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[Mark one]
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ý
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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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NEBRASKA
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47-0648386
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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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14507 FRONTIER ROAD
POST OFFICE BOX 45308
OMAHA, NEBRASKA
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68145-0308
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(Address of principal executive offices)
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(Zip Code)
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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, $0.01 Par Value
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The NASDAQ Stock Market LLC
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Large accelerated filer
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ý
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Accelerated filer
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o
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Non-accelerated filer
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o
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Smaller reporting company
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o
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(Do not check if a smaller reporting company)
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PAGE
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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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Item 15.
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Item 16.
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ITEM 1.
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BUSINESS
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ITEM 1A.
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RISK FACTORS
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ITEM 1B.
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UNRESOLVED STAFF COMMENTS
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ITEM 2.
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PROPERTIES
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Location
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Owned or Leased
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Description
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Segment
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||||
Omaha, Nebraska
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Owned
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Corporate headquarters, maintenance, truck sales
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Truckload, Werner Logistics, Corporate
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Omaha, Nebraska
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Owned
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Disaster recovery, warehouse
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Corporate
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Phoenix, Arizona
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Owned
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Office, maintenance
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Truckload
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||||
Fontana, California
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Owned
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Office, maintenance, truck sales
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Truckload
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||||
Denver, Colorado
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Owned
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Office, maintenance
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Truckload
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||||
Atlanta, Georgia
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Owned
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Office, maintenance, truck sales
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Truckload
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||||
Indianapolis, Indiana
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Leased
Owned
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Office, maintenance
Office
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Truckload
Truckload
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||||
Springfield, Ohio
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Owned
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Office, maintenance, truck sales
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Truckload
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||||
Allentown, Pennsylvania
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Leased
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Office, maintenance
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Truckload
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||||
Dallas, Texas
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Owned
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Office, maintenance, truck sales
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Truckload
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||||
Laredo, Texas
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Owned
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Office, maintenance, transloading, truck sales
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Truckload, Werner Logistics
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||||
Lakeland, Florida
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Leased
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Office, maintenance
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Truckload
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El Paso, Texas
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Owned
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Office, maintenance
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Truckload
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Brownstown, Michigan
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Owned
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Maintenance
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Truckload
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||||
Newbern, Tennessee
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Leased
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Maintenance
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Truckload
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Chicago, Illinois
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Leased
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Maintenance
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Truckload
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ITEM 3.
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LEGAL PROCEEDINGS
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ITEM 4.
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MINE SAFETY DISCLOSURES
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ITEM 5.
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MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
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2016
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2015
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||||||||
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High
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Low
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Dividends
Declared Per
Common Share
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High
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Low
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Dividends
Declared Per
Common Share
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Quarter Ended:
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March 31
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$27.95
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$20.91
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$0.06
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$33.42
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$28.08
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$0.05
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June 30
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28.80
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21.35
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0.06
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31.70
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25.78
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0.05
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September 30
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25.49
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22.16
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0.06
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29.34
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25.08
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0.06
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December 31
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29.05
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21.45
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0.06
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28.29
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22.45
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0.06
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12/31/2011
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12/31/2012
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12/31/2013
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12/31/2014
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12/31/2015
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12/31/2016
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||||||||||||
Werner Enterprises, Inc. (WERN)
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$
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100
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$
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97
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$
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112
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$
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142
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$
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107
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$
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125
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Standard & Poor’s 500
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$
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100
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$
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116
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$
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154
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$
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175
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$
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177
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$
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198
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Current Peer Group
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$
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100
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$
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117
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$
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168
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$
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188
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$
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131
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$
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173
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Former Peer Group NASDAQ Trucking Group (SIC Code 42)
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$
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100
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$
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121
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$
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177
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$
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222
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$
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190
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$
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236
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ITEM 6.
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SELECTED FINANCIAL DATA
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(In thousands, except per share amounts)
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2016
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2015
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2014
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2013
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2012
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||||||||||
Operating revenues
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$
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2,008,991
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$
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2,093,529
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$
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2,139,289
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$
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2,029,183
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$
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2,036,386
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Net income
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79,129
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123,714
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98,650
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86,785
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103,034
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|||||
Diluted earnings per share
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1.09
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1.71
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1.36
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1.18
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1.40
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|||||
Cash dividends declared per share
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0.24
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0.22
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0.20
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0.20
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1.70
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|||||
Total assets
(1)
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1,793,003
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1,585,647
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1,480,462
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1,354,097
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1,334,900
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|||||
Total debt
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180,000
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75,000
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75,000
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40,000
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90,000
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|||||
Stockholders’ equity
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994,787
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935,654
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833,860
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772,519
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714,897
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|||||
Book value per share
(2)
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13.78
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13.00
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11.58
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10.62
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9.76
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|||||
Return on average stockholders’ equity
(3)
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8.2
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%
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14.1
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%
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12.4
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%
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11.7
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%
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13.6
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%
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|||||
Return on average total assets
(1)
(4)
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4.7
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%
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8.2
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%
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7.0
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%
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6.5
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%
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7.7
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%
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|||||
Operating ratio (consolidated)
(5)
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93.7
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%
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90.4
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%
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92.5
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%
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93.1
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%
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91.6
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%
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(1)
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Pursuant to the Company’s early adoption of Accounting Standards Update 2015-17, “Total assets” and “Return on average total assets” for 2015 and 2016 reflect the impact of reclassifying the current deferred tax asset into the non-current deferred tax liability. See also Note 1 in the Notes to Consolidated Financial Statements under Item 8 of Part II of this Form 10-K.
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(2)
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Stockholders’ equity divided by common shares outstanding as of the end of the period. Book value per share indicates the dollar value remaining for common shareholders if all assets were liquidated at recorded amounts and all debts were paid at recorded amounts.
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(3)
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Net income expressed as a percentage of average stockholders’ equity. Return on equity is a measure of a corporation’s profitability relative to recorded shareholder investment.
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(4)
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Net income expressed as a percentage of average total assets. Return on assets is a measure of a corporation’s profitability relative to recorded assets.
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(5)
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Operating expenses expressed as a percentage of operating revenues. Operating ratio is a common measure used in the trucking industry to evaluate profitability.
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ITEM 7.
