|
|
[Mark
|
one]
|
☒
|
QUARTERLY 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 2.
|
||
Item 3.
|
||
Item 4.
|
||
|
||
Item 1.
|
||
Item 1A.
|
||
Item 2.
|
||
Item 6.
|
|
Three Months Ended
March 31, |
||||||
(In thousands, except per share amounts)
|
2020
|
|
2019
|
||||
|
(Unaudited)
|
||||||
Operating revenues
|
$
|
592,703
|
|
|
$
|
596,117
|
|
Operating expenses:
|
|
|
|
||||
Salaries, wages and benefits
|
205,997
|
|
|
202,799
|
|
||
Fuel
|
48,771
|
|
|
56,138
|
|
||
Supplies and maintenance
|
45,721
|
|
|
45,685
|
|
||
Taxes and licenses
|
22,850
|
|
|
22,901
|
|
||
Insurance and claims
|
36,064
|
|
|
22,709
|
|
||
Depreciation
|
68,837
|
|
|
60,759
|
|
||
Rent and purchased transportation
|
126,442
|
|
|
132,836
|
|
||
Communications and utilities
|
3,808
|
|
|
4,011
|
|
||
Other
|
3,147
|
|
|
260
|
|
||
Total operating expenses
|
561,637
|
|
|
548,098
|
|
||
Operating income
|
31,066
|
|
|
48,019
|
|
||
Other expense (income):
|
|
|
|
||||
Interest expense
|
1,591
|
|
|
858
|
|
||
Interest income
|
(626
|
)
|
|
(903
|
)
|
||
Other
|
45
|
|
|
(116
|
)
|
||
Total other expense (income)
|
1,010
|
|
|
(161
|
)
|
||
Income before income taxes
|
30,056
|
|
|
48,180
|
|
||
Income taxes
|
6,998
|
|
|
12,094
|
|
||
Net income
|
$
|
23,058
|
|
|
$
|
36,086
|
|
Earnings per share:
|
|
|
|
||||
Basic
|
$
|
0.33
|
|
|
$
|
0.51
|
|
Diluted
|
$
|
0.33
|
|
|
$
|
0.51
|
|
Weighted-average common shares outstanding:
|
|
|
|
||||
Basic
|
69,253
|
|
|
70,274
|
|
||
Diluted
|
69,609
|
|
|
70,572
|
|
|
Three Months Ended
March 31, |
||||||
(In thousands)
|
2020
|
|
2019
|
||||
|
(Unaudited)
|
||||||
Net income
|
$
|
23,058
|
|
|
$
|
36,086
|
|
Other comprehensive income (loss):
|
|
|
|
||||
Foreign currency translation adjustments
|
(9,893
|
)
|
|
618
|
|
||
Change in fair value of interest rate swaps, net of tax
|
(5,597
|
)
|
|
(105
|
)
|
||
Other comprehensive income (loss)
|
(15,490
|
)
|
|
513
|
|
||
Comprehensive income
|
$
|
7,568
|
|
|
$
|
36,599
|
|
(In thousands, except share amounts)
|
March 31,
2020 |
|
December 31,
2019 |
||||
|
(Unaudited)
|
|
|
||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
72,237
|
|
|
$
|
26,418
|
|
Accounts receivable, trade, less allowance of $8,678 and $7,921, respectively
|
310,900
|
|
|
322,846
|
|
||
Other receivables
|
22,575
|
|
|
52,221
|
|
||
Inventories and supplies
|
8,151
|
|
|
9,243
|
|
||
Prepaid taxes, licenses and permits
|
12,757
|
|
|
16,757
|
|
||
Other current assets
|
33,023
|
|
|
38,849
|
|
||
Total current assets
|
459,643
|
|
|
466,334
|
|
||
Property and equipment
|
2,325,615
|
|
|
2,343,536
|
|
||
Less – accumulated depreciation
|
846,871
|
|
|
817,260
|
|
||
Property and equipment, net
|
1,478,744
|
|
|
1,526,276
|
|
||
Other non-current assets
|
150,511
|
|
|
151,254
|
|
||
