|
|
|
[Mark one]
|
☒
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
☐
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
|
Nebraska
|
|
47-0648386
|
||
(State or other jurisdiction of
incorporation or organization)
|
|
(I.R.S. Employer
Identification No.)
|
||
|
|
|||
14507 Frontier Road
|
|
|
||
Post Office Box 45308
|
|
|
||
Omaha
|
,
|
Nebraska
|
|
68145-0308
|
(Address of principal executive offices)
|
|
(Zip Code)
|
|
Title of each class
|
|
Trading Symbol(s)
|
|
Name of each exchange on which registered
|
Common Stock, $0.01 Par Value
|
|
WERN
|
|
The NASDAQ Stock Market LLC
|
Large Accelerated Filer
|
☒
|
|
Accelerated filer
|
☐
|
|
Non-accelerated filer
|
☐
|
|
Smaller reporting company
|
☐
|
|
Emerging growth company
|
☐
|
|
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PAGE
|
Item 1.
|
||
Item 1A.
|
||
Item 1B.
|
||
Item 2.
|
||
Item 3.
|
||
Item 4.
|
||
|
|
|
|
|
|
Item 5.
|
||
Item 6.
|
||
Item 7.
|
||
Item 7A.
|
||
Item 8.
|
||
Item 9.
|
||
Item 9A.
|
||
Item 9B.
|
||
|
|
|
|
|
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Item 10.
|
||
Item 11.
|
||
Item 12.
|
||
Item 13.
|
||
Item 14.
|
||
|
|
|
Item 15.
|
||
Item 16.
|
ITEM 1.
|
BUSINESS
|
ITEM 1A.
|
RISK FACTORS
|
ITEM 1B.
|
UNRESOLVED STAFF COMMENTS
|
ITEM 2.
|
PROPERTIES
|
Location
|
|
Owned or Leased
|
|
Description
|
|
Segment
|
||||
Omaha, Nebraska
|
|
Owned
|
|
Corporate headquarters, maintenance, truck sales
|
|
TTS, Werner Logistics, Corporate
|
||||
Omaha, Nebraska
|
|
Owned
|
|
Disaster recovery, warehouse
|
|
Corporate
|
||||
Phoenix, Arizona
|
|
Owned
|
|
Office, maintenance
|
|
TTS
|
||||
Fontana, California
|
|
Owned
|
|
Office, maintenance, truck sales
|
|
TTS
|
||||
Denver, Colorado
|
|
Owned
|
|
Maintenance
|
|
TTS
|
||||
Atlanta, Georgia
|
|
Owned
|
|
Office, maintenance, truck sales
|
|
TTS
|
||||
Indianapolis, Indiana
|
|
Leased
Owned
|
|
Maintenance
Truck sales
|
|
TTS
TTS
|
||||
Springfield, Ohio
|
|
Owned
|
|
Office, maintenance, truck sales
|
|
TTS
|
||||
Allentown, Pennsylvania
|
|
Leased
|
|
Office, maintenance
|
|
TTS
|
||||
Dallas, Texas
|
|
Owned
|
|
Office, maintenance, truck sales
|
|
TTS
|
||||
Laredo, Texas
|
|
Owned
|
|
Office, maintenance, transloading, truck sales
|
|
TTS, Werner Logistics
|
||||
Lakeland, Florida
|
|
Leased
|
|
Office, maintenance
|
|
TTS
|
||||
El Paso, Texas
|
|
Owned
|
|
Office, maintenance
|
|
TTS
|
||||
Joliet, Illinois
|
|
Owned
|
|
Office, maintenance, truck sales
|
|
TTS
|
||||
West Memphis, Arkansas
|
|
Owned
|
|
Maintenance
|
|
TTS
|
||||
Brownstown, Michigan
|
|
Owned
|
|
Maintenance
|
|
TTS
|
ITEM 3.
|
LEGAL PROCEEDINGS
|
ITEM 4.
|
MINE SAFETY DISCLOSURES
|
ITEM 5.
|
MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
|
|
|
12/31/2014
|
|
12/31/2015
|
|
12/31/2016
|
|
12/31/2017
|
|
12/31/2018
|
|
12/31/2019
|
||||||||||||
Werner Enterprises, Inc. (WERN)
|
|
$
|
100
|
|
|
$
|
76
|
|
|
$
|
88
|
|
|
$
|
127
|
|
|
$
|
98
|
|
|
$
|
138
|
|
Standard & Poor’s 500
|
|
$
|
100
|
|
|
$
|
101
|
|
|
$
|
114
|
|
|
$
|
138
|
|
|
$
|
132
|
|
|
$
|
174
|
|
2018 Peer Group
|
|
$
|
100
|
|
|
$
|
72
|
|
|
$
|
94
|
|
|
$
|
119
|
|
|
$
|
99
|
|
|
$
|
139
|
|
2019 Peer Group
|
|
$
|
100
|
|
|
$
|
73
|
|
|
$
|
95
|
|
|
$
|
123
|
|
|
$
|
101
|
|
|
$
|
141
|
|
ITEM 6.
|
SELECTED FINANCIAL DATA
|
(In thousands, except per share amounts)
|
2019
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
||||||||||
Operating revenues
|
$
|
2,463,701
|
|
|
$
|
2,457,914
|
|
|
$
|
2,116,737
|
|
|
$
|
2,008,991
|
|
|
$
|
2,093,529
|
|
Net income (1)
|
166,944
|
|
|
168,148
|
|
|
202,889
|
|
|
79,129
|
|
|
123,714
|
|
|||||
Diluted earnings per share (1)
|
2.38
|
|
|
2.33
|
|
|
2.80
|
|
|
1.09
|
|
|
1.71
|
|
|||||
Cash dividends declared per share (2)
|
4.11
|
|
|
0.34
|
|
|
0.27
|
|
|
0.24
|
|
|
0.22
|
|
|||||
Total assets (3)
|
2,143,864
|
|
|
2,083,504
|
|
|
1,807,991
|
|
|
1,793,003
|
|
|
1,585,647
|
|
|||||
Total debt
|
300,000
|
|
|
125,000
|
|
|
75,000
|
|
|
180,000
|
|
|
75,000
|
|
|||||
Stockholders’ equity (1)
|
1,111,008
|
|
|
1,264,753
|
|
|
1,184,782
|
|
|
994,787
|
|
|
935,654
|
|
|||||
Book value per share (1) (4)
|
16.04
|
|
|
17.95
|
|
|
16.36
|
|
|
13.78
|
|
|
13.00
|
|
|||||
Return on average stockholders’ equity (1) (5)
|
14.6
|
%
|
|
13.7
|
%
|
|
19.5
|
%
|
|
8.2
|
%
|
|
14.1
|
%
|
|||||
Return on average total assets (1) (3) (6)
|
7.8
|
%
|
|
8.7
|
%
|
|
11.5
|
%
|
|
4.7
|
%
|
|
8.2
|
%
|
|||||
Operating ratio (consolidated) (7)
|
90.8
|
%
|
|
90.9
|
%
|
|
93.2
|
%
|
|
93.7
|
%
|
|
90.4
|
%
|
(1)
|
Includes the $110.5 million, or $1.52 per diluted share, non-cash reduction in income tax expense in 2017 resulting from the revaluation of net deferred income tax liabilities due to the Tax Cuts and Jobs Act of 2017. Excluding this item, return on average total assets was 5.3%, and return on average stockholders’ equity was 9.0% for 2017. Management believes the exclusion of the tax reform benefit provides a more useful comparison of the Company’s performance from period to period.
