8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

February 5, 2020

WERNER ENTERPRISES, INC.

(Exact name of registrant as specified in its charter)

Nebraska			0-14690	47-0648386
(State or other jurisdiction of incorporation)			(Commission File Number)	(I.R.S. Employer Identification No.)
14507 Frontier Road
Post Office Box 45308
Omaha	,	Nebraska		68145-0308
(Address of principal executive offices)				(Zip Code)

(402) 895-6640

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR40.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

On February 5, 2020, the registrant issued a press release regarding, among other things, its financial results for the fourth quarter and year ended December 31, 2019. A copy of the press release is furnished as Exhibit 99.1 to this Form 8-K.

In accordance with General Instruction B.2 to the Form 8-K, the information under this Item 2.02 and the press release exhibit to this Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section 18, nor shall such information and exhibit be deemed incorporated by reference in any filing under the Exchange Act or the Securities Act of 1933, as amended (the “Securities Act”), unless the registrant expressly states that such information and exhibit are to be considered “filed” under the Exchange Act or incorporates such information and exhibit by specific reference in an Exchange Act or Securities Act filing.

The press release furnished as Exhibit 99.1 to this Form 8-K may contain forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act and made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, as amended. Such forward-looking statements are based on information presently available to the registrant’s management and are current only as of the date made. Actual results could also differ materially from those anticipated as a result of a number of factors, including, but not limited to, those discussed in the registrant’s Annual Report on Form 10-K for the year ended December 31, 2018. For those reasons, undue reliance should not be placed on any forward-looking statement. The registrant assumes no duty or obligation to update or revise any forward-looking statement, although it may do so from time to time as management believes is warranted or as may be required by applicable securities law. Any such updates or revisions may be made by filing reports with the U.S. Securities and Exchange Commission, through the issuance of press releases or by other methods of public disclosure.

ITEM 9.01.     FINANCIAL STATEMENTS AND EXHIBITS.

(d)    Exhibits.

99.1	Press release issued by the registrant on February 5, 2020, “Werner Enterprises Reports Fourth Quarter and Full Year 2019 Results”.
101	Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document).
104	The cover page from this Current Report on Form 8-K, formatted as Inline XBRL.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	WERNER ENTERPRISES, INC.
Date: February 5, 2020	By:	/s/ John J. Steele
		John J. Steele
		Executive Vice President, Treasurer and Chief Financial Officer
Date: February 5, 2020	By:	/s/ James L. Johnson
		James L. Johnson
		Executive Vice President, Chief Accounting Officer and Corporate Secretary

EX-99.1

Exhibit 99.1

Werner Enterprises Reports Fourth Quarter and Full Year 2019 Results

Fourth Quarter 2019 Highlights (all metrics compared to fourth quarter 2018 unless otherwise noted)

• Total revenues of $621.8 million, down $24.6 million, or 4%

• Operating income of $65.7 million, down 12%; non-GAAP adjusted operating income of $63.4 million, down 14%

• Operating margin of 10.6%, down 100 basis points (bps); non-GAAP adjusted operating margin of 10.2%, down 120 bps

• Diluted EPS of $0.70, down 9%; non-GAAP adjusted diluted EPS of $0.67, down 11%

OMAHA, Neb., February 5, 2020 -- Werner Enterprises, Inc. (NASDAQ: WERN), one of the nation’s largest transportation and logistics companies, today reported financial results for the fourth quarter and full year ended December 31, 2019.

“We are pleased to report good results for the quarter, despite a challenging operating environment compared to the stronger freight and market conditions in the prior-year quarter. In fourth quarter 2019, freight volumes were comparable to fourth quarter 2018 and showed improvement sequentially from third quarter 2019; however, the rate environment in fourth quarter 2019 was meaningfully softer due to a decline in One-Way Truckload project and surge pricing,” said Derek J. Leathers, President and Chief Executive Officer. 

“With respect to the full year comparisons, 2019 was a more difficult year than 2018, due to slower growth in the domestic economy and increased truckload capacity, both of which led to lower freight volumes and less attractive pricing. Despite these challenges, we delivered higher earnings per share in 2019 than 2018. Our exceptional execution, effective cost management and our balanced revenue model of Dedicated, One-Way Truckload and Logistics, allowed us to weather the storm. I am extremely proud and grateful for the contributions of our entire Werner team to produce these strong results.”