Total assets
|
$
|
2,088,898
|
|
|
$
|
2,143,864
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
87,698
|
|
|
$
|
94,634
|
|
Current portion of long-term debt
|
75,000
|
|
|
75,000
|
|
||
Insurance and claims accruals
|
72,987
|
|
|
69,810
|
|
||
Accrued payroll
|
37,650
|
|
|
38,347
|
|
||
Other current liabilities
|
31,336
|
|
|
31,049
|
|
||
Total current liabilities
|
304,671
|
|
|
308,840
|
|
||
Long-term debt, net of current portion
|
175,000
|
|
|
225,000
|
|
||
Other long-term liabilities
|
28,186
|
|
|
21,129
|
|
||
Insurance and claims accruals, net of current portion
|
234,191
|
|
|
228,218
|
|
||
Deferred income taxes
|
244,814
|
|
|
249,669
|
|
||
Commitments and contingencies
|
|
|
|
||||
Stockholders’ equity:
|
|
|
|
||||
Common stock, $0.01 par value, 200,000,000 shares authorized; 80,533,536 shares
|
|
|
|
||||
issued; 69,086,736 and 69,244,525 shares outstanding, respectively
|
805
|
|
|
805
|
|
||
Paid-in capital
|
110,695
|
|
|
112,649
|
|
||
Retained earnings
|
1,311,448
|
|
|
1,294,608
|
|
||
Accumulated other comprehensive loss
|
(30,218
|
)
|
|
(14,728
|
)
|
||
Treasury stock, at cost; 11,446,800 and 11,289,011 shares, respectively
|
(290,694
|
)
|
|
(282,326
|
)
|
||
Total stockholders’ equity
|
1,102,036
|
|
|
1,111,008
|
|
||
Total liabilities and stockholders’ equity
|
$
|
2,088,898
|
|
|
$
|
2,143,864
|
|
(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 |
||||||||||||
|
(Unaudited)
|
||||||||||||||||||||||
BALANCE, December 31, 2019
|
$
|
805
|
|
|
$
|
112,649
|
|
|
$
|
1,294,608
|
|
|
$
|
(14,728
|
)
|
|
$
|
(282,326
|
)
|
|
$
|
1,111,008
|
|
Comprehensive income
|
—
|
|
|
—
|
|
|
23,058
|
|
|
(15,490
|
)
|
|
—
|
|
|
7,568
|
|
||||||
Purchases of 282,992 shares of common stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(8,798
|
)
|
|
(8,798
|
)
|
||||||
Dividends on common stock ($0.09 per share)
|
—
|
|
|
—
|
|
|
(6,218
|
)
|
|
—
|
|
|
—
|
|
|
(6,218
|
)
|
||||||
Equity compensation activity, 125,203 shares
|
—
|
|
|
(4,360
|
)
|
|
—
|
|
|
—
|
|
|
430
|
|
|
(3,930
|
)
|
||||||
Non-cash equity compensation expense
|
—
|
|
|
2,406
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,406
|
|
||||||
BALANCE, March 31, 2020
|
$
|
805
|
|
|
$
|
110,695
|
|
|
$
|
1,311,448
|
|
|
$
|
(30,218
|
)
|
|
$
|
(290,694
|
)
|
|
$
|
1,102,036
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
BALANCE, December 31, 2018
|
$
|
805
|
|
|
$
|
107,455
|
|
|
$
|
1,413,746
|
|
|
$
|
(16,073
|
)
|
|
$
|
(241,180
|
)
|
|
$
|
1,264,753
|
|
Comprehensive income
|
—
|
|
|
—
|
|
|
36,086
|
|
|
513
|
|
|
—
|
|
|
36,599
|
|
||||||
Purchases of 600,000 shares of common stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(20,545
|
)
|
|
(20,545
|
)
|
||||||
Dividends on common stock ($0.09 per share)
|
—
|
|
|
—
|
|
|
(6,290
|