|
(2)
|
Includes a $3.75 per share special dividend declared in May 2019.
|
(3)
|
Pursuant to the Company’s early adoption of Accounting Standards Update 2015-17, “Total assets” and “Return on average total assets” for 2015 reflects the impact of reclassifying the current deferred income tax asset into the non-current deferred income tax liability.
|
(4)
|
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.
|
(5)
|
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.
|
(6)
|
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.
|
(7)
|
Operating expenses expressed as a percentage of operating revenues. Operating ratio is a common measure used in the trucking industry to evaluate profitability.
|
ITEM 7.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
•
|
Cautionary Note Regarding Forward-Looking Statements
|
•
|
Overview
|
•
|
Results of Operations
|
•
|
Liquidity and Capital Resources
|
•
|
Contractual Obligations and Commercial Commitments
|
•
|
Off-Balance Sheet Arrangements
|
•
|
Critical Accounting Estimates
|
•
|
Inflation
|
|
2019
|
|
2018
|
|
Percentage Change in Dollar Amounts
|
||||||||||
(Amounts in thousands)
|
$
|
|
%
|
|
$
|
|
%
|
|
%
|
||||||
Operating revenues
|
$
|
2,463,701
|
|
|
100.0
|
|
$
|
2,457,914
|
|
|
100.0
|
|
|
0.2
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|||||
Salaries, wages and benefits
|
818,487
|
|
|
33.2
|
|
781,064
|
|
|
31.8
|
|
|
4.8
|
|
||
Fuel
|
235,928
|
|
|
9.6
|
|
254,564
|
|
|
10.4
|
|
|
(7.3
|
)
|
||
Supplies and maintenance
|
182,909
|
|
|
7.4
|
|
185,074
|
|
|
7.5
|
|
|
(1.2
|
)
|
||
Taxes and licenses
|
95,525
|
|
|
3.9
|
|
87,318
|
|
|
3.5
|
|
|
9.4
|
|
||
Insurance and claims
|
88,913
|
|
|
3.6
|
|
98,133
|
|
|
4.0
|
|
|
(9.4
|
)
|
||
Depreciation
|
249,527
|
|
|
10.1
|
|
230,151
|
|
|
9.4
|
|
|
8.4
|
|
||
Rent and purchased transportation
|
549,438
|
|
|
22.3
|
|
589,002
|
|
|
24.0
|
|
|
(6.7
|
)
|
||
Communications and utilities
|
15,303
|
|
|
0.6
|
|
16,063
|
|
|
0.6
|
|
|
(4.7
|
)
|
||
Other
|
2,199
|
|
|
0.1
|
|
(7,670
|
)
|
|
(0.3
|
)
|
|
128.7
|
|
||
Total operating expenses
|
2,238,229
|
|
|
90.8
|
|
2,233,699
|
|
|
90.9
|
|
|
0.2
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|||||
Operating income
|
225,472
|
|
|
9.2
|
|
224,215
|
|
|
9.1
|
|
|
0.6
|
|
||
Total other expense (income)
|
3,566
|
|
|
0.2
|
|
334
|
|
|
—
|
|
|
967.7
|
|
||
Income before income taxes
|
221,906
|
|
|
9.0
|
|
223,881
|
|
|
9.1
|
|
|
(0.9
|
)
|
||
Income tax expense
|
54,962
|
|
|
2.2
|
|
55,733
|
|
|
2.3
|
|
|
(1.4
|
)
|
||
Net income
|
$
|
166,944
|
|
|
6.8
|
|
$
|
168,148
|
|
|
6.8
|
|
|
(0.7
|
)
|
|
2019
|
|
2018
|
|
|
|||||||||
TTS segment (amounts in thousands)
|
$
|
|
%
|
|
$
|
|
%
|
|
% Chg
|
|||||
Trucking revenues, net of fuel surcharge
|
$
|
1,652,663
|
|
|
|
|
$
|
1,588,175
|
|
|
|
|
4.1
|
%
|
Trucking fuel surcharge revenues
|
234,366
|
|
|
|
|
265,078
|
|
|
|
|
(11.6
|
)%
|
||
Non-trucking and other operating revenues
|
22,747
|
|
|
|
|
28,070
|
|
|
|
|
(19.0
|
)%
|
||
Operating revenues
|
1,909,776
|
|
|
100.0
|
|
1,881,323
|
|
|
100.0
|
|
1.5
|
%
|
||
Operating expenses
|
1,707,116
|
|
|
89.4
|
|
1,678,742
|
|
|
89.2
|
|
1.7
|
%
|
||
Operating income
|
$
|
202,660
|
|
|
10.6
|
|
$
|
202,581
|
|
|
10.8
|
|
—
|
%
|
TTS segment
|
2019
|
|
2018
|
|
% Chg
|
|||||
Average tractors in service
|
7,969
|
|
|
7,622
|
|
|
4.6
|
%
|
||
Average revenues per tractor per week (1)
|
$
|
3,988
|
|
|
$
|
4,007
|
|
|
(0.5
|
)%
|
Total tractors (at year end)
|
|
|
|
|
|
|
||||
Company
|
7,460
|
|
|
7,240
|
|
|
3.0
|
%
|
||
Independent contractor
|
540
|
|
|
580
|
|
|
(6.9
|
)%
|
||
Total tractors
|
8,000
|
|
|
7,820
|
|
|
2.3
|
%
|
||
Total trailers (at year end)
|
22,700
|
|
|
23,945
|
|
|
(5.2
|
)%
|
||
|
|
|
|
|
|
|
||||
One-Way Truckload
|
|
|
|
|
|
|
||||
Trucking revenues, net of fuel surcharge (in 000’s)
|
$
|
738,510
|
|
|
$
|
770,972
|
|
|
(4.2
|
)%
|
Average tractors in service
|
3,376
|
|
|
3,345
|
|
|
0.9
|
%
|
||
Total tractors (at year end)
|
3,370
|
|
|
3,320
|
|
|
1.5
|
%
|
||
Average percentage of empty miles
|
12.01
|
%
|
|
11.17
|
%
|
|
7.5
|
%
|
||
Average revenues per tractor per week (1)
|
$
|
4,207
|
|
|
$
|
4,432
|
|
|
(5.1
|
)%
|
Average % change in revenues per total mile (1)
|
(2.1
|
)%
|
|
13.2
|
%
|
|
|
|
||
Average % change in total miles per tractor per week
|
(3.1
|
)%
|
|
0.0
|
%
|
|
|
|
||
Average completed trip length in miles (loaded)
|
848
|
|
|
833
|
|
|
1.8
|
%
|
||
|
|
|
|
|
|
|
||||
Dedicated
|
|
|
|
|
|
|
||||
Trucking revenues, net of fuel surcharge (in 000’s)
|
$
|
914,153
|
|
|
$
|
817,203
|
|
|
11.9
|
%
|
Average tractors in service
|
4,593
|
|
|
4,277
|
|
|
7.4
|
%
|
||
Total tractors (at year end)
|
4,630
|
|
|
4,500
|
|
|
2.9
|
%
|
||
Average revenues per tractor per week (1)
|
$
|
3,827
|
|
|
$
|
3,673
|
|
|
4.2
|
%
|
(1)
|
Net of fuel surcharge revenues.