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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
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•
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Cautionary Note Regarding Forward-Looking Statements
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•
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Overview
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•
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Results of Operations
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•
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Liquidity and Capital Resources
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•
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Contractual Obligations and Commercial Commitments
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•
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Off-Balance Sheet Arrangements
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•
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Critical Accounting Policies and Estimates
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•
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Inflation
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2016
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2015
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2014
|
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Percentage Change in Dollar Amounts
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||||||||||||||||||
(Amounts in thousands)
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$
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%
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$
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%
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$
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%
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2016 to 2015 (%)
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2015 to 2014 (%)
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||||||||||
Operating revenues
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$
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2,008,991
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100.0
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$
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2,093,529
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|
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100.0
|
|
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$
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2,139,289
|
|
|
100.0
|
|
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(4.0
|
)
|
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(2.1
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)
|
|
|
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|
|
|
|
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|
|
|
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|||||||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Salaries, wages and benefits
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636,112
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|
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31.7
|
|
639,908
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|
|
30.6
|
|
|
584,006
|
|
|
27.3
|
|
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(0.6
|
)
|
|
9.6
|
|
|||
Fuel
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155,042
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|
|
7.7
|
|
204,583
|
|
|
9.8
|
|
|
346,058
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|
|
16.2
|
|
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(24.2
|
)
|
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(40.9
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)
|
|||
Supplies and maintenance
|
171,397
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|
|
8.5
|
|
190,114
|
|
|
9.1
|
|
|
188,437
|
|
|
8.8
|
|
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(9.8
|
)
|
|
0.9
|
|
|||
Taxes and licenses
|
85,547
|
|
|
4.3
|
|
89,646
|
|
|
4.3
|
|
|
85,468
|
|
|
4.0
|
|
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(4.6
|
)
|
|
4.9
|
|
|||
Insurance and claims
|
83,866
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|
|
4.2
|
|
80,848
|
|
|
3.9
|
|
|
80,375
|
|
|
3.7
|
|
|
3.7
|
|
|
0.6
|
|
|||
Depreciation
|
209,728
|
|
|
10.4
|
|
193,209
|
|
|
9.2
|
|
|
176,984
|
|
|
8.3
|
|
|
8.5
|
|
|
9.2
|
|
|||
Rent and purchased transportation
|
512,296
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|
|
25.5
|
|
480,624
|
|
|
22.9
|
|
|
498,782
|
|
|
23.3
|
|
|
6.6
|
|
|
(3.6
|
)
|
|||
Communications and utilities
|
16,106
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|
|
0.8
|
|
15,121
|
|
|
0.7
|
|
|
14,220
|
|
|
0.7
|
|
|
6.5
|
|
|
6.3
|
|
|||
Other
|
12,827
|
|
|
0.6
|
|
(980
|
)
|
|
(0.1
|
)
|
|
4,871
|
|
|
0.2
|
|
|
1,408.9
|
|
|
(120.1
|
)
|
|||
Total operating expenses
|
1,882,921
|
|
|
93.7
|
|
1,893,073
|
|
|
90.4
|
|
|
1,979,201
|
|
|
92.5
|
|
|
(0.5
|
)
|
|
(4.4
|
)
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Operating income
|
126,070
|
|
|
6.3
|
|
200,456
|
|
|
9.6
|
|
|
160,088
|
|
|
7.5
|
|
|
(37.1
|
)
|
|
25.2
|
|
|||
Total other expense (income)
|
(1,390
|
)
|
|
—
|
|
(705
|
)
|
|
—
|
|
|
(1,686
|
)
|
|
(0.1
|
)
|
|
(97.2
|
)
|
|
58.2
|
|
|||
Income before income taxes
|
127,460
|
|
|
6.3
|
|
201,161
|
|
|
9.6
|
|
|
161,774
|
|
|
7.6
|
|
|
(36.6
|
)
|
|
24.3
|
|
|||
Income taxes
|
48,331
|
|
|
2.4
|
|
77,447
|
|
|
3.7
|
|
|
63,124
|
|
|
3.0
|
|
|
(37.6
|
)
|
|
22.7
|
|
|||
Net income
|
$
|
79,129
|
|
|
3.9
|
|
$
|
123,714
|
|
|
5.9
|
|
|
$
|
98,650
|
|
|
4.6
|
|
|
(36.0
|
)
|
|
25.4
|
|
|
2016
|
|
2015
|
|
2014
|
||||||||||||
Truckload Transportation Services (amounts in thousands)
|
$
|
|
%
|
|
$
|
|
%
|
|
$
|
|
%
|
||||||
Trucking revenues, net of fuel surcharge
|
$
|
1,356,284
|
|
|
|
|
$
|
1,411,099
|
|
|
|
|
$
|
1,332,879
|
|
|
|
Trucking fuel surcharge revenues
|
155,293
|
|
|
|
|
212,489
|
|
|
|
|
349,763
|
|
|
|
|||
Non-trucking and other operating revenues
|
22,404
|
|
|
|
|
21,286
|
|
|
|
|
19,495
|
|
|
|
|||
Operating revenues
|
1,533,981
|
|
|
100.0
|
|
1,644,874
|
|
|
100.0
|
|
1,702,137
|
|
|
100.0
|
|||
Operating expenses
|
1,426,268
|
|
|
93.0
|
|
1,455,024
|
|
|
88.5
|
|
1,549,145
|
|
|
91.0
|
|||
Operating income
|
107,713
|
|
|
7.0
|
|
189,850
|
|
|
11.5
|
|
152,992
|
|
|
9.0
|
Truckload Transportation Services
|
2016
|
|
2015
|
|
2014
|
||||||
Operating ratio, net of fuel surcharge revenues
(1)
|
92.2
|
%
|
|
86.7
|
%
|
|
88.7
|
%
|
|||
Average revenues per tractor per week
(2)
|
$
|
3,591
|
|
|
$
|
3,732
|
|
|
$
|
3,655
|
|
Average trip length in miles (loaded)
|
468
|
|
|
482
|
|
|
473
|
|
|||
Average percentage of empty miles
(3)
|
12.96
|
%
|
|
12.39
|
%
|
|
12.06
|
%
|
|||
Average tractors in service
|
7,263
|
|
|
7,271
|
|
|
7,013
|
|
|||
Total trailers (at year end)
|
22,725
|
|
|
22,630
|
|
|
22,305
|
|
|||
Total tractors (at year end):
|
|
|
|
|
|
||||||
Company
|
6,305
|
|
|
6,635
|
|
|
6,400
|
|
|||
Independent contractor
|
795
|
|
|
815
|
|
|
650
|
|
|||
Total tractors
|
7,100
|
|
|
7,450
|
|
|
7,050
|
|
(1)
|
Calculated as if fuel surcharge revenues are excluded from total revenues and instead reported as a reduction of operating expenses, which provides a more consistent basis for comparing results of operations from period to period.
|
(2)
|
Net of fuel surcharge revenues.
|
(3)
|
“Empty” refers to miles without trailer cargo.
|
|
2016
|
|
2015
|
|
2014
|
|||||||||||||||
Werner Logistics (amounts in thousands)
|
$
|
|
%
|
|
$
|
|
%
|
|
$
|
|
%
|
|||||||||
Operating revenues
|
$
|
417,172
|
|
|
100.0
|
|
|
$
|
393,174
|
|
|
100.0
|
|
|
$
|
390,645
|
|
|
100.0
|
|
Rent and purchased transportation expense
|
345,790
|
|
|
82.9
|
|
|
332,168
|
|
|
84.5
|
|
|
338,625
|
|
|
86.7
|
|
|||
Gross margin
|
71,382
|
|
|
17.1
|
|
|
61,006
|
|
|
15.5
|
|
|
52,020
|
|
|
13.3
|
|
|||
Other operating expenses
|
50,648
|
|
|
12.1
|
|
|
44,108
|
|
|
11.2
|
|
|
44,485
|
|
|
11.4
|
|
|||
Operating income
|
$
|
20,734
|
|
|
5.0
|
|
|
$
|
16,898
|
|
|
4.3
|
|
|
$
|
7,535
|
|
|
1.9
|
|
Werner Logistics
|
2016
|
|
2015
|
|
2014
|
|||
Average tractors in service
|
73
|
|
|
56
|
|
|
50
|
|
Total trailers (at year end)
|
1,625
|
|
|
1,460
|
|
|
1,670
|
|
Total tractors (at year end)
|
74
|
|
|
62
|
|
|
55
|
|
(Amounts in millions)
|
|
Total
|
|
Less than
1 year (2017)
|
|
1-3 years (2018-2019)
|
|
3-5 years (2020-2021)
|
|
More
than 5
years (After 2021)
|
|
Period
Unknown
|
||||||||||||
Contractual Obligations
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Unrecognized tax benefits
|
|
$
|
6.1
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
6.1
|
|
Long-term debt, including current maturities
|
|
180.0
|
|
|
20.0
|
|
|
75.0
|
|
|
85.0
|
|
|
—
|
|
|
—
|
|
||||||
Interest payments on debt
|
|
9.9
|
|
|
3.3
|
|
|
5.9
|
|
|
0.7
|
|
|
—
|
|
|
—
|
|
||||||
Property and equipment purchase commitments
|
|
83.8
|
|
|
83.8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Total contractual cash obligations
|
|
$
|
279.8
|
|
|
$
|
107.1
|
|
|
$
|
80.9
|
|
|
$
|
85.7
|
|
|
$
|
—
|
|
|
$
|
6.1
|
|
Other Commercial Commitments
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Unused lines of credit
|
|
$
|
119.2
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
119.2
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Stand-by letters of credit
|
|
25.8
|
|
|
25.8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Total commercial commitments
|
|
$
|
145.0
|
|
|
$
|
25.8
|
|
|
$
|
—
|
|
|
$
|
119.2
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Total obligations
|
|
$
|
424.8
|
|
|
$
|
132.9
|
|
|
$
|
80.9
|
|
|
$
|
204.9
|
|
|
$
|
—
|
|
|
$
|
6.1
|
|
•
|
Depreciation and impairment of tractors and trailers.