)
|
|
—
|
|
|
—
|
|
|
(6,290
|
)
|
||||||
Equity compensation activity, 46,129 shares
|
—
|
|
|
(1,578
|
)
|
|
—
|
|
|
—
|
|
|
399
|
|
|
(1,179
|
)
|
||||||
Non-cash equity compensation expense
|
—
|
|
|
2,051
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,051
|
|
||||||
BALANCE, March 31, 2019
|
$
|
805
|
|
|
$
|
107,928
|
|
|
$
|
1,443,542
|
|
|
$
|
(15,560
|
)
|
|
$
|
(261,326
|
)
|
|
$
|
1,275,389
|
|
|
Three Months Ended
March 31, |
||||||
|
2020
|
|
2019
|
||||
Truckload Transportation Services
|
$
|
464,863
|
|
|
$
|
462,891
|
|
Werner Logistics
|
112,164
|
|
|
117,370
|
|
||
Inter-segment eliminations
|
(11
|
)
|
|
(205
|
)
|
||
Transportation services
|
577,016
|
|
|
580,056
|
|
||
Other revenues
|
15,687
|
|
|
16,061
|
|
||
Total revenues
|
$
|
592,703
|
|
|
$
|
596,117
|
|
|
Three Months Ended
March 31, |
||||||
|
2020
|
|
2019
|
||||
United States
|
$
|
530,071
|
|
|
$
|
526,592
|
|
Mexico
|
43,421
|
|
|
52,814
|
|
||
Other
|
19,211
|
|
|
16,711
|
|
||
Total revenues
|
$
|
592,703
|
|
|
$
|
596,117
|
|
(In thousands)
|
March 31, 2020
|
||
Maturity of Lease Liabilities
|
|
||
2020 (remaining)
|
$
|
2,688
|
|
2021
|
3,233
|
|
|
2022
|
2,360
|
|
|
2023
|
1,444
|
|
|
2024
|
1,404
|
|
|
Thereafter
|
1,442
|
|
|
Total undiscounted operating lease payments
|
$
|
12,571
|
|
Less: Imputed interest
|
(931
|
)
|
|
Present value of operating lease liabilities
|
$
|
11,640
|
|
|
|
||
Balance Sheet Classification
|
|
||
Right-of-use assets (recorded in other non-current assets)
|
$
|
11,278
|
|
|
|
||
Current lease liabilities (recorded in other current liabilities)
|
$
|
3,225
|
|
Long-term lease liabilities (recorded in other long-term liabilities)
|
8,415
|
|
|
Total operating lease liabilities
|
$
|
11,640
|
|
|
|
||
Other Information
|
|
||
Weighted-average remaining lease term for operating leases
|
4.38 years
|
|
|
Weighted-average discount rate for operating leases
|
3.5
|
%
|
(In thousands)
|
March 31, 2020
|
||
2020 (remaining)
|
$
|
7,270
|
|
2021
|
2,326
|
|
|
2022
|
53
|
|
|
2023
|
—
|
|
|
2024
|
—
|
|
|
Thereafter
|
—
|
|
|
Total
|
$
|
9,649
|
|
2020
|
$
|
75,000
|
|
2021
|
—
|
|
|
2022
|
—
|
|
|
2023
|
—
|
|
|
2024
|
175,000
|
|
|
Total
|
$
|
250,000
|
|
|
Three Months Ended
March 31, |
||||||
|
2020
|
|
2019
|
||||
Net income
|
$
|
23,058
|
|
|
$
|
36,086
|
|
Weighted average common shares outstanding
|
69,253
|
|
|
70,274
|
|
||
Dilutive effect of stock-based awards
|
356
|
|
|
298
|
|
||
Shares used in computing diluted earnings per share
|
69,609
|
|
|
70,572
|
|
||
Basic earnings per share
|
$
|
0.33
|
|
|
$
|
0.51
|
|
Diluted earnings per share
|
$
|
0.33
|
|
|
$
|
0.51
|
|
|
Three Months Ended
March 31, |
||||||
|
2020
|
|
2019
|
||||
Restricted awards:
|
|
|
|
||||
Pre-tax compensation expense
|
$
|
1,398
|
|
|
$
|