Total revenues for the quarter decreased 4% to $621.8 million versus the prior year quarter, primarily attributable to lower Logistics and fuel surcharge revenues, partially offset by dedicated fleet growth.

Operating income of $65.7 million decreased $9.3 million, or 12%. Operating margin of 10.6% decreased 100 basis points due to a more challenging freight and rate market in one-way truckload and logistics. On a non-GAAP basis, adjusted operating income of $63.4 million decreased $10.2 million, or 14%. Adjusted operating margin of 10.2% declined 120 basis points from 11.4% for the same quarter last year.

Interest expense of $2.2 million was $1.3 million higher, or a $0.01 increase per share. The effective income tax rate during the quarter was 24.4% compared to 26.8% in fourth quarter 2018, or a $0.02 per share favorable impact. The current quarter rate was slightly lower than our expected range of 25% to 26% because of favorable discrete federal and state income tax items.

Net income of $48.5 million decreased 11%. On a non-GAAP basis, adjusted net income declined 13% to $46.8 million compared to $53.6 million for the same quarter last year. Diluted earnings per share (EPS) for the quarter of $0.70 decreased 9%.

Diluted EPS in fourth quarter 2019 included (i) a $0.01 per share, or$1.2 million pre-tax, insurance and claims accrual for interest on a previously disclosedMay 2018 jury verdict that we are appealing and (ii)

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pre-tax gains of $3.4 million, or $0.04 per share, related to the sale of real estate. Diluted EPS in fourth quarter 2018 included (i) a$0.01 per share, or $1.2 million, insurance and claims accrual for interest on the aforementioned jury verdict and (ii) a gain of $2.4 million, or $0.03 per share, related to the sale of real estate.

On a non-GAAP basis, adjusted diluted EPS of $0.67 decreased 11% from $0.75 for fourth quarter 2018.

Key Consolidated Financial Metrics

	Three Months Ended December 31,								Year Ended December 31,
(In thousands, except per share amounts)	2019			2018			Y/Y Change		2019			2018			Y/Y Change
Total revenues	$	621,787		$	646,365		(4	)%	$	2,463,701		$	2,457,914		0	%
Truckload Transportation Services revenues	486,575			494,708			(2	)%	1,909,776			1,881,323			2	%
Werner Logistics revenues	120,145			137,224			(12	)%	489,729			518,078			(5	)%
Operating income	65,654			74,931			(12	)%	225,472			224,215			1	%
Operating margin	10.6		%	11.6		%	(100) bps		9.2		%	9.1		%	10 bps
Net income	48,496			54,563			(11	)%	166,944			168,148			(1	)%
Diluted earnings per share	0.70			0.77			(9	)%	2.38			2.33			2	%
Adjusted operating income (1)	63,413			73,649			(14	)%	225,947			228,577			(1	)%
Adjusted operating margin (1)	10.2		%	11.4		%	(120) bps		9.2		%	9.3		%	(10) bps
Adjusted net income (1)	46,821			53,603			(13	)%	167,299			171,413			(2	)%
Adjusted diluted earnings per share (1)	0.67			0.75			(11	)%	2.39			2.38			0	%

(1) See GAAP to non-GAAP reconciliation schedule.

Truckload Transportation Services (TTS) Segment

• Revenues of $486.6 million decreased $8.1 million, or 2%

• Operating income of $59.2 million decreased $7.7 million, or 11%; non-GAAP adjusted operating income of $60.4 million decreased $7.6 million, or 11%

• Operating margin of 12.2% decreased 130 basis points from 13.5%; non-GAAP adjusted operating margin of 12.4% decreased 130 basis points from 13.7%

• Average segment trucks in service totaled 8,042, an increase of 255 trucks year over year

• Dedicated unit trucks at quarter end totaled 4,630, or 58% of the total TTS segment fleet, compared to 4,500 trucks, or 58%, a year ago

Revenues decreased 2% due to an $11.4 million decrease in fuel surcharge revenues and a 1.8% decrease in average revenues per truck, partially offset by a 3.3% increase in average trucks in service. The average revenues per truck decrease was due primarily to a decrease in average miles per truck, partially offset by a small increase in average revenues per total mile. The small increase in average revenues per total mile was due primarily to relative strength in Dedicated pricing, mostly offset by lower One-Way Truckload pricing, particularly project and surge pricing.