We operate a significant number of tractors and trailers in connection with our business and must select estimated useful lives and salvage values for calculating depreciation. Depreciable lives of tractors and trailers range from 80 months to 12 years. Estimates of salvage value at the expected date of trade-in or sale are based on the expected market values of equipment at the time of disposal. We consider our experience with similar assets, conditions in the used revenue equipment market and operational information such as average annual miles. We believe that these methods properly spread the costs over the useful life of the assets. We continually monitor the adequacy of the lives and salvage values used in calculating depreciation expense and adjust these assumptions appropriately when warranted. We review our long-lived assets for impairment whenever events or circumstances indicate the carrying amount of a long-lived asset may not be recoverable. An impairment loss would be recognized if the carrying amount of the long-lived asset is not recoverable and the carrying amount exceeds its fair value.
|
•
|
Estimates of accrued liabilities for insurance and claims for liability and physical damage losses and workers’ compensation.
The insurance and claims accruals (current and non-current) are recorded at the estimated ultimate payment amounts and are based upon individual case estimates (including negative development) and estimates of incurred-but-not-reported losses using loss development factors based upon past experience. An actuary reviews our undiscounted self-insurance reserves for bodily injury and property damage claims and workers’ compensation claims at year-end. The actual cost to settle our self-insured claim liabilities can differ from our reserve estimates because of a number of uncertainties, including the inherent difficulty in estimating the severity of a claim and the potential amount to defend and settle a claim.
|
•
|
Accounting for income taxes.
Significant management judgment is required to determine (i) the provision for income taxes, (ii) whether deferred income taxes will be realized in full or in part and (iii) the liability for unrecognized tax benefits related to uncertain tax positions. Deferred income tax assets and liabilities are measured using enacted tax rates that are expected to apply to taxable income in the years when those temporary differences are expected to be recovered or settled. When it is more likely that all or some portion of specific deferred income tax assets will not be realized, a valuation allowance must be established for the amount of deferred income tax assets that are determined not to be realizable. We believe that we have adequately provided for our future tax consequences based upon current facts and circumstances and current tax law. However, should our positions be challenged, different outcomes could result and have a significant impact on our results of operations.
|
ITEM 7A.
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
ITEM 8.
|
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
|
|
Years Ended December 31,
|
||||||||||
(In thousands, except per share amounts)
|
2016
|
|
2015
|
|
2014
|
||||||
Operating revenues
|
$
|
2,008,991
|
|
|
$
|
2,093,529
|
|
|
$
|
2,139,289
|
|
Operating expenses:
|
|
|
|
|
|
||||||
Salaries, wages and benefits
|
636,112
|
|
|
639,908
|
|
|
584,006
|
|
|||
Fuel
|
155,042
|
|
|
204,583
|
|
|
346,058
|
|
|||
Supplies and maintenance
|
171,397
|
|
|
190,114
|
|
|
188,437
|
|
|||
Taxes and licenses
|
85,547
|
|
|
89,646
|
|
|
85,468
|
|
|||
Insurance and claims
|
83,866
|
|
|
80,848
|
|
|
80,375
|
|
|||
Depreciation
|
209,728
|
|
|
193,209
|
|
|
176,984
|
|
|||
Rent and purchased transportation
|
512,296
|
|
|
480,624
|
|
|
498,782
|
|
|||
Communications and utilities
|
16,106
|
|
|
15,121
|
|
|
14,220
|
|
|||
Other
|
12,827
|
|
|
(980
|
)
|
|
4,871
|
|
|||
Total operating expenses
|
1,882,921
|
|
|
1,893,073
|
|
|
1,979,201
|
|
|||
Operating income
|
126,070
|
|
|
200,456
|
|
|
160,088
|
|
|||
Other expense (income):
|
|
|
|
|
|
||||||
Interest expense
|
2,577
|
|
|
1,974
|
|
|
881
|
|
|||
Interest income
|
(4,158
|
)
|
|
(2,875
|
)
|
|
(2,538
|
)
|
|||
Other
|
191
|
|
|
196
|
|
|
(29
|
)
|
|||
Total other income
|
(1,390
|
)
|
|
(705
|
)
|
|
(1,686
|
)
|
|||
Income before income taxes
|
127,460
|
|
|
201,161
|
|
|
161,774
|
|
|||
Income taxes
|
48,331
|
|
|
77,447
|
|
|
63,124
|
|
|||
Net income
|
$
|
79,129
|
|
|
$
|
123,714
|
|
|
$
|
98,650
|
|
Earnings per share:
|
|
|
|
|
|
||||||
Basic
|
$
|
1.10
|
|
|
$
|
1.72
|
|
|
$
|
1.37
|
|
Diluted
|
$
|
1.09
|
|
|
$
|
1.71
|
|
|
$
|
1.36
|
|
Weighted-average common shares outstanding:
|
|
|
|
|
|
||||||
Basic
|
72,057
|
|
|
71,957
|
|
|
72,122
|
|
|||
Diluted
|
72,393
|
|
|
72,556
|
|
|
72,738
|
|
|
Years Ended December 31,
|
||||||||||
(In thousands)
|
2016
|
|
2015
|
|
2014
|
||||||
Net income
|
$
|
79,129
|
|
|
$
|
123,714
|
|
|
$
|
98,650
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
||||||
Foreign currency translation adjustments
|
(4,191
|
)
|
|
(3,930
|
)
|
|
(3,564
|
)
|
|||
Change in fair value of interest rate swap
|
337
|
|
|
242
|
|
|
(1,180
|
)
|
|||
Other comprehensive income (loss)
|
(3,854
|
)
|
|
(3,688
|
)
|
|
(4,744
|
)
|
|||
Comprehensive income
|
$
|
75,275
|
|
|
$
|
120,026
|
|
|
$
|
93,906
|
|
|
December 31,
|
||||||
(In thousands, except share amounts)
|
2016
|
|
2015
|
||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
16,962
|
|
|
$
|
31,833
|
|
Accounts receivable, trade, less allowance of $9,183 and $10,298, respectively
|
261,372
|
|
|
251,023
|
|
||
Other receivables
|
15,168
|
|
|
17,241
|
|
||
Inventories and supplies
|
12,768
|
|
|
16,415
|
|
||
Prepaid taxes, licenses and permits
|
15,374
|
|
|
15,657
|
|
||
Income taxes receivable
|
21,497
|
|
|
20,052
|
|
||
Other current assets
|
29,987
|
|
|
27,281
|
|
||
Total current assets
|
373,128
|
|
|
379,502
|
|
||
Property and equipment, at cost:
|
|
|
|
||||
Land
|
56,261
|
|
|
34,356
|
|
||
Buildings and improvements
|