|
Werner Logistics segment
|
2019
|
|
2018
|
|
% Chg
|
|||
Average tractors in service
|
36
|
|
|
42
|
|
|
(14.3
|
)%
|
Total tractors (at year end)
|
33
|
|
|
40
|
|
|
(17.5
|
)%
|
Total trailers (at year end)
|
1,445
|
|
|
1,310
|
|
|
10.3
|
%
|
(Amounts in millions)
|
|
Total
|
|
Less than
1 year (2020)
|
|
1-3 years (2021-2022)
|
|
3-5 years (2023-2024)
|
|
More
than 5
years (After 2024)
|
|
Period
Unknown
|
||||||||||||
Contractual Obligations
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Unrecognized tax benefits
|
|
$
|
2.5
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2.5
|
|
Long-term debt, including current maturities
|
|
300.0
|
|
|
75.0
|
|
|
—
|
|
|
225.0
|
|
|
—
|
|
|
—
|
|
||||||
Interest payments on debt
|
|
24.5
|
|
|
6.3
|
|
|
10.8
|
|
|
7.4
|
|
|
—
|
|
|
—
|
|
||||||
Operating leases
|
|
12.6
|
|
|
3.9
|
|
|
5.2
|
|
|
2.4
|
|
|
1.1
|
|
|
—
|
|
||||||
Property and equipment purchase commitments
|
|
113.4
|
|
|
113.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Total contractual cash obligations
|
|
$
|
453.0
|
|
|
$
|
198.6
|
|
|
$
|
16.0
|
|
|
$
|
234.8
|
|
|
$
|
1.1
|
|
|
$
|
2.5
|
|
Other Commercial Commitments
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Unused lines of credit
|
|
$
|
242.3
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
242.3
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Stand-by letters of credit
|
|
32.7
|
|
|
32.7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Total commercial commitments
|
|
$
|
275.0
|
|
|
$
|
32.7
|
|
|
$
|
—
|
|
|
$
|
242.3
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Total obligations
|
|
$
|
728.0
|
|
|
$
|
231.3
|
|
|
$
|
16.0
|
|
|
$
|
477.1
|
|
|
$
|
1.1
|
|
|
$
|
2.5
|
|
ITEM 7A.
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
ITEM 8.
|
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
|
•
|
assessing the calculations used by the Company to determine its incurred-but-not-reported losses for consistency with generally accepted actuarial standards;
|
•
|
assessing the determination of loss development factors used in the calculations for consistency with historical Company data and industry, regulatory, and company-specific trends; and
|
•
|
developing an independent expectation of the Company’s claims reserves and comparing to the Company’s estimate.
|
|
Years Ended December 31,
|
||||||||||
(In thousands, except per share amounts)
|
2019
|
|
2018
|
|
2017
|
||||||
Operating revenues
|
$
|
2,463,701
|
|
|
$
|
2,457,914
|
|
|
$
|
2,116,737
|
|
Operating expenses:
|
|
|
|
|
|
||||||
Salaries, wages and benefits
|
818,487
|
|
|
781,064
|
|
|
681,547
|
|
|||
Fuel
|
235,928
|
|
|
254,564
|
|
|
198,745
|
|
|||
Supplies and maintenance
|
182,909
|
|
|
185,074
|
|
|
164,325
|
|
|||
Taxes and licenses
|
95,525
|
|
|
87,318
|
|
|
86,768
|
|
|||
Insurance and claims
|
88,913
|
|
|
98,133
|
|
|
79,927
|
|
|||
Depreciation
|
249,527
|
|
|
230,151
|
|
|
217,639
|
|
|||
Rent and purchased transportation
|
549,438
|
|
|
589,002
|
|
|
509,573
|
|
|||
Communications and utilities
|
15,303
|
|
|
16,063
|
|
|
16,105
|
|
|||
Other
|
2,199
|
|
|
(7,670
|
)
|
|
18,288
|
|
|||
Total operating expenses
|
2,238,229
|
|
|
2,233,699
|
|
|
1,972,917
|
|
|||
Operating income
|
225,472
|
|
|
224,215
|
|
|
143,820
|
|
|||
Other expense (income):
|
|
|
|
|
|
||||||
Interest expense
|
6,854
|
|
|
2,695
|
|
|
2,243
|
|
|||
Interest income
|
(3,326
|
)
|
|
(2,737
|
)
|
|
(3,308
|
)
|
|||
Other
|
38
|
|
|
376
|
|
|
328
|
|
|||
Total other expense (income)
|
3,566
|
|
|
334
|
|
|
(737
|
)
|
|||
Income before income taxes
|
221,906
|
|
|
223,881
|
|
|
144,557
|
|
|||
Income tax expense (benefit)
|
54,962
|
|
|
55,733
|
|
|
(58,332
|
)
|
|||
Net income
|
$
|
166,944
|
|
|
$
|
168,148
|
|
|
$
|
202,889
|
|
Earnings per share:
|
|
|
|
|
|
||||||
Basic
|
$
|
2.40
|
|
|
$
|
2.35
|
|
|
$
|
2.81
|
|
Diluted
|
$
|
2.38
|
|
|
$
|
2.33
|
|
|
$
|
2.80
|
|
Weighted-average common shares outstanding:
|
|
|
|
|
|
||||||
Basic
|
69,567
|
|
|
71,694
|
|
|
72,270
|
|
|||
Diluted
|
70,026
|
|
|
72,057
|
|
|