During the fourth quarter, the freight market was seasonally below average compared to fourth quarter 2018. One-Way Truckload freight volumes in fourth quarter 2019 were comparable to freight volumes in fourth quarter 2018, and showed seasonalimprovement sequentially from third quarter 2019.

Adjusted TTS operating income declined 11% and adjusted TTS operating margin declined 130 bps to 12.4%. Dedicated improved its operating income and operating margin percentage, while One-Way Truckload had a decline in operating income and operating margin percentage. 

Due to growth in company trucks and a decline in independent contractor trucks during the quarter, company truck miles increased by approximately 2.6 million miles, and independent contractor miles decreased by approximately 1.1 million miles.

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Comparisons of key financial metrics for the TTS segment, including operating ratios (actual and net of fuel surcharge revenues), are shown below. Fluctuating fuel prices and fuel surcharge revenues impact the total company operating ratio and the TTS segment’s operating ratio when fuel surcharges are reported on a gross basis as revenues versus netting against fuel expenses. Eliminating fuel surcharge revenues, which are generally a more volatile source of revenue, provides a more consistent basis for comparing the results of operations from period to period.

Key Truckload Transportation Services Segment Financial Metrics

	Three Months Ended December 31,								Year Ended December 31,
(In thousands)	2019			2018			Y/Y Change		2019			2018			Y/Y Change
Trucking revenues, net of fuel surcharge	$	425,558		$	419,587		1	%	$	1,652,663		$	1,588,175		4	%
Trucking fuel surcharge revenues	56,485			67,866			(17	)%	234,366			265,078			(12	)%
Non-trucking and other revenues	4,532			7,255			(38	)%	22,747			28,070			(19	)%
Total revenues	$	486,575		$	494,708		(2	)%	$	1,909,776		$	1,881,323		2	%
Operating income	59,172			66,833			(11	)%	202,660			202,581			0	%
Operating margin	12.2		%	13.5		%	(130) bps		10.6		%	10.8		%	(20) bps
Operating ratio	87.8		%	86.5		%	130 bps		89.4		%	89.2		%	20 bps
Adjusted operating income	60,370			67,983			(11	)%	206,574			212,870			(3	)%
Adjusted operating margin	12.4		%	13.7		%	(130) bps		10.8		%	11.3		%	(50) bps
Adjusted operating ratio	87.6		%	86.3		%	130 bps		89.2		%	88.7		%	50 bps
Adjusted operating ratio, net of fuel surcharge	86.0		%	84.1		%	190 bps		87.7		%	86.8		%	90 bps

Werner Logistics Segment

• Revenues of $120.1 million decreased $17.1 million or 12%

• Gross margin of 15.3% decreased 150 bps

• Operating income of $3.4 million decreased $3.9 million, or 54%

• Operating margin of 2.8% decreased 250 bps

Truckload Logistics revenues (65% of total Logistics revenues) declined 12% due to fewer transactional freight opportunities, less attractive contract and transactional pricing and increased competition from logistics competitors, including digital brokers. Intermodal revenues declined 9%.

The gross margin percentage decreased 150 bps to 15.3% due primarily to a softer freight market driven by significantly less project and surge opportunities and a more competitive Truckload Logistics freight market. The logistics operating margin decreased 250 bps to 2.8% as the percentage decline in gross profit exceeded the percentage decline in other operating expenses.

Key Werner Logistics Segment Financial Metrics

	Three Months Ended December 31,								Year Ended December 31,
(In thousands)	2019			2018			Y/Y Change		2019			2018			Y/Y Change
Total revenues	$	120,145		$	137,224		(12	)%	$	489,729		$	518,078		(5	)%
Rent and purchased transportation expense	101,764			114,156			(11	)%	411,506			436,220			(6	)%
Gross profit	18,381			23,068			(20	)%	78,223			81,858			(4	)%
Other operating expenses	15,014			15,825			(5	)%	61,935			61,480			1	%
Operating income	3,367			7,243			(54	)%	16,288			20,378			(20	)%
Gross margin	15.3		%	16.8		%	(150) bps		16.0		%	15.8		%	20 bps
Operating margin	2.8		%	5.3		%	(250) bps		3.3		%	3.9		%	(60) bps

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Cash Flow and Capital Allocation

Cash flow from operations in fourth quarter 2019 was $94.5 million compared to $115.6 million in fourth quarter 2018, a decrease of 18% due to lower net income and working capital changes. Full year 2019 cash flow from operations was $426.6 million, producing $142.8 million of free cash flow for the year.