148,443
|
|
|
134,595
|
|
||
Revenue equipment
|
1,676,070
|
|
|
1,530,617
|
|
||
Service equipment and other
|
229,217
|
|
|
209,032
|
|
||
Total property and equipment
|
2,109,991
|
|
|
1,908,600
|
|
||
Less – accumulated depreciation
|
747,353
|
|
|
754,130
|
|
||
Property and equipment, net
|
1,362,638
|
|
|
1,154,470
|
|
||
Other non-current assets
|
57,237
|
|
|
51,675
|
|
||
Total assets
|
$
|
1,793,003
|
|
|
$
|
1,585,647
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
66,618
|
|
|
$
|
70,643
|
|
Current portion of long-term debt
|
20,000
|
|
|
—
|
|
||
Insurance and claims accruals
|
83,404
|
|
|
64,106
|
|
||
Accrued payroll
|
26,189
|
|
|
25,233
|
|
||
Other current liabilities
|
18,650
|
|
|
23,720
|
|
||
Total current liabilities
|
214,861
|
|
|
183,702
|
|
||
Long-term debt, net of current portion
|
160,000
|
|
|
75,000
|
|
||
Other long-term liabilities
|
16,711
|
|
|
19,832
|
|
||
Insurance and claims accruals, net of current portion
|
113,875
|
|
|
125,195
|
|
||
Deferred income taxes
|
292,769
|
|
|
246,264
|
|
||
Commitments and contingencies
|
|
|
|
||||
Stockholders’ equity:
|
|
|
|
||||
Common stock, $0.01 par value, 200,000,000 shares authorized; 80,533,536 shares
|
|
|
|
||||
issued; 72,166,969 and 71,998,750 shares outstanding, respectively
|
805
|
|
|
805
|
|
||
Paid-in capital
|
101,035
|
|
|
102,734
|
|
||
Retained earnings
|
1,084,796
|
|
|
1,022,966
|
|
||
Accumulated other comprehensive loss
|
(16,917
|
)
|
|
(13,063
|
)
|
||
Treasury stock, at cost; 8,366,567 and 8,534,786 shares, respectively
|
(174,932
|
)
|
|
(177,788
|
)
|
||
Total stockholders’ equity
|
994,787
|
|
|
935,654
|
|
||
Total liabilities and stockholders’ equity
|
$
|
1,793,003
|
|
|
$
|
1,585,647
|
|
|
Years Ended December 31,
|
||||||||||
(In thousands)
|
2016
|
|
2015
|
|
2014
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
||||||
Net income
|
$
|
79,129
|
|
|
$
|
123,714
|
|
|
$
|
98,650
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation
|
209,728
|
|
|
193,209
|
|
|
176,984
|
|
|||
Deferred income taxes
|
44,632
|
|
|
38,442
|
|
|
5,038
|
|
|||
Gain on disposal of property and equipment
|
(16,432
|
)
|
|
(23,240
|
)
|
|
(19,260
|
)
|
|||
Non-cash equity compensation
|
2,381
|
|
|
4,361
|
|
|
6,070
|
|
|||
Insurance and claims accruals, net of current portion
|
(11,320
|
)
|
|
1,750
|
|
|
(8,455
|
)
|
|||
Other
|
(3,370
|
)
|
|
9,103
|
|
|
1,107
|
|
|||
Changes in certain working capital items:
|
|
|
|
|
|
||||||
Accounts receivable, net
|
(10,349
|
)
|
|
15,704
|
|
|
(35,080
|
)
|
|||
Other current assets
|
4,979
|
|
|
9,455
|
|
|
(25,926
|
)
|
|||
Accounts payable
|
(5,272
|
)
|
|
7,256
|
|
|
(1,497
|
)
|
|||
Other current liabilities
|
18,291
|
|
|
(9,362
|
)
|
|
8,934
|
|
|||
Net cash provided by operating activities
|
312,397
|
|
|
370,392
|
|
|
206,565
|
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
||||||
Additions to property and equipment
|
(537,838
|
)
|
|
(454,097
|
)
|
|
(296,649
|
)
|
|||
Proceeds from sales of property and equipment
|
108,231
|
|
|
102,614
|
|
|
84,355
|
|
|||
Decrease in notes receivable
|
19,353
|
|
|
19,517
|
|
|
14,390
|
|
|||
Other
|
—
|
|
|
(3,580
|
)
|
|
(5,583
|
)
|
|||
Net cash used in investing activities
|
(410,254
|
)
|
|
(335,546
|
)
|
|
(203,487
|
)
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
||||||
Repayments of short-term debt
|
(20,000
|
)
|
|
(10,000
|
)
|
|
(10,000
|
)
|
|||
Proceeds from issuance of short-term debt
|
40,000
|
|
|
10,000
|
|
|
10,000
|
|
|||
Repayments of long-term debt
|
(40,000
|
)
|
|
—
|
|
|
(40,000
|
)
|
|||
Proceeds from issuance of long-term debt
|
125,000
|
|
|
—
|
|
|
75,000
|
|
|||
Payment of notes payable
|
(3,117
|
)
|
|
(3,117
|
)
|
|
—
|
|
|||
Dividends on common stock
|
(17,289
|
)
|
|
(15,115
|
)
|
|
(14,440
|
)
|
|||
Repurchases of common stock
|
—
|
|
|
(6,438
|
)
|
|
(30,587
|
)
|
|||
Tax withholding related to net share settlements of restricted stock awards
|
(1,832
|
)
|
|
(1,724
|
)
|
|
(1,977
|
)
|
|||
Stock options exercised
|
370
|
|
|
846
|
|
|
7,012
|
|
|||
Excess tax benefits from equity compensation
|
238
|
|
|
556
|
|
|
1,324
|
|
|||
Net cash provided by (used in) financing activities
|
83,370
|
|
|
(24,992
|
)
|
|
(3,668
|
)
|
|||
Effect of exchange rate fluctuations on cash
|
(384
|
)
|
|
(625
|
)
|
|
(484
|
)
|
|||
Net increase (decrease) in cash and cash equivalents
|
(14,871
|
)
|
|
9,229
|
|
|
(1,074
|
)
|
|||
Cash and cash equivalents, beginning of period
|
31,833
|
|
|
22,604
|
|
|
23,678
|
|
|||
Cash and cash equivalents, end of period
|
$
|
16,962
|
|
|
$
|
31,833
|
|
|
$
|
22,604
|
|
Supplemental disclosures of cash flow information:
|
|
|
|
|
|
||||||
Interest paid
|
$
|
2,470
|
|
|
$
|
1,978
|
|
|
$
|
820
|
|
Income taxes paid
|
4,673
|
|
|
35,205
|
|
|
76,849
|
|
|||
Supplemental schedule of non-cash investing activities:
|
|
|
|
|
|
||||||
Notes receivable issued upon sale of property and equipment
|
$
|
25,449
|
|
|
$
|
36,060
|
|
|
$
|
14,385
|
|
Issuance of notes payable
|
—
|
|
|
—
|
|
|
6,233
|
|
|||
Change in fair value of interest rate swap
|
337
|
|
|
242
|
|
|
(1,180
|
)
|
|||
Property and equipment acquired included in accounts payable
|
1,874
|
|
|
627
|
|
|
2,067
|
|
|||
Property and equipment disposed included in other receivables
|
155
|
|
|
21
|
|
|
—
|
|
(In thousands, except share and per share amounts)
|
Common
Stock
|
|
Paid-In
Capital
|
|
Retained
Earnings
|
|
Accumulated
Other
Comprehensive
Income (Loss)
|
|
Treasury
Stock
|
|
Total
Stockholders’
Equity
|
||||||||||||
BALANCE, December 31, 2013
|
$
|
805
|
|
|
$
|
98,534
|
|
|
$
|
830,842
|
|
|
$
|
(4,631
|
)
|
|
$
|
(153,031
|
)
|
|
$
|
772,519
|
|
Comprehensive income
|
—
|
|
|
—
|
|
|
98,650
|
|
|
(4,744
|
)
|
|
—
|
|
|
93,906
|
|
||||||
Purchases of 1,200,000 shares of common stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(30,587
|
)
|
|
(30,587
|
)
|
||||||
Dividends on common stock ($0.20 per share)
|
—
|
|
|
—
|
|
|
(14,407
|
)
|
|
—
|
|
|
—
|
|
|
(14,407
|
)
|
||||||
Equity compensation activity, 524,448 shares, including excess tax benefits