1,163
|
|
Tax benefit
|
356
|
|
|
297
|
|
||
Restricted stock expense, net of tax
|
$
|
1,042
|
|
|
$
|
866
|
|
Performance awards:
|
|
|
|
||||
Pre-tax compensation expense
|
$
|
1,010
|
|
|
$
|
896
|
|
Tax benefit
|
258
|
|
|
228
|
|
||
Performance award expense, net of tax
|
$
|
752
|
|
|
$
|
668
|
|
|
Number of
Restricted
Awards (in
thousands)
|
|
Weighted
Average Grant
Date Fair
Value ($)
|
|||
Nonvested at beginning of period
|
369
|
|
|
$
|
32.83
|
|
Granted
|
133
|
|
|
38.00
|
|
|
Vested
|
(76
|
)
|
|
33.39
|
|
|
Forfeited
|
(1
|
)
|
|
31.64
|
|
|
Nonvested at end of period
|
425
|
|
|
34.35
|
|
|
Number of
Performance
Awards (in
thousands)
|
|
Weighted
Average Grant
Date Fair
Value ($)
|
|||
Nonvested at beginning of period
|
327
|
|
|
$
|
28.75
|
|
Granted
|
100
|
|
|
37.65
|
|
|
Vested
|
(151
|
)
|
|
23.61
|
|
|
Forfeited
|
—
|
|
|
—
|
|
|
Nonvested at end of period
|
276
|
|
|
34.64
|
|
|
Three Months Ended
March 31, |
||||||
|
2020
|
|
2019
|
||||
Revenues
|
|
|
|
||||
Truckload Transportation Services
|
$
|
464,863
|
|
|
$
|
462,891
|
|
Werner Logistics
|
112,164
|
|
|
117,370
|
|
||
Other
|
15,068
|
|
|
15,472
|
|
||
Corporate
|
619
|
|
|
589
|
|
||
Subtotal
|
592,714
|
|
|
596,322
|
|
||
Inter-segment eliminations
|
(11
|
)
|
|
(205
|
)
|
||
Total
|
$
|
592,703
|
|
|
$
|
596,117
|
|
|
|
|
|
||||
Operating Income
|
|
|
|
||||
Truckload Transportation Services
|
$
|
29,089
|
|
|
$
|
42,953
|
|
Werner Logistics
|
1,085
|
|
|
4,711
|
|
||
Other
|
2,900
|
|
|
1,179
|
|
||
Corporate
|
(2,008
|
)
|
|
(824
|
)
|
||
Total
|
$
|
31,066
|
|
|
$
|
48,019
|
|
•
|
Overview
|
•
|
COVID-19
|
•
|
Results of Operations
|
•
|
Liquidity and Capital Resources
|
•
|
Contractual Obligations and Commercial Commitments
|
•
|
Regulations
|
•
|
Critical Accounting Estimates
|
|
Three Months Ended (3ME)
March 31, |
|
Percentage Change in Dollar Amounts
|
||||||||||
|
2020
|
|
2019
|
|
3ME
|
||||||||
(Amounts in thousands)
|
$
|
%
|
|
$
|
%
|
|
%
|
||||||
Operating revenues
|
$
|
592,703
|
|
100.0
|
|
$
|
596,117
|
|
100.0
|
|
|
(0.6
|
)
|
|
|
|
|
|
|
|
|
||||||
Operating expenses:
|
|
|
|
|
|
|
|
||||||
Salaries, wages and benefits
|
205,997
|
|
34.8
|
|
202,799
|
|
34.0
|
|
|
1.6
|
|
||
Fuel
|
48,771
|
|
8.2
|
|
56,138
|
|
9.4
|
|
|
(13.1
|
)
|
||
Supplies and maintenance
|
45,721
|
|
7.7
|
|
45,685
|
|
7.7
|
|
|
0.1
|
|
||
Taxes and licenses
|
22,850
|
|
3.9
|
|
22,901
|
|
3.8
|
|
|
(0.2
|
)
|
||
Insurance and claims
|
36,064
|
|
6.1
|
|
22,709
|
|
3.8
|
|
|
58.8
|
|
||
Depreciation
|
68,837
|
|
11.6
|
|
60,759
|
|
10.2
|
|
|
13.3
|
|
||
Rent and purchased transportation
|
126,442
|
|
21.3
|
|
132,836
|
|
22.3
|
|
|
(4.8
|
)
|
||
Communications and utilities
|
3,808
|
|
0.7
|
|
4,011
|
|
0.7
|
|
|
(5.1
|
)
|
||
Other
|
3,147
|
|
0.5
|
|
260
|
|
—
|
|
|