Net capital expenditures in 2019 were $283.9 million compared to $349.0 million in 2018, a decrease of 19%. As part of our strategy, net capital expenditures returned to normalized replacement levels in 2019 after achieving our desired fleet age. We continue to invest in new trucks and trailers and our terminals to improve our driver experience, increase operational efficiency and more effectively manage our maintenance, safety and fuel costs. As a result of our continued investment, the average age of our truck fleet remains low by industry standards and was 1.9 years as of December 31, 2019 and was 1.8 years as of December 31, 2018.

Gains on sales of equipment in fourth quarter 2019 were $3.6 million, or $.04 per share, compared to $6.5 million, or $0.07 per share, in the prior-year quarter. Year over year, we sold 5% more trucks and 3% more trailers, and we realized lower average gains per truck and trailer. For the full year 2019, gains on sales of equipment were $18.1 million, or $0.19 per share, compared to $19.0 million, or $0.20 per share, in 2018. Pricing in the market for our used trucks and trailers began to moderate in the latter part of second quarter 2019, and the used truck pricing decline accelerated in fourth quarter 2019 due to weaker demand. As a reminder, gains on sales of assets are reflected as a reduction of Other Operating Expenses in our income statement.

During the quarter, no shares of common stock were repurchased. As of December 31, 2019, we had 4.3 million shares remaining under our new share repurchase authorization approved by the Board of Directors in May 2019.

We had $300 million of debt outstanding as of December 31, 2019, and after considering letters of credit issued, had available remaining borrowing capacity of over $240 million. In early July 2019, we fixed the interest rate for $150 million of our debt at an average interest rate of 2.34% through May 2024.

As of December 31, 2019, we had $26.4 million of cash and over $1.1 billion of stockholders’ equity.

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2020 Guidance Metrics

The following table summarizes our 2020 guidance and assumptions:

2020 Guidance
TTS truck growth from year-end 2019	(3)% to 1% With flat to slightly lower truck count in the first half of 2020 due to current market conditions
Gains on sales of equipment	$6 million to $12 million Gains on sales of equipment in 2020 are expected to continue to moderate due to the softer used equipment market and lower trailer sales
Net capital expenditures	$260 million to $300 million
First Half 2020 Guidance
One-Way Truckload revenues per total mile 1H 2020 vs. 1H 2019	(5%) to (7%) Revenues per total mile (RPTM) comparisons are expected to remain difficult in the first half of 2020
Assumptions
Effective tax rate	25% to 26%
Truck and trailer age	We intend to maintain the average age of our truck and trailer fleet at or near current levels of 1.9 and 4.0 years
Interest expense first quarter 2020	$1.8 million Estimated first quarter 2020 interest expense to be slightly lower than fourth quarter 2019 of $2.2 million based on current debt levels and current interest rates (variable and fixed)

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Conference Call Information

Werner Enterprises, Inc. will conduct a conference call to discuss fourth quarter 2019 earnings today beginning at 4:00 p.m. CT. The news release, live webcast of the earnings conference call, and accompanying slide presentation will be available at www.werner.com in the “Investors” section under “Webcasts & Presentations.” To participate on the conference call, please dial (844) 701-1165 (domestic) or (412) 317-5498 (international). Please mention to the operator that you are dialing in for the Werner Enterprises call.

A replay of the conference call will be available on February 5, 2020 at approximately 6:00 p.m. CT through March 5, 2020 by dialing (877) 344-7529 (domestic) or (412) 317-0088 (international) and using the access code 10137213. A replay of the webcast will also be available at www.werner.com in the “Investors” section under “Webcasts & Presentations.”

About Werner Enterprises

Werner Enterprises, Inc. was founded in 1956 and is a premier transportation and logistics company, with coverage throughout North America, Asia, Europe, South America, Africa and Australia. Werner maintains its global headquarters in Omaha, Nebraska and maintains offices in the United States, Canada, Mexico and China. Werner is among the five largest truckload carriers in the United States, with a diversified portfolio of transportation services that includes dedicated; medium-to-long-haul, regional and expedited van; and temperature-controlled. The Werner Logistics portfolio includes truck brokerage, freight management, intermodal, international and final mile services. International services are provided through Werner’s domestic and global subsidiary companies and include ocean, air and ground transportation; freight forwarding; and customs brokerage.