|
—
|
|
|
(2,801
|
)
|
|
—
|
|
|
—
|
|
|
9,160
|
|
|
6,359
|
|
||||||
Non-cash equity compensation expense
|
—
|
|
|
6,070
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,070
|
|
||||||
BALANCE, December 31, 2014
|
805
|
|
|
101,803
|
|
|
915,085
|
|
|
(9,375
|
)
|
|
(174,458
|
)
|
|
833,860
|
|
||||||
Comprehensive income
|
—
|
|
|
—
|
|
|
123,714
|
|
|
(3,688
|
)
|
|
—
|
|
|
120,026
|
|
||||||
Purchases of 225,000 shares of common stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6,438
|
)
|
|
(6,438
|
)
|
||||||
Dividends on common stock ($0.22 per share)
|
—
|
|
|
—
|
|
|
(15,833
|
)
|
|
—
|
|
|
—
|
|
|
(15,833
|
)
|
||||||
Equity compensation activity, 185,382 shares, including excess tax benefits
|
—
|
|
|
(3,430
|
)
|
|
—
|
|
|
—
|
|
|
3,108
|
|
|
(322
|
)
|
||||||
Non-cash equity compensation expense
|
—
|
|
|
4,361
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,361
|
|
||||||
BALANCE, December 31, 2015
|
805
|
|
|
102,734
|
|
|
1,022,966
|
|
|
(13,063
|
)
|
|
(177,788
|
)
|
|
935,654
|
|
||||||
Comprehensive income
|
—
|
|
|
—
|
|
|
79,129
|
|
|
(3,854
|
)
|
|
—
|
|
|
75,275
|
|
||||||
Dividends on common stock ($0.24 per share)
|
—
|
|
|
—
|
|
|
(17,299
|
)
|
|
—
|
|
|
—
|
|
|
(17,299
|
)
|
||||||
Equity compensation activity, 168,219 shares, including excess tax benefits
|
—
|
|
|
(4,080
|
)
|
|
—
|
|
|
—
|
|
|
2,856
|
|
|
(1,224
|
)
|
||||||
Non-cash equity compensation expense
|
—
|
|
|
2,381
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,381
|
|
||||||
BALANCE, December 31, 2016
|
$
|
805
|
|
|
$
|
101,035
|
|
|
$
|
1,084,796
|
|
|
$
|
(16,917
|
)
|
|
$
|
(174,932
|
)
|
|
$
|
994,787
|
|
|
|
Lives
|
|
Salvage Values
|
Building and improvements
|
|
30 years
|
|
0%
|
Tractors
|
|
80 months
|
|
0%
|
Trailers
|
|
12 years
|
|
$1,000
|
Service and other equipment
|
|
3-10 years
|
|
0%
|
|
Years Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Net income
|
$
|
79,129
|
|
|
$
|
123,714
|
|
|
$
|
98,650
|
|
Weighted average common shares outstanding
|
72,057
|
|
|
71,957
|
|
|
72,122
|
|
|||
Dilutive effect of stock-based awards
|
336
|
|
|
599
|
|
|
616
|
|
|||
Shares used in computing diluted earnings per share
|
72,393
|
|
|
72,556
|
|
|
72,738
|
|
|||
Basic earnings per share
|
$
|
1.10
|
|
|
$
|
1.72
|
|
|
$
|
1.37
|
|
Diluted earnings per share
|
$
|
1.09
|
|
|
$
|
1.71
|
|
|
$
|
1.36
|
|
2017
|
$
|
20,000
|
|
2018
|
—
|
|
|
2019
|
75,000
|
|
|
2020
|
85,000
|
|
|
2021
|
—
|
|
|
Total
|
$
|
180,000
|
|
|
December 31,
|
||||||
|
2016
|
|
2015
|
||||
Independent contractor notes receivable
|
$
|
46,831
|
|
|
$
|
38,450
|
|
Other notes receivable
|
5,189
|
|
|
7,474
|
|
||
|
52,020
|
|
|
45,924
|
|
||
Less current portion
|
14,590
|
|
|
11,597
|
|
||
Notes receivable – non-current
|
$
|
37,430
|
|
|
$
|
34,327
|
|
|
December 31,
|
||||||
|
2016
|
|
2015
|
||||
Student notes receivable
|
$
|
34,097
|
|
|
$
|
19,436
|
|
Allowance for doubtful student notes receivable
|
(15,682
|
)
|
|
(8,622
|
)
|
||
Total student notes receivable, net of allowance
|
18,415
|
|
|
10,814
|
|
||
Less current portion, net of allowance
|
7,350
|
|
|
4,747
|
|
||
Student notes receivable - non-current portion
|
$
|
11,065
|
|
|
$
|
6,067
|
|
|
Years Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Current:
|
|
|
|
|
|
||||||
Federal
|
$
|
237
|
|
|
$
|
32,090
|
|
|
$
|
51,260
|
|
State
|
2,928
|
|
|
5,665
|
|
|
6,606
|
|
|||
Foreign
|
534
|
|
|
1,250
|
|
|
220
|
|
|||
|
3,699
|
|
|
39,005
|
|
|
58,086
|
|
|||
Deferred:
|
|
|
|
|
|
||||||
Federal
|
42,895
|
|
|
33,912
|
|
|
4,503
|
|
|||
State
|
1,737
|
|
|
4,530
|
|
|
535
|
|
|||
|
44,632
|
|
|
38,442
|
|
|
5,038
|
|
|||
Total income tax expense
|
$
|
48,331
|
|
|
$
|
77,447
|
|
|
$
|
63,124
|
|
|
Years Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Tax at statutory rate
|
$
|
44,611
|
|
|
$
|
70,406
|
|
|
$
|
56,621
|
|
State income taxes, net of federal tax benefits
|
3,032
|
|
|
6,627
|
|
|
4,641
|
|
|||
Non-deductible meals and entertainment
|
1,549
|
|
|
1,687
|
|
|
1,497
|
|
|||
Income tax credits
|
(1,900
|
)
|
|
(1,700
|
)
|
|
(1,600
|
)
|
|||
Other, net
|
1,039
|
|
|
427
|
|
|
1,965
|
|
|||
Total income tax expense
|
$
|
48,331
|
|
|
$
|
77,447
|
|
|
$
|
63,124
|
|
|
December 31,
|
||||||
|
2016
|
|
2015
|
||||
Deferred tax assets:
|
|
|
|
||||
Insurance and claims accruals
|
$
|
74,015
|
|
|
$
|
71,285
|
|
Compensation-related accruals
|
10,056
|
|
|
10,187
|
|
||
Allowance for uncollectible accounts
|
6,135
|
|
|
6,138
|
|
||
Other
|
4,168
|
|
|
6,291
|
|
||
Gross deferred tax assets
|
94,374
|
|
|
93,901
|
|
||
Deferred tax liabilities:
|
|
|
|
||||
Property and equipment
|
377,093
|
|
|
330,580
|
|
||
Prepaid expenses
|
7,737
|
|
|
7,229
|
|
||
Other
|
2,313
|
|
|
2,356
|
|
||
Gross deferred tax liabilities
|
387,143
|
|
|
340,165
|
|
||
Net deferred tax liability
|
$
|
292,769
|
|
|
$
|
246,264
|
|
|
December 31,
|
||||||
|
2016
|
|
2015
|
||||
Unrecognized tax benefits, beginning balance
|
$
|
7,717
|
|
|
$
|
8,583
|
|
Gross increases – tax positions in prior period
|
236
|
|
|
229
|
|
||
Gross decreases – tax positions in prior period
|
(217
|
)
|
|
—
|
|
||
Gross increases – current-period tax positions
|
473
|
|
|
769
|
|
||
Settlements
|
(2,154
|
)
|
|
(1,864
|
)
|
||
Unrecognized tax benefits, ending balance
|
$
|
6,055
|
|
|
$
|
7,717
|
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
Stock options:
|
|
|
|
|
|
|
||||||
Pre-tax compensation expense
|
|
$
|
(25
|
)
|
|
$
|
30
|
|
|
$
|
116
|
|
Tax benefit
|
|
(9
|
)
|
|
11
|
|
|
46
|
|
|||
Stock option expense, net of tax
|
|
$
|
(16
|
)
|
|
$
|
19
|
|
|
$
|
70
|
|
Restricted awards:
|
|
|
|
|
|
|
||||||
Pre-tax compensation expense
|
|
$
|
2,337
|
|
|
$
|
1,875
|
|
|
$
|
4,134
|
|
Tax benefit
|
|
886
|
|
|
722
|
|
|
1,622
|
|
|||
Restricted stock expense, net of tax
|
|
$
|
1,451
|
|
|
$
|
1,153
|
|
|
$
|
2,512
|
|
Performance awards:
|
|
|
|
|
|
|
||||||
Pre-tax compensation expense
|
|
$
|
167
|
|
|
$
|
2,514
|
|
|
$
|
1,859
|
|
Tax benefit
|
|
63
|
|
|
968
|
|
|
724
|
|
|||
Performance award expense, net of tax