72,558
|
|
|
Years Ended December 31,
|
||||||||||
(In thousands)
|
2019
|
|
2018
|
|
2017
|
||||||
Net income
|
$
|
166,944
|
|
|
$
|
168,148
|
|
|
$
|
202,889
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
||||||
Foreign currency translation adjustments
|
1,996
|
|
|
(493
|
)
|
|
483
|
|
|||
Change in fair value of interest rate swaps, net of tax
|
(651
|
)
|
|
255
|
|
|
599
|
|
|||
Other comprehensive income (loss)
|
1,345
|
|
|
(238
|
)
|
|
1,082
|
|
|||
Comprehensive income
|
$
|
168,289
|
|
|
$
|
167,910
|
|
|
$
|
203,971
|
|
|
December 31,
|
||||||
(In thousands, except share amounts)
|
2019
|
|
2018
|
||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
26,418
|
|
|
$
|
33,930
|
|
Accounts receivable, trade, less allowance of $7,921 and $8,613, respectively
|
322,846
|
|
|
337,927
|
|
||
Other receivables
|
52,221
|
|
|
26,545
|
|
||
Inventories and supplies
|
9,243
|
|
|
10,060
|
|
||
Prepaid taxes, licenses and permits
|
16,757
|
|
|
16,619
|
|
||
Other current assets
|
38,849
|
|
|
31,577
|
|
||
Total current assets
|
466,334
|
|
|
456,658
|
|
||
Property and equipment, at cost:
|
|
|
|
||||
Land
|
63,244
|
|
|
59,103
|
|
||
Buildings and improvements
|
199,734
|
|
|
188,174
|
|
||
Revenue equipment
|
1,812,186
|
|
|
1,750,290
|
|
||
Service equipment and other
|
268,372
|
|
|
250,010
|
|
||
Total property and equipment
|
2,343,536
|
|
|
2,247,577
|
|
||
Less – accumulated depreciation
|
817,260
|
|
|
760,015
|
|
||
Property and equipment, net
|
1,526,276
|
|
|
1,487,562
|
|
||
Other non-current assets
|
151,254
|
|
|
139,284
|
|
||
Total assets
|
$
|
2,143,864
|
|
|
$
|
2,083,504
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
94,634
|
|
|
$
|
97,781
|
|
Current portion of long-term debt
|
75,000
|
|
|
75,000
|
|
||
Insurance and claims accruals
|
69,810
|
|
|
67,304
|
|
||
Accrued payroll
|
38,347
|
|
|
40,271
|
|
||
Other current liabilities
|
31,049
|
|
|
30,004
|
|
||
Total current liabilities
|
308,840
|
|
|
310,360
|
|
||
Long-term debt, net of current portion
|
225,000
|
|
|
50,000
|
|
||
Other long-term liabilities
|
21,129
|
|
|
10,911
|
|
||
Insurance and claims accruals, net of current portion
|
228,218
|
|
|
214,030
|
|
||
Deferred income taxes
|
249,669
|
|
|
233,450
|
|
||
Commitments and contingencies
|
|
|
|
||||
Stockholders’ equity:
|
|
|
|
||||
Common stock, $0.01 par value, 200,000,000 shares authorized; 80,533,536 shares
|
|
|
|
||||
issued; 69,244,525 and 70,441,973 shares outstanding, respectively
|
805
|
|
|
805
|
|
||
Paid-in capital
|
112,649
|
|
|
107,455
|
|
||
Retained earnings
|
1,294,608
|
|
|
1,413,746
|
|
||
Accumulated other comprehensive loss
|
(14,728
|
)
|
|
(16,073
|
)
|
||
Treasury stock, at cost; 11,289,011 and 10,091,563 shares, respectively
|
(282,326
|
)
|
|
(241,180
|
)
|
||
Total stockholders’ equity
|
1,111,008
|
|
|
1,264,753
|
|
||
Total liabilities and stockholders’ equity
|
$
|
2,143,864
|
|
|
$
|
2,083,504
|
|
(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, 2016
|
$
|
805
|
|
|
$
|
101,035
|
|
|
$
|
1,084,796
|
|
|
$
|
(16,917
|
)
|
|
$
|
(174,932
|
)
|
|
$
|
994,787
|
|
Comprehensive income
|
—
|
|
|
—
|
|
|
202,889
|
|
|
1,082
|
|
|
—
|
|
|
203,971
|
|
||||||
Dividends on common stock ($0.27 per share)
|
—
|
|
|
—
|
|
|
(19,523
|
)
|
|
—
|
|
|
—
|
|
|
(19,523
|
)
|
||||||
Equity compensation activity, 242,253 shares
|
—
|
|
|
(3,481
|
)
|
|
—
|
|
|
—
|
|
|
4,310
|
|
|
829
|
|
||||||
Non-cash equity compensation expense
|
—
|
|
|
4,546
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,546
|
|
||||||
Cumulative effect of accounting change
|
—
|
|
|
463
|
|
|
(291
|
)
|
|
—
|
|
|
—
|
|
|
172
|
|
||||||
BALANCE, December 31, 2017
|
805
|
|
|
102,563
|
|
|
1,267,871
|
|
|
(15,835
|
)
|
|
(170,622
|
)
|
|
1,184,782
|
|
||||||
Comprehensive income
|
—
|
|
|
—
|
|
|
168,148
|
|
|
(238
|
)
|
|
—
|
|
|
167,910
|
|
||||||
Purchase of 2,077,101 shares of common stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(72,165
|
)
|
|
(72,165
|
)
|
||||||
Dividends on common stock ($0.34 cents per share)
|
—
|