Werner Enterprises, Inc.’s common stock trades on The NASDAQ Global Select Market^SM under the symbol “WERN”. For further information about Werner, visit the Company’s website at www.werner.com.

This press release may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, as amended. Such forward-looking statements are based on information presently available to the Company’s management and are current only as of the date made. Actual results could also differ materially from those anticipated as a result of a number of factors, including, but not limited to, those discussed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018.

For those reasons, undue reliance should not be placed on any forward-looking statement. The Company assumes no duty or obligation to update or revise any forward-looking statement, although it may do so from time to time as management believes is warranted or as may be required by applicable securities law. Any such updates or revisions may be made by filing reports with the U.S. Securities and Exchange Commission, through the issuance of press releases or by other methods of public disclosure.

Contact:

John J. Steele

Executive Vice President, Treasurer

and Chief Financial Officer

(402) 894-3036

Source: Werner Enterprises, Inc.

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	INCOME STATEMENT
	(Unaudited)
	(In thousands, except per share amounts)
	Three Months Ended December 31,										Year Ended December 31,
	2019					2018					2019					2018
	$			%		$			%		$			%		$			%
Operating revenues	$	621,787		100.0		$	646,365		100.0		$	2,463,701		100.0		$	2,457,914		100.0
Operating expenses:
Salaries, wages and benefits	200,101			32.2		200,549			31.0		818,487			33.2		781,064			31.8
Fuel	59,208			9.5		62,795			9.7		235,928			9.6		254,564			10.4
Supplies and maintenance	45,946			7.4		46,518			7.2		182,909			7.4		185,074			7.5
Taxes and licenses	24,737			4.0		23,711			3.7		95,525			3.9		87,318			3.5
Insurance and claims	23,282			3.7		24,275			3.8		88,913			3.6		98,133			4.0
Depreciation	64,711			10.4		59,712			9.2		249,527			10.1		230,151			9.4
Rent and purchased transportation	135,629			21.8		153,777			23.8		549,438			22.3		589,002			24.0
Communications and utilities	3,497			0.6		4,035			0.6		15,303			0.6		16,063			0.6
Other	(978		)	(0.2	)	(3,938		)	(0.6	)	2,199			0.1		(7,670		)	(0.3	)
Total operating expenses	556,133			89.4		571,434			88.4		2,238,229			90.8		2,233,699			90.9
Operating income	65,654			10.6		74,931			11.6		225,472			9.2		224,215			9.1
Other expense (income):
Interest expense	2,159			0.4		853			0.1		6,854			0.3		2,695			0.1
Interest income	(678		)	(0.1	)	(658		)	—		(3,326		)	(0.1	)	(2,737		)	(0.1	)
Other	49			—		204			—		38			—		376			—
Total other expense (income)	1,530			0.3		399			0.1		3,566			0.2		334			—
Income before income taxes	64,124			10.3		74,532			11.5		221,906			9.0		223,881			9.1
Income tax expense	15,628			2.5		19,969			3.1		54,962			2.2		55,733			2.3
Net income	$	48,496		7.8		$	54,563		8.4		$	166,944		6.8		$	168,148		6.8
Diluted shares outstanding	69,723					71,136					70,026					72,057
Diluted earnings per share	$	0.70				$	0.77				$	2.38				$	2.33

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	GAAP TO NON-GAAP RECONCILIATION
	(Unaudited)
	(In thousands, except per share amounts)
	Three Months Ended December 31,						Year Ended December 31,
	2019			2018			2019			2018
Operating revenues	$	621,787		$	646,365		$	2,463,701		$	2,457,914
Operating expenses	556,133			571,434			2,238,229			2,233,699
Adjusted for:
Insurance and claims (1)	(1,198		)	(1,150		)	(3,914		)	(15,189		)
Property tax settlement (2)	—			—			—			4,900
Gains on sale of real estate (3)	3,439			2,432			3,439			5,927
Adjusted operating expenses	558,374			572,716			2,237,754			2,229,337
Adjusted operating income (4)	63,413			73,649			225,947			228,577
Total other expense (income)	1,530			399			3,566			334
Adjusted income before income taxes	61,883			73,250			222,381			228,243
Adjusted income tax expense	15,062			19,647			55,082			56,830
Adjusted net income (4)	$	46,821		$	53,603		$	167,299		$	171,413
Diluted shares outstanding	69,723			71,136			70,026			72,057
Adjusted diluted earnings per share (4)	$	0.67		$	0.75		$	2.39		$	2.38