|
|
$
|
104
|
|
|
$
|
1,546
|
|
|
$
|
1,135
|
|
|
Number of
Options
(in thousands)
|
|
Weighted
Average
Exercise
Price ($)
|
|
Weighted
Average
Remaining
Contractual
Term
(Years)
|
|
Aggregate
Intrinsic Value
(in thousands)
|
|||||
Outstanding at beginning of period
|
192
|
|
|
$
|
18.29
|
|
|
|
|
|
||
Granted
|
—
|
|
|
—
|
|
|
|
|
|
|||
Exercised
|
(19
|
)
|
|
18.82
|
|
|
|
|
|
|||
Forfeited
|
(2
|
)
|
|
22.28
|
|
|
|
|
|
|||
Expired
|
—
|
|
|
—
|
|
|
|
|
|
|||
Outstanding at end of period
|
171
|
|
|
18.19
|
|
|
1.87
|
|
$
|
1,497
|
|
|
Exercisable at end of period
|
166
|
|
|
18.07
|
|
|
1.78
|
|
$
|
1,475
|
|
2016
|
$
|
119
|
|
2015
|
655
|
|
|
2014
|
3,687
|
|
|
Number of
Restricted
Awards (in
thousands)
|
|
Weighted
Average Grant
Date Fair
Value ($)
|
|||
Nonvested at beginning of period
|
445
|
|
|
$
|
24.32
|
|
Granted
|
67
|
|
|
26.54
|
|
|
Vested
|
(159
|
)
|
|
22.95
|
|
|
Forfeited
|
(60
|
)
|
|
22.35
|
|
|
Nonvested at end of period
|
293
|
|
|
25.98
|
|
|
Number of
Performance Awards (in
thousands)
|
|
Weighted
Average Grant
Date Fair
Value ($)
|
|||
Nonvested at beginning of period
|
258
|
|
|
$
|
27.23
|
|
Granted
|
110
|
|
|
26.53
|
|
|
Vested
|
(60
|
)
|
|
27.11
|
|
|
Forfeited
|
(184
|
)
|
|
26.78
|
|
|
Nonvested at end of period
|
124
|
|
|
27.33
|
|
2016
|
$
|
183
|
|
2015
|
182
|
|
|
2014
|
188
|
|
2016
|
$
|
2,113
|
|
2015
|
2,041
|
|
|
2014
|
1,812
|
|
|
December 31,
|
||||||
|
2016
|
|
2015
|
||||
Accumulated benefit obligation
|
$
|
6,920
|
|
|
$
|
7,068
|
|
Aggregate market value
|
5,821
|
|
|
6,216
|
|
|
Years Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Revenues
|
|
|
|
|
|
||||||
Truckload Transportation Services
|
$
|
1,533,981
|
|
|
$
|
1,644,874
|
|
|
$
|
1,702,137
|
|
Werner Logistics
|
417,172
|
|
|
393,174
|
|
|
390,645
|
|
|||
Other
|
57,062
|
|
|
54,512
|
|
|
46,588
|
|
|||
Corporate
|
1,749
|
|
|
2,297
|
|
|
2,803
|
|
|||
Subtotal
|
2,009,964
|
|
|
2,094,857
|
|
|
2,142,173
|
|
|||
Inter-segment eliminations
|
(973
|
)
|
|
(1,328
|
)
|
|
(2,884
|
)
|
|||
Total
|
$
|
2,008,991
|
|
|
$
|
2,093,529
|
|
|
$
|
2,139,289
|
|
|
|
|
|
|
|
||||||
Operating Income
|
|
|
|
|
|
||||||
Truckload Transportation Services
|
$
|
107,713
|
|
|
$
|
189,850
|
|
|
$
|
152,992
|
|
Werner Logistics
|
20,734
|
|
|
16,898
|
|
|
7,535
|
|
|||
Other
|
(6,177
|
)
|
|
(7,513
|
)
|
|
(3,991
|
)
|
|||
Corporate
|
3,800
|
|
|
1,221
|
|
|
3,552
|
|
|||
Total
|
$
|
126,070
|
|
|
$
|
200,456
|
|
|
$
|
160,088
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
Revenues
|
|
|
|
|
|
||||||
United States
|
$
|
1,760,214
|
|
|
$
|
1,821,026
|
|
|
$
|
1,857,624
|
|
Foreign countries
|
|
|
|
|
|
||||||
Mexico
|
183,058
|
|
|
191,453
|
|
|
187,124
|
|
|||
Other
|
65,719
|
|
|
81,050
|
|
|
94,541
|
|
|||
Total foreign countries
|
248,777
|
|
|
272,503
|
|
|
281,665
|
|
|||
Total
|
$
|
2,008,991
|
|
|
$
|
2,093,529
|
|
|
$
|
2,139,289
|
|
|
|
|
|
|
|
||||||
Long-lived Assets
|
|||||||||||
United States
|
$
|
1,341,703
|
|
|
$
|
1,134,433
|
|
|
$
|
989,815
|
|
Foreign countries
|
|
|
|
|
|
||||||
Mexico
|
20,614
|
|
|
19,879
|
|
|
23,734
|
|
|||
Other
|
321
|
|
|
158
|
|
|
233
|
|
|||
Total foreign countries
|
20,935
|
|
|
20,037
|
|
|
23,967
|
|
|||
Total
|
$
|
1,362,638
|
|
|
$
|
1,154,470
|
|
|
$
|
1,013,782
|
|
(In thousands, except per share amounts)
|
First Quarter
|
|
Second Quarter
|
|
Third Quarter
|
|
Fourth Quarter
|
||||||||
2016:
|
|
|
|
|
|
|
|
||||||||
Operating revenues
|
$
|
482,802
|
|
|
$
|
498,681
|
|
|
$
|
508,676
|
|
|
$
|
518,832
|
|
Operating income
|
32,487
|
|
|
29,553
|
|
|
29,074
|
|
|
34,956
|
|
||||
Net income
|
20,092
|
|
|
18,306
|
|
|
18,920
|
|
|
21,811
|
|
||||
Basic earnings per share
|
0.28
|
|
|
0.25
|
|
|
0.26
|
|
|
0.30
|
|
||||
Diluted earnings per share
|
0.28
|
|
|
0.25
|
|
|
0.26
|
|
|
0.30
|
|
(In thousands, except per share amounts)
|
First Quarter
|
|
Second Quarter
|
|
Third Quarter
|
|
Fourth Quarter
|
||||||||
2015:
|
|
|
|
|
|
|
|
||||||||
Operating revenues
|
$
|
495,654
|
|
|
$
|
534,644
|
|
|
$
|
534,448
|
|
|
$
|
528,783
|
|
Operating income
|
38,185
|
|
|
52,210
|
|
|
52,800
|
|
|
57,261
|
|
||||
Net income
|
23,142
|
|
|
31,848
|
|
|
32,076
|
|
|
36,648
|
|
||||
Basic earnings per share
|
0.32
|
|
|
0.44
|
|
|
0.45
|
|
|
0.51
|
|
||||
Diluted earnings per share
|
0.32
|
|
|
0.44
|
|
|
0.44
|
|
|
0.51
|
|
ITEM 9.
|
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
|
ITEM 9A.
|
CONTROLS AND PROCEDURES
|
ITEM 9B.
|
OTHER INFORMATION
|
ITEM 10.
|
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
|
ITEM 11.
|
EXECUTIVE COMPENSATION
|
ITEM 12.
|
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
|
|
|
|
|
|
|
Number of Securities Remaining Available for Future Issuance under Equity Compensation Plans (Excluding Securities Reflected in Column (a))
|
|
|
|
|
|
|
|
|
|
Number of Securities to be Issued upon Exercise of Outstanding Options, Warrants and Rights
|
|
Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights
|
|
|
|
|
|
|
|||
|
|
|
|
|||
Plan Category
|
|
(a)
|
|
(b)
|
|
(c)
|
Equity compensation plans approved by stockholders
|
|
588,410
(1)
|
|
$18.19
(2)
|
|
7,539,292
|
(1)
|
Includes 407,650 shares to be issued upon vesting of outstanding restricted stock awards.
|
(2)
|
The weighted-average exercise price does not take into account the shares to be issued upon vesting of outstanding restricted stock awards, which have no exercise price.
|
ITEM 13.
|
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
|
ITEM 14.
|
PRINCIPAL ACCOUNTING FEES AND SERVICES
|
ITEM 15.
|
EXHIBITS, FINANCIAL STATEMENT SCHEDULES
|
(a)
|
Financial Statements and Schedules.
|
|
|
Page
|
Report of Independent Registered Public Accounting Firm
|
|
26
|
Consolidated Statements of Income
|
|
27
|
Consolidated Statements of Comprehensive Income
|
|
28
|
Consolidated Balance Sheets
|
|
29
|
Consolidated Statements of Cash Flows
|
|
30
|
Consolidated Statements of Stockholders’ Equity
|
|
31
|
Notes to Consolidated Financial Statements
|
|
32
|
|
|
Page
|
Schedule II—Valuation and Qualifying Accounts
|
|
50
|
ITEM 16.