|
|
—
|
|
|
(24,284
|
)
|
|
—
|
|
|
—
|
|
|
(24,284
|
)
|
||||||
Equity compensation activity, 109,852 shares
|
—
|
|
|
(2,502
|
)
|
|
—
|
|
|
—
|
|
|
1,607
|
|
|
(895
|
)
|
||||||
Non-cash equity compensation expense
|
—
|
|
|
7,394
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,394
|
|
||||||
Cumulative effect of accounting change
|
—
|
|
|
—
|
|
|
2,011
|
|
|
—
|
|
|
—
|
|
|
2,011
|
|
||||||
BALANCE, December 31, 2018
|
805
|
|
|
107,455
|
|
|
1,413,746
|
|
|
(16,073
|
)
|
|
(241,180
|
)
|
|
1,264,753
|
|
||||||
Comprehensive income
|
—
|
|
|
—
|
|
|
166,944
|
|
|
1,345
|
|
|
—
|
|
|
168,289
|
|
||||||
Purchase of 1,300,000 shares of common stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(42,301
|
)
|
|
(42,301
|
)
|
||||||
Dividends on common stock ($4.11 per share)
|
—
|
|
|
—
|
|
|
(286,082
|
)
|
|
—
|
|
|
—
|
|
|
(286,082
|
)
|
||||||
Equity compensation activity, 102,552 shares
|
—
|
|
|
(2,883
|
)
|
|
—
|
|
|
—
|
|
|
1,155
|
|
|
(1,728
|
)
|
||||||
Non-cash equity compensation expense
|
—
|
|
|
8,077
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8,077
|
|
||||||
BALANCE, December 31, 2019
|
$
|
805
|
|
|
$
|
112,649
|
|
|
$
|
1,294,608
|
|
|
$
|
(14,728
|
)
|
|
$
|
(282,326
|
)
|
|
$
|
1,111,008
|
|
|
|
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,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Net income
|
$
|
166,944
|
|
|
$
|
168,148
|
|
|
$
|
202,889
|
|
Weighted average common shares outstanding
|
69,567
|
|
|
71,694
|
|
|
72,270
|
|
|||
Dilutive effect of stock-based awards
|
459
|
|
|
363
|
|
|
288
|
|
|||
Shares used in computing diluted earnings per share
|
70,026
|
|
|
72,057
|
|
|
72,558
|
|
|||
Basic earnings per share
|
$
|
2.40
|
|
|
$
|
2.35
|
|
|
$
|
2.81
|
|
Diluted earnings per share
|
$
|
2.38
|
|
|
$
|
2.33
|
|
|
$
|
2.80
|
|
|
Years Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Truckload Transportation Services
|
$
|
1,909,776
|
|
|
$
|
1,881,323
|
|
|
$
|
1,635,244
|
|
Werner Logistics
|
489,729
|
|
|
518,078
|
|
|
417,639
|
|
|||
Inter-segment eliminations
|
(243
|
)
|
|
(1,149
|
)
|
|
(829
|
)
|
|||
Transportation services
|
2,399,262
|
|
|
2,398,252
|
|
|
2,052,054
|
|
|||
Other revenues
|
64,439
|
|
|
59,662
|
|
|
64,683
|
|
|||
Total revenues
|
$
|
2,463,701
|
|
|
$
|
2,457,914
|
|
|
$
|
2,116,737
|
|
|
Years Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
United States
|
$
|
2,191,560
|
|
|
$
|
2,145,098
|
|
|
$
|
1,837,525
|
|
Mexico
|
197,470
|
|
|
233,116
|
|
|
210,228
|
|
|||
Other
|
74,671
|
|
|
79,700
|
|
|
68,984
|
|
|||
Total revenues
|
$
|
2,463,701
|
|
|
$
|
2,457,914
|
|
|
$
|
2,116,737
|
|
(In thousands)
|
December 31, 2019
|
||
Maturity of Lease Liabilities
|
|
||
2020
|
$
|
3,920
|
|
2021
|
3,063
|
|
|
2022
|
2,148
|
|
|
2023
|
1,225
|
|
|
2024
|
1,179
|
|
|
Thereafter
|
1,093
|
|
|
Total undiscounted operating lease payments
|
$
|
12,628
|
|
Less: Imputed interest
|
(892
|
)
|
|
Present value of operating lease liabilities
|
$
|
11,736
|
|
|
|
||
Balance Sheet Classification
|
|
||
Right-of-use assets (recorded in other non-current assets)
|
$
|
11,376
|
|
|
|
||
Current lease liabilities (recorded in other current liabilities)
|
$
|
3,583
|
|
Long-term lease liabilities (recorded in other long-term liabilities)
|
8,153
|
|
|
Total operating lease liabilities
|
$
|
11,736
|
|
|
|
||
Other Information
|
|
||
Weighted-average remaining lease term for operating leases
|
4.36 years
|
|
|
Weighted-average discount rate for operating leases
|
3.5
|
%
|
(In thousands)
|
December 31, 2019
|
||
2020
|
$
|
9,306
|
|
2021
|
715
|
|
|
2022
|
62
|
|
|
2023
|
—
|
|
|
2024
|
—
|
|
|
Thereafter
|
—
|
|
|
Total
|
$
|
10,083
|
|
2020
|
$
|
75,000
|
|
2021
|
—
|
|
|
2022
|
—
|
|
|
2023
|
—
|
|
|
2024
|
225,000
|
|
|
Total
|
$
|
300,000
|
|
|
December 31,
|
||||||
|
2019
|
|
2018
|
||||
Independent contractor notes receivable
|
$
|
15,011
|
|
|
$
|
18,660
|
|
Other notes receivable
|
9,805
|
|
|
11,298
|
|
||
Notes receivable
|
24,816
|
|
|
29,958
|
|
||
Less current portion
|
5,695
|
|
|
7,563
|
|
||