(1) During fourth quarter 2019 and 2018, we accrued $1,198 and $1,150, respectively, of pre-tax insurance and claims expense for interest related to a previously disclosed excess adverse jury verdict rendered on May 17, 2018 in a lawsuit arising from a December 2014 accident. The Company is appealing this verdict. Additional information about the accident was included in our Current Report on Form 8-K dated May 17, 2018. Under our insurance policies in effect on the date of this accident, our maximum liability for this accident is $10.0 million (plus pre-judgment and post-judgment interest) with premium-based insurance coverage that exceeds the jury verdict amount. Interest is accrued at $0.4 million per month until such time as the outcome of our appeal is finalized, excluding the months of June and July 2019 where the plaintiffs requested an extension of time to respond to our appeal. Management believes excluding the effect of this item provides a more useful comparison of our performance from period to period. This item is included in the Truckload Transportation Services segment in our Segment Information table.

(2) During third quarter 2018, we reached a favorable settlement related to a property tax dispute that reduced taxes and licenses expense by $4,900, for property taxes that were previously expensed and paid over a multi-year period. This item is included in the Truckload Transportation Services segment in our Segment Information table.

(3) During fourth quarter 2019, we sold two parcels of real estate which resulted in a $3,439 pre-tax gain on sale. During second quarter 2018, we sold a parcel of real estate which resulted in a $3,495 pre-tax gain on sale, and during fourth quarter 2018 we sold a parcel of real estate which resulted in a $2,432 pre-tax gain. These items are included in our Segment Information table in “Corporate” operating income.

(4) Our definition of the non-GAAP measures adjusted operating income, adjusted net income and adjusted diluted earnings per share begins with (a) operating expenses, the most comparable GAAP measure. We subtract the insurance and claims jury verdict expense accrual and related interest and add the gains on sale of real estate and the property tax settlement to (a) to arrive at adjusted operating expenses, which we subtract from operating revenues to arrive at (b) adjusted operating income. We subtract (c) total other expense (income) from (b) adjusted operating income to arrive at (d) adjusted income before income taxes. We calculate adjusted income tax expense by applying the incremental income tax rate excluding discrete items to the net pre-tax adjustments and adding this additional income tax to GAAP income tax expense. We then subtract adjusted income tax expense from adjusted income before income taxes to arrive at adjusted net income. The adjusted net income is divided by the diluted shares outstanding to calculate the adjusted diluted earnings per share.

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	SEGMENT INFORMATION
	(Unaudited)
	(In thousands)
	Three Months Ended December 31,						Year Ended December 31,
	2019			2018			2019			2018
Revenues
Truckload Transportation Services	$	486,575		$	494,708		$	1,909,776		$	1,881,323
Werner Logistics	120,145			137,224			489,729			518,078
Other (1)	14,386			14,115			61,850			56,903
Corporate	684			589			2,589			2,759
Subtotal	621,790			646,636			2,463,944			2,459,063
Inter-segment eliminations (2)	(3		)	(271		)	(243		)	(1,149		)
Total	$	621,787		$	646,365		$	2,463,701		$	2,457,914
Operating Income
Truckload Transportation Services	$	59,172		$	66,833		$	202,660		$	202,581
Werner Logistics	3,367			7,243			16,288			20,378
Other (1)	354			(886		)	5,535			(453		)
Corporate	2,761			1,741			989			1,709
Total	$	65,654		$	74,931		$	225,472		$	224,215

(1) Other includes our driver training schools, transportation-related activities such as third-party equipment maintenance and equipment leasing, and other business activities.

(2) Inter-segment eliminations represent transactions between reporting segments that are eliminated in consolidation.