|
FORM 10-K SUMMARY
|
|
|
|
|
|
WERNER ENTERPRISES, INC.
|
|
|
|
|
By:
|
/s/ Derek J. Leathers
|
|
|
|
|
|
Derek J. Leathers
President and Chief Executive Officer
|
|
|
|
|
|
Signature
|
|
Position
|
|
Date
|
|
|
|
||
/s/ Clarence L. Werner
|
|
Executive Chairman and Director
|
|
February 23, 2017
|
Clarence L. Werner
|
|
|
|
|
|
|
|
|
|
/s/ Derek J. Leathers
|
|
President and Chief Executive Officer
|
|
February 23, 2017
|
Derek J. Leathers
|
|
(Principal Executive Officer)
|
|
|
|
|
|
||
/s/ Gregory L. Werner
|
|
Director
|
|
February 23, 2017
|
Gregory L. Werner
|
|
|
|
|
|
|
|
||
/s/ Michael L. Steinbach
|
|
Director
|
|
February 23, 2017
|
Michael L. Steinbach
|
|
|
|
|
|
|
|
||
/s/ Kenneth M. Bird, Ed.D.
|
|
Director
|
|
February 23, 2017
|
Kenneth M. Bird, Ed.D.
|
|
|
|
|
|
|
|
||
/s/ Patrick J. Jung
|
|
Director
|
|
February 23, 2017
|
Patrick J. Jung
|
|
|
|
|
|
|
|
||
/s/ Duane K. Sather
|
|
Director
|
|
February 23, 2017
|
Duane K. Sather
|
|
|
|
|
|
|
|
||
/s/ Dwaine J. Peetz, Jr., M.D.
|
|
Director
|
|
February 23, 2017
|
Dwaine J. Peetz, Jr., M.D.
|
|
|
|
|
|
|
|
|
|
/s/ Gerald H. Timmerman
|
|
Director
|
|
February 23, 2017
|
Gerald H. Timmerman
|
|
|
|
|
|
|
|
||
/s/ John J. Steele
|
|
Executive Vice President, Treasurer
|
|
February 23, 2017
|
John J. Steele
|
|
and Chief Financial Officer (Principal Financial Officer)
|
|
|
|
|
|
||
/s/ James L. Johnson
|
|
Executive Vice President, Chief Accounting Officer
|
|
February 23, 2017
|
James L. Johnson
|
|
and Corporate Secretary (Principal Accounting Officer)
|
|
|
|
|
|
|
|
(In thousands)
|
Balance at
Beginning of
Period
|
|
Charged to
Costs and
Expenses
|
|
Write-offs
(Recoveries)
of Doubtful
Accounts
|
|
Balance at
End of
Period
|
||||||||
Year ended December 31, 2016:
|
|
|
|
|
|
|
|
||||||||
Allowance for doubtful accounts
|
$
|
10,298
|
|
|
$
|
(245
|
)
|
|
$
|
870
|
|
|
$
|
9,183
|
|
Year ended December 31, 2015:
|
|
|
|
|
|
|
|
||||||||
Allowance for doubtful accounts
|
$
|
10,017
|
|
|
$
|
692
|
|
|
$
|
411
|
|
|
$
|
10,298
|
|
Year ended December 31, 2014:
|
|
|
|
|
|
|
|
||||||||
Allowance for doubtful accounts
|
$
|
9,939
|
|
|
$
|
206
|
|
|
$
|
128
|
|
|
$
|
10,017
|
|
(In thousands)
|
Balance at
Beginning of Period |
|
Charged to
Costs and Expenses |
|
Write-offs
(Recoveries) of Doubtful Accounts |
|
Balance at
End of Period |
||||||||
Year ended December 31, 2016:
|
|
|
|
|
|
|
|
||||||||
Allowance for doubtful student notes
|
$
|
8,622
|
|
|
$
|
19,019
|
|
|
$
|
11,959
|
|
|
$
|
15,682
|
|
Year ended December 31, 2015:
|
|
|
|
|
|
|
|
||||||||
Allowance for doubtful student notes
|
$
|
17,603
|
|
|
$
|
12,595
|
|
|
$
|
21,576
|
|
|
$
|
8,622
|
|
Year ended December 31, 2014:
|
|
|
|
|
|
|
|
||||||||
Allowance for doubtful student notes
|
$
|
14,948
|
|
|
$
|
15,336
|
|
|
$
|
12,681
|
|
|
$
|
17,603
|
|
|
|
|
|
|
Exhibit
Number
|
|
Description
|
|
Incorporated by Reference to:
|
|
|
|
||
3(i)
|
|
Restated Articles of Incorporation of Werner Enterprises, Inc.
|
|
Exhibit 3(i) to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2007
|
|
|
|
||
3(ii)
|
|
Revised and Restated By-Laws of Werner Enterprises, Inc.
|
|
Exhibit 3.1 to the Company’s Current Report on Form 8-K dated May 10, 2016
|
|
|
|
||
10.1
|
|
Werner Enterprises, Inc. Amended and Restated Equity Plan
|
|
Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2013
|
|
|
|
||
10.2
|
|
Non-Employee Director Compensation
|
|
Filed herewith
|
|
|
|
||
10.3
|
|
The Executive Nonqualified Excess Plan of Werner Enterprises, Inc., as amended
|
|
Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2009
|
|
|
|
||
10.4
|
|
Named Executive Officer Compensation
|
|
Filed herewith
|
|
|
|
||
10.5
|
|
Lease Agreement, as amended February 8, 2007, between the Company and Clarence L. Werner, Trustee of the Clarence L. Werner Revocable Trust
|
|
Exhibit 10.5 to the Company’s Annual Report on Form
10-K for the year ended December 31, 2006
|
|
|
|
||
10.6
|
|
License Agreement, dated February 8, 2007 between the Company and Clarence L. Werner, Trustee of the Clarence L. Werner Revocable Trust
|
|
Exhibit 10.6 to the Company’s Annual Report on Form
10-K for the year ended December 31, 2006
|
|
|
|
||
10.7
|
|
Form of Notice of Grant of Nonqualified Stock Option
|
|
Exhibit 10.1 to the Company’s Current Report on Form 8-K dated November 29, 2007
|
|
|
|
||
10.8
|
|
Form of Restricted Stock Award Agreement
|
|
Exhibit 10.1 to the Company’s Current Report on Form 8-K dated December 1, 2009
|
|
|
|
|
|
10.9
|
|
Form of Performance-Based Restricted Stock Award Agreement
|
|
Exhibit 10.1 to the Company’s Current Report on Form 8-K dated February 10, 2014
|
|
|
|
|
|
10.10
|
|
Severance Agreement and Release between the Registrant and Greg Werner
|
|
Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2015
|
10.11
|
|
Separation Agreement between the Registrant and James A. Mullen
|
|
Filed herewith
|
|
|
|
|
|
11
|
|
Statement Re: Computation of Per Share Earnings
|
|
See Note 1 (Common Stock and Earnings Per Share) in the Notes to Consolidated Financial Statements under Item 8 herein
|
|
|
|
||
21
|
|
Subsidiaries of the Registrant
|
|
Filed herewith
|
|
|
|
||
23.1
|
|
Consent of KPMG LLP
|
|
Filed herewith
|
|
|
|
||
31.1
|
|
Certification of the Chief Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934 (Section 302 of the Sarbanes-Oxley Act of 2002)
|
|
Filed herewith
|
|
|
|
||
31.2
|
|
Certification of the Chief Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934 (Section 302 of the Sarbanes-Oxley Act of 2002)
|
|
Filed herewith
|
|
|
|
||
Exhibit
Number
|
|
Description
|
|
Incorporated by Reference to:
|
|
|
|
|
|
32.1
|
|
Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350 (Section 906 of the Sarbanes-Oxley Act of 2002)
|
|
Furnished herewith
|
|
|
|
|
|
32.2
|
|
Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350 (Section 906 of the Sarbanes-Oxley Act of 2002)
|
|
Furnished herewith
|
|
|
|
|
|
101.INS
|
|
XBRL Instance Document
|
|
Filed herewith
|
|
|
|
|
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document
|
|
Filed herewith
|
|
|
|
|
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
Filed herewith
|
|
|
|
|
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
Filed herewith
|
|
|
|
|
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
Filed herewith
|
|
|
|
|
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
Filed herewith
|
Fee or Retainer
|
|
Amount
|
Annual Retainer for Board Membership
|
|
$15,000
(paid in quarterly installments of $3,750 each)
|
|
|
|
Annual Retainer for the Audit Committee Chair
|
|
$10,000
(paid in quarterly installments of $2,500 each)
|
|
|
|
Annual Retainer for the Compensation Committee Chair
|
|
$5,000
(paid in quarterly installments of $1,250 each)
|
|
|
|
Board of Directors Meeting Fee
|
|
$2,000
(paid for each Board meeting)
|
|
|
|
Board Committee Meeting Fee
|
|
$2,000
(paid for each committee meeting not held on the same day as a Board meeting)
|
Name
|
|
Base Salary
|
|
Cash Bonus
|
Derek J. Leathers
President and Chief Executive Officer
|
|
$700,000
|
|
$550,000
|
|
|
|
|
|
H. Marty Nordlund
Senior Executive Vice President and Chief Operating Officer
|
|
$375,000
|
|
$200,000
|
|
|
|
|
|
John J. Steele
Executive Vice President, Treasurer and Chief Financial Officer
|
|
$265,000
|
|
$115,000
|
|
|
|
|
|
Jim S. Schelble
Executive Vice President and Chief Administrative Officer
|
|
$310,000
|
|
$140,000
|
|
|
|
|
|
James L. Johnson
Executive Vice President, Chief Accounting Officer and Corporate Secretary
|
|
$310,000
|
|
$125,000
|
|
|
|
|
|
1.