Notes receivable – non-current
|
$
|
19,121
|
|
|
$
|
22,395
|
|
|
December 31,
|
||||||
|
2019
|
|
2018
|
||||
Student notes receivable
|
$
|
61,078
|
|
|
$
|
53,025
|
|
Allowance for doubtful student notes receivable
|
(21,317
|
)
|
|
(19,361
|
)
|
||
Total student notes receivable, net of allowance
|
39,761
|
|
|
33,664
|
|
||
Less current portion, net of allowance
|
11,152
|
|
|
8,393
|
|
||
Student notes receivable – non-current
|
$
|
28,609
|
|
|
$
|
25,271
|
|
|
Years Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Current:
|
|
|
|
|
|
||||||
Federal
|
$
|
29,102
|
|
|
$
|
7,428
|
|
|
$
|
38,535
|
|
State
|
9,547
|
|
|
9,841
|
|
|
3,979
|
|
|||
Foreign
|
(88
|
)
|
|
770
|
|
|
102
|
|
|||
|
38,561
|
|
|
18,039
|
|
|
42,616
|
|
|||
Deferred:
|
|
|
|
|
|
||||||
Federal
|
15,094
|
|
|
37,284
|
|
|
(104,573
|
)
|
|||
State
|
1,307
|
|
|
410
|
|
|
3,625
|
|
|||
|
16,401
|
|
|
37,694
|
|
|
(100,948
|
)
|
|||
Total income tax expense (benefit)
|
$
|
54,962
|
|
|
$
|
55,733
|
|
|
$
|
(58,332
|
)
|
|
Years Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Tax at statutory rate
|
$
|
46,600
|
|
|
$
|
47,015
|
|
|
$
|
50,595
|
|
Change in federal income tax rate
|
—
|
|
|
—
|
|
|
(110,508
|
)
|
|||
State income taxes, net of federal tax benefits
|
8,575
|
|
|
8,098
|
|
|
4,943
|
|
|||
Non-deductible meals and entertainment
|
1,117
|
|
|
1,044
|
|
|
1,495
|
|
|||
Income tax credits
|
(1,600
|
)
|
|
(1,800
|
)
|
|
(1,780
|
)
|
|||
Equity compensation
|
(207
|
)
|
|
(312
|
)
|
|
(820
|
)
|
|||
Other, net
|
477
|
|
|
1,688
|
|
|
(2,257
|
)
|
|||
Total income tax expense (benefit)
|
$
|
54,962
|
|
|
$
|
55,733
|
|
|
$
|
(58,332
|
)
|
|
December 31,
|
||||||
|
2019
|
|
2018
|
||||
Deferred income tax assets:
|
|
|
|
||||
Insurance and claims accruals
|
$
|
48,537
|
|
|
$
|
47,031
|
|
Compensation-related accruals
|
8,067
|
|
|
7,413
|
|
||
Allowance for uncollectible accounts
|
3,690
|
|
|
3,628
|
|
||
Other
|
1,863
|
|
|
1,896
|
|
||
Gross deferred income tax assets
|
62,157
|
|
|
59,968
|
|
||
Deferred income tax liabilities:
|
|
|
|
||||
Property and equipment
|
305,575
|
|
|
287,061
|
|
||
Prepaid expenses
|
4,928
|
|
|
4,772
|
|
||
Other
|
1,323
|
|
|
1,585
|
|
||
Gross deferred income tax liabilities
|
311,826
|
|
|
293,418
|
|
||
Net deferred income tax liability
|
$
|
249,669
|
|
|
$
|
233,450
|
|
|
December 31,
|
||||||
|
2019
|
|
2018
|
||||
Unrecognized tax benefits, beginning balance
|
$
|
2,577
|
|
|
$
|
2,883
|
|
Gross increases – tax positions in prior period
|
127
|
|
|
106
|
|
||
Gross decreases – tax positions in prior period
|
—
|
|
|
—
|
|
||
Gross increases – current-period tax positions
|
222
|
|
|
444
|
|
||
Settlements
|
(385
|
)
|
|
(856
|
)
|
||
Unrecognized tax benefits, ending balance
|
$
|
2,541
|
|
|
$
|
2,577
|
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2019
|
|
2018
|
|
2017
|
||||||
Stock options:
|
|
|
|
|
|
|
||||||
Pre-tax compensation expense
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
6
|
|
Tax benefit
|
|
—
|
|
|
—
|
|
|
2
|
|
|||
Stock option expense, net of tax
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4
|
|
Restricted awards:
|
|
|
|
|
|
|
||||||
Pre-tax compensation expense
|
|
$
|
4,943
|
|
|
$
|
4,143
|
|
|
$
|
3,244
|
|
Tax benefit
|
|
1,258
|
|
|
1,056
|
|
|
1,265
|
|
|||
Restricted stock expense, net of tax
|
|
$
|
3,685
|
|
|
$
|
3,087
|
|
|
$
|
1,979
|
|
Performance awards:
|
|
|
|
|
|
|
||||||
Pre-tax compensation expense
|
|
$
|
3,156
|
|
|
$
|
3,152
|
|
|
$
|
1,459
|
|
Tax benefit
|
|
803
|
|
|
804
|
|
|
569
|
|
|||
Performance award expense, net of tax
|
|
$
|
2,353
|
|
|
$
|
2,348
|
|
|
$
|
890
|
|
|
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
|
9
|
|
|
$
|
19.02
|
|
|
|
|
|
||
Granted
|
—
|
|
|
—
|
|
|
|
|
|
|||
Exercised
|
(9
|
)
|
|
19.02
|
|
|
|
|
|
|||
Forfeited
|
—
|
|
|
—
|
|
|
|
|
|
|||
Expired
|
—
|
|
|
—
|
|
|
|
|
|
|||
Outstanding at end of period
|
—
|
|
|
—
|
|
|
0.00
|
|
$
|
—
|
|
|
Exercisable at end of period
|
—
|
|
|
—
|
|
|
0.00
|
|
$
|
—
|
|
2019
|
$
|
136
|
|
2018
|
484
|
|
|
2017