1,110.4
|
|
||
Total operating expenses
|
561,637
|
|
94.8
|
|
548,098
|
|
91.9
|
|
|
2.5
|
|
||
|
|
|
|
|
|
|
|
|
|||||
Operating income
|
31,066
|
|
5.2
|
|
48,019
|
|
8.1
|
|
|
(35.3
|
)
|
||
Total other expense (income)
|
1,010
|
|
0.1
|
|
(161
|
)
|
—
|
|
|
727.3
|
|
||
Income before income taxes
|
30,056
|
|
5.1
|
|
48,180
|
|
8.1
|
|
|
(37.6
|
)
|
||
Income taxes
|
6,998
|
|
1.2
|
|
12,094
|
|
2.0
|
|
|
(42.1
|
)
|
||
Net income
|
$
|
23,058
|
|
3.9
|
|
$
|
36,086
|
|
6.1
|
|
|
(36.1
|
)
|
|
Three Months Ended
March 31, |
||||||||||
|
2020
|
|
2019
|
||||||||
Truckload Transportation Services segment (amounts in thousands)
|
$
|
|
%
|
|
$
|
|
%
|
||||
Trucking revenues, net of fuel surcharge
|
$
|
409,098
|
|
|
|
|
$
|
397,691
|
|
|
|
Trucking fuel surcharge revenues
|
51,041
|
|
|
|
|
58,177
|
|
|
|
||
Non-trucking and other operating revenues
|
4,724
|
|
|
|
|
7,023
|
|
|
|
||
Operating revenues
|
464,863
|
|
|
100.0
|
|
462,891
|
|
|
100.0
|
||
Operating expenses
|
435,774
|
|
|
93.7
|
|
419,938
|
|
|
90.7
|
||
Operating income
|
$
|
29,089
|
|
|
6.3
|
|
$
|
42,953
|
|
|
9.3
|
|
Three Months Ended
March 31, |
|
|
|||||||
Truckload Transportation Services segment
|
2020
|
|
2019
|
|
% Change
|
|||||
Average tractors in service
|
7,862
|
|
|
7,887
|
|
|
(0.3
|
)%
|
||
Average revenues per tractor per week (1)
|
$
|
4,003
|
|
|
$
|
3,879
|
|
|
3.2
|
%
|
Total tractors (at quarter end)
|
|
|
|
|
|
|||||
Company
|
7,350
|
|
|
7,355
|
|
|
(0.1
|
)%
|
||
Independent contractor
|
485
|
|
|
590
|
|
|
(17.8
|
)%
|
||
Total tractors
|
7,835
|
|
|
7,945
|
|
|
(1.4
|
)%
|
||
Total trailers (at quarter end)
|
21,910
|
|
|
23,235
|
|
|
(5.7
|
)%
|
||
|
|
|
|
|
|
|||||
One-Way Truckload
|
|
|
|
|
|
|||||
Trucking revenues, net of fuel surcharge (in 000’s)
|
$
|
177,849
|
|
|
$
|
180,134
|
|
|
(1.3
|
)%
|
Average tractors in service
|
3,271
|
|
|
3,357
|
|
|
(2.6
|
)%
|
||
Total tractors (at quarter end)
|
3,150
|
|
|
3,385
|
|
|
(6.9
|
)%
|
||
Average percentage of empty miles
|
11.83
|
%
|
|
11.60
|
%
|
|
2.0
|
%
|
||
Average revenues per tractor per week (1)
|
$
|
4,182
|
|
|
$
|
4,127
|
|
|
1.3
|
%
|
Average % change in revenues per total mile (1)
|
(3.7
|
)%
|
|
6.5
|
%
|
|
|
|||
Average % change in total miles per tractor per week
|
5.1
|
%
|
|
(3.5
|
)%
|
|
|
|||
Average completed trip length in miles (loaded)
|
863
|
|
|
854
|
|
|
1.1
|
%
|
||
|
|
|
|
|
|
|||||
Dedicated
|
|
|
|
|
|
|||||
Trucking revenues, net of fuel surcharge (in 000’s)
|
$
|
231,249
|
|
|
$
|
217,557
|
|
|
6.3
|
%
|
Average tractors in service
|
4,591
|
|
|
4,530
|
|
|
1.3
|
%
|
||
Total tractors (at quarter end)
|
4,685
|
|
|
4,560
|
|
|
2.7
|
%
|
||
Average revenues per tractor per week (1)
|
$
|
3,874
|
|
|
$
|
3,694
|
|
|
4.9
|
%
|
(1)
|
Net of fuel surcharge revenues.
