stable Value Fund invests in guaranteed investment contracts (GICs) issued by insurance companies and other financial institutions as well as debt or equity securities. In this fund, GICs are wrapper contracts used to mitigate the risk that the interest crediting rate does not result in a future interest crediting rate that is less than zero. An interest crediting rate less than zero would result in a loss of principal of accrued interest.
|
|
2012
|
2011
|
||||||
Average Yields:
|
||||||||
Ratio of year-end market value yield to investments (at fair value)
|
1.65
|
%
|
1.85
|
%
|
||||
Ratio of year-end crediting rate to investments (at fair value)
|
1.23
|
%
|
1.40
|
%
|
(a)
Identity of Issue
|
(b)
Description of
Investment
(shares)
|
(c)
Cost
|
(d)
Current
Fair Value
|
|||||||||||
*
|
Frozen Food Express Industries, Inc. Common Stock
|
1,072
|
$
|
3,815
|
$
|
954
|
||||||||
FFT&W Income Plus D Fund
|
287
|
1,930
|
2,041
|
|||||||||||
PIMCO Total Return Institutional Fund
|
200
|
2,181
|
2,249
|
|||||||||||
Principal Global Investors:
|
||||||||||||||
LifeTime Income
|
9
|
101
|
105
|
|||||||||||
LifeTime 2050
|
3
|
28
|
32
|
|||||||||||
LifeTime 2040
|
27
|
318
|
344
|
|||||||||||
LifeTime 2030
|
65
|
757
|
813
|
|||||||||||
LifeTime 2020
|
79
|
930
|
998
|
|||||||||||
LifeTime 2010
|
10
|
118
|
125
|
|||||||||||
Principal Trust Company S&P 500 Index RF Fund
|
80
|
654
|
806
|
|||||||||||
Columbus Circle LargeCap Growth R5 Fund
|
61
|
481
|
554
|
|||||||||||
Invesco Van Kampen Growth & Income A Fund
|
44
|
836
|
928
|
|||||||||||
Artio International Equity A Fund
|
31
|
967
|
793
|
|||||||||||
AllianceBern/CCI/Brown Small Cap Growth I R5 Fund
|
57
|
519
|
614
|
|||||||||||
Delaware Small Cap Value A Fund
|
11
|
392
|
460
|
|||||||||||
|
14,027
|
11,816
|
||||||||||||
Loans to Participants
|
Interest bearing
notes at
4.25%-9.25%
|
$
|
-
|
$
|
1,010
|
(a)
Identity of Issue
|
(b)
Description of
Investment
(shares)
|
(c)
Cost
|
(d)
Proceeds
|
|||||||||
Frozen Food Express Industries, Inc. Common Stock Fund
|
321,869
|
$
|
1,257
|
$
|
412
|
|
|
Purchases
|
||||||||||||||||
(a)
Identity of Party Involved
|
(b)
Description
|
Shares/Units
|
(g)
Cost
|
(h)
Market
Value
|
(i)
Net Gain
or (Loss)
|
|||||||||||||
Frozen Food Express Industries, Inc. *
|
Common Stock
|
291,703
|
$
|
395
|
$
|
260
|
$
|
(135
|
)
|
|||||||||
FFT&W
|
Stable Value
|
123,258
|
864
|
869
|
5
|
|||||||||||||
PIMCO
|
Intermediate Bond
|
47,249
|
534
|
531
|
(3
|
)
|
||||||||||||
Principal
|
LifeTime Income
|
1,447
|
16
|
16
|
-
|
|||||||||||||
Principal
|
LifeTime 2050
|
1,569
|
18
|
19
|
1
|
|||||||||||||
Principal
|
LifeTime 2040
|
13,858
|
169
|
176
|
7
|
|||||||||||||
Principal
|
LifeTime 2030
|
23,572
|
285
|
295
|
10
|
|||||||||||||
Principal
|
LifeTime 2020
|
20,671
|
250
|
260
|
10
|
|||||||||||||
Principal
|
LifeTime 2010
|
3,488
|
41
|
42
|
1
|
|||||||||||||
Principal
|
Stock Index R5
|
15,822
|
155
|
144
|
(11
|
)
|
||||||||||||
Columbus Circle
|
LargeCap Growth
|
11,634
|
103
|
106
|
3
|
|||||||||||||
InvescoVan Kampen
|
LargeCap Value
|
6,924
|
140
|
145
|
5
|
|||||||||||||
AllianceBern/CCI/Brown
|
SmallCap Value
|
13,248
|
146
|
142
|
(4
|
)
|
||||||||||||
Delaware Management
|
SmallCap Value
|
2,012
|
79
|
82
|
3
|
|||||||||||||
Artio
|
International Stock
|
5,078
|
120
|
128
|
8
|
|
|
|
Frozen Food Express Industries, Inc.
|
|
401(k) Savings Plan
|
|
|
Date: June 26, 2013
|
/s/ S. Russell Stubbs
Name: S. Russell Stubbs
Title: Chairman of Savings Plan Committee
|