|
1,722
|
|
|
Number of
Restricted
Awards (in
thousands)
|
|
Weighted
Average Grant
Date Fair
Value ($)
|
|||
Nonvested at beginning of period
|
326
|
|
|
$
|
31.93
|
|
Granted
|
175
|
|
|
33.11
|
|
|
Vested
|
(113
|
)
|
|
30.84
|
|
|
Forfeited
|
(19
|
)
|
|
31.94
|
|
|
Nonvested at end of period
|
369
|
|
|
32.83
|
|
|
Number of
Performance Awards (in
thousands)
|
|
Weighted
Average Grant
Date Fair
Value ($)
|
|||
Nonvested at beginning of period
|
207
|
|
|
$
|
27.92
|
|
Granted
|
163
|
|
|
28.83
|
|
|
Vested
|
(35
|
)
|
|
27.07
|
|
|
Forfeited
|
(8
|
)
|
|
29.33
|
|
|
Nonvested at end of period
|
327
|
|
|
28.75
|
|
2019
|
$
|
265
|
|
2018
|
239
|
|
|
2017
|
208
|
|
2019
|
$
|
4,414
|
|
2018
|
2,615
|
|
|
2017
|
2,357
|
|
|
December 31,
|
||||||
|
2019
|
|
2018
|
||||
Accumulated benefit obligation
|
$
|
9,588
|
|
|
$
|
7,202
|
|
Aggregate market value
|
8,284
|
|
|
6,588
|
|
|
Years Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Revenues
|
|
|
|
|
|
||||||
Truckload Transportation Services
|
$
|
1,909,776
|
|
|
$
|
1,881,323
|
|
|
$
|
1,635,244
|
|
Werner Logistics
|
489,729
|
|
|
518,078
|
|
|
417,639
|
|
|||
Other
|
61,850
|
|
|
56,903
|
|
|
62,745
|
|
|||
Corporate
|
2,589
|
|
|
2,759
|
|
|
1,938
|
|
|||
Subtotal
|
2,463,944
|
|
|
2,459,063
|
|
|
2,117,566
|
|
|||
Inter-segment eliminations
|
(243
|
)
|
|
(1,149
|
)
|
|
(829
|
)
|
|||
Total
|
$
|
2,463,701
|
|
|
$
|
2,457,914
|
|
|
$
|
2,116,737
|
|
|
|
|
|
|
|
||||||
Operating Income
|
|
|
|
|
|
||||||
Truckload Transportation Services
|
$
|
202,660
|
|
|
$
|
202,581
|
|
|
$
|
138,059
|
|
Werner Logistics
|
16,288
|
|
|
20,378
|
|
|
8,683
|
|
|||
Other
|
5,535
|
|
|
(453
|
)
|
|
35
|
|
|||
Corporate
|
989
|
|
|
1,709
|
|
|
(2,957
|
)
|
|||
Total
|
$
|
225,472
|
|
|
$
|
224,215
|
|
|
$
|
143,820
|
|
|
2019
|
|
2018
|
|
2017
|
||||||
Revenues
|
|
|
|
|
|
||||||
United States
|
$
|
2,191,560
|
|
|
$
|
2,145,098
|
|
|
$
|
1,837,525
|
|
Foreign countries
|
|
|
|
|
|
||||||
Mexico
|
197,470
|
|
|
233,116
|
|
|
210,228
|
|
|||
Other
|
74,671
|
|
|
79,700
|
|
|
68,984
|
|
|||
Total foreign countries
|
272,141
|
|
|
312,816
|
|
|
279,212
|
|
|||
Total
|
$
|
2,463,701
|
|
|
$
|
2,457,914
|
|
|
$
|
2,116,737
|
|
|
|
|
|
|
|
||||||
Long-lived Assets
|
|||||||||||
United States
|
$
|
1,487,591
|
|
|
$
|
1,452,532
|
|
|
$
|
1,321,206
|
|
Foreign countries
|
|
|
|
|
|
||||||
Mexico
|
38,428
|
|
|
34,741
|
|
|
25,309
|
|
|||
Other
|
257
|
|
|
289
|
|
|
348
|
|
|||
Total foreign countries
|
38,685
|
|
|
35,030
|
|
|
25,657
|
|
|||
Total
|
$
|
1,526,276
|
|
|
$
|
1,487,562
|
|
|
$
|
1,346,863
|
|
(In thousands, except per share amounts)
|
First Quarter
|
|
Second Quarter
|
|
Third Quarter
|
|
Fourth Quarter
|
||||||||
2019:
|
|
|
|
|
|
|
|
||||||||
Operating revenues
|
$
|
596,117
|
|
|
$
|
627,533
|
|
|
$
|
618,264
|
|
|
$
|
621,787
|
|
Operating income
|
48,019
|
|
|
58,442
|
|
|
53,357
|
|
|
65,654
|
|
||||
Net income
|
36,086
|
|
|
43,318
|
|
|
39,044
|
|
|
48,496
|
|
||||
Basic earnings per share
|
0.51
|
|
|
0.62
|
|
|
0.56
|
|
|
0.70
|
|
||||
Diluted earnings per share
|
0.51
|
|
|
0.62
|
|
|
0.56
|
|
|
0.70
|
|
(In thousands, except per share amounts)
|
First Quarter
|
|
Second Quarter
|
|
Third Quarter
|
|
Fourth Quarter
|
||||||||
2018:
|
|
|
|
|
|
|
|
||||||||
Operating revenues
|
$
|
562,684
|
|
|
$
|
619,130
|
|
|
$
|
629,735
|
|
|
$
|
646,365
|
|
Operating income
|
35,115
|
|
|
50,783
|
|
|
63,386
|
|
|
74,931
|
|
||||
Net income
|
27,807
|
|
|
38,264
|
|
|
47,514
|
|
|
54,563
|
|
||||
Basic earnings per share
|
0.38
|
|
|
0.53
|
|
|
0.67
|
|
|
0.77
|
|
||||
Diluted earnings per share
|
0.38
|
|
|
0.53
|
|
|
0.66
|
|
|
0.77
|
|
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
|
|
696,463(1)
|
|
$0.00(2)
|
|
6,795,967
|
(1)
|
Includes 695,648 shares to be issued upon vesting of outstanding restricted stock awards.
|
(2)
|
As of December 31, 2019, we do not have any outstanding stock options.
|
ITEM 13.
|
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
|
ITEM 14.
|
PRINCIPAL ACCOUNTING FEES AND SERVICES
|
ITEM 15.