|
|
Three Months Ended
March 31, |
||||||||||
|
2020
|
|
2019
|
||||||||
Werner Logistics segment (amounts in thousands)
|
$
|
|
%
|
|
$
|
|
%
|
||||
Operating revenues
|
$
|
112,164
|
|
|
100.0
|
|
$
|
117,370
|
|
|
100.0
|
Rent and purchased transportation expense
|
95,932
|
|
|
85.5
|
|
97,020
|
|
|
82.7
|
||
Gross margin
|
16,232
|
|
|
14.5
|
|
20,350
|
|
|
17.3
|
||
Other operating expenses
|
15,147
|
|
|
13.5
|
|
15,639
|
|
|
13.3
|
||
Operating income
|
$
|
1,085
|
|
|
1.0
|
|
$
|
4,711
|
|
|
4.0
|
|
Three Months Ended
March 31, |
|
|
|||||
Werner Logistics segment
|
2020
|
|
2019
|
|
% Change
|
|||
Average tractors in service
|
32
|
|
|
38
|
|
|
(15.8
|
)%
|
Total tractors (at quarter end)
|
30
|
|
|
40
|
|
|
(25.0
|
)%
|
Total trailers (at quarter end)
|
1,625
|
|
|
1,745
|
|
|
(6.9
|
)%
|
Period
|
Total Number of Shares
(or Units) Purchased
|
Average Price Paid per
Share (or Unit)
|
Total Number of Shares
(or Units) Purchased as
Part of Publicly
Announced Plans or
Programs
|
Maximum Number (or
Approximate Dollar
Value) of Shares (or
Units) that May Yet Be
Purchased Under the
Plans or Programs
|
|||||
January 1-31, 2020
|
—
|
|
$
|
—
|
|
—
|
|
4,300,000
|
|
February 1-29, 2020
|
—
|
|
$
|
—
|
|
—
|
|
4,300,000
|
|
March 1-31, 2020
|
282,992
|
|
$
|
31.09
|
|
282,992
|
|
4,017,008
|
|
Total
|
282,992
|
|
$
|
31.09
|
|
282,992
|
|
4,017,008
|
|
Exhibit No.
|
|
Exhibit
|
|
Incorporated by Reference to:
|
|
|
|||
|
|
|
||
|
|
|||
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|||
|
|
|
||
|
|
|||
|
|
|
||
|
|
|||
|
|
|
||
|
|
|||
|
|
|
||
101
|
|
The following unaudited financial information from Werner Enterprises’ Quarterly Report on Form 10-Q for the quarter ended March 31, 2020, formatted in iXBRL (Inline Extensible Business Reporting Language) includes: (i) Consolidated Statements of Income for the three months ended March 31, 2020 and March 31, 2019, (ii) Consolidated Statements of Comprehensive Income for the three months ended March 31, 2020 and March 31, 2019, (iii) Consolidated Condensed Balance Sheets as of March 31, 2020 and December 31, 2019, (iv) Consolidated Statements of Cash Flows for the three months ended March 31, 2020 and March 31, 2019, (v) Consolidated Statements of Stockholders’ Equity for the three months ended March 31, 2020 and March 31, 2019, and (vi) the Notes to Consolidated Financial Statements (Unaudited) as of March 31, 2020.
|
|
|
|
|
|
|
|
104
|
|
The cover page from this Quarterly Report on Form 10-Q for the quarter ended March 31, 2020, formatted in Inline XBRL (included as Exhibit 101).
|
|
|
|
WERNER ENTERPRISES, INC.
|
||
|
|
|
|
Date: May 7, 2020
|
By:
|
|
/s/ John J. Steele
|
|
|
|
John J. Steele
|
|
|
|
Executive Vice President, Treasurer and
Chief Financial Officer
|
|
|
|
|
Date: May 7, 2020
|
By:
|
|
/s/ James L. Johnson
|
|
|
|
James L. Johnson
|
|
|
|
Executive Vice President, Chief Accounting
Officer and Corporate Secretary
|
Fee or Retainer
|
|
Amount
|
|
|
|
Annual Cash Retainer for Board Membership
|
|
$50,000
|
|
|
|
Annual Cash Retainer for the Audit Committee Chair
|
|
$15,000
|
|
|
|
Annual Cash Retainer for the Compensation Committee Chair
|
|
$10,000
|
|
|
|
Annual Cash Retainer for the Nominating and Corporate Governance Committee Chair
|
|
$10,000
|
|
|
|
Annual Restricted Stock Award for Board Membership
|
|
$80,000
|
1.
|
I have reviewed this quarterly report on Form 10-Q 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.
|
/s/ Derek J. Leathers
|
Derek J. Leathers
|
President and Chief Executive Officer
|
1.
|
I have reviewed this quarterly report on Form 10-Q 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.
|
/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.
|
May 7, 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.
|
May 7, 2020
|
|
/s/ John J. Steele
|
|
|
John J. Steele
|
|
|
Executive Vice President, Treasurer and
Chief Financial Officer
|