|
Separation Date
.
|
2.
|
Terms of Separation.
|
a.
|
Health/Dental/Vision and Optional Benefits.
If you are currently enrolled in Werner’s group health/dental and/or vision benefits, you will have the right to continue coverage, at your own expense, pursuant to the Consolidated Omnibus Budget Reconciliation Act (“COBRA”). If you are currently enrolled in Werner’s group health plan, you will receive a COBRA notice from the Benefits Department explaining your rights and how to make your election. Should you have any questions, please contact Kendra Kripal at 402-894-3001, ext. 3968.
|
b.
|
401(k)/ESPP.
Your 401(k) Plan and Employee Stock Purchase Plan (“ESPP”) participation eligibility will end on your Separation Date. Vesting is according to the plan design schedule for each respective plan. If you have questions concerning your 401(k) account or your ESPP, contact Becky Norton at 402-895-6640, ext. 2257.
|
c.
|
Restricted Stock Grants
:
You understand and agree that you will forfeit the right to any Restricted Stock that has not vested as of your Separation Date, in accordance with the terms of the applicable Award Agreement.
|
d.
|
Deferred Compensation Plan.
Your eligibility to participate in the Werner’s Deferred Compensation Plan will end on your Separation Date. Payment will be made according to the terms of the Deferred Compensation Plan. If you have questions concerning the Deferred Compensation Plan, contact Christine Troia at 402-895-6640, ext. 3681.
|
e.
|
PTO.
You have no accrued PTO.
|
•
|
Company tools and supplies
|
•
|
Photo ID/access card
|
•
|
Parking tag
|
•
|
Office and desk keys
|
•
|
Computer
|
b.
|
Entire Agreement.
This Agreement sets forth the entire Agreement and understanding between you and Werner relating to the subject matter described in this Agreement and supersedes all prior agreements, arrangements and understandings, written or oral between the parties, except as specifically referenced in this Agreement.
|
d.
|
Amendments.
Any amendment to, modification of, or supplement to this Agreement must be in writing and signed by the parties to this Agreement.
|
e.
|
Binding Effect.
This Agreement shall inure to the benefit of and shall be binding upon Werner and its successors, and upon you and your heirs, executors, personal representatives, and legal representatives.
|
f.
|
Confidentiality.
You agree that you have and will keep the terms and amount of this Agreement completely confidential, except as required by applicable law, and that you have not, nor will you hereafter disclose any information concerning this Agreement to any person other than your present attorneys, accountants, tax advisors, or spouse, and only if those persons agree to abide by the provisions of the paragraph.
|
g.
|
Indemnification
. You agree that you will indemnify and hold Werner harmless from and against any and all losses, liabilities, costs, damages or expenses incurred by Werner or any Company Releasee (including, without limitation, reasonable attorneys’ fees) arising out of or resulting from any breach of Sections 8 or 12 of this Agreement by you. You further agree that if you challenge this Agreement, file any claims against Werner arising from or relating to your employment with, or termination from, Werner, excluding any claim challenging the validity of your waiver of rights under the Age Discrimination in Employment Act, or otherwise fail to abide by the terms of this Agreement, you will return all moneys and benefits received by you from Werner pursuant to this Agreement. In the event that you challenge the validity of your waiver of rights under the Age Discrimination in Employment Act, you agree that Werner may recover money and benefits paid under this Agreement if your challenge and subsequent Age Discrimination in Employment Act claim are successful and you obtains a monetary award.
|
h.
|
Protected Concerted Activity.
Nothing in this Agreement prohibits you from engaging in any activity that is protected by the National Labor Relations Act.
|
|
|
|
JURISDICTION OF
|
|
SUBSIDIARY
|
|
ORGANIZATION
|
|
|
|
|
1.
|
Gra-Gar, LLC
|
|
Delaware
|
2.
|
Drivers Management, LLC
|
|
Delaware
|
3.
|
Werner Management, Inc.
|
|
Nebraska
|
4.
|
Fleet Truck Sales, Inc., dba Werner Fleet Sales
|
|
Nebraska
|
5.
|
Werner Global Logistics, Inc.
|
|
Nebraska
|
6.
|
Werner Transportation, Inc.
|
|
Nebraska
|
7.
|
Werner de Mexico, S. de R.L. de C.V.
|
|
Mexico
|
8.
|
Werner Enterprises Canada Corporation
|
|
Canada
|
9.
|
Werner Leasing de Mexico, S. de R.L. de C.V.
|
|
Mexico
|
10.
|
Werner Global Logistics U.S., LLC
|
|
Nebraska
|
11.
|
Werner Global Logistics (Barbados), SRL
|
|
Barbados
|
12.
|
Werner Global Logistics (Shanghai) Co. Ltd.
|
|
China
|
13.
|
Werner Global Logistics-Hong Kong Limited
|
|
Hong Kong
|
14.
|
WECC, Inc.
|
|
Nebraska
|
15.
|
Werner Global Logistics Mexico, S. de R.L. de C.V.
|
|
Mexico
|
16.
|
Werner Global Logistics Australia Pty. Ltd
|
|
Australia
|
17.
|
CG&G, Inc.
|
|
Nebraska
|
18.
|
CG&G II, Inc.
|
|
Nebraska
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19.
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American Institute of Trucking, Inc.
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Arizona
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20.
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Career Path Training Corp.
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Florida
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/s/ KPMG LLP
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Omaha, Nebraska
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February 23, 2017
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1.
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I have reviewed this annual report on Form 10-K of Werner Enterprises, Inc.;
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2.
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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;
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3.
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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;
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4.
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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:
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a)
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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;
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b)
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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;
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c)
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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
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d)
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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
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5.
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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):
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a)
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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
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b)
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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.
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Date:
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February 23, 2017
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/s/ Derek J. Leathers
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Derek J. Leathers
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President and Chief Executive Officer
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1.
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I have reviewed this annual report on Form 10-K of Werner Enterprises, Inc.;
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2.
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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;
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3.
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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;
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4.
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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:
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a)
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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;
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b)
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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;
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c)
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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
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d)
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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
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5.
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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):
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a)
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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
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b)
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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.
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Date:
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February 23, 2017
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/s/ John J. Steele
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John J. Steele
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Executive Vice President, Treasurer and Chief Financial Officer
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1.
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The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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2.
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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February 23, 2017
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/s/ Derek J. Leathers
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Derek J. Leathers
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President and Chief Executive Officer
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1.
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The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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2.
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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February 23, 2017
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/s/ John J. Steele
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John J. Steele
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Executive Vice President, Treasurer and
Chief Financial Officer
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