|
EXHIBITS, FINANCIAL STATEMENT SCHEDULES
|
|
|
Page
|
Report of Independent Registered Public Accounting Firm
|
|
24
|
Consolidated Statements of Income
|
|
26
|
Consolidated Statements of Comprehensive Income
|
|
27
|
Consolidated Balance Sheets
|
|
28
|
Consolidated Statements of Cash Flows
|
|
29
|
Consolidated Statements of Stockholders’ Equity
|
|
30
|
Notes to Consolidated Financial Statements
|
|
31
|
|
|
Page
|
Schedule II—Valuation and Qualifying Accounts
|
|
55
|
|
|
|
|
|
Exhibit
Number
|
|
Description
|
|
Incorporated by Reference to:
|
|
|
|
||
|
|
|||
|
|
|
||
|
|
|||
|
|
|
|
|
|
|
|||
|
|
|
||
|
|
|
||
|
|
|
||
|
|
|||
|
|
|
||
|
|
|||
|
|
|
||
|
|
|||
|
|
|
||
|
|
|||
|
|
|
||
|
|
|||
|
|
|
||
|
|
|||
|
|
|
||
|
|
|||
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
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Exhibit
Number
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Description
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Incorporated by Reference to:
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101
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The following audited financial information from Werner Enterprises’ Annual Report on Form 10-K for the year ended December 31, 2019, formatted in iXBRL (Inline Extensible Business Reporting Language) includes: (i) Consolidated Statements of Income for the years ended December 31, 2019, December 31, 2018 and December 31, 2017, (ii) Consolidated Statements of Comprehensive Income for the years ended December 31, 2019, December 31, 2018 and December 31, 2017, (iii) Consolidated Balance Sheets as of December 31, 2019 and December 31, 2018, (iv) Consolidated Statements of Cash Flows for the years ended December 31, 2019, December 31, 2018 and December 31, 2017, (v) Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2019, December 31, 2018 and December 31, 2017, and (vi) the Notes to Consolidated Financial Statements as of December 31, 2019.
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104
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The cover page from this Annual Report on Form 10-K for the year ended December 31, 2019, formatted in Inline XBRL (included as Exhibit 101).
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ITEM 16.
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FORM 10-K SUMMARY
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WERNER ENTERPRISES, INC.
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By:
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/s/ Derek J. Leathers
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Derek J. Leathers
President and Chief Executive Officer
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Signature
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Position
|
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Date
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/s/ Clarence L. Werner
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Executive Chairman and Director
|
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February 27, 2020
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Clarence L. Werner
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/s/ Derek J. Leathers
|
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President and Chief Executive Officer
|
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February 27, 2020
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Derek J. Leathers
|
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(Principal Executive Officer)
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/s/ Gregory L. Werner
|
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Director
|
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February 27, 2020
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Gregory L. Werner
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/s/ Kenneth M. Bird, Ed.D.
|
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Director
|
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February 27, 2020
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Kenneth M. Bird, Ed.D.
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|
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/s/ Patrick J. Jung
|
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Director
|
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February 27, 2020
|
Patrick J. Jung
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/s/ Dwaine J. Peetz, Jr., M.D.
|
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Director
|
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February 27, 2020
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Dwaine J. Peetz, Jr., M.D.
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/s/ Gerald H. Timmerman
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Director
|
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February 27, 2020
|
Gerald H. Timmerman
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/s/ Diane K. Duren
|
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Director
|
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February 27, 2020
|
Diane K. Duren
|
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/s/ Michael L. Gallagher
|
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Director
|
|
February 27, 2020
|
Michael L. Gallagher
|
|
|
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/s/ Jack A. Holmes
|
|
Director
|
|
February 27, 2020
|
Jack A. Holmes
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|
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/s/ John J. Steele
|
|
Executive Vice President, Treasurer
|
|
February 27, 2020
|
John J. Steele
|
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and Chief Financial Officer (Principal Financial Officer)
|
|
|
|
|
|
||
/s/ James L. Johnson
|
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Executive Vice President, Chief Accounting Officer
|
|
February 27, 2020
|
James L. Johnson
|
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and Corporate Secretary (Principal Accounting Officer)
|
|
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|
(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, 2019:
|
|
|
|
|
|
|
|
||||||||
Allowance for doubtful accounts
|
$
|
8,613
|
|
|
$
|
219
|
|
|
$
|
911
|
|
|
$
|
7,921
|
|
Year ended December 31, 2018:
|
|
|
|
|
|
|
|
||||||||
Allowance for doubtful accounts
|
$
|
8,250
|
|
|
$
|
672
|
|
|
$
|
309
|
|
|
$
|
8,613
|
|
Year ended December 31, 2017:
|
|
|
|
|
|
|
|
||||||||
Allowance for doubtful accounts
|
$
|
9,183
|
|
|
$
|
184
|
|
|
$
|
1,117
|
|
|
$
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8,250
|
|
(In thousands)
|
Balance at
Beginning of Period |
|
Charged to
Costs and Expenses (1) |
|
Write-offs
(Recoveries) of Doubtful Accounts |
|
Balance at
End of Period |
||||||||
Year ended December 31, 2019:
|
|
|
|
|
|
|
|
||||||||
Allowance for doubtful student notes
|
$
|
19,361
|
|
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$
|
19,834
|
|
|
$
|
17,878
|
|
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$
|
21,317
|
|
Year ended December 31, 2018:
|
|
|
|
|
|
|
|
||||||||
Allowance for doubtful student notes
|
$
|
21,026
|
|
|
$
|
17,858
|
|
|
$
|
19,523
|
|
|
$
|
19,361
|
|
Year ended December 31, 2017:
|
|
|
|
|
|
|
|
||||||||
Allowance for doubtful student notes
|
$
|
15,682
|
|
|
$
|
15,917
|
|
|
$
|
10,573
|
|
|
$
|
21,026
|
|
|
|
|
JURISDICTION OF
|
|
SUBSIDIARY
|
|
ORGANIZATION
|
|
|
|
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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.
|
CG&G, Inc.
|
|
Nebraska
|
17.
|
CG&G II, Inc.
|
|
Nebraska
|
18.
|
American Institute of Trucking, Inc.
|
|
Arizona
|
19.
|
Career Path Training Corp.
|
|
Florida
|
20.
|
Werner Leasing, LLC
|
|
Nebraska
|
|
|
|
/s/ KPMG LLP
|
|
|
|
|
|
|
Omaha, Nebraska
|
|
|
|
|
February 27, 2020
|
|
|
|
|
1.
|
I have reviewed this annual report on Form 10-K of Werner Enterprises, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
|
c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
|
d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date:
|
February 27, 2020
|
|
|
|
/s/ Derek J. Leathers
|
Derek J. Leathers
|
President and Chief Executive Officer
|
1.
|
I have reviewed this annual report on Form 10-K of Werner Enterprises, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
|
c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
|
d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date:
|
February 27, 2020
|
|
|
|
/s/ John J. Steele
|
John J. Steele
|
Executive Vice President, Treasurer and Chief Financial Officer
|
1.
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
2.
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
February 27, 2020
|
|
/s/ Derek J. Leathers
|
|
|
Derek J. Leathers
|
|
|
President and Chief Executive Officer
|
1.
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
2.
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
February 27, 2020
|
|
/s/ John J. Steele
|
|
|
John J. Steele
|
|
|
Executive Vice President, Treasurer and
Chief Financial Officer
|