	OPERATING STATISTICS BY SEGMENT
	(Unaudited)
	Three Months Ended December 31,								Year Ended December 31,
	2019			2018			% Chg		2019			2018			% Chg
Truckload Transportation Services segment
Average tractors in service	8,042			7,787			3.3	%	7,969			7,622			4.6	%
Average revenues per tractor per week (1)	$	4,071		$	4,145		(1.8	)%	$	3,988		$	4,007		(0.5	)%
Total tractors (at quarter end)
Company	7,460			7,240			3.0	%	7,460			7,240			3.0	%
Independent contractor	540			580			(6.9	)%	540			580			(6.9	)%
Total tractors	8,000			7,820			2.3	%	8,000			7,820			2.3	%
Total trailers (at quarter end)	22,700			23,945			(5.2	)%	22,700			23,945			(5.2	)%
One-Way Truckload
Trucking revenues, net of fuel surcharge (in 000’s)	$	188,306		$	204,266		(7.8	)%	$	738,510		$	770,972		(4.2	)%
Average tractors in service	3,349			3,315			1.0	%	3,376			3,345			0.9	%
Total tractors (at quarter end)	3,370			3,320			1.5	%	3,370			3,320			1.5	%
Average percentage of empty miles	11.98		%	11.66		%	2.7	%	12.01		%	11.17		%	7.5	%
Average revenues per tractor per week (1)	$	4,325		$	4,739		(8.7	)%	$	4,207		$	4,432		(5.1	)%
Average % change YOY in revenues per total mile (1)	(5.4		)%	10.5		%			(2.1		)%	13.2		%
Average % change YOY in total miles per tractor per week	(3.5		)%	(0.6		)%			(3.1		)%	0.0		%
Average completed trip length in miles (loaded)	862			851			1.3	%	848			833			1.8	%
Dedicated
Trucking revenues, net of fuel surcharge (in 000’s)	$	237,252		$	215,321		10.2	%	$	914,153		$	817,203		11.9	%
Average tractors in service	4,693			4,472			4.9	%	4,593			4,277			7.4	%
Total tractors (at quarter end)	4,630			4,500			2.9	%	4,630			4,500			2.9	%
Average revenues per tractor per week (1)	$	3,888		$	3,703		5.0	%	$	3,827		$	3,673		4.2	%
Werner Logistics segment
Average tractors in service	35			42			(16.7	)%	36			42			(14.3	)%
Total tractors (at quarter end)	33			40			(17.5	)%	33			40			(17.5	)%
Total trailers (at quarter end)	1,445			1,310			10.3	%	1,445			1,310			10.3	%

(1) Net of fuel surcharge revenues

Werner Enterprises, Inc. - Release of February 5, 2020

Page 10

	SUPPLEMENTAL INFORMATION
	(Unaudited)
	(In thousands)
	Three Months Ended December 31,						Year Ended December 31,
	2019			2018			2019			2018
Capital expenditures, net	$	12,216		$	59,682		$	283,875		$	348,972
Cash flow from operations	94,459			115,646			426,644			418,159
Return on assets (annualized)	9.0		%	10.6		%	7.8		%	8.7		%
Return on equity (annualized)	17.9		%	17.4		%	14.6		%	13.7		%

Werner Enterprises, Inc. - Release of February 5, 2020

Page 11

	CONDENSED BALANCE SHEET
	(In thousands, except share amounts)
	December 31, 2019			December 31, 2018
	(Unaudited)
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	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 (1)	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 (1)	228,218			214,030
Deferred income taxes	249,669			233,450
Stockholders’ equity:
Common stock, $.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

(1) Under the terms of our insurance policies, we are the primary obligor of the damage award in the previously mentioned adverse jury verdict, and as such, we have recorded a $79.2 million receivable from our third party insurance providers in other non-current assets and a corresponding liability of the same amount in the long-term portion of insurance and claims accruals in the unaudited condensed balance sheets as of December 31, 2019 and December 31, 2018.

XML

Document and Entity Information Document	Feb. 05, 2020
Entity Information [Line Items]
Document Type	8-K
Document Period End Date	Feb. 05, 2020
Entity File Number	0-14690
Entity Registrant Name	WERNER ENTERPRISES, INC.
Entity Central Index Key	0000793074
Amendment Flag	false
Entity Incorporation, State or Country Code	NE
Entity Tax Identification Number	47-0648386
Entity Address, Address Line One	14507 Frontier Road
Entity Address, Address Line Two	Post Office Box 45308
Entity Address, City or Town	Omaha
Entity Address, State or Province	NE
Entity Address, Postal Zip Code	68145-0308
City Area Code	402
Local Phone Number	895-6640
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.01 Par Value
Trading Symbol	WERN
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false